SecProbe.io

Mail Stop 3561
July 18, 2016

Via E -mail
David C. Frydenlund
Senior Vice President, General Counsel and Corporate Secretary
Energy Fuels Resources (USA) Inc.
225 Union Boulevard, Suite  600
Lakewood, Colorado 80228

Re: Energy Fuels Inc.
  Application f or Qualification of Indenture on Form T-3
Filed  July 11, 2016
  File No.  022-29022

Dear Mr. Frydenlund:

We have limited our review of your application to those issues we have addressed in our
comments.  In  some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your application and providing the requested
information .  If you do not believ e our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your application and the information you provide in
response to these  comments, we may have  additional comments.

General

1. Please advise us what consideration has b een given to the application  of Rule 13e -4 with
respect to the  exchange transaction.  We note that the d ebentures are convertible into
shares of your common stock.

2. Please  advise us what consideration has b een given to the application  of Rule 13e -4 with
respect to the Change of Control Purchase Offer  under Section 2.5(k) and the Put Right
under Section 2.5(l) of the Amended Indenture.  We note that the Put Date pertaining to
the Put Right is defined within the Amended Indenture as June 30, 2017.  Please consider
this in your response with respect to the notice requirements under Rule 13e -4(e).

David Frydenlund
Energy Fuels  Inc.
July 18, 2016
Page 2

 Form T -1

3. Please file a statement of eligibility  on Form T -1 as an exhibit to the Form T -3 to qualify
BNY Trust Company of Canada as trustee or advise as to why you believe that the Form
T-1 is not applicable for this trustee.  Also make corresponding revisions to your Form
T-3 disclosures, including th e exhibit list.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Trust Indenture Act of 1939
and all applicable Tr ust Indenture Act rules requi re.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending application,  please provide a written statement from the company acknowledging
that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does no t relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commissio n or any person under the federal
securities laws of the United States.

Please refer to Section 307 of the Trust Indenture Act of 1939 and the rules thereunder
regarding requests for  acceleration .  We will consider a written request for acceleration of th e
effective date of the application  as confirmation of the fact that those requesting acceleration are
aware of their respective responsibilities under the Trust Indenture Act of 1939,  the Securities
Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed offering of
the securities specified in the above application .  Please allow adequate time  for us to review any
amendment prior to the requested effective dat e of the application.

David Frydenlund
Energy Fuels  Inc.
July 18, 2016
Page 3

Please contact Kathleen Suellentrop  at (202) 551 -4256 or Brigitte Lippmann  at (202)
551-3713 with any questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Richard Raymer, Esq.
Dorsey & Whitney LLP