Energy Fuels : Asset Purchase Agreement (Form 8-K)

Other Events.

On July 14, 2021, Energy Fuels Inc. (the 'Corporation'), entered into an asset purchase agreement (the 'Purchase Agreement') with International Consolidated Uranium Inc. ('CUR') and certain wholly owned subsidiaries of the Corporation (collectively, the 'EF Parties'). Pursuant to the Purchase Agreement, CUR will acquire the Tony M, the Daneros and Rim Mines in Utah, as well as the Sage Plain property and eight U.S. Department of Energy leases in Colorado (the 'Transaction'), for the following consideration:

-the payment of US$2.0 million in cash, payable on closing of the Transaction;

-the issuance of that number of CUR shares that results in the Corporation holding 19.9% of the outstanding CUR common shares immediately after closing of the Transaction;

-the payment of Cdn$3.0 million in cash on or before the 18-month anniversary of closing of the Transaction;

-the payment of an additional Cdn$3.0 million in cash on or before the 36-month anniversary of closing of the Transaction; and

-the payment of up to Cdn$5.0 million in contingent cash payments tied to achieving commercial production at the Tony M, Daneros and Rim mines.

The Purchase Agreement contains customary representations, warranties and covenants made by the parties thereto, including a provision for the return of the assets to the Corporation in the event that CUR does not make the deferred cash payments as described above.

Closing of the Transaction is subject to satisfaction of certain closing conditions including, among other things, CUR receiving approval of the TSX Venture Exchange. In connection with the closing of the Transaction, the Corporation will enter into an investor rights agreement and certain EF Parties will enter into toll-milling, operating and production payment agreements with CUR.

Under the investor rights agreement, for so long as the Corporation's equity ownership in CUR remains at or above 10%, it will be entitled to equity participation rights to maintain its pro rata equity ownership in CUR and to appoint one nominee to the CUR Board of Directors. On closing of the Transaction, it is expected that the Corporation will nominate Mark Chalmers, its current President and CEO, to the CUR Board of Directors.

Under the toll-milling agreement the EF Parties will toll-mill ore mined from the projects at the White Mesa Mill, subject to payment by CUR of a toll-milling fee and certain other terms and conditions.

Under the operating agreements, the EF Parties will provide ongoing services for a fee to maintain the acquired uranium projects in Utah and Colorado in good standing, as well as additional services as agreed to by the parties.

The foregoing description of the Purchase Agreement and the related ancillary documents does not purport to be a complete description of the rights and obligations of the parties thereunder.

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