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   Energy Fuels Inc.: CORRESP - Filed by newsfilecorp.com

    July 26, 2016

    Mr. John Reynolds

    Assistant Director

    Office of Beverages, Apparel and Mining

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:
    Responses to the Securities and Exchange
      Commission

    Staff Comments dated July 18, 2016
      regarding

    Energy Fuels Inc.

    Application for Qualification of Indenture
      on Form T -3

    File No. 022-29022

Dear Mr. Reynolds:

This letter responds to the comments of the staff (the
“Staff”) of the United States Securities and Exchange Commission (the
“Commission”) set forth in the July 18, 2016 letter (the “Comment
Letter”) regarding the above-referenced Application for Qualification of
Indenture on Form T-3 (the “Form T-3”) of Energy Fuels Inc. (“the
Company”). For your convenience, the Staff’s comments are included below
and we have numbered our responses accordingly.

Our response is as follows:

Staff Comment No. 1.

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

The Company’s Response No. 1:

Based on the following analysis, the Company concluded that the
consent solicitation with respect to the Amendments (as hereinafter defined) to
its Convertible Debenture Indenture dated as of July 24, 2012 (the
“Indenture”) between the Company and BNY Trust Company of Canada, as
trustee (the “Trustee”) (filed as Exhibit 99.66 to the Company’s Form
40-F Registration Statement filed with the United States Securities and Exchange
Commission on November 15, 2013), pursuant to which the Company’s Floating Rate
Convertible Unsecured Subordinated Debentures Due 2017 (the “Debentures”)
are issued and governed, should not constitute an issuer tender offer subject to
Rule 13e-4 promulgated under the Exchange Act of 1934, as amended (the
“Exchange Act”).

Mr. John Reynolds

July 26, 2016
Page 2

    I.

      Summary of Relevant Facts

The Company seeks to amend the Indenture and the Debentures in
order to, among other things, extend the maturity date of the Debentures, reduce
the conversation price of the Debentures, add a redemption provision with a
premium redemption payment, add a put right and add a co-trustee eligible for
qualification under the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”) (collectively, the “Amendments”), which Amendments
are explained in further detail in the Company’s Management Information Circular
filed as Exhibit T3E1 to the Form T-3 (the “Circular”).

The Indenture provides procedures for the Company to seek the
consent of the Debentureholders with respect to the Amendments. Specifically,
the Indenture provides that the Company may call a meeting of Debentureholders
at which the Debentureholders, by approval of an Extraordinary Resolution may,
among other things, authorize the Trustee to extend the time for payment of
principal on the Debentures, sanction any modification of the rights of the
Debentureholders against the Company, assent to any modification of or change in
or addition to or omission from the provisions contained in the Indenture, and
appoint a new trustee or trustees. Pursuant to the Indenture, an Extraordinary
Resolution may be approved at a meeting of Debentureholders at which the holders
of not less than 25% of the principal amount of the Debentures then outstanding
are present in person or by proxy and passed by the favorable votes of the
holders of not less than 66⅔% of the principal amount of the Debentures. In
effect, Debentureholders representing as low as 16⅔% of the aggregate principal
amount of Debentures may approve an Extraordinary Resolution at a meeting of
Debentureholders if the minimum amount of principal is voted. The Indenture also
provides a mechanism for approval of an Extraordinary Resolution without a
meeting of Debentureholders. Pursuant to the Indenture, an Extraordinary
Resolution so approved shall be binding upon all Debentureholders.

Pursuant to these provisions, the Company called a meeting of
Debentureholders scheduled for August 4, 2016 (the “Meeting”) in order to
approve an Extraordinary Resolution which approves the Amendments. A copy of the
Extraordinary Resolution is included as an exhibit to the Circular. Upon
approval of the Extraordinary Resolution, the Amendments will be implemented
pursuant to the Amended and Restated Convertible Debenture Indenture (the
“Amended Indenture”) to be entered into among the Company, the Trustee
and The Bank of New York Mellon, as U.S. trustee (the “U.S. Trustee”),
substantially in the form attached as exhibit T3C to the Form T-3 and which is
included as an exhibit to the Circular. In addition, the Company will replace
all of the Debentures (through CDS Clearing and Depository Services Inc. in
Canada (“CDS”), the depository for the Debentures) with revised
instruments that reflect the Amendments (the “Amended Debentures”). The
Company intends to pay a consent fee to Debentureholders who provide timely
consents for the approval of the Extraordinary Resolution, which consent fee is
explained in more detail in the Circular.

    II.

      Tender Offer Analysis

Whether the consent solicitation with respect to the Amendments
constitutes an issuer tender offer within the meaning of Rule 13e-4 depends on
whether the Company is making a tender offer for its equity securities. The
Debentures constitute equity securities of the Company because they are
convertible into common shares of the Company.

Prior to calling the Meeting, the Company undertook an analysis
to determine that the approval of the Extraordinary Resolution and the
implementation of the Amendments would not constitute an issuer tender offer. The Company is not soliciting the
purchase or exchange of the Debentures. The Company is calling the Meeting in
accordance with the procedures established by the Indenture and soliciting the
consent of the Debentureholders for the approval of the Extraordinary Resolution
which approves the Amendments. Pursuant to the Indenture, the consent of as low
as 16⅔% of the aggregate principal amount of Debentures is required to approve
the Extraordinary Resolution at the Meeting if the minimum amount of principal
is voted. The requirements set forth in the Indenture for amending the Indenture
are not analogous to a typical issuer tender offer whereby certain holders can
tender or exchange their securities while others can choose not to. The Company
believes the process described above should be viewed similar to a meeting of
equity holders in connection with a recapitalization or meeting of target
shareholders in connection with a merger. Neither is considered a tender offer,
and the Company is of the view that the Meeting and the approval of the
Extraordinary Resolution which approves the Amendments should be similarly
viewed.

Mr. John Reynolds

July 26, 2016
Page 3

The term “tender offer” is not defined in the Exchange Act. We
note that the courts and the Staff generally look to eight factors, first
outlined in 1979 in Wellman v. Dickinson (475 F. Supp. 783 (S.D.N.Y.
1979)). The eight factors, as described in Hanson Trust PLC v. SCM Corp.
(774 F.2d 47 (2d Cir. 1985), are: (i) whether there is an active and
widespread solicitation of public security holders; (ii) whether the
solicitation is made for a substantial percentage of the issuer’s securities;
(iii) whether the offer is made at a premium over the prevailing market price;
(iv) whether the terms of the offer are firm rather than negotiable; (v) whether
the offer is contingent upon the tender of a fixed number of securities; (vi)
whether the offer is open for only a limited period of time; (vii) whether the
offerees are subjected to pressure to sell; and (viii) whether the public
announcement of a purchasing program precede or accompany a rapid accumulation
of large amounts of the target company’s securities.

Each of the eight factors are discussed and analyzed below:

    (i)

      Whether there is an active and widespread solicitation
      of public security holders.

The Company is not soliciting the purchase or exchange of the
Debentures. The Company is calling the Meeting of all Debentureholders in
accordance with the procedures established by the Indenture and soliciting the
consent of the Debentureholders for the approval of the Extraordinary Resolution
which approves the Amendments. Pursuant to the Indenture, the consent of as low
as 16⅔% of the aggregate principal amount of Debentures is required to approve
the Extraordinary Resolution at the Meeting if the minimum amount of principal
is voted. The notice of the Meeting, the Circular and the Extraordinary
Resolution were mailed to each Debentureholder in accordance with the procedures
established by the Indenture.

    (ii)

      Whether the solicitation is made for a substantial
      percentage of the issuer’s securities.

The Company is not soliciting or offering to purchase or
exchange the Debentures. The Company is calling the Meeting in accordance with
the procedures established by the Indenture and soliciting the consent of the
Debentureholders for the approval of the Extraordinary Resolution which approves
the Amendments. The notice of the Meeting, the Circular and the Extraordinary
Resolution were mailed to each Debentureholder in accordance with the procedures
established by the Indenture. Each Debentureholder has the right to participate
in the Meeting, however, the consent of Debentureholders representing as low as
16⅔% of the aggregate principal amount of Debentures is required to approve
the Extraordinary Resolution at the Meeting if the minimum amount of principal
is voted.

Mr. John Reynolds

July 26, 2016
Page 4

    (iii)

      Whether the offer is made at a premium over the
      prevailing market price.

The Company is not soliciting or offering to purchase or
exchange the Debentures. Pursuant to the consent solicitation, the Company is
seeking approval of the Extraordinary Resolution which approves the Amendments.
If the Staff is concerned about whether the Amended Debentures are being
“offered” at a premium, the Company notes that the Debentures are thinly traded
and, when traded, sold at a discount to par. Without an established, liquid
market for the Debentures it is difficult to conclusively state whether the
Debentureholders would be deemed to receive a premium in excess of the current
market price for the Debentures by virtue of the Amendments and the consent fee.
However, the Company negotiated with certain sophisticated, institutional
Debentureholders in establishing the terms of the Amendments and the amount of
the consent fee. Assuming that one indication of market value is the amount of
consideration that fully-informed parties in a negotiated, arms’ length
transaction would be willing to accept for the Debentures, then the
Debentureholders will receive market value. It is the Company’s view that the
Amendments and the consent fee agreed to through negotiation reflect the value
of the extension of the maturity date.

    (iv)

      Whether the terms of the offer are firm rather than
      negotiable.

The Company negotiated with certain sophisticated,
institutional Debentureholders in establishing the terms of the Amendments and
the amount of the consent fee. If the Extraordinary Resolution is not approved,
then the Amendments will not be implemented. In such circumstances, the Company
could revise the terms of the Amendments and call another meeting to consider
such revised Amendments.

    (v)

      Whether the offer is contingent upon the tender of a
      fixed minimum and perhaps subject to the ceiling of a fixed maximum number
      of securities to be purchased.

The Company is not seeking to purchase or exchange the
Debentures. Pursuant to the Indenture, the consent of Debentureholders
representing as low as 16⅔% of the aggregate principal amount of Debentures is
required to approve the Extraordinary Resolution at the Meeting if the minimum
amount of principal is voted. Pursuant to the Indenture, an Extraordinary
Resolution so approved shall be binding upon all Debentureholders.

    (vi)

      Whether the offer is open for only a limited period of
      time.

Debentureholders can vote in person or by proxy at the Meeting
with respect to the Amendments. If the Extraordinary Resolution is not approved,
then the Amendments will not be implemented. In such circumstances, the Company
could revise the terms of the Amendments and call another meeting to consider
such revised Amendments. If the Meeting quorum requirements are not satisfied,
the Company can postpone the Meeting which would extend the period that
Debentureholders can vote.

Mr. John Reynolds

July 26, 2016
Page 5

    (vii)
    Whether the offerees are subjected to
      pressure to sell.

The Debentureholders were not subject to pressure to sell. The
Debentureholders were not threatened with any loss of value if they were to
reject the Extraordinary Resolution as they would simply continue to hold the
Debentures and corresponding rights under the Indenture.

    (viii)

      Whether the public announcements of a purchasing
      program precede or accompany a rapid accumulation of large amounts of the
      target company’s securities.

The Company has not acquired any of the Debentures through open
market repurchases or otherwise. The implementation of the Amendments does not
necessitate that the Company reduce the aggregate principal amount of
outstanding Debentures. All Debentures will be amended if the Amendments are
approved and implemented through the execution of the Amended Indenture.

Based on the Company’s review of the eight factor test above,
the Company does not believe that an issuer tender offer is present. The strict
provisions that the Company is relying on with respect to the Amendments are set
out in the Indenture, and if the Extraordinary Resolution is approved, all
Debentureholders will be subject to the Amended Indenture and all
Debentureholders will receive Amended Debentures. In addition, 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, as amended, in that the
Amendments are made in accordance with the terms of the Indenture. The Company
is soliciting consents in a manner contractually agreed upon by the
Debentureholders at the time they made their investment decision to acquire the
Debentures. The Debentureholders knowingly acquired their Debentures subject to
the rights of the Company to effect changes in the manner now proposed.

The Company elected to conduct the consent solicitation and
implementation of the Amendments in compliance with Section 3(a)(9) of the
Securities Act and file a Form T-3 with the Commission in order to qualify the
Amended Indenture under the Trust Indenture Act as required pursuant to a true
exchange offer under Section 3(a)(9).

Staff Comment No. 2.

Please advise us what consideration has been 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).

The Company’s Response No. 2:

In response to the Staff’s comment, the
Company proposes to add the following language to the Amended Indenture with
respect to the Change of Control Purchase Offer under Section 2.5(k) and the Put
Right under Section 2.5(l):

The Company shall comply with the requirements of
Rule 13e-4 under the 1934 Act and any other securities laws and r