8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 3, 2022

ENERGY FUELS INC.
(Exact name of registrant as specified in its charter)

Canada	001-36204	98-1067994
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

225 Union Blvd.,
Suite 600
Lakewood, Colorado, United States 80228
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (303) 974-2140

Not Applicable
(Former name or former address, if changed since last report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Shares	UUUU	NYSE American
Common Shares	EFR	Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

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. ☐

Item 8.01 Other Events.

Energy Fuels Inc. (the "Company") has filed a prospectus supplement (the "ATM Prospectus Supplement") to its effective U.S. registration statement on Form S-3 (File No. 333-253666) in connection with its Controlled Equity Offering^SM Sales Agreement with Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, dated May 6, 2019. Pursuant to the ATM Prospectus Supplement, the Company may, at its discretion from time to time, sell up to an additional $50 million of common shares under its "at the market" program.

Item 9.01. Exhibits.

Exhibit	Description
5.1	Legal Opinion of Borden Ladner Gervais LLP with respect to the ATM Prospectus Supplement
23.1	Consent of Borden Ladner Gervais LLP with respect to the ATM Prospectus Supplement (contained in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

ENERGY FUELS INC.
(Registrant)

Dated: January 3, 2022 By: /s/ David C. Frydenlund
David C. Frydenlund
Chief Financial Officer, General Counsel
and Corporate Secretary

EX-5.1

Borden Ladner Gervais LLP
Bay Adelaide Centre, East Tower
22 Adelaide Street West
Toronto, ON, Canada M5H 4E3
T 416.367.6000
F 416.367.6749
blg.com

January 3, 2022

Energy Fuels Inc.

225 Union Blvd, Suite 600

Lakewood, CO

80228

Dear Sirs/Mesdames:

Re: Energy Fuels Inc. - Controlled Equity Offering of Common Shares

We have acted as Ontario counsel to Energy Fuels Inc. (the "Company").  We refer to (i) the Company's registration statement on Form S-3 (the "Registration Statement") declared effective on March 18, 2021 by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), including the Base Prospectus included therein (the "Base Prospectus") and (ii) the prospectus supplement to the Base Prospectus, dated January 3, 2022 filed with the SEC under Rule 424(b) under the Securities Act relating to common shares of the Company ("Common Shares") to be sold by the Agents (as defined below) in the United States (the "Prospectus Supplement", and together with the Base Prospectus, the "Prospectus").

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$50,000,000 of Common Shares (the "Shares") by the Company pursuant to the terms of a Controlled Equity Offering^SM sales agreement dated May 6, 2019 (the "Sales Agreement") between the Company and Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC as agents (collectively, the "Agents").

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.

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.

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.

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.

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.  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 "Legal Matters" 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.

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.

Very truly yours,

/s/ Borden Ladner Gervais LLP

2

XML

Document and Entity Information Document	Jan. 03, 2022
Document Information [Line Items]
Document Type	8-K
Document Creation Date	Jan. 03, 2022
Document Period End Date	Jan. 03, 2022
Amendment Flag	false
Entity Registrant Name	Energy Fuels Inc.
Entity Address, Address Line One	225 Union Blvd.,
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Lakewood
Entity Address, State or Province	CO
Entity Address, Country	US
Entity Address, Postal Zip Code	80228
Entity Incorporation, State Country Name	Z4
City Area Code	303
Local Phone Number	974-2140
Entity File Number	001-36204
Entity Central Index Key	0001385849
Entity Emerging Growth Company	false
Entity Tax Identification Number	98-1067994
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
New York Stock Exchange [Member] | Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Shares
Trading Symbol	UUUU
Security Exchange Name	NYSEAMER
Toronto Stock Exchange [Member] | Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Shares
Trading Symbol	EFR