<SEC-DOCUMENT>0001062993-19-001506.txt : 20190402
<SEC-HEADER>0001062993-19-001506.hdr.sgml : 20190402
<ACCEPTANCE-DATETIME>20190402060350
ACCESSION NUMBER:		0001062993-19-001506
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20190328
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Other Events
FILED AS OF DATE:		20190402
DATE AS OF CHANGE:		20190402

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:		19722691

	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>
</HEAD>
<BODY style="font-size:10pt;">
<HR noshade align="center" width=100% size=3 color="black">
<A name=page_1></A>
<P align=center><FONT size=5><B>UNITED STATES</B></FONT><BR><FONT
size=5><B>SECURITIES AND EXCHANGE COMMISSION</B></FONT><BR>Washington, D.C.
20549<BR></P>
<P align=center><FONT size=5><B>FORM 8-K</B></FONT></P>
<P align=center><B>CURRENT REPORT</B></P>
<P align=center><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): <U>March 28, 2019</U></P>
<P align=center><STRONG><FONT size=5><U>ENERGY FUELS INC.
</U></FONT><BR></STRONG>(Exact name of registrant as specified in its
charter)</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=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%">(IRS Employer Identification No.) </TD></TR>
  <TR vAlign=top>
    <TD align=center>incorporation) </TD>
    <TD align=left width="33%">&nbsp; </TD>
    <TD align=left width="33%">&nbsp; </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><U><B>225 Union Blvd., Suite 600 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><STRONG><U><STRONG>(303)
974-2140</STRONG></U><BR></STRONG>(Registrant&#146;s telephone number, including area
code)</P>
<P align=center><STRONG><U><STRONG>N/A</STRONG></U><BR></STRONG>(Former name or
former address, if changed since last report)</P>
<P align=justify>Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:</P>
<P align=justify>[&nbsp;&nbsp; ]&nbsp; Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)</P>
<P align=justify>[&nbsp;&nbsp; ]&nbsp; Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a -12)</P>
<P align=justify>[&nbsp;&nbsp; ]&nbsp; Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))</P>
<P align=justify>[&nbsp;&nbsp; ]&nbsp; Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))</P>
<P align=justify>Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (&#167;230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (&#167;240.12b -2
of this chapter).</P>
<P align=right>Emerging growth company [ X ]</P>
<P align=justify>If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. [&nbsp; &nbsp;]</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<A name=page_2></A>
<p align="justify"><b>Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.</b></p>
<p align="justify"><i>Mark Chalmers</i></p>
<p align="justify">On March 28, 2019, Energy Fuels Inc. (&ldquo;Energy Fuels&rdquo; or the &ldquo;Registrant&rdquo;) and Mr. Chalmers entered into an Employment Agreement (the &ldquo;Chalmers Agreement&rdquo;), effective March 28, 2019, which has a term of two years and will automatically renew for additional one year terms unless either party provides a notice not to renew at least 90 days prior to the end of the initial two-year term or any subsequent one-year term. Pursuant to the Chalmers Agreement, Mr. Chalmers will be paid an annual salary of US$400,000 (the &ldquo;Chalmers Base Salary&rdquo;), subject to review and increase at the discretion of the Registrant.</p>
<p align="justify">Mr. Chalmers is also entitled to receive benefits such as health insurance, vacation and other benefits consistent with the Registrant&rsquo;s benefit plans extended to other employees of the Registrant with similar position or level. In addition, Mr. Chalmers has a cash bonus opportunity during each calendar year with a target equal to 50% (the &ldquo;Chalmers Target Cash Bonus Percentage&rdquo;) of his Base Salary (the &ldquo;Chalmers Target Cash Bonus&rdquo;), in accordance with the Registrant&rsquo;s Short Term Incentive Plan, and an equity award opportunity during each calendar year with a target value equal to 100% (the &ldquo;Chalmers Target Equity Award Percentage&rdquo;) of his Base Salary (the &ldquo;Chalmers Target Equity Award&rdquo;), in accordance with the Registrant&rsquo;s Long Term Incentive Plan.</p>
<p align="justify">The Registrant may terminate the Chalmers Agreement for just cause, without just cause or in the event of a disability. Mr. Chalmers may terminate his employment for &ldquo;good reason&rdquo; upon occurrence of any of the following: (i) a material reduction or diminution in his level of responsibility or office; (ii) a reduction in the Chalmers Base Salary, Chalmers Target Cash Bonus Percentage or Chalmers Target Equity Award Percentage; or (iii) a proposed forced relocation to another geographic location greater than 50 miles from his current location at the time a move is requested after a change of control.</p>
<p align="justify">In the event Mr. Chalmers&rsquo; employment is terminated by the Registrant without just cause or upon a disability or by the Registrant giving a notice not to renew, or Mr. Chalmers elects to resign for good reason, or upon his death, he or his estate will be entitled to severance pay (the &ldquo;Chalmers Severance Amount&rdquo;) equal to two and ninety-nine one hundredths (2.99) times the sum of the Chalmers Base Salary and the Chalmers Target Cash Bonus for the full year in which the date of termination occurs.</p>
<p align="justify">Further, in the event that upon a change of control, Mr. Chalmers&rsquo; employment is terminated and/or the successor entity does not assume and agree to perform all of the Registrant&rsquo;s obligations under Mr. Chalmers&rsquo; employment agreement with the Registrant, then Mr. Chalmers&rsquo; employment will be deemed to have been terminated without just cause and Mr. Chalmers will be entitled to receive the same Chalmers Severance Amount as described above for a termination without just cause under the normal course. In addition, if Mr. Chalmers&rsquo; employment is terminated without just cause or for a disability, or Mr. Chalmers elects to resign for good reason, within 12 months after a change in control, then, in addition to the payment of the Chalmers Severance Amount described above, all of Mr. Chalmers&rsquo; unvested stock options and restricted stock units will automatically vest.</p>
<p align="justify">If Mr. Chalmers voluntarily retires from the Registrant at any time after the fifth anniversary of February 1, 2018, all of Mr. Chalmers&rsquo; unvested stock options and restricted stock units will automatically vest.</p>
<p align="justify">Mr. Chalmers is subject to non-solicitation provisions during the term of his employment agreement and for a period of 12-months after termination, under which Mr. Chalmers may not solicit any business from any customer, client or business relation of the Registrant, or hire or offer to hire or entice any officer, employee consultant or business relation away from the Registrant.<br></p>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>

<p align="justify">This  description of the material terms of the Chalmers Agreement does not purport to  be complete and is qualified in its entirety by reference to the Chalmers Agreement  which will be filed as an exhibit to the Registrant&rsquo;s Form 10-Q for the fiscal  quarter ended March 31, 2019.</p>
<p align="justify"><i>David C. Frydenlund</i></p>
<p align="justify">On  March 28, 2019, the Registrant and Mr. David C. Frydenlund entered into an  Employment Agreement (the &ldquo;Frydenlund Agreement&rdquo;), effective March 28, 2019,  which has a term of two years and will automatically renew for additional one  year terms unless either party provides a notice not to renew at least 90 days  prior to the end of the initial two-year term or any subsequent one-year term.  Pursuant to the Frydenlund Agreement, Mr. Frydenlund will be paid an annual  salary of US$287,116 (the &ldquo;Frydenlund Base Salary&rdquo;), subject to review and increase  at the discretion of the Registrant. Pursuant to the Frydenlund Agreement, Mr.  Frydenlund will act as Chief Financial Officer, General Counsel and Corporate  Secretary of the Registrant.</p>
<p align="justify">Mr.  Frydenlund is also entitled to receive benefits such as health insurance,  vacation and other benefits consistent with the Registrant&rsquo;s benefit plans  extended to other employees of the Registrant with similar position or level.  In addition, Mr. Frydenlund has a cash bonus opportunity during each calendar  year with a target equal to 40% (the &ldquo;Frydenlund Target Cash Bonus Percentage&rdquo;)  of his Base Salary (the &ldquo;Frydenlund Target Cash Bonus&rdquo;), in accordance with the  Registrant&rsquo;s Short Term Incentive Plan, and an equity award opportunity during  each calendar year with a target value equal to 80% (the &ldquo;Frydenlund Target  Equity Award Percentage&rdquo;) of his Base Salary (the &ldquo;Frydenlund Target Equity  Award&rdquo;), in accordance with the Registrant&rsquo;s Long Term Incentive Plan.</p>
<p align="justify">The  Registrant may terminate the Frydenlund Agreement for just cause, without just  cause or in the event of a disability. Mr. Frydenlund may terminate his  employment for &ldquo;good reason&rdquo; upon occurrence of any of the following: (i) a  material reduction or diminution in his level of responsibility or office,  provided that ceasing to be the Chief Financial Officer shall not constitute a  material reduction or diminution in his level of responsibility or office; (ii)  a reduction in the Frydenlund Base Salary, Frydenlund Target Cash Bonus  Percentage or Frydenlund Target Equity Award Percentage; or (iii) a proposed  forced relocation to another geographic location greater than 50 miles from his  current location at the time a move is requested after a change of control.</p>
<p align="justify">In  the event Mr. Frydenlund&rsquo;s employment is terminated by the Registrant without  just cause or upon a disability or by the Registrant giving a notice not to  renew the Frydenlund Agreement, or Mr. Frydenlund elects to resign for good  reason, or upon his death, he or his estate will be entitled to severance pay (the  &ldquo;Frydenlund Severance Amount&rdquo;) equal to two (2.0) times the sum of the  Frydenlund Base Salary and the Frydenlund Target Cash Bonus for the full year  in which the date of termination occurs.</p>
<p align="justify">Further,  in the event that upon a change of control, Mr. Frydenlund&rsquo;s employment is  terminated and/or the successor entity does not assume and agree to perform all  of the Registrant&rsquo;s obligations under Mr. Frydenlund&rsquo;s employment agreement  with the Registrant, then Mr. Frydenlund&rsquo;s employment will be deemed to have been  terminated without just cause and Mr. Frydenlund will be entitled to receive  the same Frydenlund Severance Amount as described above for a termination  without just cause under the normal course. In addition, if Mr. Frydenlund&rsquo;s  employment is terminated without just cause or for a disability, or Mr.  Frydenlund elects to resign for good reason, within 12 months after a change in  control, then, in addition to the payment of the Frydenlund Severance Amount  described above, all of Mr. Frydenlund&rsquo;s unvested stock options and restricted  stock units will automatically vest.</p>
<p align="justify">Mr.  Frydenlund is subject to non-solicitation provisions during the term of his  employment agreement and for a period of 12-months after termination, under  which Mr. Frydenlund may not solicit any business from any customer, client or  business relation of the Registrant, or hire or offer to hire or entice any  officer, employee consultant or business relation away from the Registrant.</p>
<p align="justify">In  addition to payment of the Frydenlund Severance Amount in the circumstances set  out above, in the event of any termination, the Registrant will reimburse all  direct costs associated with relocating Mr. Frydenlund and his family to  Canada, provided such relocation occurs within 14 months from the date of termination.  Such reimbursement will not apply to the extent the costs contemplated are paid  by another employer.</p>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>

<p align="justify">This  description of the material terms of the Frydenlund Agreement does not purport  to be complete and is qualified in its entirety by reference to the Frydenlund  Agreement which will be filed as an exhibit to the Registrant&rsquo;s Form 10-Q for  the fiscal quarter ended March 31, 2019.</p>
<p align="justify"><i>W. Paul Goranson</i></p>
<p align="justify">On  March 28, 2019, the Registrant and Mr. W. Paul Goranson entered into an  Employment Agreement (the &ldquo;Goranson Agreement&rdquo;), which has a term of two years  and will automatically renew for additional one year terms unless either party  provides a notice not to renew at least 90 days prior to the end of the initial  two-year term or any subsequent one-year term. Pursuant to the Goranson  Agreement, Mr. Goranson will be paid an annual salary of US$287,116 (the  &ldquo;Goranson Base Salary&rdquo;), subject to review and increase at the discretion of  the Registrant. Pursuant to the Goranson Agreement, Mr. Goranson will act as Chief  Operating Officer of the Registrant.</p>
<p align="justify">Mr.  Goranson is also entitled to receive benefits such as health insurance,  vacation and other benefits consistent with the Registrant&rsquo;s benefit plans  extended to other employees of the Registrant with similar position or level.  In addition, Mr. Goranson has a cash bonus opportunity during each calendar  year with a target equal to 40% (the &ldquo;Goranson Target Cash Bonus Percentage&rdquo;)  of his Base Salary (the &ldquo;Goranson Target Cash Bonus&rdquo;), in accordance with the  Registrant&rsquo;s Short Term Incentive Plan, and an equity award opportunity during  each calendar year with a target value equal to 80% (the &ldquo;Goranson Target  Equity Award Percentage&rdquo;) of his Base Salary (the &ldquo;Goranson Target Equity  Award&rdquo;), in accordance with the Registrant&rsquo;s Long Term Incentive Plan.</p>
<p align="justify">The  Registrant may terminate the Goranson Agreement for just cause, without just  cause or in the event of a disability. Mr. Goranson may terminate his  employment for &ldquo;good reason&rdquo; upon occurrence of any of the following: (i) a  material reduction or diminution in his level of responsibility or office; (ii)  a reduction in the Goranson Base Salary, Goranson Target Cash Bonus Percentage  or Goranson Target Equity Award Percentage; or (iii) a proposed forced relocation  to another geographic location greater than 50 miles from his current location  at the time a move is requested after a change of control.</p>
<p align="justify">In  the event Mr. Goranson&rsquo;s employment is terminated by the Registrant without  just cause or upon a disability or by the Registrant giving a notice not to  renew the Goranson Agreement, or Mr. Goranson elects to resign for good reason,  or upon his death, he or his estate will be entitled to severance pay (the  &ldquo;Goranson Severance Amount&rdquo;) equal to two (2.0) times the sum of the Goranson  Base Salary and the Goranson Target Cash Bonus for the full year in which the  date of termination occurs.</p>
<p align="justify">Further,  in the event that upon a change of control, Mr. Goranson&rsquo;s employment is  terminated and/or the successor entity does not assume and agree to perform all  of the Registrant&rsquo;s obligations under Mr. Goranson&rsquo;s employment agreement with  the Registrant, then Mr. Goranson&rsquo;s employment will be deemed to have been  terminated without just cause and Mr. Goranson will be entitled to receive the  same Goranson Severance Amount as described above for a termination without  just cause under the normal course. In addition, if Mr. Goranson&rsquo;s employment  is terminated without just cause or for a disability, or Mr. Goranson elects to  resign for good reason, within 12 months after a change in control, then, in  addition to the payment of the Goranson Severance Amount described above, all  of Mr. Goranson&rsquo;s unvested stock options and restricted stock units will  automatically vest.</p>
<p align="justify">Mr.  Goranson is subject to non-solicitation provisions during the term of his  employment agreement and for a period of 12-months after termination, under  which Mr. Goranson may not solicit any business from any customer, client or  business relation of the Registrant, or hire or offer to hire or entice any  officer, employee consultant or business relation away from the Registrant.</p>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>

<p align="justify">This  description of the material terms of the Goranson Agreement does not purport to  be complete and is qualified in its entirety by reference to the Goranson  Agreement which will be filed as an exhibit to the Registrant&rsquo;s Form 10-Q for  the fiscal quarter ended March 31, 2019.</p>
<p align="justify"><b>Item 8.01 Other Events.</b></p>
<p align="justify">Energy  Fuels announced on April 1, 2018, that it is currently producing vanadium  product from the pond solutions at its 100%-owned White Mesa Mill (the &ldquo;Mill&rdquo;),  the only conventional vanadium processing facility located in the United  States. The Registrant is currently selling this vanadium (as ferrovanadium) to  the steel industry, and it continues to pursue opportunities to sell portions  of this material to participants in both specialty chemical and aerospace  markets.</p>
<p align="justify">As  previously reported, the Registrant estimates that a total of up to four  million pounds of recoverable V2O5 could reside in the  Mill&rsquo;s pond solutions. This vanadium is currently being recovered at commercial  rates of approximately 150,000-160,000 pounds of V2O5 per  month and, as a result of expected seasonal influences, could increase to  approximately 200,000-225,000 pounds per month in the warmer, dryer months of  the year, settling back to current production rates in the winter months.  Average production rates, taking into account these expected seasonal  influences, are expected to be approximately 160,000-200,000 pounds per month  on an annualized basis. Conservatively allowing for the uncertainties  associated with a new project of this nature and the impacts of seasonal  influences as they unfold over the first full year of production, pond recovery  is expected to result in a total recovery over the life of the project of  approximately 2.5 million to 4.0 million pounds of V2O5,  subject to continued successful recovery and supportive market conditions. </p>
<p align="justify"><b><i>Cautionary Note Regarding Forward-Looking Statements:</i> </b><i>Certain information contained in this Form  8-K, including any information relating to: any expectations about pounds of  vanadium that may be recovered at the White Mesa Mill, including current and  expected rates of production and the total amount of vanadium expected to be  recovered from the Mill&rsquo;s pond solutions; and any other statements regarding  Energy Fuels&rsquo; future expectations, beliefs, goals or prospects; constitute  forward-looking information within the meaning of applicable securities  legislation (collectively, &quot;forward-looking statements&quot;). All  statements in this Form 8-K that are not statements of historical fact  (including statements containing the words &quot;expects&quot;, &quot;does not  expect&quot;, &quot;could&quot;, &quot;estimates&quot;, &quot;projects&quot;,  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&rsquo; 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; any expectations  about pounds of vanadium that may be recovered at the White Mesa Mill,  including current and expected rates of production and the total amount of  vanadium expected to be recovered from the Mill&rsquo;s pond solutions and other risk  factors as described in Energy Fuels&rsquo; most recent annual report on Form 10-K. Energy  Fuels assumes no obligation to update the information in this Form 8-K, except  as otherwise required by law. 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><b> </b></p>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<A name=page_3></A>
<P align=center><B>SIGNATURE</B></P>
<P align=justify>Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.</P>
<P style="MARGIN-LEFT: 50%" align=left><STRONG>ENERGY FUELS INC.
<BR></STRONG>(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>Date: April 2, 2019</TD>
    <TD align=left width="50%">By:&nbsp;&nbsp; <U><I>/s/ David C. Frydenlund
      </I></U></TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left
      width="50%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; David C.
      Frydenlund </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left
      width="50%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Chief
      Financial Officer, General Counsel, and Corporate Secretary
</TD></TR></TABLE><BR>
<HR align=center width="100%" color=black noShade SIZE=5>

</BODY>

</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
