Date: Aug 17, 2018
Item 3.02 Unregistered Sales of Equity Securities
On August 14, 2018, Energy Fuels Inc. (the “Company”) completed the transactions contemplated by the Asset Purchase Agreement, dated June 22, 2018, among the Company, Excalibur Industries (“Excalibur”) and EFR Services LLC (“EFR”). The Company acquired royalties in the Company’s Nichols Ranch in situ recovery project in Wyoming, as well as royalties on several operating, standby and advanced-stage in situ recovery projects in Wyoming owned and operated by Power Resources, Inc., a wholly-owned subsidiary of Cameco Corporation (collectively, the “Royalties”).
As consideration for the Royalties, the Company issued to Excalibur 1,102,840 common shares of the Company, of which 107,221 common shares are being held in escrow and will be released on February 14, 2019, subject to adjustments. The common shares were issued to an exemption from registration under Section 4(a)(2) of the United States Securities Act of 1933, as amended and under an exemption under the applicable state securities laws.
The Company also paid $22,971.23 in cash to Excalibur, which was based on the aggregate amount payable to Excalibur and its subsidiaries to the Royalties as of August 14, 2018 and based on certain closing adjustments.
