ENERGY FUELS INC (Form: 10-Q, Received: 11/05/2018 06:02:12)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-36204

Energy Fuels Inc.

(Exact Name of Registrant as Specified in its Charter)



Ontario	98-1067994
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer 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)

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

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

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):



Large Accelerated Filer [ ]	Accelerated Filer [X]	Non-Accelerated Filer [ ]	Smaller Reporting Company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

91,036,766 common shares, without par value, outstanding as of November 1, 2018 .

ENERGY FUELS INC.

FORM 10-Q

For the Quarter Ended September 30, 2018

INDEX



	Page
PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35
ITEM 4. CONTROLS AND PROCEDURES	37
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	38
ITEM 1A. RISK FACTORS	38
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	38
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	38
ITEM 4. MINE SAFETY DISCLOSURE	38
ITEM 5. OTHER INFORMATION	38
ITEM 6. EXHIBITS	38
SIGNATURES

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report and the exhibits attached hereto (the “Quarterly Report”) contain “forward-looking statements” within the meaning of applicable US and Canadian securities laws. Such forward-looking statements concern Energy Fuels Inc.’s (the “Company” or “Energy Fuels”) anticipated results and progress of the Company’s operations in future periods, planned exploration, and, if warranted, development of its properties, plans related to its business, and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, schedules, assumptions, future events, or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not anticipate,” “plans,” “estimates” or “intends,” or stating that certain actions, events or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Energy Fuels believes that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct, and such forward-looking statements included in, or incorporated by reference into, this Quarterly Report should not be unduly relied upon. This information speaks only as of the date of this Quarterly Report.

Readers are cautioned that it would be unreasonable to rely on any such forward-looking statements and information as creating any legal rights, and that the statements and information are not guarantees and may involve known and unknown risks and uncertainties, and that actual results are likely to differ (and may differ materially) and objectives and strategies may differ or change from those expressed or implied in the forward-looking statements or information as a result of various factors. Such risks and uncertainties include risks generally encountered in the exploration, development, operation, and closure of mineral properties and processing facilities. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:


•	risks associated with mineral reserve and resource estimates, including the risk of errors in assumptions or methodologies;


•	risks associated with estimating mineral extraction and recovery, forecasting future price levels necessary to support mineral extraction and recovery, and the Company’s ability to increase mineral extraction and recovery in response to any increases in commodity prices or other market conditions;


•	uncertainties and liabilities inherent to conventional mineral extraction and recovery and/or in-situ uranium recovery operations;


•	geological, technical and processing problems, including unanticipated metallurgical difficulties, less than expected recoveries, ground control problems, process upsets, and equipment malfunctions;


•	risks associated with the depletion of existing mineral resources through mining or extraction, without replacement with comparable resources;


•	risks associated with identifying and obtaining adequate quantities of alternate feed materials and other feed sources required for operation of the White Mesa Mill;


•	risks associated with labor costs, labor disturbances, and unavailability of skilled labor;


•	risks associated with the availability and/or fluctuations in the costs of raw materials and consumables used in the Company’s production processes;


•	risks associated with environmental compliance and permitting, including those created by changes in environmental legislation and regulation, and delays in obtaining permits and licenses that could impact expected mineral extraction and recovery levels and costs;


•	actions taken by regulatory authorities with respect to mineral extraction and recovery activities;


•	risks associated with the Company’s dependence on third parties in the provision of transportation and other critical services;


•	risks associated with the ability of the Company to extend or renew land tenure, including mineral leases and surface use agreements, on favorable terms or at all;


•	risks associated with the ability of the Company to negotiate access rights on certain properties on favorable terms or at all;


•	the adequacy of the Company's insurance coverage;


•	uncertainty as to reclamation and decommissioning liabilities;


•	the ability of the Company’s bonding companies to require increases in the collateral required to secure reclamation obligations;


•	the potential for, and outcome of, litigation and other legal proceedings, including potential injunctions pending the outcome of such litigation and proceedings;


•	the ability of the Company to meet its obligations to its creditors;


•	risks associated with paying off indebtedness at its maturity;


•	risks associated with the Company’s relationships with its business and joint venture partners;


•	failure to obtain industry partner, government, and other third party consents and approvals, when required;


•	competition for, among other things, capital, mineral properties, and skilled personnel;


•	failure to complete proposed acquisitions and incorrect assessments of the value of completed acquisitions;


•	risks posed by fluctuations in share price levels, exchange rates and interest rates, and general economic conditions;


•	risks inherent in the Company’s and industry analysts’ forecasts or predictions of future uranium and vanadium price levels;


•	fluctuations in the market prices of uranium, vanadium and copper, which are cyclical and subject to substantial price fluctuations;


•	risks associated with the Company's existing long-term sales contracts expiring following the Company's 2018 deliveries, and all uranium sales after 2018 being required to be made at spot prices, unless the Company is able to enter into new long-term contracts at satisfactory prices in the future;


•	failure to obtain suitable uranium sales terms at satisfactory prices in the future, including spot and term sale contracts;


•	risks associated with asset impairment as a result of market conditions;


•	risks associated with lack of access to markets and the ability to access capital;


•	the market price of Energy Fuels’ securities;


•	public resistance to nuclear energy or uranium extraction and recovery;


•	risks associated with inaccurate or nonobjective media coverage of the Company's activities and the impact such coverage may have on the public, the market for the Company's securities, government relations, permitting activities and legal challenges, as well as the costs to the Company of responding to such coverage;


•	uranium industry competition, international trade restrictions and the impacts on world commodity prices of foreign state subsidized production;


•	risks associated with the Company's involvement in industry petitions for trade remedies, including the costs of pursuing such remedies and the potential for negative responses or repercussions from various interest groups, consumers of uranium and participants in other phases of the nuclear fuel cycle;


•	risks related to potentially higher than expected costs related to any of the Company's projects or facilities;


•	risks associated with the Company’s ability to recover vanadium from pond solutions at the White Mesa Mill, with potentially higher than expected costs for any such recoveries, and the Company’s ability to sell any recovered vanadium at satisfactory price levels;


•	risks related to the Company’s ability to recover copper from our uranium project ores located south of Grand Canyon National Park in Arizona;


•	risks related to securities regulations;


•	risks related to stock price and volume volatility;


•	risks related to our ability to maintain our listing on the NYSE American and Toronto Stock Exchanges;


•	risks related to our ability to maintain our inclusion in various stock indices;


•	risks related to dilution of currently outstanding shares, from additional share issuances, depletion of assets or otherwise;


•	risks related to our lack of dividends;


•	risks related to recent market events;


•	risks related to our issuance of additional common shares under our At-the-Market (" ATM ") program or otherwise to provide adequate liquidity in depressed commodity market circumstances;


•	risks related to acquisition and integration issues;


•	risks related to defects in title to our mineral properties;


•	risks related to our outstanding debt; and


•	risks related to our securities.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the section heading: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated, or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, we disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Statements relating to “Mineral Reserves” or “Mineral Resources” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that the Mineral Reserves and Mineral Resources described may be profitably extracted in the future.

We qualify all the forward-looking statements contained in this Quarterly Report by the foregoing cautionary statements .

Cautionary Note to United States Investors Concerning Disclosure of Mineral Resources

The Company is a U.S. Domestic Issuer for United States Securities and Exchange Commission ("SEC") purposes, most of its shareholders are U.S. residents and its primary trading market is the NYSE American. However, because the Company is incorporated in Canada and also listed on the Toronto Stock Exchange ("TSX"), this Quarterly Report contains certain disclosure that satisfies the additional requirements of Canadian securities laws, which differ from the requirements of United States’ securities laws. Unless otherwise indicated, all reserve and resource estimates included in this Quarterly Report, and in the documents incorporated by reference herein, have been prepared in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) classification system. NI 43-101 is a rule developed by the Canadian Securities Administrators (the “CSA”) which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

Canadian standards, including NI 43-101, differ significantly from the requirements of the SEC, and reserve and resource information contained herein, or incorporated by reference in this Quarterly Report, and in the documents incorporated by reference herein, may not be comparable to similar information disclosed by companies reporting under only United States standards. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserve” under SEC Industry Guide 7. Under United States standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves; the three-year historical average price, to the extent possible, is used in any reserve or cash flow analysis to designate reserves; and the primary environmental analysis or report must be filed with the appropriate governmental authority.

The SEC’s disclosure standards under Industry Guide 7 normally do not permit the inclusion of information concerning “Measured Mineral Resources”, “Indicated Mineral Resources” or “Inferred Mineral Resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by United States standards in documents filed with the SEC. United States investors should also understand that “Inferred Mineral Resources” have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of an “Inferred Mineral Resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “Inferred Mineral Resources” may not form the basis of feasibility or pre-feasibility studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into mineral reserves. Investors are cautioned not to assume that all or any part of an “Inferred Mineral Resource” exists or is economically or legally mineable.

Disclosure of “contained pounds” or “contained ounces” in a resource estimate is permitted and typical disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in-place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC, and reserves reported by the Company in compliance with NI 43-101 may not qualify as “reserves” under SEC Industry Guide 7 standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable to information made public by companies that report in accordance with United States standards.

PART I

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

ENERGY FUELS INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited) (Expressed in thousands of US dollars, except per share amounts)



	For the three months ended						For the nine months ended
	September 30,						September 30,
	2018			2017			2018			2017
Revenues
Uranium concentrates	$	—		$	3,497		$	28,015		$	22,037
Alternate feed materials processing and other	451			2,002			663			5,101
Total revenues	451			5,499			28,678			27,138
Costs and expenses applicable to revenues
Costs and expenses applicable to uranium concentrates	—			1,010			11,908			12,122
Costs and expenses applicable to alternate feed materials and other	—			1,694			—			3,724
Total costs and expenses applicable to revenues	—			2,704			11,908			15,846
Other operating costs
Impairment of inventories	714			864			3,063			2,821
Development, permitting and land holding	4,971			2,471			7,569			6,980
Standby costs	1,296			743			5,194			2,978
Abandonment of mineral properties	—			—			—			287
Impairment of assets held for sale	—			200			—			3,799
Accretion of asset retirement obligation	459			345			1,376			1,036
Selling costs	33			32			121			147
Intangible asset amortization	—			205			2,502			3,297
General and administration	3,193			2,946			10,440			10,752
Total operating loss	(10,215		)	(5,011		)	(13,495		)	(20,805		)

Interest expense	(417		)	(562		)	(1,384		)	(1,607		)
Other (loss) income	(3,265		)	689			(2,703		)	2,452
Net loss	(13,897		)	(4,884		)	(17,582		)	(19,960		)

Items that may be reclassified in the future to profit and loss
Foreign currency translation adjustment	895			(662		)	657			(1,306		)
Unrealized gain (loss) on available-for-sale assets	380			(115		)	—			(223		)
Other comprehensive income (loss)	1,275			(777		)	657			(1,529		)
Comprehensive loss	$	(12,622	)	$	(5,661	)	$	(16,925	)	$	(21,489	)

Net loss attributable to:
Owners of the Company	$	(13,812	)	$	(4,766	)	$	(17,485	)	$	(19,744	)
Non-controlling interests	(85		)	(118		)	(97		)	(216		)
	$	(13,897	)	$	(4,884	)	$	(17,582	)	$	(19,960	)
Comprehensive loss attributable to:
Owners of the Company	$	(12,537	)	$	(5,543	)	$	(16,828	)	$	(21,273	)
Non-controlling interests	(85		)	(118		)	(97		)	(216		)
	$	(12,622	)	$	(5,661	)	$	(16,925	)	$	(21,489	)

Basic loss per share	$	(0.16	)	$	(0.07	)	$	(0.20	)	$	(0.28	)

See accompanying notes to the condensed consolidated financial statements.

ENERGY FUELS INC.

Condensed Consolidated Balance Sheets

(unaudited)(Expressed in thousands of US dollars, except share amounts)




	September 30, 2018			December 31, 2017
ASSETS
Current assets
Cash and cash equivalents	$	14,775		$	18,574
Marketable securities	27,168			1,034
Trade and other receivables, net	962			1,253
Inventories, net	15,238			16,550
Prepaid expenses and other assets	1,105			780
Mineral properties held for sale	—			5,000
Total current assets	59,248			43,191
Investments accounted for at fair value	1,823			903
Plant and equipment, net	30,616			33,076
Mineral properties, net	83,539			83,539
Intangible assets, net	—			2,502
Restricted cash	21,555			22,127
Total assets	$	196,781		$	185,338

LIABILITIES & EQUITY

Current liabilities
Accounts payable and accrued liabilities	$	5,516		$	6,449
Current portion of asset retirement obligation	32			32
Current portion of loans and borrowings	—			3,414
Deferred revenue	2,434			—
Total current liabilities	7,982			9,895
Warrant liabilities	7,396			3,376
Asset retirement obligation	19,399			18,248
Loans and borrowings	17,251			24,077
Total liabilities	52,028			55,596
Equity
Share capital Common shares, without par value, unlimited shares authorized; shares issued and outstanding 89,529,624 at September 30, 2018 and 74,366,824 at December 31, 2017	462,319			430,383
Accumulated deficit	(324,298		)	(306,813		)
Accumulated other comprehensive income	2,946			2,289
Total shareholders' equity	140,967			125,859
Non-controlling interests	3,786			3,883
Total equity	144,753			129,742
Total liabilities and equity	$	196,781		$	185,338

Commitments and contingencies (Note 13)

See accompanying notes to the condensed consolidated financial statements.

ENERGY FUELS INC.

Condensed Consolidated Statements of Changes in Equity

(unaudited)(Expressed in thousands of US dollars, except share amounts)



	Common Stock				Deficit			Accumulated other comprehensive income		Total shareholders' equity			Non-controlling interests			Total equity
	Shares	Amount			Deficit			Accumulated other comprehensive income		Total shareholders' equity			Non-controlling interests			Total equity
Balance at December 31, 2017	74,366,824	$	430,383		$	(306,813	)	$	2,289	$	125,859		$	3,883		$	129,742
Net loss	—	—			(17,485		)	—		(17,485		)	(97		)	(17,582		)
Other comprehensive loss	—	—			—			657		657			—			657
Shares issued for cash by at-the-market offering	12,573,674	26,295			—			—		26,295			—			26,295
Shares issued for acquisition of Royalties	1,102,840	3,739								3,739						3,739
Share issuance cost	—	(774		)	—			—		(774		)	—			(774		)
Share-based compensation	—	2,241			—			—		2,241			—			2,241
Shares issued for exercise of stock options	290,210	619			—			—		619			—			619
Shares issued for exercise of warrants	111,270	366								366						366
Shares issued for the vesting of restricted stock units	899,192	—			—			—		—			—			—
Shares issued for consulting services	185,614	364			—			—		364			—			364
Cash paid to fund employee income tax withholding due upon vesting of restricted stock units	—	(914		)	—			—		(914		)	—			(914		)
Balance at September 30, 2018	89,529,624	462,319			(324,298		)	2,946		140,967			3,786			144,753

See accompanying notes to the condensed consolidated financial statements.

ENERGY FUELS INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)(Expressed in thousands of US dollars)



	For the nine months ended
	September 30,
	2018			2017
OPERATING ACTIVITIES
Net loss for the period	$	(17,582	)	$	(19,960	)
Items not involving cash:
Depletion, depreciation and amortization	3,480			4,306
Stock-based compensation	2,241			2,617
Change in value of convertible debentures	1,135			615
Change in value of warrant liabilities	3,802			(1,416		)
Accretion of asset retirement obligation	1,376			1,036
Unrealized foreign exchange gains	447			(486		)
Impairment of inventories	3,063			2,821
Abandonment of mineral properties				287
Impairment of mineral properties held for sale	—			3,799
Acquisition of Royalty interests, net of share issuance costs	3,622			—
Other non-cash expenses	392			1,435
Changes in assets and liabilities
(Increase) Decrease in inventories	(214		)	1,700
(Increase) Decrease in trade and other receivables	(145		)	36
(Increase) Decrease in prepaid expenses and other assets	(760		)	527
Decrease in accounts payable and accrued liabilities	(2,678		)	(2,191		)
Cash paid for reclamation and remediation activities	(225		)	(732		)
Changes in deferred revenue	2,434			135
	388			(5,471		)
INVESTING ACTIVITIES
Purchase of mineral properties and plant, property and equipment	(55		)	—
Cash received in sale of marketable securities	2,565			—
Cash received from sale of Reno Creek	2,940			—
Purchase of available for sale investments	(25,525		)	—
	(20,075		)	—
FINANCING ACTIVITIES
Issuance of common shares for cash, net of issuance cost	25,638			9,799
Cash paid to fund employee income tax withholding due upon vesting of restricted stock units	(914		)	—
Repayment of loans and borrowings	(10,855		)	(3,272		)
Cash received from exercise of warrants	366			—
Cash received from exercise of stock option	619			—
Cash received for Notes Receivable	500			—
Cash received from non-controlling interest	—			365
	15,354			6,892

CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH DURING THE PERIOD	(4,333		)	1,421
Effect of exchange rate fluctuations on cash held in foreign currencies	(38		)	306
Cash, cash equivalents and restricted cash - beginning of period	40,701			40,076
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD	$	36,330		$	41,803
Supplemental disclosure of cash flow information:
Net cash paid during the period for:
Interest	$	1,008		$	1,230

See accompanying notes to the condensed consolidated financial statements.

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)(Tabular amounts expressed in thousands of US Dollars except share and per share amounts)

1. THE COMPANY AND DESCRIPTION OF BUSINESS

Energy Fuels Inc. was incorporated under the laws of the Province of Alberta and was continued under the Business Corporations Act (Ontario).

Energy Fuels Inc. and its subsidiary companies (collectively “the Company” or “EFI”) are engaged in uranium extraction, recovery and sales of uranium from mineral properties and the recycling of uranium bearing materials generated by third parties. As a part of these activities the Company also acquires, explores, evaluates and, if warranted, permits uranium properties. The Company’s final uranium product, uranium oxide concentrates (“U 3 O 8 ” or “uranium concentrates”), is sold to customers for further processing into fuel for nuclear reactors. The Company produces vanadium as a by-product of its uranium recovery from certain of its mines as market conditions warrant.

The Company is an exploration stage mining company as defined by the United States (“U.S.”) Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”) as it has not established the existence of proven or probable reserves on any of our properties.


2.	BASIS OF PRESENTATION

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are presented in thousands of US dollars (“USD”) except per share amounts. Certain footnote disclosures have share prices which are presented in Canadian dollars (“Cdn$”).

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included are adequate to make the information presented not misleading.

In management’s opinion, these unaudited condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s audited consolidated financial statements for the year ended December 31, 2017 . However, the results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. Certain reclassifications have been made to the prior year financial statements to conform to the current presentation. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto and summary of significant accounting policies included in the Company’s annual report on Form 10-K for the year ended December 31, 2017 .

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated.


3.	MARKETABLE SECURITIES

The following tables summarize our marketable securities by significant investment categories as of September 30, 2018 :



	Cost Basis		Gross Unrealized losses			Gross Unrealized gains		Fair Value
Marketable debt securities ⁽¹⁾	25,525		(38		)	14		25,501
Marketable equity securities	1,062		(520		)	1,125		1,667
Marketable securities	$	26,587	$	(558	)	$	1,139	$	27,168

(1) Marketable debt securities are comprised primarily of U.S. government notes, and also includes U.S. government agencies, and tradeable certificates of deposits.

The following tables summarize our marketable securities by significant investment categories as of December 31, 2017:



	Cost Basis		Gross Unrealized losses	Gross Unrealized gains		Fair Value
Marketable equity securities	$	1,062	—	$	378	$	1,034
Marketable securities	$	1,062	—	$	378	$	1,034

During the three and nine months ended September 30, 2017 and 2018, we did not recognize any significant other-than-temporary impairment losses. Losses on impairment are included as a component of other (loss) income in the Consolidated Statements of Operations.

The following table summarizes the estimated fair value of our investments in marketable debt securities with stated contractual maturity dates, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities:



Due in less than 12 months	$	16,761
Due in 12 months to two years	7,860
Due in greater than two years	880
	$	25,501


4.	INVENTORIES



	September 30, 2018		December 31, 2017
Concentrates and work-in-progress	$	12,088	$	14,118
Raw materials and consumables	3,150		2,432
	$	15,238	$	16,550


5.	PLANT AND EQUIPMENT AND MINERAL PROPERTIES

The following is a summary of plant and equipment:



	September 30, 2018							December 31, 2017
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation			Net Book Value
Plant and equipment
Nichols Ranch	$	29,210	$	(11,508	)	$	17,702	$	29,210	$	(9,971	)	$	19,239
Alta Mesa	13,626		(2,086		)	11,540		13,626		(1,388		)	12,238
Equipment and other	13,416		(12,042		)	1,374		13,367		(11,768		)	1,599
Plant and equipment total	$	56,252	$	(25,636	)	$	30,616	$	56,203	$	(23,127	)	$	33,076

Acquisition of Royalties

On August 14, 2018 the Company issued 1.10 million shares for consideration of $3.74 million to acquire a 6% – 8% sliding-scale gross proceeds production royalty on its Nichols Ranch, Hank and Doughstick properties (Doughstick is a part of the Company’s Jane Dough Project expansion area) and extinguished the royalty. This royalty also applied to the nearby Niles Ranch, Willow Creek, and Verna Ann properties, which are important pipeline uranium properties also owned by the Company. Acquisition of this royalty is expected to significantly decrease the Company’s cost of production at Nichols Ranch. As the Company does not have any reserves as defined by SEC Industry Guide 7, the Company has expensed this as development, permitting and land holding costs in the statement of operations and comprehensive loss.

The following is a summary of mineral properties:



	September 30, 2018		December 31, 2017
Mineral properties
Uranerz ISR properties (a)	$	25,974	$	25,974
Sheep Mountain	34,183		34,183
Roca Honda	22,095		22,095
Other	1,287		1,287
Mineral properties total	$	83,539	$	83,539

a) In the three and nine months ended September 30, 2017 , the Company did not renew certain mineral leases and recorded abandonment expense of $ Nil and $0.29 million , respectively, in the statement of operations.

6. ASSET RETIREMENT OBLIGATIONS AND RESTRICTED CASH

The following table summarizes the Company’s asset retirement obligations:



	September 30, 2018			December 31, 2017
Asset retirement obligation, beginning of period	$	18,280		$	17,033
Revision of estimate	—			249
Accretion of liabilities	1,376			1,733
Settlements	(225		)	(735		)
Asset retirement obligation, end of period	$	19,431		$	18,280
Asset retirement obligation:
Current	$	32		$	32
Non-current	19,399			18,248
Asset retirement obligation, end of period	$	19,431		$	18,280

The asset retirement obligations of the Company are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the Company and the applicable regulatory authorities. The above provision represents the Company’s best estimate of the present value of future reclamation costs, discounted using credit adjusted risk-free interest rates ranging from 9.5% to 11.5% and an inflation rate of 2.0% . The total undiscounted decommissioning liability at September 30, 2018 is $43.17 million ( December 31, 2017 - $43.46 million ).

The following table summarizes the Company’s restricted cash:



	September 30, 2018			December 31, 2017
Restricted cash, beginning of period	$	22,127		$	23,175
Additional collateral posted	102			13,609
Refunds of collateral	(674		)	(14,657		)
Restricted cash, end of period	$	21,555		$	22,127

The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favor of the applicable state regulatory agencies in Arizona, Colorado, New Mexico, Texas, Utah and Wyoming, and the U.S. Bureau of Land Management and U.S. Forest Service for estimated reclamation costs associated with the White Mesa Mill, Nichols Ranch, Alta Mesa and other mining properties. Cash equivalents are short-term highly liquid investments with original maturities of three months or less. The restricted cash will be released when the Company has reclaimed a mineral property or restructured the surety and collateral arrangements. See Note 13 for a discussion of the Company’s surety bond commitments.

Cash, cash equivalents and restricted cash are included in the following accounts at September 30, 2018 and December 31, 2017 :



	September 30, 2018		December 31, 2017
Cash and cash equivalents	$	14,775	$	18,574
Restricted cash included in other long-term assets	21,555		22,127
Total cash, cash equivalents and restricted cash	$	36,330	$	40,701


7.	LOANS AND BORROWINGS

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



	September 30, 2018		December 31, 2017
Current portion of loans and borrowings:
Wyoming Industrial Development Revenue Bond loan (b)	—		3,414
Total current loans and borrowings	$	—	$	3,414
Long-term loans and borrowings:
Convertible debentures (a)	$	17,251	$	16,636
Wyoming Industrial Development Revenue Bond loan (b)	—		7,441
Total long-term loans and borrowings	$	17,251	$	24,077

(a)

On July 24, 2012, the Company completed a bought deal public offering of 22,000 floating-rate convertible unsecured subordinated debentures originally maturing June 30, 2017 (the “Debentures”) at a price of Cdn $1,000 per Debenture for gross proceeds of Cdn$21.55 million (the “Offering”). The Debentures are convertible into Common Shares at the option of the holder. Interest is paid in cash and in addition, unless an event of default has occurred and is continuing, the Company may elect, from time to time, subject to applicable regulatory approval, to satisfy its obligation to pay interest on the Debentures, on the date it is payable under the indenture: (i) in cash; (ii) by delivering sufficient common shares to the debenture trustee, for sale, to satisfy the interest obligations in accordance with the indenture in which event holders of the Debentures will be entitled to receive a cash payment equal to the proceeds of the sale of such common shares; or (iii) any combination of (i) and (ii).

On August 4, 2016, the Company, by a vote of the Debentureholders, extended the maturity date of the Debentures from June 30, 2017 to December 31, 2020, and reduced the conversion price of the Debentures from Cdn $15.00 to Cdn $4.15 per Common Share of the Company. In addition, a redemption provision was added that will enable the Company, upon giving not less than 30 days' notice to Debentureholders, to redeem the Debentures, for cash, in whole or in part at any time after June 30, 2019, but prior to maturity, at a price of 101% of the aggregate principal amount redeemed, plus accrued and unpaid interest (less any tax required by law to be deducted) on such Debentures up to but excluding the redemption date. A right (in favor of each Debentureholder) was also added which gave the Debentureholders the option to require the Company to purchase, for cash, on the previous maturity date of June 30, 2017, up to 20% of the Debentures held by the Debentureholders at a price equal to 100% of the principal amount purchased plus accrued and unpaid interest (less any tax required by law to be deducted). In the three months ended June 30, 2017, Debentureholders elected to redeem Cdn $1.13 million ( $0.87 million ) under this right. No additional purchases are allowed under this right. In addition, certain other amendments were made to the Indenture, as required by the U.S. Trust Indenture Act of 1939, as amended, and

with respect to the addition of a U.S. Trustee in compliance therewith, as well as to remove provisions of the Indenture that no longer apply, such as U.S. securities law restrictions.

The Debentures accrue interest, payable semi-annually in arrears on June 30 and December 31 of each year at a fluctuating rate of not less than 8.5% and not more than 13.5% , indexed to the simple average spot price of uranium as reported on the UxC Weekly Indicator Price. The Debentures may be redeemed in whole or part, at par plus accrued interest and unpaid interest by the Company between June 30, 2019 and December 31, 2020 subject to certain terms and conditions, provided the volume weighted average trading price of the common shares of the Company on the Toronto Stock Exchange ("TSX") during the 20 consecutive trading days ending five days preceding the date on which the notice of redemption is given is not less than 125% of the conversion price.

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

Subject to any required regulatory approval and provided no event of default has occurred and is continuing, the Company has the option to satisfy its obligation to repay the Cdn $1,000 principal amount of the Debentures, in whole or in part, due at redemption or maturity, upon at least 40 days’ and not more than 60 days’ prior notice, by delivering that number of common shares obtained by dividing the Cdn $1,000 principal amount of the Debentures maturing or to be redeemed as applicable, by 95% of the volume-weighted average trading price of the common shares on the TSX during the 20 consecutive trading days ending five trading days preceding the date fixed for redemption or the maturity date, as the case may be.

In accordance with the revised terms approved on August 4, 2016, the Company had classified 20% of the principal amount of the Debenture as a current liability at December 31, 2016. Upon expiration of the option at June 30, 2017, the Company reclassified the amount not redeemed as a long term liability. The Debentures are classified as fair value through profit or loss where the Debentures are measured at fair value based on the closing price on the TSX (a Level 1 measurement) and changes are recognized in earnings. For the three and nine months ended September 30, 2018 the Company recorded a loss on revaluation of convertible Debentures of $1.46 million and $1.14 million ( September 30, 2017 – gain of $0.16 million and $0.62 million loss for the three and nine s ended).

(b)

The Company, upon its acquisition of Uranerz in 2015, assumed a loan through the Wyoming Industrial Development Revenue Bond program (the "Loan"). The Loan had an annual interest rate of 5.75% and was repayable over seven years, maturing on October 15, 2020. The Loan originated on December 3, 2013 and required the payment of interest only for the first year, with the amortization of principal plus interest over the remaining six years. The Loan was secured by most of the assets of the Company’s wholly owned subsidiary, Uranerz, including mineral properties, the processing facility, and equipment as well as an assignment of all of Uranerz’ rights, title and interest in and to its product sales contracts and other agreements. Uranerz was also subject to dividend restrictions. Principal and interest were paid on a quarterly basis on the first day of January, April, July and October. In September 2018, the Company repaid and retired the entire outstanding balance of $8.3 million of the loan and the mortgage on the Company's assets was released.


8.	CAPITAL STOCK

Authorized capital stock

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

Issued capital stock

In the nine months ended September 30, 2018 , the Company issued 12,573,674 Common Shares under the Company’s “at-the-market” offering (the “ATM”) for net proceeds of $25.64 million .

On August 14, 2018 the Company issued 1.10 million shares for consideration of $3.74 million to acquire production royalty on its Nichols Ranch, Hank and Doughstick properties.

Share Purchase Warrants

The following table summarizes the Company’s share purchase warrants denominated in US dollars. These warrants are accounted for as derivative liabilities as the functional currency of the entity issuing the warrants, Energy Fuels Inc., is Canadian dollars.



Month Issued	Expiry Date	Exercise Price USD$	Warrants Outstanding	Fair value at September 30, 2018
March 2016 (a)	March 14, 2019	3.20	2,405,625	$	1,280
September 2016 (b)	September 20, 2021	2.45	4,167,480	6,116
				$	7,396

(a) The US dollar based warrants issued in March 2016 are classified as Level 2 under the fair value hierarchy (Note 16 ).

(b) The warrants issued in September 2016 are classified as Level 1 under the fair value hierarchy (Note 16 ).

In the three months ended September 30, 2018, 110,000 warrants issued in March 2016 were exercised with a fair value of $0.61 million and 1,270 warrants issued in September 2016 were exercised with a fair value of less than $0.1 million .

The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the $1.28 million of fair value for the 2,405,625 warrants at September 30, 2018 .



Risk-free rate	2.59%
Expected life	0.5 years
Expected volatility	36.86%
Expected dividend yield	0.00%


*	Expected volatility is measured based on the Company’s historical share price volatility over the expected life of the warrants.


9.	BASIC AND DILUTED LOSS PER COMMON SHARE

Basic and diluted loss per share

The calculation of basic and diluted earnings per share after adjustment for the effects of all potential dilutive common shares, calculated as follows:



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
Income (loss) attributable to shareholders	$	(13,812	)	$	(4,766	)	$	(17,485	)	$	(19,744	)
Basic and diluted weighted average number of common shares outstanding	87,197,294			71,436,413			80,843,493			70,216,934
Income (loss) per common share	$	(0.16	)	$	(0.07	)	$	(0.20	)	$	(0.28	)

For the nine months ended September 30, 2018 , 8.44 million ( September 30, 2017 - 8.71 million ) options and warrants and the potential conversion of the Debentures have been excluded from the calculation as their effect would have been anti-dilutive.


10.	SHARE-BASED PAYMENTS

The Company, under the 2018 Omnibus Equity Incentive Compensation Plan (the “Compensation Plan”), maintains a stock incentive plan for directors, executives, eligible employees and consultants. Stock incentive awards include employee stock options and restricted stock units (“RSUs”). The Company issues new shares of common stock to satisfy exercises and vesting under all of its stock incentive awards. At September 30, 2018 , a total of 8,952,962 Common Shares were authorized for stock incentive plan awards.

Employee Stock Options

The Company, under the Compensation Plan may grant options to directors, executives, employees and consultants to purchase Common Shares of the Company. The exercise price of the options is set as the higher of the Company’s closing share price on the day before the grant date or the five-day volume weighted average price. Stock options granted under the Compensation Plan generally vest over a period of two years or more and are generally exercisable over a period of five years from the grant date not

to exceed 10 years. The value of each option award is estimated at the grant date using the Black-Scholes Option Valuation Model. There were 0.42 million options granted in the nine months ended September 30, 2018 ( nine months ended September 30, 2017 – 0.74 million options). At September 30, 2018 , there were 1.87 million options outstanding with 1.54 million options exercisable, at a weighted average exercise price of $3.76 and $4.14 respectively, with a weighted average remaining contractual life of 3.54 years. The aggregate intrinsic value of the fully vested options was $0.62 million .

The fair value of the options granted under the Compensation Plan for the nine months ended September 30, 2018 was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted-average assumptions:



Risk-free interest rate	2.840
Expected life	5.0 years
Expected volatility	59.0	*
Expected dividend yield	0.00%
Weighted-average expected life of option	5.00
Weighted-average grant date fair value	$0.96


*	Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the options.

The summary of the Company’s stock options at September 30, 2018 and December 31, 2017 , and the changes for the fiscal periods ending on those dates is presented below:



	Range of Exercise Prices $	Weighted Average Exercise Price $	Number of Options
Balance, December 31, 2016	2.12 - 15.61	5.69	2,045,143
Granted	1.77 - 2.35	2.34	738,893
Exercised	—	—	—
Forfeited	2.12 - 11.94	2.93	(316,289	)
Expired	4.48 - 12.55	8.42	(438,900	)
Balance, December 31, 2017	1.77 - 15.61	4.48	2,028,847
Granted	1.70	1.70	422,956
Exercised	1.70 - 2.55	2.13	(280,235	)
Forfeited	2.12 - 6.99	5.09	(130,536	)
Expired	6.18 - 10.36	8.37	(170,564	)
Balance, September 30, 2018	1.70 - 15.61	3.76	1,870,468

A summary of the status and activity of non-vested stock options for the nine months ended September 30, 2018 is as follows:



	Number of shares		Weighted Average Grant- Date Fair Value
Non-vested December 31, 2017	365,180		$	1.20
Granted	422,956		0.91
Vested	(438,662	)	1.07
Forfeited	(20,830	)	0.64
Non-vested September 30, 2018	328,644		$	1.04

Restricted Stock Units

The Company grants RSUs to executives and eligible employees. Awards are determined as a target percentage of base salary and generally vest over periods of three years. Prior to vesting, holders of restricted stock units do not have the right to vote the underlying shares. The RSUs are subject to forfeiture risk and other restrictions. Upon vesting, the employee is entitled to receive one share of the Company’s common stock for each RSU for no additional payment. During the nine months ended September 30, 2018 , the Company's Board of Directors approved the issuance of 1.19 million RSUs under the Compensation Plan ( September 30, 2017 - 1.39 million ).

A summary of the status and activity of non-vested RSUs at September 30, 2018 is as follows:



	RSU
	Number of shares		Weighted Average Grant- Date Fair Value
Non-vested December 31, 2017	1,909,477		$	2.17
Granted	1,191,132		1.70
Vested	(1,486,126	)	2.24
Forfeited	(34,296	)	2.00
Non-vested September 30, 2018	1,580,187		$	1.99

The total intrinsic value and fair value of RSUs that vested and were settled for equity in the nine months ended September 30, 2018 was $2.41 million ( September 30, 2017 – $1.64 million ).

The share-based compensation recorded during the three and nine months ended September 30, 2018 was $0.52 million and $2.24 million ( three and nine months ended September 30, 2017 - $0.83 million and $2.62 million , respectively).

At September 30, 2018 , there were $0.10 million and $1.35 million of unrecognized compensation costs related to the unvested stock options and RSU awards, respectively. These costs are expected to be recognized over a period of approximately two years.


11.	INCOME TAXES

As of September 30, 2018, the Company does not believe it is more likely than not that it will fully realize the benefit of the deferred tax assets. As such, the Company recognized a full valuation allowance against the net deferred tax assets as of September 30, 2018, and December 31, 2017. For the nine months ending September 30, 2018 the company anticipates having a taxable loss that will result in an increase to the valuation allowance of $2.30 million .


12.	SUPPLEMENTAL FINANCIAL INFORMATION

The components of other income (expense) are as follows:



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
Interest income	$	84		$	57		$	157		$	118
Change in value of investments accounted at fair value	1,127			(113		)	1,570			505
Change in value of warrant liabilities	(2,722		)	571			(3,802		)	1,416
Change in value of convertible debentures	(1,455		)	160			(1,135		)	(615		)
Sale of surplus assets	—			—			293			1,138
Foreign exchange gain (loss)	(170		)	—			(60		)	—
Gain on sale of assets held for sale	—			—			341			—
Other	(129		)	14			(67		)	(110		)
Other (expense) income	$	(3,265	)	$	689		$	(2,703	)	$	2,452


13.	COMMITMENTS AND CONTINGENCIES

General legal matters

Other than routine litigation incidental to our business, or as described below, the Company is not currently a party to any material pending legal proceedings that management believes would be likely to have a material adverse effect on our financial position, results of operations or cash flows.

White Mesa Mill

In January 2013, the Ute Mountain Ute Tribe filed a Petition to Intervene and Request for Agency Action challenging the Corrective Action Plan approved by the State of Utah Department of Environmental Quality (“UDEQ”) relating to nitrate contamination in the shallow aquifer at the White Mesa Mill site. This challenge is currently being evaluated, and may involve the appointment of an administrative law judge to hear the matter. The Company does not consider this action to have any merit. If the petition is successful, the likely outcome would be a requirement to modify or replace the existing Corrective Action Plan. At this time, the Company does not believe any such modification or replacement would materially affect our financial position, results of operations or cash flows. However, the scope and costs of remediation under a revised or replacement Corrective Action Plan have not yet been determined and could be significant.

On January 19, 2018, UDEQ renewed, and on February 16, 2018 reissued with minor corrections, the Company’s White Mesa Mill license for another ten years, and Groundwater Discharge Permit for another five years, after which renewal periods further applications for renewal for the license and permit will need to be submitted. During the review period for each application for renewal, the Mill can continue to operate under its then existing license and permit until such time as the renewed license or permit is issued. In March 2018, the Grand Canyon Trust, Ute Mountain Ute Tribe and Uranium Watch served Petitions for Review challenging UDEQ’s renewal of the license and permit. Then, in May and June 2018, Uranium Watch, the Grand Canyon Trust and the Ute Mountain Ute Tribe filed with UDEQ Requests for Appointment of an Administrative Law Judge, which they subsequently agreed to suspend pursuant to a Stipulation and Agreement with UDEQ, effective June 4, 2018. The Company does not consider these challenges to have any merit and intends to participate with UDEQ in defending against the challenges. If the challenges are successful, the likely outcome would be a requirement to modify the renewed license and/or permit. At this time, the Company does not believe any such modification would materially affect our financial position, results of operations or cash flows.

Canyon Project

In March, 2013, the Center for Biological Diversity, the Grand Canyon Trust, the Sierra Club and the Havasupai Tribe (the “Canyon Plaintiffs”) filed a complaint in the U.S. District Court for the District of Arizona (the “District Court”) against the Forest Supervisor for the Kaibab National Forest and the U.S. Forest Services ("USFS") seeking an order (a) declaring that the USFS failed to comply with environmental, mining, public land, and historic preservation laws in relation to our Canyon Project, (b) setting aside any approvals regarding exploration and mining operations at the Canyon Project, and (c) directing operations to cease at the Canyon Project and enjoining the USFS from allowing any further exploration or mining-related activities at the Canyon Project until the USFS fully complies with all applicable laws. In April 2013, the Plaintiffs filed a Motion for Preliminary Injunction, which was denied by the District Court in September, 2013. On April 7, 2015, the District Court issued its final ruling on the merits in favor of the Defendants and the Company and against the Canyon Plaintiffs on all counts. The Canyon Plaintiffs appealed the District Court’s ruling on the merits to the Ninth Circuit Court of Appeals, and filed motions for an injunction pending appeal with the District Court. Those motions for an injunction pending appeal were denied by the District Court on May 26, 2015. Thereafter, Plaintiffs filed urgent motions for an injunction pending appeal with the Ninth Circuit Court of Appeals, which were denied on June 30, 2015. The hearing on the merits at the Court of Appeals was held on December 15, 2016. On December 12, 2017, the Ninth Circuit Court of Appeals issued its ruling on the merits in favor of the Defendants and the Company and against the Canyon Plaintiffs on all counts. The Canyon Plaintiffs petitioned the Ninth Circuit Court of Appeals for a rehearing en banc . On October 25, 2018, the Ninth Circuit panel ruled on the petition for rehearing en banc. The panel withdrew its prior opinion and filed a new opinion, which affirmed with one exception the District Court’s decision. The one exception relates to Plaintiffs’ fourth claim, which was dismissed by the District Court for lack of standing. The Ninth Circuit panel reversed itself on its standing analysis, concluded that the Plaintiff’s have standing to assert this claim and remanded the claim back to the District Court to hear the merits of Plaintiffs’ claim. If the Canyon Plaintiffs are successful on this claim, the Company may be required to maintain the Canyon Project on standby pending resolution of the matter. Such a required prolonged stoppage of mining activities could have a significant impact on our future operations.

Daneros Project

On February 23, 2018, the U.S. Bureau of Land Management (“BLM”) issued its Environmental Assessment (“EA”), Decision Record, and Finding of No Significant Impact (“FONSI”) relating to the BLM-approved Mine Plan of Operations Modification (“MPOM”) for the expansion of the Company’s Daneros Mine, subject to certain specified requirements. The MPOM allows for expanded mining operations, the reclamation of historic mining disturbances, and the implementation of additional operational and emission controls. On March 29, 2018, the Southern Utah Wilderness Alliance and Grand Canyon Trust filed a Notice of Appeal with the Interior Board of Land Appeals (“IBLA”), challenging BLM’s Decision Record, FONSI, MPOM and EA. On April 12, 2018, the Company filed a Motion to Intervene with IBLA, requesting that the Company be allowed intervention as a full party to this appeal and, on May 1, 2018, the Company’s Motion to Intervene was granted by IBLA. On April 18, 2018, the United States Department of Interior (“DOI”) granted Appellants’ request for an extension of time to file a statement of reasons until 30 days from when the IBLA receives the complete Administrative Record (“AR”), which was received on April 26, 2018. On May 22, counsel for the BLM filed an Unopposed Motion to Suspend Briefing Schedule for inadvertently filing an incomplete AR and, on May 29, 2018, DOI granted BLM’s motion. O n July 6, 2018, BLM filed its Motion to Replace Incomplete Version of Administrative Record with Complete Version, granted by DOI on July 30. On October 10, 2018, BLM filed an Unopposed Motion for Extension of Time to Answer Statement of Reasons and Proposed Modified Joint Briefing Schedule, which DOI granted on October 11. BLM may file an answer by November 13, 2018, and intervenors may file an answer within 30 days thereafter.

Surety Bonds

The Company has indemnified third-party companies to provide surety bonds as collateral for the Company’s asset retirement obligation. The Company is obligated to replace this collateral in the event of a default, and is obligated to repay any reclamation or closure costs due. The Company currently has $21.56 million posted against an undiscounted asset retirement obligation of $43.17 million ( December 31, 2017 - $22.13 million posted against undiscounted asset retirement obligation of $43.46 million ).


14.	RELATED PARTY TRANSACTIONS

On May 17, 2017, the Board of Directors of the Company appointed Robert W. Kirkwood and Benjamin Eshleman III to the Board of Directors of the Company.

Mr. Kirkwood is a principal of the Kirkwood Companies, including Kirkwood Oil and Gas LLC, Wesco Operating, Inc., and United Nuclear LLC (“United Nuclear”). United Nuclear, owns a 19% interest in the Company’s Arkose Mining Venture while the Company owns the remaining 81% . The Company acts as manager of the Arkose Mining Venture and has management and control over operations carried out by the Arkose Mining Ve nture. The Arkose Mining Venture is a contractual joint venture governed by a venture agreement dated as of January 15, 2008 entered into by Uranerz Energy Corporation (a subsidiary of the Company) and United Nuclear (the “Venture Agreement”).

United Nuclear contributed $nil to the expenses of the Arkose Joint Venture based on the approved budget for the nine months ended September 30, 2018 .

Mr. Benjamin Eshleman III is President of Mesteña LLC, which became a shareholder of the Company through the Company’s acquisition of Mesteña Uranium, L.L.C (now EFR Alta Mesa LLC) in June 2016 through the issuance of 4,551,284 common shares of the Company to the direction of the Sellers (of which 4,324,465 common shares of the Company are currently held by the Sellers). In connection with the Purchase Agreement, one of the Acquired Companies, Leoncito Project, L.L.C. entered into an Amended and Restated Uranium Testing Permit and Lease Option Agreement with Mesteña Unproven, Ltd., Jones Ranch Minerals Unproven, Ltd and Mesteña Proven, Ltd. (collectively the “Grantors”), which requires Leoncito Project, L.L.C., to make a payment in the amount of $0.60 million to the Grantors in June 2019 (of which up to 50% may be paid in common shares of the Company at the Company’s election). At September 30, 2018 , the Company has accrued $0.45 million of this liability on the balance sheet. The Grantors are managed by Mesteña LLC.

Pursuant to the Purchase Agreement, the Alta Mesa Properties held by the Acquired Companies are subject to a royalty of 3.125% of the value of the recovered U ₃ O ₈ from the Alta Mesa Properties sold at a price of $65.00 per pound or less, 6.25% of the value of the recovered U ₃ O ₈ from the Alta Mesa Properties sold at a price greater than $65.00 per pound and up to and including $95.00 per pound, and 7.5% of the value of the recovered U ₃ O ₈ from the Alta Mesa Properties sold at a price greater than $95.00 per pound. The royalties are held by the Sellers, and Mr. Eshleman and his extended family hold all of the ownership interests in the Sellers. In addition, Mr. Eshleman and certain members of his extended family are parties to surface use agreements that entitle them to surface use payments from the Acquired Companies in certain circumstances. The Alta Mesa Properties are currently being maintained on care and maintenance to enable the Company to restart operations as market conditions warrant. Due to the price of U ₃ O ₈ , the Company did no t pay any royalty payments or surface use payments to the Sellers or to Mr. Eshleman or his immediate family members in the three months and nine months ended September 30, 2018 and does no t anticipate paying any

royalty payments or surface use payments to the Sellers or to Mr. Eshleman or his immediate family members during the remainder of 2018. Pursuant to the Purchase Agreement, surface use payments from June 2016 through December 31, 2018 have been deferred until June 30, 2019 at which time the Company will pay $1.35 million to settle this obligation. As of September 30, 2018 , the Company has accrued $1.22 million of this liability on the balance sheet.


15.	REVENUE RECOGNITION AND CONTRACTS WITH CUSTOMERS

Adoption

On January 1, 2018, the Company adopted new guidance on revenue from contracts with customers using the modified retrospective method applied to contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance.

We recorded a net decrease to opening accumulated deficit of $2.47 million as of January 1, 2018, for the cumulative impact of adopting the new guidance. The impact primarily related to the change in accounting for alternate feed contracts, resulting in the recognition of $2.47 million of deferred revenue.



	Balance at December 31, 2017			New Revenue Standard Adjustment			Balance at January 1, 2018
Liabilities
Deferred revenue	$	2,474		$	(2,474	)	$	—
Equity
Accumulated deficit	$	(309,287	)	$	2,474		$	(306,813	)

Under the modified retrospective method of adoption, we are required to disclose the impact to revenues had we continued to follow our accounting policies under the previous revenue recognition guidance. We estimate that there would be no impact to revenues for the quarter ended September 30, 2018 as we did not receive any alternate feed material which would have been classified as deferred revenue in the period.

Refer to Recently Adopted Accounting Pronouncements in Management's Discussion and Analysis section for a summary of our significant policies for revenue recognition.


16 .	FAIR VALUE ACCOUNTING

Assets and liabilities measured at fair value on a recurring basis

The following tables set forth the fair value of the Company's assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy as at September 30, 2018 . As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

As of September 30, 2018 , the fair values of cash and cash equivalents, restricted cash, short-term deposits, receivables, accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these instruments.



	Level 1			Level 2			Level 3		Total
Investments at fair value	$	1,823		$	—		$	—	$	1,823
Marketable equity securities	1,667			—			—		1,667
Marketable debt securities	—			25,501			—		25,501
Warrant liabilities	(6,116		)	(1,280		)	—		(7,396		)
Convertible debentures	(17,251		)	—			—		(17,251		)
	$	(19,877	)	$	24,221		$	—	$	4,344

The Company's investments are marketable equity securities which are exchange traded, and are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the investments is calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company.


17.	SUBSEQUENT EVENTS

Sale of shares in the Company's ‘At-the-Market’ program (“ATM”).

From October 1, 2018 through November 1, 2018, the Company issued 1.51 million common shares at and average price of $3.45 for proceeds of $5.06 million using the ATM.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements for the three and nine month periods ended September 30, 2018 , and the related notes thereto, which have been prepared in accordance with U.S. GAAP. Additionally, the following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2017 filed on March 9, 2018. This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors. See section “Cautionary Statement Regarding Forward-Looking Statements” above.

While the Company has uranium extraction and recovery activities and generates revenue, it is considered to be in the Exploration Stage (as defined by SEC Industry Guide 7) as it has no Proven or Probable Reserves within the meaning of SEC Industry Guide 7. Under US GAAP, for a property that has no Proven or Probable Reserves, the Company capitalizes the cost of acquiring the property (including mineral properties and rights) and expenses all costs related to the property incurred subsequent to the acquisition of such property. Acquisition costs of a property are depreciated over its estimated useful life for a revenue generating property or expensed if the property is sold or abandoned. Acquisition costs are subject to impairment if so indicated.

All dollar amounts stated herein are in U.S. dollars, except per share amounts and currency exchange rates unless specified otherwise. References to Cdn$ refer to Canadian currency, and $ to United States currency.

Overview

We provide the raw materials for generation of clean nuclear electricity. Our primary product is a uranium concentrate (“U ₃ O ₈ ”), or yellowcake, which when further processed will become the fuel for nuclear energy. According to the Nuclear Energy Institute, nuclear energy provides nearly 20% of the total electricity, and 60% of the clean carbon-free energy, generated in the United States. The Company generates revenues from extracting and processing materials for our own account, as well as from toll processing for others.

Our uranium concentrate is produced from multiple sources:


•	Conventional recovery operations at our White Mesa Mill (the "Mill") including:


•	Processing ore from uranium mines;


•	Recycling of uranium bearing materials that are not derived from conventional ore ("Alternate Feed Materials"); and


•	In-situ recovery (“ISR”) operations.

In addition, the Company has a long history of conventional vanadium recovery at the Mill, when vanadium prices support those activities. The Company is currently expecting to commence vanadium recovery from pond solutions at the Mill in the fourth quarter of 2018. The Company is also evaluating opportunities for copper recovery from our Canyon Project.

The Mill, located near Blanding Utah, processes ore mined from the Four Corners region of the United States as well as alternate feed materials that can originate worldwide. We have the only operating uranium mill in the United States, which is also the last operating facility left in the U.S. with the near-term ability to resume recovery of vanadium. The Mill is licensed to process an average of 2,000 tons of ore per day and to extract approximately 8.0 million pounds of U ₃ O ₈ per year. The Mill has separate circuits to process conventional uranium and vanadium ores as well as Alternate Feed Materials.

Currently, there are no mines operating in the vicinity of the Mill, due to low uranium prices. The Mill is currently processing alternate feed materials for the recovery of uranium, under multiple toll processing arrangements as well as alternate feed materials for our own account. Additionally, the Mill is recovering dissolved uranium from the Mill’s tailings management system that was not fully recovered during the Mill’s prior thirty-plus years of operations (“Pond Return”). The Company is actively pursuing additional toll and Alternate Feed Materials for processing at the Mill.

The Mill also continues to pursue additional sources of feed materials. For example, a significant opportunity has arisen for the Company to potentially participate in the clean-up of abandoned uranium mines in the Four Corners Region of the U.S. Recently, the U.S. Justice Department and Environmental Protection Agency announced settlements in various forms in excess of $1.5 billion to fund certain clean-up activities on the Navajo Nation. Additional settlements with other parties are also pending. Our Mill is within close trucking distance and is uniquely positioned in this region to receive uranium-bearing materials from these

cleanups and thus recycle the contained U ₃ O _8, while at the same time permanently disposing of the cleanup materials outside the boundaries of the Navajo Nation. There are no other facilities in the U.S capable of providing this service. Consequently, the Company is actively pursuing these types of opportunities.

The Company’s ISR operations consist of our currently producing Nichols Ranch Project and our standby operation at Alta Mesa. At our Nichols Ranch Project, the Company placed its ninth header house into production in March 2017. In order to save cash and resources, the Company is deferring additional wellfield development until uranium prices recover. The Alta Mesa Project will remain on standby in the current uranium price environment.

We believe the current spot price of uranium does not support production for the majority of global uranium producers and, accordingly, we believe that prices will recover at some point in the future. In addition, as discussed below, on July 18, 2018 upon petition by the Company (and Ur-Energy), the U.S. Department of Commerce (“DOC”) initiated an investigation into the effects of uranium imports on U.S. national security. This DOC investigation has the potential to result in trade remedies, including import quotas, which may generate higher prices for U.S. uranium. In anticipation of potential price recoveries, we continue to maintain and advance our resource portfolio. Once prices recover, we stand ready to resume wellfield construction at our Nichols Ranch Project, develop wellfields and resume production at our Alta Mesa facility, as well as mine and process resources from our Canyon Project, Daneros Project, La Sal Project and Whirlwind Project. The Company believes we could start bringing this new production to the market within approximately six to twelve months of a positive production decision. Longer term, we expect to resume production at our conventional mines on standby and develop our large conventional mines at Roca Honda and Henry Mountains.

Uranium Market Update

According to monthly price data from TradeTech LLC (“TradeTech”), uranium spot prices rose 22% during Q3-2018 from $22.75 per pound on July 1. 2018 to $27.65 per pound on September 30, 2018, reaching a high of $27.65 per pound during the week of September 21, 2018 and at the end of the quarter. TradeTech price data also indicate that long-term U ₃ O ₈ prices rose by 14%, beginning the quarter at $28.00 per pound and ending the quarter at $32.00 per pound. On October 31, 2018, TradeTech reported a spot price of $28.00 per pound and a long-term price of $31.00 per pound. According to TradeTech, the July 2018 market experienced “increased buyer interest” due to news of a prolonged suspension of production at Cameco’s McArthur River Mine and Key Lake Mill, along with the initiation of the 232 investigation into uranium imports into the U.S. This market strength continued into August, which, according to TradeTech, saw “increased trading activity, coupled with purchases by primary producers.” TradeTech noted in their September 2018 Nuclear Market Review that August activity was a “record breaking 8.4 million pounds U ₃ O ₈ equivalent reported in the spot market.” While activity in the uranium spot market dropped off from this record-breaking pace in September 2018, the spot price of uranium continued to increase, driven by “strong demand and buying activity across the producer, utility, and financial sectors … coupled with significant discretionary purchases from end-users and financial entities.”

Several positive developments supported the uranium market during the three-month period ended September 30, 2018. On July 6, 2018, Kazatomprom made its first delivery of 8.1 million pounds of U ₃ O ₈ to Yellow Cake plc (World Nuclear News, July 9, 2018). Yellow Cake plc further announced the purchase of an additional 350,000 pounds of U ₃ O ₈ in August (Proactive Investors, August 10, 2018). On July 25, 2018, Cameco announced that it would extend the suspension of operations at its McArthur River Mine and Key Lake Mill for an “indefinite duration”. Furthermore, Cameco announced that it would purchase 8.0 to 9.0 million pounds of U ₃ O ₈ in 2018 and likely more in 2019 (TradeTech NMR, July 27, 2018). On July 18, 2018, the U.S. Department of Commerce (“DOC”) initiated an investigation into U.S. uranium imports (TradeTech NMR, July 27, 2018). Kazakhstan announced that uranium production was 6% lower in the first half of 2018 compared to the same period in 2017 (TradeTech NMR, August 17, 2018).

The Company believes that certain uranium supply and demand fundamentals are pointing to higher prices in the future, including significant production cuts and increased demand from utilities, financial entities, traders, and producers. However, the Company also believes that while uranium market conditions have improved in 2018, they still remain weak primarily as a result of excess uranium supplies caused by large quantities of secondary uranium supplies, excess inventories, and thus far insufficient primary production cut-backs. The Company also continues to believe that the Company’s joint filing of the "Section 232 Petition," discussed below, has injected uncertainty into the market, causing utilities and other market participants to be less aggressive in their buying and selling activities at this time.

Vanadium Market Update

According to weekly price data from Metal Bulletin, mid-point vanadium spot prices were $22.88 per pound of V ₂ O ₅ on September 30, 2018. During the quarter, weekly mid-point spot prices for V ₂ O ₅ as reported by Metal Bulletin rose by approximately 33%

from $17.25 per pound at the end of June 2018 to $22.88 per pound at the end of the quarter. The October 31, 2018 weekly spot price for vanadium as reported by Metal Bulletin was $26.25 per pound.

The Company believes that global production cutbacks have caused supply to fall well below demand, creating a deficit in the market, which has led to significant price increases. In addition, as steel production accounts for about 90% of vanadium consumption, vanadium demand has strengthened due to increased steel production and a revision of rebar standards in China which require more vanadium content and which are scheduled to take effect on November 1, 2018 (Metal Bulletin). There is also considerable interest in the vanadium battery market, though this accounts for only a small portion of vanadium demand at this time. The Company believes vanadium demand for batteries could rise significantly in the coming years.

Operations Update and Outlook for year ending December 31, 2018

The Company plans to recover uranium and/or vanadium from the following sources for the remainder of 2018 (each of which is more fully described below):


•	Nichols Ranch Project


•	Alternate Feed Materials


•	Pond Return at the White Mesa Mill

Uranium Recovery Activities

The Company expects to recover a total of 460,000 to 520,000 pounds of U ₃ O ₈ in the year ending December 31, 2018, of which 328,000 pounds of U ₃ O ₈ were produced in the first nine months of the year. Both ISR and conventional uranium recovery are being maintained at reduced levels until such time as market conditions improve sufficiently. The Company intends to publish its guidance for 2019 after Board approval of the Company’s 2019 budget, which is expected to occur in December 2018.

ISR Operations

We expect Nichols Ranch to recover a total of 140,000 to 160,000 pounds of U ₃ O ₈ in the year ending December 31, 2018, of which we recovered 115,000 pounds during the nine months ended September 30, 2018. At September 30, 2018, the Nichols Ranch wellfields had nine header houses extracting uranium. Until such time that improvement in uranium market conditions is observed, or suitable sales contracts can be entered into, the Company intends to continue to defer further development of wellfields at its Nichols Ranch Project and to keep its Alta Mesa Project on standby through 2018.

Conventional Operations

We expect to recover 320,000 to 360,000 pounds of U ₃ O ₈ at the White Mesa Mill during the year ending December 31, 2018 for our own account, of which 213,000 pounds were recovered during the nine months ended September 30, 2018. Of this material, approximately 130,000 pounds of U ₃ O ₈ are expected to be recovered from Alternate Feed Materials and the remainder from Pond Return. In addition to the 130,000 pounds of uranium expected to be recovered from Alternate Feed Materials (valued at $3.5 million), the Company expects to receive an additional $3.6 million in cash from processing fees, for total expected value from alternate feed materials of $7.1 million during 2018, of which $3.1 million of revenue and deferred revenue was recognized during the nine months ended September 30, 2018. The Company is continuing to pursue other alternate feed material opportunities, including the processing of low-grade ore from third parties in connection with various uranium clean-up requirements, some of which may result in additional value to the Company in 2018 and/or 2019. Successful results from these uranium related activities, along with the vanadium recovery activities discussed below, are expected to allow the Mill to operate for the remainder of 2018 and through 2019.

Successful results from these uranium related activities, along with the vanadium recovery activities discussed below, are expected to allow the Mill to operate for the remainder of 2018 and through 2019. However, in the event we are unable at any time to secure sufficient feed sources to justify full operation of the Mill, or if vanadium production ceases for any reason, including a weakening of vanadium market conditions, the Company would expect to place activities at the Mill on standby, until sufficient mill feed becomes available. While on standby, the Mill would continue to dry and package material from the Nichols Ranch Plant and continue to receive and stockpile alternate feed materials for future milling campaigns. Each future milling campaign would be subject to receipt of sufficient cash flow that would allow the Company to operate the Mill on a profitable basis or that would result in all or a portion of the Mill's standby costs being recovered.

At the Canyon Project, the Company plans to continue to carry out engineering, procurement and construction management activities for the remainder of 2018 and into 2019, including additional bench and pilot plant scale metallurgical test work of the

uranium/copper mineralization, as well as pursue any additional permitting actions that may be required to recover copper at the White Mesa Mill. The timing of our plans to extract and process mineralized material from this project will be based on the results of this additional evaluation work, along with market conditions, available financing, and sales requirements.

The Company continues to selectively advance certain permits at its other major conventional uranium projects. The Company plans to continue the licensing and permitting of its Roca Honda Project, a large, high-grade conventional project in New Mexico, with the Record of Decision currently scheduled to be completed in 2019. The Company will also continue to evaluate the Bullfrog Property at its Henry Mountains Project. Expenditures for certain of these projects have been adjusted to coincide with expected dates of price recoveries based on our forecasts. All of these projects serve as important pipeline assets for the Company’s future conventional production capabilities, as market conditions warrant.

In addition, a number of the Company’s conventional uranium mines also have substantial vanadium resources. These mines are discussed in the vanadium section below.

Uranium Trade Petition

In January 2018, the Company participated in the filing of a Petition for Relief with the U.S. Department of Commerce ("DOC") under Section 232 of the Trade Expansion Act of 1962 (as amended) From Imports of Uranium Products that Threaten U.S. National Security (the "Petition"). The Petition describes how uranium and nuclear fuel from state-owned and state-subsidized enterprises in Russia, Kazakhstan, Uzbekistan, and China potentially represent a threat to U.S. national security. The Petition seeks a remedy which will set a quota to limit imports of uranium into the U.S., effectively reserving 25% of the U.S. nuclear market for U.S. uranium production. Additionally, the Petition suggests implementation of a requirement for U.S. federal utilities and agencies to buy U.S. uranium in accordance with the President's Buy American Policy. The remedies, if granted, would be expected to strengthen the U.S. uranium mining industry, bolster national defense, and improve supply diversification for U.S. utilities and their customers. The Company intends to continue its support of this action for the remainder of 2018 and during 2019.

On July 18, 2018, the DOC initiated its investigation. Pursuant to Section 232 of the Trade Expansion Act, starting on July 18, 2018, the Secretary of the DOC has 270 days to prepare a report to the President of the United States. Following receipt of the Secretary’s report, the President then has 90 days to act on the Secretary’s recommendations, and if necessary take action to “adjust the imports of an article and its derivatives” and/or pursue other lawful non-trade related actions to address the threat. It should be noted, however, that there can be no certainty of the outcome of the Petition, and therefore the outcome of this process is uncertain.

Vanadium Recovery Activities

Beginning in November 2018, the Company expects to commence recovering vanadium from existing tailings pond solutions, which result from past mineral processing operations, at the White Mesa Mill in a manner similar to the way the Company has recovered uranium from those same solutions. Based on bench scale analyses, the Company believes it may be able to recover up to 4.0 million pounds of solubilized vanadium from the Mill’s tailings and evaporation ponds at a potential rate of 200,000 to 225,000 pounds of V ₂ O ₅ per month. This recovery of vanadium, assuming a successful ramp-up to commercial-scale production, would be expected to continue through 2019 and into 2020, given favorable costs, recoveries, and then-prevailing market conditions. The Company expects to be able to provide 2019 guidance for V ₂ O ₅ production later this year, after the program has commenced and the Company has obtained more information on costs, recoveries and expected market conditions. The Company will continue to provide the market with updates as production continues.

The Company is also currently engaged in a test-mining program at its La Sal Complex to evaluate different approaches that selectively target high-grade vanadium zones, thereby potentially increasing productivity and mined grades for vanadium and decreasing mining costs per pound of V ₂ O ₅ and U ₃ O ₈ recovered. This test mining campaign is expected to continue through the remainder of 2018 and into 2019 for as long as useful information continues to be developed and/or market conditions warrant. The early results of this test mining are very encouraging. The Company intends to maintain its other fully permitted uranium/vanadium mines on standby, including the Whirlwind and Rim mines, but could commence mining operations relatively quickly at those mines as market conditions may warrant.

The Company is also reviewing the economics of processing certain previously mined uranium/vanadium ore stockpiles, as well as the recovery of vanadium alone or in combination with uranium from other potential vanadium-bearing streams, as market conditions may warrant.

Uranium Readiness Activities

In addition to these substantial vanadium recovery activities, the Company is also evaluating various uranium-readiness activities it can undertake at this time to enhance its position to benefit from expected improvements in uranium market conditions, as a result of what the Company believes to be positive uranium market fundamentals or as a result of potential remedies from the Company’s Section 232 Petition. These activities may include: improvements in the flow rates at the Company’s Nichols Ranch project, to allow for increased maximum production levels at that facility; exploration drilling at the Company’s Alta Mesa project to further delineate resources in currently licensed areas, which would allow for more pounds to be included in near-term wellfield development; and accelerated permitting and development activities at certain of the Company’s other uranium and uranium/vanadium mines. The Company expects to be able to provide further details on these potential activities in December 2018, following the Board’s approval of the Company’s 2019 budget.

Sales and other revenue update and outlook year ending December 31, 2018

While no deliveries of U ₃ O ₈ occurred during Q3-2018, in the nine months ended September 30, 2018, the Company completed a total of 550,000 pounds of U ₃ O ₈ sales at a weighted average price of $53.19 per pound.

In the final three months of the year, the Company expects to complete one delivery of 100,000 pounds of U ₃ O ₈ under a contract where the price is based on the average spot price per pound of uranium for the five weeks prior to the date of delivery. It should be noted that all of the Company's existing long-term sales contracts expire following the Company's 2018 deliveries.

All of the Company’s current uranium production is 100% unhedged, and all uranium sales in 2019 and beyond will be made on the spot market or pursuant to new long-term contracts to the extent such contracts may be available on satisfactory terms. While the Company does not currently forecast the need to complete any spot sales in 2019 for cash generation purposes, uranium inventories, along with expected uranium production in 2019, are expected to provide the Company with the flexibility to complete spot sales in 2019 if market conditions warrant.

Results of Operations

The following table summarizes the results of operations for the three and nine months ended September 30, 2018 and 2017 (in thousands of US dollars):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Revenues
Uranium concentrates	$	—		$	3,497		$	28,015		$	22,037
Alternate feed materials processing and other	451			2,002			663			5,101
Total revenues	451			5,499			28,678			27,138
Costs and expenses applicable to revenue
Costs and expenses applicable to uranium concentrates	—			1,010			11,908			12,122
Costs and expenses applicable to alternate feed materials and other	—			1,694			—			3,724
Total costs and expenses applicable to revenue	—			2,704			11,908			15,846
Impairment of inventories	714			864			3,063			2,821
Gross profit	(263		)	1,931			13,707			8,471

Other operating costs and expenses
Development, permitting and land holding	4,971			2,471			7,569			6,980
Standby costs	1,296			743			5,194			2,978
Abandonment of mineral properties	—			—			—			287
Impairment of assets held for sale	—			200			—			3,799
Accretion of asset retirement obligation	459			345			1,376			1,036
Total other operating costs and expenses	6,726			3,759			14,139			15,080

Selling, general & administration
Selling costs	33			32			121			147
Intangible asset amortization	—			205			2,502			3,297
General and administration	3,193			2,946			10,440			10,752
Total selling, general & administration	3,226			3,183			13,063			14,196

Total Operating Income (Loss)	(10,215		)	(5,011		)	(13,495		)	(20,805		)
Interest expense	(417		)	(562		)	(1,384		)	(1,607		)
Other (loss) income	(3,265		)	689			(2,703		)	2,452
Net loss	$	(13,897	)	$	(4,884	)	$	(17,582	)	$	(19,960	)

Basic loss per share	$	(0.16	)	$	(0.07	)	$	(0.20	)	$	(0.28	)

Revenues

The Company’s revenues from uranium are largely based on delivery schedules under long-term contracts, which can vary from quarter to quarter.

Revenues for the three months ended September 30, 2018 totaled $0.45 million compared with $5.50 million in the three months ended September 30, 2017 .

Of the revenues for the three months ended September 30, 2018 , all were related to processing of alternate feed materials.

Revenues for the three months ended September 30, 2017 totaled $5.50 million, of which $3.50 million were from sales of 60,000 pounds of U ₃ O ₈ , pursuant to term contracts at an average price of $58.28 per pound and $2.00 million related to processing of alternate feed materials.

Revenues for the nine months ended September 30, 2018 totaled $28.68 million , which included sales of 400,000 pounds of U ₃ O ₈ pursuant to a term contract at an average price of $61.30, sales of 50,000 pounds of U ₃ O ₈ at a price of $24.75 per pound and sales of 100,000 pounds pursuant to a contract where the price is based on the spot market at a price of $22.57 per pound and alternate feed processing revenue of $0.66 million .

Revenues for the nine months ended September 30, 2017 totaled $27.14 million, of which $22.04 million consisted of sales of 320,000 pounds of U ₃ O ₈ , pursuant to term contracts at an average price of $62.72 per pound, 100,000 pounds of U ₃ O ₈ pursuant to a contract where the price is based on the spot market at a price of $19.67 per pound and $5.10 million related to toll processing of uranium concentrates.

Operating Expenses

Uranium recovered and costs and expenses applicable to revenue

In the three months ended September 30, 2018 , the Company recovered 33,000 pounds of U ₃ O ₈ from ISR recovery activities for the Company's own account, and 128,000 pounds from the Company's alternate feed sources. In the three months ended September 30, 2017, the Company recovered 66,000 pounds of U ₃ O ₈ from the Nichols Ranch Project and 104,000 pounds of U ₃ O ₈ from the Company’s alternate feed sources. In addition, the Company recovered 295,000 pounds for the account of a third party under a tolling agreement.

Costs and expenses applicable to revenue for the three months ended September 30, 2018 were nil , compared with $2.70 million for the three months ended September 30, 2017 . Included in cost and expenses applicable to revenue is $1.69 million related to toll processing for the three months ended September 30, 2017 . Costs of goods sold averaged $16.83 per pound in the three months ended September 30, 2017.

In the nine months ended September 30, 2018 , the Company recovered 115,000 pounds of U ₃ O ₈ from the Nichols Ranch Project and 213,000 pounds from the Company's alternate feed sources. In the nine months ended September 30, 2017, the Company recovered 204,000 pounds of U ₃ O ₈ from the Nichols Ranch Project and 170,000 pounds of U ₃ O ₈ from the Company’s alternate feed sources. In addition, the Company recovered 761,000 pounds for the account of a third party under a tolling agreement.

Costs and expenses applicable to revenue for the nine months ended September 30, 2018 totaled $11.91 million , compared with $15.85 million for the nine months ended September 30, 2017 . Included in cost and expenses applicable to revenue is $3.72 million related to toll processing for the nine months ended September 30, 2017 . Costs of goods sold averaged $21.65 per pound and $28.86 per pound in the nine months ended September 30, 2018 and 2017, respectively.

The decrease in the cost of sales was primarily attributable to a decrease in the quantity of U ₃ O ₈ sold year over year as discussed above as well as a decrease in toll processing and other revenues.

Other Operating Costs and Expenses

Development, permitting and land holding

For the three months ended September 30, 2018 , the Company spent $4.97 million for development of the Company's properties. This is primarily due to the 1.10 million shares issued ($3.74 million) to acquire a 6% - 8% sliding-scale gross proceeds production royalty on its Nichols Ranch, Hank and Doughstick properties (Doughstick is a part of the Company’s Jane Dough Project expansion area). This royalty also applies to the nearby Niles Ranch, Willow Creek, and Verna Ann properties, which are important pipeline uranium properties also owned by the Company. Acquisition of this royalty is expected to significantly decrease the Company’s cost of production at Nichols Ranch. Other development activities occurred at the Canyon Project, the V ₂ O ₅ Test Mining Project as well as permitting and land holding costs related to this and other projects. For the three months ended September 30, 2017, the Company spent $2.47 million for development, permitting, and land holding including completing the sinking of the shaft, completing evaluation drilling and finalizing development of the Canyon Project as well as the annual land payments for other properties. While we expect the amounts relative to the items listed above have added future value to the Company, we expense these amounts as we do not have proven or probable reserves at any of the Company's projects under SEC Industry Guide 7.

For the nine months ended September 30, 2018 , the Company spent $7.57 million for development, permitting and land holding, comprised of the acquisition of royalties as discussed above as well as the development of the Canyon Project and permitting and land holding costs related to this and other projects. For the nine months ended September 30, 2017, the Company spent $6.98 million for development, permitting, and land holding of which $4.80 million was spent at the Canyon Project completing the

sinking of the shaft, completing evaluation drilling and finalizing development of the site. Additionally, the Company spent $0.70 million completing and putting into production its ninth wellfield at Nichols Ranch, completing the permitting on the Jane Dough Project and the Sheep Mountain Project and for other permitting activities and land holding costs in the nine months ended September 30, 2017

Standby expense

The Company’s La Sal and Daneros Projects were placed on standby in 2012, as a result of market conditions. In February 2014, the Company placed its Arizona 1 Project on standby. In 2015 and 2016, the White Mesa Mill was operated at lower levels of uranium recovery, including prolonged periods of standby. Costs related to the care and maintenance of the standby mines, along with standby costs incurred while the White Mesa Mill was operating at low levels of uranium recovery or on standby, are expensed.

For the three months ended September 30, 2018 , standby costs totaled $1.30 million compared with $0.74 million in the prior year. For the nine months ended September 30, 2018 , standby costs totaled $5.19 million compared with $2.98 million in the prior year. The increase is primarily related to decreased alternate feed materials processing and toll milling activities at the White Mesa Mill causing the Mill to operate at lower levels of uranium recovery with excess costs being expensed to standby for the three months and nine months ended September 30, 2018 .

Abandonment of mineral properties

The Company has allocated value to mineral properties upon their acquisition. From time to time, the Company may choose to abandon these mineral properties by not paying the required renewal fees. For the three and nine months ended September 30, 2018, the Company did not renew certain mineral leases and recorded abandonment expense of $Nil. For the three and nine months ended September 30, 2017, the Company recorded abandonment expense of $Nil and $0.29 million, respectively.

Accretion

Accretion related to the asset retirement obligation for the Company’s properties increased for the three and nine months ended September 30, 2018 , which were $0.46 million and $1.38 million compared with the prior year three and nine months ended of $0.35 million and $1.04 million , respectively. This increase is primarily due to normal accretion activity.

General and Administrative

General and administrative expenses include costs associated with marketing uranium, corporate and general and administrative costs. General and administrative expenses consist primarily of payroll and related expenses for personnel, contract and professional services, stock-based compensation expense and other overhead expenditures. General and administrative expenses totaled $3.19 million and $10.44 million for the three and nine months ended September 30, 2018 compared to $2.95 million and $10.75 million for the three and nine ended September 30, 2017 . The year to date decrease is due primarily due to a lower head count in 2018.

Impairment of Inventories

For the three and nine months ended September 30, 2018 , the Company recognized $0.71 million and $3.06 million in impairment charges related to inventory. For the three and nine months ended September 30, 2017 , the Company recognized $0.86 million and $2.82 million inventory impairment. The impairment of inventories is due to continued lower Uranium prices versus our cost to produce at the Nichols Ranch project.

Interest Expense and Other Income and Expenses

Interest Expense

Interest expense for the three months ended September 30, 2018 , was $0.42 million compared with $0.56 million for the three months ended September 30, 2017 . Interest expense for the nine months ended September 30, 2018 , was $1.38 million compared with $1.61 million for the nine months ended September 30, 2017 . This decrease was due to the payoff of the Wyoming revenue bond loan and the put option conversion of the convertible debentures.

Other income and expense

For the three months ended September 30, 2018 , other income and expense totaled $3.27 million expense, net. These amounts primarily consist of a loss on the change in the mark-to-market values of the Company's Convertible Debentures (the “Debentures”) of $1.46 million , loss on the decrease in warrant liabilities of $2.72 million , and other expense of $0.13 million , foreign exchange loss of $0.17 million offset by $1.13 million gain in investments accounted for at fair value and interest income of $0.08 million .

For the three months ended September 30, 2017, other income and expense totaled $0.69 million of income. These amounts primarily consist of a gain on the increase in warrant liabilities of $0.57 million, a gain on the change in the mark-to-market values

of the Debentures of $0.16 million, a loss on investments accounted for at fair value of $0.11 million and interest income of $0.06 million.

For the nine months ended September 30, 2018 , other income and expense totaled $2.70 million expense, net. These amounts primarily consist of a loss on the change in the mark-to-market values of the Debentures of $1.14 million , loss on the decrease in warrant liabilities of $3.80 million , and other expense of $0.07 million , foreign exchange loss of $0.06 million , offset by $1.57 million gain in investments accounted for at fair value and interest income of $0.16 million , income of $0.29 million from the sale of surplus assets and gain of $0.34 million on assets held for sale.

For the nine months ended September 30, 2017, other income and expense totaled $2.45 million of income. These amounts mainly consist of a gain on warrant liabilities of $1.42 million, $0.51 million gain in fair value of investments, gain on sale of surplus assets of $1.14 million and interest income of $0.12 million partially offset by a loss on the change in the mark-to-market values of the Debentures of $0.62 million.

LIQUIDITY AND CAPITAL RESOURCES

Funding of major business and property acquisitions

Over the past six years the Company has funded major business and property acquisitions with capital provided by the issuance of its common shares. In 2012 we acquired Titan Uranium Inc. and the US Mining Division of Denison, in 2013 we acquired Strathmore Minerals Corp, in 2015 we acquired Uranerz and in 2016 we acquired Mesteña, each in exchange for newly issued shares.

We intend to continue to acquire assets utilizing common shares when we can do so under attractive terms.

Shares issued for cash

On December 23, 2016, the Company filed a prospectus supplement in both Canada and the United States to its Canadian base shelf prospectus and U.S. registration statement on Form S-3 which enabled the Company, at its discretion from time to time, to sell up to $20 million worth of Common Shares by way of an “at-the-market” offering (the “ATM”). On December 29, 2017, the Company filed a prospectus supplement to its U.S. registration statement, qualifying for distribution up to an additional $30 million in additional common shares under the ATM.

From January 1, 2017 to November 1, 2018, a total of 21,283,295 Common Shares have been sold under the ATM, for net proceeds to the Company of $44.89 million.

Working capital at September 30, 2018 and future requirements for funds

At September 30, 2018 , the Company had working capital of $51.27 million , including $14.78 million in cash, $27.17 million of investments available for sale and 385,000 pounds of finished goods inventory. The Company believes it has sufficient cash and resources to carry out its business plan for at least the next twelve months.

During the three months ended September 30, 2018 the Company began to invest excess cash in debt securities issued by the U.S. government and its agencies as well as certificates of deposits. The Company determines the appropriate classification of our investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for our investments as available-for-sale.

After consideration of our risk versus reward objectives, as well as our liquidity requirements, we may sell these securities prior to their stated maturities. As we view these securities as available to support current operations, we classify highly liquid securities with maturities beyond 12 months as current assets under the caption investments available for sale in the Consolidated Balance Sheets. We carry these securities at fair value, and report the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for unrealized losses determined to be other-than-temporary, which we record within other income (expense). We determine any realized gains or losses on the sale of investments available for sale and we record such gains and losses as a component of other income (expense).

The Company is actively focused on its forward looking liquidity needs, especially in light of the current depressed uranium markets. The Company is evaluating its ongoing fixed cost structure as well as decisions related to project retention, advancement and development. If current uranium prices persist for any extended period of time, the Company will likely be required to raise capital or take other measures to fund its ongoing operations. Significant development activities, if warranted, will require that we arrange for financing in advance of planned expenditures. In addition, we expect to continue to augment our current financial resources with external financing as our long term business needs require.

The Company manages liquidity risk through the management of its capital structure. Accounts payable and accrued liabilities, current portion of notes payable and current taxes payable are due within the current operating year.

Cash and cash flows

Nine months ended September 30, 2018

Cash, cash equivalents and restricted cash were $36.33 million at September 30, 2018 , compared to $40.70 million at December 31, 2017 . The decrease of $4.37 million was due primarily to cash provided by financing activities of $15.35 million , cash provided by operating activities of $0.39 million offset by cash used in investing activities of $20.08 million and loss on foreign exchange on cash held in foreign currencies of $0.04 million .

Net cash provided by operating activities of $0.39 million is comprised of the net loss of $17.58 million for the period adjusted for non-cash items and for changes in working capital items. Significant items not involving cash were $3.48 million of depreciation and amortization of property, plant and equipment, $3.62 million related to acquisition of Royalty interests, net of share issuance costs, $3.06 million impairment on inventory, stock based compensation expense of $2.24 million , accretion of ARO of $1.38 million , $3.80 million change in warrant liabilities, $1.14 million change in value of convertible debentures, other non-cash expenses of $0.39 million , changes in deferred revenue of $2.43 million offset by an increase in trade and other receivables of $0.15 million , an increase in inventories of $0.21 million , an increase in prepaid expenses and other assets of $0.76 million , a decrease in accounts payable and accrued liabilities of $2.68 million and $0.23 million in cash paid for reclamation activities.

Net cash provided by financing activities totaled $15.35 million consisting primarily of $25.64 million proceeds from the issuance of stock using the Company's ATM offering, $0.37 million cash received from exercise of warrants, $0.62 million cash received from exercise of stock options and $0.50 million cash received for Notes Receivable offset by $10.86 million to repay loans and borrowings including repaying and retiring the Wyoming Industrial Revenue Bond and $0.91 million cash paid for tax withholding.

Net cash used in investing activities was $20.08 million , of which $2.94 million related to cash received for the sale of the Company's Reno Creek property, $2.57 million related to cash received from the sale of marketable securities offset by $25.53 million cash used for the purchase of available for sale investments and $0.06 million of cash used for the purchase of mineral properties, plant, property and equipment.

Nine months ended September 30, 2017

Cash and cash equivalents were $19.45 million at September 30, 2017, compared to $16.90 million at December 31, 2016. The increase of $2.55 million was due primarily to cash provided by financing activities of $6.89 million, cash provided by investing activities of $0.82 million and gain on foreign exchange on cash held in foreign currencies of $0.31 million partially offset by cash used in operations of $5.47 million.

Net cash provided by financing activities totaled $6.89 million consisting primarily of $9.80 million proceeds from the issuance of stock in the ATM Offering and $0.37 million in cash received from non-controlling interest partially offset by $3.27 million to repay loans and borrowings.

Net cash provided by investing activities of $0.82 million consisted of $14.44 million release of collateral offset by $13.62 million of additional collateral posted. This refund was a result of the Company's restructuring of surety providers.

Net cash used in operating activities of $5.47 million is comprised of the net loss of $19.96 million for the period adjusted for non-cash items and for changes in working capital items. Significant items not involving cash were $4.31 million of depreciation and amortization of property, plant and equipment, $2.62 million of stock-based compensation, $2.82 million impairment in inventories, $3.80 million impairment of assets held for sale, a change in the value of the convertible debentures of $0.62 million, a $1.44 million miscellaneous non-cash expense, $1.04 million accretion of asset retirement obligation, $0.29 abandonment of mineral properties, a $1.70 million decrease in inventories, a $0.53 million decrease in prepaid expenses and other assets and changes in deferred revenue of $0.14 offset by a $0.04 million increase in trade and other receivables and a $2.19 million decrease in accounts payable and accrued liabilities, a gain on the change in value of the warrant liabilities of $1.42 million, an unrealized foreign exchange loss of $0.49 million and $0.73 million in cash paid for reclamation and remediation activities.

Critical accounting estimates and judgments

T he preparation of these consolidated financial statements in accordance with US GAAP requires the use of certain critical accounting estimates and judgments that affect the amounts reported. It also requires management to exercise judgment in applying the Company’s accounting policies. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience. Although the Company regularly reviews the estimates and judgments made that affect these financial statements, actual results may be materially different.

Significant estimates made by management include:

a. Exploration Stage

SEC Industry Guide 7 defines a reserve as “that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination”. The classification of a reserve must be evidenced by a bankable feasibility study using the latest three-year price average. While the Company has established the existence of mineral resources and has successfully extracted and recovered saleable uranium from certain of these resources, the Company has not established proven or probable reserves, as defined under SEC Industry Guide 7, for these operations or any of its uranium projects. As a result, the Company is in the Exploration Stage as defined under Industry Guide 7. Furthermore, the Company has no plans to establish proven or probable reserves for any of its uranium projects.

While in the Exploration Stage, among other things, the Company must expense all amounts that would normally be capitalized and subsequently depreciated or depleted over the life of the mining operation on properties that have proven or probable reserves.

Items such as the construction of wellfields and related header houses, additions to our recovery facilities and advancement of properties will all be expensed in the period incurred. As a result, the Company’s consolidated financial statements may not be directly comparable to the financial statements of mining companies in the development or production stages.

b. Resource estimates utilized

The Company utilizes estimates of its mineral resources based on information compiled by appropriately qualified persons. The information relating to the geological data on the size, depth and shape of the deposits requires complex geological judgments to interpret the data. The estimation of future cash flows related to resources is based upon factors such as estimates of future uranium prices, future construction and operating costs along with geological assumptions and judgments made in estimating the size and grade of the resource. Changes in the mineral resource estimates may impact the carrying value of mining and recovery assets, goodwill, reclamation and remediation obligations and depreciation and impairment.

d. . Depreciation of mining and recovery assets acquired

For mining and recovery assets actively extracting and recovering uranium we depreciate the acquisition costs of the mining and recovery assets on a straight line basis over our estimated lives of the mining and recovery assets. The process of estimating the useful life of the mining and recovery assets requires significant judgment in evaluating and assessing available geological, geophysical, engineering and economic data, projected rates of extraction and recovery, estimated commodity price forecasts and the timing of future expenditures, all of which are, by their very nature, subject to interpretation and uncertainty.

Changes in these estimates may materially impact the carrying value of the Company’s mining and recovery assets and the recorded amount of depreciation.

e. Impairment testing of mining and recovery assets

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

f. Asset retirement obligations

Asset retirement obligations are recorded as a liability when an asset that will require reclamation and remediation is initially acquired. For disturbances created on a property owned that will require future reclamation and remediation the Company records asset retirement obligations for such disturbance when occurred. The Company has accrued its best estimate of its share of the cost to decommission its mining and milling properties in accordance with existing laws, contracts and other policies. The estimate of future costs involves a number of estimates relating to timing, type of costs, mine closure plans, and review of potential methods and technical advancements. Furthermore, due to uncertainties concerning environmental remediation, the ultimate cost of the Company’s decommissioning liability could differ from amounts provided. The estimate of the Company’s obligation is subject to change due to amendments to applicable laws and regulations and as new information concerning the Company’s operations becomes available. The Company is not able to determine the impact on its financial position, if any, of environmental laws and regulations that may be enacted in the future. Additionally, the expected cash flows in the future are discounted at the Company’s estimated cost of capital based on the periods the Company expects to complete the reclamation and remediation activities. Differences in the expected periods of reclamation or in the discount rates used could have a material difference in the actual settlement of the obligations compared with the amounts provided.

Recently Adopted Accounting Pronouncements

Investments

In January 2016, ASU No. 2016-01 was issued related to financial instruments. The new guidance requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. This new guidance also updates certain disclosure requirements for these investments. This update is effective in fiscal years, including interim periods, beginning after December 15, 2017, and early adoption is not permitted. Adoption of this standard has no impact on the Company's financial statements as the Company had previously elected to account for these investments using the fair value option.

Revenue recognition

In May 2014, the FASB issued ASU No. 2014-09, as amended by ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606)," which requires revenue to be recognized based on the amount an entity is expected to be entitled to for promised goods or services provided to customers. The standard also requires expanded disclosures regarding contracts with customers. The guidance in this standard supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition," and most industry-specific guidance. Adoption of the standard may be applied retrospectively to each prior period presented (full retrospective method) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective method). The Company adopted this guidance effective January 1, 2018 and applied the modified retrospective method with prior periods presented as if revenue were recognized under Topic 606. See FN 14 for further discussion.

Recently Issued Accounting Pronouncements Not Yet Adopted

The FASB has issued the following standards which are not yet effective:

Leases

In February 2016, the FASB issued ASU 2016-02 which core principle is that a lessee should recognize the assets and the liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the balance sheet a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of twelve months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from the previous GAAP. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal year, with early adoption permitted.

The ASU requires a modified retrospective transition method with the option to elect a package of practical expedients. The Company is evaluating the effect of this amendment and the impact it will have on the Company’s financial statements.

Nonemployee Share-Based Payment

I n June 2018, the FASB issued ASU 2018-07, which more closely aligns the accounting for employee and nonemployee share-based payments. This standard more closely aligns the accounting for nonemployee share-based payment transactions to the guidance for awards to employees except for specific guidance on certain inputs to an option-pricing model and the attribution of cost. This standard is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is exposed to risks associated with commodity prices, interest rates, foreign currency exchange rates and credit. Commodity price risk is defined as the potential loss that we may incur as a result of changes in the market value of uranium or vanadium. Interest rate risk results from our debt and equity instruments that we issue to provide financing and liquidity for our business. The foreign currency exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. Credit risk arises from the extension of credit throughout all aspects of our business. Industry-wide risks can also affect our general ability to finance exploration, and development of exploitable resources; such effects are not predictable or quantifiable. Market risk is the risk to the Company of adverse financial impact due to change in the fair value or future cash flows of financial instruments as a result of fluctuations in interest rates and foreign currency exchange rates. The success of the Company's campaign to recover V ₂ O ₅ from existing pond solutions at the White Mesa Mill will depend, in large part, on the Company's ability to sell V ₂ O ₅ at satisfactory prices in the future. The Company currently does not have any contracts in place for the sale of vanadium.

Commodity Price Risk

The Company is subject to market risk related to the market price of U 3 O 8 and V ₂ O ₅ . The Company's existing long term contracts have expired, following the Company's April 2018 deliveries, and all uranium sales will now be required to be made at spot prices until the Company enters into new long-term contracts at satisfactory prices in the future. Future revenue beyond our current contracts will be affected by both spot and long-term U 3 O 8 price fluctuations which are affected by factors beyond our control, including: the demand for nuclear power; political and economic conditions; governmental legislation in uranium producing and

consuming countries; and production levels and costs of production of other producing companies. The Company continuously monitors the market to determine its level of extraction and recovery of uranium in the future.

Interest Rate Risk

The Company is exposed to interest rate risk on its cash equivalents, deposits, restricted cash, and debt. Our interest earned is not material; thus not subject to significant risk. The Company is exposed to an interest rate risk associated with its Debentures, which is based on the spot market price of U 3 O 8 . These Debentures mature in December 2020. The Company does not currently expect the spot market price of U 3 O 8 to exceed $54.99 per pound prior to the Debentures’ maturity and, accordingly, does not believe there is any significant interest rate risk related to these Debentures. The Company does not use derivatives to manage interest rate risk. The following chart displays the interest rate applicable to our Debentures at various U 3 O 8 per pound price levels.



UxC U 3 O 8 Weekly Indicator Price	Annual Interest Rate
Up to $54.99	8.5%
$55.00–$59.99	9%
$60.00–$64.99	9.5%
$65.00–$69.99	10%
$70.00–$74.99	10.5%
$75.00–$79.99	11%
$80.00–$84.99	11.5%
$85.00–$89.99	12%
$90.00–$94.99	12.5%
$95.00–$99.99	13%
$100 and above	13.5%

Currency Risk

The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates. As the US Dollar is the functional currency of our U.S. operations, the currency risk has been reduced. We maintain a nominal balance in foreign currency, resulting in a low currency risk relative to our cash balances. Our Debentures are denominated in Canadian Dollars and, accordingly, are exposed to currency risk.

The following table summarizes, in United States dollar equivalents, the Company’s major foreign currency (Cdn$) exposures as of September 30, 2018 ($000):



Cash and cash equivalents	$	955
Accounts payable and accrued liabilities	(697		)
Loans and borrowings	(17,251		)
Total	$	(16,993	)

The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to our financial instruments as at September 30, 2018 with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variables that were reasonably possible at that date.



('000s)	Change for Sensitivity Analysis	Increase (decrease) in other comprehensive income
	+1% change in
	U.S.
Strengthening net earnings	dollar	$	(220	)
	-1% change in U.S.
Weakening net earnings	dollar	$	220

Credit Risk

Credit risk relates to cash and cash equivalents, investments available for sale, trade, and other receivables that arise from the possibility that any counterparty to an instrument fails to perform. The Company only transacts with highly-rated counterparties and a limit on contingent exposure has been established for any counterparty based on that counterparty’s credit rating. The Company’s sales are attributable mainly to multinational utilities. As at September 30, 2018 , the Company’s maximum exposure to credit risk was the carrying value of cash and cash equivalents, investments available for sale, trade receivables and taxes recoverable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures.

At the end of the period covered by this quarterly report on Form 10-Q for the period ended September 30, 2018 , an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended September 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS.

We are not aware of any material pending or threatened litigation or of any proceedings known to be contemplated by governmental authorities that are, or would be, likely to have a material adverse effect upon us or our operations, taken as a whole that was not disclosed in the Company's Form 10-K for the year ended December 31, 2017 , as filed with the SEC dated March 9, 2018, except that on October 25, 2018, the Ninth Circuit Court of Appeals panel ruled on the petition for rehearing en banc of the Court’s ruling in favor of the District Court on the challenges relating to the Company’s Canyon Project, that had been filed by the plaintiffs earlier this year. The panel withdrew its prior opinion and filed a new opinion, which affirmed with one exception the District Court’s decision. The one exception relates to the plaintiffs’ fourth claim, which was dismissed by the District Court for lack of standing. The Ninth Circuit panel reversed itself on its standing analysis, concluded that the plaintiff’s have standing to assert this claim and remanded the claim back to the District Court to hear the merits of plaintiffs’ claim. If the plaintiffs are successful on this claim, the Company may be required to maintain the Canyon Project on standby pending resolution of the matter. Such a required prolonged stoppage of mining activities could have a significant impact on our future operations.

ITEM 1A. RISK FACTORS.

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC dated March 9, 2018.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURE.

The mine safety disclosures required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K are included in Exhibit 95.1 of this Quarterly Report, which is incorporated by reference into this Item 4.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibits

The following exhibits are filed as part of this report:



Exhibit
Number	Description
3.1	Articles of Continuance dated September 2, 2005 (1)
3.2	Articles of Amendment dated May 26, 2006 (2)
3.3	Bylaws (3)
4.1	The Amended and Restated Convertible Debenture Indenture dated August 4, 2016 between Energy Fuels Inc., BNY Trust Company of Canada and the Bank of New York Mellon providing for the issuance of debentures (4)
4.2	Financing Agreement between Johnson County, Wyoming and Uranerz Energy Corporation dated November 26, 2013 (5)
4.3	Bond Purchase Agreement among the State of Wyoming, Johnson County and Uranerz Energy Corporation dated November 12, 2013 (6)



4.4	Promissory Note among the State of Wyoming, Johnson County and Uranerz Energy Corporation dated November 26, 2013 (7)
4.5	Mortgage, Assignment of Revenues, Security Agreement, Fixture Filing and Financing Statement between Uranerz Energy Corporation and UMB Bank, n.a., as Trustee and Mortgagee dated November 26, 2013 (8)
4.6	Shareholder Rights Plan between Energy Fuels Inc. and CIBC Mellon Trust Company dated February 3, 2009 (9)
4.7	Warrant Indenture between Energy Fuels Inc. and CST Trust Co. providing for the issue of common share purchase warrants dated March 14, 2016 (10)
4.8	First Supplemental Indenture among Energy Fuels Inc., CST Trust Company and American Stock Transfer & Trust Company, LLC dated April 14, 2016 (11)
4.9	Warrant Indenture between Energy Fuels Inc., CST Trust Company and American Stock Transfer & Trust Company, LLC dated September 20, 2016 (12)
4.10	Consulting Agreement between Energy Fuels Inc. and Liviakis Financial Communications, Inc. dated March 29, 2018 and effective October 1, 2017 (13)
4.11	Consent, Waiver and Release Agreement and Amendment to Financing Agreement among Uranerz Energy Corp., Johnson County, WY, the State of Wyoming acting by and through the Wyoming State Treasurer, Energy Fuels Holdings Corp., and UMB Bank, n.a., dated March 14, 2018 and Effective May 1, 2018 (14)
4.12	Energy Fuels Inc. Omnibus Compensation Plan dated January 28, 2015 (15)
4.13	Amended and Restated Shareholder Rights Plan Agreement between Energy Fuels Inc. and AST Trust Company, dated March 29, 2018 and effective as of May 30, 2018 by shareholder vote (16)
4.14	2018 Omnibus Equity Incentive Compensation Plan, as amended and restated as of March 29, 2018 (17)
4.15	Release of Mortgage, Assignment of Revenues, Security Agreement, Fixture Filing and Financing Statement, dated September 11, 2018
4.16	October 2018 Amended and Restated Consulting Agreement dated and effective as of October 1, 2018 between Energy Fuels Inc. and Liviakis Financial Communications, Inc.
23.1	Consent of Mark S. Chalmers
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)) under the Securities Exchange Act of 1934, as amended
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95.1	Mine Safety Disclosure
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension – Schema
101.CAL	XBRL Taxonomy Extension – Calculations
101.DEF	XBRL Taxonomy Extension – Definitions
101.LAB	XBRL Taxonomy Extension – Labels
101.PRE	XBRL Taxonomy Extension – Presentations



(1)	Incorporated by reference to Exhibit 3.1 of Energy Fuels’ Form F-4 filed with the SEC on May 8, 2015.
(2)	Incorporated by reference to Exhibit 3.2 of Energy Fuels’ Form F-4 filed with the SEC on May 8, 2015.
(3)	Incorporated by reference to Exhibit 3.3 of Energy Fuels’ Form F-4 filed with the SEC on May 8, 2015.
(4)	Incorporated by reference to Exhibit 4.1 of Energy Fuels' Form 10-Q filed with the SEC on August 5, 2016.
(5)	Incorporated by reference to Exhibit 4.1 to the Form 8-K filed on December 3, 2013 by Uranerz Energy Corporation.
(6)	Incorporated by reference to Exhibit 4.2 to the Form 8-K filed on December 3, 2013 by Uranerz Energy Corporation.
(7)	Incorporated by reference to Exhibit 4.3 to the Form 8-K filed on December 3, 2013 by Uranerz Energy Corporation.
(8)	Incorporated by reference to Exhibit 4.4 to the Form 8-K filed on December 3, 2013 by Uranerz Energy Corporation.
(9)	Incorporated by reference to Exhibit 10.9 to Energy Fuels’ Form F-4 filed on May 8, 2015.
(10)	Incorporated by reference to Exhibit 4.1 to Energy Fuels’ Form 8-K filed on March 14, 2016.
(11)	Incorporated by reference to Exhibit 4.1 to Energy Fuels’ Form 8-K filed on April 20, 2016.
(12)	Incorporated by reference to Exhibit 4.1 to Energy Fuels' Form 8-K filed on September 20, 2016.
(13)	Incorporated by reference to Exhibit 4.10 to Energy Fuels' Form 8-K filed on April 3, 2018.
(14)	Incorporated by reference to Exhibit 4.11 to Energy Fuels' Form 8-K filed on May 3, 2018.
(15)	Incorporated by reference to Exhibit 4.12 to Energy Fuels' Form S-8 filed on June 24, 2015.
(16)	Incorporated by reference to Schedule B to Energy Fuels' Schedule 14A filed on April 11, 2018.
(17)	Incorporated by reference to Schedule C to Energy Fuels’ Schedule 14A filed on April 11, 2018.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 , the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENERGY FUELS INC.

(Registrant)



Dated: November 2, 2018	By:	/s/ Mark S. Chalmers
		Mark S. Chalmers
		President & Chief Executive Officer

Dated: November 2, 2018	By:	/s/ David C. Frydenlund
		David C. Frydenlund
		Chief Financial Officer

OCTOBER 2018 AMENDED AND RESTATED CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) , effective as of October 1, 2018 (the “Effective Date”), is entered into by and between ENERGY FUELS INC. , having an office at 225 Union Blvd., Suite 600, Lakewood, CO 80228 (herein referred to as “ Company ”), and LIVIAKIS FINANCIAL COMMUNICATIONS, INC. , a California corporation, having its headquarters at 655 Redwood Hwy., Suite 395, Mill Valley, CA (herein referred to as “ Consultant ”). Company and Consultant are sometimes referred to herein individually as a “ party ” and collectively as the “ parties .”

RECITALS

WHEREAS, Company desires to engage the services of Consultant to represent Company in investor communications and financial public relations with existing and prospective shareholders, brokers, dealers and other investment professionals with respect to Company’s current and proposed activities, and to consult with Company’s management concerning such activities;

AND WHEREAS the parties entered into a Consulting Agreement dated as of October 1, 2017 (the “ Previous Consulting Agreement ”), which was approved by the shareholders of Company on May 30, 2018 with respect to the provision of such services;

AND WHEREAS the parties desire to amend and restate the Previous Consulting Agreement to extend the term of such agreement and to make certain other ancillary amendments thereto.

AGREEMENT

NOW THEREFORE, in consideration of the mutual obligations contained herein, the parties agree as follows:

Initial Term . Company hereby agrees to retain the Consultant as an independent contractor to act in a consulting capacity to Company upon the terms and conditions hereinafter set forth, and Consultant hereby agrees to provide such services to Company commencing on the Effective Date and ending on September 30, 2019 (the “ Initial Term ”), unless earlier terminated pursuant to Section 13 of this Agreement or extended pursuant to Section 2 of this Agreement.

Extension Period(s) . The Initial Term of this Agreement may be extended at the end of the Initial Term for a one-year period and at the end of such one-year extension period for an additional one-year period, for a total of up to two one-year extension periods after the end of the Initial Term (each an “ Extension Period ”), by mutual agreement of the parties. The Initial Term as so extended is referred to herein as the “ Term ” of this Agreement. Any such one-year extensions shall be determined by the parties in advance of the then current Term’s expiration.


3)	Duties of Consultant . Subject to all applicable laws, regulations, and stock exchange rules, Consultant agrees that it will generally provide the following consulting services:


a)	consult and assist Company in developing and implementing appropriate plans and means for presenting Company and its business plans, strategy and personnel to the financial community, establishing an image for Company in the financial community, and creating the foundation for subsequent financial public relations efforts;


b)	introduce Company to the financial community;


c)	with the cooperation of Company, maintain an awareness during the term of this Agreement of Company’s plans, strategy and personnel, as they may evolve during such period, and consult and assist Company in communicating appropriate information regarding such plans, strategy and personnel to the financial community;


d)	assist and consult with Company with respect to its (i) relations with stockholders, (ii) relations with brokers, dealers, analysts and other investment professionals, and (iii) financial public relations generally;

perform the functions generally assigned to stockholder relations and public relations departments in major corporations, including responding to telephone and written inquiries (which may be referred to Consultant by Company); preparing reports and other communications with or to shareholders, the investment community and the general public; consulting with respect to the timing, form, distribution and other matters related to such reports and communications; and, at Company’s request and subject to Company’s securing its own rights to the use of its names, marks, and logos, consulting with respect to corporate symbols, logos, names, the presentation of such symbols, logos and names, and other matters relating to corporate image;


f)	upon Company’s direction and approval, disseminate information regarding Company to shareholders, brokers, dealers, other investment community professionals and the general investing public;


g)	upon Company’s approval, conduct meetings, in person or by telephone, with brokers, dealers, analysts and other investment professionals to communicate with them regarding Company’s plans, goals and activities, and assist Company in preparing for press conferences and other forums involving the media, investment professionals and the general investment public;


h)	at Company’s request, review business plans, strategies, mission statements budgets, proposed transactions and other plans for the purpose of advising Company of the public relations implications thereof;


i)	assist Company in raising capital through introductions (it is understood Consultant is not an “investment banking” firm and may not receive any commission for such introductions); and


j)	otherwise perform as Company’s consultant for public relations and relations with financial professionals.

Consultant will not publish or distribute electronically or otherwise any written materials relating to Company or its business or affairs without the prior written approval of Company.

Allocation of Time and Energies . Consultant agrees to perform and discharge faithfully the responsibilities which may be assigned to Consultant from time to time by the officers and fully authorized representatives of Company in connection with the conduct of its financial and public relations and communications activities, so long as such activities are in compliance with applicable securities laws and regulations. Although no specific hours-per-day requirement will be required, Consultant agrees that it will perform the duties set forth in this Agreement in a diligent and professional manner. It is explicitly understood that Consultant’s performance of its duties hereunder will in no way be measured by the price of the Company’s common shares (“ Common Shares ”), nor the trading volume of the Common Shares. It is also understood that Company is entering into this Agreement with Consultant, and not any individual member of Consultant. Consultant will not be deemed to have breached this Agreement if any member, officer or director of Consultant leaves the firm or dies or becomes physically unable to perform any meaningful activities during the term of the Agreement, provided Consultant otherwise performs its obligations under this Agreement.


5)	Compensation .


a)	Fees.

As full and complete compensation for undertaking this engagement and for performance of the services described herein, Company shall pay to Consultant:

(i) During the Initial Term, US$60,000 per calendar quarter, payable in arrears, at the end of each quarter for services performed during the quarter; and

(ii) During each Extension Period, an amount per calendar quarter, payable in arrears, at the end of each quarter for services performed during the quarter, to be determined by mutual agreement of the parties prior to commencement of the Extension Period.


b)	Fees Payable in Common Shares

Subject to Section 5 d) below, all fees payable hereunder during the Term of this Agreement shall be paid in Common Shares at the applicable issue price (the “ Issue Price ”) determined in accordance with Section 5 c) below.

The resale of all Common Shares issued under this Agreement shall be restricted in accordance with Rule 144 under (“ Rule 144 ”) the Securities Act of 1933 (the “ Securities Act ”), as adopted by the U.S. Securities and Exchange Commission (“ SEC ”) and applicable Canadian securities laws and Toronto Stock Exchange rules. The Common Shares to be issued under this Agreement will be duly authorized by Company’s Board of Directors on or prior to the date of issuance of such shares.


c)	Determination of Issue Price.

The Issue Price will be determined as follows:

(i) the Issue Price for all Common Shares issued for services performed during the first calendar quarter of the Initial Term (which quarter shall start on the Effective Date and end on December 31, 2018) shall be US$3.1832 per share (the “ Initial Term First Quarter Price ”), which is the volume weighted average price of the Common Shares on the NYSE American for the 5 trading days ending on and including September 28, 2018 (the last trading day before the Effective Date);

(ii) the Issue Price for all Common Shares issued for services performed during each subsequent calendar quarter of the Initial Term shall be the greater of: (A) the Initial Term First Quarter Price; and (B) the volume weighted average price of the Common Shares on the NYSE American for the 5 trading days ending on the day prior to commencement of such quarter; and

(iii) the Issue Price for all Common Shares issued during any Extension Period shall be as determined by mutual agreement of the parties prior to commencement of the Extension Period.


d)	Maximum Number of Shares to be Issued Under this Agreement.

Notwithstanding any other provision in this Agreement, the maximum number of Common Shares that may be issued under this Agreement and the Previous Consulting Agreement, taken together, shall not exceed 900,000 Common Shares in total, without prior approval of the shareholders of the Corporation, and without prior receipt of all applicable regulatory and stock exchange approvals.


6)	Restricted Securities .


a)	Consultant Representations & Warranties . Consultant acknowledges, represents, warrants and agrees as follows:

(i)

the Common Shares will be issued by Company to Consultant in reliance on the exemption from Canadian prospectus and registration requirements set out in Section 2.24 of National Instrument 45-106 – Prospectus and Registration Exemptions adopted by the Canadian Securities Administrators, and are not subject to a hold period under Canadian securities laws and regulations. Consultant acknowledges and confirms that it has not been induced to accept the Common Shares in partial satisfaction of its compensation hereunder by expectation of the engagement or continued engagement of Consultant to provide services to Company or its affiliates;


(ii)	Consultant has had the opportunity to ask questions of and receive answers from Company regarding the acquisition of the Common Shares, and has received all the information regarding Company that it has requested;

(iii)

Consultant acknowledges that the Common Shares are highly speculative in nature and Consultant has such sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment. In connection with the delivery of the Common Shares, Consultant has not relied upon Company for investment, legal or tax advice, or other professional advice, and has in all cases sought or elected not to seek the advice of its own personal investment advisers, legal counsel and tax advisers. Consultant is able, without impairing its financial condition, to bear the economic risk of, and withstand a complete loss of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interests in connection with its investment in the Common Shares;

(iv)

Consultant acknowledges that Company may be required to file a report of trade with applicable Canadian securities regulators containing personal information about Consultant and that Company may also be required pursuant to applicable securities laws to file this Agreement on SEDAR and EDGAR. By executing this Agreement, Consultant authorizes the indirect collection of the information described in this Section by all applicable securities regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable securities regulators and (ii) the filing of this Agreement on SEDAR and EDGAR;


(v)	Consultant acknowledges that the Common Shares have not been and will not be registered under the Securities Act, or applicable state securities laws, and the Common Shares are being offered and sold to Consultant in reliance upon Rule 506(b) of Regulation D and/or Section 4(a)(2) under the Securities Act;


(vi)	Consultant is an Accredited Investor as defined in Rule 501(a) of Regulation D under the Securities Act;

(vii)

Consultant acknowledges that it is not acquiring the Common Shares as a result of “general solicitation” or “general advertising” (as such terms are used in Regulation D under the Securities Act), including without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio or television or on the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(viii)

Consultant acknowledges that it is not acquiring the Common Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the Securities Act) in the United States in respect of any of the Common Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Common Shares; provided, however, that Consultant may sell or otherwise dispose of any of the Common Shares pursuant to registration of any of the Common Shares pursuant to the Securities Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;


(ix)	Consultant understands and agrees not to engage in any hedging transactions involving any of the Common Shares unless such transactions are in compliance with the provisions of the Securities Act and in each case only in accordance with applicable state and provincial securities laws;

(x)

Consultant acknowledges that the Common Shares are “restricted securities”, as such term is defined under Rule 144 of the Securities Act, and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, without prior registration under the Securities Act and applicable state securities laws, and Consultant agrees that if it decides to offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Common Shares absent such registration, it will not offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Common Shares, except:


A.	to Company; or


B.	outside the United States in an “offshore transaction” in compliance with the requirements of Rule 904 of Regulation S under the Securities Act, if available, and in compliance with applicable local laws and regulations; or


C.	in compliance with an exemption from registration under the Securities Act provided by (a) Rule 144 or (b) Rule 144A thereunder, if available, and in accordance with any applicable state securities or “Blue Sky” laws; or


D.	in a transaction that does not require registration under the Securities Act or any applicable state securities laws; and


E.	in the case of subparagraphs (ii), (iii) or (iv), it has furnished to Company and to Company’s transfer agent an opinion of counsel of recognized standing in form and substance satisfactory to Company and to Company’s transfer agent to such effect.


a)	Legend Requirements . Consultant acknowledges that the certificates representing the Common Shares shall bear a legend in the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO ENERGY FUELS INC., (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO ENERGY FUELS INC. AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO ENERGY FUELS INC. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.”

Notwithstanding the foregoing, if the certificates representing the Common Shares have been held by Consultant for a period of at least six (6) months after the respective payment dates, and if Rule 144 under the Securities Act is applicable (there being no representations by Company that Rule 144 is applicable), and subject to the restrictions set forth hereof, Consultant may make sales of the Common Shares only under the terms and conditions prescribed by Rule 144 of the Securities Act or other exemptions therefrom and provided that Consultant provides an opinion of counsel of recognized standing in form and substance satisfactory to Company and Company’s transfer agent to the effect that the U.S. restrictive legend is no longer required under applicable requirements of the Securities Act.


b)	TSX Requirements . The certificate(s) evidencing the Common Shares shall bear a legend (the “ TSX Legend ”) as required by Section 607.1 of the TSX Company Manual, substantially in the form below:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”

In accordance with Section 607.1 of the TSX Company Manual, the TSX Legend may be removed at such time as the U.S. Legend has been removed.


7)	Required Approvals .


a)	Stock Exchange Approvals

This Agreement and the issuance of the Common Shares contemplated herein have been approved by the Toronto Stock Exchange and NYSE American LLC.


b)	Shareholder Approval

The issuance of Common Shares hereunder has been approved by the shareholders of the Corporation on May 30, 2018.

Expenses . Consultant agrees to pay for all its expenses (phone, mailing, labor, and the like), other than extraordinary items (travel required, or specifically requested, by Company, luncheons or dinners to large groups of investment professionals, investor conference calls, print advertisements in publications, and the like) approved by Company prior to it incurring an obligation for reimbursement.

Indemnification . Company warrants and represents that all oral communications, written documents or materials furnished to Consultant by Company with respect to financial affairs, operations, profitability and strategic planning of Company are accurate and Consultant may rely upon the accuracy thereof without independent investigation. Company will protect, indemnify and hold harmless Consultant against any claims or litigation including any damages, liability, cost and reasonable attorney’s fees as incurred with respect thereto resulting from Consultant’s communication or dissemination of any said information, documents or materials in accordance with the terms of this Agreement. Consultant will protect, indemnify and hold harmless Company against any claims or litigation including any damages, liability, cost and reasonable attorney’s fees as incurred with respect thereto resulting from Consultant’s communication or dissemination of any information, documents or materials related to Company that had not previously been approved by Company.

10)

Compliance with Laws . Consultant (on its own behalf and on behalf of any and all related parties, affiliates, owners, members, employees, officers, and directors) agrees that it (and such persons) will comply with all laws, rules and regulations related to the activities on behalf of Company contemplated pursuant to this Agreement. Consultant shall provide a prominent notice on all newsletters and websites/webcasts/interview materials and other communications with investors or prospective investors in which Consultant could be perceived to be giving advice or making a recommendation that Consultant has been compensated for its services and, if applicable, received or owns stock of Company (directly or indirectly) specifically referencing Company by name and the number of shares received (directly or indirectly) and will profit from its activities on behalf of Company. If asked, Consultant agrees that it will not conceal at any time if it will, directly or indirectly, be selling shares while promoting the stock and recommending that investors purchase the stock of Company. Consultant covenants and agrees that it will at all times engage in acts, practices and courses of business that comply with Section 17(a) and (b) of the Securities Act, as amended, as well as Section 10(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and has adopted policies and procedures adequate to assure all of Consultant’s personnel are aware of the limitation on their activities, and the disclosure obligations, imposed by such laws and the rules and regulations promulgated thereunder. Consultant is aware that the federal securities laws restrict trading in Company’s securities while in possession of material non-public information concerning Company, as well as the requirements of Regulation FD that prohibit communications of material non-public information, and the requirements thereof in the event of an unintentional or inadvertent non-public disclosure. Consultant agrees to immediately inform Company in the event that an actual or potential Regulation FD disclosure has occurred and assist counsel in the method by which corrective steps should be taken. Consultant acknowledges that with respect to any Common Shares now or at any time hereafter beneficially owned by Consultant or any of its affiliates, that it will refrain from trading in Company’s securities while Consultant or any such affiliate is in possession of material non-public information concerning Company, its financial condition, or its business and affairs or prospects.

11)

Representations of Consultant . Consultant represents that it is not required to maintain any licenses or registrations under federal or state regulations necessary to perform the services set forth herein, and that it is not rendering legal advice or performing accounting services, nor acting as an investment advisor or broker/dealer within the meaning of applicable federal and/or state securities laws and regulations and it is not required to register as a broker-dealer pursuant to Section 15(b) of the Exchange Act and state securities laws. Consultant further represents that the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Consultant. Consultant represents that, to the best of its knowledge, Consultant and its officers and directors are not the subject of any investigation, claim, decree or judgment involving any violation of the SEC or securities laws. Company acknowledges that, to the best of its knowledge, it has not violated any rule or provision of any regulatory agency having jurisdiction over Company. Company represents that, to the best of its knowledge, Company is not the subject of any investigation, claim, decree or judgment involving any violation of the SEC or securities laws.

12)

Status as Independent Contractor . Consultant’s engagement pursuant to this Agreement shall be as an independent contractor, and not as an employee, officer or other agent of Company. Neither party to this Agreement shall represent or hold itself out to be the employer or employee of the other. Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that Company will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll taxes. All such income taxes and other such payments shall be made or provided for by Consultant, and Company shall have no responsibility or obligations regarding such matters. Neither Company nor Consultant possesses the authority to bind the other party in any agreements without the express written consent of the entity to be bound.

13)

Termination . Company may terminate this Agreement at the end of any calendar quarter during the Term for any reason or no reason, upon providing 10 calendar days’ prior written notice to Consultant. In the instance one or both parties do not wish to renew this Agreement for an additional Extension Period, the Agreement shall automatically terminate upon the expiration of the then current term. In the event of any such termination or automatic termination, Company shall pay Consultant all fees accrued to the end of the quarter of termination. Company shall have no obligation to pay any fees to Consultant after termination. Notwithstanding the foregoing, termination in any instance shall not relieve either party from its obligations incurred prior to the effective date of termination, including the obligation to pay all accrued fees and any obligations hereunder arising out of any act or omission of the parties prior to the effective date of termination.

14)

Attorneys’ Fees . If any legal action, arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other reasonable costs incurred in connection with such action or proceeding, in addition to any other relief to which it may be entitled.


15)	Waiver . The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party.


16)	Choice of Law, Jurisdiction and Venue . This Agreement shall be governed by, construed and enforced in accordance with either the laws of the State of Colorado. The parties agree that Denver, Colorado shall be the venue of any dispute.

17)

Arbitration . Any controversy or claim arising out of or relating to this Agreement, or the alleged breach thereof, or relating to Consultant’s activities or remuneration under this Agreement, shall be settled by binding arbitration in Denver, Colorado in accordance with customary rules of arbitration and any judgment on an award rendered by the arbitrator(s) shall be binding on the parties and may be entered in any court having jurisdiction of such matters.

18)

Complete Agreement . This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and hereby supersedes and replaces any prior oral or written agreements between the parties hereto, including without limitation the Previous Consulting Agreement. This Agreement may be modified only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

19)

Confidentiality . In the course of carrying out its duties under this Agreement, Consultant may from time to time receive or become aware of material, non-public information regarding Company, or proprietary information that is valuable, special and a unique asset of Company and/or its business and operations (the “ Confidential Information ”). Except as may be required by law, Consultant agrees to hold this Agreement and the Confidential Information in strict confidence, according the same protection to such information as it accords to its own proprietary and confidential information for a period of two (2) years following the expiration or termination of this Agreement. Consultant shall not disclose the Confidential Information to any third party without the prior written consent of Company. Consultant hereby acknowledges and agrees that it is aware that the securities laws of the United States prohibit any person who has received from an issuer of securities material, non-public information or insider information (such as may form part of the Confidential Information) from purchasing or selling securities of such issuer on the basis of such information or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. If Consultant becomes aware of any Confidential Information, Consultant shall not disclose such information to any party, except as may be required by law pursuant to a written opinion of competent counsel. Consultant shall instruct its officers, directors, employees, agents, and affiliates of the confidentiality obligations described herein and shall be responsible for any unauthorized disclosure by these parties.

In witness whereof, the parties affix their signatures as of the dates set out below:



ENERGY FUELS INC. By: /s/ Mark S. Chalmers Mark S. Chalmers, President and CEO Date: October 1, 2018	LIVIAKIS FINANCIAL COMMUNICATIONS, INC. By: /s/ John Liviakis John Liviakis, CEO Date: October 1, 2018

EXHIBIT 23.1

CONSENT OF MARK S. CHALMERS

I consent to the inclusion in the Quarterly Report on Form 10-Q of Energy Fuels Inc. (the “Company”) for the quarter ended September 30, 2018 (the “Quarterly Report”) of technical disclosure regarding the properties of the Company, including sampling, analytical and test data underlying such disclosure (the “Technical Information”) and of references to my name with respect to the Technical Information being filed with the United States Securities and Exchange Commission (the “SEC”) under cover of Form 10-Q.

I also consent to the filing of this consent under cover of Form 10-Q with the SEC and of the incorporation by reference of this consent and the Technical Information into the Company’s Registration Statement on Form S-3 (No. 333-210782), as amended, filed with the SEC.

__/s/ Mark S. Chalmers_______________

Name: Mark S. Chalmers

Title: President and Chief Executive Officer,

Energy Fuels Inc.

Date: November 2, 2018

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

I, Mark S. Chalmers, certify that:



1.	I have reviewed this quarterly report on Form 10-Q of Energy Fuels Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



		/s/ Mark S. Chalmers
Date: November 2, 2018		Mark S. Chalmers
		President and Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

I, David C. Frydenlund, certify that:



1.	I have reviewed this quarterly report on Form 10-Q of Energy Fuels Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



		/s/ David C. Frydenlund
Date: November 2, 2018		David C. Frydenlund
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Energy Fuels Inc. (the "Company") on Form 10-Q for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark S. Chalmers, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ Mark S. Chalmers
	Mark S. Chalmers
	President and Chief Executive Officer
	(Principal Executive Officer)

Date: November 2, 2018

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. §1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Energy Fuels Inc. (the "Company") on Form 10-Q for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David C. Frydenlund, Chief Financial Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ David C. Frydenlund
	David C. Frydenlund
	Chief Financial Officer
	(Principal Financial Officer)

Date: November 2, 2018

Exhibit 95.1

Mine Safety Disclosure

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States, and that is subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety and Health Act of 1977 (“Mine Safety Act”), are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities.

The following table sets out the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd Frank Wall Street Reform and Consumer Protection Act for the period July 1, 2018 through September 30, 2018 covered by this report:



Property	Section 104(a) S&S Citations ³ (#)	Section 104(b) Orders ⁴ (#)	Section 104(d) Citations and Orders ⁵ (#)	Section 110(b)(2) Violations ⁶ (#)	Section 107(a) Orders ⁷ (#)	Total Dollar Value of MSHA Assess-ments Proposed ⁸ ($)	Total Number of Mining Related Fatalities (#)	Received Notice of Pattern of Violations or Potential Thereof Under Section 104(e) ⁹ (yes/no)	Legal Actions Pending as of Last Day of Period ¹⁰ (#)	Legal Actions Initiated During Period (#)	Legal Actions Resolved During Period (#)
Arizona 1	Nil	Nil	Nil	Nil	Nil	$0.00	Nil	No	Nil	Nil	Nil
Beaver/ La Sal	Nil	Nil	Nil	Nil	Nil	$0.00	Nil	No	Nil	Nil	Nil
Canyon ¹	Nil	Nil	Nil	Nil	Nil	$0.00	Nil	No	Nil	Nil	Nil
Daneros ¹	Nil	Nil	Nil	Nil	Nil	$0.00	Nil	No	Nil	Nil	Nil
Energy Queen ¹	Nil	Nil	Nil	Nil	Nil	$0.00	Nil	No	Nil	Nil	Nil
Pandora	Nil	Nil	Nil	Nil	Nil	$0.00	Nil	No	Nil	Nil	Nil
Pinenut ¹	Nil	Nil	Nil	Nil	Nil	$0.00	Nil	No	Nil	Nil	Nil
Rim ¹	Nil	Nil	Nil	Nil	Nil	$0.00	Nil	No	Nil	Nil	Nil
Tony M ¹	Nil	Nil	Nil	Nil	Nil	$0.00	Nil	No	Nil	Nil	Nil
Whirlwind ¹	Nil	Nil	Nil	Nil	Nil	$0.00	Nil	No	Nil	Nil	Nil


1.	The Company’s Arizona 1, Canyon, Daneros Project, Energy Queen Property, Pinenut, Rim Project, Tony M Property and Whirlwind Project were each on standby and were not mined during the period.


2.	The Company is presently mining the LaSal Complex project. No citations were issued during the third quarter of 2018.

Citations and Orders are issued under Section 104 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 814) (the “Act”) for violations of the Act or any mandatory health or safety standard, rule, order or regulation promulgated under the Act. A Section 104(a) “Significant and Substantial” or “S&S” citation is considered more severe than a non-S&S citation and generally is issued in a situation where the conditions created by the violation do not cause imminent danger, but the violation is of such a nature as could significantly and substantially contribute to the cause and effect of a mine safety or health hazard. It should be noted that, for purposes of this table, S&S citations that are included in another column, such as Section 104(d) citations, are not also included as Section 104(a) S&S citations in this column.

A Section 104(b) withdrawal order is issued if, upon a follow up inspection, an MSHA inspector finds that a violation has not been abated within the period of time as originally fixed in the violation and determines that the period of time for the abatement should not be extended. Under a withdrawal order, all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area of the mine until the inspector determines that the violation has been abated.

A citation is issued under Section 104(d) where there is an S&S violation and the inspector finds the violation to be caused by an unwarrantable failure of the operator to comply with a mandatory health or safety standard. Unwarrantable failure is a special negligence finding that is made by an MSHA inspector and that focuses on the operator’s conduct. If during the same inspection or any subsequent inspection of the mine within 90 days after issuance of the citation,

the MSHA inspector finds another violation caused by an unwarrantable failure of the operator to comply, a withdrawal order is issued, under which all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area until the inspector determines that the violation has been abated.


6.	A flagrant violation under Section 110(b)(2) is a violation that results from a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonable could have been expected to cause, death or serious bodily injury.

An imminent danger order under Section 107(a) is issued when an MSHA inspector finds that an imminent danger exists in a mine. An imminent danger is the existence of any condition or practice which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated. Under an imminent danger order, all persons, other than those required to abate the condition or practice and certain others, are required to be withdrawn from and are prohibited from entering the affected area until the inspector determines that such imminent danger and the conditions or practices which caused the imminent danger no longer exist.


8.	These dollar amounts include the total amount of all proposed assessments from MSHA under the Act relating to any type of violation during the period, including proposed assessments for non-S&S citations that are not specifically identified in this exhibit, regardless of whether the Company has challenged or appealed the assessment.

A Notice is given under Section 104(e) if an operator has a pattern of S&S violations. If upon any inspection of the mine within 90 days after issuance of the notice, or at any time after a withdrawal notice has been given under Section 104(e), an MSHA inspector finds another S&S violation, an order is issued, under which all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area until the inspector determines that the violation has been abated.

10.

There were no legal actions pending before the Federal Mine Safety and Health Review Commission as of the last day of the period covered by this report. In addition, there were no pending actions that are (a) contests of citations and orders referenced in Subpart B of 29 CFR Part 2700; (b) complaints for compensation referenced in subpart D of 29 CFR Part 2700; (c) complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part 2700; (d) applications for temporary relief referenced in Subpart F of 29 CFR Part 2700; or (e) appeals of judges’ decisions or orders to the Federal Mine Safety and Health Review Commission referenced in Subpart H of 29 CFR Part 2700.