SecProbe.io

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<TEXT>
 July 8, 2025

Nathan R. Bennett
Chief Financial Officer
Energy Fuels Inc.
225 Union Blvd., Suite 600
Lakewood, Colorado 80228

 Re: Energy Fuels Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 26, 2025
 File No. 001-36204
Dear Nathan R. Bennett:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

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

 June 30, 2025
 VIA EDGAR
 Division of Corporation Finance
 Office of International Corporate Finance
 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549
 Attn: John Coleman, Yolanda Guobadia, and Karl Hiller
 Re:   Responses to the Securities and Exchange Commission Staff Comments dated June 17, 2025,   regarding Energy Fuels Inc. Form 10-K for the Fiscal Year ended December 31, 2024   Filed February 26, 2025   File No. 001-36204
 Dear Sirs and Madams:
 This letter responds to the written comments from the staff (the " Staff ") of the Securities and Exchange Commission (the " SEC ") set forth in the June 17, 2025 letter regarding the above-referenced Form 10-K for the Fiscal Year ended December 31, 2024 (File No. 001-36204) (the " 10-K ") of Energy Fuels Inc. (" Energy Fuels ", the " Company ", " we ," or " our ,") filed with the SEC on February 26, 2025.
 For your convenience, the Staff's comments are included below, and we have numbered our responses accordingly.
 Our responses are as follows:
 Form 10-K for the Fiscal Year ended December 31, 2024
 Description of Properties, page 74
 Staff Comment No. 1.
 We note that you have included tabulations of mineral resources and reserves on pages 80, 83, 154, 155, 163, and 164, pertaining to the Toliara and Donald projects, which you indicate are based on JORC guidelines and do not conform to the U.S. requirements in Item 1300 of Regulation S-K.
 However, the mineral property disclosures that you provide in the annual report must conform to Subpart 1300 of Regulation S-K, and disclosures of mineral resources and reserves must be supported by a technical report summary that conforms to the requirements in Item 601(b)(96) of Regulation S-K.
 Please revise as necessary to adhere to these requirements; you may refer to Items 1301(b) and 1302(a)(1) and (b)(1) and (b)(2)(i) of Regulation S-K if you require further clarification or guidance pertaining to these requirements.
 Energy Fuels' Response :
 We acknowledge that, subject to Item 1304(h) of Regulation S-K, estimates of mineral resources or mineral reserves that are presented in a 10-K must comply with Subpart 1300.
 We note that Item 1304(h) permits a registrant to include "one or more estimates of the quantity, grade, or metal or mineral content of a deposit or exploration results that a registrant has not verified as a current estimate of mineral resources, mineral reserves, or exploration results, and which was prepared before the registrant acquired, or entered into an agreement to acquire, an interest in the property that contains the deposit" (a " Non-Compliant Estimate ") in a filing that "pertains to a merger, acquisition or business combination if the registrant is unable to update the estimate prior to the completion of the relevant transaction".  In that event, the registrant must disclose the source and date of the Non-Compliant Estimate, and state that a qualified person has not done sufficient work to classify the Non-Compliant Estimate as a current estimate of mineral resources, mineral reserves or exploration results and that the registrant is not treating the Non-Compliant Estimate as a current estimate of mineral resources, mineral reserves or exploration results.

 We understand that the Staff has provided verbal guidance, including to our counsel prior to our filing of the 10-K, to the effect that a registrant may rely on Item 1304(h) for filings that pertain directly to an acquisition, as well as other filings following the completion of the acquisition, if the registrant has been making reasonable efforts to update the Non-Compliant Estimate but has not been able to update the estimate prior to the relevant filing.
 The Company acquired the Toliara Project on October 2, 2024, through its acquisition of Base Resources. The Company acquired its initial interest in the Donald Project on September 25, 2024, when the Donald Project JV was established and the Company earned an initial 3.21% interest in the Donald Project through a joint venture agreement.  For purposes of this response, each of the Toliara Project and the Donald Project is referred to as an " Acquired Project ", and collectively they are referred to as the " Acquired Projects ").
 At the time that the Company acquired each Acquired Project, each Acquired Project had a JORC feasibility study containing estimates of the Acquired Project's mineral resources and mineral estimates. In addition, the Toliara Project had a JORC pre-feasibility study detailing the mineral estimates associated with monazite along with the economics of producing monazite as a saleable product for the Project. In each case, the study was prepared by a third party, without the Company's involvement, and was commissioned and completed prior to the Company acquiring any interest in, or entering into any agreement contemplating its acquisition of any interest in, the relevant Acquired Project.
 Since the acquisition of the Acquired Projects, the Company has been working toward updating and revising the feasibility studies to publish a Subpart 1300 technical report summary for each Acquired Project.  The Company was not able to complete such studies by the filing date of the 10-K, which was only five months after the Company's acquisition of its initial interest in the Donald Project, and less than five months after its acquisition of the Toliara Project.  Accordingly, we presented in the 10-K the pre-existing and previously published Non-Compliant Estimates from the JORC feasibility studies in reliance upon Item 1304(h) of Regulation S-K.  In presenting such disclosure, we disclosed the source and date of the Non-Compliant Estimates, that a qualified person had not done sufficient work to classify the Non-Compliant Estimates as a current estimate of mineral resources or mineral reserves, and that the Company was not treating the Non-Compliant Estimates as a current estimate of mineral resources or mineral reserves.  Further, we noted that each Acquired Project had no mineral resources or mineral reserves for purposes of Subpart 1300 of Regulation S-K and, accordingly, each was an exploration stage property for purposes of Subpart 1300.
 The process of updating the feasibility studies for both the Acquired Projects remains ongoing. The Company currently anticipates that the Subpart 1300 compliant report for the Toliara Project will be completed in the third quarter of 2025, and the Subpart 1300 compliant report for the Donald Project will be completed in the second half of 2025. The Company intends to update the market when each updated report is completed, and to use these reports and their updated, Subpart 1300 compliant estimates as the basis for disclosures in the Company's Form 10-K for the fiscal year ending December 31, 2025 (the " Next 10-K "). The Company will not present any Non-Compliant Estimates for the Acquired Projects in the Next 10-K.
 Management's Discussion and Analysis Operations Update and Outlook for 2025, page 187
 Staff Comment No. 2.
 We note your disclosure on page 20 regarding the Kwale mining operation acquired along with Base Resources Limited during the fourth quarter of 2024, explaining that mining concluded as the ore reserves were depleted by the end of the year, while specifying the related quantities of ilmenite, rutile, and zircon that were sold and which generated $39.87 million in revenues during the fourth quarter (which exceeded total revenues for first nine months of the year, prior to the acquisition). You also indicate that processing concluded in January 2025, and that all remaining product stockpiles are expected to be sold during the first quarter of 2025.

 However, we see that you have comparatively limited disclosure in the last paragraph on page 188, in terms of revenue details, and do not mention the non-recurring nature of these revenues in your discussion and analysis of consolidated or segment revenues on pages 196 and 200. We also see that you have similarly limited your discussion and analysis of revenues in the first quarter interim report, and in disclosures pertaining to the heavy mineral sands segment on page 42, under the heading Sales Update and Outlook for 2025, where you mention the quantities of minerals sold and revenues, which represented about 92% of the total for the period, though also without providing commentary on the outlook or non-recurring nature of this activity.
 Item 303(a) and (b) of Regulation S-K require that you focus on matters that are "reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition." For example, this would include providing "descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely...to have a material impact on future operations," which would generally encompass the cessation of a material revenue generating activity. When financial statements reflect material changes in one or more line items, and when there are material offsetting changes within a line item, these also require that you "describe the underlying reasons for such changes in quantitative and qualitative terms."
 Please modify your discussion and analysis of revenues as necessary to adhere to these requirements; the extent to which revenues are derived from recurring and nonrecurring sources, along with the reasons for the irregularity that has been characteristic of your revenue sources, should be apparent from these disclosures.
 Energy Fuels' Response :
 We acknowledge the Staff's comment and respectfully advise the Staff that, in future filings, the Company will include appropriate additional disclosures regarding revenue derived from recurring and non-recurring sources, along with the reasons for the irregularity of the revenue sources. To illustrate, below is an example of how we are planning to disclose such impacts in our upcoming filings (revisions to our disclosure currently on pg. 43 of our Form 10-Q for the quarterly period ended March 31, 2025 are underlined):
 " The Company's finished HMS products to date were mined from its Kwale Project, which the Company acquired from Base Resources on October 2, 2024. Mining at the Kwale Project commenced in 2013 and concluded at the end of December 2024 with the lower grade HMS produced at the end of the Kwale mine life. Processing activities concluded in early January 2025, and the sale of the remaining product stockpiles was substantially completed during the first quarter of 2025. As the lower grade HMS are more costly to produce, the Company did not realize a gross profit related to its HMS sales during the first quarter of 2025 .
 During the three months ended March 31, 2025, the Company sold 12,852 tonnes of ilmenite, 6,836 tonnes of rutile and 1,429 tonnes of zircon and low-grade products for total sales of $15.54 million.
 The Company expects approximately $0.25 million to $0.30 million of HMS sales during the second quarter of 2025. The Company does not expect further HMS sales during the second half of 2025 or until such time its other HMS properties are in production, if at all ."
 Known Trends or Uncertainties, page 195
 Staff Comment No. 3
 We note your disclosure explaining that you are not aware of any trends or uncertainties that have had, or that are reasonably likely to have, a material impact on revenues or income except for several matters, which appear to be generally external to the company, including activity in uranium markets, U.S. government laws and programs, and mineral price volatility, though also including an uncertainty about initiatives the company may undertake which may or may not be successful.
 Given the significance of the temporary financial activity associated with your recent acquisition, in relation to that of your uranium mining operations, the disclosures that you provide under this heading do not appear to be sufficiently responsive to Item 303(b)(2)(i) and (ii) of Regulation S-K, as to the requirements to describe unusual or infrequent events or transactions, and significant economic changes that materially affected the amount of reported income from continuing operations, including known trends or uncertainties that have had, or that are reasonably likely to have, a material impact on revenues or income from continuing operations.

 Please expand your disclosures to provide appropriate quantification and clarification in this regard; also refer to Sections III.B.3 and 4 of the Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations (Release Nos. 33-8350; 34-48960; FR-72), pertaining to the discussion and analysis of known trends, demands, commitments, events and uncertainties, which relates to disclosures required under Item 303 of Regulation S-K, regarding the objective of providing information about the quality and potential variability of earnings and cash flow, along with the underlying reasons, implications, interrelationships, and relative significance of associated matters, so that readers can ascertain the likelihood that past performance is indicative of future performance.
 You may view the aforementioned guidance at the following address:
 https://www.sec.gov/rules-regulations/2003/12/commission-guidance-regardingmanagements-
 discussion-analysis-financial-condition-results-operations
 Energy Fuels' Response :
 We acknowledge the Staff's comment and respectfully advise the Staff that, in future filings, the Company will include appropriate additional disclosures regarding temporary financial activity or other material known trends, demands, commitments, events and uncertainties, as applicable. To illustrate, below is an example of how we are planning to disclose such impacts in our upcoming filings (revisions to our disclosure currently on pgs. 50-51 of our Form 10-Q for the quarterly period ended March 31, 2025 are underlined):
 "The Company has had negative net cash flows from operating activities and net losses in previous years and in the current year , in part due to depressed uranium and vanadium prices, along with low quantities of monazite to process into salable RE Carbonate or separated NdPr, which has not allowed the Company to realize economies of scale.
 We are not aware at this time of any trends or uncertainties that have had or are reasonably likely to have a material impact on revenues, or income or cash flows of the Company, other than: (i) recent activity in uranium markets, which has resulted in: (a) the Company entering into four long-term uranium supply agreements, with approximately 220,000 pounds of deliveries in 2025 and approximately 510,000 pounds of deliveries per year starting in 2026 through 2030; (b) the Company commencing mining at three of its uranium mines (Pinyon Plain, La Sal and Pandora); and (c) the Company selling uranium inventories and mined uranium production into its long-term contracts, and potentially on the spot market, thereby generating significant revenues and expected gross margins; (ii) non-recurring revenues and costs of sales during the fourth quarter of 2024 through the beginning of the second quarter of 2025 from HMS produced at our Kwale Project, which ceased production at the end of 2024 and is currently in reclamation ; ( iii ) U.S. government laws and programs, including the recent tariffs enacted by President Donald Trump and retaliatory tariffs proposed by other countries, which could result in changes in the cost of production of various of the Company's products and also in changes in demand and prices received for the Company's sale of its products, depending on how such tariff and other trade activities settle out, which could result in the development of commercial markets

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<TEXT>
 June 17, 2025

Nathan R. Bennett
Chief Financial Officer
Energy Fuels Inc.
225 Union Blvd., Suite 600
Lakewood, Colorado 80228

 Re: Energy Fuels Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 26, 2025
 File No. 001-36204
Dear Nathan R. Bennett:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2024
Description of Properties, page 74

1. We note that you have included tabulations of mineral resources and
 reserves on pages 80, 83, 154, 155, 163, and 164, pertaining to the
Toliara and Donald
 projects, which you indicate are based on JORC guidelines and do not
conform to the
 U.S. requirements in Item 1300 of Regulation S-K.

 However, the mineral property disclosures that you provide in the annual
report must
 conform to Subpart 1300 of Regulation S-K, and disclosures of mineral
resources and
 reserves must be supported by a technical report summary that conforms
to the
 requirements in Item 601(b)(96) of Regulation S-K.

 Please revise as necessary to adhere to these requirements; you may
refer to Items
 1301(b) and 1302(a)(1) and (b)(1) and (b)(2)(i) of Regulation S-K if you
require
 further clarification or guidance pertaining to these requirements.
 June 17, 2025
Page 2

Management's Discussion and Analysis
Operations Update and Outlook for 2025, page 187

2. We note your disclosure on page 20 regarding the Kwale mining operation
acquired
 along with Base Resources Limited during the fourth quarter of 2024,
explaining that
 mining concluded as the ore reserves were depleted by the end of the
year,
 while specifying the related quantities of ilmenite, rutile, and zircon
that were sold
 and which generated $39.87 million in revenues during the fourth quarter
(which
 exceeded total revenues for first nine months of the year, prior to the
acquisition). You
 also indicate that processing concluded in January 2025, and that all
remaining
 product stockpiles are expected to be sold during the first quarter of
2025.

 However, we see that you have comparatively limited disclosure in the
last paragraph
 on page 188, in terms of revenue details, and do not mention the
non-recurring nature
 of these revenues in your discussion and analysis of consolidated or
segment revenues
 on pages 196 and 200. We also see that you have similarly limited your
discussion
 and analysis of revenues in the first quater interim report, and in
disclosures pertaining
 to the heavy mineral sands segment on page 42, under the heading Sales
Update and
 Outlook for 2025, where you mention the quantities of minerals sold and
revenues,
 which represented about 92% of the total for the period, though also
without
 providing commentary on the outlook or non-recurring nature of this
activity.

 Item 303(a) and (b) of Regulation S-K require that you focus on matters
that
 are "reasonably likely to cause reported financial information not to be
necessarily
 indicative of future operating results or of future financial
condition." For example,
 this would include providing "descriptions and amounts of matters that
have had a
 material impact on reported operations, as well as matters that are
reasonably
 likely...to have a material impact on future operations," which would
generally
 encompass the cessation of a material revenue generating activity. When
financial
 statements reflect material changes in one or more line items, and when
there are
 material offsetting changes within a line item, these also require that
you "describe the
 underlying reasons for such changes in quantitative and qualitative
terms."

 Please modify your discussion and analysis of revenues as neecssary to
adhere to
 these requirements; the extent to which revenues are derived from
recurring and non-
 recurring sources, along with the reasons for the irregularity that has
been
 characteristic of your revenue sources, should be apparent from these
disclosures.

Known Trends or Uncertainties, page 195

3. We note your disclosure explaining that you are not aware of any trends
or
 uncertainties that have had, or that are reasonably likely to have, a
material impact on
 revenues or income except for several matters, which appear to be
generally external
 to the company, including activity in uranium markets, U.S. government
laws and
 programs, and mineral price volatility, though also including an
uncertainty about
 initiatives the company may undertake which may or may not be
successful.
 June 17, 2025
Page 3

 Given the significance of the temporary financial activity associated
with your recent
 acquisition, in relation to that of your uranium mining operations, the
disclosures that
 you provide under this heading do not appear to be sufficiently
responsive to Item
 303(b)(2)(i) and (ii) of Regulation S-K, as to the requirements to
describe unusual or
 infrequent events or transactions, and significant economic changes that
materially
 affected the amount of reported income from continuing operations,
including known
 trends or uncertainties that have had, or that are reasonably likely to
have, a material
 impact on revenues or income from continuing operations.

 Please expand your disclosures to provide appropriate quantification and
clarification
 in this regard; also refer to Sections III.B.3 and 4 of the Commission
Guidance
 Regarding Management's Discussion and Analysis of Financial Condition
and Results
 of Operations (Release Nos. 33-8350; 34-48960; FR-72), pertaining to the
discussion
 and analysis of known trends, demands, commitments, events and
uncertainties,
 which relates to disclosures required under Item 303 of Regulation S-K,
regarding the
 objective of providing information about the quality and potential
variability of
 earnings and cash flow, along with the underlying reasons, implications,
 interrelationships, and relative significance of associated matters, so
that readers can
 ascertain the likelihood that past performance is indicative of future
performance.

 You may view the aforementioend guidance at the following address:

https://www.sec.gov/rules-regulations/2003/12/commission-guidance-regarding-
 managements-discussion-analysis-financial-condition-results-operations

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact John Coleman at 202-551-3610, Yolanda Guobadia at
202-551-3562,
or Karl Hiller at 202-551-3686 if you have questions regarding comments.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
April 28, 2023
Tom Brock
Chief Financial Officer
Energy Fuels Inc.
225 Union Blvd. Suite 600
Lakewood, CO 80228
Re:Energy Fuels Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 15, 2022
File No. 001-36204
Dear Tom Brock:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       James Guttman - External Counsel

CORRESP
1
filename1.htm

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

    April 21, 2023

    United States Securities and Exchange Commission

    Attn: Mr. John Coleman, Mining Engineer

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street N.E.

    Washington, DC  20549-7010

    VIA EDGAR

     Re: Energy Fuels Inc.

     Form 10-K for Fiscal Year Ended December 31, 2021

     Filed March 15, 2022

     File No. 001-36204

    Dear Sir:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the March 24, 2023, letter regarding the above-referenced Form 10-K for Fiscal Year Ended December 31, 2021 (the "2021 Form 10-K") of Energy Fuels Inc. (the "Company") filed on March 15, 2022.

    Page numbers in the text of the Company's responses correspond to page numbers in the 2021 Form 10-K. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the 2021 Form 10-K.

    In the Company's response below, references are also made to:

        the report titled "Technical Report on the Nichols Ranch Project, Johnson and Campbell Counties, Wyoming, USA" dated February 22, 2022 and effective December 31, 2021, as amended February 8, 2023, and prepared by Grant A. Malensek, M.Eng., P. Eng., Mark B. Mathisen, C.P.G., Jeremy Scott Collyard, PMP, MMSA QP, each a Qualified Person employed by SLR, Jeffrey L. Woods, MMSA QP, a Qualified Person employed by Woods Process Services, and Phillip E. Brown, C.P.G., R.P.G., a Qualified Person employed by Consultants In Hydrogeology (the "Nichols Ranch Technical Report Summary"). The Nichols Ranch Technical Report Summary was prepared in accordance with U.S. regulation S-K 1300 ("S-K 1300") and also constitutes a Preliminary Economic Assessment ("PEA") pursuant to Canadian National Instrument 43-101 ("NI 43-101"); and

        the report titled "Technical Report Summary for the Alta Mesa Uranium Project, Brooks and Jim Hogg Counties, Texas, USA" dated December 31, 2021, prepared by Douglas Beahm, PE, PG, a Qualified Person employed by BRS Inc., as well as Travis Boam, PG, a non-independent Qualified Person employed with the Company (the "Alta Mesa Technical Report Summary"). The Alta Mesa Technical Report Summary was prepared in accordance with S-K 1300 and also constitutes a PEA pursuant to NI 43-101.

    Form 10-K for the Fiscal Year ended December 31, 2021

    Exhibits and Financial Schedules, page 189

    Staff Comment No. 1

    We note your response to prior comment 2 regarding the cut-off grade used for the Nichols Ranch property, and the pricing, recovery, and operating cost numbers that are disclosed on page 14-15 of the revised technical report summary.

    Please provide us with the equation that was used to calculate the cut-off grade for the Nichols Ranch project based on the information referenced above, to clarify and demonstrate how the minimum geologic cut-off grade of 0.02% was determined.

    Also provide us with the equation that was used to calculate the cut-off grade for the Alta Mesa project based on information in the corresponding technical report summary, to show how the minimum geologic cut-off grade of 0.02% was determined.

    Please identify all elements of each equation, reconciled as necessary to the corresponding details in the associated reports, identifying the specific locations within the reports where such details are disclosed, and including clear explanations of rationale for any adjustments or modifications to the inputs or within the equations.

    Identify and describe any differences in the assumptions utilized or the approach taken in determining the cut-off grades for each project.

    Company's Response:

    Uranium in-situ recovery ("ISR") operations, like Nichols Ranch and Alta Mesa1, operate differently from traditional open pit or underground mines. In an ISR operation, no physical rock is moved and therefore it is meaningless to determine an economic cut-off grade, which in other mining operations is easily calculated using a standard equation. While various companies might have their own proprietary methods, there is no standard equation for calculating a cut-off grade for ISR operations.

    For ISR operations, what is used in place of a cut-off grade is a Grade x Thickness ("GT") cut-off. To determine the extent of the resources at a project, it is necessary to first establish a minimum GT cut-off that defines the mineral resource. Because ISR operations are mined by fluid flow, the miner cannot discreetly mine zones, like one would do in a conventional operation. Fluids flow through a formation and dissolve uranium wherever it is encountered, so the target is the mineralized zone, which defines the zone that contains the mineral resources. The mineral resource is the portion of the mineralized zone that has a reasonable prospect for eventual economic extraction under a reasonable set of uranium price and mining operation and cost expectations.

    For uranium ISR operations the GT cut-off is defined by uranium grade (% U3O8) multiplied by a thickness (ft):

    GT = Grade (% U3O8) x Thickness (ft)

            1 The Company sold Alta Mesa to enCore Energy Corp. on February 14, 2023 and is therefore no longer associated with the mineral resource on that property. However, for completeness and as requested by the SEC, we are also addressing the GT cut-off calculations for the Alta Mesa project in this letter.

        -2-

    The following steps are used to determine the minimum GT cut-off for a project (the "GT Cut-off"), which is then used to determine the mineral resource associated with the project. As discussed in more detail below, the process of determining the GT Cut-off and the grade and thickness to be used in that determination can be iterative.

    1. Determine the Grade to be used in the GT Cut-off

    The grade to be used in calculating the GT Cut-off is generally initially chosen as the minimum geologic grade associated with the project to define the extent of the resources. The minimum geologic grade is the lowest grade that can meaningfully distinguish the mineralized zone from the non-mineralized zone.

    The minimum geologic grade associated with a project can be determined in one of three ways:

    (a) Through knowledge of the established minimum geologic grade for other sites with similar geologic characteristics, often in the same geologic basin or in similar geologic basins elsewhere. This can be a starting point, which is typically further refined by 1(b) or (c) below, or it can be definitive, depending on the established knowledge of the basin in which the project is located;

    (b) Through extensive drilling and analysis of drill logs for the project by an experienced geologist; or

    (c) Through statistical modeling of the drilled uranium grades.

    This choice of grade can be iterative because if the initial choice does not result in a GT Cut-off that results in a mineral resource that has a reasonable prospect for eventual economic extraction, then a different grade may be chosen that meets those criteria. However, given the established ways in which the initial grade choice is determined, as discussed above, and the experience of the industry in making GT Cut-off determinations, the initial choice of grade is often maintained as the final choice of grade in the GT Cut-off calculation.

    As stated in our January 23, 2023 response letter, and as summarized on page 14-16 of the Nichols Ranch Technical Report Summary, the minimum geologic grade for the Nichols Ranch project has been determined to be 0.02% U3O8 as defined by geologists with extensive working knowledge of the basin where the project is located and verified by years of actual production experience at Nichols Ranch. This means that everything greater than the grade of 0.02% U3O8 is considered to be in the mineralized zone at the site.

    For the Alta Mesa Project, as summarized on page 55 of the Alta Mesa Technical Report Summary, the minimum geologic grade has been determined to be 0.02% U3O8 as also defined by geologists with extensive working knowledge of the basin where the project is located and verified by years of actual production experience at Alta Mesa. This means that everything greater than the grade of 0.02% U3O8 is considered to be in the mineralized zone at the site.

    2. Determine the Thickness to be used in the GT Cut-off

    The thickness to be used in calculating the GT Cut-off is generally initially chosen as the minimum screened thickness required to get the mining fluids into the formation at the site, assuming a specific average minimum geologic grade (e.g., 10 feet at an average grade of 0.02% U3O8 or 5 feet at an average grade of 0.04% U3O8, etc.

    The minimum screened thickness for a project can be determined in one of three ways:

    (a) Through knowledge of the established minimum thickness for other sites with similar geologic characteristics, often in the same geologic basin or in similar geologic basins elsewhere. This can be a starting point, which is typically further refined by 2(b) or (c) below, or it can be definitive, depending on the established knowledge of the basin in which the project is located;

        -3-

    (b) Through a pilot test at the site, which usually involves an iterative process starting with an estimate under 2(a) and then potentially fine-tuning or confirming that estimate based on simulating ISR mining conditions at the site; or

    (c) Through actual production experience at the site, which takes 2(b) a step further with full-scale production experience at the site.

    This choice of minimum screened thickness can be iterative because if the initial choice does not result in a GT Cut-off that results in a mineral resource that has a reasonable prospect for eventual economic extraction, then a different minimum screened thickness will be chosen that meets those criteria. However, given the established ways of determining the initial minimum screened thickness choice, as discussed above, and the experience of the industry in making GT Cut-off determinations, the initial choice of minimum screened thickness is typically maintained as the final choice of thickness in the GT Cut-off calculation.

    At Nichols Ranch, it has been shown through production that in order to get the mining fluids into the formation a minimum well screen interval of 10 ft is required at a 0.02% U3O8 grade. At Alta Mesa, it has been shown through production that in order to get the mining fluids into the formation a minimum well screen interval of 15 ft is required at a 0.02% U3O8 grade. While the minimum production thicknesses are not explicitly stated in the report they can be easily calculated using the Cut-off GT and the minimum geologic grade provided (e.g. for Nichols Ranch 0.2 GT/0.02% U3O8 = 10 ft. and for Alta Mesa 0.3 GT/0.02% U3O8 = 15 ft.). The minimum thickness at Alta Mesa is different from that at Nichols Ranch due to geologic and hydrogeologic properties of the formation (i.e. porosity and permeability and geology) and mineralized thicknesses.

    3. Determine the GT Cut-off

    Based on these inputs for grade and thickness the initial GT Cut-off for each of Nichols Ranch and Alta Mesa are:

        Nichols Ranch GT Cut-off = grade (% U3O8) x thickness (ft) = 0.02% U3O8 x 10 ft = 0.2 GT; and

        Alta Mesa GT Cut-off = grade (% U3O8) x thickness (ft) = 0.02% U3O8 x 15ft = 0.3 GT.

    4. Determine the Initial Mineral Resource Estimate (in Pounds) based on the Initial GT Cut-off determined in Step 3.

    The GT Cut-offs determined in Steps 1-3 will define the initial mineral resource estimate for each project, subject to economic verification in the following steps. Any drill hole or portion thereof that has a GT > the GT Cut-off for the project will be included in the mineral resource estimate for the project. GT contour modeling will be applied to each such drill hole or portion thereof to determine the lateral extent, depth and volume of the mineral resource. The pounds of uranium contained in the mineral resource will be determined by multiplying the average grade for the project, as determined from exploration or development drilling results, by the total volume of the mineral resource, so determined.

        -4-

    5. Determine the Metallurgical Recovery Factor for the Mineral Resources

    Not all pounds of uranium under pattern will be recoverable. It is therefore necessary to determine the metallurgical recovery factor for the "under-pattern" portion of the mineral resource2.

    This can be done in one of three ways:

    a. Through knowledge of the established recovery rates for other sites with similar geologic characteristics, often in the same geologic basin or in similar geologic basins elsewhere. This can be a starting point, which is typically further refined by 5(b) or (c) below, or it can be definitive, depending on the established knowledge of the basin in which the project is located;

    b. Through a pilot test at the site, which usually involves an iterative process starting with an estimate under 5(a) and then potentially fine-tuning or confirming that estimate based on simulating ISR mining conditions at the site; or

    c. Through actual production experience at the site, which takes 5(b) a step further with full-scale production experience at the site.

    Based on actual production experience over many years at this project, 71% of the “under-pattern” mineral resource is recovered at Nichols Ranch., as discussed on pages 1-7 and 22-1 of the Nichols Ranch Technical Report Summary. The weighted average recovery of wellfields from the pre-Mining Mineral Resource was calculated at 81% at Alta Mesa as discussed on page 48 of the Alta Mesa Technical Report Summary

    6. Determine the Number of Recoverable Pounds of Uranium in the Mineral Resource.

    The number of recoverable pounds of uranium in the mineral resource is then determined by multiplying the number of pounds of uranium in the mineral resource by the % of pounds of uranium under pattern, by the metallurgical recovery factor for the project. Costs of recovery are generally tied to the costs of operating each well pattern (set of injection and recovery wells), so the number of recoverable pounds of uranium per pattern will affect the cost of production per pound of uranium.

    2 For determination of mineral reserves and/or economic analysis, a further adjustment would be required, although this adjustment is not required  to determine a GT Cut-off. This adjustment is required because not all the mineral resource will be capable of being mined by ISR methods. Specifically, some GT contours will not have the dimensions suitable for ISR mining. It is therefore necessary to map production patterns over the mineral resource to determine the portion of the mineral resource suitable for ISR mining. This mapping will be site-specific and will be determined by an experienced geologist. In existing operations like Nichols Ranch and Alta Mesa, each well pattern (spacing of injection and recovery wells) is very well understood, so once the area is drilled and the resource is modeled using the GT contour method, well fields (a set of injection and recovery wells) can be laid out over the mineral resource area. This defines the “under-pattern” portion of the mineral resource, or the portion that is physically capable of being mined by ISR methods. The “under-pattern” portion of the mineral resource would be stated in pounds of uranium.

    It should be noted that the “under-pattern” portion of the mineral resource is typically expected to vary as the GT Cut-off changes. For example, if the GT Cut-off is increased, some of the mineral res

CORRESP
1
filename1.htm

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

    April 7, 2023

    United States Securities and Exchange Commission

    Attn: Mr. John Coleman, Mining Engineer

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street N.E.

    Washington, DC  20549-7010

    VIA EDGAR

     Re: Energy Fuels Inc.

     Form 10-K for Fiscal Year Ended December 31, 2021

     Filed March 15, 2022

     Comment Letter Dated March 24, 2023

     File No. 001-36204

    Energy Fuels Inc. (the "Company") confirms receipt of the comment letter by the staff of the United States Securities and Exchange Commission, dated March 24, 2023 (the "Comment Letter"), in respect of the above noted filing.  In accordance with the second paragraph of the Comment Letter, the Company respectively requests a ten business day extension in order to respond to the Comment Letter and the Company currently anticipates responding to the Comment Letter on or before April 21, 2023.

    If you should have any questions or concerns regarding the anticipated timing of our response, please do not hesitate to contact me at (303) 389-4130 or James Guttman, our outside legal counsel at (416) 367-7376.

    Yours truly,

    Energy Fuels Inc.

    /s/ David Frydenlund

    Executive Vice President, Chief Legal Officer

    and Corporate Secretary

United States securities and exchange commission logo
March 24, 2023
Tom Brock
Chief Financial Officer
Energy Fuels Inc.
225 Union Blvd. Suite 600
Lakewood, CO 80228
Re:Energy Fuels Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 15, 2022
File No. 001-36204
Dear Tom Brock:
            We have reviewed your March 16, 2023 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
February 16, 2023 letter.
Form 10-K for the Fiscal Year ended December 31, 2021
Exhibits and Financial Schedules, page 189
1.We note your response to prior comment 2 regarding the cut-off grade used for the
Nichols Ranch property, and the pricing, recovery, and operating cost numbers that are
disclosed on pages 14-15 of the revised technical report summary.

Please provide us with the equation that was used to calculate the cut-off grade for the
Nichols Ranch project based on the information referenced above, to clarify and
demonstrate how the minimum geologic cut-off grade of 0.02% was determined.

Also provide us with the equation that was used to calculate the cut-off grade for the Alta
Mesa project based on information in the corresponding technical report summary, to
show how the minimum geologic cut-off grade of 0.02% was determined.

 FirstName LastNameTom  Brock
 Comapany NameEnergy Fuels Inc.
 March 24, 2023 Page 2
 FirstName LastName
Tom  Brock
Energy Fuels Inc.
March 24, 2023
Page 2

Please identify all elements of each equation, reconciled as necessary to the corresponding
details in the associated reports, identifying the specific locations within the reports where
such details are disclosed, and including clear explanations of rationale for any
adjustments or modifications to the inputs or within the equations.

Identify and describe any differences in the assumptions utilized or the approach taken in
determining the cut-off grades for each project.

            You may contact John Coleman, Mining Engineer, at (202) 551-3610, or Karl
Hiller, Branch Chief, at 202-551-3686 if you have any questions regarding the comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       James Guttman - External Counsel

CORRESP
1
filename1.htm

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

    March 16, 2023

    United States Securities and Exchange Commission

    Attn: Mr. John Coleman, Mining Engineer

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street N.E.

    Washington, DC  20549-7010

    VIA EDGAR

     Re: Energy Fuels Inc.

     Form 10-K for Fiscal Year Ended December 31, 2021

     Filed March 15, 2022

     Comment Letter Dated December 21, 2022

     File No. 001-36204

    Dear Sir:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the February 16, 2023, letter regarding the above-referenced Form 10-K for Fiscal Year Ended December 31, 2021 (the "2021 Form 10-K") of Energy Fuels Inc. (the "Company") filed on March 15, 2022. On March 8, 2023, the Company filed its Form 10-K for the Fiscal Year Ended December 31, 2022 (the "2022 Form 10-K") and is accordingly, now able to respond to your comments. For your convenience, the Staff's comments are included below and we have numbered our responses accordingly.

    Page numbers in the text of the Company's responses correspond to page numbers in the 2021 Form 10-K. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the 2021 Form 10-K.

    Please note that on March 1, 2023

    Form 10-K for the Fiscal Year ended December 31, 2021

    Description of Properties, page 53

    Staff Comment No. 1

    We understand from your response to prior comment 1 that you will disclose metallurgical recoveries for each material property when filing your next annual report. Please provide us with the details of your intended disclosure for further review.

    Company's Response:

    In response to the Staff's comment, the Company has included an additional column titled "Metallurgical Recovery" in each of the tables of mineral reserves and mineral resources contained in Item 2 of the Company's 2022 Form 10-K, which was filed with the Staff on March 8, 2023.

    Exhibits and Financial Schedules, page 189

    Staff Comment No. 2

    We note your response to prior comment 3 regarding the assumptions underlying the cutoff grades in the technical report summaries, identifying various locations within the exhibits where relevant details appear, and providing some incremental clarification of rationale for the cut-off grades utilized for certain properties.

    Your explanation of the Nichols Ranch cut-off grade indicates that the ISR cut-off grade calculations are different than a traditional cut-off grade calculation. However, your description of the Alta Mesa ISR cut-off grade calculation appears to include modifying factors that would be used in a more traditional cut-off grade calculation. Please explain to us your reasons for these apparent differences in methodologies.

    With regard to the assertion provided in your response stating "The fact that the Nichols Ranch Project shows positive economics utilizing the 0.2 GT cut-off should be the primary factor in determining the Reasonable Prospect of Economic Extraction and is therefore a valid cut-off," please clarify whether this more definitive view will be provided by the qualified person in Section 14.10.1 of the Nichols Ranch technical report summary, to either accompany or replace the present language referencing some familiarity with cutoff criteria applied in similar operations, and offering concurrence that a 0.2 GT cut-off meets the criteria for reasonable economic extraction via ISR.

    Please reconcile the minimum geologic grade value of 0.02 % U3O8 that is associated with Nichols Ranch in your response and on pages 14-15 of the corresponding technical report summary, with the 0.05% U3O8 value disclosed on page 57 of your annual report.

    Company's Response:

    In response to the Staff's comment, and after further consultations between the Company and the qualified persons who authored the Nichols Ranch technical report summary ("TRS"), the qualified persons have modified Section 14.10 of the Nichols Ranch TRS to include a table of the parameters used in a traditional cut-off grade calculation, including the metal price, process plant recovery and total OPEX (including G&A). An explanation of how the cut-off grade was determined, similar to the language quoted above, that was provided by the Company in its letter to the SEC dated January 23, 2023, was included in Section 14.10. The Company included the revised version of the Nichols Ranch TRS as an exhibit to the Company's Form 8-K on March 1, 2023, as well as the Company's 2022 Form 10-K.

    The reference on page 57 of the 2021 Form 10-K to a Nichols Ranch cut-off of 0.05% U3O8 was a typographical error. This reference was intended to be 0.02% U3O8. We have corrected this error in our 2022 Form 10-K.

    ******

        - 2 -

    If you should have any questions regarding the above response, please do not hesitate to contact me at (303) 389-4130 or James Guttman of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7376.

            Sincerely,
Energy Fuels Inc.

            /s/  David Frydenlund

            David Frydenlund
Executive Vice President, Chief Legal Officer
and Corporate Secretary

    cc: James Guttman, Dorsey & Whitney LLP

        - 3 -

United States securities and exchange commission logo
February 16, 2023
Tom Brock
Chief Financial Officer
Energy Fuels Inc.
225 Union Blvd. Suite 600
Lakewood, CO 80228
Re:Energy Fuels Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 15, 2022
File No. 001-36204
Dear Tom Brock:
            We have reviewed your January 23, 2023 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 21, 2022 letter.
Form 10-K for the Fiscal Year ended December 31, 2021
Description of Properties, page 53
1.We understand from your response to prior comment 1 that you will disclose metallurgical
recoveries for each material property when filing your next annual report.  Please provide
us with the details of your intended disclosure for further review.
Exhibits and Financial Schedules, page 189
2.We note your response to prior comment 3 regarding the assumptions underlying the cut-
off grades in the technical report summaries, identifying various locations within the
exhibits were relevant details appear, and providing some incremental clarification of
rationale for the cut-off grades utilized for certain properties.

 FirstName LastNameTom  Brock
 Comapany NameEnergy Fuels Inc.
 February 16, 2023 Page 2
 FirstName LastName
Tom  Brock
Energy Fuels Inc.
February 16, 2023
Page 2
Your explanation of the Nichols Ranch cut-off grade indicates that the ISR cut-off grade
calculations are different than a traditional cut-off grade calculation. However, your
description of the Alta Mesa ISR cut-off grade calculation appears to include modifying
factors that would be used in a more traditional cut-off grade calculation.  Please explain
to us your reasons for these apparent differences in methodologies.

With regard to the assertion provided in your response stating "The fact that the Nichols
Ranch Project shows positive economics utilizing the 0.2 GT cut-off should be the primary
factor in determining the Reasonable Prospect of Economic Extraction and is therefore a
valid cut-off," please clarify whether this more definitive view will be provided by the
qualified person in Section 14.10.1 of the Nichols Ranch technical report summary, to
either accompany or replace the present language referencing some familiarity with cut-
off criteria applied in similar operations, and offering concurrence that a 0.2 GT cut-off
meets the criteria for reasonable economic extraction via ISR.

Please reconcile the minimum geologic grade value of 0.02 % U3O8 that is associated with
Nichols Ranch in your response and on pages 14-15 of the corresponding technical report
summary, with the 0.05% U3O8 value disclosed on page 57 of your annual report.
            You may contact John Coleman, Mining Engineer, at (202) 551-3610, or Karl Hiller,
Branch Chief, at 202-551-3686 if you have any questions regarding the comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       James Guttman - External Counsel

CORRESP
1
filename1.htm

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

    January 23, 2023

    United States Securities and Exchange Commission

    Attn: Mr. John Coleman, Mining Engineer

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street N.E.

    Washington, DC 20549-7010

    VIA EDGAR

     Re: Energy Fuels Inc.

     Form 10-K for Fiscal Year Ended December 31, 2021

     Filed March 15, 2022

     Comment Letter Dated December 21, 2022

     File No. 001-36204

    Dear Sir:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the December 21, 2022, letter regarding the above-referenced Form 10-K for Fiscal Year Ended December 31, 2021 (the "Form 10-K") of Energy Fuels Inc. ("EFI" or the "Company") filed on March 15, 2022. For your convenience, the Staff's comments are included in bold below, and we have numbered our responses accordingly.

    Page numbers in the text of the Company's responses correspond to page numbers in the Form 10-K. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form 10-K.

    Form 10-K for the Fiscal Year ended December 31, 2021

    Description of Properties, page 53

    Staff Comment No. 1

    Please expand your material property disclosures to include the metallurgical recovery factors that are applied in determining the recoverable quantities of minerals from your in-situ estimates for each of the related estimates of mineral resources and mineral reserves to comply with Item 1304(d)(1) of Regulation S-K.

    Company's Response:

    The Company understands that there should be an additional column headed "Metallurgical Recovery", that discloses the metallurgical recoveries stated as a percent of the contained metal, in the supporting technical report summary ("TRS") and reflected in the Company's Form 10-K filing for the fiscal year ended December 31, 2022, which it anticipates filing on or before March 1, 2023 (the "2023 10-K"). To remedy this issue, EFI proposes adding a column headed "Metallurgical Recovery", that discloses the metallurgical recoveries stated as a percent of the contained metal, to the mineral resource/reserve summary tables for each of the Company's material properties in each such property's TRS and in the 2023 Form 10-K.

    Staff Comment No. 2

    We note that you have disclosures on pages 57 and 106 indicating the mineral reserve estimates for the Sheep Mountain project are based on a long-term uranium price of $55 per pound. However, disclosures on pages 6 and 95 of the underlying Technical Report Summary at Exhibit 96.2 indicate the estimates are based on a long-term uranium price of $60 per pound, while disclosures on pages 96 and 156 indicate the price used for the reserve cut-off grade and the economic analysis base case was $65 per pound.

    Please discuss these observations with the qualified persons and advise us of the revisions that would be necessary to resolve the inconsistencies and to use a consistent price for the estimates of mineral reserves, cut-off grade, and economic analysis, or to provide rationale for any of these differences that you and the qualified persons believe are appropriate.

    Company's Response:

    EFI acknowledges the inconsistencies identified by SEC in the prices stated in the Sheep Mountain TRS and the Form 10-K to have been used for cut-off grade calculations for the mineral resources and mineral reserves for the Company's Sheep Mountain project. To clarify, although inconsistencies have been identified in the disclosure, all cut-off grade calculations and economics supporting mineral resources and mineral reserves were in fact calculated using a long-term uranium price of US$65/lb as expressly stated in Section 15.4 - Cut-off Grade (on page 96 of the TRS) and Section 22 - Economic Analysis (on page 156 of the TRS), so the reserve numbers themselves have been consistently calculated and accurately disclosed. The references to US$60 in the TRS and to US$55/lb in the Form 10-K were inadvertent inconsistencies in disclosure that were missed during final reviews of the Sheep Mountain TRS and the Form 10-K filing.

    EFI proposes to correct these inconsistencies by stating consistently in all relevant locations in the 2023 10-K that the Sheep Mountain mineral reserves are estimated using a long-term uranium price of US$65 per pound, and filing a similarly corrected Sheep Mountain TRS as an exhibit to the 2023 10-K.

    Exhibits and Financial Schedules, page 189

    Staff Comment No. 3

    We note that you have filed technical report summaries for each of seven projects as exhibits to your filing. However, some of these do not appear to include disclosures of all material assumptions underlying the cut-off grades, such as price, cost, and recovery, as would be necessary to comply with Item 601(b)(96)(iii)(B)(11)(iii) and (12)(iii) of Regulation S-K. For example the Sheep Mountain Technical Report Summary at Exhibit 96.2 and the Nichols Ranch Technical Report Summary at Exhibit 96.6 do not appear to include all of the disclosures required for the resource and reserve cut-off grades.

    Please consult with the associated qualified persons to obtain and file revised technical report summaries that include all of the material assumptions underlying the resource and reserve cut-off grades to comply with the aforementioned guidance. Please determine the extent to which the required information has been provided or omitted from the other technical report summaries that you have filed, advise us of your assessments in this regard, and of any actions that you have undertaken or propose to resolve.

        -2-

    Company's Response:

    EFI reviewed Item 601(b)(96)(iii)(B)(11)(iii) and (12)(iii) of Regulation S-K and understands that the SEC has concerns regarding the disclosure of all material assumptions underlying the cut-off grade calculations. Item 601(b)(96)(iii)(B)(11)(iii) and (12)(iii) of Regulation S-K state the following:

    [11(iii):] Include the qualified person's estimates of cut-off grades based on assumed costs for surface or underground operations and commodity prices that provide a reasonable basis for establishing the prospects of economic extraction for mineral resources. The qualified person must disclose the price used for each commodity and explain, with particularity, his or her reasons for using the selected price, including the material assumptions underlying the selection. This explanation must include disclosure of the time frame used to estimate the commodity price and unit costs for cut-off grade estimation and the reasons justifying the selection of that time frame. The qualified person may use a price set by contractual arrangement, provided that such price is reasonable, and the qualified person discloses that he or she is using a contractual price when disclosing the price used;

    [12(iii):] Include the qualified person's estimates of cut-off grades based on detailed cut-off grade analysis that includes a long term price that provides a reasonable basis for establishing that the project is economically viable. The qualified person must disclose the price used for each commodity and explain, with particularity, his or her reasons for using the selected price, including the material assumptions underlying the selection. This explanation must include disclosure of the time frame used to estimate the price and costs and the reasons justifying the selection of that time frame. The qualified person may use a price set by contractual arrangement, provided that such price is reasonable, and the qualified person discloses that he or she is using a contractual price when disclosing the price used;

    Specifically, the SEC noted that the TRSs do not appear to include disclosures of all material assumptions underlying the cut-off grades for the Nichols Ranch and Sheep Mountain properties. EFI believes that, except as specifically set forth below relating to the Sheep Mountain TRS, all such material assumptions are included in the respective TRSs, although in some cases found in various locations within each document. As a result, with the exception of the Sheep Mountain TRS as described below, EFI does not believe it is necessary to amend disclosures relating to material assumptions in any of the TRSs because the existing TRSs include all the material assumptions underlying the resource and reserve cut-off grades. For clarification, the Company is providing the location of the underlying material assumptions for all seven projects, as set out below:

    Alta Mesa (Exhibit 96.1)

    Technical Report Summary for the Alta Mesa Uranium Project, Brooks and Jim Hogg Counties, Texas, USA, filed as exhibit 96.1 to the Form 10-K.

    Section 14.2.10 (Cut-off Parameters) of the TRS details the material assumptions included in the cut-off grade calculation. As is typical with in-situ recovery ("ISR") projects, both a minimum grade cut-off and a minimum GT (Grade x Thickness) cut-off are used. More details regarding cut-off grades for ISR deposits can be found in the section on Nichols Ranch (Exhibit 96.6) below. Table 14-4 (Alta Mesa Uranium Project Cut-off Grade Calculation) breaks down the key material assumptions including metal price, metallurgical recovery, operating cost, and G&A. Details regarding why the various material assumptions were used are provided in Section 14.2.11 (Reasonable Prospects for Future Economic Extraction) on page 55. The time frame used to estimate the commodity price for cut-off grade estimation and the reasons justifying the selection of that time frame are provided in Section 14.2.9 (Metal Price). Unit costs are current as of the date of the report, and a discussion of the time frame relating to the estimation of costs is therefore not needed.

        -3-

    Sheep Mountain (Exhibit 96.2)

    Preliminary Feasibility Study for the Sheep Mountain Project, Fremont County, Wyoming, USA, filed as exhibit 96.2 to the Form 10-K.

    Section 15.4 (Cut-off Grade) of the Technical Report Summary details the material assumptions included in the cut-off grade calculation. Table 15-2 (Breakeven Cut-off Grade) breaks down the key material assumptions including metal price, operating cost, and G&A. The metallurgical recovery used for the cut-off grade and the economic cash flow is 91.9% and is listed in Section 21.2 (Cost Assumptions) and Table 22-4 (Cash Flow).  Data backing up the use of this recovery is provided in Section 13.0 (Mineral Processing and Metallurgical Testing). Additional information regarding pricing, including the time frame used to estimate the commodity price for cut-off grade estimation and the reasons justifying the selection of that time frame are provided in Section 19.0 (Market Studies). Unit costs are current as of the date of the report, and a discussion of the time frame relating to the estimation of costs is therefore not needed.

    EFI recognizes that, although listed in Section 21.2 and Table 22-4, the metallurgical recovery used in the cut-off grade calculation is not explicitly stated in Section 15.4. As part of the response to Staff Comment No. 1, EFI is recommending filing a corrected TRS for the Sheep Mountain project.  As part of that corrected TRS, the Company will explicitly state in Section 15.4 the material assumptions used in determining the cut-off grade, including metallurgical recovery.

    Pinyon Plain (Exhibit 96.3)

    Technical Report on the Pinyon Plain Project, Coconino County, Arizona, USA, filed as exhibit 96.3 to the Form 10-K.

    Section 14.11 (Cut-off Grade) of the Technical Report Summary details the material assumptions included in the cut-off grade calculation. Table 14-9 (Cut-off Grade Parameters) breaks down the key material assumptions including metal price, metallurgical recovery, operating cost, and G&A. Details regarding why the various material assumptions were used are provided in Section 14.11 on page 14-17. The time frame used to estimate the commodity price for cut-off grade estimation and the reasons justifying the selection of that time frame are provided as the fourth bullet point in Section 14.11 (Cut-off grade). Unit costs are current as of the date of the report, and a discussion of the time frame relating to the estimation of costs is therefore not needed.

    Roca Honda (Exhibit 96.4)

    Technical Report on the Roca Honda Project, McKinley County, New Mexico, USA, filed as exhibit 96.4 to the Form 10-K.

    Section 14.11 (Cut-off Grade) of the Technical Report Summary details the material assumptions included in the cut-off grade calculation on page 14-23. Additional information regarding pricing is provided in Section 19.0 (Market Studies). The time frame used to estimate the commodity price for cut-off grade estimation and the reasons justifying the selection of that time frame are provided as the fourth and fifth bullet points in Section 14.11 (Cut-off grade). Unit costs are current as of the date of the report, and a discussion of the time frame relating to the estimation of costs is therefore not needed.

    Bullfrog (Exhibit 96.5)

    Technical Report on the Bullfrog Project, Garfield County, Utah, USA, filed as exhibit 96.5 to the Form 10-K.

        -4-

    Section 14.8 (Cut-off Grade) of the TRS details the material assumptions included in the cut-off grade calculation. Table 14-5 (Cut-off Grade Parameters) breaks down the key material assumptions including metal price, metallurgical recovery, operating cost, and G&A. Details regarding why the various material assumptions were used are provided in Section 14.8 on pages 14-20 and 14-21. The time frame used to estimate the commodity price for cut-off grade estimation and the reasons justifying the selection of that time frame are provided as the third bullet point in Section 14.8 (Cut-off Grade). Unit costs are current as of the date of the report, and a discussion of the time frame relating to the estimation of costs is therefore not needed.

    Nichols Ranch (Exhibit 96.6)

    Technical Report on the Nichols Ranch Project, Campbell and Johnson Counties, Wyoming, USA, filed as exhibit 96.6 to the Form 10-K.

    Section 14.10 (Cut-off Grade and GT Parameters) details that the economic cut-off grade used for Nichols Ranch is a GT (Grade x Thickness) cut-off that is typical of uranium ISR deposits. It also defines a minimum cut-off grade to define the geologic extent of mineralization. As stated in Section 14.3 (Geological Interpretation) and Section 14.10.1 (Cut-Off Grade and GT Parameters - Nichols Ranch Mining Unit), the economic cut-off used for Nichols Ranch is 0.2 GT and the minimum grade cut-off is 0.02% U3O8.

    ISR (also referred to as In-situ Leach ("ISL")) deposits differ from  "conventional" deposits in that no physical rock is mined and processed, but rather solution is pumped through a geologic formation, the mineral of interest is dissolved, and a "loaded" solution is pumped through a process facility and the mineral of interest is recovered. There are a number of additional factors including porosity and permeability of the rock formation that influence the production area of the deposit. In ISR mining, tons of rock are not moved and therefore a grade associated with that ton of material cannot be applied as a traditional cut-off grade. ISR operations typically use two values, a minimum geologic grade associated with the deposit to define the extent of mineralization, for Nichols Ranch that value is 0.02% U3O8. Then, an economic GT cut-off is applied, and the project is evaluated for those pounds contained from an economic standpoint. Traditionally, this GT is selected based on other similar operations or by extended pilot testing. A 0.2 GT was se

CORRESP
1
filename1.htm

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

    December 23, 2022

    United States Securities and Exchange Commission

    Attn: Mr. John Coleman, Mining Engineer

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street N.E.

    Washington, DC  20549-7010

    VIA EDGAR

    Dear Sirs:

     Re: Energy Fuels Inc.

     Form 10-K for Fiscal Year Ended December 31, 2021

     Filed March 15, 2022

     Comment Letter Dated December 21, 2022

     File No. 001-36204

    Energy Fuels Inc. (the "Company") confirms receipt of the comment letter by the staff of the United States Securities and Exchange Commission, dated December 21, 2022 (the "Comment Letter"), in respect of the above noted filing.  In accordance with the second paragraph of the Comment Letter, the Company respectively requests a ten business day extension in order to respond to the Comment Letter, and the Company currently anticipates responding to the Comment Letter on or before January 23, 2023.

    If you should have any questions or concerns regarding the anticipated timing of our response, please do not hesitate to contact me at (303) 389-4130 or James Guttman, our outside legal counsel at (416) 367-7376.

    Yours truly,

    Energy Fuels Inc.

    /s/ David Frydenlund

    Executive Vice President, Chief Legal Officer

    and Corporate Secretary

United States securities and exchange commission logo
December 21, 2022
Tom Brock
Chief Financial Officer
Energy Fuels Inc.
225 Union Blvd. Suite 600
Lakewood, CO 80228
Re:Energy Fuels Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 15, 2022
File No. 001-36204
Dear Tom Brock:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
Description of Properties, page 53
1.Please expand your material property disclosures to include the metallurgical recovery
factors that are applied in determining the recoverable quantities of minerals from your in-
situ estimates for each of the related estimates of mineral resources and mineral
reserves to comply with Item 1304(d)(1) of Regulation S-K.
2.We note that you have disclosures on pages 57 and 106 indicating the mineral reserve
estimates for the Sheep Mountain project are based on a long-term uranium price of $55
per pound. However, disclosures on pages 6 and 95 of the underlying Technical Report
Summary at Exhibit 96.2 indicate the estimates are based on a long-term uranium price of
$60 per pound, while disclosures on pages 96 and 156 indicate the price used for the
reserve cut-off grade and the economic analysis base case was $65 per pound.

 FirstName LastNameTom  Brock
 Comapany NameEnergy Fuels Inc.
 December 21, 2022 Page 2
 FirstName LastName
Tom  Brock
Energy Fuels Inc.
December 21, 2022
Page 2
Please discuss these observations with the qualified persons and advise us of the revisions
that would be necessary to resolve the inconsistencies and to use a consistent price for the
estimates of mineral reserves, cut-off grade, and economic analysis, or to provide rationale
for any of these differences that you and the qualified persons believe are appropriate.
Exhibits and Financial Schedules, page 189
3.We note that you have filed technical report summaries for each of seven projects as
exhibits to your filing. However, some of these do not appear to include disclosures of all
material assumptions underlying the cut-off grades, such as price, cost, and recovery, as
would be necessary to comply with Item 601(b)(96)(iii)(B)(11)(iii) and (12)(iii) of
Regulation S-K. For example the Sheep Mountain Technical Report Summary at Exhibit
96.2 and the Nichols Ranch Technical Report Summary at Exhibit 96.6 do not appear to
include all of the disclosures required for the resource and reserve cut-off grades.

Please consult with the associated qualified persons to obtain and file revised technical
report summaries that include all of the material assumptions underlying the resource and
reserve cut-off grades to comply with the aforementioned guidance.  Please determine the
extent to which the required information has been provided or omitted from the other
technical report summaries that you have filed, advise us of your assessments in this
regard, and of any actions that you have undertaken or propose to resolve.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact John Coleman, Mining Engineer, at (202) 551-3610 with questions
about engineering comments.  You may contact John Cannarella, Staff Accountant, at (202) 551-
3337 or Lily Dang, Staff Accountant, at (202) 551-3867 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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    March 15, 2021

    Via EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C.  20549

    Re: Request for Acceleration - Energy Fuels Inc.

    Registration Statement on Form S-3

    (SEC File No. 333-253666)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Energy Fuels Inc. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3 (File No. 333-253666), and permit said Registration Statement to become effective at 9:00 a.m. (Eastern Time) on March 18, 2021, or as soon thereafter as practicable.

    The Company hereby authorizes James Guttman, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact James Guttman of Dorsey & Whitney LLP at (416) 367-7376 with any questions with respect to this request.

    Sincerely,

    Energy Fuels Inc.

    /s/ David C. Frydenlund

    David C. Frydenlund

    Chief Financial Officer

    cc: James Guttman, Dorsey & Whitney LLP

United States securities and exchange commission logo
March 8, 2021
Mark S. Chalmers
President, Chief Executive Officer and Director
Energy Fuels Inc.
225 Union Blvd., Suite 600
Lakewood, CO 80228
Re:Energy Fuels Inc.
Registration Statement on Form S-3
Filed March 1, 2021
File No. 333-253666
Dear Mr. Chalmers:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       James Guttman

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

December 26, 2018

Via EDGAR

United States Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    Request for Acceleration – Energy Fuels
      Inc.

    Registration Statement on Form S-3

    (SEC File No. 333-228158)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, Energy Fuels Inc. (the “Company”), respectfully requests that
the Commission accelerate the effectiveness of the above-referenced Registration
Statement on Form S-3 (File No. 333-228158), and permit said Registration
Statement to become effective at 4:00 p.m. (Eastern Time) on December 28, 2018,
or as soon thereafter as practicable.

The Company hereby authorizes James Guttman, an attorney with
our outside legal counsel, Dorsey & Whitney LLP, to orally modify or
withdraw this request for acceleration.

Please contact James Guttman of Dorsey & Whitney LLP at
(416) 367-7376 with any questions with respect to this request.

    Sincerely,

    Energy Fuels Inc.

    /S/ David C. Frydenlund

    David C. Frydenlund

    Chief Financial Officer, General Counsel

    and Corporate Secretary

    cc:
    James Guttman, Dorsey & Whitney LLP

    Richard Raymer, Dorsey & Whitney
    LLP

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December 26, 2018

Via EDGAR

United States Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    Request for Acceleration – Energy Fuels
      Inc.

    Registration Statement on Form S-3

    (SEC File No. 333-228158)

Ladies and Gentlemen:

Energy Fuels Inc. (the “Company”), previously filed a request for acceleration on  December 26, 2018, requesting that the United States Securities and Exchange  Commission (the “Commission”)  accelerate the effectiveness of the above-referenced Registration Statement on  Form S-3 (File No. 333-228158) (the “Registration Statement”) and to  permit said Registration Statement to become effective by no later than 4:00  p.m. Eastern Time on December 28, 2018.

The Company hereby amends its request for  acceleration and respectfully requests that pursuant  to Rule 461 promulgated under the Securities Act of 1933, as amended, the Commission accelerate the  effectiveness of the Registration Statement and to permit said Registration  Statement to become effective by no later than 5:00 p.m. Eastern Time on  December 26, 2018.

The  Company hereby authorizes James Guttman, an attorney with our outside legal  counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request  for acceleration.

Please  contact James Guttman of Dorsey & Whitney LLP at (416) 367-7376 with any  questions with respect to this request.

    Sincerely,

    Energy Fuels Inc.

    /S/ David C. Frydenlund

    David C. Frydenlund

    Chief Financial Officer, General Counsel

and Corporate Secretary

    cc:
    James Guttman, Dorsey & Whitney LLP

    Richard Raymer, Dorsey & Whitney
    LLP

November 14, 2018
David C. Frydenlund
Chief Financial Officer
ENERGY FUELS INC
225 Union Blvd., Suite 600
Lakewood, Colorado 80228
Re:ENERGY FUELS INC
Registration Statement on Form S-3
Filed November 5, 2018
File No. 333-228158
Dear Mr. Frydenlund:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ruairi Regan at 202-551-3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Richard Raymer, Esq.

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

August 24, 2018

Via EDGAR

United States Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    Request for Acceleration – Energy Fuels
      Inc.

    Registration Statement on Form S-3

    (SEC File No. 333-226878)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, Energy Fuels Inc. (the “Company”), respectfully requests that
the Commission accelerate the effectiveness of the above-referenced Registration
Statement on Form S-3 (File No. 333-226878), and permit said Registration
Statement to become effective at 4:00 p.m. (Eastern Time) on August 28, 2018, or
as soon thereafter as practicable.

The Company hereby authorizes James Guttman, an attorney with
our outside legal counsel, Dorsey & Whitney LLP, to orally modify or
withdraw this request for acceleration.

Please contact James Guttman of Dorsey & Whitney LLP at
(416) 367-7376 with any questions with respect to this request.

Sincerely,

Energy Fuels Inc.

/S/ David C. Frydenlund

David C. Frydenlund
Chief
Financial Officer, General Counsel
and Corporate Secretary

    cc:

      James Guttman, Dorsey & Whitney LLP
Richard
      Raymer, Dorsey & Whitney LLP

August 22, 2018
Mark S. Chalmers
Chief Executive Officer
Energy Fuels Inc.
225 Union Blvd., Suite 600
Lakewood, CO 80228
Re:Energy Fuels Inc.
Registration Statement on Form S-3
Filed August 17, 2018
File No. 333-226878
Dear Mr. Chalmers:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jonathan Burr at 202-551-5833 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Richard Raymer

August 29 , 2017

Via E -mail
Stephen P. Antony
Chief Executive Officer
Energy Fuels Inc.
225 Union Blvd., Suite 600
Lakewood, Colorado 80228

Re: Energy Fuels Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed March 10, 2017
File No. 001 -36204

Dear  Mr. Antony :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ John Reynolds

John Reynolds
Assistant Director
Offices of Beverages, Apparel and
Mining

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   Energy Fuels Inc. - SEC Correspondence - Filed by newsfilecorp.com

August 23, 2017

Mr. John Reynolds
Assistant Director
Offices of
Beverages, Apparel and Mining
Division of Corporation Finance
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 26,
      2017 regarding

    Energy Fuels Inc.’s Annual
      Report on Form 10-K for the fiscal year ended

    December 31, 2016, Filed March
      10, 2017.

    File No. 001-36204

Dear Mr. Reynolds:

This letter responds to the comments of the staff of the United
States Securities and Exchange Commission (the “Staff”) set forth in the
July 26, 2017 letter (the “Comment Letter”) regarding the
above-referenced Annual Report on Form 10-K for the fiscal year ended December
31, 2016 (the “10-K”) 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 tell us the mineral price assumptions used in the
calculation of each of your 43-101 mineral resources and reserves. Please tell
us if you intend to revise your disclosures prospectively to include this
information or explain the basis for your presentation.

The Company’s Response No. 1:

In response to Staff Comment No. 1, the following table sets
out each property with respect to which Canadian National Instrument 43-101
(“43-101”) resources and/or reserves were disclosed in the 10-K, and the
mineral price assumptions used in the calculation of such mineral resources and
reserves. Unless otherwise specified below, all price assumptions were either
expressly set out in, or calculated from cost assumptions expressly set out in,
the respective 43-101 Technical Reports. In each case where the price assumption
was not expressly set out in, or calculated from cost assumptions expressly set
out in, the relevant 43-101 Technical Report, we have confirmed the applicable
price assumption with the author of the Technical Report.

John Reynolds
August 23, 2017
Page 2

    Material Properties
    Price Assumption

    Nichols Ranch, Jane Dough and Hank*
    $65.00/lb U3O8

    Alta Mesa**
    $65.00/lb U3O8

    Canyon, Arizona 1 and Pinenut**
    $50.00/lb U3O8

    Roca Honda*
    $65.00/lb U3O8

    Sheep Mountain
    $65.00/lb U3O8

    Henry Mountains, Tony M
    $60.00/lb U3O8

    Henry Mountains, Bull Frog**
    $40.00/lb U3O8

    La Sal Complex
    $65.00/lb U3O8 and
      $6.50/lb V2O5

    Daneros
    $60.00/lb U3O8

    Non-Material Properties

    Reno Creek**
    $65/lb U3O8

    West North Butte**
    $65/lb U3O8

    North Rolling Pin**
    $65/lb U3O8

    Arkose Joint Venture**
    $65.00/lb U3O8

    Wate
    $38.00/lb U3O8

    EZ1/EZ2
    $53.00/lb U3O8

    Whirlwind***
    $77.50/lb U3O8 and
      $7.50/lb V2O5

    Sage Plain
    $63.00/lb U3O8 and
      $6.75/lb V2O5

    *

      Based on the price assumption used for the economic
      analysis in the Preliminary Economic Assessment contained in the Technical
      Report.

    **

      Confirmed by subsequent correspondence from the author of
      the Technical Report.

    ***

      Based on reference in the Technical Report to the
      Company’s internal tentative mine plan, which contained price assumptions
      used to determine the cutoff grade for the resource calculations, as
      confirmed by subsequent correspondence from the author of the Technical
      Report.

The 10-K discloses the price assumptions used for the Roca
Honda Project Resource calculation (see page 72, note 3 of the 10-K) and Sheep
Mountain Project resource/reserve estimates (see page 79 of the 10-K), but does
not disclose the price assumptions for any other resource calculations. We will
revise our disclosures prospectively in future Annual Reports on Form 10-K,
commencing with the Form 10-K for the fiscal year ending December 31, 2017 to
include the price assumptions used to calculate the cut-off grade for all
resource or reserve estimates and for any economic analyses disclosed in future
Annual Reports on Form 10-K. Such disclosure will be set out in a footnote or
footnotes to each table that includes a resource or reserve estimate or economic
analyses or elsewhere in the text of the Form 10-K as may be appropriate.

* * * * *

If you should have any questions regarding the response letter,
please do not hesitate to contact the undersigned at (303) 389-4130 or Richard
Raymer of Dorsey & Whitney LLP at (416) 367-7388.

John Reynolds
August 23, 2017
Page 3

    Sincerely,

    Energy Fuels Inc.

    /s/ David C. Frydenlund

    David C. Frydenlund

    Senior Vice President, General Counsel and

    Corporate Secretary

cc: Richard Raymer, Dorsey & Whitney LLP

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August 7, 2017

Mr. John Reynolds
Assistant Director

Offices of Beverages, Apparel and Mining
Division of Corporate Finance

Securities and Exchange Commission
Washington, D.C. 20549

RE: REQUEST FOR EXTENSION OF TIME TO RESPOND TO
COMMENT LETTER DATED 7/26/2017

Dear Mr. Reynolds:

Energy
Fuels Inc. (the “Company”) hereby advises the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) that the
Company has received the Staff's letter dated July 26, 2017 (the “Comment
Letter”), regarding the Commission's review of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2016. The Comment Letter
requests that the Company respond within ten (10) business days from the date
thereof, or inform the Staff of when the Company would provide a response. As
discussed with Mr. Coleman, the Company respectfully requests an extension until
August 23, 2017 to respond to the Comment Letter.

Should you have any questions, please do not hesitate to
contact me at (303) 389-4130, or our outside counsel, Richard Raymer at Dorsey
& Whitney LLP, at (416) 722-6023. Thank you very much for your courtesy and
cooperation in this matter.

Sincerely,

/s/ David
Frydenlund

David Frydenlund
Senior Vice President, General Counsel

and Corporate Secretary

cc: Mr. John Reynolds, Division of Corporate
Finance

July 26, 2017

Via E -mail
Stephen P. Antony
Chief Executive Officer
Energy Fuels Inc.
225 Union Blvd., Suite 600
Lakewood, Colorado 80228

Re: Energy Fuels Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed March 10, 2017
File No. 001 -36204

Dear  Mr. Antony :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2016
Summary of Mineral Reserves and Resources page 37

1. Please tell  us the mineral price assumptions used in the calculation of each of your 43 -
101 mineral resources and reserves.  Please tell us if you intend to revise your disclosures
prospectively to include this information or explain the basis for your presentation.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Stephen P. Antony
Energy Fuels Inc.
July 26, 2017
Page 2

 Please contact John Coleman at (202) 551 -3610 or me at  (202) 551 -3790 with any
questions.

Sincerely ,

 /s/ John Reynolds

John Reynolds
Assistant Director
Offices of Beverages, Apparel and
Mining

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August 3, 2016

Via EDGAR

United States Securities and Exchange
Commission

Division of Corporation Finance
Attn:
100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Application for Qualification of Trust
      Indentures on Form T-3 (No. 022-29022) of Energy Fuels Inc.

Ladies and Gentlemen:

On behalf of Energy Fuels Inc. (the “Company”), and pursuant to
Section 307(c) of the Trust Indenture Act of 1939, as amended, and Rule 461
promulgated under the Securities Act of 1933, as amended, the undersigned hereby
requests that the effective date of the above referenced Application for
Qualification of Trust Indentures on Form T-3 be accelerated to 1:00 p.m.,
Washington, D.C. time, on August 4, 2016, or as soon thereafter as
practicable.

Energy Fuels Inc., hereby authorizes Richard Raymer, an
attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally
modify or withdraw this request for acceleration.

Energy Fuels Inc. hereby acknowledges
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
      not 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 Commission or any person under the federal securities laws of the
      United States.

Please contact the undersigned at (303) 389-4130 or Richard
Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with
respect to this request.

August 3, 2016
Page 2

    Sincerely,

    Energy Fuels Inc.

    /s/ David C. Frydenlund

    David C. Frydenlund

    Senior Vice President, General Counsel and
      Corporate Secretary

    cc:

      Richard Raymer, Dorsey & Whitney
LLP

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August 1, 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 28, 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 28, 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. Capitalized terms used in this
letter and not defined herein have the meanings assigned to them in the letter
the Company filed with the Commission on July 26, 2016.

Our responses are as follows:

Staff Comment No. 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 the 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 of 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 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 debentures 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.”

Mr. John Reynolds
August 1, 2016
Page 2

The Company’s Response No. 1:

    I.

      Tender Offer 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”).

The Debentures were issued by the Company in a Canadian public
offering prior to the Company becoming an SEC registrant. The Company’s
Indenture and the Debentures are governed by Canadian law and contain provisions
which permit the Company to call a meeting and seek a favorable vote of holders
of as few as 16⅔%1 of the aggregate principal amount of 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”). With a favorable
vote from holders of as few as 16⅔% of the aggregate principal amount of
Debentures, the Company is allowed to implement the Amendments by amending the
Indenture and also amending all of the Debentures, including Debentures held by
persons who voted against the Amendments or who abstained from voting.
Thereupon, the extended maturity date and all of the other Amendments will apply
to all Debentures. These approval provisions are relatively common in Canadian
law indentures and were agreed to by the Debentureholders at the time they made
their investment decision to acquire the Debentures. The Company is undertaking
the consent solicitation with respect to the Amendments in accordance with these
meeting and voting procedures.

This approval process is different than most U.S. law
indentures which ordinarily prohibit any amendment that affects the payment
terms of debt securities, such as the extension of the maturity date, without
the consent of each individual holder. Such an amendment would ordinarily be
made pursuant to an issuer tender offer conducted in accordance with Rule 13e-4,
and each individual holder would be entitled to make its own decision as to
whether to accept or reject the amendment. Under a typical U.S. law indenture,
such an amendment would only be effective against those holders who voted in
favor of the amendment and agreed to tender or exchange their debt securities
for amended debt securities. Non-consenting and abstaining holders would
continue to hold their original debt securities.

_____________________
1 $22,000,000 aggregate
principal amount of Debentures are outstanding. 25% (or $5,500,000 aggregate
principal amount) constitutes a quorum for the meeting. 66⅔% of the quorum (or
$3,663,300 aggregate principal amount) must vote in favor or the Amendments in
order to approve the Amendments. $3,663,300 equals 16⅔% of the aggregate
principal amount of all Debentures outstanding.

Mr. John Reynolds
August 1, 2016
Page 3

The procedures set forth in the Company’s Indenture for
approving the Amendments are not analogous to a typical issuer tender offer
whereby certain holders can tender or exchange their debt securities while
others can refuse or abstain. If the Amendments are approved by holders of as
few as 16⅔% of the aggregate principal amount of Debentures, the Amendments
will bind all holders. The Company believes the meeting and voting process
described above should be viewed similar to a meeting of equity holders in
connection with a recapitalization or stock split or meeting of target
shareholders in connection with a merger. In these instances, less than all
security holders are permitted to bind the entire class and the meeting and
voting processes are not considered issuer tender offers. Similarly, the Company
does not believe that it is conducting an issuer tender offer in calling a
meeting and seeking approval for the Amendments in the manner described.

In that you have asked us to address considerations with
respect to the protection of the investment decision of the Debentureholders in
connection with the consent solicitation and the Amendments, we provide the
following information.

The Company’s Indenture requires that the Company provide a
basic form of notice of the meeting with a brief statement of the general nature
of the business to be transacted. In connection with the meeting, the Company
prepared and mailed to Debentureholders a Management Information Circular
(“Circular”) which contains substantially identical information as
required in a Schedule TO, including a full copy of the proposed form of Amended
Indenture. Debentureholders were also given 24 days to review and consider these
materials. The Company is conducting the meeting pursuant to the requirements of
the Indenture (including the notice, voting and procedural mechanics).

The totality of the circumstances does not suggest a
substantial risk that holders will lack information to make a carefully
considered appraisal of the Amendments.2 We believe that the ample
information provided and the procedural mechanics being undertaken in accordance
with the Company’s Indenture provide significant protection to investors in
their consideration of the Amendments. These are the procedural mechanics agreed
to by the Debentureholders at the time they made their investment decision to
acquire the Debentures. The Company respectfully submits that the filing of a
Schedule TO will not result in Debentureholders having additional information.

We would like to note that the Company’s Indenture permits the
Company to seek a written consent for the approval of the Amendments in lieu of
holding a meeting. The Company could have sought the written consent from a
relatively small number of institutional investors in order to approve and
implement the Amendments. Had the Company undertaken to obtain a written consent
in lieu of holding a meeting, the other Debentureholders would not have been
entitled to any advance notice or other information pertaining to the Amendments
until after the Amended Indenture had become effective. That process would have
resulted in the extended maturity date and all of the other Amendments applying
to all Debentures, including Debentures held by persons who were not solicited.
In connection with the Amendments, the Company has elected a significantly more
transparent process and provided ample information and sufficient time for the
consideration of the Amendments.

_____________________
2 See Hanson Trust PLC
v. SMC Corporation, 774 F.2d 47 (2d Cir. 1985).

Mr. John Reynolds
August 1, 2016
Page 4

In addition, even though the Company does not believe that a
new security is being issued in connection with the Amendments as discussed
further below, the Company has treated the consent solicitation in accordance
with Section 3(a)(9) and filed a Form T-3 for the qualification of the Amended
Indenture under the Trust Indenture Act.

    II.

      New Security Analysis

The Company respectfully submits that the Amendments to the
Indenture and the Debentures should not constitute the offer and sale of a new
security under Section 2(a)(3) of the Securities Act. Commission no-action
letters and other Commission commentary suggest that amendments to a security do
not create a new security when made in accordance with the instrument governing
the rights of the original security holders. If the consent of each of the
Debentureholders were required to implement the Amendments, Commission no-action
letters and other Commission commentary suggest that adoption of the Amendments
could be deemed to create a new security.3 For example, in Magic
Marker Corp.,4 the issuer proposed to extend the maturity date of
notes by ten years, which would have required the unanimous consent of the
holders. The Staff expressed the view in its letter refusing to grant no-action
relief that the amendment would result in the issuance of new securities. The
Staff took a similar position in Allied-Carson Corp.,5 where
unanimous consent of the holders was required to extend the maturity and
increase the interest rate of certain bonds. On the other hand, in Wilson
Foods Corp.,6 where the issuer sought to shorten the maturity
date of certain of its debentures, the Staff granted no-action relief. Unlike in
Magic Marker, the indenture governing the Wilson Foods Corp.
debentures did not require unanimous consent to make such a change. Similarly,
the Staff has also consistently taken the position that mandatory redemption
obligations may be changed if such changes require less than unanimous consent
of the holders.7 For example, in IDS Realty Trust, the issuer
proposed to terminate its obligation to fund what was, in essence, a sinking
fund.8 Although such an amendment constituted an adverse change to a
payment term, the indenture did not require unanimous consent to make the
change. As such, the Staff, without passing on the question of whether a new
security was involved, granted no-action

_____________________
3 See Bryant B. Edwards and
Jon J. Bancone, Modifying Debt Securities: The Search for the Elusive
“New Security” Doctrine, Business Lawyer, February, 1992 (noting
that the Staff maintains a long-established position that “the new security
doctrine does not apply to modifications of debt securities that require less
than unanimous consent”).

4 Edwards and Bancone, supra, at 596,
discussing the Magic Marker Corp. SEC No-Action Letter available on June
30, 1971.

5 Allied-Carson Corp., SEC No-Action Letter,
[1975-1976 Transfer Binder] Fed.Secl.L.Rep. (CCH) 60,434 (February 12, 1976). As
Edwards and Bancone note, the facts surrounding the Allied Carson request are
not clear from the no-action letter request. Most importantly, the “letter
does not state whether the maturity extension required the consent of each
affected bondholder.” Edwards and Bancone, supra.

6 Wilson Foods Corp., SEC No-Action Letter,
1984 SEC No-act LEXIS 2415 (Aug. 6, 1984).

7 Edwards and Bancone, supra.

8 IDS Realty Trust, SEC No-Action Letter.
[1975-1976 Transfer Binder] Fed.Sec.L.Rep. (CCH) ¶ 80,555 (May 17, 1976).

Mr. John Reynolds
August 1, 2016
Page 5

relief.9 As noted in a relevant legal
article,10 the only conceptual difference between cases like Magic
Marker, on the one hand, and Wilson Foods Corp. and IDS Realty
Trust, on the other, is the requirement of consent of each bondholder in
those cases where the amendment to the payment term was deemed to be a new
security.

We believe these decisions support our view that the Amendments
should not constitute an offer or sale of a new security. As discussed above,
the Indenture specifically permits the Debentureholders to authorize the
Amendments (requiring a favorable vote of holders of as few as 16⅔% of the
aggregate principal amount of Debentures). As a result, 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. Put another way, the Debentureholders knowingly acquired their
securities subject to the rights of the Company to effect changes in the manner
now proposed. These approval provisions are relatively common in Canadian law
indentures and are different than the ordinary exchange mechanisms whereby each
holder would have a right to separately accept or reject the Amendments with
respect to its Debentures.

As a result, the Company respectfully submits that the
Amendments to the Indenture and the Debentures should not constitute the offer
and sale of a new security under Section 2(a)(3) of the Securities Act.

Staff Comment No. 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, whether 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.

The Company’s Response No. 2:

On June 17, 2016, the Company provided notice of the meeting of
the Debentureholders pursuant to the advance notice requirements established by
the Indenture and the Company issued a press release announcing that it had
provided such notice. At the time of the notice and press release, the Company had not yet established the
terms of the Amendments, and the press release specifically stated that any such
terms would be outlined in a proxy circular. Further, the press release stated
that “a decision on whether the Company will pursue the [A]mendments to the
Debentures is expected to be ann

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

CORRESP
1
filename1.htm

   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

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

CORRESP
1
filename1.htm

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

May 4, 2016

John Reynolds
Assistant Director
Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    Response to the Securities and Exchange
      Commission

    Staff Comment dated May 3, 2016
      regarding

    Energy Fuels Inc.

    Amendment No. 1 to Registration Statement on
      Form S-3

    File No. 333-210782

Dear Mr. Reynolds:

This letter responds to the comment of the staff of the United
States Securities and Exchange Commission (the “Staff”) set forth in the
May 3, 2016 letter (the “Comment Letter”) regarding the above-referenced
Amendment No. 1 to the Registration Statement on Form S-3 (the “S-3”) of
Energy Fuels Inc. (the "Company”). For your convenience, the Staff’s
comment is included below and we have numbered our responses accordingly.

Concurrently with the filing of this response to the Comment
Letter, the Company has filed an Amendment No. 2 to the S-3 (the
“Amendment”).

Our response is as follows:

Staff Comment No. 1.

We note that the legality opinion in Exhibit 5.1 now states
that the Shares, Preferred Shares, and Warrant Shares will be legally issued
as fully paid and non-assessable. Please file a revised legality
opinion that opines on whether such shares will be legally issued, fully paid,
and non-assessable, as those terms are understood under U.S. law.
For guidance, refer to Section II.B.1.c of Staff Legal Bulletin No. 19.

The Company’s Response No. 1:

In response to Staff Comment No. 1, the Amendment includes a
revised Exhibit 5.1 legal opinion which states that the Shares, Preferred Shares
and Warrant Shares will be legally issued, fully paid and non-assessable.

* * * * *

Thank you for your review of the filing. If you should have any
questions regarding the response letter, please do not hesitate to contact the
undersigned at (303) 389-4130 or Richard Raymer of Dorsey & Whitney LLP at
(416) 367-7388.

John Reynolds
May 4, 2016
Page 2

Sincerely,
Energy Fuels Inc.

/s/ David C. Frydenlund
David C.
Frydenlund
Senior Vice President, General Counsel and
Corporate
Secretary

    cc:

      Richard Raymer, Dorsey & Whitney
LLP

Mail Stop 3561

May 3, 2016

Via E -mail
David Frydenlund
General Counsel and Corporate Secretary
Energy Fuels Inc.
225 Union Blvd., Suite 600
Lakewood, Colorado 80228

Re: Energy Fuels, Inc.
  Amendment No. 1 to Registration Statement on Form S-3
Filed  April 15, 2016
  File No.  333-210782

Dear David Frydenlund :

We have reviewed your amended registration statement  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 registration statement 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments .  Unless we note
otherwise, our references to prior comments are to comments in our April 26, 2016, letter .

1. We note that the legality opinion in Exhibit 5.1 now states that the Shares, Preferred
Shares, and Warrant Shares will be legally issued as fully  paid and non -assessable.
Please file a revised legality opinion that opines on whether such shares will be legally
issued, fully paid, and non-assessable, as those terms are understood under U.S. law.  For
guidance, refer to Section II.B.1.c of Staff Legal Bulletin No. 19.

David Frydenlund
Energy Fuels, Inc.
May 3 , 2016
Page 2

 Please contact Kathleen Suellentrop  at (202) 551 -4256 or Pamela Howell  at (202) 551 -
3357 with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

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

cc: Richard Raymer, Esq.
Dorsey & Whitney LLP

CORRESP
1
filename1.htm

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

May 4, 2016

John Reynolds
Assistant Director
Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    Request for Acceleration

    Energy Fuels Inc.

    Amendment No. 2 to Registration Statement on
      Form S-3

    File No. 333-210782

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, Energy Fuels Inc., respectfully requests that the Commission
accelerate the effectiveness of the above-referenced Form S-3 Registration
Statement Amendment No. 2 (File No. 333-210782), and permit said Registration
Statement to become effective at 3:00 p.m. (Eastern Time) on May 5, 2016 or as
soon thereafter as practicable.

Energy Fuels Inc., hereby authorizes Richard Raymer, an
attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally
modify or withdraw this request for acceleration.

    Energy Fuels Inc. hereby acknowledges 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 not 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 Commission or any person under the federal securities laws of the
      United States.

Please contact the undersigned at (303) 389-4130 or Richard
Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with
respect to this request.

Sincerely,
Energy Fuels Inc.

/s/ David C. Frydenlund
David C.
Frydenlund
Senior Vice President, General Counsel and Corporate

Secretary

    cc:

      Richard Raymer, Dorsey & Whitney
LLP

CORRESP
1
filename1.htm

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

May 2, 2016

John Reynolds
Assistant Director
Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    Responses to the Securities and Exchange
      Commission

    Staff Comments dated April 26, 2016
      regarding

    Energy Fuels Inc.

    Registration Statement on Form S-3

    Filed April 15, 2016

    File No. 333-210782

Dear Mr. Reynolds:

This letter responds to the comments of the staff of the United
States Securities and Exchange Commission (the “Staff”) set forth in the
April 26, 2016 letter (the “Comment Letter”) regarding the
above-referenced Form S-3 Registration Statement (the “S-3”) of Energy
Fuels Inc. (“the Company”). For your convenience, the Staff’s comments
are included below and we have numbered our responses accordingly.

Concurrently with the filing of this response to the Comment
Letter, the Company has filed an Amendment No. 1 to the S-3 (the
“Amendment”).

Our responses are as follows: Exhibit 4.8 – Form of
Indenture Staff Comment No. 1.

We note that the indenture filed as Exhibit 4.8 does not
contain a reasonably itemized and informative table of contents or a cross
reference sheet showing the location in the indenture of the provision inserted
pursuant to Sections 310 through 318(a) of the Trust Indenture Act of 1939, as
required by Items 601(b)(4)(iv)(A) and (B) of Regulation S-K. Please re-file
your indenture to include the table of contents and the cross-reference
sheet.

The Company’s Response No. 1:

In response to Staff Comment No. 1, the Amendment includes a
revised form of indenture which includes the requested table of contents and
cross reference sheet.

John Reynolds
May 2, 2016
Page 2

Exhibit 5.1 – Legality Opinion

Staff Comment No. 2.

Please revise the legality opinion to also opine on the
legality of the 2,515,625 common shares issuable upon the exercise of the
warrants issued in March 2016.

The Company’s Response No. 2:

In response to Staff Comment No. 2, the Amendment includes a
revised Exhibit 5.1 legal opinion which opines on the legality of the 2,515,625
common shares issuable upon the exercise of the warrants issued in March 2016.

Staff Comment No. 3.

We note that the legality opinion states that the Shares and
Preferred Shares will be validly issued as fully paid and
non-assessable. Please file a revised legality opinion that opines on whether
such shares will be legally issued, fully paid, and non-assessable, as those
terms are understood under U.S. law. For guidance, refer to Section II.B.1.c of
Staff Legal Bulletin No. 19.

The Company’s Response No. 3:

In response to Staff Comment No. 3, the Amendment includes a
revised Exhibit 5.1 legal opinion which states that the Shares and Preferred
Shares will be legally issued, fully paid and non-assessable.

Staff Comment No. 4.

We note that the legality opinion states that the Rights,
Warrants, Subscriptions Receipts, and Units will be “validly issued.” Please
file a revised legality opinion that opines that the Rights, Warrants,
Subscription Receipts, and Units are binding obligations of the registrant under
the law of the jurisdiction governing the respective securities. For guidance,
refer to Section II.B.1.f and II.B.1.h of Staff Legal Bulletin No. 19.

The Company’s Response No. 4:

In response to Staff Comment No. 4, the Amendment includes an
Exhibit 5.2 legal opinion which opines that the Rights, Warrants, Subscription
Receipts, and Units will be binding obligations of the Company.

Staff Comment No. 5.

We note that the legality opinion states that the Debt
Securities will be “validly issued.” Please file a revised legality opinion that
opines on whether the Debt Securities are binding obligations under the law of
the jurisdiction governing the agreement or instrument pursuant to which the
Debt Securities are issued. For guidance, refer to Section II.B.1.e of Staff
Legal Bulletin No. 19.

John Reynolds
May 2, 2016
Page 3

The Company’s Response No. 5:

In response to Staff Comment No. 5, the Amendment includes an
Exhibit 5.2 legal opinion which opines that the Debt Securities will be binding
obligations under the law of the jurisdiction governing the agreement or
instrument pursuant to which the Debt Securities are issued.

Staff Comment No. 6.

We note the statement that the opinion is limited to the laws
of the Province of Canada and the federal laws of Canada. Please revise to also
include the laws of the jurisdiction governing the agreements being registered.
For guidance, refer to paragraph 2 to Section II.B.1.e of Staff Legal Bulletin
No. 19.

The Company’s Response No. 6:

In response to Staff Comment No. 6, the Amendment includes an
Exhibit 5.2 legal opinion which references the laws of the State of New York as
the jurisdiction governing the agreements being registered.

* * * * *

Thank you for your review of the filing. If you should have any
questions regarding the response letter, please do not hesitate to contact the
undersigned at (303) 389-4130 or Richard Raymer of Dorsey & Whitney LLP at
(416) 367-7388.

Sincerely,
Energy Fuels Inc.

/s/ David C. Frydenlund
David C.
Frydenlund
Senior Vice President, General Counsel and
Corporate
Secretary

    cc:
    Richard Raymer, Dorsey & Whitney LLP

Mail Stop 3561

April 26, 2016

Via E -mail
David Frydenlund
General Counsel and Corporate Secretary
Energy Fuels Inc.
225 Union Blvd., Suite 600
Lakewood, Colorado 80228

Re: Energy Fuels, Inc.
  Registration Statement on Form S-3
Filed  April 15, 2016
  File No.  333-210782

Dear David Frydenlund :

We have limited our review of your registration statement 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 registration statement and providing the
requested information .  If you do not believe our com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Exhibit 4.8 – Form of Indenture

1. We note that the indenture filed as Exhibit 4.8 does not contain a reasonably itemized and
informative table of contents or a cross reference sheet showing the location in the
indenture of the provision inserted pursuant to Sections 310 through 318(a) of the Trust
Indenture Act of 1939, as required by Items 601(b)(4)(iv)(A) and (B) of Regulation S -K.
Please re -file your indenture to include the table of contents and the cross -reference shee t.

Exhibit 5.1 – Legality Opinion

2. Please revise the legality opinion to also opine on the legality of the 2,515,625 common
shares issuable upon the exercise of the warrants issued in March 2016.

David Frydenlund
Energy Fuels, Inc.
April 26, 2016
Page 2

3. We note that the legality opinion states that the Shares  and Preferred Shares will be
validly issued as fully paid and non -assessable.  Please file a revised legality opinion that
opines on whether such shares will be legally issued, fully paid, and non -assessable, as
those terms are understood under U.S. law.  For guidance, refer to Section II.B.1.c of
Staff  Legal Bulletin No. 19.

4. We note that the legality opinion states that the Rights, Warrants, Subscriptions Receipts,
and Units will be “validly issued.”  Please file a revised legality opinion that opines th at
the Rights, Warrants, Subscription Receipts, and Units are binding obligations of the
registrant under the law of the jurisdiction governing the respective securities.  For
guidance, refer to Section II.B.1.f and II.B.1.h of Staff Legal Bulletin No. 19.

5. We note that the legality opinion states that the Debt Securities will be “validly issued.”
Please file a revised legality opinion that opines on whether the Debt Securities are
binding obligations under the law of the jurisdiction governing the agreeme nt or
instrument pursuant to which the Debt Securities are issued.  For guidance, refer to
Section II.B.1.e of Staff Legal Bulletin No. 19.

6. We note the statement that the opinion is limited to the laws of the Province of Canada
and the federal laws of Canada.  Please revise to also include the laws of the jurisdiction
governing the agreements being registered.  For guidance, refer to paragraph  2 to Section
II.B.1.e of Staff Legal Bulletin No. 19.

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 Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

Notwithstand ing our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated a uthority, 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 not  relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

David Frydenlund
Energy Fuels, Inc.
April 26, 2016
Page 3

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as conf irmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Kathleen Suellentrop  at (202) 551 -4256 or Pamela Howell  at (202) 551 -
3357 with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

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

cc: Richard Raymer, Esq.
Dorsey & Whitney LLP