Item 1.01. Entry into a Material Definitive Agreement.

On May 19, 2022 Energy Fuels Inc. (the "Company") entered into a mineral rights purchase agreement (the "Purchase Agreement") with G-4 Esmeralda LTDA. (the "Seller") pursuant to which it will acquire sixteen mineral concessions prospective for heavy mineral sands including ilmenite, rutile, zircon and monazite, which together with a separate agreement with another party to acquire one nearby mineral concession, will total seventeen mineral concessions between the towns of Prado and Caravelas in the State of Bahia, Brazil totaling 15,089.71 hectares (approximately 37,300 acres or 58.3 square miles) (the "Bahia Project").

Under the terms of the Purchase Agreement, on closing the Company will enter into mineral rights transfer agreements with the Seller to acquire the sixteen mineral sand concessions (the "Transfer Agreements"). Total consideration under the Purchase Agreement is US$27 million consisting of (i) US$2.7 million due within ten working days of signing the Purchase Agreement, (ii) US$2.7 million due thirty days after the commencement of the Company's ninety day due diligence period and (iii) US$21.6 million due at closing.

The Transaction is subject to a ninety-day due diligence period and the Company's satisfaction of its due diligence investigations. Closing is expected to occur following the due diligence period. The Purchase Agreement and Transfer Agreements contain other customary terms, representations, warranties, covenants and conditions for a transaction of this nature.

The Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the material terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.

Item 9.01 Exhibits.



Exhibit   Description
  10.1#     Mineral Rights Purchase Agreement by and between G-4 Esmeralda LTDA
          and Energy Fuels Inc.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

# Certain schedules and exhibits have been omitted in compliance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon its request.


                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses