SecProbe.io

Mail Stop 3561
July 28, 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
Response dated July 26, 2016
  File No.  022-29022

Dear Mr. Frydenlund:

We have reviewed your response  and have the following 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 believe 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 th ese comments, we may have additional comments.   Unless we note otherwise, our
references to prior comments are to comments in our July 18, 2016, letter.

General

1. We note in the response to comment 1 that “the Company does not believe that the
Amendments constitute an offer or sale of a new security under Section 2(a)(3) of the
Securities Act of 1933.”  The Management Information Circular states, however, that the
Company is “relying on Section 3(a)(9) of the U.S. Securities Act to exempt the
exchange of t he existing Debentures for the Amended Debentures pursuant to the
Debenture Amendments from the registration requirements of the U.S. Securities Act”
and the T -3 states that the Company “structured the exchange that may be deemed to
occur upon the completion o f the Consent Solicitation and the amendment of the Original
Indenture and Debentures to be exempt from registration under the Securities Act of
1933, as amended (the “Securities Act”), pursuant to the provisions of Section 3(a)(9).”
The amendments appear  to propose fundamental changes -- including an extension of the

David Frydenlund
Energy Fuels  Inc.
July 28, 2016
Page 2

 maturity date -- to the nature of an investment in the debentures.  Section 3(a)(9) of the
Securities Act appears to have been cited in recognition of the fact the amendments to the
debenture s could be viewed as resulting in the issuance of a new security.  Please provide
us with additional analysis as to whether Rule 13e -4 applies to protect the investment
decision that ultimately results in “the exchange that may be deemed to occur upon the
completion of the Consent Solicitation and the amendment of the Original Indenture and
Debentures.”

2. We note that you issued a press release on June 17, 2016 , announcing that the company
was considering seeking amendments to the terms of its convertible debentures.  You
filed the Form T -3 for the qualification of the indenture on July 11, 2016.  Please provide
us your analysis, with a view to disclosure, whethe r the solicitation of the exchange offer
commenced prior to the date the Form T -3 was filed.  See Section 303(2) and Section
306(c) of the Trust Indenture Act.

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