<SEC-DOCUMENT>0001062993-16-012830.txt : 20161223
<SEC-HEADER>0001062993-16-012830.hdr.sgml : 20161223
<ACCEPTANCE-DATETIME>20161223163206
ACCESSION NUMBER:		0001062993-16-012830
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20161223
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20161223
DATE AS OF CHANGE:		20161223

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENERGY FUELS INC
		CENTRAL INDEX KEY:			0001385849
		STANDARD INDUSTRIAL CLASSIFICATION:	MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A6
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36204
		FILM NUMBER:		162069208

	BUSINESS ADDRESS:	
		STREET 1:		225 UNION BLVD., SUITE 600
		CITY:			LAKEWOOD
		STATE:			CO
		ZIP:			80228
		BUSINESS PHONE:		303-974-2140

	MAIL ADDRESS:	
		STREET 1:		225 UNION BLVD., SUITE 600
		CITY:			LAKEWOOD
		STATE:			CO
		ZIP:			80228
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
   <TITLE>Energy Fuels Inc.: Form 8-K - Filed by newsfilecorp.com</TITLE>
   <META name="HandheldFriendly" content="true">
</HEAD>

<BODY style="font-size:10pt;">

<HR noshade align="center" width=100% size=3 color="black">
<A name=page_1></A>
<P align=center><B><FONT size=5>UNITED STATES </FONT></B><BR><B><FONT
size=5>SECURITIES AND EXCHANGE COMMISSION</FONT></B><B> </B><BR><B>Washington,
D.C. 20549</B></P>
<P align=center><B><FONT size=5>FORM 8-K</FONT></B><B> </B></P>
<P align=center><B>CURRENT REPORT</B><B> </B><BR><B>Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934</B></P>
<P align=center>Date of Report (Date of earliest event reported): <B><U>December
23, 2016 </U></B></P>
<P align=center><B><FONT size=5><U>ENERGY FUELS INC.</U></FONT></B><B>
</B><BR>(Exact name of registrant as specified in its charter)</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=center><U><B>Ontario </B></U></TD>
    <TD align=center width="33%"><U><B>001-36204 </B></U></TD>
    <TD align=center width="33%"><U><B>98-1067994 </B></U></TD></TR>
  <TR vAlign=top>
    <TD align=center>(State or other jurisdiction of </TD>
    <TD align=center width="33%">(Commission File Number) </TD>
    <TD align=center width="33%">(I.R.S. Employer </TD></TR>
  <TR vAlign=top>
    <TD align=center>incorporation) </TD>
    <TD align=left width="33%">&nbsp; </TD>
    <TD align=center width="33%">Identification No.) </TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=center><B>225 Union Blvd., Suite 600 </B></TD>
    <TD align=center width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=center><U><B>Lakewood, Colorado </B></U></TD>
    <TD align=center width="50%"><U><B>80228 </B></U></TD></TR>
  <TR vAlign=top>
    <TD align=center>(Address of principal executive offices) </TD>
    <TD align=center width="50%">(Zip Code) </TD></TR></TABLE>
<P align=center><B><U>(303) 974-2140</U></B><BR>(Registrant&#146;s telephone number,
including area code)</P>
<P align=center><B><U>N/A</U></B><BR>(Former name or former address, if changed
since last report)</P>
<P align=justify style="text-indent:5%">Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left>[&nbsp;&nbsp; ] </TD>
    <TD align=left width="90%">Written communications pursuant to Rule 425
      under the Securities Act (17 CFR 230.425) </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="5%">&nbsp;</TD>
    <TD align=left>[&nbsp;&nbsp; ] </TD>
    <TD align=left width="90%">Soliciting material pursuant to Rule 14a-12
      under the Exchange Act (17 CFR 240.14a -12) </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="5%">&nbsp;</TD>
    <TD align=left>[&nbsp;&nbsp; ] </TD>
    <TD align=left width="90%">Pre-commencement communications pursuant to
      Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="5%">&nbsp;</TD>
    <TD align=left>[&nbsp;&nbsp; ] </TD>
    <TD align=left width="90%">Pre-commencement communications pursuant to
      Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
</TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_2></A>
<P align=justify><B>Item 1.01. Entry into a Material Definitive Agreement.
</B></P>
<P align=justify>On December 23, 2016, the Company entered into a Controlled
Equity Offering<SUP>SM</SUP> Sales Agreement (the &#147;Sales Agreement&#148;) with Cantor
Fitzgerald &amp; Co. (&#147;Cantor&#148;) pursuant to which the Company may sell from time
to time, at its option, up to an aggregate of  $20,000,000 of the Company&#146;s
common shares, through Cantor, as sales agent (the &#147;ATM Offering&#148;). Pursuant to
the Sales Agreement, sales of the common shares, if any, will be made under the
Company&#146;s previously filed Registration Statement on Form S-3 (File No.
333-210782), by any method that is deemed to be an &#147;at the market offering&#148; as
defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;). </P>
<P align=justify>Subject to the terms and conditions of the Sales Agreement,
Cantor will use its commercially reasonable efforts consistent with its normal
trading and sales practices and applicable state and federal laws, rules and
regulations and the rules of the NYSE MKT to sell on the Company&#146;s behalf all of
the common shares requested to be sold by the Company. Cantor will offer the
common shares subject to the terms and conditions of the Sales Agreement on a
daily basis or as otherwise agreed upon by the Company and Cantor. The Company
will designate the maximum amount of common shares to be sold through Cantor on
a daily basis or otherwise determine such maximum amount together with Cantor.
The Company may instruct Cantor not to sell common shares if the sales cannot be
effected at or above the price designated by the Company in any such
instruction. The Company or Cantor may suspend the offering of common shares
being made through Cantor under the Sales Agreement upon proper notice to the
other party.</P>
<P align=justify>The aggregate compensation payable to Cantor as sales agent
shall be no more than 3.0% of the gross sales price of the common shares sold
through it pursuant to the Sales Agreement. In addition, the Company has agreed
in the Sales Agreement to provide indemnification and contribution to Cantor
against certain liabilities, including liabilities under the Securities Act. The
total expenses of the offering payable by the Company, excluding commissions
payable to Cantor under the Sales Agreement, will be approximately $187,000.
</P>
<P align=justify>The Company is not obligated to make any sales of common shares
under the Sales Agreement. The offering of common shares pursuant to the Sales
Agreement will terminate upon (a) the sale of all of the common shares subject
to the Sales Agreement or (b) the termination of the Sales Agreement by the
Company or by Cantor. Cantor may terminate the Sales Agreement under the
circumstances specified in the Sales Agreement. Each of the Company and Cantor
may also terminate the Sales Agreement upon giving the other party ten (10)
days&#146; notice. </P>
<P align=justify>The Sales Agreement is attached to this Current Report on Form
8-K as Exhibit 1.1 and is incorporated herein by reference. The foregoing
description of the material terms of the Sales Agreement does not purport to be
complete and is qualified in its entirety by reference to the exhibit attached
hereto.</P>
<P align=justify>This Current Report on Form 8-K shall not constitute an offer
to sell or the solicitation of an offer to buy the common shares discussed
herein, nor shall there be any offer, solicitation, or sale of the common shares
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.</P>
<P align=justify><B>Item 8.01 Other Events. </B></P>
<P align=justify>The Company released an updated Preliminary Economic Assessment
(the &#147;PEA&#148;) today, which has been prepared in accordance with National
Instrument 43-101 &#150; Standards of Disclosure for Mineral Projects (&#147;NI 43-101&#148;),
for its 100%-owned Roca Honda Project (&#147;Roca Honda&#148;). </P>
<P align=justify>Roca Honda is one of the largest and highest grade uranium
projects in the U.S. It is located in northwest New Mexico, adjacent to the
Mount Taylor Mine, which is a large, developed, high-grade uranium mine held by
a wholly-owned subsidiary of San Diego-based General Atomics. The Company is
currently in the process of permitting Roca Honda, so that it can be
ready for development in improved market conditions. Due to Roca Honda&#146;s proximity to the Company&#146;s 100%-owned White
Mesa Mill, the uranium to be mined at the project is expected to be trucked to
the Company&#146;s mill to be processed and concentrated into finished uranium
product that will be sold into the global nuclear energy market. The White Mesa
Mill is the only fully-licensed and operating conventional uranium mill in the
U.S. today.</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<A name=page_3></A>

<P align=justify>The new PEA primarily reflects an update to the Roca Honda&#146;s
ownership status based on: (i) the Company&#146;s acquisition of 4,580-acres of
adjacent properties in August of 2015, and (ii) the Company&#146;s acquisition of the
40% ownership interest of the Company&#146;s former joint venture partner in May of
2016, thereby increasing the Company&#146;s ownership in the Project to 100%. </P>

<P align=justify>The
PEA is entitled &#147;Technical Report on the Roca Honda Project,
McKinley County, State of New Mexico, USA&#148; and is dated October 27, 2016. The
qualified persons who authored the Technical Report are Stuart E. Collins, P.E.,
Robert L. Michaud, P.Eng., Mark B. Mathisen, C.P.G., each of Roscoe Postle
Associates Inc., and Harold R. Roberts, P.E., Executive VP of the Company. The
Technical Report will be filed on SEDAR and will be available under the
Company&#146;s profile at www.sedar.com. </P>
<P align=justify>In comparing the new PEA with the previous one dated February
27, 2015, the project economics have improved, including estimated operating
costs dropping by 11% to $33.27 per pound of uranium. The PEA also demonstrates
that Roca Honda  is expected to have a 9-year production life with an
average annual production rate of 2.6 million pounds of uranium per year. The
first year of production is expected to total 1.4 million pounds of uranium,
followed by an average rate of production of 2.8 million pounds of uranium per
year thereafter. Life-of-mine capital costs (including upfront capital,
sustaining capital, and closure &amp; reclamation) are expected to total $13.88
per pound of uranium.</P>
<P align=justify>The mineral resource estimate for the project is unchanged from
the previous February 27, 2015 report, including 1.51 million tons of Measured
and Indicated Mineral Resources with an average grade of 0.48% eU<sub>3</sub>O<sub>8</sub> containing
14.6 million pounds of uranium. Roca Honda is also estimated to contain 1.20
million tons of Inferred Mineral Resources with an average grade of 0.47% eU<sub>3</sub>O<sub>8</sub>
containing 11.2 million pounds of uranium.</P>
<P align=justify>As previously disclosed in the Company&#146;s May 28, 2015 news
release, there is an existing, partially-sunk mine shaft located on the project
which was constructed by Kerr-McGee in 1982 to a depth of 1,478-feet. The
Company expects to evaluate whether this shaft can be utilized. In addition, the
PEA describes a significant historical uranium estimate for the project that is
not included in the current NI 43-101-compliant resource estimates described
above. Because the Company continues to pursue significant cost-saving
initiatives in today&#146;s low uranium price environment, the additional work to
convert these historical estimates into current NI 43-101-compliant mineral
resources has not been completed. These historical estimates are not equivalent
to current mineral resources or mineral reserves as defined in NI 43-101. The
historical estimates should not be relied upon, but are considered relevant as
strong potential exists to add resources to the project, and if confirmed, such
resources could be important in the early stages of the project life and cash
flow.</P>
<P align=justify><I>Key assumptions and parameters used in the economic analysis
contained in the PEA include the following: mining at an average rate of 1,090
tons per day, utilizing the Company&#146;s White Mesa Mill for processing (which the
PEA notes is a viable uranium mill and has all the necessary impoundment
structures), a sales price of $65 per pound, a $45 million (16%) capital cost
contingency, and no mining of historical resources. These key assumptions and
parameters used in the economic analysis are considered reasonable for economic
extraction of the resources for Roca Honda. Readers should note that the Mineral
Resources disclosed above are not Mineral Reserves, and therefore do not have
demonstrated economic viability. In addition, this PEA is preliminary in nature;
it includes Inferred Mineral Resources that are considered too speculative
geologically to have economic considerations applied to them that would enable
them to be categorized as Mineral Reserves; and there is no certainty that the
economic analysis will be realized. </I></P>
<P align=justify><I>Key assumptions and parameters used in determining the
Mineral Resources contained in the PEA, include the following: a minimum grade
cut-off of 0.19% U<sub>3</sub>O<sub>8</sub>, a minimum mining thickness of six
feet, $241 per ton of operating cost, 95% recovery at the White Mesa Mill, and
no environmental, permitting, legal, title, taxation, socioeconomic, marketing,
political, or other relevant factors that could materially affect the Mineral
Resource estimate. Data verification for the Mineral Resources estimate was
completed by RPA (2010-2011, and 2016) and by Fitch (2004). The data
verification performed by RPA in 2010-2011, included a site visit, review of
historical plans and sections, review of geological reports, review of
historical and more recent drill hole logs, review of survey records, review of
core logging and sampling procedures, spot checks of property boundary markers
and drill hole collar locations, independent checks of counts per second (cps)
of selected drill core samples, comparisons of the drill hole data base to
historical records, and a discussion with Fitch (author of the 2006, 2008, and
2010 Technical Reports). No significant discrepancies were encountered.</I></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_4></A>

<P align=justify>The Company is also pleased to announce that it has filed a
prospectus supplement to its effective U.S. registration statement on Form S-3 in order to
reestablish its &#145;at-the-market&#146; program (&#147;ATM&#148;). Concurrently, the Company has
entered into a sales agreement with Cantor Fitzgerald &amp; Co. pursuant to
which the Company may, at its discretion from time to time, sell up to  $20
million of common shares, with sales only being made on the NYSE MKT at
then-prevailing market prices. The ATM is substantially similar to the one the
Company utilized to raise  $3.39 million of cash from September 29, 2015 to March
15, 2016. The prospectus supplement and the accompanying base prospectus
relating to this offering have been filed with the U.S. Securities and
Exchange Commission (&#147;SEC&#148;) and is available on the SEC&#146;s website at
<U>www.sec.gov</U>. Copies of the prospectus supplement and the accompanying
base prospectus relating to this offering, when available, may be obtained from
Cantor Fitzgerald &amp; Co., Attention: Equity Capital Markets, 110 East 59th
Street, New York, New York, 10022, telephone: (212) 829-7122.</P>

<p class="MsoNormal" style="text-align:justify;text-autospace:none">In the event
the ATM is utilized, the Company intends to use the net proceeds to provide the
Company with additional financial flexibility and enhanced options with respect
to any or all of the following:&nbsp; (i) to continue to finance the evaluation of
the high-grade uranium and copper mineralization and the previously announced
shaft-sinking at the Company&#146;s Canyon mine project in Arizona; (ii) to fund
wellfield construction at the Company&#146;s Nichols Ranch ISR Project in Wyoming, as
market conditions warrant; (iii) to continue permitting of the Company&#146;s
projects, including Roca Honda and Jane Dough; (iv) to repay principal on
outstanding indebtedness; and/or (v) for general corporate needs and working
capital requirements.</p>
<P align=justify><B><I>Cautionary Note Regarding Forward-Looking Statements:
</I></B><I>Certain information contained in this Current Report on Form 8-K,
including any information relating to: the Company being a leading producer of
uranium in the U.S.; the expected filing of the PEA; Roca Honda being one of the
largest and highest-grade uranium projects in the U.S.; the status of permitting
at Roca Honda and the expectation that the Roca Honda Project can be ready for
development if market conditions improve; any expectations about improvements in
market conditions; the expected processing of resources mined at Roca Honda at
the White Mesa Mill; the results of the resource estimate and economic analysis
in the PEA including its conclusions and assumptions; the successful utilization
of the ATM; the use of proceeds for the ATM; and any other statements regarding
Energy Fuels&#146; future expectations, beliefs, goals or prospects; constitute
forward-looking information within the meaning of applicable securities
legislation (collectively, "forward-looking statements"). All statements in this
Current Report on Form 8-K that are not statements of historical fact (including
statements containing the words "expects", "does not expect", "plans",
"anticipates", "does not anticipate", "believes", "intends", "estimates",
"projects", "potential", "scheduled", "forecast", "budget" and similar
expressions) should be considered forward-looking statements. All such
forward-looking statements are subject to important risk factors and
uncertainties, many of which are beyond Energy Fuels&#146; ability to control or
predict. A number of important factors could cause actual results or events to
differ materially from those indicated or implied by such forward-looking
statements, including without limitation factors relating to: the Company being
a leading producer of uranium in the U.S.; the expected filing of the PEA; Roca
Honda being one of the largest and highest-grade uranium projects in the U.S.;
the status of permitting at Roca Honda and the expectation that the Roca Honda
Project can be ready for development if market conditions improve; any
expectations about improvements in market conditions; the expected processing of
resources mined at Roca Honda at the White Mesa Mill; the results of the
resource estimate and economic analysis in the PEA including its conclusions and
assumptions; the successful utilization of the ATM; the use of proceeds for the
ATM; and other risk factors as described in Energy Fuels&#146; most recent annual
report on Form 10-K and quarterly financial reports. Energy Fuels assumes no
obligation to update the information in this communication, except as otherwise
required by law. Additional information identifying risks and uncertainties is
contained in Energy Fuels&#146; filings with the various securities commissions which
are available online at www.sec.gov and www.sedar.com. Forward-looking
statements are provided for the purpose of providing information about the
current expectations, beliefs and plans of the management of Energy Fuels
relating to the future. Readers are cautioned that such statements may not be
appropriate for other purposes. Readers are also cautioned not to place undue
reliance on these forward-looking statements, that speak only as of the date
hereof. </I></P>
<P align=justify><B><I>Cautionary note to United States investors concerning
estimates of measured, indicated and inferred resources. </I></B><I>This Current
Report on Form 8-K contains certain disclosure that has been prepared in
accordance with the requirements of Canadian securities laws, which differ from
the requirements of U.S. securities laws. Unless otherwise indicated, all
reserve and resource estimates included in this Current Report on Form 8-K have
been prepared in accordance with NI 43-101 and the Canadian Institute of Mining,
Metallurgy and Petroleum </I><i>(&#147;CIM&#148;) classification system. Canadian standards, including
NI 43-101, differ significantly from the requirements of U.S. securities laws,
and reserve and resource information contained in this Current Report on Form
8-K may not be comparable to similar information disclosed by companies
reporting only under U.S. standards. In particular, the term &#147;resource&#148; does not
equate to the term &#147;reserve&#148; under SEC Industry Guide 7. </i><b><i>United States
investors are cautioned not to assume that all or any 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 &#147;Inferred Mineral Resource&#148;
exists or is economically or legally minable. Energy Fuels does not hold any
Reserves as that term is defined by SEC Industry Guide 7. Please refer to the
section entitled &#147;Cautionary Note to United States Investors Concerning
Disclosure of Mineral Resources&#148; in the Company&#146;s Annual Report on Form 10-K
dated March 15, 2016 for further details. </i></b></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_5></A>

<P align=justify><B>Item 9.01. Exhibits. </B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD vAlign=top noWrap align=left ><B><U>Exhibit</U></B> </TD>
    <TD vAlign=top noWrap align=left width="90%"><B><U>Description</U></B>
  </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left bgColor=#eeeeee ><a href="exhibit1-1.htm">1.1</a></TD>
    <TD vAlign=top align=left width="90%" bgColor=#eeeeee><a href="exhibit1-1.htm">Sales Agreement </a></TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left ><a href="exhibit5-1.htm">5.1</a></TD>
    <TD vAlign=top align=left width="90%"><a href="exhibit5-1.htm">Legal Opinion of Borden Ladner Gervais LLP with respect to the Offering </a></TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left bgColor=#eeeeee ><a href="exhibit5-1.htm">99.1</a></TD>
    <TD vAlign=top align=left width="90%" bgColor=#eeeeee>
    <a href="exhibit5-1.htm">Consent of Borden Ladner Gervais LLP (contained in Exhibit 5.1)
    </a></TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left ><a href="exhibit99-2.htm">99.2 </a></TD>
    <TD vAlign=top align=left width="90%"><a href="exhibit99-2.htm">Consent of Harold R. Roberts</a></TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left bgColor=#eeeeee ><a href="exhibit99-3.htm">99.3</a></TD>
    <TD vAlign=top align=left width="90%" bgColor=#eeeeee><a href="exhibit99-3.htm">Consent of Mark Mathisen </a></TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left ><a href="exhibit99-4.htm">99.4</a></TD>
    <TD vAlign=top align=left width="90%"><a href="exhibit99-4.htm">Consent of Stuart Collins</a></TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left bgColor=#eeeeee ><a href="exhibit99-5.htm">99.5 </a></TD>
    <TD vAlign=top align=left width="90%" bgColor=#eeeeee><a href="exhibit99-5.htm">Consent of Robert Michaud </a></TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left ><a href="exhibit99-6.htm">99.6 </a></TD>
    <TD vAlign=top align=left width="90%"><a href="exhibit99-6.htm">Consent of Roscoe Postle Associates Inc. </a></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_6></A>
<P align=center><B>SIGNATURES</B> </P>
<P align=justify>Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.</P>
<P style="MARGIN-LEFT: 50%" align=justify><B>ENERGY FUELS
INC.</B><BR>(Registrant)</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left>Dated: December 23, 2016 </TD>
    <TD align=left width="5%">By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
      width="45%"><EM>/s/ </EM>David C. Frydenlund </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="50%" colSpan=2>David C. Frydenlund </TD></TR>
  <TR vAlign=top>
    <TD align=left></TD>
    <TD align=left width="50%" colSpan=2>Senior Vice President, General
      Counsel and Corporate Secretary </TD></TR></TABLE><BR>
<HR align=center width="100%" color=black noShade SIZE=5>

</BODY>

</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>exhibit1-1.htm
<DESCRIPTION>EXHIBIT 1.1
<TEXT>
<HTML>
<HEAD>
   <TITLE>Energy Fuels Inc.: Exhibit 1.1 - Filed by newsfilecorp.com</TITLE>
   <META name="HandheldFriendly" content="true">
</HEAD>

<BODY style="font-size:10pt;">

<HR noshade align="center" width=100% size=3 color="black">
<!--$$/page=--><A name=page_1></A>
<P align=right><B>Exhibit 1.1 </B></P>
<P align=center><B>ENERGY FUELS INC. </B><BR>Up to US$20,000,000 of <BR>Common
Shares </P>
<P align=center><B>Controlled Equity Offering</B><B><SUP>SM</SUP></B><B>
</B></P>
<P align=center><B><U>Sales
Agreement</U></B></P>
<P align=right>December 23, 2016 </P>
<P align=justify>Cantor Fitzgerald &amp; Co. <BR>499 Park Avenue <BR>New York,
NY 10022 </P>
<P align=justify>Ladies and Gentlemen: </P>
<P align=justify style="text-indent:5%">Energy Fuels Inc. (the
&#147;<B><U>Company</U></B>&#148;), a company continued under the <I>Business Corporations
Act </I>(Ontario) (the &#147;<B><U>OBCA</U></B>&#148;), confirms its agreement (this
&#147;<B>Agreement</B>&#148;) with Cantor Fitzgerald &amp; Co. (the
&#147;<B><U>Agent</U></B>&#148;), as follows: </P>
<P align=justify style="text-indent:5%">1.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Issuance and Sale of Shares</U>. The Company agrees that, from time to time
during the term of this Agreement, on the terms and subject to the conditions
set forth herein, it may issue and sell through the Agent common shares of the
Company (&#147;<B><U>Common Shares</U></B>&#148;) for aggregate gross proceeds of up to
US$20,000,000 (the &#147;<B><U>Placement Shares</U></B>&#148;); provided, however, that in
no event shall the Company issue or sell through the Agent such number or dollar
amount of Placement Shares that (a) exceeds the number or dollar amount of
Common Shares registered pursuant to the effective Registration Statement (as
defined below) pursuant to which the offering will be made, (b) exceeds the
number or dollar amount of Common Shares permitted to be sold under Form S-3
(including General Instruction I.B.6 thereof, if applicable) or (c) exceeds the
number or dollar amount of Common Shares for which the Company has filed a
Prospectus Supplement (defined below) (the lesser of (a), (b) and (c), the
&#147;<B><U>Maximum Amount</U></B>&#148;),. Notwithstanding anything to the contrary
contained herein, the parties hereto agree that compliance with the limitations
set forth in this Section 1 on the Maximum Amount of Placement Shares issued and
sold under this Agreement shall be the sole responsibility of the Company and
that Agent shall have no obligation in connection with such compliance. The
issuance and sale of Placement Shares through the Agent will be effected
pursuant to the Registration Statement (as defined below) filed by the Company
and declared effective by the United States Securities and Exchange Commission
(the &#147;<B><U>Commission</U></B>&#148;) on May 5, 2016 (the &#147;<B><U>Effective
Date</U></B>&#148;), although nothing in this Agreement shall be construed as
requiring the Company to use the Registration Statement to issue Common Shares.
</P>
<P align=justify style="text-indent:5%">The Company has filed, in
accordance with the provisions of the Securities Act of 1933, as amended (the
&#147;<B><U>Securities Act</U></B>&#148;) and the rules and regulations thereunder (the
&#147;<B><U>Securities Act</U></B><B> </B><B><U>Regulations</U></B>&#148;), with the
Commission a registration statement on Form S-3 (File No. 333-210782), including
a base prospectus (the &#147;<B><U>Base Prospectus</U></B>&#148;), relating to certain
securities, including the Placement Shares to be issued from time to time by the
Company, and which incorporates by reference documents that the Company has
filed or will file in accordance with the provisions of the Securities Exchange
Act of 1934, as amended (the &#147;<B><U>Exchange Act</U></B>&#148;), and the rules and
regulations thereunder. The Company has prepared a prospectus or a prospectus
supplement to the base prospectus included as part of the registration
statement, which prospectus or prospectus supplement relates to the Placement
Shares to be issued from time to time by the Company (the &#147;<B><U>Prospectus
Supplement</U></B>&#148;). The Company will furnish to the Agent, for use by the
Agent, copies of the prospectus included as part of such registration statement,
as supplemented, by the Prospectus Supplement, relating to the Placement Shares
to be issued from time to time by the Company. The Company may file one or more
additional registration statements from time to time that will contain a base prospectus and
related prospectus or prospectus supplement, if applicable (which shall be a
Prospectus Supplement), with respect to the Placement Shares. Except where the
context otherwise requires, such registration statement(s), including all
documents filed as part thereof or incorporated by reference therein, and
including any information contained in a Prospectus (as defined below)
subsequently filed with the Commission pursuant to Rule 424(b) under the
Securities Act Regulations or deemed to be a part of such registration statement
pursuant to Rule 430B of the Securities Act Regulations, is herein called the
&#147;<b><U>Registration Statement</U></b>.&#148; The base prospectus or base
prospectuses, including all documents incorporated therein by reference,
included in the Registration Statement, as it may be supplemented, if necessary,
by the Prospectus Supplement, in the form in which such prospectus or
prospectuses and/or Prospectus Supplement have most recently been filed by the
Company with the Commission pursuant to Rule 424(b) under the Securities Act
Regulations, together with the then issued Issuer Free Writing Prospectus(es),
is herein called the &#147;<b><U>Prospectus</U></b>.&#148; </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_2></A>

<P align=justify style="text-indent:5%">Any reference herein to the
Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free
Writing Prospectus (defined below) shall be deemed to refer to and include the
documents, if any, incorporated by reference therein (the &#147;<B><U>Incorporated
Documents</U></B>&#148;), including, unless the context otherwise requires, the
documents, if any, filed as exhibits to such Incorporated Documents. Any
reference herein to the terms &#147;amend,&#148; &#147;amendment&#148; or &#147;supplement&#148; with respect
to the Registration Statement, any Prospectus Supplement, the Prospectus or any
Issuer Free Writing Prospectus shall be deemed to refer to and include the
filing of any document under the Exchange Act on or after the most-recent
effective date of the Registration Statement, or the date of the Prospectus
Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may
be, and incorporated therein by reference. For purposes of this Agreement, all
references to the Registration Statement, the Prospectus or to any amendment or
supplement thereto shall be deemed to include the most recent copy filed with
the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval
system, or if applicable, the Interactive Data Electronic Application system
when used by the Commission (collectively, &#147;<B><U>EDGAR</U></B>&#148;). </P>
<P align=justify style="text-indent:5%">2.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Placements</U>. Each time that the Company wishes to issue and sell Placement
Shares hereunder (each, a &#147;<B><U>Placement</U></B>&#148;), it will notify the Agent
by email notice (if receipt of such correspondence is actually acknowledged by
any of the individuals to whom the notice is sent, other than via auto-reply )
or other method mutually agreed to in writing by the parties of the number of
Placement Shares, the time period during which sales are requested to be made,
any limitation on the number of Placement Shares that may be sold on any Trading
Day (as defined below) and any minimum price below which sales may not be made
(a &#147;<B><U>Placement Notice</U></B>&#148;), the form of which is attached hereto as
Schedule 1. The Placement Notice shall originate from any of the individuals
from the Company set forth on Schedule 3 (with a copy to each of the other
individuals from the Company listed on such schedule), and shall be addressed to
each of the individuals from the Agent set forth on Schedule 3, as such Schedule
3 may be amended from time to time by notice in writing by the Company (with
respect to the individuals from the Company) or the Agent (with respect to the
individuals from the Agent). The Placement Notice shall be effective unless and
until (i) in accordance with the notice requirement provided for in Section 4,
the Agent declines to accept the terms contained therein for any reason, in its
sole discretion in accordance with Section 4 below, (ii) the entire amount of
the Placement Shares, either the Maximum Amount under this Agreement, under the
relevant Prospectus Supplement or pursuant to a Placement Notice, have been sold
and settled in accordance with the terms hereof, (iii) the Company suspends or
terminates the Placement Notice in accordance with the notice requirements
provided for in Section 4, (iv) the Company issues a subsequent Placement Notice
with parameters superseding those on the earlier dated Placement Notice, or (v)
this Agreement has been terminated under the provisions of Section 12. The
amount of any discount, commission or other compensation to be paid by the
Company to the Agent in connection with the sale of the Placement Shares shall
be calculated in accordance with the terms set forth in Schedule 2. It is
expressly acknowledged and agreed that neither the Company nor the Agent will
have any obligation whatsoever with respect to a Placement or any Placement
Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent
does not decline such Placement Notice pursuant to the terms set forth above,
and then only upon the terms specified therein and herein. In the event of a
conflict between the terms of this Agreement and the terms of a Placement
Notice, the terms of the Placement Notice will control.</P>
<P align=center>-2- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_3></A>

<P align=justify style="text-indent:5%">3.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Sale of Placement Shares by Agent</U>. Subject to the provisions of
<U>Section 5(a)</U>, the Agent, for the period specified in the Placement Notice
will use its commercially reasonable efforts consistent with its normal trading
and sales practices and applicable U.S. state and federal laws, rules and
regulations and, if applicable, the rules of the NYSE MKT, LLC (the
&#147;<B><U>NYSE</U></B>&#148; and, together with the Toronto Stock Exchange (the
&#147;<B><U>TSX</U></B>&#148;), the &#147;<B><U>Exchanges</U></B>&#148;), to sell the Placement
Shares up to the amount specified, and otherwise in accordance with the terms of
such Placement Notice, unless the Placement Notice has been declined, suspended
or otherwise terminated in accordance with the terms of this Agreement. The
Agent will provide written confirmation to the Company to each of the
individuals set forth on Schedule 3 no later than the opening of the Trading Day
immediately following the Trading Day on which it has made sales of Placement
Shares hereunder setting forth the number of Placement Shares sold on such day,
the average price realized, the compensation payable by the Company to the Agent
pursuant to <U>Schedule 2</U> with respect to such sales, and the Net Proceeds
(as defined below) payable to the Company, with an itemization of the deductions
made by the Agent (as set forth in <U>Section 5(b)</U>) from the gross proceeds
that it receives from such sales. Subject to the terms of the Placement Notice,
the Agent may sell Placement Shares by any method permitted by law deemed to be
an &#147;at the market offering&#148; as defined in Rule 415(a)(4) of the Securities Act
Regulations, including sales made directly on or through the NYSE or any other
existing trading market for the Common Shares in the United States, in
negotiated transactions at market prices prevailing at the time of sale or at
prices related to such prevailing market prices and/or any other method
permitted by law. During the term of this Agreement, and notwithstanding
anything to the contrary herein, the Agent agrees that in no event will it or
any of its affiliates engage in any market making, bidding, stabilization,
over-allotment or other trading activity with regard to the Common Shares if
such activity would be prohibited under Regulation M or other anti-manipulation
rules under the Securities Act. &#147;<B><U>Trading Day</U></B>&#148; means any day on
which the Common Shares are traded on the NYSE. </P>
<P align=justify style="text-indent:5%">4.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Suspension of Sales</U>.</P>
<P align=justify style="text-indent:10%">(a)&nbsp;&nbsp;&nbsp;&nbsp; The
Company or the Agent may, upon notice to the other party in writing (including
by email correspondence to each of the individuals of the other Party set forth
on Schedule 3, if receipt of such correspondence is actually acknowledged by any
of the individuals to whom the notice is sent, other than via auto-reply) or by
telephone (confirmed immediately by verifiable facsimile transmission or email
correspondence to each of the individuals of the other Party set forth on
Schedule 3), suspend any sale of Placement Shares (a
&#147;<B><U>Suspension</U></B>&#148;); provided, however, that such Suspension shall not
affect or impair any party&#146;s obligations with respect to any Placement Shares
sold hereunder prior to the receipt of such notice. While a Suspension is in
effect any obligation under Sections 7(l), 7(m), and 7(n) with respect to the
delivery of certificates, opinions, or comfort letters to the Agent, shall be
waived, provided, however, that such waiver shall not apply for the
Representation Date (defined below) occurring on the date that the Company files
its Annual Report on Form 10-K. Each of the parties agrees that no such notice
under this Section 4 shall be effective against any other party unless it is
made to one of the individuals named on Schedule 3 hereto, as such Schedule may
be amended from time to time. </P>
<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding any other provision of this Agreement, during any period in
which the Company is (to the Agent&#146;s knowledge upon receiving notice from the
Company) in possession of material non-public information, the Company and the
Agent agree that (i) no sale of Placement Shares will take place, (ii) the
Company shall not request the sale of any Placement Shares, and (iii) the Agent
shall not be obligated to sell or offer to sell any Placement Shares. </P>
<P align=center>-3- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_4></A>
<P align=justify style="text-indent:5%">5.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Sale and Delivery to the Agent; Settlement</U>. </P>
<P align=justify style="text-indent:10%">(a)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Sale of Placement Shares</U><I>. </I>On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, upon the Agent&#146;s acceptance of the terms of a Placement Notice, and
unless the sale of the Placement Shares described therein has been declined,
suspended, or otherwise terminated in accordance with the terms of this
Agreement, the Agent, for the period specified in the Placement Notice, will use
its commercially reasonable efforts consistent with its normal trading and sales
practices, applicable law and regulations and the rules of the Exchanges to sell
such Placement Shares up to the amount specified, and otherwise in accordance
with the terms of such Placement Notice. The Company acknowledges and agrees
that (i) there can be no assurance that the Agent will be successful in selling
Placement Shares, (ii) the Agent will incur no liability or obligation to the
Company or any other person or entity if it does not sell Placement Shares for
any reason other than a failure by the Agent to use its commercially reasonable
efforts consistent with its normal trading and sales practices, applicable law
and regulations and the rules of the Exchanges to sell such Placement Shares as
required under this Agreement and (iii) the Agent shall be under no obligation
to purchase Placement Shares on a principal basis pursuant to this Agreement,
except as otherwise agreed by the Agent and the Company.</P>
<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Settlement of Placement Shares</U><I>. </I>Unless otherwise specified in the
applicable Placement Notice, settlement for sales of Placement Shares will occur
on the third (3<SUP>rd</SUP>) Trading Day (or such earlier day as is industry
practice for regular-way trading) following the date on which such sales are
made (each, a &#147;<B><U>Settlement Date</U></B>&#148;). The Agent shall notify the
Company and the Company&#146;s transfer agent (which shall include a notification to
each of the individuals set out on Schedule 3) of each sale of Placement Shares
on the date of such sale. The Agent shall initiate Deposit and Withdrawal at
Custodian (DWAC) procedures through the Depositary Trust Company on each
Settlement Date. The amount of proceeds to be delivered to the Company on a
Settlement Date against receipt of the Placement Shares sold (the &#147;<B><U>Net
Proceeds</U></B>&#148;) will be equal to the aggregate sales price received by the
Agent, after deduction for (i) the Agent&#146;s commission, discount or other
compensation for such sales payable by the Company pursuant to Schedule 2
hereof, (ii) any other amounts due and payable by the Company to the Agent
hereunder pursuant to Section 8 and (iii) any transaction fees imposed by any
governmental or self-regulatory organization in respect of such sales. </P>
<P align=justify style="text-indent:10%">(c)&nbsp;&nbsp;&nbsp;&nbsp;
<I></I><U>Delivery of Placement Shares</U>. On or before each Settlement Date,
the Company will, or will cause its transfer agent to, electronically transfer
the Placement Shares being sold by crediting the Agent&#146;s or its designee&#146;s
account (provided the Agent shall have given the Company written notice of such
designee at least one Trading Day prior to the Settlement Date) at The
Depository Trust Company through its Deposit and Withdrawal at Custodian System
or by such other means of delivery as may be mutually agreed upon by the parties
hereto which in all cases shall be freely tradable, transferable, registered
shares in good deliverable form. On each Settlement Date, the Agent will deliver
the related Net Proceeds in same day funds to an account designated by the
Company on, or prior to, the Settlement Date. The Company agrees that if the
Company, or its transfer agent (if applicable), defaults in its obligation to
deliver Placement Shares on a Settlement Date, the Company agrees that in
addition to and in no way limiting the rights and obligations set forth in
Section 10(a) hereto, and provided that the Agent has complied with its
obligations hereunder, it will (i) hold the Agent harmless against any loss,
claim, damage, or expense (including reasonable legal fees and expenses), as
incurred, arising out of or in connection with such default by the Company, and
(ii) pay to the Agent any commission, discount, or other compensation to which
it would otherwise have been entitled absent such default. Provided, however,
that without limiting Section 10(a) herein, the Company shall not be obligated
to pay to the Agent any commission, discount or other compensation on any
Placement Shares that are not timely delivered due to (i) a suspension or
material limitation in trading in securities generally on the NYSE, (ii) a
general moratorium on commercial banking activities declared by either Canadian
or United States federal or New York State authorities or a material disruption
in securities settlement or clearance services in the United States or Canada;
(iii) an outbreak or escalation of hostilities or acts of terrorism involving
the United States or Canada or a declaration by the United States or Canada of a
national emergency or war; or (iv) any other calamity or crisis or any change in
financial, political or economic conditions in the United States or elsewhere.</P>
<P align=center>-4- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_5></A>

<P align=justify style="text-indent:10%">(d)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Denominations; Registration</U><I>. </I>Certificates for the Placement
Shares, if any, shall be in such denominations and registered in such names as
the Agent may request in writing at least two full Business Days (as defined
below) before the Settlement Date. The certificates for the Placement Shares, if
any, will be made available by the Company for examination and packaging by the
Agent in The City of New York not later than noon (New York time) on the
Business Day prior to the Settlement Date. </P>
<P align=justify style="text-indent:10%">(e)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Limitations on Offering Size</U><I>. </I>Under no circumstances shall the
Company cause or request the offer or sale of any Placement Shares if, after
giving effect to the sale of such Placement Shares, the aggregate gross sales
proceeds of Placement Shares sold pursuant to this Agreement would exceed the
lesser of (A) together with all sales of Placement Shares under this Agreement,
the Maximum Amount, and (B) the amount authorized from time to time to be issued
and sold under this Agreement by the Company&#146;s board of directors, a duly
authorized committee thereof or a duly authorized executive committee, and
notified to the Agent in writing. Under no circumstances shall the Company cause
or request the offer or sale of any Placement Shares pursuant to this Agreement
at a price lower than the minimum price authorized by the Exchanges and, from
time to time, by the Company&#146;s board of directors, a duly authorized committee
thereof or a duly authorized executive committee, and notified to the Agent in
writing. Further, under no circumstances shall the Company cause or permit the
aggregate offering amount of Placement Shares sold pursuant to this Agreement to
exceed the Maximum Amount.</P>
<P align=justify style="text-indent:5%">6.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Representations and Warranties of the Company</U>. The Company represents and
warrants to and agrees with Agent that as of the date of this Agreement and as
of each Applicable Time (as defined below): </P>
<P align=justify style="text-indent:10%"><B></B>(a)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Registration Statement and Prospectus</U>. No order suspending the trading or
distribution of the Common Shares has been issued by any Canadian Securities
Regulator (as defined below), the Exchanges or Investment Industry Regulatory
Organization of Canada (&#147;<B><U>IIROC</U></B>&#148;), and no proceedings, for that
purpose, have been instituted or are pending or, to the Company&#146;s knowledge, are
contemplated by any Canadian Securities Regulator; no stop order suspending the
effectiveness of the Registration Statement has been issued by the Commission,
and no proceedings for that purpose have been instituted or are pending or to
the Company&#146;s knowledge, are contemplated by the Commission; the Registration
Statement, including the Base Prospectus and such amendments to such
Registration Statement as may have been required to the date of this Agreement,
has been prepared by the Company under the applicable provisions of the
Securities Act and has been filed with the Commission; the Registration
Statement became effective on the Effective Date. Any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement or the Prospectus have been so described or filed. Copies
of the Registration Statement or the Prospectus, and any such amendments or
supplements and all documents incorporated by reference therein that were filed
with the Commission on or prior to the date of this Agreement have been
delivered, or are available through EDGAR to the Agent and its counsel. The
Prospectus will name the Agent as an agent in the section entitled &#147;Plan of
Distribution.&#148; There are no reports or information that must be filed or made
publicly available in connection with the listing of the Placement Shares, on
the TSX (other than routine post-closing filings) that have not been filed or
made publicly available as required. The Commission has not issued an order
preventing or suspending the use of the Base Prospectus, any Permitted Free
Writing Prospectus (as defined below) or the Prospectus relating to the proposed
offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the Company&#146;s
knowledge, are contemplated or threatened by the Commission. The Company has not
distributed and, prior to the later to occur of each Settlement Date and
completion of the distribution of the Placement Shares, will not distribute any
offering material in connection with the offering or sale of the Placement
Shares other than the Registration Statement and the Prospectus and any Issuer
Free Writing Prospectus to which the Agent has consented.</P>
<P align=center>-5- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_6></A>

<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Misstatement or Omission</U>. At the respective times each part of the
Registration Statement and each amendment thereto became effective, the
Registration Statement complied in all material respects with the Securities Act
and did not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading. On the date the Prospectus Supplement was filed with the
Commission, at each Applicable Time and on each Settlement Date, the Prospectus
did not and will not contain an untrue statement of a material fact or omit to
state a material fact necessary to make the statement therein, in the light of
the circumstances under which they were made, not misleading. The foregoing
shall not apply to statements in, or omissions from, any such document made in
reliance upon, and in conformity with, information furnished to the Company by
Agent specifically for use in the preparation thereof.</P>
<P align=justify style="text-indent:10%">(c)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Conformity with Securities Act and Exchange Act</U>. The Registration
Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment
or supplement thereto, and the documents incorporated by reference in the
Registration Statement, the Prospectus or any amendment or supplement thereto,
when such documents were or are filed with the Commission under the Securities
Act or the Exchange Act, or became or become effective under the Securities Act,
as the case may be, conformed or will conform in all material respects with the
requirements of the Securities Act and the Exchange Act, , as applicable, other
than any non-compliance which would not have a Material Adverse Effect (as
defined below). </P>
<P align=justify style="text-indent:10%">(d)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Financial Information</U>. The consolidated financial statements of the
Company included or incorporated by reference in the Registration Statement, the
Prospectus and the Permitted Free Writing Prospectus, if any, together with the
related notes and schedules, present fairly, in all material respects, the
consolidated financial position of the Company and the Material Subsidiaries (as
defined below) as of the dates indicated and the consolidated statements of
comprehensive loss, shareholders&#146; equity and cash flows of the Company for the
periods specified. Such financial statements, schedules, and notes conform in
all material respects with United States generally accepted accounting
principles (&#147;<B><U>GAAP</U></B>&#148;), applied on a consistent basis during the
periods involved. The other financial and statistical data with respect to the
Company and the Material Subsidiaries (as defined below) contained or
incorporated by reference in the Registration Statement, the Prospectus and the
Issuer Free Writing Prospectus, if any, are accurately and fairly presented in
all material respects and prepared on a basis consistent with the financial
statements and books and records of the Company; there are no financial
statements (historical or pro forma) that are required to be included or
incorporated by reference in the Registration Statement or the Prospectus that
are not included or incorporated by reference as required; the Company and the
Material Subsidiaries (as defined below) do not have any material liabilities or
obligations, direct or contingent (including any off-balance sheet obligations),
not described in the Registration Statement and the Prospectus and all
disclosures contained or incorporated by reference therein; and no other
financial statements are required to be set forth or to be incorporated by
reference in the Registration Statement or the Prospectus or the Issuer Free
Writing Prospectus under the Securities Act. </P>
<P align=justify style="text-indent:10%">(e)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Statistical, Industry-Related and Market-Related Data</U>. The statistical,
industry-related and market-related data included in the Registration Statement
and the Prospectus are based on or derived from sources that the Company
reasonably believes are reliable and accurate, and such data agrees with the
sources from which they are derived.</P>
<P align=center>-6- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_7></A>
<P align=justify style="text-indent:10%">(f)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Conformity with EDGAR Filing</U>. The Prospectus delivered to the Agent for
use in connection with the sale of the Placement Shares pursuant to this
Agreement will be identical to the versions of the Prospectus created to be
transmitted to the Commission for filing via EDGAR, except to the extent
permitted by Regulation S-T.</P>
<P align=justify style="text-indent:10%">(g)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Organization</U>. The Company and each of its Material Subsidiaries (as
defined below) are, and will be, duly organized, validly existing as a
corporation and in good standing (where such concept is recognized) under the
laws of their respective jurisdictions of organization. The Company and each of
the Material Subsidiaries are, and will be, duly licensed or qualified as a
foreign corporation for transaction of business and in good standing under the
laws of each other jurisdiction in which their respective ownership or lease of
property or the conduct of their respective businesses requires such license or
qualification, and have all corporate power and authority necessary to own or
hold their respective properties and to conduct their respective businesses as
described in the Registration Statement and the Prospectus, except where the
failure to be so qualified or in good standing or have such power or authority
would not, individually or in the aggregate, have a material adverse effect or
would reasonably be expected to have a material adverse effect on or affecting
the assets, business, operations, earnings, properties, condition (financial or
otherwise), shareholders&#146; equity or results of operations of the Company and the
Material Subsidiaries (as defined below) taken as a whole, or prevent or
materially interfere with consummation of the transactions contemplated hereby
(a &#147;<B><U>Material Adverse Effect</U></B>&#148;). </P>
<P align=justify style="text-indent:10%">(h)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Subsidiaries</U>. The subsidiaries set forth on Schedule 4 (collectively, the
&#147;<B><U>Material Subsidiaries</U></B>&#148;), include all of the Company&#146;s significant
subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated
by the Commission). Except as set forth in the Registration Statement and in the
Prospectus and in the agreements noted on Schedule 5, the Company owns, directly
or indirectly, all of the equity interests of the Material Subsidiaries free and
clear of any lien, charge, security interest, encumbrance, right of first
refusal or other restriction, and all the equity interests of the Material
Subsidiaries are validly issued and are fully paid, non-assessable and free of
preemptive and similar rights. Except as set forth in the agreement noted on
Schedule 6, no Material Subsidiary is currently prohibited, directly or
indirectly, from paying any dividends to the Company, from making any other
distribution on such Material Subsidiary&#146;s capital stock, from repaying to the
Company any loans or advances to such Material Subsidiary from the Company or
from transferring any of such Material Subsidiary&#146;s property or assets to the
Company or any other Subsidiary of the Company. </P>
<P align=justify style="text-indent:10%">(i)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Minute Books</U>. Since January 1, 2015, all existing minute books of the
Company and each of the Material Subsidiaries, including all existing records of
all meetings and actions of the board of directors (including, the Audit,
Compensation and Governance and Nominating Committees and other board
committees) and shareholders of the Company (collectively, the
&#147;<B><U>Corporate</U></B><B> </B><B><U>Records</U></B>&#148;) have been made available
to the Agent and its counsel, and all such Corporate Records are complete in all
material respects. There are no transactions, agreements or other actions of the
Company or any of the Material Subsidiaries that are required to be recorded in
the Corporate Records that are not properly approved and/or recorded in the
Corporate Records. All required filings have been made with the appropriate
government registries and institutions in the Province of Ontario in a timely
fashion under the OBCA, except for such filings where the failure to file would
not have a Material Adverse Effect, either individually or in the aggregate.</P>
<P align=justify style="text-indent:10%">(j)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Violation or Default</U>. Neither the Company nor any of the Material
Subsidiaries is (i) in violation of its charter or bylaws or similar
organizational documents; (ii) except as are disclosed in the Registration
Statement and the Prospectus, in default, and no event has occurred that, with
notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of the Material Subsidiaries is a party
or by which the Company or any of the Material Subsidiaries is bound or to which
any of the property or assets of the Company or any of the Material
Subsidiaries are subject; or (iii) except as disclosed in the Registration
Statement and the Prospectus, in violation of any law or statute or any
judgment, order, rule or regulation of any court or arbitrator or governmental
or regulatory authority, except, in the case of each of clauses (ii) and (iii)
above, for any such violation or default that would not, individually or in the
aggregate, have a Material Adverse Effect. To the Company&#146;s knowledge, no other
party under any material contract or other material agreement to which it or any
of the Material Subsidiaries is a party is in default in any respect thereunder
where such default would have a Material Adverse Effect. </P>
<P align=center>-7- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_8></A>

<P align=justify style="text-indent:10%">(k)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Material Adverse Change</U>. Subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the
Permitted Free Writing Prospectus, if any (including any document deemed
incorporated by reference therein), there has not been (i) any Material Adverse
Effect, (ii) any transaction which is material to the Company and the Material
Subsidiaries taken as a whole, (iii) any obligation or liability, direct or
contingent (including any off-balance sheet obligations), incurred by the
Company or any Material Subsidiary, which is material to the Company and the
Material Subsidiaries taken as a whole, (iv) any material change in the capital
stock or outstanding long-term indebtedness of the Company or any of the
Material Subsidiaries or (v) any dividend or distribution of any kind declared,
paid or made on the capital stock of the Company or any Material Subsidiary,
other than in each case above in the ordinary course of business or as otherwise
disclosed in the Registration Statement or Prospectus (including any document
deemed incorporated by reference therein). </P>
<P align=justify style="text-indent:10%">(l)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Capitalization</U>. The issued and outstanding Common Shares have been
validly issued, are fully paid and non-assessable and, other than as disclosed
in the Registration Statement and the Prospectus, are not subject to any
preemptive rights, rights of first refusal or similar rights. The Company has an
authorized, issued and outstanding capitalization as set forth in the
Registration Statement and the Prospectus as of the dates referred to therein
(other than the grant of additional options under the Company&#146;s existing stock
option plans, or changes in the number of outstanding Common Shares of the
Company due to the issuance of shares upon the exercise or conversion of
securities exercisable for, or convertible into, Common Shares outstanding on
the date hereof) and such authorized capital stock conforms in all material
respects to the description thereof set forth in the Registration Statement and
the Prospectus. The description of the securities of the Company in the
Registration Statement and the Prospectus is complete and accurate in all
material respects. Except as disclosed in or contemplated by the Registration
Statement and the Prospectus, as of the date referred to therein, the Company
does not have outstanding any options to purchase, or any rights or warrants to
subscribe for, or any securities or obligations convertible into, or
exchangeable for, or any contracts or commitments to issue or sell, any Common
Shares or other securities. </P>
<P align=justify style="text-indent:10%">(m)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Authorization; Enforceability</U>. The Company has full corporate right,
power and authority to enter into this Agreement and perform the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by the Company and is a legal, valid and binding agreement of the
Company enforceable in accordance with its terms, except to the extent that
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors&#146; rights generally and by general
equitable principles. </P>
<P align=justify style="text-indent:10%">(n)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Authorization of Placement Shares</U>. The Placement Shares, when issued and
delivered pursuant to the terms approved by the board of directors of the
Company or a duly authorized committee thereof, or a duly authorized executive
committee, against payment therefor as provided herein, will be duly and validly
authorized and issued and fully paid and non-assessable, free and clear of any
pledge, lien, encumbrance, security interest or other claim, including any
statutory or contractual preemptive rights, resale rights, rights of first
refusal or other similar rights, and will be of the same class of Common Shares
registered pursuant to Section 12(b) of the Exchange Act. The Placement Shares,
when issued, will conform in all material respects to the
description thereof set forth in or incorporated into the Prospectus. </P>
<P align=center>-8- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_9></A>

<P align=justify style="text-indent:10%">(o)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Consents Required</U>. No consent, approval, authorization, order, registration
or qualification of or with any court or arbitrator or governmental or
regulatory authority is required for the execution, delivery and performance by
the Company of this Agreement, the issuance and sale by the Company of the
Placement Shares, except for such consents, approvals, authorizations, orders
and registrations or qualifications as may be required under applicable U.S.
state securities laws or by the bylaws and rules of the Financial Industry
Regulatory Authority, Inc. (&#147;<B><U>FINRA</U></B>&#148;) or the Exchanges in
connection with the sale of the Placement Shares by the Agent. </P>
<P align=justify style="text-indent:10%">(p)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Preferential Rights</U>. Except as set forth in the Registration Statement and
the Prospectus, (i) and except pursuant to options to purchase Common Shares
pursuant to outstanding options, restricted stock units, warrants or convertible
debentures, no person, as such term is defined in Rule 1-02 of Regulation S-X
promulgated under the Securities Act (each, a &#147;<B><U>Person</U></B>&#148;), has the
right, contractual or otherwise, to cause the Company to issue or sell to such
Person any Common Shares or other securities of the Company, (ii) no Person has
any preemptive rights, resale rights, rights of first refusal, or any other
rights (whether pursuant to a &#147;poison pill&#148; provision or otherwise) to purchase
any Common Shares or other securities of the Company, (iii) no Person has the
right to act as an underwriter or as a financial advisor to the Company in
connection with the offer and sale of the Placement Shares, and (iv) no Person
has the right, contractual or otherwise, to require the Company to register
under the Securities Act or qualify for distribution under Canadian securities
laws any Common Shares or other securities of the Company, or to include any
such Common Shares or other securities in the Registration Statement or the
Prospectus or the offering contemplated thereby, whether as a result of the
filing or effectiveness of the Registration Statement or the sale of the
Placement Shares as contemplated thereby or otherwise. </P>
<P align=justify style="text-indent:10%">(q)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Independent Public Accounting Firm</U>. KPMG LLP (the
&#147;<B><U>Accountant</U></B>&#148;), whose report on the consolidated financial
statements of the Company is incorporated by reference into the Registration
Statement and the Prospectus, are and, during the periods covered by their
report, is (i) an independent registered public accounting firm within the
meaning of the Securities Act and the Public Company Accounting Oversight Board
(United States) and (ii) an independent auditor as required by the Rules of
Professional Conduct of the Chartered Professional Accountants of Ontario and
there has never been a reportable disagreement (within the meaning of National
Instrument 51-102 <I>Continuous Disclosure</I> <I>Obligations</I>) between the
Company and the Accountant (or any former accountant or auditor). To the
Company&#146;s knowledge, after due and careful inquiry, the Accountant is not in
violation of the auditor independence requirements of the Sarbanes-Oxley Act of
2002 (the &#147;<B><U>Sarbanes-Oxley Act</U></B>&#148;) or with respect to the
Company.</P>
<P align=justify style="text-indent:10%">(r)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Enforceability of Agreements</U>. All agreements between the Company and
third parties expressly referenced in the Registration Statement and the
Prospectus are legal, valid and binding obligations of the Company enforceable
in accordance with their respective terms, except to the extent that (i)
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors&#146; rights generally and by general
equitable principles, and (ii) the indemnification provisions of certain
agreements may be limited by federal, state or provincial securities laws or
public policy considerations in respect thereof, and except for any other
potentially unenforceable term that, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. </P>
<P align=justify style="text-indent:10%">(s)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Litigation</U>. Except as set forth in the Registration Statement and the
Prospectus, there are no legal, governmental or regulatory actions, suits or
proceedings pending, nor, to the Company&#146;s knowledge, any legal, governmental or
regulatory audits or investigations, to which the Company or a Subsidiary is a
party or to which any property of the Company or any of the Material Subsidiaries is the subject that, individually or in the
aggregate, if determined adversely to the Company or any of the Material
Subsidiaries, could reasonably be expected to have a Material Adverse Effect or
materially and adversely affect the ability of the Company to perform its
obligations under this Agreement; except as disclosed in the Registration
Statement and Prospectus, to the Company&#146;s knowledge, no such actions, suits or
proceedings are threatened or contemplated by any governmental or regulatory
authority or threatened by others; and (i) there are no current or pending
legal, governmental or regulatory audits or investigations, actions, suits or
proceedings that are required under the Securities Act or Canadian securities
laws to be described in the Prospectus that are not so described; and (ii) there
are no contracts or other documents that are required under the Securities Act
to be filed as exhibits to the Registration Statement that are not so filed. </P>
<P align=center>-9- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_10></A>

<P align=justify style="text-indent:10%">(t)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Intellectual Property</U>. Except as disclosed in the Registration Statement
and the Prospectus, the Company and the Material Subsidiaries own, possess,
license or have other rights to use all foreign and domestic patents, patent
applications, trade and service marks, trade and service mark registrations,
trade names, copyrights, licenses, inventions, trade secrets, technology,
Internet domain names, know-how and other intellectual property (collectively,
the &#147;<B>Intellectual Property</B>&#148;), necessary for the conduct of their
respective businesses as now conducted except to the extent that the failure to
own, possess, license or otherwise hold adequate rights to use such Intellectual
Property would not, individually or in the aggregate, have a Material Adverse
Effect. Except as disclosed in the Registration Statement and the Prospectus (a)
there are no rights of third parties to any such Intellectual Property owned by
the Company and the Material Subsidiaries; (b) to the Company&#146;s knowledge, there
is no infringement by third parties of any such Intellectual Property; (c) there
is no pending or, to the Company&#146;s knowledge, threatened action, suit,
proceeding or claim by others challenging the Company&#146;s and the Material
Subsidiaries&#146; rights in or to any such Intellectual Property, and the Company is
unaware of any facts which could form a reasonable basis for any such action,
suit, proceeding or claim; (d) there is no pending or, to the Company&#146;s
knowledge, threatened action, suit, proceeding or claim by others challenging
the validity or scope of any such Intellectual Property; (e) there is no pending
or, to the Company&#146;s knowledge, threatened action, suit, proceeding or claim by
others that the Company and the Material Subsidiaries infringe or otherwise
violate any patent, trademark, copyright, trade secret or other proprietary
rights of others; (f) to the Company&#146;s knowledge, there is no third-party U.S.
patent or published U.S. patent application which contains claims for which an
Interference Proceeding (as defined in 35 U.S.C. &#167; 135) has been commenced
against any patent or patent application described in the Registration Statement
and the Prospectus as being owned by or licensed to the Company; and (g) the
Company and the Material Subsidiaries have complied with the terms of each
agreement pursuant to which Intellectual Property has been licensed to the
Company or such Material Subsidiary, and all such agreements are in full force
and effect, except, in the case of any of clauses (a)-(g) above, for any such
infringement by third parties or any such pending or threatened suit, action,
proceeding or claim as would not, individually or in the aggregate, result in a
Material Adverse Effect. </P>
<P align=justify style="text-indent:10%">(u)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Market Capitalization</U>. At the time the Registration Statement was
originally declared effective, and at the time the Company's most recent Annual
Report on Form 10-K was filed with the Commission, the Company met the then
applicable requirements for the use of Form S-3 under the Securities Act,
including, but not limited to, General Instruction I.B.1 of Form S-3. The
Company satisfies the pre-1992 eligibility requirements for the use of a
registration statement on Form S-3 in connection with this offering (the
pre-1992 eligibility requirements for the use of the registration statement on
Form S-3 include (i) having a non-affiliate, public common equity float of at
least $150 million or a non-affiliate, public common equity float of at least
$100 million and annual trading volume of at least three million shares and (ii)
having been subject to the Exchange Act reporting requirements for a period of
36 months). The Company is not a shell company (as defined in Rule 405 under the
Securities Act) and has not been a shell company for at least 12 calendar months
previously and if it has been a shell company at any time previously, has filed
current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12
calendar months previously reflecting its status as an entity that is not a
shell company.</P>
<P align=center>-10- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_11></A>

<P align=justify style="text-indent:10%">(v)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Material Defaults</U>. Neither the Company nor any of the Material Subsidiaries
has defaulted on any installment on indebtedness for borrowed money or on any
rental on one or more long-term leases, which defaults, individually or in the
aggregate, would have a Material Adverse Effect. The Company has not filed a
report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing
of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay
any dividend or sinking fund installment on preferred stock or (ii) has
defaulted on any installment on indebtedness for borrowed money or on any rental
on one or more long-term leases, which defaults, individually or in the
aggregate, would have a Material Adverse Effect. </P>
<P align=justify style="text-indent:10%">(w)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Certain Market Activities</U>. Neither the Company, nor any of the Material
Subsidiaries, nor to the knowledge of the Company any of their respective
directors or officers has taken, directly or indirectly, any action designed, or
that has constituted or might reasonably be expected to cause or result in,
under the Exchange Act or otherwise, the stabilization, maintenance or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the Placement Shares. </P>
<P align=justify style="text-indent:10%">(x)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Broker/Dealer Relationships</U>. Neither the Company nor any of the Material
Subsidiaries or any related entities (i) is required to register as a &#147;broker&#148;
or &#147;dealer&#148; in accordance with the provisions of the Exchange Act or (ii)
directly or indirectly through one or more intermediaries, controls or is a
&#147;person associated with a member&#148; or &#147;associated person of a member&#148; (within the
meaning set forth in the FINRA Manual). </P>
<P align=justify style="text-indent:10%">(y)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Reliance</U>. The Company has not relied upon the Agent or legal counsel for the
Agent for any legal, tax or accounting advice in connection with the offering
and sale of the Placement Shares. </P>
<P align=justify style="text-indent:10%">(z)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Taxes</U>. The Company and each of the Material Subsidiaries have filed all
federal, state, provincial, local and foreign tax returns which have been
required to be filed and paid all taxes shown thereon through the date hereof,
to the extent that such taxes have become due and are not being contested in
good faith, except where the failure to so file or pay would not have a Material
Adverse Effect. Except as otherwise disclosed in or contemplated by the
Registration Statement and the Prospectus, no tax deficiency has been determined
adversely to the Company or any of the Material Subsidiaries which has had,
individually or in the aggregate, a Material Adverse Effect. The Company has no
knowledge of any federal, state, provincial or other governmental tax
deficiency, penalty or assessment which has been or might be asserted or
threatened against it which would have a Material Adverse Effect. </P>
<P align=justify style="text-indent:10%">(aa)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Title to Real and Personal Property</U>. Except as set forth in the
Registration Statement and the Prospectus, the Company and the Material
Subsidiaries have good and marketable title in fee simple to all items of real
property owned by them, good and valid title to all personal property described
in the Registration Statement or Prospectus as being owned by them that are
material to the businesses of the Company or such Material Subsidiary, in each
case free and clear of all liens, encumbrances and claims, except those that (i)
do not materially interfere with the use made and proposed to be made of such
property by the Company and any of the Material Subsidiaries or (ii) would not,
individually or in the aggregate, have a Material Adverse Effect. Any real or
personal property described in the Registration Statement or Prospectus as being
leased by the Company and any of the Material Subsidiaries is held by them under
valid, existing and enforceable leases, except those that (A) do not materially
interfere with the use made or proposed to be made of such property by the
Company or any of the Material Subsidiaries or (B) would not, individually or in
the aggregate, have a Material Adverse Effect. Each of the properties of the
Company and the Material Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation,
building and zoning codes, laws and regulations and laws relating to access to
such properties), except if and to the extent disclosed in the Registration
Statement or Prospectus or except for such failures to comply that would not,
individually or in the aggregate, interfere in any material respect with the use
made and proposed to be made of such property by the Company and the Material
Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or
the Material Subsidiaries has received from any governmental or regulatory
authorities any notice of any condemnation of, or zoning change affecting, the
properties of the Company and the Material Subsidiaries, and the Company knows
of no such condemnation or zoning change which is threatened, except for such
that would not interfere in any material respect with the use made and proposed
to be made of such property by the Company and the Material Subsidiaries or
otherwise have a Material Adverse Effect, individually or in the aggregate. </P>
<P align=center>-11- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_12></A>

<P align=justify style="text-indent:10%">(bb)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Environmental Laws</U>. Except as set forth in the Registration Statement or
the Prospectus: </P>
<P align=justify style="text-indent:15%">(i)&nbsp;&nbsp;&nbsp;&nbsp; each
of the Company and the Material Subsidiaries is in compliance in all material
respects with all applicable federal, provincial, state, municipal and local
laws, statutes, ordinances, bylaws and regulations and orders, directives and
decisions rendered by any ministry, department or administrative or regulatory
agency, domestic or foreign (the &#147;<B><U>Environmental Laws</U></B>&#148;) relating to
the protection of the environment, occupational health and safety or the
processing, use, treatment, storage, disposal, discharge, transport or handling
of any pollutants, contaminants, chemicals or industrial, toxic or hazardous
wastes or substance, including any uranium or derivatives thereof (the
&#147;<B><U>Hazardous Substances</U></B>&#148;), except where such non-compliance would
not have a Material Adverse Effect, either individually or in the aggregate;
</P>
<P align=justify style="text-indent:15%">(ii)&nbsp;&nbsp;&nbsp;&nbsp; each
of the Company and the Material Subsidiaries has obtained all licenses, permits,
approvals, consents, certificates, registrations and other authorizations under
all applicable Environmental Laws (the &#147;<B>Environmental Permits</B>&#148;) necessary
as at the date hereof for the operation of the businesses carried on or proposed
to be commenced by the Company and the Material Subsidiaries and each
Environmental Permit is valid, subsisting and in good standing and to the
knowledge of Company neither the Company nor the Material Subsidiaries is in
default or breach of any Environmental Permit which would have a Material
Adverse Effect, and no proceeding is pending or, to the knowledge of the Company
or the Material Subsidiaries, threatened, to revoke or limit any Environmental
Permit; </P>
<P align=justify style="text-indent:15%">(iii)&nbsp;&nbsp;&nbsp;&nbsp;
neither the Company nor the Material Subsidiaries has used, except in compliance
with all Environmental Laws and Environmental Permits, and other than as may be
incidental to mineral resource exploration, development, mining, recovery,
processing or milling, any property or facility which it owns or leases or
previously owned or leased, to generate, manufacture, process, distribute, use,
treat, store, dispose of, transport or handle any Hazardous Substance; </P>
<P align=justify style="text-indent:15%">(iv)&nbsp;&nbsp;&nbsp;&nbsp;
neither the Company nor the Material Subsidiaries (including, if applicable, any
predecessor companies) has received any notice of, or been prosecuted for an
offence alleging, non-compliance with any Environmental Law that would have a
Material Adverse Effect, and neither the Company nor the Material Subsidiaries
(including, if applicable, any predecessor companies) has settled any allegation
of non-compliance that would have a Material Adverse Effect short of
prosecution. There are no orders or directions relating to environmental matters
requiring any material work, repairs, construction or capital expenditures to be
made with respect to any of the assets of the Company or the Material
Subsidiaries, nor has the Company or the Material Subsidiaries received notice
of any of the same; and </P>
<P align=center>-12- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_13></A>
<P align=justify style="text-indent:15%">(v)&nbsp;&nbsp;&nbsp;&nbsp;
neither the Company nor the Material Subsidiaries has received any notice
wherein it is alleged or stated that the Company or the Material Subsidiaries is
potentially responsible for a federal, provincial, state, municipal or local
clean-up site or corrective action under any Environmental Laws. Neither the
Company nor the Material Subsidiaries has received any request for information
in connection with any federal, state, municipal or local inquiries as to
disposal sites. </P>
<P align=justify style="text-indent:10%">(cc)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Disclosure Controls</U>. The Company and each of the Material Subsidiaries
maintain systems of internal accounting controls applicable under GAAP,
sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management&#146;s general or specific authorizations; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted only in
accordance with management&#146;s general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences. The Company&#146;s internal control over financial reporting is
effective and the Company is not aware of any material weaknesses in its
internal control over financial reporting (other than as set forth in the
Prospectus). Since the date of the latest audited financial statements of the
Company included or incorporated by reference in the Registration Statement and
the Prospectus, there has been no change in the Company&#146;s internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company&#146;s internal control over financial reporting
(other than as set forth in the Prospectus). The Company has established
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and
15d-15) for the Company and designed such disclosure controls and procedures to
ensure that material information relating to the Company and each of the
Material Subsidiaries is made known to the certifying officers by others within
those entities, particularly during the period in which the Company&#146;s Annual
Report on Form 10-K is being prepared or during the period in which financial
statements will be filed or furnished with the Commission on Form 10-Q. The
Company&#146;s certifying officers have evaluated the effectiveness of the Company&#146;s
controls and procedures as of a date within 90 days prior to the filing date of
the Form 10-K for the fiscal year most recently ended (such date, the
<B>&#147;</B><B><U>Evaluation Date</U></B>&#148;). The Company presented in its Form 10-K,
for the fiscal year most recently ended the conclusions of the certifying
officers about the effectiveness of the disclosure controls and procedures based
on their evaluations as of the Evaluation Date and the disclosure controls and
procedures are effective. Since the Evaluation Date, there have been no
significant changes in the Company&#146;s internal controls (as such term is defined
in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company&#146;s
knowledge, in other factors that could significantly affect the Company&#146;s
internal controls, except that the Company has limited the scope of its
disclosure controls and procedures and internal control over financial reporting
for its quarter ended September 30, 2016 to exclude controls, policies and
procedures of a business that the Company acquired not more than 365 days before
the last day of the period covered by the interim filing.</P>
<P align=justify style="text-indent:10%">(dd)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Certification of Disclosure</U>. There is and has been no failure on the part
of the Company or any of the Company&#146;s directors or officers, in their
capacities as such, to comply in all material respects with any applicable
provisions of the Sarbanes-Oxley Act, National Instrument 52-109
<I>Certification of Disclosure in Issuers&#146; Annual and Interim Filings</I>
(&#147;<B><U>NI 52-109</U></B>&#148;) and the rules and regulations promulgated
thereunder. Each of the principal executive officer and the principal financial
officer of the Company (or each former principal executive officer of the
Company and each former principal financial officer of the Company as
applicable) and each certifying officer of the Company (or each former
certifying officer of the Company and each former certifying officer of the
Company as applicable) has made all certifications required by Sections 302 and
906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms,
statements and other documents required to be filed by it or furnished by it to
the Commission and as required to be made and filed by NI 52-109. For purposes
of the preceding sentence, &#147;principal executive officer&#148; and &#147;principal
financial officer&#148; shall have the meanings given to such terms in the Sarbanes-Oxley Act and
&#147;certifying officer&#148; shall have the meanings given to such term in NI 52-109. </P>
<P align=center>-13- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_14></A>

<P align=justify style="text-indent:10%">(ee)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Mining Rights</U>. The White Mesa Mill, Henry Mountains Complex, Roca Honda
Project, Canyon Mine Project, Daneros Project, Sheep Mountain Project, La Sal
Project, Nichols Ranch Project and Alta Mesa ISR Project, as described in the
Registration Statement and the Prospectus (collectively, the &#147;<B><U>Material
Properties</U></B>&#148;) are the only resource properties currently material to the
Company in which the Company or the Material Subsidiaries have an interest; the
Company or through the Material Subsidiaries, hold either freehold title, mining
leases, mining concessions, mining claims, exploration permits, prospecting
permits or participant interests or other conventional property or proprietary
interests or rights, recognized in the jurisdiction in which the Material
Properties are located, in respect of the ore bodies and minerals located on the
Material Properties in which the Company (through the applicable Subsidiary) has
an interest under valid, subsisting and enforceable title documents or other
recognized and enforceable agreements or instruments, sufficient to permit the
Company (through the applicable Subsidiary) to explore for and exploit the
minerals relating thereto; all leases or claims and permits relating to the
Material Properties in which the Company (through the applicable Subsidiary) has
an interest or right have been validly located and recorded in accordance with
all applicable laws and are valid and subsisting; except as disclosed in the
Registration Statement and the Prospectus, the Company (through the applicable
Subsidiary) has all necessary surface rights, access rights and other necessary
rights and interests relating to the Material Property in which the Company
(through the applicable Subsidiary) have an interest granting the Company
(through the applicable Subsidiary) the right and ability to explore for and
exploit minerals, ore and metals for development and production purposes as are
appropriate in view of the rights and interest therein of the Company or the
applicable Subsidiary, with only such exceptions as do not materially interfere
with the current use made by the Company or the applicable Subsidiary of the
rights or interest so held, and each of the proprietary interests or rights and
each of the documents, agreements and instruments and obligations relating
thereto referred to above is currently in good standing in all respects in the
name of the Company or the applicable Subsidiary; except as disclosed in the
Prospectus, the Company and the Material Subsidiaries do not have any
responsibility or obligation to pay any commission, royalty, license, fee or
similar payment to any person with respect to the property rights thereof,
except where such fee or payment would not have a Material Adverse Effect,
either individually or in the aggregate; </P>
<P align=justify style="text-indent:15%">(i)&nbsp;&nbsp;&nbsp;&nbsp; the
Company or the applicable Subsidiary holds direct interests in the Material
Properties, as described in the Registration Statement and the Prospectus (the
&#147;<B><U>Project Rights</U></B>&#148;), under valid, subsisting and enforceable
agreements or instruments, to the knowledge of the Company and all such
agreements and instruments in connection with the Project Rights are valid and
subsisting and enforceable in accordance with their terms; </P>
<P align=justify style="text-indent:15%">(ii)&nbsp;&nbsp;&nbsp;&nbsp; the
Company and the Material Subsidiaries have identified all the material permits,
certificates, and approvals (collectively, the &#147;<B><U>Permits</U></B>&#148;) which
are or will be required for the exploration, development and eventual or actual
operation of the Material Properties, which Permits include but are not limited
to environmental assessment certificates, water licenses, land tenures, rezoning
or zoning variances and other necessary local, provincial, state and federal
approvals; and, except as disclosed in the Registration Statement and the
Prospectus, the appropriate Permits have either been received, applied for, or
the processes to obtain such Permits have been or will in due course be
initiated by the Company or the applicable Subsidiaries; and, except as
disclosed in the Registration Statement and the Prospectus, neither the Company
nor the applicable Subsidiaries know of any issue or reason why the Permits
should not be approved and obtained in the ordinary course; </P>
<P align=justify style="text-indent:15%">(iii)&nbsp;&nbsp;&nbsp;&nbsp; all
assessments or other work required to be performed in relation to the material
mining claims and the mining rights of the Company and the applicable Subsidiary
in order to maintain their respective interests therein, if any, have been
performed to date and, except as disclosed in the Registration Statement and Prospectus, the Company and the
applicable Subsidiary have complied in all material respects with all applicable
governmental laws, regulations and policies in this regard as well as with
regard to legal, contractual obligations to third parties in this regard except
in respect of mining claims and mining rights that the Company and the
applicable Subsidiary intend to abandon or relinquish and except for any
non-compliance which would not either individually or in the aggregate have a
Material Adverse Effect; all such mining claims and mining rights are in good
standing in all respects as of the date of this Agreement; </P>
<P align=center>-14- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_15></A>

<P align=justify style="text-indent:15%">(iv)&nbsp;&nbsp;&nbsp;&nbsp;
except as disclosed in the Registration Statement and the Prospectus, all mining
operations on the properties of the Company and the Material Subsidiaries
(including, without limitation, the Material Properties) have been conducted in
all respects in accordance with good mining and engineering practices and all
applicable workers&#146; compensation and health and safety and workplace laws,
regulations and policies have been duly complied with; </P>
<P align=justify style="text-indent:15%">(v)&nbsp;&nbsp;&nbsp;&nbsp;
except as disclosed in the Registration Statement and the Prospectus, there are
no environmental audits, evaluations, assessments, studies or tests relating to
the Company or the Material Subsidiaries except for ongoing assessments
conducted by or on behalf of the Company and the Material Subsidiaries in the
ordinary course; </P>
<P align=justify style="text-indent:15%">(vi)&nbsp;&nbsp;&nbsp; &nbsp;the
Company made available to the respective authors thereof prior to the issuance
of all of the applicable technical reports relating to the Material Properties
(the &#147;<B><U>Reports</U></B>&#148;), for the purpose of preparing the Reports, as
applicable, all information requested, and no such information contained any
material misrepresentation as at the relevant time the relevant information was
made available; </P>
<P align=justify style="text-indent:15%">(vii)&nbsp;&nbsp;&nbsp; &nbsp;the
Reports complied in all material respects with the requirements of NI 43-101 as
at the date of each such Report; and </P>
<P align=justify style="text-indent:15%">(viii)&nbsp;&nbsp; &nbsp;the
title reports listed on Exhibit 6(ee) attached hereto (the
&#147;<B><U>Title</U></B><B> </B><B><U>Opinions</U></B>&#148;) are to the knowledge of the
Company, correct and complete in all material respects on the date hereof,
except as in respect of concessions which are (i) not material, or (ii) were
permitted to expire or were sold in the ordinary course of business, as
described in the Registration Statement or Prospectus. </P>
<P align=justify style="text-indent:10%">(ff)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Finder&#146;s Fees</U>. Neither the Company nor any of the Material Subsidiaries
has incurred any liability for any finder&#146;s fees, brokerage commissions or
similar payments in connection with the transactions herein contemplated, except
as may otherwise exist with respect to Agent pursuant to this Agreement. </P>
<P align=justify style="text-indent:10%">(gg)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Labor Disputes</U>. No labor disturbance by or dispute with employees of the
Company or any of the Material Subsidiaries exists or, to the knowledge of the
Company, is threatened that could reasonably be expected to have resulted in a
Material Adverse Effect. </P>
<P align=justify style="text-indent:10%">(hh)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Local Disputes</U>. Except as disclosed in the Registration Statement and the
Prospectus, no dispute between the Company and any local, native or indigenous
group exists, or to the Company&#146;s knowledge, is threatened or imminent with
respect to any of the Company&#146;s properties or exploration activities that could
reasonably be expected to have a Material Adverse Effect. </P>
<P align=justify style="text-indent:10%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Investment Company Act</U>. Neither the Company nor any of the Material
Subsidiaries is or, after giving effect to the offering and sale of the
Placement Shares and the application of the proceeds thereof as described in the
Registration Statement and the Prospectus, will be an &#147;investment company&#148; or an
entity &#147;controlled&#148; by an &#147;investment company,&#148; as such terms are defined in the
Investment Company Act of 1940, as amended (the &#147;<B><U>Investment Company
Act</U></B>&#148;). </P>
<P align=center>-15- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_16></A>
<P align=justify style="text-indent:10%">(jj)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Operations</U>. The operations of the Company and the Material Subsidiaries
are and have been conducted at all times in compliance with applicable financial
record keeping and reporting requirements of the<I> Proceeds of Crime (Money
Laundering) and Terrorist Financing Act</I> (Canada), the <I>Corruption of
Foreign Public Officials Act</I> (Canada) and applicable rules and regulations
thereunder, and the money laundering statutes of all applicable jurisdictions,
the rules and regulations thereunder and any related or similar applicable
rules, regulations or guidelines, issued, administered or enforced by any
governmental agency (collectively, the &#147;<B><U>Money Laundering Laws</U></B>&#148;);
and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of the Material
Subsidiaries with respect to the Money Laundering Laws is pending or, to the
knowledge of the Company, threatened. </P>
<P align=justify style="text-indent:10%">(kk)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Off-Balance Sheet Arrangements</U>. There are no transactions, arrangements
and other relationships between and/or among the Company, and/or, to the
knowledge of the Company, any of its affiliates and any unconsolidated entity,
including, but not limited to, any structural finance, special purpose or
limited purpose entity (each, an &#147;<B><U>Off Balance Sheet Transaction</U></B>&#148;)
that could reasonably be expected to affect materially the Company&#146;s liquidity
or the availability of or requirements for its capital resources. </P>
<P align=justify style="text-indent:10%">(ll)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Underwriter Agreements</U>. The Company is not a party to any agreement with
an agent or underwriter for any other &#147;at-the-market&#148; or continuous equity or
debt transaction. </P>
<P align=justify style="text-indent:10%">(mm)&nbsp;&nbsp;&nbsp;&nbsp;
<U>ERISA</U>. To the knowledge of the Company, each material employee benefit
plan, within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (&#147;<B><U>ERISA</U></B>&#148;), that is maintained,
administered or contributed to by the Company or any of its affiliates for
employees or former employees of the Company and any of the Material
Subsidiaries has been maintained in material compliance with its terms and the
requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Internal Revenue Code of 1986, as
amended (the &#147;<B><U>Code</U></B>&#148;); no prohibited transaction, within the
meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which
would result in a material liability to the Company with respect to any such
plan excluding transactions effected pursuant to a statutory or administrative
exemption; and for each such plan that is subject to the funding rules of
Section 412 of the Code or Section 302 of ERISA, no &#147;accumulated funding
deficiency&#148; as defined in Section 412 of the Code has been incurred, whether or
not waived, and the fair market value of the assets of each such plan (excluding
for these purposes accrued but unpaid contributions) exceeds the present value
of all benefits accrued under such plan determined using reasonable actuarial
assumptions. </P>
<P align=justify style="text-indent:10%">(nn)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Forward Looking Statements</U>. No forward-looking statement (within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) (collectively a &#147;<B><U>Forward Looking Statement</U></B>&#148;) contained or
incorporated by reference in the Registration Statement and the Prospectus has
been made or reaffirmed without a reasonable basis or has been disclosed other
than in good faith. </P>
<P align=justify style="text-indent:10%">(oo)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Agent Purchases</U>. The Company acknowledges and agrees that Agent has
informed the Company that the Agent may, to the extent permitted under the
Securities Act, Exchange Act and FINRA, purchase and sell Common Shares for its
own account while this Agreement is in effect, provided, that (i) no such
purchase or sales shall take place while a Placement Notice is in effect (except
to the extent each Agent may engage in sales of Placement Shares purchased or
deemed purchased from the Company as a &#147;riskless principal&#148; or in a similar
capacity) and (ii) the Company shall not be deemed to have authorized or
consented to any such purchases or sales by the Agent. </P>
<P align=justify style="text-indent:10%">(pp)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Margin Rules</U>. Neither the issuance, sale and delivery of the Placement
Shares nor the application of the proceeds thereof by the Company as described
in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board
of Governors of the Federal Reserve System or any other regulation of such Board
of Governors. </P>
<P align=center>-16- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_17></A>

<P align=justify style="text-indent:10%">(qq)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Insurance</U>. The Company and each of the Material Subsidiaries carry, or
are covered by, insurance in such amounts and covering such risks as the Company
and each of the Material Subsidiaries reasonably believe are adequate for the
conduct of their properties and as is customary for companies engaged in similar
businesses in similar industries. </P>
<P align=justify style="text-indent:10%">(rr)&nbsp;&nbsp;&nbsp;&nbsp;
<U>No Improper Practices</U>. (i) Neither the Company nor, to the Company&#146;s
knowledge, the Material Subsidiaries, nor to the Company&#146;s knowledge, any of
their respective executive officers has, in the past five years, made any
unlawful contributions to any candidate for any political office (or failed
fully to disclose any contribution in violation of law) or made any contribution
or other payment to any official of, or candidate for, any federal, state,
provincial, municipal, or foreign office or other person charged with similar
public or quasi-public duty in violation of any law or of the character required
to be disclosed in the Registration Statement and the Prospectus; (ii) no
relationship, direct or indirect, exists between or among the Company or, to the
Company&#146;s knowledge, any Material Subsidiary or any affiliate of any of them, on
the one hand, and the directors, officers and shareholders of the Company or, to
the Company&#146;s knowledge, any Material Subsidiary, on the other hand, that is
required by the Securities Act to be described in the Registration Statement and
the Prospectus that is not so described; (iii) no relationship, direct or
indirect, exists between or among the Company or any Material Subsidiary or any
affiliate of them, on the one hand, and the directors, officers, or shareholders
of the Company or, to the Company&#146;s knowledge, any Material Subsidiary, on the
other hand, that is required by the rules of FINRA (or Canadian equivalent
thereof) to be described in the Registration Statement and the Prospectus that
is not so described; (iv) except as described in the Prospectus, there are no
material outstanding loans or advances or material guarantees of indebtedness by
the Company or, to the Company&#146;s knowledge, any Material Subsidiary to or for
the benefit of any of their respective officers or directors or any of the
members of the families of any of them; and (v) the Company has not offered, or
caused any placement agent to offer, Common Shares to any person with the intent
to influence unlawfully (A) a customer or supplier of the Company or any
Material Subsidiary to alter the customer&#146;s or supplier&#146;s level or type of
business with the Company or any Material Subsidiary or (B) a trade journalist
or publication to write or publish favorable information about the Company or
any Material Subsidiary or any of their respective products or services, and,
(vi) neither the Company nor any Material Subsidiary nor, to the Company&#146;s
knowledge, any employee or agent of the Company or any Material Subsidiary has
made any payment of funds of the Company or any Material Subsidiary or received
or retained any funds in violation of any law, rule or regulation (including,
without limitation, the Foreign Corrupt Practices Act of 1977 and the
<I>Corruption of Foreign Public Officials Act</I> (Canada)), which payment,
receipt or retention of funds is of a character required to be disclosed in the
Registration Statement or the Prospectus. </P>
<P align=justify style="text-indent:10%">(ss)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Status Under the Securities Act</U>. The Company was not and is not an
&#147;ineligible issuer&#148; as defined in Rule 405 under the Securities Act at the times
specified in Rules 164 and 433 under the Securities Act in connection with the
offering of the Placement Shares. </P>
<P align=justify style="text-indent:10%">(tt)&nbsp;&nbsp;&nbsp;&nbsp;
<U>No Misstatement or Omission in an Issuer Free Writing Prospectus</U>. Each
Issuer Free Writing Prospectus, as of its issue date and as of each Applicable
Time, did not, does not and will not include any information that conflicted,
conflicts or will conflict with the information contained in the Registration
Statement or either of the Prospectus, including any incorporated document
deemed to be a part thereof that has not been superseded or modified. The
foregoing sentence does not apply to statements in or omissions from any Issuer
Free Writing Prospectus based upon and in conformity with written information
furnished to the Company by the Agent specifically for use therein. </P>
<P align=center>-17- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_18></A>
<P align=justify style="text-indent:10%">(uu)&nbsp;&nbsp;&nbsp;&nbsp;
<U>No Conflicts</U>. Neither the execution of this Agreement, nor the issuance,
offering or sale of the Placement Shares, nor the consummation of any of the
transactions contemplated herein and therein, nor the compliance by the Company
with the terms and provisions hereof and thereof will conflict with, or will
result in a breach of, any of the terms and provisions of, or has constituted or
will constitute a default under, or has resulted in or will result in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company pursuant to the terms of any contract or other agreement
to which the Company may be bound or to which any of the property or assets of
the Company is subject, except (i) such conflicts, breaches or defaults as may
have been waived, and (ii) such conflicts, breaches and defaults that could not
reasonably be expected to have a Material Adverse Effect; nor will such action
result (x) in any violation of the provisions of the organizational or governing
documents of the Company, or (y) in any violation of the provisions of any
statute or any order, rule or regulation applicable to the Company or of any
court or of any federal, state, provincial or other regulatory authority or
other government body having jurisdiction over the Company, except such
violations that could not reasonably be expected to have a Material Adverse
Effect, either individually or in the aggregate. </P>
<P align=justify style="text-indent:10%">(vv)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Sanctions</U>. (i) The Company represents that, neither the Company nor any
of the Material Subsidiaries (collectively, the &#147;<B><U>Entity</U></B>&#148;) nor, to
the Company&#146;s knowledge, any director, officer, employee, agent, affiliate or
representative of the Entity, is a government, individual, or entity (in this
paragraph (vv), &#147;<B><U>Person</U></B>&#148;) that is, or is owned or controlled by a
Person that is: </P>
<P align=justify style="margin-left:5%;text-indent:10%;">(A)&nbsp;&nbsp;&nbsp;&nbsp; the subject of any sanctions
administered or enforced by the U.S. Department of Treasury&#146;s Office of Foreign
Assets Control, the United Nations Security Council, the European Union, Her
Majesty&#146;s Treasury, the Office of the Superintendent of Financial Institutions
(Canada), or pursuant to the <I>Special Economic Measures Act </I>(Canada) or
other relevant sanctions authority or relevant statute, rule, or regulation
(collectively, &#147;<B><U>Sanctions</U></B>&#148;), nor </P>
<P align=justify style="margin-left:5%;text-indent:10%;">(B)&nbsp;&nbsp;&nbsp;&nbsp; located, organized or resident in a
country or territory that is the subject of Sanctions (including, without
limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Russia, Sudan, Syria,
Ukraine and Zimbabwe). </P>
<P align=justify style="text-indent:10%"> (ii) The Entity represents and
covenants that it will not, directly or indirectly, use the proceeds of the
offering, or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other Person: </P>
<P align=justify style="margin-left:5%;text-indent:10%;">(A)&nbsp;&nbsp;&nbsp;&nbsp; to fund or facilitate any
activities or business of or with any Person or in any country or territory
that, at the time of such funding or facilitation, is the subject of Sanctions;
or </P>
<P align=justify style="margin-left:5%;text-indent:10%;">(B)&nbsp;&nbsp;&nbsp;&nbsp; in any other manner that will
result in a violation of Sanctions by any Person (including any Person
participating in the offering, whether as underwriter, advisor, investor or
otherwise). </P>
<P align=justify style="text-indent:10%"> (iii)&nbsp;&nbsp;&nbsp;&nbsp;
The Entity represents and covenants that, except as detailed in the Registration
Statement and the Prospectus, for the past 5 years, it has not knowingly engaged
in, is not now knowingly engaged in, and will not engage in, any dealings or
transactions with any Person, or in any country or territory, that at the time
of the dealing or transaction is or was the subject of Sanctions. </P>
<P align=justify style="text-indent:10%">(ww)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Stock Transfer Taxes</U>. On each Settlement Date, all stock transfer or
other taxes (other than income taxes) which are required to be paid in
connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have
been, fully paid or provided for by the Company and all laws imposing such taxes
will be or will have been fully complied with. </P>
<P align=center>-18- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_19></A>

<P align=justify style="text-indent:10%">(xx)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Compliance with Laws</U>. Except as disclosed in the Registration Statement
and the Prospectus, the Company has not been advised, and has no reason to
believe, that it and each of the Material Subsidiaries are not conducting
business in compliance with all applicable laws, rules and regulations of the
jurisdictions in which it is conducting business, except where failure to be so
in compliance would not result in a Material Adverse Effect. </P>
<P align=justify style="text-indent:10%">(yy)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Compliance with NI 43-101</U>. The Company is in compliance, in all material
respects, with the provisions of NI 43-101 <I>Standards of Disclosure for
Mineral Projects</I> (&#147;<B><U>NI 43-101</U></B>&#148;) and has filed all technical
reports required thereby and, at the time of filing, all such reports complied,
in all material respects, with the requirements of NI 43-101; all scientific and
technical information disclosed in the Registration Statement and Prospectus:
(i) is based upon information prepared, reviewed and/or verified by or under the
supervision of a &#147;qualified person&#148; (as such term is defined in NI 43-101), (ii)
has been prepared and disclosed in accordance with Canadian industry standards
set forth in NI 43-101, and (iii) was true, complete and accurate in all
material respects at the time of filing. </P>
<P align=justify style="text-indent:10%">(zz)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Filings</U>. Since January 1, 2015, the Company has filed all documents or
information required to be filed by it under Canadian securities laws, the
Securities Act, the Exchange Act, the Securities Act Regulations and the rules,
regulations and policies of the Exchanges, except where the failure to file such
documents or information will not have a Material Adverse Effect, either
individually or in the aggregate; all material change reports, annual
information forms, financial statements, management proxy circulars and other
documents filed by or on behalf of the Company with the Exchanges, the
Commission and the securities regulatory in the provinces of Canada other than
Quebec (together, the &#147;<B><U>Canadian Securities Regulators</U></B>&#148;), as of its
date, did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading and did not contain a misrepresentation (as defined under Canadian
securities laws) at the time at which it was filed; the Company has not filed
any confidential material change report or any document requesting confidential
treatment with any securities regulatory authority or regulator or any exchange
that at the date hereof remains confidential. </P>
<P align=justify style="text-indent:10%">(aaa)&nbsp;&nbsp;&nbsp;
<U>Exchange Registration</U>. The Common Shares are registered pursuant to
Section 12(b) of the Exchange Act and are accepted for trading on the NYSE under
the symbol &#147;UUUU&#148; and the TSX under the symbol &#147;EFR,&#148; and the Company has taken
no action designed to terminate the registration of the Common Shares under the
Exchange Act or delisting the Common Shares from either of the Exchanges, nor,
except as disclosed in the Registration Statement and the Prospectus, has the
Company received any notification that the Commission or either of the Exchanges
is contemplating terminating such registration or listing. Except as disclosed
in the Registration Statement and the Prospectus, the Company has complied in
all material respects with the applicable requirements of the Exchanges for
maintenance of inclusion of the Common Shares thereon. The Company has obtained
all necessary consents, approvals, authorizations or orders of, or filing,
notification or registration with, the Exchanges and the Commission, where
applicable, required for the listing and trading of the Placement Shares,
subject only to satisfying their standard listing and maintenance requirements.
The Company has no reason to believe that it will not in the foreseeable future
continue to be in compliance with all such listing and maintenance requirements
of each Exchange. </P>
<P align=justify style="text-indent:5%">Any certificate signed by an
officer of the Company and delivered to the Agent or to counsel for the Agent
pursuant to or in connection with this Agreement shall be deemed to be a
representation and warranty by the Company, as applicable, to the Agent as to
the matters set forth therein. </P>
<P align=center>-19- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_20></A>
<P align=justify style="text-indent:5%">7.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Covenants of the Company</U>. The Company covenants and agrees with Agent
that: </P>
<P align=justify style="text-indent:10%">(a)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Registration Statement Amendments</U>. After the date of this Agreement and
during any period in which a Prospectus relating to any Placement Shares is
required to be delivered by Agent under the Securities Act (including in
circumstances where such requirement may be satisfied pursuant to Rule 172 under
the Securities Act or similar rule), (i) the Company will notify the Agent
promptly of the time when any subsequent amendment to the Registration
Statement, other than documents incorporated by reference, has been filed with
the Commission and/or has become effective or any subsequent supplement to the
Prospectus has been filed and of any request by the Commission for any amendment
or supplement to the Registration Statement or the Prospectus, as applicable, or
for additional information, (ii) the Company will prepare and file with the
Commission, promptly upon the Agent&#146;s request, any amendments or supplements to
the Registration Statement or the Prospectus, as applicable, that, in the
Agent&#146;s reasonable opinion, may be necessary or advisable in connection with the
distribution of the Placement Shares by the Agent (provided, however, that the
failure of the Agent to make such request shall not relieve the Company of any
obligation or liability hereunder, or affect the Agent&#146;s right to rely on the
representations and warranties made by the Company in this Agreement, (iii) the
Company will not file any amendment or supplement to the Registration Statement
or the Prospectus relating to the Common Shares or a security convertible into
the Common Shares unless a copy thereof has been submitted to Agent within a
reasonable period of time before the filing and the Agent has not objected
thereto (provided, however, that the failure of the Agent to make such objection
shall not relieve the Company of any obligation or liability hereunder, or
affect the Agent&#146;s right to rely on the representations and warranties made by
the Company in this Agreement) and the Company will furnish to the Agent at the
time of filing thereof a copy of any document that upon filing is deemed to be
incorporated by reference into the Registration Statement or the Prospectus,
except for those documents available via EDGAR; and (iv) the Company will cause
each amendment or supplement to the Prospectus to be filed with the Commission
as required pursuant to the Securities Act, or, in the case of any document to
be incorporated therein by reference, to be filed with the Commission as
required pursuant to the Exchange Act, within the time period prescribed (the
determination to file or not file any amendment or supplement with the
Commission under this Section 7(a), based on the Company&#146;s reasonable opinion or
reasonable objections, shall be made exclusively by the Company). </P>
<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Notice of Stop Orders</U>. The Company will advise the Agent, promptly after
it receives notice or obtains knowledge thereof, of the issuance or threatened
issuance by the Commission, the Exchanges or IIROC of any stop order suspending
the effectiveness of the Registration Statement, of the suspension of the
qualification of the Placement Shares for offering or sale in any jurisdiction,
or of the initiation or threatening of any proceeding for any such purpose; and
it will promptly use its commercially reasonable efforts to prevent the issuance
of any stop order or to obtain its withdrawal if such a stop order should be
issued. The Company will advise the Agent promptly after it receives any request
by the Commission for any amendments to the Registration Statement or any
amendment or supplements to the Prospectus, or any Issuer Free Writing
Prospectus or for additional information related to the offering of the
Placement Shares or for additional information related to the Registration
Statement, the Prospectus or any Issuer Free Writing Prospectus. </P>
<P align=justify style="text-indent:10%">(c)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Delivery of Prospectus; Subsequent Changes</U>. During any period in which
the Prospectus relating to the Placement Shares is required to be delivered by
the Agent under the Securities Act with respect to the offer and sale of the
Placement Shares, (including in circumstances where such requirement may be
satisfied pursuant to Rule 172 under the Securities Act or similar rule), the
Company will comply with all requirements imposed upon it by the Securities Act,
as from time to time in force, and to file on or before their respective due
dates all reports and any definitive proxy or information statements required to
be filed by the Company with the Commission pursuant to Sections 13(a), 13(c),
14, 15(d) or any other provision of or under the Exchange Act. If the Company
has omitted any information from the Registration Statement pursuant to Rule
430B under the Securities Act, it will use its best efforts to comply with the
provisions of and make all requisite filings with the Commission pursuant to
said Rule 430B and to notify the Agent promptly of all such filings. If during
such period any event occurs as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances then existing, not misleading, or if during such period it is
necessary to amend or supplement the Registration Statement or Prospectus to
comply with the Securities Act, the Company will promptly notify the Agent to
suspend the offering of Placement Shares during such period and the Company will
promptly amend or supplement the Registration Statement or the Prospectus (at
the expense of the Company) so as to correct such statement or omission or
effect such compliance. </P>
<P align=center>-20- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_21></A>

<P align=justify style="text-indent:10%">(d)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Listing of Placement Shares</U>. During any period in which the Prospectus
relating to the Placement Shares is required to be delivered by the Agent under
the Securities Act with respect to the offer and sale of the Placement Shares,
the Company will use its reasonable best efforts to cause the Placement Shares
to be listed on each Exchange. </P>
<P align=justify style="text-indent:10%">(e)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Delivery of Registration Statement and Prospectus</U>. The Company will
furnish to the Agent and its counsel (at the expense of the Company) copies of
the Registration Statement and the Prospectus (including all documents
incorporated by reference therein) and all amendments and supplements to the
Registration Statement or the Prospectus that are filed with the Commission
during any period in which the Prospectus relating to the Placement Shares is
required to be delivered under the Securities Act (including all documents filed
with the Commission during such period that are deemed to be incorporated by
reference therein) as soon as reasonably practicable and in such quantities as
the Agent may from time to time reasonably request and, at the Agent&#146;s request,
will also furnish copies of the Prospectus to each exchange or market on which
sales of the Placement Shares may be made; provided, however, that the Company
shall not be required to furnish any document (other than the Prospectus) to the
Agent to the extent such document is available on EDGAR. </P>
<P align=justify style="text-indent:10%">(f)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Earning Statement</U>. The Company will make generally available to its
security holders as soon as practicable, but in any event not later than 15
months after the end of the Company&#146;s current fiscal quarter, an earning
statement covering a 12-month period that satisfies the provisions of Section
11(a) and Rule 158 of the Securities Act. </P>
<P align=justify style="text-indent:10%">(g)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Use of Proceeds</U>. The Company will use the Net Proceeds as described in
the Prospectus in the section entitled &#147;Use of Proceeds.&#148; </P>
<P align=justify style="text-indent:10%">(h)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Notice of Other Sales</U>. During the pendency of any Placement Notice given
hereunder, and for five Business Days following the termination of any Placement
Notice given hereunder, the Company shall provide Cantor with notice as promptly
as reasonably possible before it offers to sell, contracts to sell, grants any
option to sell or otherwise disposes of any Common Shares (other than Placement
Shares offered pursuant to the provisions of this Agreement) or securities
convertible into or exchangeable for Common Shares, warrants or any rights to
purchase or acquire Common Shares; provided, however, that such notice will not
be required in connection with the Company&#146;s issuance or sale of (i) Common
Shares, options to purchase Common Shares or Common Shares issuable upon the
exercise of options, pursuant to any employee or director stock option or
benefits plan, stock ownership plan or dividend reinvestment plan (but not
Common Shares subject to a waiver to exceed plan limits in its dividend
reinvestment plan) of the Company whether now in effect or hereafter
implemented, (ii) Common Shares issuable upon conversion of securities or the
exercise of warrants, options or other rights in effect or outstanding, and
disclosed in filings by the Company available on EDGAR or SEDAR or otherwise in
writing to Cantor and (iii) Common Shares or securities convertible into or
exchangeable for Common Shares as consideration for mergers, acquisitions, other
business combinations or strategic alliances occurring after
the date of this Agreement which are not issued for capital raising purposes.
</P>
<P align=center>-21- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_22></A>

<P align=justify style="text-indent:10%">(i)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Change of Circumstances</U>. The Company will, at any time during the
pendency of a Placement Notice advise the Agent promptly after it shall have
received notice or obtained knowledge thereof, of any information or fact that
would alter or affect in any material respect any opinion, certificate, letter
or other document required to be provided to the Agent pursuant to this
Agreement. </P>
<P align=justify style="text-indent:10%">(j)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Due Diligence Cooperation</U>. The Company will cooperate with any reasonable
due diligence review conducted by the Agent or its representatives in connection
with the transactions contemplated hereby, including, without limitation,
providing information and making available documents and senior corporate
officers, during regular business hours and at the Company&#146;s principal offices,
as the Agent may reasonably request. </P>
<P align=justify style="text-indent:10%">(k)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Required Filings Relating to Placement of Placement Shares</U>. The Company
agrees that on such dates as the Securities Act shall require, the Company will
(i) file a prospectus supplement with the Commission under the applicable
paragraph of Rule 424(b) under the Securities Act, which prospectus supplement
will set forth, within the relevant period, the amount of Placement Shares sold
through the Agent, the Net Proceeds to the Company and the compensation payable
by the Company to the Agent with respect to such Placement Shares, and (ii)
deliver such number of copies of each such prospectus supplement to each
exchange or market on which such sales were effected as may be required by the
rules or regulations of such exchange or market. </P>
<P align=justify style="text-indent:10%">(l)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Representation Dates; Certificate</U>. (1) Prior to the date of the first
Placement Notice and (2) each time the Company: </P>
<P style="MARGIN-LEFT: 5%" align=justify>(i) files the Prospectus relating to
the Placement Shares or amends or supplements (other than a prospectus
supplement relating solely to an offering of securities other than the Placement
Shares) the Registration Statement or the Prospectus relating to the Placement
Shares by means of a post-effective amendment, sticker, or supplement but not by
means of incorporation of documents by reference into the Registration Statement
or the Prospectus relating to the Placement Shares; </P>
<P style="MARGIN-LEFT: 5%" align=justify>(ii) files an annual report on Form
10-K under the Exchange Act (including any Form 10-K/A containing amended
financial information or a material amendment to the previously filed Form
10-K); </P>
<P style="MARGIN-LEFT: 5%" align=justify>(iii) files its quarterly report on
Form 10-Q under the Exchange Act; or </P>
<P style="MARGIN-LEFT: 5%" align=justify>(iv) files a current report on Form 8-K
or Form 10-Q/A containing amended financial information (other than information
&#147;furnished&#148; pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure
pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain
properties as discontinued operations in accordance with Statement of Financial
Accounting Standards No. 144) under the Exchange Act (each date of filing of one
or more of the documents referred to in clauses (i) through (iv) shall be a
&#147;<B><U>Representation Date</U></B>&#148;); </P>
<P align=justify>the Company shall furnish within five (5) Trading Days of each
Representation Date to the Agent (but in the case of clause (iv) above only if
the Agent reasonably determines that the information contained in such filing is
material) a certificate, in the form and substance satisfactory to the Agent and
its counsel, substantially similar to the form previously provided to the Agent
and its counsel, modified, as necessary, to relate to the Registration Statement
and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be
waived for any Representation Date occurring at a time a Suspension is in
effect, which waiver shall continue until the earlier to occur of the date the
Company delivers instructions for the sale of Placement Shares hereunder (which
for such calendar quarter shall be considered a Representation Date) and the
next occurring Representation Date. Notwithstanding the foregoing, if the
Company subsequently decides to sell Placement Shares following a Representation
Date when a Suspension was in effect and did not provide the Agent with a
certificate under this Section 7(l), then before the Company delivers the
instructions for the sale of Placement Shares or the Agent sells any Placement
Shares pursuant to such instructions, the Company shall provide the Agent with a
certificate in conformity with this Section 7(l) dated as of the date that the
instructions for the sale of Placement Shares are issued.</P>
<P align=center>-22- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_23></A>

<P align=justify style="text-indent:10%">(m)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Legal Opinion</U>. (1) Prior to the date of the first Placement Notice and
(2) within five (5) Trading Days of each Representation Date with respect to
which the Company is obligated to deliver a certificate pursuant to Section 7(l)
for which no waiver is applicable and excluding the date of this Agreement, the
Company shall cause to be furnished to the Agent a written opinion of each of
Dorsey &amp; Whitney LLP (&#147;<B><U>U.S. Company Counsel</U></B>&#148;) and Borden
Ladner Gervais LLP (&#147;<B><U>Canadian Company</U></B><B>
</B><B><U>Counsel</U></B>&#148;), or other counsel(s) satisfactory to the Agent, in
form and substance satisfactory to Agent and its counsel, substantially similar
to the form previously provided to the Agent and its counsel, modified, as
necessary, to relate to the Registration Statement and the Prospectus, as
applicable, as then amended or supplemented; provided, however, that the Company
shall be required to furnish to Agent no more than one opinion hereunder per
calendar quarter; provided, further, that in lieu of such opinions for
subsequent periodic filings under the Exchange Act, counsel may furnish the
Agent with a letter (a &#147;<B><U>Reliance</U></B><B> </B><B><U>Letter</U></B>&#148;) to
the effect that the Agent may rely on a prior opinion delivered under this
Section 7(m) to the same extent as if it were dated the date of such letter
(except that statements in such prior opinion shall be deemed to relate to the
Registration Statement and the Prospectus, as applicable, as amended or
supplemented as of the date of the Reliance Letter). </P>
<P align=justify style="text-indent:10%">(n)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Comfort Letter</U>. (1) Prior to the date of the first Placement Notice and
(2) within five (5) Trading Days of each Representation Date with respect to
which the Company is obligated to deliver a certificate pursuant to Section 7(l)
for which no waiver is applicable and excluding the date of this Agreement, the
Company shall cause its independent registered public accounting firm to furnish
the Agent letters (the &#147;<B><U>Comfort Letters</U></B>&#148;), dated the date the
Comfort Letter is delivered having a cut-off date of not more than two (2)
Trading Days prior to such date, which shall meet the requirements set forth in
this Section 7(n); provided, that if requested by the Agent, the Company shall
cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days
of the date of occurrence of any material transaction or event, including the
restatement of the Company&#146;s financial statements. The Comfort Letter from the
Company&#146;s independent registered public accounting firm shall be in a form and
substance satisfactory to the Agent, (i) confirming that they are an independent
registered public accounting firm within the meaning of the Securities Act and
the Public Company Accounting Oversight Board (United States) and are an
independent auditor as required by Canadian securities laws, (ii) stating, as of
such date, the conclusions and findings of such firm with respect to the
financial information and other matters ordinarily covered by accountants&#146;
&#147;comfort letters&#148; to underwriters in connection with registered public offerings
(the first such letter, the &#147;<B><U>Initial Comfort Letter</U></B>&#148;) and (iii)
updating the Initial Comfort Letter with any information that would have been
included in the Initial Comfort Letter had it been given on such date and
modified as necessary to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter.</P>
<P align=justify style="text-indent:10%">(o)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Market Activities</U>. The Company will not, directly or indirectly, (i) take
any action designed to cause or result in, or that constitutes or might
reasonably be expected to constitute, the stabilization, maintenance or
manipulation of the price of any security of the Company to facilitate the sale
or resale of Common Shares or (ii) sell, bid for, or purchase Common Shares in
violation of Regulation M, or pay anyone any compensation for soliciting
purchases of the Placement Shares other than the Agent. </P>
<P align=center>-23- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_24></A>

<P align=justify style="text-indent:10%">(p)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Investment Company Act</U>. The Company will conduct its affairs in such a
manner so as to reasonably ensure that neither it nor any of the Material
Subsidiaries will be or become, at any time prior to the termination of this
Agreement, required to register as an &#147;investment company,&#148; as such term is
defined in the Investment Company Act. </P>
<P align=justify style="text-indent:10%">(q)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Offer to Sell</U>. Other than an Issuer Free Writing Prospectus approved in
advance by the Company and the Agent in its capacity as agent hereunder, neither
the Agent nor the Company (including its agents and representatives, other than
the Agent in its capacity as such) will make, use, prepare, authorize, approve
or refer to any written communication (as defined in Rule 405 under the
Securities Act), required to be filed with the Commission, that constitutes an
offer to sell or solicitation of an offer to buy Placement Shares hereunder.
</P>
<P align=justify style="text-indent:10%">(r)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Blue Sky and Other Qualifications</U><I>. </I>At any time that the Company
does not have a class of securities listed on a United States National
Securities Exchange, the Company will use its commercially reasonable efforts,
in cooperation with the Agent, to qualify the Placement Shares for offering and
sale, or to obtain an exemption for the Placement Shares to be offered and sold,
under the applicable securities laws of such states and other jurisdictions
(domestic or foreign) as the Agent may designate and to maintain such
qualifications and exemptions in effect for so long as required for the
distribution of the Placement Shares (but in no event for less than one year
from the date of this Agreement); provided, however, that the Company shall not
be obligated to file a prospectus, registration statement or similar disclosure
document with any regulatory authority or any general consent to service of
process or to qualify as a foreign corporation or as a dealer in securities in
any jurisdiction in which it is not so qualified or to subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject. In each jurisdiction in which the Placement Shares have
been so qualified or exempt, the Company will file such statements and reports
as may be required by the laws of such jurisdiction to continue such
qualification or exemption, as the case may be, in effect for so long as
required for the distribution of the Placement Shares (but in no event for less
than one year from the date of this Agreement). </P>
<P align=justify style="text-indent:10%">(s)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Disclosure Controls and Procedures and Internal Control Over Financial</U>
<U>Reporting</U>. The Company and the Material Subsidiaries will maintain and
keep accurate books and records reflecting their assets and maintain internal
accounting controls and procedures in a manner designed 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 and including those policies and procedures that
(i) pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
Company, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit the preparation of the Company&#146;s consolidated financial
statements in accordance with GAAP as may then be applicable, (iii) that
receipts and expenditures of the Company are being made only in accordance with
management&#146;s and the Company&#146;s directors&#146; authorization, and (iv) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company&#146;s assets that could have a
material effect on its financial statements. Except as otherwise described in
the Company&#146;s reports filed with the Commission and the Canadian Securities
Regulators in order to exclude controls, policies and procedures of a business
that the Company acquired not more than 365 days before the last day of the
period covered by a filing, the Company and the Material Subsidiaries will
maintain such controls and other procedures, including, without limitation,
those required by Sections 302 and 906 of the Sarbanes-Oxley Act and NI 52-109,
and the applicable regulations thereunder that are designed to ensure that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act or Canadian securities laws is recorded,
processed, summarized and reported, within the time periods specified in the Commission&#146;s or
Canadian Securities Regulators&#146; rules and forms, including, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act or Canadian securities laws is accumulated and communicated to the
Company&#146;s management, including its principal executive officer and principal
financial officer, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure and to ensure that material
information relating to the Company or the Material Subsidiaries is made known
to them by others within those entities, particularly during the period in which
such periodic reports are being prepared. </P>
<P align=center>-24- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_25></A>

<P align=justify style="text-indent:10%">(t)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Secretary&#146;s Certificate; Further Documentation</U>. Prior to the date of the
first Placement Notice, the Company shall deliver to the Agent a certificate of
the Secretary of the Company and attested to by an executive officer of the
Company, dated as of such date, certifying as to (i) the Articles of Continuance
of the Company, (ii) the Bylaws of the Company, (iii) the resolutions of the
Board of Directors of the Company authorizing the execution, delivery and
performance of this Agreement and the issuance of the Placement Shares and (iv)
the incumbency of the officers duly authorized to execute this Agreement and the
other documents contemplated by this Agreement. Within five (5) Trading Days of
each Representation Date, the Company shall have furnished to the Agent such
further information, certificates and documents as the Agent may reasonably
request. </P>
<P align=justify style="text-indent:10%">(u)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Securities Act, and Exchange Act</U>. The Company will use its commercially
reasonable efforts to comply in all material respects with all requirements
imposed upon it by the Securities Act, the Exchange Act and the rules of the
Exchanges as from time to time in force, so far as necessary to permit the
continuance of sales of, or dealings in, the Placement Shares as contemplated by
the provisions hereof and the Prospectus. </P>
<P align=justify style="text-indent:10%">(v)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Reports, etc.</U> The Company will use its commercially reasonable efforts to
(i) file promptly all reports required to be filed by the Company with the
Commission; (ii) advise the Agent, promptly after it receives notices thereof,
(x) of any request by the Commission to amend or supplement the Registration
Statement, the Base Prospectus, the Prospectus Supplement or the Issuer Free
Writing Prospectus, if any, or for additional information with respect thereto
or (y) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of the Prospectus, or the
institution or threatening of any proceeding for any such purpose. </P>
<P align=justify style="text-indent:5%">8.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Payment of Expenses</U>. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation and filing of the Registration Statement, including any fees
required by the Commission or the Canadian Securities Regulators, and the
printing or electronic delivery of the Registration Statement, any Preliminary
Prospectus and the Prospectus as originally filed and of each amendment and
supplement thereto, in such number as the Agent shall deem necessary, (ii) the
printing and delivery to the Agent of this Agreement and such other documents as
may be required in connection with the offering, purchase, sale, issuance or
delivery of the Placement Shares, (iii) the preparation, issuance and delivery
of the certificates, if any, for the Placement Shares to the Agent, including
any stock or other transfer taxes and any capital duties, stamp duties or other
duties or taxes payable upon the sale, issuance or delivery of the Placement
Shares to the Agent, (iv) the fees and disbursements of the counsel, accountants
and other advisors to the Company, (v) the reasonable fees and disbursements of
the counsel to the Agent, payable upon the execution of this Agreement, in an
amount not to exceed US$50,000; (vi) the qualification or exemption of the
Placement Shares under state laws in accordance with the provisions of Section
7(r) hereof, including filing fees, but excluding fees of the Agent&#146;s counsel,
(vii) the printing and delivery to the Agent of copies of any Permitted Issuer
Free Writing Prospectus and the Prospectus and any amendments or supplements
thereto in such number as the Agent shall deem necessary, (viii) the
preparation, printing and delivery to the Agent of copies of the blue sky
survey, (ix) the fees and expenses of the transfer agent and registrar for the
Common Shares, (x) the filing and other fees incident to any review by FINRA of
the terms of the sale of the Placement Shares including the fees of the Agent&#146;s
counsel (subject to the cap set forth in clause (v) above), and (xi) the fees
and expenses incurred in connection with the listing of the Placement Shares on
each Exchange. </P>
<P align=center>-25- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_26></A>

<P align=justify style="text-indent:5%">9.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Conditions to Agent&#146;s Obligations</U>. The obligations of the Agent hereunder
with respect to a Placement will be subject to the continuing accuracy and
completeness of the representations and warranties made by the Company herein,
to the due performance by the Company of its obligations hereunder, to the
completion by the Agent of a due diligence review satisfactory to it in its
reasonable judgment, and to the continuing satisfaction (or waiver by the Agent
in its sole discretion) of the following additional conditions: </P>
<P align=justify style="text-indent:10%">(a)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Registration Statement Effective</U>. The Registration Statement shall have
become effective and shall be available for the (i) resale of all Placement
Shares issued to the Agent and not yet sold by the Agent and (ii) sale of all
Placement Shares contemplated to be issued by any Placement Notice. </P>
<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Material Notices</U>. None of the following events shall have occurred and be
continuing: (i) receipt by the Company of any request for additional information
from the Commission, the Canadian Securities Regulators or any other federal,
state or provincial Governmental Authority during the period of effectiveness of
the Registration Statement, the response to which would require any
post-effective amendments or supplements to the Registration Statement or the
Prospectus; (ii) the issuance by the Commission or any other federal, state or
provincial Governmental Authority of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose; (iii) receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Placement Shares for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose; or (iv) the occurrence of any event that
makes any material statement made in the Registration Statement or the
Prospectus or any material document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making
of any changes in the Registration Statement, the Prospectus or documents so
that, in the case of the Registration Statement, it will not contain any
materially untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading and, that in the case of the Prospectus, it will not contain any
materially untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
</P>
<P align=justify style="text-indent:10%">(c)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Misstatement or Material Omission</U>. The Agent shall not have been advised by
the Company or the Agent&#146;s counsel that the Registration Statement or the
Prospectus, or any amendment or supplement thereto, contains an untrue statement
of fact that in the Agent&#146;s reasonable opinion is material, or omits to state a
fact that in the Agent&#146;s reasonable opinion is material and is required to be
stated therein or is necessary to make the statements therein not misleading.
</P>
<P align=justify style="text-indent:10%">(d)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Material Changes</U>. Except as contemplated in the Prospectus, or disclosed
in the Company&#146;s reports filed with the Commission and the Canadian Securities
Regulators, there shall not have been any Material Adverse Effect or any
development that could reasonably be expected to cause a Material Adverse
Effect, or a downgrading in or withdrawal of any rating assigned to any of the
Company&#146;s securities (other than asset backed securities) by any rating
organization or a public announcement by any rating organization that it has
under surveillance or review its rating of any of the Company&#146;s securities
(other than asset backed securities), the effect of which, in the case of any
such action by a rating organization described above, in the reasonable judgment
of the Agent (without relieving the Company of any obligation or liability it
may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of
the Placement Shares on the terms and in the manner contemplated in the
Prospectus. </P>
<P align=center>-26- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_27></A>

<P align=justify style="text-indent:10%">(e)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Legal Opinions</U>. The Agent shall have received the opinions of each of
U.S. Company Counsel and Canadian Company Counsel required to be delivered
pursuant to Section 7(m) on or before the date on which such delivery of such
opinion is required pursuant to Section 7(m). </P>
<P align=justify style="text-indent:10%">(f)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Comfort Letters</U>. The Agent shall have received the Comfort Letters
required to be delivered pursuant to Section 7(n) on or before the date on which
such delivery of such Comfort Letters are required pursuant to Section 7(n).
</P>
<P align=justify style="text-indent:10%">(g)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Representation Certificate</U>. The Agent shall have received the certificate
required to be delivered pursuant to Section 7(l) on or before the date on which
delivery of such certificate is required pursuant to Section 7(l). </P>
<P align=justify style="text-indent:10%">(h)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Suspension</U>. Trading in the Common Shares shall not have been suspended on
either Exchange and the Common Shares shall not have been delisted from either
Exchange. </P>
<P align=justify style="text-indent:10%">(i)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Other Materials</U>. On each date on which the Company is required to deliver
a certificate pursuant to Section 7(l), the Company shall have furnished to the
Agent such appropriate further information, opinions, certificates, letters and
other documents as the Agent may reasonably request. All such opinions,
certificates, letters and other documents will be in compliance with the
provisions hereof. </P>
<P align=justify style="text-indent:10%">(j)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Securities Act Filings Made</U>. All filings with the Commission required by
Rule 424 under the Securities Act have been filed prior to the issuance of any
Placement Notice hereunder shall have been made within the applicable time
period prescribed for such filing. </P>
<P align=justify style="text-indent:10%">(k)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Approval for Listing</U>. The Placement Shares shall either have been (i)
approved for listing on each Exchange, subject only to notice of issuance, or
(ii) the Company shall have filed an application for listing of the Placement
Shares on each Exchange at, or prior to, the issuance of any Placement Notice
and each Exchange shall have reviewed such application and not provided any
objections thereto. </P>
<P align=justify style="text-indent:10%">(l)&nbsp;&nbsp;&nbsp;&nbsp;
<U>FINRA</U>. If applicable, FINRA shall not have raised any objection to the
terms of this offering and the amount of compensation allowable or payable to
the Agent as described in the Prospectus.</P>
<P align=justify style="text-indent:10%">(m)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Termination Event</U>. There shall not have occurred any event that would permit
the Agent to terminate this Agreement pursuant to Section 12(a). </P>
<P align=justify style="text-indent:10%">(n)&nbsp;&nbsp;&nbsp;&nbsp; <U>No
Governmental Objections</U>. No U.S., Canadian, or other Governmental Authority
shall have issued any opinion, guidance, objection, or advice that can be
construed as limiting or restricting in any way the ability of the Agent to
carry out the transactions contemplated hereunder. </P>
<P align=justify style="text-indent:5%">10.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Indemnification and Contribution</U>. </P>
<P align=justify style="text-indent:10%">(a)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Company Indemnification</U>. The Company agrees to indemnify and hold
harmless the Agent, its affiliates and their respective partners, members,
directors, officers, employees, counsel and agents and each person, if any, who
controls the Agent or any affiliate within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act as follows:</P>
<P align=center>-27- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_28></A>
<P align=justify style="text-indent:15%">(i)&nbsp;&nbsp;&nbsp;&nbsp;
against any and all loss, liability, claim, damage and expense whatsoever, as
incurred, joint or several, arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or arising out of any untrue statement or
alleged untrue statement of a material fact included in any related Issuer Free
Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or
any marketing materials, or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; </P>
<P align=justify style="text-indent:15%">(ii)&nbsp;&nbsp;&nbsp; against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
joint or several, to the extent of the aggregate amount paid in settlement of
any litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission;
provided that (subject to Section 10(d) below) any such settlement is effected
with the written consent of the Company, which consent shall not unreasonably be
delayed or withheld; and </P>
<P align=justify style="text-indent:15%">(iii)&nbsp;&nbsp; against any and
all expense whatsoever, upon receipt of reasonable documentation of such
expenses (including the fees and disbursements of counsel), reasonably incurred
in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission (whether or not a
party), to the extent that any such expense is not paid under (i) or (ii) above,
</P>
<P align=justify><U>provided</U>, <U>however</U>, that this indemnity agreement
shall not apply to any loss, liability, claim, damage or expense to the extent
arising out of any untrue statement or omission or alleged untrue statement or
omission made solely in reliance upon and in conformity with the Agent
Information (as defined below). </P>
<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Agent Indemnification</U>. The Agent agrees to indemnify and hold harmless
the Company and its directors and each officer of the Company who signed the
Registration Statement or the Prospectus, and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act against any and all loss, liability, claim, damage and
expense described in the indemnity contained in Section 10(a), as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendments
thereto) or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with information relating to the Agent and furnished to
the Company in writing by the Agent expressly for use therein. The Company
hereby acknowledges that the only information that the Agent has furnished to
the Company expressly for use in the Registration Statement, the Prospectus or
any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are
the statements set forth in the eighth and ninth paragraphs under the caption
&#147;Plan of Distribution&#148; in the Prospectus (the &#147;<B><U>Agent</U></B><B>
</B><B><U>Information</U></B>&#148;).</P>
<P align=justify style="text-indent:10%">(c)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Procedure</U>. Any party that proposes to assert the right to be indemnified
under this Section 10 will, promptly after receipt of notice of commencement of
any action against such party in respect of which a claim is to be made against
an indemnifying party or parties under this Section 10, notify each such
indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party will not
relieve the indemnifying party from (i) any liability that it might have to any
indemnified party otherwise than under this Section 10 and (ii) any liability
that it may have to any indemnified party under the foregoing provision of this
Section 10 unless, and only to the extent that, such omission results in the
forfeiture of substantive rights or defenses by the indemnifying party. If any
such action is brought against any indemnified party and it notifies the
indemnifying party of its commencement, the indemnifying party will be entitled
to participate in and, to the extent that it elects by delivering written notice to the
indemnified party promptly after receiving notice of the commencement of the
action from the indemnified party, jointly with any other indemnifying party
similarly notified, to assume the defense of the action, with counsel reasonably
satisfactory to the indemnified party, and after notice from the indemnifying
party to the indemnified party of its election to assume the defense, the
indemnifying party will not be liable to the indemnified party for any other
legal expenses except as provided below and except for the reasonable costs of
investigation subsequently incurred by the indemnified party in connection with
the defense. The indemnified party will have the right to employ its own counsel
in any such action, but the fees, expenses and other charges of such counsel
will be at the expense of such indemnified party unless (1) the employment of
counsel by the indemnified party has been authorized in writing by the
indemnifying party, (2) the indemnified party has reasonably concluded (based on
advice of counsel) that there may be legal defenses available to it or other
indemnified parties that are different from or in addition to those available to
the indemnifying party, (3) a conflict or potential conflict exists (based on
advice of counsel to the indemnified party) between the indemnified party and
the indemnifying party (in which case the indemnifying party will not have the
right to direct the defense of such action on behalf of the indemnified party)
or (4) the indemnifying party has not in fact employed counsel to assume the
defense of such action or counsel reasonably satisfactory to the indemnified
party, in each case, within a reasonable time after receiving notice of the
commencement of the action, in each of which cases the reasonable fees,
disbursements and other charges of counsel will be at the expense of the
indemnifying party or parties. It is understood that the indemnifying party or
parties shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees, disbursements and
other charges of more than one separate firm admitted to practice in such
jurisdiction (plus local counsel) at any one time for all such indemnified party
or parties. All such fees, disbursements and other charges will be reimbursed by
the indemnifying party promptly as they are incurred. An indemnifying party will
not, in any event, be liable for any settlement of any action or claim effected
without its written consent. No indemnifying party shall, without the prior
written consent of each indemnified party, settle or compromise or consent to
the entry of any judgment in any pending or threatened claim, action or
proceeding relating to the matters contemplated by this Section 10 (whether or
not any indemnified party is a party thereto), unless such settlement,
compromise or consent (1) includes an express, full and unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (2) does not include a statement as to or
an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party. </P>
<P align=center>-28- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_29></A>

<P align=justify style="text-indent:10%">(d)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Settlement Without Consent if Failure to Reimburse</U><I>. </I>If an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for reasonable fees and expenses of counsel, such indemnifying
party agrees that it shall be liable for any settlement of the nature
contemplated by Section 10(a)(ii) effected without its written consent if (1)
such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (2) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (3) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement. </P>
<P align=justify style="text-indent:10%">(e)&nbsp;&nbsp;&nbsp;&nbsp;
<U>Contribution</U>. In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in the foregoing
paragraphs of this Section 10 is applicable in accordance with its terms but for
any reason is held to be unavailable or insufficient from the Company or the
Agent, the Company and the Agent will contribute to the total losses, claims,
liabilities, expenses and damages (including any investigative, legal and other
expenses reasonably incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted) to which
the Company and the Agent may be subject in such proportion as shall be
appropriate to reflect the relative benefits received by the Company on the one
hand and the Agent on the other hand. The relative benefits received by the
Company on the one hand and the Agent on the other hand shall be deemed to be in the same proportion as the total
net proceeds from the sale of the Placement Shares (before deducting expenses)
received by the Company bear to the total compensation received by the Agent
from the sale of Placement Shares on behalf of the Company. If, but only if, the
allocation provided by the foregoing sentence is not permitted by applicable
law, the allocation of contribution shall be made in such proportion as is
appropriate to reflect not only the relative benefits referred to in the
foregoing sentence but also the relative fault of the Company, on the one hand,
and the Agent, on the other hand, with respect to the statements or omission
that resulted in such loss, claim, liability, expense or damage, or action in
respect thereof, as well as any other relevant equitable considerations with
respect to such offering. Such relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Agent, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and the Agent agree that it
would not be just and equitable if contributions pursuant to this Section 10(e)
were to be determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to herein. The amount paid or payable by an indemnified party as a result of the
loss, claim, liability, expense, or damage, or action in respect thereof,
referred to above in this Section 10(e) shall be deemed to include, for the
purpose of this Section 10(e), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim to the extent consistent with Section 10(c) hereof.
Notwithstanding the foregoing provisions of this Section 10(e), the Agent shall
not be required to contribute any amount in excess of the commissions received
by it under this Agreement and no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 10(e), any person who
controls a party to this Agreement within the meaning of the Securities Act, and
any officers, directors, partners, employees, counsel or agents of the Agent,
will have the same rights to contribution as that party, and each director of
the Company and each officer of the Company who signed the Registration
Statement or Prospectus will have the same rights to contribution as the
Company, subject in each case to the provisions hereof. Any party entitled to
contribution, promptly after receipt of notice of commencement of any action
against such party in respect of which a claim for contribution may be made
under this Section 10(e), will notify any such party or parties from whom
contribution may be sought, but the omission to so notify will not relieve that
party or parties from whom contribution may be sought from any other obligation
it or they may have under this Section 10(e) except to the extent that the
failure to so notify such other party materially prejudiced the substantive
rights or defenses of the party from whom contribution is sought. Except for a
settlement entered into pursuant to the last sentence of Section 10(c) hereof,
no party will be liable for contribution with respect to any action or claim
settled without its written consent if such consent is required pursuant to
Section 10(c) hereof. </P>
<P align=center>-29- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_30></A>

<P align=justify style="text-indent:5%">11.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Representations and Agreements to Survive Delivery</U>. The indemnity and
contribution agreements contained in Section 10 of this Agreement and all
representations and warranties of the Company herein or in certificates
delivered pursuant hereto shall survive, as of their respective dates,
regardless of (i) any investigation made by or on behalf of the Agent, any
controlling persons, or the Company (or any of their respective officers,
directors or controlling persons), (ii) delivery and acceptance of the Placement
Shares and payment therefor or (iii) any termination of this Agreement. </P>
<P align=justify style="text-indent:5%">12.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Termination</U>. </P>
<P align=justify style="text-indent:10%">(a)&nbsp;&nbsp;&nbsp;&nbsp; The
Agent may terminate this Agreement, by notice to the Company, as hereinafter
specified at any time (1) if there has been, since the time of execution of this
Agreement or since the date as of which information is given in the Prospectus,
any change, or any development or event involving a prospective change, in the
condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the
Company and the Material Subsidiaries considered as one enterprise, whether or
not arising in the ordinary course of business, which individually or in the
aggregate, in the sole judgment of the Agent has or could reasonably be expected
to have a Material Adverse Effect and makes it impractical or inadvisable to
market the Placement Shares or to enforce contracts for the sale of the
Placement Shares, (2) if there has occurred any material adverse change in the
financial markets in the United States, Canada or the international financial
markets, any outbreak of hostilities or escalation thereof or other calamity or
crisis or any change or development involving a prospective change in national
or international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the judgment of the Agent,
impracticable or inadvisable to market the Placement Shares or to enforce
contracts for the sale of the Placement Shares, (3) if trading in the Common
Shares has been suspended or limited by the Commission, any Canadian Securities
Regulator, IIROC or either Exchange, or if trading generally on either Exchange
has been suspended, halted or limited, or minimum prices for trading have been
fixed on either Exchange, (4) if any suspension of trading of any securities of
the Company on any exchange or in the over-the-counter market shall have
occurred and be continuing, (5) if a major disruption of securities settlements
or clearance services in the United States or Canada shall have occurred and be
continuing, or (6) if a banking moratorium has been declared by either Canadian
or U.S. Federal or New York authorities. Any such termination shall be without
liability of any party to any other party except that the provisions of Section
8 (Payment of Expenses), Section 10 (Indemnification and Contribution), Section
11 (Representations and Agreements to Survive Delivery), Section 13 (Notices),
Section 14 (Successors and Assigns), Section 16 (Entire Agreement; Amendment;
Severability) Section 17 (Governing Law and Time; Waiver of Jury Trial), Section
18 (Consent to Jurisdiction), Section 19 (Appointment of Agent for Service),
Section 20 (Judgment Currency), Section 24 (Absence of Fiduciary Relationship)
and Section 25 (Definitions) hereof shall remain in full force and effect
notwithstanding such termination. If the Agent elects to terminate this
Agreement as provided in this Section 12(a), the Agent shall provide the
required notice as specified in Section 13 (Notices). </P>
<P align=center>-30- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_31></A>

<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp; The
Company shall have the right, by giving ten (10) days&#146; notice as hereinafter
specified to terminate this Agreement in its sole discretion at any time after
the date of this Agreement. Any such termination shall be without liability of
any party to any other party except that the provisions of Section 8, Section
10, Section 11, Section 13, Section 14, Section 16, Section 17, Section 18,
Section 19, Section 20, Section 24 and Section 25 hereof shall remain in full
force and effect notwithstanding such termination. </P>
<P align=justify style="text-indent:10%">(c)&nbsp;&nbsp;&nbsp;&nbsp; The
Agent shall have the right, by giving ten (10) days&#146; notice as hereinafter
specified to terminate this Agreement in its sole discretion at any time after a
minimum net proceeds of $500,000 from the sale of Placement Shares has been
realized by the Company under this Agreement. Any such termination shall be
without liability of any party to any other party except that the provisions of
Section 8, Section 10, Section 11, Section 13, Section 14, Section 16, Section
17, Section 18, Section 19, Section 20, Section 24 and Section 25 hereof shall
remain in full force and effect notwithstanding such termination. </P>
<P align=justify style="text-indent:10%">(d)&nbsp;&nbsp;&nbsp;&nbsp;
Unless earlier terminated pursuant to this Section 12, this Agreement shall
automatically terminate upon the issuance and sale of the Maximum Amount of
Placement Shares through the Agent on the terms and subject to the conditions
set forth herein; provided that the provisions of Section 8, Section 10, Section
11, Section 17, Section 18, Section 19 and Section 20 hereof shall remain in
full force and effect notwithstanding such termination. </P>
<P align=justify style="text-indent:10%">(e)&nbsp;&nbsp;&nbsp;&nbsp; This
Agreement shall remain in full force and effect unless terminated pursuant to
Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the
parties; provided, however, that any such termination by mutual agreement shall
in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 13, Section 14,
Section 16, Section 17, Section 18, Section 19, Section 20, Section 24 and
Section 25 shall remain in full force and effect. </P>
<P align=center>-31- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_32></A>

<P align=justify style="text-indent:10%">(f)&nbsp;&nbsp;&nbsp;&nbsp; Any
termination of this Agreement shall be effective on the date specified in such
notice of termination; provided, however, that such termination shall not be
effective until the close of business on the date of receipt of such notice by
the Agent or the Company, as the case may be. If such termination shall occur
prior to the Settlement Date for any sale of Placement Shares, such Placement
Shares shall settle in accordance with the provisions of this Agreement. </P>
<P align=justify style="text-indent:5%">13.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Notices</U>. All notices or other communications required or permitted to be
given by any party to any other party pursuant to the terms of this Agreement
shall be in writing, unless otherwise specified, and if sent to the Agent, shall
be delivered to:</P>
<P style="MARGIN-LEFT: 10%" align=justify>Cantor Fitzgerald &amp; Co.<BR>499
Park Avenue <BR>New York, NY 10022 <BR>Attention: Capital Markets/Jeffrey Lumby
<BR>Facsimile: (212) 307-3730 </P>
<P align=justify>and: </P>
<P style="MARGIN-LEFT: 10%" align=justify>Cantor Fitzgerald &amp; Co.<BR>499
Park Avenue <BR>New York, NY 10022 <BR>Attention: General Counsel <BR>Facsimile:
(212) 829-4708 </P>
<P align=justify>with a copy to: </P>
<P style="MARGIN-LEFT: 10%" align=justify>Cooley LLP <BR>1114 Avenue of the
Americas <BR>New York, NY 10036 <BR>Attention: Daniel I. Goldberg, Esq.
<BR>Facsimile: (212) 479-6275 </P>
<P align=justify>and with a copy to: </P>
<P style="MARGIN-LEFT: 10%" align=justify>Stikeman Elliott LLP <BR>5300 Commerce
Court West <BR>199 Bay Street <BR>Toronto, ON M5L 1B9 <BR>Canada <BR>Attention:
Martin Langlois <BR>Facsimile: (416) 947-0866 </P>
<P align=justify>and if to the Company, shall be delivered to: </P>
<P style="MARGIN-LEFT: 10%" align=justify>Energy Fuels Inc. <BR>225 Union Blvd.,
Suite 600 <BR>Lakewood, CO 80228 <BR>Attention: David Frydenlund, Senior Vice
President, General Counsel and<BR>Corporate Secretary </P>
<P align=center>-32- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_33></A>
<P style="MARGIN-LEFT: 10%" align=justify>Facsimile: (303) 389-4129 </P>
<P align=justify>with a copy to: </P>
<P style="MARGIN-LEFT: 10%" align=justify>Borden Ladner Gervais LLP <BR>Bay
Adelaide Centre <BR>East Tower <BR>22 Adelaide St. W. </P>
<P style="MARGIN-LEFT: 10%" align=justify>Toronto, ON M5H 4E3 <BR>Canada
<BR>Attention: Mark Wheeler or Jason Saltzman <BR>Facsimile: (416) 367-6749 </P>
<P align=justify>and with a copy to: </P>
<P style="MARGIN-LEFT: 10%" align=justify>Dorsey &amp; Whitney LLP
<BR>Brookfield Place <BR>161 Bay Street, Suite 4310 <BR>Toronto, ON M5J 2S1
<BR>Canada <BR>Attention: Richard Raymer or James Guttman<BR>Facsimile: (416)
367-7371 </P>
<P align=justify style="text-indent:5%">Each party to this Agreement may
change such address for notices by sending to the parties to this Agreement
written notice of a new address for such purpose. Each such notice or other
communication shall be deemed given (i) when delivered personally or by
verifiable facsimile transmission (with an original to follow) on or before 4:30
p.m., New York City time, on a Business Day or, if such day is not a Business
Day, on the next succeeding Business Day, (ii) on the next Business Day after
timely delivery to a nationally-recognized overnight courier and (iii) on the
Business Day actually received if deposited in the U.S. mail (certified or
registered mail, return receipt requested, postage prepaid). For purposes of
this Agreement, &#147;<B><U>Business Day</U></B>&#148; shall mean any day on which each
Exchange and commercial banks in the City of New York and the City of Toronto
are open for business.</P>
<P align=justify style="text-indent:5%">An electronic communication
(&#147;<B><U>Electronic Notice</U></B>&#148;) shall be deemed written notice for purposes
of this Section 13 if sent to the electronic mail address specified by the
receiving party under separate cover. Electronic Notice shall be deemed received
at the time the party sending Electronic Notice receives verification of receipt
by the receiving party. Any party receiving Electronic Notice may request and
shall be entitled to receive the notice on paper, in a nonelectronic form
(&#147;<B><U>Nonelectronic Notic</U></B><B>e</B>&#148;) which shall be sent to the
requesting party within ten (10) days of receipt of the written request for
Nonelectronic Notice. </P>
<P align=justify style="text-indent:5%">14.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Successors and Assigns</U>. This Agreement shall inure to the benefit of and
be binding upon the Company and the Agent and their respective successors and
the parties referred to in Section 10 hereof. References to any of the parties
contained in this Agreement shall be deemed to include the successors and
permitted assigns of such party. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their
respective successors and permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. Neither party may assign its rights or obligations under this
Agreement without the prior written consent of the other party; provided,
however, that the Agent may assign its rights and obligations hereunder to an
affiliate thereof without obtaining the Company&#146;s consent. </P>
<P align=center>-33- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_34></A>
<P align=justify style="text-indent:5%">15.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all
share-related numbers contained in this Agreement shall be adjusted to take into
account any stock split, stock consolidation, stock dividend or similar event
effected with respect to the Placement Shares. </P>
<P align=justify style="text-indent:5%">16.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Entire Agreement; Amendment; Severability; Waiver</U>. This Agreement
(including all schedules and exhibits attached hereto and Placement Notices
issued pursuant hereto) constitutes the entire agreement and supersedes all
other prior and contemporaneous agreements and undertakings, both written and
oral, among the parties hereto with regard to the subject matter hereof. Neither
this Agreement nor any term hereof may be amended except pursuant to a written
instrument executed by the Company and the Agent. In the event that any one or
more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable as written by a court of
competent jurisdiction, then such provision shall be given full force and effect
to the fullest possible extent that it is valid, legal and enforceable, and the
remainder of the terms and provisions herein shall be construed as if such
invalid, illegal or unenforceable term or provision was not contained herein,
but only to the extent that giving effect to such provision and the remainder of
the terms and provisions hereof shall be in accordance with the intent of the
parties as reflected in this Agreement. No implied waiver by a party shall arise
in the absence of a waiver in writing signed by such party. No failure or delay
in exercising any right, power, or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power, or privilege
hereunder. </P>
<P align=justify style="text-indent:5%">17.&nbsp;&nbsp;&nbsp;&nbsp;
<B><U>GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL</U></B><B>. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES
OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. </B></P>
<P align=justify style="text-indent:5%">18.&nbsp;&nbsp;&nbsp;&nbsp;
<B><U>CONSENT TO JURISDICTION</U></B><B>. EACH PARTY HEREBY IRREVOCABLY SUBMITS
TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE
CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY
IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING,
ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH
COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM
OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY
HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS
BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF
(CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE
ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH
SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. TO THE EXTENT THAT THE COMPANY
HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY (ON THE GROUNDS OF SOVEREIGNTY OR
OTHERWISE) FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS WITH
RESPECT TO ITSELF OR ITS PROPERTY, THE COMPANY IRREVOCABLY WAIVES, AS AGENTS FOR
SUITS, ACTIONS OR </B><b>PROCEEDINGS HEREUNDER, TO THE FULLEST EXTENT PERMITTED BY
LAW, SUCH IMMUNITY IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING. </b></P>
<P align=center>-34- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_35></A>

<P align=justify style="text-indent:5%">19.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Appointment of Agent for Service</U>. The Company hereby irrevocably appoints
Energy Fuels Resources (USA) Inc., with offices at 225 Union Blvd., Suite 600,
Lakewood, Colorado, 80228, as its agent for service of process in any suit,
action or proceeding described in Section 18 and agrees that service of process
in any such suit, action or proceeding may be made upon it at the office of such
agent. The Company waives, to the fullest extent permitted by law, any other
requirements of or objections to personal jurisdiction with respect thereto. The
Company represents and warrants that such agent has agreed to act as the
Company&#146;s agent for service of process, and the Company agrees to take any and
all action, including the filing of any and all documents and instruments, that
may be necessary to continue such appointment in full force and effect. </P>
<P align=justify style="text-indent:5%">20.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Judgment Currency</U>. If for the purposes of obtaining judgment in any court
it is necessary to convert a sum due hereunder into any currency other than
United States dollars, the parties hereto agree, to the fullest extent permitted
by law, that the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Agent could purchase United States dollars
with such other currency in The City of New York on the Business Day preceding
that on which final judgment is given. The obligation of the Company with
respect to any sum due from it to the Agent or any person controlling the Agent
shall, notwithstanding any judgment in a currency other than United States
dollars, not be discharged until the first Business Day following receipt by the
Agent or any person controlling the Agent of any sum in such other currency, and
only to the extent that the Agent or controlling person may in accordance with
normal banking procedures purchase United States dollars with such other
currency. If the United States dollars so purchased are less than the sum
originally due to the Agent or controlling person hereunder, the Company agrees
as a separate obligation and notwithstanding any such judgment, to indemnify the
Agent or controlling person against such loss. If the United States dollars so
purchased are greater than the sum originally due to the Agent or controlling
person hereunder, the Agent or controlling person agrees to pay to the Company
an amount equal to the excess of the dollars so purchased over the sum
originally due to the Agent or controlling person hereunder. </P>
<P align=justify style="text-indent:5%">21.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Counterparts</U>. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed Agreement by one
party to the other may be made by facsimile or electronic transmission. </P>
<P align=justify style="text-indent:5%">22.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Construction</U>. The section and exhibit headings herein are for convenience
only and shall not affect the construction hereof. References herein to any law,
statute, ordinance, code, regulation, rule or other requirement of any
Governmental Authority shall be deemed to refer to such law, statute, ordinance,
code, regulation, rule or other requirement of any Governmental Authority as
amended, reenacted, supplemented or superseded in whole or in part and in effect
from time to time and also to all rules and regulations promulgated thereunder.
</P>
<P align=center>-35- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_36></A>
<P align=justify style="text-indent:5%">23.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Permitted Free Writing Prospectus</U>. The Company represents, warrants and
agrees that, unless it obtains the prior consent of the Agent, and the Agent
represents, warrants and agrees that, unless it obtains the prior consent of the
Company, it has not made and will not make any offer relating to the Placement
Shares that would constitute an Issuer Free Writing Prospectus, or that would
otherwise constitute a &#147;free writing prospectus,&#148; as defined in Rule 405,
required to be filed with the Commission. Any such free writing prospectus
consented to by the Agent or by the Company, as the case may be, is hereinafter
referred to as a &#147;Permitted Free Writing Prospectus.&#148; The Company represents and
warrants that it has treated and agrees that it will treat each Permitted Free
Writing Prospectus as an &#147;issuer free writing prospectus,&#148; as defined in Rule
433, and has complied and will comply with the requirements of Rule 433
applicable to any Permitted Free Writing Prospectus, including timely filing
with the Commission where required, legending and record keeping. For the
purposes of clarity, the parties hereto agree that all free writing
prospectuses, if any, listed in <U>Exhibit 23</U> hereto are Permitted Free
Writing Prospectus. </P>
<P align=justify style="text-indent:5%">24.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Absence of Fiduciary Relationship</U>. The Company acknowledges and agrees
that: </P>
<P align=justify style="text-indent:10%">(a)&nbsp;&nbsp;&nbsp;&nbsp; The
Agent is acting solely as agent in connection with the public offering of the
Placement Shares and in connection with each transaction contemplated by this
Agreement and the process leading to such transactions, and no fiduciary or
advisory relationship between the Company or any of its respective affiliates,
shareholders (or other equity holders), creditors or employees or any other
party, on the one hand, and the Agent, on the other hand, has been or will be
created in respect of any of the transactions contemplated by this Agreement,
irrespective of whether or not the Agent has advised or is advising the Company
on other matters, and the Agent has no obligation to the Company with respect to
the transactions contemplated by this Agreement except the obligations expressly
set forth in this Agreement; </P>
<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp; it is
capable of evaluating and understanding, and understands and accepts, the terms,
risks and conditions of the transactions contemplated by this Agreement; </P>
<P align=justify style="text-indent:10%">(c)&nbsp;&nbsp;&nbsp;&nbsp;
neither the Agent nor any of its affiliates have provided any legal, accounting,
regulatory or tax advice with respect to the transactions contemplated by this
Agreement and it has consulted its own legal, accounting, regulatory and tax
advisors to the extent it has deemed appropriate; </P>
<P align=justify style="text-indent:10%">(d)&nbsp;&nbsp;&nbsp;&nbsp; it is
aware that the Agent and its affiliates are engaged in a broad range of
transactions which may involve interests that differ from those of the Company
and the Agent and its affiliates have no obligation to disclose such interests
and transactions to the Company by virtue of any fiduciary, advisory or agency
relationship or otherwise; and </P>
<P align=justify style="text-indent:10%">(e)&nbsp;&nbsp;&nbsp;&nbsp; it
waives, to the fullest extent permitted by law, any claims it may have against
the Agent or its affiliates for breach of fiduciary duty or alleged breach of
fiduciary duty in connection with the sale of Placement Shares under this
Agreement and agrees that the Agent and its affiliates shall not have any
liability (whether direct or indirect, in contract, tort or otherwise) to it in
respect of such a fiduciary duty claim or to any person asserting a fiduciary
duty claim on its behalf or in right of it or the Company, employees or
creditors of Company. </P>
<P align=justify style="text-indent:5%">25.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Definitions</U>. As used in this Agreement, the following terms have the
respective meanings set forth below: </P>
<P align=justify style="text-indent:5%">&#147;<B><U>Applicable Time</U></B>&#148;
means (i) each Representation Date, (ii) the time of each sale of any Placement
Shares pursuant to this Agreement and (iii) each Settlement Date. </P>
<P align=center>-36- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_37></A>
<P align=justify style="text-indent:5%">&#147;<B><U>Governmental
Authority</U></B>&#148; means (i) any federal, provincial, state, local, municipal,
national or international government or governmental authority, regulatory or
administrative agency, governmental commission, department, board, bureau,
agency or instrumentality, court, tribunal, arbitrator or arbitral body (public
or private); (ii) any self-regulatory organization; or (iii) any political
subdivision of any of the foregoing.<B> </B></P>
<P align=justify style="text-indent:5%">&#147;<B><U>Issuer Free Writing
Prospectus</U></B>&#148; means any &#147;issuer free writing prospectus,&#148; as defined in
Rule 433, relating to the Placement Shares that (1) is required to be filed with
the Commission by the Company, (2) is a &#147;road show&#148; that is a &#147;written
communication&#148; within the meaning of Rule 433(d)(8)(i) whether or not required
to be filed with the Commission, or (3) is exempt from filing pursuant to Rule
433(d)(5)(i) because it contains a description of the Placement Shares or of the
offering that does not reflect the final terms, in each case in the form filed
or required to be filed with the Commission or, if not required to be filed, in
the form retained in the Company&#146;s records pursuant to Rule 433(g) under the
Securities Act Regulations.</P>
<P align=justify style="text-indent:5%"> &#147;<B><U>Rule 164</U></B>,&#148;
&#147;<B><U>Rule 172</U></B>,&#148; &#147;<B><U>Rule 405</U></B>,&#148; &#147;<B><U>Rule 424</U></B>,&#148;
&#147;<B><U>Rule 424b</U></B>,&#148; &#147;<B><U>Rule 430B</U></B>,&#148; and &#147;<B><U>Rule
433</U></B>&#148; refer to such rules under the Securities Act Regulations. </P>
<P align=justify style="text-indent:5%">All references in this Agreement
to financial statements and schedules and other information that is &#147;contained,&#148;
&#147;included&#148; or &#147;stated&#148; in the Registration Statement or the Prospectus (and all
other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information that is incorporated by
reference in the Registration Statement or the Prospectus, as the case may be.
</P>
<P align=justify style="text-indent:5%">All references in this Agreement
to the Registration Statement and the Prospectus or any amendment or supplement
to either of the foregoing shall be deemed to include the copy filed with the
Commission pursuant to EDGAR; all references in this Agreement to any Issuer
Free Writing Prospectus (other than any Issuer Free Writing Prospectus that,
pursuant to Rule 433, are not required to be filed with the Commission) shall be
deemed to include the copy thereof filed with the Commission pursuant to EDGAR;
and all references in this Agreement to &#147;supplements&#148; to the Prospectus shall
include, without limitation, any supplements, &#147;wrappers&#148; or similar materials
prepared in connection with any offering, sale or private placement of any
Placement Shares by the Agent outside of the United States. </P>
<P align=center>[<B><I>Signature Page Follows</I></B>] </P>
<P align=center>-37- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_38></A>
<P align=justify style="text-indent:5%">If the foregoing correctly sets
forth the understanding between the Company and the Agent, please so indicate in
the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between the Company and the Agent. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%" colSpan=2>Very truly yours, </TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD width="5%">&nbsp; </TD>
    <TD width="45%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%" colSpan=2>ENERGY FUELS INC. </TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD width="5%">&nbsp; </TD>
    <TD width="45%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD width="5%">&nbsp; </TD>
    <TD width="45%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD width="5%">&nbsp; </TD>
    <TD width="45%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD width="5%">&nbsp; </TD>
    <TD width="45%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="5%">By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="45%">/s/
      Stephen P. Antony </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="5%">&nbsp; </TD>
    <TD align=left width="45%">Name: Stephen P. Antony </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="5%">&nbsp; </TD>
    <TD align=left width="45%">Title: President and Chief Executive Officer
  </TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">ACCEPTED as of the date first-above written:
  </TD></TR>
  <TR>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">&nbsp;</TD></TR>
  <TR>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">CANTOR FITZGERALD &amp; CO.
</TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="45%">/s/
      Jeffrey Lumby </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >&nbsp; </TD>
    <TD align=left width="45%">Name: Jeffrey Lumby </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >&nbsp; </TD>
    <TD align=left width="45%">Title: Senior Managing Director
</TD></TR></TABLE>
<P align=center>SIGNATURE PAGE </P>
<P align=center>ENERGY FUELS INC. &#150; SALES AGREEMENT </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_39></A>
<P align=center><B>SCHEDULE 1 </B></P>
<P align=center>__________________________ </P>
<P align=center><B>Form of Placement Notice </B></P>
<P align=center>__________________________ </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%" >From: </TD>
    <TD align=left width="85%">Energy Fuels Inc. </TD></TR>
  <TR>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%" >&nbsp;</TD>
    <TD align=left width="85%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%" >To: </TD>
    <TD align=left width="85%">Cantor Fitzgerald &amp; Co. </TD></TR>
  <TR vAlign=bottom>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="10%" >&nbsp; </TD>
    <TD align=left width="85%">Attention:&nbsp;___________________</TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="10%" >&nbsp;</TD>
    <TD align=left width="85%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%" >Subject: </TD>
    <TD align=left width="85%">Placement Notice </TD></TR>
  <TR>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%" >&nbsp;</TD>
    <TD align=left width="85%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%" >Date: </TD>
    <TD align=left width="85%">[&#149;] </TD></TR></TABLE>
<P align=justify style="text-indent:5%">Ladies and Gentlemen: </P>
<P align=justify style="text-indent:5%">Pursuant to the terms and subject
to the conditions contained in the Sales Agreement between Energy Fuels Inc., a
company continued under the <I>Business Corporations Act</I> (Ontario) (the
&#147;<B><U>Company</U></B>&#148;), and Cantor Fitzgerald &amp; Co.
(&#147;<B><U>Agent</U></B>&#148;), dated December 23, 2016, the Company hereby requests
that the Agent sell up to [&#149;] of the Company&#146;s Common Shares (no par value) at a
minimum market price of US$[&#149;] per share, during the time period beginning
[month, day, time] and ending [month, day, time].</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_40></A>
<P align=center><B>SCHEDULE 2 </B></P>
<P align=center>__________________________ </P>
<P align=center><B>Compensation </B></P>
<P align=center>__________________________ </P>
<P align=justify style="text-indent:5%">The Company shall pay to the
Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an
amount equal to up to 3.0% of the aggregate gross proceeds from each sale of
Placement Shares.<B> </B></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_41></A>
<P align=center><B>SCHEDULE 3 </B></P>
<P align=center>__________________________ </P>
<P align=center><B>Notice Parties </B></P>
<P align=center>__________________________ </P>
<P align=justify><U>The Company</U> </P>
<P align=justify>Stephen P. Antony (santony@energyfuels.com) </P>
<P align=justify>Mark Chalmers (mchalmers@energyfuels.com) </P>
<P align=justify>Daniel G. Zang (dzang@energyfuels.com) </P>
<P align=justify>David C. Frydenlund (dfrydenlund@energyfuels.com) </P>
<P align=justify><U>Cantor</U> </P>
<P align=justify>Jeff Lumby (jlumby@cantor.com) </P>
<P align=justify>Josh Feldman (jfeldman@cantor.com) </P>
<P align=justify>Sameer Vasudev svasudev@cantor.com) </P>
<P align=justify>With copies to: </P>
<P align=justify>CFControlledEquityOffering@cantor.com </P>
<P align=justify><U>CST Trust Company</U> (the Company&#146;s Transfer Agent) </P>
<P align=justify>Christopher De Lima (cdelima@canstockta.com) </P>
<P align=justify>Carol Pineda (cpineda@canstockta.com) </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_42></A>
<P align=center><B>SCHEDULE 4 </B></P>
<P align=center>__________________________ </P>
<P align=center><B>Material Subsidiaries </B></P>
<P align=center>__________________________ </P>
<DIV>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
borderColor=#000000 cellSpacing=0 cellPadding=3 width="100%" border=1>

  <TR vAlign=top>
    <TD noWrap align=left>Magnum Uranium Corp. </TD>
    <TD noWrap align=left width="25%">British Columbia </TD>
    <TD noWrap align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Titan Uranium Inc. </TD>
    <TD align=left width="25%">Canada </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Strathmore Minerals Corp. </TD>
    <TD align=left width="25%">British Columbia </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Uranium Power Corp. </TD>
    <TD align=left width="25%">British Columbia </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Strathmore Resources (US) Ltd. </TD>
    <TD align=left width="25%">Nevada </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Energy Fuels Holdings Corp. </TD>
    <TD align=left width="25%">Delaware </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Roca Honda Resources LLC </TD>
    <TD align=left width="25%">Delaware </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Magnum Minerals USA Corp. </TD>
    <TD align=left width="25%">Nevada </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Energy Fuels Wyoming Inc. </TD>
    <TD align=left width="25%">Nevada </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Energy Fuels Resources (USA) Inc. </TD>
    <TD align=left width="25%">Delaware </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>EFR White Mesa LLC </TD>
    <TD align=left width="25%">Colorado </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>EFR Henry Mountains LLC </TD>
    <TD align=left width="25%">Colorado </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>EFR White Canyon Corp. </TD>
    <TD align=left width="25%">Delaware </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>EFR Colorado Plateau LLC </TD>
    <TD align=left width="25%">Colorado </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>EFR Arizona Strip LLC </TD>
    <TD align=left width="25%">Colorado </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Uranerz Energy Corporation </TD>
    <TD align=left width="25%">Nevada </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Wyoming Gold Mining Company, Inc. </TD>
    <TD align=left width="25%">Wyoming </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Wate Mining Company, LLC </TD>
    <TD align=left width="25%">Arizona </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>EFR Alta Mesa LLC </TD>
    <TD align=left width="25%">Texas </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Leoncito Plant, L.L.C. </TD>
    <TD align=left width="25%">Texas </TD>
    <TD align=left width="25%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=left>Leoncito Project, L.L.C. </TD>
    <TD align=left width="25%">Texas </TD>
    <TD align=left width="25%">100% </TD></TR></TABLE></DIV><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_43></A>
<P align=center><B><U>SCHEDULE 5</U></B><B> </B></P>
<P align=justify>None.</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_44></A>
<P align=center><B><U>SCHEDULE 6</U></B><B> </B></P>
<P align=justify>Covenant Agreement dated June 18, 2015 among Uranerz Energy
Corporation, Johnson County, Wyoming, Energy Fuels Holdings Corp. and UMB Bank,
n.a. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_45></A>
<P align=center><B><U>EXHIBIT 6(ee)</U></B><B> </B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">1. </TD>
    <TD>
      <P align=justify>Opinion dated October 16, 2013 in respect of the Arizona
      Strip Mines.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">2. </TD>
    <TD>
      <P align=justify>Opinions dated July 23, 2012 and July 24, 2012 in respect
      of the Colorado Plateau Mines.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">3. </TD>
    <TD>
      <P align=justify>Opinions dated July 24, 2012 in respect of the Daneros
      Mine.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">4. </TD>
    <TD>
      <P align=justify>Opinion dated June 7, 2013 in respect of the Gas Hills
      Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">5. </TD>
    <TD>
      <P align=justify>Opinions dated July 24, 2012 in respect of the Henry
      Mountains Complex.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">6. </TD>
    <TD>
      <P align=justify>Opinion dated June 7, 2013 in respect of the Roca Honda
      Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">7. </TD>
    <TD>
      <P align=justify>Opinion dated July 24, 2012 in respect of the Sage Plain
      Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">8. </TD>
    <TD>
      <P align=justify>Opinion dated July 24, 2012 in respect of the Sheep
      Mountain Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">9. </TD>
    <TD>
      <P align=justify>Opinion dated October 23, 2013 in respect of the White
      Mesa Mill.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">10. </TD>
    <TD>
      <P align=justify>Opinion dated July 24, 2012 in respect of the La Sal
      Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">11. </TD>
    <TD>
      <P align=justify>Opinion dated May 31, 2013 in respect of Juniper
      Ridge.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">12. </TD>
    <TD>
      <P align=justify>Opinion dated July 23, 2012 in respect of the Whirlwind
      Mine.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">13. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, Hank Project, MB1 et al. Mining
      Claims (WMC278641 et al.), Campbell County, Wyoming&#148; &#150; By Brown, Drew
      &amp; Massey, LLP dated October 16, 2009</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%">o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;First Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated November 29, 2010 </P></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%">o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated December 3, 2012 </P></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%">o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Third Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated February 1, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%">o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Fourth Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated August 19, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%">o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Fifth Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated September 5, 2013
</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">14. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, South Doughstick Project, WC 319
      et al. Mining Claims (WMC 275263 et al.), Campbell and Johnson Counties,
      Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated October 27,
  2009</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_46></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%">o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;First Supplemental Limited Title Opinion, South
      Doughstick Project, WC 319 et al. Mining Claims (WMC 275263 et al.),
      Campbell and Johnson Counties, Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP
      dated November 29, 2010 </P></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%">o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, South
      Doughstick Project, WC 319 et al. Mining Claims (WMC 275263 et al.),
      Campbell and Johnson Counties, Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP
      dated July 11, 2014 </P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">15. </TD>
    <TD>
      <P align=justify>&#147;Preliminary Title Opinion, North Jane Project, DS 3
      through 18, 100, 101 Mining Claims (Lead File WMC 281326 et al.), Campbell
      County, Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated December 3,
      2009</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">16. </TD>
    <TD>
      <P align=justify>&#147;Preliminary Title Opinion, North Jane Project, EB 40 et
      al. Mining Claims (Lead Filed WMC 14069 et at), Campbell County, Wyoming&#148;
      &#150; by Brown, Drew &amp; Massey, LLP dated December 3, 2009</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">17. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, Jane Dough Project, RK 453 et al.
      Mining Claims (WMC 274887 et al.), Campbell and Johnson Counties, Wyoming&#148;
      &#150; by Brown, Drew, Massey &amp; Durham, LLP dated July 14, 2014</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">18. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, South Doughstick Project, Pax
      Irvine Mineral Trust Fee Lease, Johnson County, Wyoming&#148; &#150; by Brown, Drew
      &amp; Massey, LLP dated October 27, 2009</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="5%">o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;First Supplemental Limited Title Opinion, South
      Doughstick Project, Pax Irvine Mineral Trust Fee Lease, Johnson County,
      Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated November 29, 2010
  </P></TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="5%">o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, South
      Doughstick Project, Pax Irvine Mineral Trust Fee Lease, Johnson County,
      Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP dated July 11, 2014
      </P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">19. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, Jane Dough Project, Pax Irvine
      Mineral Trust, et al Fee Leases, Johnson and Campbell Counties, Wyoming&#148; &#150;
      by Brown, Drew, Massey &amp; Durham, LLP dated July 14, 2014</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">20. </TD>
    <TD>
      <P align=justify>Preliminary Title Opinion, North Jane Project, Nelroy LLC
      et al. Fee Leases, Campbell County, Wyoming&#148; &#150; by Brown, Drew &amp;
      Massey, LLP dated November 25, 2009</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">21. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, Nichols Ranch Project, EB 67 et
      al. Mining Claims (WMC 277010 et al.), Campbell and Johnson Counties,
      Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated October 27,
  2009</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%">o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;First Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated
      November 29, 2010 </P></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%">o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP
      dated February 1, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%">o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Third Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP
      dated August 19, 2013 </P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_47></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Fourth Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP
      dated September 5, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Fifth Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP
      dated July 11, 2014 </P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">22. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, Nichols Ranch Project, Betty Lou
      Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by Brown, Drew &amp;
      Massey, LLP dated October 16, 2009</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;First Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew &amp; Massey, LLP dated November 29, 2010 </P></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew, Massey &amp; Durham, LLP dated February 1, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Third Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew, Massey &amp; Durham, LLP dated August 19, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Fourth Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew, Massey &amp; Durham, LLP dated September 5, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >o </TD>
    <TD align=left width="80%">
      <P align=justify>&#147;Fifth Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew, Massey &amp; Durham, LLP dated July 11, 2014
  </P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">23. </TD>
    <TD>
      <P align=justify>&#147;Preliminary Title Status Report &#150; Grants Uranium
      District properties of Uranium Resources, Inc., McKinley County, New
      Mexico (Roca Honda Claims; Endy Claims; and Section 17 mineral estate) &#150;
      by Fognani &amp; Faught, PLLC dated June 18, 2015</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">24. </TD>
    <TD>
      <P align=justify>Mestena Ranch Limited Hard Minerals Ownership Research
      195,501.03 acres; Brooks County and Jim Hogg County, Texas &#150; by Dudley
      Land Company dated March 14, 2016.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_48></A>
<P align=center><B><U>Exhibit 23</U></B> </P>
<P align=center><B>Permitted Free Writing Prospectus </B></P>
<P align=justify>Free Writing Prospectus dated December 23, 2016. </P>
<HR align=center width="100%" color=black noShade SIZE=5>

</BODY>

</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>exhibit5-1.htm
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<HTML>
<HEAD>
   <TITLE>Energy Fuels Inc.: Exhibit 5.1 - Filed by newsfilecorp.com</TITLE>
   <META name="HandheldFriendly" content="true">
</HEAD>

<BODY style="font-size:10pt;">

<HR noshade align="center" width=100% size=3 color="black">
<!--$$/page=--><A name=page_1></A>
<P align=right><img border="0" src="exhibi1.jpg" width="511" height="129"></P>
<P align=justify>December 23, 2016 </P>
<P align=justify>Energy Fuels Inc.<BR>82 Richmond Street East, Suite 308 <BR>Toronto, Ontario<BR>
Canada M5C 1P1</P>
<P align=justify>Dear Sirs/Mesdames:</P>
<P align=justify><B>Re: Energy Fuels Inc. &#150; Controlled Equity Offering of Common
Shares </B></P>
<P align=justify>We have acted as Ontario counsel to Energy Fuels Inc. (the
&#147;<B>Company</B>&#148;). We refer to (i) the Company&#146;s registration statement on Form
S-3 (the "<B>Registration Statement</B>") declared effective on May 5, 2016 by
the Securities and Exchange Commission (the "<B>SEC</B>") under the Securities
Act of 1933, as amended (the "<B>Securities Act</B>"), including the Base
Prospectus included therein (the "<B>Base</B> <B>Prospectus</B>") and (ii) the
prospectus supplement to the Base Prospectus, dated December 23, 2016 filed with
the SEC under Rule 424(b) under the Securities Act relating to common shares of
the Company (&#147;<B>Common Shares</B>&#148;)<B> </B>to be sold by the Agent (as defined
below) in the United States (the &#147;<B>Prospectus Supplement</B>&#148;, and together
with the Base Prospectus, the &#147;<B>Prospectus</B>&#148;).</P>
<P align=justify>We are furnishing this opinion at your request in connection
with the Prospectus which was filed in connection with the offer and sale of up
to an aggregate of US$20,000,000 of Common Shares (the &#147;<B>Shares</B>&#148;) by the
Company pursuant to the terms of a Controlled Equity Offering<SUP>SM</SUP> sales
agreement dated December 23, 2016 (the &#147;<B>Sales Agreement</B>&#148;) between the
Company and Cantor Fitzgerald &amp; Co., as agent (the &#147;<B>Agent</B>&#148;). </P>
<P align=justify>We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of our opinions set forth below. In rendering our opinions set forth
below, we have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures and the conformity to authentic
originals of all documents submitted to us as copies or facsimile transmissions.
We have also assumed the legal capacity for all purposes relevant hereto of all
natural persons and, with respect to all parties to agreements or instruments
relevant hereto other than the Company, that such parties had the requisite
power and authority (corporate or otherwise) to execute, deliver and perform
such agreements or instruments, that such agreements or instruments have been
duly authorized by all requisite action (corporate or otherwise), executed and
delivered by such parties and that such agreements or instruments are the legal,
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon certificates of officers of
the Company and of public officials. We have not undertaken any independent
investigation to verify the accuracy or completeness of any of the foregoing
assumptions. </P>
<P align=justify>For purposes of this opinion letter, we have also assumed that
the Shares will be offered, issued and sold in compliance with applicable United
States federal and state securities laws and in the manner stated in the
Registration Statement, the Prospectus and the Sales Agreement. </P>
<P align=justify>Based upon and subject to the foregoing, we are of the opinion
that the Shares, when issued in accordance with the provisions of the Sales
Agreement, including the receipt by the Company of the consideration therefor,
will be validly issued as fully paid and non-assessable shares of the
Company.</P>
<P align=justify>The foregoing opinion is limited to the laws of the Province of
Ontario and the federal laws of Canada applicable therein on the date of this
opinion, and we are expressing no opinion as to the effect of the laws of any
other jurisdiction, domestic or foreign. </P>
<P align=justify>The opinion expressed in this letter is for the sole benefit of
the Company in connection with the Prospectus. This opinion may not be relied
upon by, disclosed to, or filed with, any other person without our prior written
consent.</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_2></A>
<P align=justify>Notwithstanding the foregoing, we hereby consent to the filing
of this opinion with the SEC as an exhibit to the Current Report on Form 8-K to
be filed by the Company in connection with the offering. We also hereby consent
to the use of our name under the heading &#147;Legal Matters&#148; in the Prospectus. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the SEC promulgated thereunder. </P>
<P align=justify>This opinion is expressed as of the date hereof and unless
otherwise expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable laws. </P>
<P align=justify>Very truly yours, </P>
<P align=justify>/s/ Borden Ladner Gervais LLP</P>
<P align=right>2</P>
<HR align=center width="100%" color=black noShade SIZE=5>

</BODY>

</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>exhibit99-2.htm
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<HTML>
<HEAD>
   <TITLE>Energy Fuels Inc.: Exhibit 99.2 - Filed by newsfilecorp.com</TITLE>
   <META name="HandheldFriendly" content="true">
</HEAD>

<BODY style="font-size:10pt;">

<HR noshade align="center" width=100% size=3 color="black">
<A name=page_1></A>
<P align=right>Exhibit 99.2 </P>
<P align=center><B>CONSENT OF HAROLD R. ROBERTS </B></P>
<P align=justify>I consent to the inclusion in the Current Report on Form 8-K of
Energy Fuels Inc. (the &#147;Company&#148;) dated December 23, 2016 being filed with the
United States Securities and Exchange Commission (the &#147;SEC&#148;) of technical
disclosure regarding the Roca Honda Project (the &#147;Technical Information&#148;) and of
references to my name with respect to the Technical Information and the
technical report entitled &#147;Technical Report on the Roca Honda Project, McKinley
County, State of New Mexico, USA&#148; dated October 27, 2016. </P>
<P align=justify>I also consent to the filing of this consent under cover of
Form 8-K with the United States Securities and Exchange Commission (the &#147;SEC&#148;)
and of the incorporation by reference of this consent into the Company&#146;s
Registration Statement on Form S-3 (No. 333-210782), as amended, filed with the
SEC. </P>
<P style="MARGIN-LEFT: 50%" align=justify><B>HAROLD R. ROBERTS </B></P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left><I>/s/ Harold R.
      Roberts</I></TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;Harold R. Roberts, P.E. </TD></TR></TABLE></DIV>
<P align=justify>Date: December 23, 2016 </P>
<HR align=center width="100%" color=black noShade SIZE=5>

</BODY>

</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>exhibit99-3.htm
<DESCRIPTION>EXHIBIT 99.3
<TEXT>
<HTML>
<HEAD>
   <TITLE>Energy Fuels Inc.: Exhibit 99.3 - Filed by newsfilecorp.com</TITLE>
   <META name="HandheldFriendly" content="true">
</HEAD>

<BODY style="font-size:10pt;">

<HR noshade align="center" width=100% size=3 color="black">
<A name=page_1></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left><IMG src="exhibit99-3x1x1.jpg" border=0></TD>
    <TD align=right width="50%"><B>Exhibit 99.3 </B></TD></TR></TABLE><BR>
<P align=center><B>CONSENT OF MARK MATHISEN </B></P>
<P align=justify>I consent to the inclusion in the Current Report on Form 8-K of
Energy Fuels Inc. (the &#147;Company&#148;) dated December 23, 2016 being filed with the
United States Securities and Exchange Commission (the &#147;SEC&#148;) of technical
disclosure regarding the Roca Honda Project (the &#147;Technical Information&#148;) and of
references to my name with respect to the Technical Information and the
technical report entitled &#147;Technical Report on the Roca Honda Project, McKinley
County, State of New Mexico, USA&#148; dated October 27, 2016. </P>
<P align=justify>I also consent to the filing of this consent under cover of
Form 8-K with the SEC and of the incorporation by reference of this consent and
the Technical Information into the Company&#146;s Registration Statement on Form S-3
(No. 333-210782), as amended, filed with the SEC. </P>
<P style="MARGIN-LEFT: 50%" align=justify>MARK MATHISEN<B></B></P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left><I>/s/ Mark
      Mathisen</I></TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;Mark Mathisen, C.P.G. </TD></TR></TABLE></DIV>
<P align=justify>Date: December 23, 2016 </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-TOP: #000000 1px solid" align=left><B>RPA Inc. </B>55
      University Ave. Suite 501 | Toronto, ON, Canada M5J 2H7 | <B>T </B>+1
      (416) 947 0907 </TD>
    <TD style="BORDER-TOP: #000000 1px solid" align=right width="15%"><B><FONT
      color=#ff0000>www.rpacan.com </FONT></B></TD></TR></TABLE><BR>
<HR align=center width="100%" color=black noShade SIZE=5>

</BODY>

</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>6
<FILENAME>exhibit99-4.htm
<DESCRIPTION>EXHIBIT 99.4
<TEXT>
<HTML>
<HEAD>
   <TITLE>Energy Fuels Inc.: Exhibit 99.4 - Filed by newsfilecorp.com</TITLE>
   <META name="HandheldFriendly" content="true">
</HEAD>

<BODY style="font-size:10pt;">

<HR noshade align="center" width=100% size=3 color="black">
<A name=page_1></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;<IMG
      src="exhibit99-3x1x1.jpg"
      border=0></TD>
    <TD align=right width="50%"><B>Exhibit 99.4 </B></TD></TR></TABLE><BR>
<P align=center><B>CONSENT OF STUART COLLINS </B></P>
<P align=justify>I consent to the inclusion in the Current Report on Form 8-K of
Energy Fuels Inc. (the &#147;Company&#148;) dated December 23, 2016 being filed with the
United States Securities and Exchange Commission (the &#147;SEC&#148;) of technical
disclosure regarding the Roca Honda Project (the &#147;Technical Information&#148;) and of
references to my name with respect to the Technical Information and the
technical report entitled &#147;Technical Report on the Roca Honda Project, McKinley
County, State of New Mexico, USA&#148; dated October 27, 2016. </P>
<P align=justify>I also consent to the filing of this consent under cover of
Form 8-K with the SEC and of the incorporation by reference of this consent and
the Technical Information into the Company&#146;s Registration Statement on Form S-3
(No. 333-210782), as amended, filed with the SEC. </P>
<P style="MARGIN-LEFT: 50%" align=justify>STUART COLLINS<B> </B></P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left><I>/s/ Stuart
      Collins</I></TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;Stuart Collins, P.E. </TD></TR></TABLE></DIV>
<P align=justify>Date: December 23, 2016 </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-TOP: #000000 1px solid" align=left><B>RPA Inc. </B>55
      University Ave. Suite 501 | Toronto, ON, Canada M5J 2H7 | <B>T </B>+1
      (416) 947 0907 </TD>
    <TD style="BORDER-TOP: #000000 1px solid" align=right width="15%"><B><FONT
      color=#ff0000>www.rpacan.com </FONT></B></TD></TR></TABLE><BR>
<HR align=center width="100%" color=black noShade SIZE=5>

</BODY>

</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>7
<FILENAME>exhibit99-5.htm
<DESCRIPTION>EXHIBIT 99.5
<TEXT>
<HTML>
<HEAD>
   <TITLE>Energy Fuels Inc.: Exhibit 99.5 - Filed by newsfilecorp.com</TITLE>
   <META name="HandheldFriendly" content="true">
</HEAD>

<BODY style="font-size:10pt;">

<HR noshade align="center" width=100% size=3 color="black">
<A name=page_1></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left><IMG src="exhibit99-3x1x1.jpg" border=0></TD>
    <TD align=right width="50%"><B>Exhibit 99.5 </B></TD></TR></TABLE><BR>
<P align=center><B>CONSENT OF RICHARD MICHAUD </B></P>
<P align=justify>I consent to the inclusion in the Current Report on Form 8-K of
Energy Fuels Inc. (the &#147;Company&#148;) dated December 23, 2016 being filed with the
United States Securities and Exchange Commission (the &#147;SEC&#148;) of technical
disclosure regarding the Roca Honda Project (the &#147;Technical Information&#148;) and of
references to my name with respect to the Technical Information and the
technical report entitled &#147;Technical Report on the Roca Honda Project, McKinley
County, State of New Mexico, USA&#148; dated October 27, 2016. </P>
<P align=justify>I also consent to the filing of this consent under cover of
Form 8-K with the SEC and of the incorporation by reference of this consent and
the Technical Information into the Company&#146;s Registration Statement on Form S-3
(No. 333-210782), as amended, filed with the SEC. </P>
<P style="MARGIN-LEFT: 50%" align=justify><B>RICHARD MICHAUD </B></P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left><I>/s/ Richard
      Michaud</I></TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;Richard Michaud, P.Eng. </TD></TR></TABLE></DIV>
<P align=justify>Date: December 23, 2016 </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-TOP: #000000 1px solid" align=left><B>RPA Inc. </B>55
      University Ave. Suite 501 | Toronto, ON, Canada M5J 2H7 | <B>T </B>+1
      (416) 947 0907 </TD>
    <TD style="BORDER-TOP: #000000 1px solid" align=right width="15%"><B><FONT
      color=#ff0000>www.rpacan.com </FONT></B></TD></TR></TABLE><BR>
<HR align=center width="100%" color=black noShade SIZE=5>

</BODY>

</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>8
<FILENAME>exhibit99-6.htm
<DESCRIPTION>EXHIBIT 99.6
<TEXT>
<HTML>
<HEAD>
   <TITLE>Energy Fuels Inc.: Exhibit 99.6 - Filed by newsfilecorp.com</TITLE>
   <META name="HandheldFriendly" content="true">
</HEAD>

<BODY style="font-size:10pt;">

<HR noshade align="center" width=100% size=3 color="black">
<A name=page_1></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left ><IMG
      src="exhibit99-3x1x1.jpg"
      border=0></TD>
    <TD align=right width="50%"><B>Exhibit 99.6 </B></TD></TR></TABLE><BR>
<P align=center><B>CONSENT OF ROSCOE POSTLE ASSOCIATES INC. </B></P>
<P align=justify>We consent to the inclusion in the Current Report on Form 8-K
of Energy Fuels Inc. (the &#147;Company&#148;) dated December 23, 2016 being filed with
the United States Securities and Exchange Commission (the &#147;SEC&#148;) of technical
disclosure regarding the Roca Honda Project (the &#147;Technical Information&#148;) and of
references to my name with respect to the Technical Information and the
technical report entitled &#147;Technical Report on the Roca Honda Project, McKinley
County, State of New Mexico, USA&#148; dated October 27, 2016. </P>
<P align=justify>We also consent to the filing of this consent under cover of
Form 8-K with the SEC and of the incorporation by reference of this consent and
the Technical Information into the Company&#146;s Registration Statement on Form S-3
(No. 333-210782), as amended, filed with the SEC. </P>
<P style="MARGIN-LEFT: 50%" align=justify><B>ROSCOE POSTLE ASSOCIATES INC.
</B></P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left><I>/s/ Deborah
      McCombe</I></TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;By: Deborah McCombe, P.Geo. </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;Title: President and CEO </TD></TR></TABLE></DIV>
<P align=justify>Date: December 23, 2016 </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-TOP: #000000 1px solid" align=left><B>RPA Inc. </B>55
      University Ave. Suite 501 | Toronto, ON, Canada M5J 2H7 | <B>T </B>+1
      (416) 947 0907 </TD>
    <TD style="BORDER-TOP: #000000 1px solid" align=right width="15%"><B><FONT
      color=#ff0000>www.rpacan.com </FONT></B></TD></TR></TABLE><BR>
<HR align=center width="100%" color=black noShade SIZE=5>

</BODY>

</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>GRAPHIC
<SEQUENCE>9
<FILENAME>exhibi1.jpg
<DESCRIPTION>GRAPHIC
<TEXT>
begin 644 exhibi1.jpg
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M 0$! 0$! 0        $" P0%!@<("0H+$  " 0,# @0#!04$!    7T! @,
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M@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H
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M]E;V<).XI!$L:Y]< 4[O8FR1:I#"@ H * "@ H * "@ H * "@ H * "@ H
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MSSD\<4[._+U"^E^A%:^)-'NYY8(M1MO-BF: H95#%EQD 9R<9%):Q4E_6_\
ME?T!Z-I_U<N66H66I0M-87D%U$K%2\,@< CJ,CO1TN'6QG2:IJLFLW-E8:=:
M2PVVS?+/>-&WS#/"B-L_F*(ZZO:]OR?ZA+31;VO^?^1;76])>:YA74[,RVH+
M3H)UW1 =2PS\OXTKJW-T'9WMU(X?$.DW.HVUC;7\$\US"T\7E2*P9 0"00>>
M_P"1]*I)Z^5OQ_K\B6TK/N4HM9U=O$DNE2:99)#%&L[3B^8GRRS ';Y0^;Y3
MQG'O2CJFWI;_ "*DFK6Z_I;_ #-"/7='E@,\6JV3PKNRZW"%1M&6YSV')]*-
ME<76P2:[I$*HTFJV2*[*JEKA &+#*@<\D@@CUIV=^7J%]+]"S%>VL]Q+;PW,
M4DT./,C1P63/J.U);70>1/0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4
M % !0 4 )0 4 % #)(UEC:-QE6&"/45,DGHP3ML9/_"*:)_SX)_WT?\ &N+Z
MAAWO'\S7VT^C#_A%-$_Y\$_[Z;_&C^S\-_+^+_S'[>IW#_A%-$_Y\$_[Z;_&
MC^S\-_+^+_S#V]3N)_PBFB#_ )<$_P"^F_QH> PVW+^8>VJ=SE_%_AVTTVUC
MO+*,Q@OM=,Y'(X(].E>7F."ITHJI3V.BA5DW9DG@"=Q>7=MN.QD#X[ @X_K5
M914:E* 8F*^(L_$'B+3_ />?^0J\XVB3A=V)\/?]5?\ U3^M+)MI_+]0Q70[
M:O?.,* "@#EO&6MMIUHMG;DK/<*<L/X5[UY&98MT8<D=V=-"GSN[.*T?1;G6
M;KRH,+&N#)(3PH/]:\'"X:>)G9;'74J*DKL[RU\%Z/#&!)"\S]V=S_(8KZ*E
ME>&A&S5WZLXI8B;=T3_\(EH?_/@O_?;?XUI_9V&_E_%_YB]M4[A_PB6A_P#/
M@O\ WVW^-']G8;^7\7_F'MJG</\ A$M#_P"?!?\ OMO\:/[.PW\OXO\ S#VU
M3N:MG:06-JEM;1^7"F=J@YQDY_K773IQI14(*R1E*3D[LGK004 % '"Z9X/U
M"RO4ECMM-L9HY+B0WULQ::</OVJX,:\#<IY9N4%)75/E6CY4O*^FOX?B/3FN
M]=;_ "[?H9E]X5UNVMKF;S&_M"Z:VC@>*::[9'!=9'9G V*4=CV Z>F:M%VA
MTN[^C235_E\] U7O=E][3NM/7[CL-2\.I?6VE:>I,>G6;AG6.5XG(5"$"E<$
M8.#U'2AOFFYOS^]_\"Y*7+#D7E_G]][',:EX#U26RN;*TDL98)$D@B^VL\C1
M1E_,4@X)W!B1R>@4Y)&*(.THM].7_P E;M^#_/N5HG=>?XI7_%7^9/)X&O3-
M>A6A99&FDBFDO)R=TASCRON+C)&X9S@<#K1!\K7E;[E)/]-N_4SG'FBUY?\
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MEEB&2%ZFO2K5?8P<WT,(QNTCFO\ A8%C_P ^<_Z?XUY?]K4^W]?<='U9B?\
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MIKF>R6+2XWE0W*REFC,>=QD3: @.TX.X]NF:5[1YGVO^6GKKMZCM[W*N]O\
M@^GF7X?$NB367VL:K9K"$61V:X0; P!&[GCJ/SJI+E=F2G=*Q9;5]-26VB;4
M;59+H9MU,R@S#U49^;\*5K-KL.^E^AGGQ18RZ5'J5BRW5L;M;5F1Q\I,FPGC
M/<@_0TTKN*[_ .3?_ !Z<W>/]/\ #4I:=XS749/*6Q,;G46LE!D^\@5F\WIT
MPIX]NM*/O*+[J[\OZNOO"6CDETM^=OP=_N-C^W]&^R2W?]KV/V:%_+DE^T)L
M1O[I.< ^U';SV"VK78=::S87VH75C:W,<L]J$:158' 89'Z?SH2TOYV_K^NX
MKV=OF7Z!A0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0
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M1A0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % "4
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MX\W^:%;22\E^27YECQ)X>U:^U>WU&QN[<B-X%$,MN6,864.S!O,7K@9&,G:
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M(84 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4
M% !0 4 % '!^+-.\0IXST;7=$TJ/4%LX)8WC>X6+EN.IK>G**@X2(=[W,NY\
M%:[J7A76)IXX+?6;Z^2^2U1\QH4QA=WJ0#DU<:L8SCY*P6=A]YHGB/Q)9>(M
M0O=)6POKG3A86MJ9U<L Q8L6' R3^E)3C!Q2[W%9V9I^(/#VI2^'/#UQ8VZS
M:GHKPS"V9PHE*J R[N@/O[5,*BYY)[,JSLC(7PGXAU71?&*W]I#:7>KM%+;Q
MB4.H*C(4GZ@ FM'4BG&W0FS1:MM'U[4M&UT3Z!::09]/:U@M8O++22%3EBZC
MA2<  U+G&+7J.SL3:;X9U6V_X0+S;<+_ &3!(EWB0?(3$%&/7GTI2J1]^W4+
M,N?$C1-4UK1+&/1[9;FYMKZ*X\MI @(4-GD_45%"48-WZCDG8R];A\:^)_#.
MH65UH<%A(C1R1QQW8?[2 V60D?=R *N#IPDG<+.Q6M/"^LZC<^(/M.@P:/::
MII8@BCBE1O)=2P"D+QSG.1Q3=6,5'79BY66]!L/%=YKNE7FLZ/%8Q6%C+:G;
M<*Y=R%^;CH#BFYP46EWN%F5='\'ZW9^"/#>FS6B+=66KK=3IYBD+'O8DY[\$
M<4O:Q<V_(.5A?^&]>L]2U6QTG0K*=-0O/M,6JW C?R VW>I1@2<8./K0IQ=I
M-[ DT=-I&BWMGX\UO4I8E%G<V]O'$X(RQ12&X'2LY27(HC0_Q[H%WXB\+R6E
M@RK>Q2QSP[^ 64YP3V[TJ,_9RN$EH<S!I'B7Q!XTTO5]5T./3+2&WGMY46X6
M1OG0C=QZDX'TK52C"%EW%9B>&-#\1V5_H^GR:!8V-IINY;B_Q&[W2@83;QN4
MGJ314G%W=]PY6=5X4TFZTV#6$O80GVK4[BX09!W1N>#QZCM6=2=[6Z(:3.1T
M+P-KEA'XGA9E@\RU:RTN02#(C+.P/'W>6%:U*L7RV^9*3U(?#F@>);&_\+S/
MX8M[./30\%RRW*%Y=Z@&8XZ].G)YHG4IVDD]P2>AHQZ+XCTKP=86D&DVU^T=
M[,]W83,A$L3.Y&&;(!Y!I2G!RT*LTCJ_!]E+I_ABVMY=.&FL'E86@D#B(-*S
M 9''0BL:CO)L<=C=J!A0 4 9&FZX^IW#+%I-[';!W074C0^62C%3@!R_4'^&
MA:I/R3^\3=G9>A$OB6!_$.H:2D$C_8+=9I)$!8EC_ % R3C!_$4EK%R[.W]?
ME]Y3T:CWNRM#XHNKRPLY+'22]Y=--BVFG$>Q8VVL6;!YS@8QU/7'-5;;T3^^
MW]=-A=_6WY_Y&GJ=_?6=@D]KIRS/C=(LMP(EB4#)RV#SVX!&>X'-3)J%WT7]
M?UL$4Y6[LI6OB"ZU&X4:=I?G6P1#++).(V1G0.!MP<@ KDYR,\ U<HN+:[77
MW?IT$G=)]]?E>Q+I&L7UY=ZC!?6-O;BR*J9+>Y:968KN*\HN" 5]>M2VE#G]
M?P_JWR'9\W*B.TUC5[[3FO(='MXXW19;<SWFU7C/]["$JV,'&".>O6B5X+WM
M&M_Z_KY@K-^[K_7]6_0J#QB8M,T2XN; )<:M<+%'%',7"H6QYFXJ#C&T]!]X
M"JY??4/*_II>WZ$MVBY=G;UUM_P2WIOB,WVI"W>T6&"8RBVD\[<TGEMM?*8^
M7GIR<CKCI4QU7G9/Y,IZ/3O;YF]0 4 % !0 4 % !0 4 % !0 4 % !0 4 %
M !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !B@ H * #%%@# H ,
M4 % !0 4 % !@4 % !0 4 % !B@ Q0 4 %&P!0 4 % &!X;T+^S(Y)YOM*74
MDTQ*-=R/&%:5F!$>XH.,=!G]::T@HKLOOL+>3?FREH?A_5M*\22W%Q>6]S:R
MQ.6D6W*.SM)NP29#T]<8P *4/=BT_+\+W_/7U'/62DO/]+?E^&NYF:AX4GN+
M*QDN=*:^:WDNQ]F695_UDA9'.6 (& <=1G.,C%)WLE'?E2OV:7_#ZH::UOMS
M7]5K_P #<W+R*\.@Q:;=Z(VKH(EAGW21CS#M'S@,>1NZYP1C(!IU??D^72][
M>7;^EKY$TKTXJ[U_J_\ 6WF8-CX0OK'6;2XDMWGO=UN[ZAYXVQ!$59$P3DEM
MO4#D'DC J^9<[:VU^=UI^+O;;J*:O%)>7RUO^6ATNDV-Q::&T-S;.;B[FE>8
M*RDKO=CDG/( ('&3QTK*4>:FH>5OG;7\2TW&;GY_ALOP_JYS&E^%M1T[1-2L
M[2PDM'ELUM6)N%8W$N2&F!R<#:>,X/;' K1M2WV;6G9=?O\ QWW9*7)K'=)Z
M_P#I/W?<KFGK_AG4[C4;2[TVZMA% ;>-()+8L8E60,S!O,7T&1C)V@"B$K5.
M:75_HU^K^_R%*/[OE73_ #7^7]7)-.T#9XO;4AHPL?*$H:;S_,68N1@HN?D'
M4L,+\Q[]:F'NQ?I:W]=--/GHBIZM???Y6^_7\-SK* "@ H * "@ H * "@ H
M * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "
M@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * ,M->M7T1=5$<
MH@9P@7 W9W[.F<=??I1_+YV_$/YO*_X7O^1J4 % !0 4 % !0 4 % !0 4 %
M !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0
M4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 %
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M !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0
M4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 %
M!0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4
M % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !
M0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0 4
1% !0 4 % !0 4 % !0!__]D!

end
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>GRAPHIC
<SEQUENCE>10
<FILENAME>exhibit99-3x1x1.jpg
<DESCRIPTION>GRAPHIC
<TEXT>
begin 644 exhibit99-3x1x1.jpg
M_]C_X  02D9)1@ ! 0   0 !  #_VP!# ! +# X,"A .#0X2$1 3&"@:&!86
M&#$C)1TH.C,]/#DS.#= 2%Q.0$1713<X4&U15U]B9VAG/DUQ>7!D>%QE9V/_
MVP!# 1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C
M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P  1" !Q ,D# 2(  A$! Q$!_\0
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MHCF%5;V9Y68KB Y,<L9'<J5J>#6-1M_]7>3#V9L_SKTPCVJ&2TMI?]9;Q/\
M[R T<I?U^,OC@<-'XJU1.LL;_P"\@_I5F/QC?#_606[_ $!']:ZEM&TUNMC;
M_P#? J,Z!I1_Y<HOPS1:7<EU\-+>!AIXT/\ '8_E+_\ 6J0>-(L<V3_A(/\
M"M;_ (1[2O\ GS3\S_C0/#VDC_ER3\S_ (T[2(<\+_*_Z^9ECQI;][27_OH4
MI\9VW_/I+_WT*U1H&E#_ )<8OQ&:E32-.3[MC;_]^Q1[Q+GAOY7]YA_\)G"3
MA;*4_P# Q4B^)[B7_4:1._N"?\*Z&."&(8CB1 /[J@4\4[,AU*/2'XLPEO=?
MG&8M.@@!_P">KU-'!KLI'G7EK /2*,L?UK7Q2TR/:+I%+^O.Y3CL,$&>YGG8
M?WGVC\A@5; P,4M%!FVWN%%%% @I:2EH 2BBB@ HHHH **** "BBB@ HHHH
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M0#=S_P"/4 54\3Z>T4DA\U D:R@,F"Z,=H(_$CKCK4TNMP1,D9@N#,ZLXB5
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6%%% !1110 4444 %%%% !1110!__V0$!

end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
