<SEC-DOCUMENT>0001062993-18-003166.txt : 20180807
<SEC-HEADER>0001062993-18-003166.hdr.sgml : 20180807
<ACCEPTANCE-DATETIME>20180807165712
ACCESSION NUMBER:		0001062993-18-003166
CONFORMED SUBMISSION TYPE:	8-A12B
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20180807
DATE AS OF CHANGE:		20180807

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-A12B
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36204
		FILM NUMBER:		18998845

	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-A12B
<SEQUENCE>1
<FILENAME>form8a12b.htm
<DESCRIPTION>8-A12B
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   <TITLE>Energy Fuels Inc. - Form 8-A 12-B - Filed by newsfilecorp.com</TITLE>
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<P align=center><B><FONT size=5>UNITED STATES </FONT></B><BR><B><FONT
size=5>SECURITIES AND EXCHANGE COMMISSION </FONT></B><BR>Washington, D.C. 20549
</P>
<P align=center><B><FONT size=5>FORM 8-A </FONT></B></P>
<P align=center><B>FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
</B><BR><B>PURSUANT TO SECTION 12(b) OR (g) OF THE </B><BR><B>SECURITIES
EXCHANGE ACT OF 1934 </B><BR></P>
<P align=center><B><U><FONT size=5>ENERGY FUELS INC.</FONT></U></B><B>
</B><BR>(Exact name of registrant as specified in its charter) </P>
<TABLE
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  <TR vAlign=top>
    <TD align=center><B><U>Ontario, Canada </U></B></TD>
    <TD align=center width="50%"><B><U>98-1067994 </U></B></TD></TR>
  <TR vAlign=top>
    <TD align=center>(State or other jurisdiction of incorporation or
      organization) </TD>
    <TD align=center width="50%">(I.R.S. Employer Identification No.)
  </TD></TR>
  <TR vAlign=top>
    <TD align=center>&nbsp;</TD>
    <TD align=center width="50%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center><B><U>225 Union Blvd., Suite 600, Lakewood, Colorado
      </U></B> </TD>
    <TD align=center width="50%"><B><U>80228 </U></B>
  </TD></TR>
  <TR vAlign=top>
    <TD align=center>(Address of principal executive offices) </TD>
    <TD align=center width="50%">(Zip Code)
  </TD></TR></TABLE><BR>
<P align=justify>Securities to be registered pursuant to Section 12(b) of the
Act: </P>
<TABLE
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cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=center>Title of each class </TD>
    <TD align=center width="50%">Name of each exchange on which </TD></TR>
  <TR vAlign=top>
    <TD align=center>to be so registered </TD>
    <TD align=center width="50%">each class is to be registered </TD></TR>
  <TR>
    <TD align=center>&nbsp; </TD>
    <TD align=center width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=center><B><U>Common Shares, no par value </U></B></TD>
    <TD align=center width="50%"><B><U>NYSE American LLC
</U></B></TD></TR></TABLE>
<P align=justify>If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box.[X] </P>
<P align=justify>If this form relates to the registration of a class of
securities pursuant Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), please check the following box.[&nbsp; &nbsp;]
</P>
<P align=justify>Securities Act registration statement file number to which this
form relates: ________________________________ (if applicable) </P>
<P align=justify>Securities to be registered pursuant to Section 12(g) of the
Act: </P>
<P align=center><B><U>None</U> </B><BR>(Title of Class) <BR></P>
<P align=center>__________________<BR>(Title of Class) </P>
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<P align=center><B>INFORMATION REQUIRED IN REGISTRATION STATEMENT </B></P>
<P align=justify><B>Item 1. Description of Registrant&#146;s Securities to be
Registered. </B></P>
<P align=justify>Energy Fuels Inc. (the &#147;<B>Registrant</B>&#148;) hereby incorporates
by reference the description of its Common Shares to be registered hereunder
contained in the Registration Statement on Form 40-F, as filed with the SEC on
November 15, 2013. </P>
<P align=justify>On May 30, 2018, the shareholders of the Registrant voted to
approve an amended and restated shareholder rights plan agreement dated March
29, 2018 (the &#147;<B>Amended SRP Agreement</B>&#148; or the &#147;<B>Rights Plan</B>&#148;). The
Amended SRP Agreement amends and restates the shareholder rights plan, which was
originally dated February 3, 2009. Terms not defined herein have the meaning set
forth in the Amended SRP Agreement. </P>
<P align=justify><U>Summary of the Rights Plan</U></P>
<P align=justify>The following is a summary of the principal terms of the
Amended SRP Agreement, which is qualified in its entirety by reference to the
text of the Amended SRP Agreement, which is included as Exhibit 4.1 hereto and
is incorporated by reference herein. </P>
<P align=justify><I>Term</I></P>
<P align=justify>The Rights Plan will terminate as of 5:00 p.m. (Toronto time)
on the date of the Registrant&#146;s annual meeting of shareholders held in 2021, at
which time the Rights will expire, unless prior to that date, the Rights are
terminated, redeemed, or exchanged by the Board. </P>
<P align=justify><I>Issue of Rights</I></P>
<P align=justify>To implement the Rights Plan, the Board authorized the issuance
of share purchase rights (&#147;<B>Rights</B>&#148;) to the shareholders of the Registrant
at the rate of one Right for each EFI Common Share outstanding as at 5:00 p.m.
(Toronto time) on February 3, 2009 (the &#147;<B>Record Time</B>&#148;). In addition, one
Right has been and will be issued with each Common Share issued after the Record
Time and prior to the earlier of the Separation Time (as defined below) and the
redemption or expiration of the Rights.</P>
<P align=justify><I>Rights Exercise Privilege</I></P>
<P align=justify>The Rights will trigger (i.e. separate from the Common Shares)
(the &#147;<B>Separation Time</B>&#148;) and will become exercisable 10 Business Days
after a person (an &#147;<B>Acquiring Person</B>&#148;) becomes the beneficial owner of
20% or more of, or commences or announces a takeover bid for, the Registrant&#146;s
outstanding Common Shares, other than by an acquisition pursuant to a Permitted
Bid or a Competing Permitted Bid (each as defined below) or pursuant to certain
other transactions as described in the Rights Plan. The acquisition by an
Acquiring Person of 20% or more of the Common Shares is referred to as a
&#147;Flip-in Event.&#148;</P>
<P align=justify>Any Rights held by an Acquiring Person will become void upon
the occurrence of a Flip-in Event. By making any takeover bid other than a
Permitted Bid or a Competing Permitted Bid prohibitively expensive for an
Acquiring Person, the Rights Plan is designed to require any person interested
in acquiring more that 20% of the Common Shares to do so by way of a Permitted
Bid or Competing Permitted Bid or to make a takeover bid which the Board
considers to represent the full and fair value of the Common Shares. </P>
<P align=justify>Prior to the rights being triggered, they will have no value
and no dilutive effect on the Common Shares. </P>
<P align=justify><I>Flip-In Event</I></P>
<P align=justify>A Flip-in Event is triggered in the event that a transaction
occurs pursuant to which a person becomes an Acquiring Person. Upon the
occurrence of a Flip-in Event, each Right (except for Rights beneficially owned
by the Acquiring Person and certain other persons specified below) shall
thereafter constitute the right to purchase from the Registrant upon exercise thereof in accordance with the terms of the Rights Plan that
number of Common Shares having an aggregate Market Price (as defined in the
Rights Plan) on the date of the consummation or occurrence of such Flip-in Event
equal to twice the Exercise Price (as defined in the Rights Plan as Cdn.$10.00,
but currently Cdn.$500.00 after adjusting for the Consolidation) for an amount
in cash equal to the Exercise Price. Accordingly, if one assumes a market price
of Cdn.$2.00 per share, each Right allows a shareholder to purchase 500 Common
Shares for Cdn.$500.00, effectively allowing the exercising holders of Rights to
acquire the Common Shares at a 50% discount to the then prevailing market price
and, based on an assumed market price of Cdn.$2.00 per Common Share, resulting
in the issue of 500 Common Shares for each Right, thus creating substantial
dilution.
</P>
<P align=center>2 </P>
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<P align=justify>The Rights Plan provides that, upon the occurrence of a Flip-in
Event, Rights that are beneficially owned by: (i) an Acquiring Person or any
affiliate or associate of an Acquiring Person, or any Person acting jointly or
in concert with an Acquiring Person, or any affiliate or associate of such
Acquiring Person; or (ii) a transferee or other successor in title of Rights of
an Acquiring Person (or an affiliate or associate of an Acquiring Person or of
any person acting jointly or in concert with an Acquiring Person) who becomes a
transferee or successor in title concurrently with or subsequent to the
Acquiring Person becoming an Acquiring Person; shall become null and void
without any further action and any holder of such Rights (including transferees
or successors in title) shall not have any right whatsoever to exercise such
Rights under any provision of the Rights Plan. </P>
<P align=justify><I>Acquiring Person</I></P>
<P align=justify>An Acquiring Person is a person who &#147;Beneficially Owns&#148; (as
defined in the Rights Plan) 20% or more of the Common Shares. An Acquiring
Person does not, however, include the Registrant or any subsidiary of the
Registrant, or any person who becomes the Beneficial Owner of 20% or more of the
outstanding Common Shares as a result of Permitted Bids, Competing Permitted
Bids and certain other exempt transactions. </P>
<P align=justify><I>Permitted Bids and Competing Permitted Bids</I></P>
<P align=justify>A &#147;<B>Permitted Bid</B>&#148; is a takeover bid made by takeover bid
circular in compliance with the following additional provisions: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>The Bid must be made to all holders of record of Common
      Shares;</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify>The bid must be open for a minimum of 105 days following
      the date that the bid circular is sent to shareholders, or such shorter
      period as may be permitted under National Instrument 62-104 &#150; <I>Take-Over
      Bids and Issuer Bids </I>adopted by the Canadian securities regulatory
      authorities (&#147;<B>NI 62-104</B>&#148;) in certain circumstances, and no Common
      Shares may be taken up prior to completion of such period;</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify>Take-up and payment for the Common Shares may not occur
      unless the bid is accepted by persons holding more than fifty percent
      (50%) of the outstanding Common Shares, exclusive of Common Shares held by
      the person responsible for triggering the Flip-in Event or any person who
      has announced a current intention to make, or who is making, a takeover
      bid for the Common Shares and the respective affiliates and associates of
      such persons and persons acting jointly or in concert with such
      persons;</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify>Common Shares may be deposited into or withdrawn from the
      bid at any time prior to the take-up date; and</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">(e) </TD>
    <TD>
      <P align=justify>If the bid is accepted by the requisite percentage
      specified in (c) above, the bidder must extend the bid for a period of 10
      business days to allow other shareholders to tender into the bid should
      they so choose and must make a public announcement to such
  effect.</P></TD></TR></TABLE>
<P align=justify>A &#147;<B>Competing Permitted Bid</B>&#148; is a takeover bid that
satisfies all of the criteria of a Permitted Bid except that since it is made
after a Permitted Bid has been made, the minimum deposit period and the time
period for the take-up of and payment for Common Shares tendered under a
Competing Permitted Bid is not less than the time period required under NI
62-104 and the earliest date on which Common Shares may be taken up under the
prior Permitted Bid then in existence. </P>
<P align=justify>Neither a Permitted Bid nor a Competing Permitted Bid need be
approved by the Board and may be taken directly to the shareholders of the
Registrant. Acquisitions of Common Shares of the Registrant made pursuant to a
Permitted Bid or a Competing Permitted Bid do not give rise to a Flip-in Event.
</P>
<P align=center>3 </P>
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<P align=justify><I>Lock-up Agreements</I></P>
<P align=justify>A &#147;<B>Lock-Up Agreement</B>&#148; is an agreement between an Offeror
(as defined in the Rights Plan) and a person (the &#147;locked-up person&#148;) whereby
the locked-up person agrees to deposit or tender Common Shares to the Offeror&#146;s
takeover bid. Common Shares which are subject to a lock-up agreement will be
considered to be beneficially owned by the Offeror, unless the lock-up agreement
is a &#147;<B>Permitted Lock-up Agreement</B>&#148; as defined in the Amended SRP
Agreement, being a lock-up agreement which permits the locked-up person to
withdraw its Common Shares from the lock-up agreement in order to tender or
deposit the Common Shares to another takeover bid or to support another
transaction, where (i) the price per Common Share offered under the other bid or
transaction exceeds by a specified percentage (which may not exceed 7%) the
price per Common Share offered under the Offeror&#146;s take-over bid, or (ii) the
number of Common Shares to be purchased under the other bid or transaction
exceeds by a specified percentage (which may not exceed 7%) the number of Common
Shares proposed to be purchased by the Offeror and the price per Common Share
offered in such alternative bid or transaction is not less than the price
contained in or proposed to be contained in the offer to be made pursuant to the
lock-up agreement.</P>
<P align=justify><I>Certificates and Transferability</I></P>
<P align=justify>Prior to separation, the Rights will be evidenced by the Common
Share certificates and will not be transferable separately from the Common
Shares. Common Share certificates do not need to be exchanged to entitle a
shareholder to these Rights. A legend referring to the Rights Plan will be
placed on all new share certificates for Common Shares issued by the Registrant
following the Effective Date. From and after separation, the Rights will be
evidenced by Rights certificates and will be transferable and traded separately
from the Common Shares. </P>
<P align=justify><I>Redemption and Waiver</I></P>
<P align=justify>The Board may, at any time prior to the occurrence of a Flip-in
Event, and subject to shareholder approval, elect to redeem all but not less
than all of the Rights at a redemption price, after adjusting for the
Consolidation, of Cdn.$0.0005 per Right (the &#147;<B>Redemption Price</B>&#148;), which
has been adjusted to take into account the Consolidation, and which may be
further appropriately adjusted in certain events in the future. Rights will be
deemed to automatically be redeemed at the Redemption Price where a person who
has made a Permitted Bid, a Competing Permitted Bid or a takeover bid otherwise
exempted by the Board, takes up and pays for the Common Shares under the terms
of the bid. If the Board elects or is deemed to have elected to redeem the
Rights, the right to exercise the Rights will terminate and each Right will,
after redemption, be null and void and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price. Under the Rights Plan, the
Board has discretion to waive application of the Rights Plan to a takeover bid
made by way of a takeover bid circular, subject to an automatic waiver with
respect to all other takeover bids made while the waived takeover bid is
outstanding. The Board may also waive the application of the Rights Plan to a
Flip-in Event which occurs through inadvertence, subject to the &#147;inadvertent&#148;
Acquiring Person reducing its holding of the Common Shares within an agreed upon
time. Other waivers of the Rights Plan will require shareholder approval. </P>
<P align=justify><I>Amendment</I></P>
<P align=justify>The Rights Plan provides that prior to ratification by
shareholders, the Board may in its sole discretion supplement or amend the
Rights Plan. Once the Rights Plan has been ratified by the shareholders,
however, any amendments or supplements to the terms of the Rights Plan (other
than for clerical errors or to maintain the Rights Plan&#146;s validity and
effectiveness as a result of changes in applicable legislation or regulatory
requirements) will require prior shareholder approval. Changes arising from
changes in applicable legislation will require subsequent shareholder
ratification. </P>
<P align=justify><B>Item 2. Exhibits. </B></P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
See Index to Exhibits. </P>
<P align=center>4 </P>
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<P align=center><B>SIGNATURE </B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized. </P>
<P align=justify>Dated: August 7, 2018 </P>
<P style="MARGIN-LEFT: 50%" align=justify><B>ENERGY FUELS INC. </B></P>
<TABLE
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  <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/ David C. Frydenlund &nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="45%" >Name: David C. Frydenlund </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="45%" >Title: Chief Financial Officer,
      General Counsel and Corporate Secretary </TD></TR>
  </TABLE>
<P align=center>5 </P>
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<P align=justify><B>Exhibit Index </B></P>
<TABLE
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  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 2px solid" align=left>Exhibit No. </TD>
    <TD align=left width="2%" >&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 2px solid" align=left width="88%"
    >Description </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="2%" >&nbsp;</TD>
    <TD width="88%" >&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee>
      <P align=justify>
      <a href="http://www.sec.gov/Archives/edgar/data/1385849/000106299318002459/exhibit4-1.htm">4.1</a> </P></TD>
    <TD align=left width="2%"  bgColor=#eeeeee></TD>
    <TD align=left width="88%" bgColor=#eeeeee >
      <P align=justify>
      <a href="http://www.sec.gov/Archives/edgar/data/1385849/000106299318002459/exhibit4-1.htm">Amended and Restated Shareholder Rights Plan Agreement,
      dated March 29, 2018, between Energy Fuels Inc. and AST Trust Company
      (Canada) (incorporated by reference from Exhibit 4.1 of the Registrant&#146;s
      Current Report on Form 8-K filed with the Commission on June 1, 2018) </a>
    </P></TD></TR></TABLE>
<P align=center>6 </P>
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