Attached files
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EX-99.1 - EXHIBIT 99.1 - ENERGY FUELS INC | exhibit99-1.htm |
EX-4.1 - EXHIBIT 4.1 - ENERGY FUELS INC | exhibit4-1.htm |
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): September 20, 2016
ENERGY FUELS INC.
(Exact name of registrant as specified in its charter)
Ontario | 001-36204 | 98-1067994 |
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
incorporation) | Identification No.) |
225 Union Blvd., Suite 600 | |
Lakewood, Colorado | 80228 |
(Address of principal executive offices) | (Zip Code) |
(303) 974-2140
(Registrants telephone number,
including area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K 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))
Item 1.01 Entry into a Material Definitive Agreement.
On September 20, 2016, Energy Fuels Inc. (the Registrant) entered into a warrant indenture (the Warrant Indenture) between the Registrant, CST Trust Company and American Stock Transfer & Trust Company, LLC, as warrant agents. Under the terms of the Warrant Indenture, each whole common share purchase warrant (each a Warrant and collectively, the Warrants) entitles the holder to purchase one share of the Registrants common shares issuable upon the exercise of the Warrant (each a Warrant Share and collectively, the Warrant Shares) at a price of $2.45 per Warrant Share. The Warrants will be exercisable at any time prior to 5:00 p.m. (Toronto time) on September 20, 2021 (the Expiry Time). After the Expiry Time, the Warrants will expire and become null and void. The exercise price for the Warrants is payable in United States dollars, however, the Warrants may be exercisable by cashless exercise if the Warrant Shares are not registered pursuant to an effective registration statement under the Securities Act of 1933, as amended.
The Warrant Indenture provides for an adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain events, including: (i) the issuance of the Registrants common shares or securities exchangeable for or convertible into the Registrants common shares to all or substantially all of the holders of the Registrants common shares as a stock dividend or other distribution (other than a distribution of the Registrants common shares upon the exercise of Warrants); (ii) the subdivision, redivision or change of the Registrants common shares into a greater number of shares; (iii) the reduction, combination or consolidation of the Registrants common shares into a lesser number of shares; (iv) the issuance to all or substantially all of the holders of the Registrants common shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase the Registrants common shares, or securities exchangeable for or convertible into the Registrants common shares, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the current market price, as defined in the Warrant Indenture, for the Registrants common shares on such record date; and (v) the issuance or distribution to all or substantially all of the holders of the common shares of shares of any class other than the Registrants common shares, rights, options or warrants to acquire the Registrants common shares or securities exchangeable or convertible into the Registrants common shares, of evidences of indebtedness, or any property or other assets.
The Warrant Indenture also permits, in certain circumstances, Warrant holders to participate in a rights offering or participate in a special distribution to the same extent that such Warrant holder would have participated therein if the Warrant holder had held the number of Warrant Shares acquirable upon complete exercise of the Warrant holders Warrants then held.
The Warrant Indenture also provides that the Registrant will use its commercially reasonable efforts to maintain the registration statement or another registration statement relating to the Warrant Shares following the closing date (provided, however, that nothing shall prevent the Registrants amalgamation, arrangement, merger or sale, including any take-over bid, and any associated delisting or deregistration or ceasing to be a reporting issuer, provided that, so long as the Warrants are still outstanding and represent a right to acquire securities of the acquiring company, the acquiring company shall assume the Registrants obligations under the Warrant Indenture).
The foregoing summary of certain provisions of the Warrant Indenture is qualified in its entirety by reference to the Warrant Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
On September 20, 2016, Energy Fuels Inc. issued a press release attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
4.1 | |
99.1 |
SIGNATURES
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.
ENERGY FUELS INC. | |
(Registrant) | |
Dated: September 20, 2016 | By: /s/ David C. Frydenlund |
David C. Frydenlund | |
Senior Vice President, General Counsel and Corporate Secretary |