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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2016

ENERGY FUELS INC.
(Exact name of registrant as specified in its charter)

Ontario

001-36204

98-1067994

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

incorporation)

 

Identification No.)


225 Union Blvd., Suite 600

 

Lakewood, Colorado

  80228

(Address of principal executive offices)

(Zip Code)

(303) 974-2140
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 14, 2016, Energy Fuels Inc. (the “Registrant”) entered into a First Supplemental Indenture among the Registrant, CST Trust Company, as the Canadian warrant agent and American Stock Transfer & Trust Company, LLC (“AST”), as the United States warrant agent (the “Supplemental Indenture”). The Supplemental Indenture amends the warrant indenture entered between the Registrant and CST on March 14, 2016, as further described in the Registrant’s Form 8-K filed with the United States Securities and Exchange Commission on March 14, 2016.

The Supplemental Indenture was entered into to add AST as the United States warrant agent.

The foregoing summary of certain provisions of the Supplemental Indenture is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K.

Item 5.02 Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 14, 2016, the Board of Directors of the Registrant appointed Mark Chalmers as the Chief Operating Officer of the Registrant effective July 2016. Mr. Chalmers will oversee all of the Registrant’s conventional and in situ (“ISR”) uranium production operations.

Mr. Chalmers (58 years of age) brings an extensive background in both the U.S. and global uranium mining and processing industries to the Registrant. From 2011 to 2015, Mr. Chalmers served as Executive General Manager of Production for Paladin Energy Ltd., a uranium producer with assets in Australia and Africa, including the Langer Heinrich and Kayelekera mines, where he oversaw sustained, significant increases in production while reducing operating costs. He also possesses extensive experience in ISR uranium production, including management of the Beverley Uranium Mine owned by General Atomics (Australia), and the Highland mine owned by Cameco Corporation (USA). Mr. Chalmers has also consulted to several of the largest players in the uranium supply sector, including BHP Billiton, Rio Tinto, and Marubeni, and currently serves as the Chair of the Australian Uranium Council, a position he has held since 2007.

There are no family relationships among Mr. Chalmers and the members of the Board of Directors of the Registrant or the other members of senior management of the Registrant.

In conjunction with the appointment, the Registrant entered into an employment agreement with Mr. Chalmers effective April 14, 2016, pursuant to which Mr. Chalmers will commence employment with the Registrant on July 1, 2016. The employment agreement has a term of two years, commencing on July 1, 2016, and will automatically renew for additional one year terms unless either party provides a notice not to renew at least 90 days prior to the end of the initial two-year term or any subsequent one-year term. Mr. Chalmers’ base salary is $290,000 per annum, subject to review and increase at the discretion of the Registrant. Mr. Chalmers is also entitled to receive benefits such as health insurance, vacation and other benefits consistent with the then applicable Registrant benefit plans to the same extent as other employees of the Registrant with similar position or level. In addition, Mr. Chalmers is eligible for the award of annual cash incentive compensation, in accordance with the Registrant’s Short Term Incentive Plan and to receive compensation under the Registrant’s 2015 Omnibus Equity Incentive Plan, although any such bonuses or compensation are at the discretion of the Registrant. At the time Mr. Chalmers employment begins he will be granted restricted stock units with a full value of $100,000, of which 50% will vest on January 29, 2017, an additional 25% will vest on January 27, 2018 and the remaining 25% will vest on January 27, 2019. Mr. Chalmers will also receive $30,000 for relocation expenses from his home in Australia.

The Registrant may terminate Mr. Chalmers’ employment for just cause, without just cause or in the event of a disability. Mr. Chalmers may terminate his employment for “good reason” upon occurrence of any of the following: (i) a material reduction or diminution in his level of responsibility or office; (ii) a reduction in his compensation level, taken as a whole, of more than five percent; (iii) a proposed forced relocation to another geographic location greater than 50 miles from his current location; or (iv) notice is not given on or before March 3, 2018 that Mr. Chalmers will be promoted to Chief Executive Officer of the Registrant.

In the event Mr. Chalmers’ employment is terminated by the Registrant without just cause or upon a disability, or Mr. Chalmers elects to resign for good reason, or upon his death, he or his estate will be entitled to severance pay (the “Severance Amount”) in an amount equal to a severance factor times his base salary at the time of termination plus the greater of (a) the severance factor times the highest aggregate cash bonus paid to him in any one of the previous three years; or (b) 15% times his base salary at the time of termination. The severance factor is one and one half (1.5) so long as Mr. Chalmers is Chief Operating Officer of the Registrant. If Mr. Chalmers is promoted to President of the Registrant, the Severance Factor will become two (2.0) . If Mr. Chalmers is promoted to President and Chief Executive Officer or Chief Executive Officer of the Registrant, the severance factor will become two and one half (2.5).

Further, in the event that upon a change of control, Mr. Chalmers’ employment is terminated and/or the successor entity does not assume and agree to perform all of the Registrant’s obligations under Mr. Chalmers’ employment agreement with the Registrant, then Mr. Chalmers’ employment will be deemed to have been terminated without just cause and Mr. Chalmers will be entitled to receive the same Severance Amount as described above for a termination without just cause under the normal course. In addition, if Mr. Chalmers’ employment is terminated without just cause or for a disability, or Mr. Chalmers elects to resign for good reason, within 12 months after a change in control, then, in addition to the payment of the Severance Amount described above, all of Mr. Chalmers’ unvested stock options and restricted stock units will automatically vest.

Mr. Chalmers is subject to non-competition and non-solicitation provisions during the term of his employment agreement and for a period of 12-months after termination, under which Mr. Chalmers may not perform services for or acquire a beneficial interest (other than a beneficial interest of less than 1% of the outstanding shares of a public company) in any business in North America that competes with the Registrant without the prior written approval of the Registrant, and may not solicit any business from any customer, client or business relation of the Registrant, or hire or offer to hire or entice any officer, employee consultant or business relation away from the Registrant.

The foregoing summary of the material terms of the employment agreement is subject to the full terms of the employment agreement which will be attached to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

Item 8.01 Other Events.

On April 15, 2016, the Registrant issued a press release attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Exhibits.

(d) Exhibits.

4.1

First Supplemental Indenture

   
99.1

Press Release dated April 15, 2016


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  ENERGY FUELS INC.
  (Registrant)
   
   
Dated: April 20, 2016 By:       /s/ David C. Frydenlund               
  David C. Frydenlund
  Senior Vice President, General Counsel and Corporate
  Secretary

ENERGY FUELS INC.

and

CST TRUST COMPANY

and

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

 

 

FIRST SUPPLEMENTAL INDENTURE

 

 

Dated as of April 14, 2016

FIRST SUPPLEMENTAL INDENTURE

THIS SUPPLEMENTAL WARRANT INDENTURE is dated as of April 14, 2016

BETWEEN:

ENERGY FUELS INC. , a corporation existing under the laws of Ontario and having its registered office in the City of Toronto, in the Province of Ontario

(hereinafter called the “ Corporation ”)

- and -

CST TRUST COMPANY, a trust company continued under the laws of Canada and registered to carry on business in the Province of Ontario

(hereinafter called the “ Canadian Warrant Agent ”)

 - and -

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a trust company established under the laws of New York

(hereinafter called the “ US Warrant Agent ”)

WHEREAS the Corporation and the Canadian Warrant Agent are parties to a warrant indenture dated as of March 14, 2016 (the “ Original Indenture ”) which provides for the issuance of warrants exercisable into common shares of the Corporation (the “ Warrants ”) on the terms and subject to the conditions set forth therein;

AND WHEREAS the Corporation wishes to appoint American Stock Transfer & Trust Company, LLC as US Warrant Agent to act as agent for the Corporation in accordance with the terms and conditions of the Original Indenture;

AND WHEREAS American Stock Transfer & Trust Company, LLC accepts such appointment as US Warrant Agent;

AND WHEREAS Subsection 10.1(h) of the Original Indenture provides that the Corporation and the Warrant Agent may enter into a supplemental indenture modifying any of the provisions of the Original Indenture, provided that, in the opinion of the Warrant Agent (as such term is defined in the Original Indenture), such modification in no way prejudices any of the rights or interests of any of the Warrantholders or of the Warrant Agent;

NOW THEREFORE THIS SUPPLEMENT INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed and declared as follows:

ARTICLE 1
AMENDMENTS TO THE ORIGINAL INDENTURE

1.1         Appointment and Acceptance of US Warrant Agent

The Corporation hereby appoints the US Warrant Agent as an additional warrant agent with the Canadian Warrant Agent with respect to the Warrants. The US Warrant Agent hereby accepts the foregoing appointment, and agrees to act as an additional warrant agent with the Canadian Warrant Agent for the Warrants and, as such, agrees to become a party to, and be bound by the terms and provisions of, the Original Indenture as warrant agent. The US Warrant Agent and the Canadian Warrant Agent may share the rights, powers, duties and obligations conferred or imposed upon them by the Original Indenture as hereby amended.

ARTICLE 2
INTERPRETATION

2.1         Terms Defined in Original Indenture

Except as defined in this Supplemental Indenture (the “ First Supplemental Indenture ”), including in the recitals or description of the parties herein, unless there is something in the subject matter or context inconsistent therewith all capitalized terms used in this First Supplemental Indenture shall have the meanings given to them in the Original Indenture.

2.2         Supplements to the Original Indenture

The Original Indenture is hereby supplemented and amended as follows:

(a)

by deleting section 1.1(f) of the Original Indenture in its entirety and replacing it with the following:

   

“(f)         “ Business Day ” means a day which is not Saturday or Sunday or a statutory holiday in the City of Toronto, Ontario or New York City, New York or a day on which the office of the Warrant Agent in the City of Toronto, Ontario or New York City, New York is closed;”

   
(b)

by deleting section 1.1(tt) of the Original Indenture in its entirety and replacing it with the following:

   

“(tt)         “ Warrant Agent ” means the Canadian Warrant Agent and the US Warrant Agent, or their respective successors hereunder, unless the context requires otherwise;”

   
(c)

by adding the following definitions to section 1.1 of the Original Indenture:


  “(f.1)

“ Canadian Warrant Agent ” means CST Trust Company;

     
(oo.1)

“ Trust Indenture Act ” means the United States Trust Indenture Act of 1939 , as amended;

2


(oo.2)

“ Trust Indenture Legislation ” means, at any time, statutory provisions relating to trust indentures and the rights, duties, and obligations of trustees under trust indentures to the extent that such provisions are at such time in force and applicable to this Indenture;

     
  (rr.1) “ US Warrant Agent ” means American Stock Transfer & Trust Company, LLC;”

(d)

by adding the words “or New York City, New York” immediately after the words “Toronto, Ontario” in sections 3.1(b), 3.3(a), 4.1(a), 13.1(b) of the Original Indenture;

     
(e)

by adding the words “or the United States, as applicable” immediately after the words “lawful money of Canada” and replacing the words “CST Trust Company” with “the Corporation” in section 4.1(a)(ii) of the Original Indenture;

     
(f)

by adding the words “in the case of the Canadian Warrant Agent and in the State of New York in the case of the US Warrant Agent” immediately after the words “Province of Ontario” in sections 11.7(a) and 11.20 of the Original Indenture;

     
(g)

by deleting section 13.1(a) of the Original Indenture in its entirety and replacing it with the following:

     
(a)

Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation and to the Warrant Agent shall be in writing and may be given by mail, or by facsimile (with original copy to follow by mail) or by personal delivery and shall be addressed as follows:

if to the Canadian Warrant Agent:

CST Trust Company
Client Services
320 Bay Street
3 rd Floor
Toronto, Ontario M5H 4A6
Facsimile: 1 (877) 715-0494

if to the US Warrant Agent:

American Stock & Transfer Company, LLC
6201 15 th Avenue
Brooklyn, New York 11219

if to the Corporation:

Energy Fuels Inc.
80 Richmond St. West, 18 th Floor
Toronto, Ontario M5H 2A4
Attention: Chief Financial Officer
Facsimile: (416) 214-2810

3

and shall be deemed to have been received, if delivered or sent by courier, on the date of delivery or, if mailed, on the fifth (5 th ) Business Day following the date of the postmark on such notice. Any delivery made or sent by facsimile on a day other than a Business Day, or after 5:00 p.m. (Toronto time) on a Business Day, shall be deemed to be received on the next following Business Day.

(h)

by adding the following as a new section 13.8 of the Original Indenture

   

“ 13.8 Joint Warrant Agents

   

The rights, powers, duties and obligations conferred and imposed upon the Warrant Agent are conferred and imposed upon and shall be exercised and performed by the Canadian Warrant Agent and the US Warrant Agent individually, except to the extent the Canadian Warrant Agent and the US Warrant Agent are required under the Trust Indenture Act and Trust Indenture Legislation to perform such acts jointly, and neither the Canadian Warrant Agent nor the US Warrant Agent shall be liable or responsible for the acts or omissions of the other warrant agent. Unless the context implies or requires otherwise, any written notice, request, direction, certificate, instruction, opinion or other document (each such document, a “Writing”) delivered pursuant to any provision of this Indenture to any of the Canadian Warrant Agent or the US Warrant Agent shall be deemed for all purposes of this Indenture as delivery of such Writing to the Warrant Agent. Each such warrant agent in receipt of such Writing shall notify such other warrant agent of its receipt of such Writing within two Business Days of such receipt provided, however, that any failure of such warrant agent in receipt of such Writing to so notify such other warrant agent shall not be deemed as a deficiency in the delivery of such Writing to the Warrant Agent.”

   
(i)

by adding the words “or the United States, as applicable” immediately after the words “lawful money of Canada” and deleting the words “at par” in Schedule “A” and Schedule “B” of the Original Indenture;

2.3        Indenture Continues to Remain in Effect

This First Supplemental Indenture is supplemental to the Original Indenture, and the Original Indenture and this First Supplemental Indenture shall hereafter be read together and shall have effect, so far as practicable, with respect to the Warrants as if all the provisions of the Original Indenture and this First Supplemental Indenture were contained in one instrument. The Original Indenture is and shall remain in full force and effect with regards to all matters governing the Warrants, except as the Original Indenture is amended, superseded, modified or supplemented by this First Supplemental Indenture. Any references in the text of this First Supplemental Indenture to section numbers, article numbers, “hereto”, “herein”, “hereby”, “hereof” and similar expressions refer to this First Supplemental Indenture unless otherwise qualified.

4

ARTICLE 3
ADDITIONAL MATTERS

3.1         Counterparts and Formal Date

This First Supplemental Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to be dated as of the date hereof.

3.2        Further Assurances

The parties shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this First Supplemental Indenture, and each party shall provide such further documents or instruments required by the other party as may be reasonably necessary or desirable to effect the purpose of this First Supplemental Indenture and carry out its provisions.

3.3        Governing Law

This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.

[Intentionally Left Blank]

5

IN WITNESS WHEREOF the Parties hereto have executed this First Supplemental Indenture as of the date first written above.

ENERGY FUELS INC.

 

  Per: (signed) “David Frydenlund”
    David Frydenlund, Senior Vice President
    General Counsel and Corporate Secretary

CST TRUST COMPANY

 

  Per: (signed) “Christopher de Lima”
    Christopher de Lima, Authorized Signatory
     
     
  Per: (signed) “Toni Taccogna”
    Toni Taccogna, Authorized Signatory

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

 

  Per: (signed) “John Buonomo”
    John Buonomo, Authorized Signatory
     
     
  Per: (signed) “Paula Caroppoli”
    Paula Caroppoli, Authorized Signatory

S-1

Energy Fuels Announces the Appointment of Mark Chalmers as Chief Operating
Officer

Lakewood, Colorado – April 15, 2016

Energy Fuels Inc. (NYSE MKT: UUUU; TSX: EFR) (“Energy Fuels” or the “Company”) , one of the leading producers of uranium in the U.S., is pleased to announce the appointment of Mark Chalmers as Chief Operating Officer. Mr. Chalmers will join the Energy Fuels management team in July 2016 and oversee all of the Company’s conventional and in situ (“ISR”) uranium production operations.

Mr. Chalmers brings an extensive background in both the U.S. and global uranium mining and processing industries to Energy Fuels. From 2011 to 2015, Mr. Chalmers served as Executive General Manager of Production for Paladin Energy Ltd., a uranium producer with assets in Australia and Africa, including the Langer Heinrich and Kayelekera mines, where he oversaw sustained, significant increases in production while reducing operating costs. He also possesses extensive experience in ISR uranium production, including management of the Beverley Uranium Mine owned by General Atomics (Australia), and the Highland mine owned by Cameco Corporation (USA). Mr. Chalmers has also consulted to several of the largest players in the uranium supply sector, including BHP Billiton, Rio Tinto, and Marubeni, and currently serves as the Chair of the Australian Uranium Council, a position he has held since 2007.

Mr. Chalmers represents a valuable addition to the Company’s management team and an important element in the Company’s overall management continuity and succession planning strategy.

“As a recognized leader in the global uranium industry, Mark has played major roles in developing and operating several successful mining operations throughout his career”, noted Stephen P. Antony, President and CEO of Energy Fuels. “He is a recognized spokesperson for the uranium and nuclear energy industries, who has created shareholder value in both the conventional and ISR uranium mining sectors, and he is one of the few individuals who has extensive experience in both extraction methods. In today’s competitive uranium market, it is vitally important to lower costs of production, create synergies, and build new sources of revenue wherever possible. We are very fortunate to add him to our already outstanding management team.”

1

Mr. Birks Bovaird, Chairman of the Board for Energy Fuels, added, “After a thorough review of prospective candidates for the operations leadership role with Energy Fuels, we believe the Company’s selection of Mark Chalmers confirms our commitment to managing our operations at optimum levels. At Energy Fuels, we are continuing to manage and grow our capital, including our financial, intellectual, and human assets. We expect Mark to add greatly to the executive strength we have put together to lead Energy Fuels into the future.”

In 2016, Energy Fuels expects to produce approximately 950,000 pounds of uranium from its two 100%-owned production facilities, the White Mesa conventional uranium mill in Utah and the Nichols Ranch ISR project in Wyoming. The Company is also continuing shaft-sinking and resource evaluation activities at its high-grade Canyon conventional mine in Arizona and permitting activities at its large-scale conventional Sheep Mountain, Roca Honda, and Bullfrog projects. Finally in early May 2016, the Company expects to complete its recently announced acquisition of Mesteña Uranium and its Alta Mesa ISR project in South Texas. This acquisition is expected to increase the Company’s production scalability at the lower end of its cost curve.

About Energy Fuels: Energy Fuels is a leading integrated US-based uranium mining company, supplying U 3 O 8 to major nuclear utilities. Energy Fuels operates two of America’s key uranium production centers, the White Mesa Mill in Utah and the Nichols Ranch Processing Facility in Wyoming. The White Mesa Mill is the only conventional uranium mill operating in the U.S. today and has a licensed capacity of over 8 million pounds of U 3 O 8 per year. The Nichols Ranch Processing Facility, acquired in the Company’s acquisition of Uranerz Energy Corporation, is an in situ recovery (“ISR”) production center with a licensed capacity of 2 million pounds of U 3 O 8 per year. Energy Fuels also has the largest NI 43-101 compliant uranium resource portfolio in the U.S. among producers, and uranium mining projects located in a number of Western U.S. states, including one producing ISR project, mines on standby, and mineral properties in various stages of permitting and development. The Company’s common shares are listed on the NYSE MKT under the trading symbol “UUUU”, and on the Toronto Stock Exchange under the trading symbol “EFR”.

2

Cautionary Note Regarding Forward-Looking Statements: Certain information contained in this news release, including: any information relating to the Company being a leading producer of uranium; expectations regarding Mr. Chalmers future and continued employment at Energy Fuels; expectations regarding increasing production, lowering costs, achieving synergies, and creating new sources of revenue; expectations regarding Energy Fuels operational strategy; and any other statements regarding Energy Fuels’ management, future expectations, beliefs, goals or prospects; constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation factors relating to: expectations regarding Mr. Chalmers future and continued employment at Energy Fuels; expectations regarding increasing production, lowering costs, achieving synergies, and creating new sources of revenue; expectations regarding Energy Fuels’ management and operational strategy; and other risk factors as described in Energy Fuels’ most recent annual report on Form 10-K and quarterly financial reports. Energy Fuels assumes no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ filings with the various securities commissions which are available online at www.sec.gov and www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of Energy Fuels relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

Investor Relations Inquiries:

Energy Fuels Inc.
Curtis Moore – VP – Marketing & Corporate Development
(303) 974-2140 or Toll free: (888) 864-2125
investorinfo@energyfuels.com
www.energyfuels.com

3