ENERGY FUELS INC. and CIBC MELLON TRUST COMPANY WARRANT INDENTURE Providing for the Issue of Common Share Purchase Warrants Dated as of June 13, 2013Warrant Indenture • November 15th, 2013 • Energy Fuels Inc • Ontario
ENERGY FUELS INC., a corporation existing under the laws of Ontario and having its registered office in the City of Toronto, in the Province of Ontario
UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2013 • Energy Fuels Inc • Ontario
Dundee Securities Ltd. (“Dundee”), Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation (together with Dundee, the “Underwriters”) hereby offer to purchase, severally and not jointly, from Energy Fuels Inc. (the “Corporation”) (with the right to substitute purchasers), and the Corporation agrees to issue and sell to the Underwriters, 35,715,000 units of the Corporation (the “Units”) at price of Cdn.$0.14 or US$0.135 per Unit (the “Offering Price”), subject to the Liability Reduction (as defined herein). Each Unit consists of one common share in the capital of the Corporation (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one additional Common Share (a “Warrant Share”) at a price of Cdn.$0.19 at any time prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date (as defined herein). The offering of the Units by
CONVERTIBLE DEBENTURE INDENTURE DATED AS OF THE 24TH DAY OF JULY, 2012 BETWEEN ENERGY FUELS INC. AND BNY TRUST COMPANY OF CANADA PROVIDING FOR THE ISSUE OF DEBENTURESConvertible Debenture Indenture • November 15th, 2013 • Energy Fuels Inc
ENERGY FUELS INC., a corporation existing under the laws of Ontario and having its head office in Toronto, in the Province of Ontario (hereinafter called “ENERGY FUELS” or the “Corporation”)
ARRANGEMENT AGREEMENT between ENERGY FUELS INC. - and - DENISON MINES CORP. May 23, 2012Arrangement Agreement • November 15th, 2013 • Energy Fuels Inc • Ontario
NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), THE PARTIES AGREE AS FOLLOWS:
SUPPORT AGREEMENTSupport Agreement • November 15th, 2013 • Energy Fuels Inc • Ontario
Pursuant to the terms and subject to the conditions of a business combination agreement dated as of December 5, 2011 (the “Combination Agreement”), between Energy Fuels Inc. (“EFI”) and Titan Uranium Inc. (“Titan”, and collectively with EFI, the “Corporations”), EFI will acquire all of the issued and outstanding common shares of Titan (“Titan Common Shares”) by way of a plan of arrangement (the “Arrangement”) and, upon the completion of the Arrangement, the holders of Titan Common Shares (each a “Titan Shareholder”) shall receive 0.68 common shares of EFI for each Titan Common Share held.
UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2013 • Energy Fuels Inc • Ontario
Based upon and subject to the terms and conditions set out in this agreement (the “Underwriting Agreement”), Dundee Securities Ltd. (“Dundee”), Scotia Capital Inc. (“Scotia”, and together with Dundee, the “Lead Underwriters”), National Bank Financial Inc., Haywood Securities Inc. and Versant Partners Inc. (together with the Lead Underwriters, the “Underwriters”) hereby offer to purchase from Energy Fuels Inc. (the “Corporation”), and the Corporation hereby agrees to sell to the Underwriters, 22,000 floating-rate convertible unsecured subordinated debentures (each an “Purchased Debenture” and collectively, the “Purchased Debentures”) with a principal amount of $1,000 per Purchased Debenture, for aggregate gross proceeds to the Corporation of $22,000,000. Each Purchased Debenture will be convertible into Common Shares (as hereinafter defined) at the option of the holder at a conversion price of $0.30 per Common Share, subject to adjustment in certain events, representing a ratio of appro
AGENCY AGREEMENTAgency Agreement • November 15th, 2013 • Energy Fuels Inc • Ontario
BUSINESS COMBINATION AGREEMENT between ENERGY FUELS INC. - and - TITAN URANIUM INC. December 5, 2011Business Combination Agreement • November 15th, 2013 • Energy Fuels Inc • Ontario
NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), THE PARTIES AGREE AS FOLLOWS:
ENERGY FUELS INC. - and - DUNDEE SECURITIES LTD. - and – CIBC MELLON TRUST COMPANY SUBSCRIPTION RECEIPT AGREEMENT Providing for the Issue of up to 35,500,500 Subscription Receipts June 21, 2012Subscription Receipt Agreement • November 15th, 2013 • Energy Fuels Inc • Ontario
WHEREAS the Corporation proposes to issue and sell up to 35,500,500 Subscription Receipts (as hereinafter defined) to be constituted and issued as herein provided;
ARRANGEMENT AGREEMENT DATED for reference the 11th day of June, 2013. BETWEEN:Arrangement Agreement • November 15th, 2013 • Energy Fuels Inc • Ontario
ENERGY FUELS INC., a company duly organized under the laws of Ontario and having an office at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6
LOAN AGREEMENTLoan Agreement • November 15th, 2013 • Energy Fuels Inc • Wyoming
This Loan Agreement (“Agreement”) is made and entered into this 5th day of December 2011 by and between TITAN URANIUM USA INC., a Nevada corporation (“Borrower”), and ENERGY FUELS INC., a corporation organized under the laws of the Province of Ontario, Canada (“Lender”).
