ENERGY FUELS INC. (NASDAQ:FCEL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On December 23, 2016, the Company entered into a Controlled
Equity Offering^SM Sales Agreement (the Sales
Agreement) with Cantor Fitzgerald Co. (Cantor) to which the
Company may sell from time to time, at its option, up to an
aggregate of $20,000,000 of the Companys common shares, through
Cantor, as sales agent (the ATM Offering). to the Sales
Agreement, sales of the common shares, if any, will be made under
the Companys previously filed Registration Statement on Form S-3
(File No. 333-210782), by any method that is deemed to be an at
the market offering as defined in Rule 415(a)(4) under the
Securities Act of 1933, as amended (the Securities Act).

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 Companys 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.

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 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.

The Company is not obligated to make any sales of common shares
under the Sales Agreement. The offering of common shares 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 notice.

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.

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.

Item 8.01 Other Events.

The Company released an updated Preliminary Economic Assessment
(the PEA) today, which has been prepared in accordance with
National Instrument 43-101 Standards of Disclosure for Mineral
Projects (NI 43-101), for its 50%-owned Roca Honda Project (Roca
Honda).

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 Hondas
proximity to the Companys 50%-owned White Mesa Mill, the uranium
to be mined at the project is expected to be trucked to the
Companys 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.

The new PEA primarily reflects an update to the Roca Hondas
ownership status based on: (i) the Companys acquisition of
4,580-acres of adjacent properties in August of 2015, and (ii)
the Companys acquisition of the 40% ownership interest of the
Companys former joint venture partner in May of 2016, thereby
increasing the Companys ownership in the Project to 50%.

The PEA is entitled Technical Report on the Roca Honda Project,
McKinley County, State of New Mexico, USA 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 Companys profile at www.sedar.com.

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
reclamation) are expected to total $13.88 per pound of uranium.

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_{O 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%
eUO containing 11.2 million pounds of
uranium.}

_{As previously disclosed in the Companys 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 todays 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.}

_{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 Companys 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.}

_{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% UO, 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.}

_{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 at-the-market
program (ATM). Concurrently, the Company has entered into a sales
agreement with Cantor Fitzgerald Co. 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 (SEC) and is available on the SECs website at
www.sec.gov. Copies of the prospectus supplement and the
accompanying base prospectus relating to this offering, when
available, may be obtained from Cantor Fitzgerald Co., Attention:
Equity Capital Markets, 110 East 59th Street, New York, New York,
10022, telephone: (212) 829-7122.}

_{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: (i) to continue to finance the evaluation of the
high-grade uranium and copper mineralization and the previously
announced shaft-sinking at the Companys Canyon mine project in
Arizona; (ii) to fund wellfield construction at the Companys
Nichols Ranch ISR Project in Wyoming, as market conditions
warrant; (iii) to continue permitting of the Companys 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.}

_{Cautionary Note Regarding Forward-Looking
Statements: 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 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 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 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
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.}

_{Cautionary note to United States investors
concerning estimates of measured, indicated and inferred
resources. 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 (CIM) 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
resource does not equate to the term reserve under SEC Industry
Guide 7. 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 Inferred
Mineral Resource 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
Cautionary Note to United States Investors Concerning Disclosure
of Mineral Resources in the Companys Annual Report on Form 10-K
dated March 15, 2016 for further details.}

_{Item 9.01. Exhibits.}

About ENERGY FUELS INC. (NASDAQ:FCEL)

FuelCell Energy, Inc. is an integrated fuel cell company. The Company designs, manufactures, sells, installs, operates and services stationary fuel cell power plants for distributed power generation. The Company’s segment is fuel cell power plant production and research. The Company’s power plants provide on-site power and utility grid support. The Company’s plants operate in approximately 50 locations on approximately three continents and generate approximately four billion kilowatt hours (kWh) of electricity. The Company’s fuel cell products, Direct FuelCell (DFC) power plants offer power generation for customers, including approximately 2.8 megawatts DFC3000, approximately 1.4 megawatts DFC1500 and approximately 300 kilowatts DFC300 plus derivations of the DFC product for specific applications. The Company offers project development; engineering procurement and construction (EPC) services operations and maintenance, and project finance.

ENERGY FUELS INC. (NASDAQ:FCEL) Recent Trading Information

ENERGY FUELS INC. (NASDAQ:FCEL) closed its last trading session up +0.05 at 2.00 with 366,000 shares trading hands.