Energy Fuels Inc. Exhibit 10.1 - Filed by newsfilecorp.com






UNDERWRITING AGREEMENT

March 9, 2016

Energy Fuels Inc. 
225 Union Blvd., Suite 600
Lakewood,
CO 80228 

Attention: Mr. Stephen P. Antony, President and Chief Executive
Officer

Ladies and Gentlemen:

Cantor Fitzgerald Canada
Corporation (“CFCC”), Haywood Securities Inc. (“Haywood”) and Roth
Capital Partners, LLC (collectively with CFCC and Haywood, the
“Co-Lead Underwriters”), together with Dundee Securities Ltd.,
Raymond James Ltd. and Rodman & Renshaw a unit of H.C. Wainwright & Co.,
LLC (collectively with the Co-Lead Underwriters, the “Underwriters”),
understand that, subject to the terms and conditions stated herein, Energy Fuels
Inc., a company continued under the Business Corporations Act
(Ontario) (the “Company”), proposes to issue and sell to the
Underwriters an aggregate of 4,375,000 units (the “Firm Units”),
each Firm Unit consisting of one common share in the capital of the Company (the
“Unit Shares”) and one-half common share purchase warrant in the capital
of the Company (the “Warrants”), with each whole Warrant entitling the
holder thereof to purchase one common share in the capital of the Company (each
a “Warrant Share”) at any time prior to 5:00 p.m. (Toronto time) on the
date that is 36 months following the Closing Date (as defined in Section 2(3))
upon payment of the exercise price of US$3.20 per Warrant Share. The Warrants
will be issued pursuant a warrant indenture to be dated the Closing Date between
the Company and CST Trust Company, as warrant agent, providing for the creation
and issuance of the Warrants (the “Warrant Indenture”). The Units will
immediately separate into Unit Shares and Warrants upon closing of the offering.


Based on the foregoing, and
subject to the terms and conditions contained in this Underwriting Agreement
(this “Agreement”), the Underwriters severally and not jointly, in
respect of their percentages set forth in Section 9 hereof, agree to purchase
from the Company, and by its acceptance hereof, the Company agrees to sell to
the Underwriters, all but not less than all of the Firm Units on the Closing
Date for a purchase price of US$2.40 (the “Offering Price”) per Firm
Unit, being an aggregate purchase price of US$10,500,000 against delivery of
such Units.

In addition, the Company proposes
to grant to the Underwriters, in respect of their percentages set forth in
Section 9 hereof, an option (the “Over-Allotment Option”), exercisable in
whole or in part at any time prior to the Closing Date, to purchase up to an
additional 656,250 Units (the “Additional Units”) each comprised of one
common share (the “Additional Unit Shares”) and one half of a Warrant
(the “Additional Warrants”) representing up to 15% of the aggregate
number of Firm Units, at the Offering Price and upon the terms and conditions
set forth herein for the purposes of covering over-allotments and for market
stabilization purposes. The additional common shares of the Company to issuable
upon the exercise of Additional Warrants are hereinafter referred to as the
“Additional Warrant Shares”. The Over-Allotment Option may be exercised
by the Underwriters in respect of: (i) Additional Units at the
Offering Price; or (ii) Additional Unit Shares at a price of US$2.133 per
Additional Unit Share; or (iii) Additional Warrants at a price of US$0.534 per
Additional Warrant; or (iv) any combination of Additional Unit Shares and/or
Additional Warrants so long as the aggregate number of Additional Unit Shares
and Additional Warrants that may be issued under the Over-Allotment Option does
not exceed 656,250 Additional Unit Shares and 328,125 Additional Warrants. The
Units, including the Unit Shares, the Warrant Shares, the Additional Unit
Shares, the Additional Warrant Shares, the Warrants, and the Additional Warrants
shall have the attributes described in and contemplated by the Prospectuses
which are referred to below.




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The Underwriters understand that
the Company intends to allocate US$2.133 of the Offering Price as consideration
for the issue of each Unit Share (including any Additional Units Shares) and
US$0.267 of the Offering Price as consideration for the issue of each one-half Warrant
(including any Additional Warrants). 

Any references to “Additional
Units” herein shall be construed as references to Additional Unit Shares
and/or Additional Warrants, as the context requires, based on whether or not the
Over-Allotment Option is exercised and the allocation of Additional Unit Shares
and/or Additional Warrants thereunder.

	Section 1 	Background and Interpretation.
  


(1)      The Company has prepared and
filed with the securities regulatory authorities (the “Canadian
Commissions”) in each of the provinces of Canada other than Québec
(collectively, the “Qualifying Jurisdictions”) a preliminary short form
base shelf prospectus dated March 28, 2014 relating to the distribution of up to
US$100,000,000 of common shares, warrants, subscription receipts, preferred
shares, units and debt securities of the Company (the “Shelf Securities”)
pursuant to applicable securities laws of the Qualifying Jurisdictions and the
respective rules, regulations, blanket rulings, orders and notices made
thereunder and the local, uniform, national and multilateral instruments and
policies adopted by the Canadian Commissions in the Qualifying Jurisdictions
(collectively, as applied and interpreted, the “Canadian Securities
Laws”) and in accordance with Multilateral Instrument 11-102 - Passport
System (“MI 11-102”) and National Policy 11-202 - Process for
Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and
together with MI 11-102, the “Passport System”). Such preliminary short
form base shelf prospectus relating to the distribution of the Shelf Securities,
including any documents incorporated by reference therein and any supplements or
amendments thereto, is herein called the “Canadian Preliminary Base
Prospectus.” The Company has prepared and filed the Canadian Preliminary
Base Prospectus pursuant to National Instrument 44-101 - Short Form
Prospectus Distributions and National Instrument 44-102 – Shelf
Distributions, the “Shelf Procedures”. The Ontario Securities
Commission (the “Principal Regulator”) has issued a receipt for the
Canadian Preliminary Base Prospectus and the Company has satisfied the
conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian
Commissions for the Canadian Preliminary Base Prospectus in each of the other
Qualifying Jurisdictions. 

(2)      The Company has also
prepared and filed with the United States Securities and Exchange Commission
(the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional
Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10
(Registration No. 333-194916) under the United States Securities Act of 1933, as
amended (together with the rules and regulations promulgated thereunder, the
“Securities Act”), including the Canadian Preliminary Base Prospectus
with such deletions therefrom and additions or changes thereto as are permitted
or required by Form F-10 and the applicable rules and regulations of the SEC.
Such prospectus, including the documents incorporated by reference therein and
any supplements or amendments thereto, is herein called the “U.S. Preliminary
Prospectus.” The Company has also prepared and filed with the SEC an
Appointment of Agent for Service of Process and Undertaking on Form F-X at the
time of the initial filing of the registration statement on Form F-10 (the
“Form F-X”). For purposes of this Agreement, “U.S. Securities
Laws” means all applicable securities laws in the United States, including
without limitation, the Securities Act, the Exchange Act (as defined in Section
1(9)) and the rules and regulations promulgated thereunder, and any applicable
state securities laws. 




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(3)      In addition, the Company (a)
has prepared and filed (i) with the Canadian Commissions in the Qualifying
Jurisdictions, a final short form base shelf prospectus dated April 9, 2014
relating to the distribution of the Shelf Securities (including any documents
incorporated therein by reference and any supplements or amendments thereto, the
“Canadian Final Base Prospectus”), pursuant to the Shelf Procedures,
omitting the Shelf Information (as hereinafter defined) in accordance with the
rules and procedures set forth in NI 44-102, (ii) with the Canadian Commissions
in the Qualifying Jurisdictions, a preliminary prospectus supplement to the
Canadian Final Base Prospectus dated March 8, 2016 (the “Canadian Preliminary
Prospectus Supplement”), (iii) with the SEC an amendment to the registration
statement on Form F-10, including the Canadian Final Base Prospectus (with such
deletions therefrom and additions thereto as are permitted or required by Form
F-10 and the applicable rules and regulations of the SEC) which such amendment
became effective on April 10, 2014 (the “Effective Date”) pursuant to
Rule 467(b) under the Securities Act (the “U.S. Final Prospectus”), and
(iv) with the SEC a U.S. Preliminary Prospectus Supplement dated March 8, 2016,
pursuant to General Instruction II. L of Form F-10 (the “U.S. Preliminary
Prospectus Supplement”) and (b) will prepare and file, as promptly as
possible and in any event (i) not later than 4:00 p.m. (Toronto time) on March
10, 2016, with the Canadian Commissions in the Qualifying Jurisdictions, in
accordance with the Shelf Procedures, a prospectus supplement setting forth the
Shelf Information (including any documents incorporated therein by reference and
any supplements or amendments thereto, the “Canadian Prospectus
Supplement”, and together with the Canadian Final Base Prospectus, the
“Canadian Prospectus”), and (ii) within one business day of such filing
with the Canadian Commissions, with the SEC pursuant to General Instruction
II.L, of Form F-10, the Canadian Prospectus Supplement (with such deletions
therefrom and additions thereto as are permitted or required by Form F-10 and
the applicable rules and regulations of the SEC) (the “U.S. Prospectus
Supplement”, and together with the U.S. Final Prospectus, the “U.S.
Prospectus”). The information, if any, included in the Canadian Prospectus
Supplement that is omitted from the Canadian Final Base Prospectus for which a
final receipt has been obtained from the Canadian Commissions, but that is
deemed under the Shelf Procedures to be incorporated by reference into the
Canadian Final Base Prospectus as of the date of the Canadian Prospectus
Supplement, is referred to herein as the “Shelf Information.”




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(4)      The registration
statement on Form F-10, including any amendment thereof on or prior to the
Effective Date and including the exhibits thereto, the documents incorporated or
deemed to be incorporated by reference therein and any information deemed to be
a part thereof at the Effective Date for purposes of Section 10 under the
Securities Act and including the Shelf Information, is herein called the
“Registration Statement.” 

(5)      The Canadian Preliminary
Base Prospectus and the U.S. Preliminary Prospectus, including the documents
incorporated by reference therein and any supplements or amendments thereto that
omit the Shelf Information are herein collectively sometimes referred to as the
“Preliminary Prospectuses.” The U.S. Prospectus and the Canadian
Prospectus are hereinafter collectively sometimes referred to as the
“Prospectuses.” The U.S. Prospectus Supplement and the Canadian
Prospectus Supplement are hereinafter collectively sometimes referred to as the
“Prospectus Supplements.” The Canadian Preliminary Prospectus Supplement
and the U.S. Preliminary Prospectus Supplement are hereinafter collectively
referred to as the “Preliminary Prospectus Supplements.”

(6)      Any amendment or
supplement to the U.S. Prospectus or the Canadian Prospectus (including any
document incorporated by reference therein), that may be filed by or on behalf
of the Company with the Canadian Commissions in the Qualifying Jurisdictions or
with the SEC after the Canadian Prospectus Supplement and the U.S. Prospectus
Supplement have been filed and prior to the expiry of the period of distribution
of the Units, is referred to herein collectively as the “Supplementary
Material.” 

(7)      As used herein, the
“Applicable Time” is 8:30 a.m. (New York City time) on the date of this
Agreement. As used herein, a “free writing prospectus” has the meaning
set forth in Rule 405 under the Securities Act, and a “Time of Sale
Prospectus” means the U.S. Preliminary Prospectus Supplement and the U.S.
Prospectus together with the information and the free writing prospectuses, if
any, and each “road show” (as defined in Rule 433 under the Securities Act), if
any, related to the offering of the Units contemplated hereby that is a “written
communication” (as defined in Rule 405 under the Securities Act) (each such road
show, a “Road Show”). 

(8)      As used herein, the terms
“Registration Statement”, “Preliminary Prospectuses”,
“Preliminary Prospectus Supplements”, “Time of Sale Prospectus”
and “Prospectuses” shall include the documents incorporated and deemed to
be incorporated by reference therein (the “Incorporated Documents”),
including, unless the context otherwise requires, the documents, if any, filed
as exhibits to such Incorporated Documents.

(9)      All references in this
Agreement to the Registration Statement, the U.S. Preliminary Prospectus, the
U.S. Preliminary Prospectus Supplement or the U.S. Prospectus shall include any
copy thereof filed with the SEC pursuant to its Electronic Data Gathering,
Analysis and Retrieval system (“EDGAR”). All references in this
Agreement to Financial Statements (as defined in Section 3(t) and schedules and
other information which are “contained,” “included” or “stated” in the
Registration Statement, the U.S. Preliminary Prospectus, U.S. Preliminary
Prospectus Supplement, the Time of Sale Prospectus or the U.S. Prospectus (and
all other references of like import) shall be deemed to mean and include all
such Financial Statements and schedules and other information which is or is
deemed to be incorporated by reference in the Registration Statement, the U.S.
Preliminary Prospectus, U.S. Preliminary Prospectus Supplement, the Time of Sale Prospectus or the U.S.
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, the U.S. Preliminary
Prospectus, U.S. Preliminary Prospectus Supplement, the Time of Sale Prospectus
or the U.S. Prospectus, as the case may be, shall be deemed to mean and include
the filing of any document under the United States Securities Exchange Act of
1934, as amended (together with the rules and regulations promulgated
thereunder, the “Exchange Act”) or otherwise that is or is deemed to be
incorporated by reference in the Registration Statement, the U.S. Preliminary
Prospectus, U.S. Preliminary Prospectus Supplement, the Time of Sale Prospectus
or the U.S. Prospectus, as the case may be. 




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(10)      All references in this
Agreement to “issuer free writing prospectus” means any “issuer free
writing prospectus,” as defined in Rule 433 of the Securities Act, relating to
the Offered Units that (i) is required to be filed with the SEC by the Company,
(ii) is a “road show” that is a “written communication” within the meaning of
Rule 433(d)(8)(i) of the Securities Act whether or not required to be filed with
the SEC, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) of the
Securities Act because it contains a description of the Offered Units or of the
offering that does not reflect the final terms, in each case in the form filed
or required to be filed with the SEC or, if not required to be filed, in the
form retained in the Company’s records pursuant to Rule 433(g) of the Securities
Act under the rules and regulations of the SEC. 

(11)      As used herein, “business
day” shall mean a day on which each of the NYSE MKT, LLC (“NYSE”) and
the Toronto Stock Exchange (“TSX” and together with the NYSE, the
“Exchanges”) is open for trading. The terms “herein,” “hereof,” “hereto,”
“hereinafter” and similar terms, as used in this Agreement, shall in each case
refer to this Agreement as a whole and not to any particular section, paragraph,
sentence or other subdivision of this Agreement. The term “or”, as used herein,
is not exclusive. 

(12)      As used herein,
“Governmental Authority” means (i) any federal, provincial, state, local,
municipal, national or international government or governmental authority,
regulatory or administrative agency, governmental commission, department, board,
bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body
(public or private); (ii) any self-regulatory organization; or (iii) any
political subdivision of any of the foregoing. 

(13)      As used herein,
“Applicable Law” means any and all laws, including all federal,
provincial, state and local statutes, codes, ordinances, guidelines, decrees,
rules, regulations and municipal by- laws and all judicial, arbitral,
administrative, ministerial, departmental or regulatory judgments, orders,
directives, decisions, rulings or awards or other requirements of any
Governmental Authority, binding on or affecting the person referred to in the
context in which the term is used. 

(14)      As used herein,
“associate”, “misrepresentation”, “material fact”, and “material change” shall
have the meanings given to such terms under applicable Canadian Securities Laws,
and the terms “affiliate” and “subsidiary” shall have the meanings given to such
terms in National Instrument 45-106 - Prospectus Exemptions. 

(15)      The Underwriters shall
offer the Units for sale to the public directly and through other duly
registered investment dealers and brokers in the Qualifying Jurisdictions and
the United States only as permitted by Applicable Law and upon the
terms and conditions set forth in the Prospectuses and this Agreement. The
Underwriters agree that they will not, directly or indirectly, distribute the
Registration Statement, the Preliminary Prospectuses, the Preliminary Prospectus
Supplements or the Prospectuses or publish any prospectus, circular,
advertisement or other offering material in any jurisdiction other than the
Qualifying Jurisdictions in accordance with Canadian Securities Laws or such
states of the United States in which the Units are duly qualified under U.S.
Securities Laws, in such manner as to require registration of the Units or the
filing of a prospectus or any similar document with respect to the Units by the
Company therein or subject the Company to ongoing periodic reporting obligations
in such jurisdiction pursuant to the securities laws of such jurisdiction. The
Underwriters agree that each of the Underwriters that is not registered as a
broker-dealer under Section 15 of the Exchange Act, will not offer or sell any
Units in, or to persons who are nationals or residents of, the United States
other than through one of its United States registered broker-dealer affiliates
or otherwise in compliance with Rule 15a-6 under the Exchange Act. Sales of
Units in the Qualifying Jurisdictions may be made only by or through a dealer
appropriately registered under applicable Canadian Securities Laws or in
circumstances where an exemption from the Canadian registered dealer
requirements is available. Notwithstanding the foregoing provisions of this
paragraph, an Underwriter will not be liable to the Company under this Agreement
with respect to a default by another Underwriter under this paragraph. 




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	Section 2 	Purchase, Sale, Payment and Delivery of the
      Units. 


The Company hereby confirms its
agreement with the Underwriters concerning the purchase and sale of the Units as
follows: 

(1)      Public Offering of
the Units. The Co-Lead Underwriters hereby advises the Company that the
Underwriters intend to offer for sale to the public, on the terms set forth in
the Time of Sale Prospectus and each Prospectus, their respective portions of
the Units as soon after this Agreement has been executed as the Co-Lead
Underwriters, in their sole judgment, has determined is advisable and
practicable. After the Underwriters have made a reasonable effort to sell all of
the Units at the Offering Price, the purchase price of the Units may be
decreased by the Underwriters and may be further changed from time to time to an
amount not greater than the Offering Price, and the compensation realized by the
Underwriters will be decreased by the amount that the aggregate price paid by
purchasers for the Units is less than the gross proceeds paid by the
Underwriters to the Company. 

(2)      Underwriters’
Commission. In consideration of this Agreement, the Company agrees to
pay to the Underwriters at the Closing Date an underwriting fee equal to (a)
6.0% of the gross proceeds from the sale of the Firm Units, and, if applicable,
(b) 6.0% of the gross proceeds from the sale of any Additional Units (the
“Underwriters’ Commission”). The Underwriters’ Commission may be deducted
by the Underwriters from the proceeds of sale of the Firm Units, and, if
applicable, the Additional Units, on the Closing Date. In addition, the Company
agrees to pay to the Underwriters, and in the manner specified by the Co-Lead
Underwriters, all fees, disbursements and expenses incurred by the Underwriters
in accordance with the provisions in Section 5 hereof.




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(3)      The Closing Date
in respect of the Units. Payment of the Offering Price for the Firm
Units, and if applicable, any Additional Units, shall be made to the Company by
wire transfer against delivery of the Unit Shares and, if applicable, Additional
Unit Shares, to the Co-Lead Underwriters on behalf of the Underwriters, through
the facilities of CDS Clearing and Depository Services Inc. (“CDS”)
and/or The Depository Trust Company (“DTC”) designated by the
Underwriters, and delivery to the Underwriters of Warrants, and if applicable,
Additional Warrant certificates, in such names and denominations as the
Underwriters may request, and such payment and delivery shall be made at 8:30
a.m. (Toronto time), on March 14, 2016 (the “Closing Date”) (unless
another time shall be agreed to by the Co-Lead Underwriters and the Company or
unless postponed in accordance with the provisions of Section 9 hereof). The
Units shall be registered in such names and in such denominations as specified
by the Co-Lead Underwriters on behalf of the Underwriters. It is understood that
the Co-Lead Underwriters have been authorized, for its own account and the
accounts of the non-defaulting Underwriters, to accept delivery of and receipt
for, and make payment of the Offering Price for, the Units the Underwriters have
agreed to purchase (subject to such adjustment as the Co-Lead Underwriters may
determine to eliminate fractional shares and subject to adjustment in accordance
with Section 9 hereof). The Co-Lead Underwriters, individually and not as the
Co-Lead Underwriters of the Underwriters, may (but shall not be obligated to)
make payment for any Units to be purchased by any Underwriter whose funds shall
not have been received by the Co-Lead Underwriters by the Closing Date for the
account of such Underwriter, but any such payment shall not relieve such
Underwriter from any of its obligations under this Agreement. 

(4)      The Additional
Units. In addition, the Company hereby grants to the Underwriters the
Over-Allotment Option to purchase, and upon the basis of the representations and
warranties and subject to the terms and conditions set forth herein, the
Underwriters shall have the right to purchase, severally and not jointly, from
the Company, all or a portion of the Additional Units as may be necessary to
cover over-allotments made in connection with the offering of the Firm Units.
The Over-Allotment Option may be exercised by the Underwriters in respect of:
(i) Additional Units at the Offering Price; or (ii) Additional Unit Shares at a
price of US$2.133 per Additional Unit Share; or (iii) Additional Warrants at a
price of US$0.534 per Additional Warrant; or (iv) any combination of
Additional Unit Shares and/or Additional Warrants so long as the aggregate
number of Additional Unit Shares and Additional Warrants that may be issued
under the Over-Allotment Option does not exceed 656,250 Additional Unit Shares
and 328,125 Additional Warrants. The Over-Allotment Option granted hereunder may
be exercised at any time and from time to time in whole or in part until the
Closing Date upon notice by the Co-Lead Underwriters to the Company, which
notice may be given at any time prior to 10:00 a.m. (Toronto time) on the day
that is one (1) business day prior to the Closing Date (the “Notice of
Exercise”). The Notice of Exercise shall set forth (i) the aggregate number
of Additional Units, Additional Unit Shares and/or Additional Warrants as to
which the Underwriters are exercising the Over-Allotment Option, (ii) the names
and denominations in which the Additional Units are to be registered through the
facilities of DTC and/or CDS, or otherwise, as applicable, and (iii) the names
and denominations that any Additional Warrant certificates shall be registered
in.

(5)      Delivery of the
Units and Closing Mechanics. The Company shall deliver, or cause to be
delivered, to the Co-Lead Underwriters for the accounts of the Underwriters, the
Firm Units, and if applicable, the Additional Units, at the Closing
Date, against the irrevocable release of a wire transfer of immediately
available funds for the amount of the Offering Price therefor. The Units shall
be registered in such names and denominations as the Co-Lead Underwriters shall
have requested at least one full business day prior to the Closing Date.
Deliveries of the documents described in Section 6 hereof with respect to the
purchase of the Units shall be made at the offices of Borden Ladner Gervais LLP
in Toronto, Ontario at 8:30 a.m. (Toronto time), or at such other place as the
Co-Lead Underwriters and the Company may agree, on the Closing Date. Time shall
be of the essence, and delivery at the time and place specified in this
Agreement is a further condition to the obligations of the Underwriters. 




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	Section 3 	Representations and Warranties of the
      Company. 


The Company hereby represents and
warrants to each Underwriter and Cantor Fitzgerald & Co. (“CF US”),
as of the date of this Agreement, as of the Closing Date, and covenants with
each Underwriter, as follows:

	 	(a) 	
      Registration Statement and Prospectuses.
      The Company was a “foreign private issuer” (as defined in Rule 405
      under the Securities Act) when the Registration Statement was filed, and
      is eligible to use Form F-10 under the Securities Act to register the
      offering of the Units under the Securities Act. The Company prepared and
      filed with the SEC an appointment of agent for service of process upon the
      Company on Form F-X in conjunction with the filing of the Registration
      Statement. The Registration Statement and the Form F-X conform, and any
      further amendments to the Registration Statement or the Form F-X will
      conform to the requirements of the Securities Act.

	 	 	 
	 	(b) 	
      Compliance with Canadian Laws and Regulations.
      The Company is eligible to use the Shelf Procedures. No cease
      trade order preventing or suspending the use of the Canadian Preliminary
      Base Prospectus or the Canadian Prospectus or preventing the distribution
      of the Units has been issued and no proceeding for that purpose has been
      initiated or, to the knowledge of the Company, threatened, by any of the
      Canadian Commissions; as of their respective dates, the Canadian
      Preliminary Base Prospectus and the Canadian Prospectus complied in all
      material respects with all applicable Canadian Securities Laws; each of
      the Canadian Commissions in the Qualifying Jurisdictions has issued or is
      deemed to have issued receipts for the Canadian Preliminary Base
      Prospectus and the Canadian Prospectus. On the Closing Date (i) the
      Canadian Prospectus will comply in all material respects with the Canadian
      Securities Laws, (ii) the U.S. Prospectus will conform with the Canadian
      Prospectus except for such deletions therefrom and additions thereto as
      are permitted or required by Form F-10 and the applicable rules and
      regulations of the SEC and (iii) the Canadian Prospectus or any amendment
      or supplement thereto constituted at the respective dates thereof, and
      will constitute at the Closing Date full, true and plain disclosure of all
      material facts relating to the Units, that is required to be in the
      Canadian Prospectus, and did not at the respective dates thereof, and will
      not at the Closing Date contain a misrepresentation or an untrue statement
      of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. To its knowledge, the
Company is not a “related issuer” or “connected issuer” (as those terms are
defined in National Instrument 33-105 - Underwriting Conflicts of the
Canadian Securities Administrators) of any of the Underwriters.







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	 	(c) 	
      Compliance with U.S. Requirements. The
      Registration Statement has become effective under the Securities Act. No
      stop order suspending the effectiveness of the Registration Statement is
      in effect and no proceedings for such purpose have been instituted or are
      pending or, to the knowledge of the Company, are contemplated or
      threatened by the SEC. The U.S. Preliminary Prospectus, the U.S.
      Preliminary Prospectus Supplement and the U.S. Prospectus when filed
      complied in all material respects with the Securities Act and were
      identical in all material respects to the copies thereof delivered to the
      Underwriters for use in connection with the offer and sale of the Units.
      Each of the Registration Statement and any post—effective amendment
      thereto, at the time it became effective and at the Closing Date, complied
      and will comply in all material respects with the Securities Act and did
      not and will not contain any untrue statement of a material fact or omit
      to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading. As of the Applicable Time, the
      Time of Sale Prospectus did not, and at the time of the Closing Date, the
      Time of Sale Prospectus, as then amended or supplemented by the Company,
      if applicable, will not, contain any untrue statement of a material fact
      or omit to state a material fact necessary to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading. The U.S. Prospectus, as amended or supplemented, as of its
      date and at the Closing Date, did not and will not contain any untrue
      statement of a material fact or omit to state a material fact necessary in
      order to make the statements therein, in the light of the circumstances
      under which they were made, not misleading. The representations and
      warranties set forth in the three immediately preceding sentences shall
      not apply to statements in, or omissions from, any such document made in
      reliance upon, and in conformity with, information furnished to the
      Company by the Underwriters contemplated by Section 10(2) specifically for
      use in the preparation thereof. There are no agreements, contracts,
      arrangements or understandings (written or oral) or other documents
      required to be described in the Time of Sale Prospectus or the U.S.
      Prospectus or to be filed as exhibits to the Registration Statement which
      have not been described or filed as required.

	 	 	 
	 	(d) 	
      Reporting Issuer and TSX Status. The
      Company is a “reporting issuer” in the Qualifying Jurisdictions. The
      Company is in compliance in all material respects with the by-laws, rules
      and regulations of the TSX.

	 	 	 
	 	(e) 	
      Short Form Eligibility. The Company is
      eligible to file a prospectus in the form of a short form prospectus under
      NI 44-101.







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	 	(f) 	
      Status under the Securities Act. The
      Company was not and is not an “ineligible issuer” as defined in Rule 405
      under the Securities Act at the times specified in Rules 164 and 433 under
      the Securities Act in connection with the offering of the Units.

	 	 	 
	 	(g) 	
      Incorporated Documents. The documents
      incorporated or deemed to be incorporated by reference in the Prospectuses
      and the Registration Statement, when they were filed with the Canadian
      Commissions in each of the Qualifying Jurisdictions or the SEC under the
      Securities Act or the Exchange Act, conformed in all material respects to
      the requirements of the Canadian Securities Laws or U.S. Securities Laws,
      as applicable; and any further documents to be incorporated by reference
      in the Prospectuses or the Registration Statement subsequent to the
      effectiveness of the Registration Statement and prior to the completion of
      the distribution of the Units, when such documents are so filed, will
      conform in all material respects to the applicable requirements of
      Canadian Securities Laws and U.S. Securities Laws, as applicable, and will
      not contain a misrepresentation or an untrue statement of a material fact
      or omit to state a material fact required to be stated therein or
      necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

	 	 	 
	 	(h) 	
      No Marketing Materials. Other than the term
      sheet in respect of the offering and sale of Units dated March 8, 2016,
      the Company has not provided any “marketing materials” (as such term is
      defined in National Instrument 41-101 - General Prospectus
      Requirements) to any potential investors of Units.

	 	 	 
	 	(i) 	
      No Conflicts. Neither the execution of this
      Agreement, nor the issuance, offering or sale of the Units, nor the
      consummation of any of the transactions contemplated herein and therein,
      nor the compliance by the Company with the terms and provisions hereof and
      thereof will conflict with, or will result in a breach of, any of the
      terms and provisions of, or has constituted or will constitute a default
      under, or has resulted in or will result in the creation or imposition of
      any lien, charge or encumbrance upon any property or assets of the Company
      pursuant to the terms of any agreements, contracts, arrangements or
      understandings (written or oral) to which the Company may be bound or to
      which any of the property or assets of the Company is subject, except (i)
      such conflicts, breaches or defaults as may have been waived, and (ii)
      such conflicts, breaches and defaults that would not reasonably be
      expected to have a Material Adverse Effect (as defined below); nor will
      such action result (x) in any violation of the provisions of the
      organizational or governing documents of the Company, or (y) in any
      violation of the provisions of any statute or any order, rule or
      regulation applicable to the Company or of any Governmental Authority
      having jurisdiction over the Company, except such violations that would
      not reasonably be expected to have a Material Adverse Effect, either
      individually or in the aggregate.







- 11 - 

	 	(j) 	
      No Misstatement or Omission in an Issuer Free
      Writing Prospectus or marketing materials. Each issuer free
      writing prospectus and any marketing materials, as of its issue date and
      as of each Applicable Time, did not, does not and will not include any
      information that conflicted, conflicts or will conflict with the
      information contained in the Registration Statement or included or
      incorporated by reference in the Preliminary Prospectuses, the Preliminary
      Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses,
      including any Incorporated Document deemed to be a part thereof that has
      not been superseded or modified. The foregoing sentence does not apply to
      statements in or omissions from any issuer free writing prospectus or any
      marketing materials made in reliance upon, and in conformity with, written
      information furnished to the Company by or on behalf of the Underwriters
      specifically for inclusion therein as contemplated by Section
  10(2).

	 	 	 
	 	(k) 	
      Reports and Documents, etc. There are no
      reports or information of the Company or, to the knowledge of the Company,
      of any third party, that in accordance with the requirements of the
      Canadian Securities Laws or U.S. Securities Laws must be made publicly
      available in connection with the offering of the Units that have not been
      made publicly available as required. There are no documents of the Company
      or, to the knowledge of the Company, of any third party, required to be
      filed with the Canadian Commissions in the Qualifying Jurisdictions or
      with the SEC in the United States in connection with the Time of Sale
      Prospectus, the Canadian Prospectus and the U.S. Prospectus that have not
      been filed as required pursuant to the Canadian Securities Laws or U.S.
      Securities Laws, as applicable. There are no agreements, contracts,
      arrangements or understandings (written or oral) or other documents of the
      Company or, to the knowledge of the Company, of any third party, required
      to be described in the Time of Sale Prospectus, the Canadian Prospectus
      and the U.S. Prospectus which have not been described or filed as required
      pursuant to the Canadian Securities Laws or U.S. Securities Laws, as
      applicable.

	 	 	 
	 	(l) 	
      Offering Materials Furnished to Underwriters.
      The Company has delivered or will deliver on the Closing Date to
      the Co-Lead Underwriters (or with respect to the registration statement on
      Form F-10 and each amendment thereto, the Time of Sale Prospectus, the
      U.S. Prospectus, as amended or supplemented, and any free writing
      prospectus, made available on EDGAR) one complete manually signed copy of
      the registration statement on Form F- 10, each amendment thereto and each
      consent and certificate of experts filed as a part thereof, and conformed
      copies (to the extent such documents contain signatures) of the
      registration statement on Form F-10 and each amendment thereto, the
      Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time
      of Sale Prospectus, the Canadian Prospectus and the U.S. Prospectus, as
      amended or supplemented, and any free writing prospectus reviewed and
      consented to by the Co-Lead Underwriters, in such quantities and at such places as the
Co-Lead Underwriters have reasonably requested for each of the Underwriters.







- 12 - 


	 	(m) 	
      Warrants. The Warrants and Additional
      Warrants have been duly and validly created and the Warrant Shares and the
      Additional Warrant Shares have been authorized and allotted for issuance
      and upon the payment therefor and the issue thereof upon exercise of the
      Warrants and Additional Warrant Shares in accordance with the provisions
      of the Warrant Indenture, the Warrant Shares and the Additional Warrant
      Shares will be validly issued as fully paid and non-assessable Common
      Shares.

	 	 	 
	 	(n) 	
      Corporate Action. All necessary corporate
      action has been taken by the Company to authorize the issuance, sale and
      delivery of the Unit Shares, the Warrants, the Warrant Shares, the
      Additional Unit Shares, the Additional Warrants and the Additional Warrant
      Shares, on the terms set forth in this Agreement, and, if applicable, each
      certificate representing the Warrants and the Additional Warrants (the
      “Warrant Certificates”) will be, a valid and binding obligation of
      the Company enforceable against the Company in accordance with its terms,
      subject to bankruptcy, insolvency, moratorium or similar laws affecting
      creditors’ rights generally and, except as limited by the application of
      equitable remedies, which may be granted in the discretion of a court of
      competent jurisdiction, and that enforcement of the rights to indemnity
      and contribution set out in this Agreement may be limited by Applicable
      Law.

	 	 	 
	 	(o) 	
      Distribution of Offering Material by the Company.
      The Company has not distributed and will not distribute, prior to
      the completion of the Underwriters’ distribution of the Units, any
      offering material in connection with the offering and sale of the Units
      other than the Preliminary Prospectuses, the Preliminary Prospectus
      Supplements, the Time of Sale Prospectus, the Canadian Prospectus, the
      U.S. Prospectus, any free writing prospectus reviewed and consented to by
      the Co-Lead Underwriters on behalf of the Underwriters, or the
      Registration Statement.

	 	 	 
	 	(p) 	
      Authorization; Enforceability. The Company
      has full corporate right, power and authority to enter into this Agreement
      and perform the transactions contemplated hereby. This Agreement has been
      duly authorized, executed and delivered by the Company and is a legal,
      valid and binding agreement of the Company enforceable in accordance with
      its terms, except to the extent that enforceability may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting creditors’ rights generally and by general equitable
      principles.

	 	 	 
	 	(q) 	
      No Material Adverse Effect. Subsequent to
      the respective dates as of which information is given in the Registration
      Statement or included or incorporated by reference in the Preliminary
      Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale
      Prospectus and the Prospectuses, if any (including any document deemed
      incorporated by reference therein), there has not been (i) any Material Adverse Effect, (ii) any
transaction which is material to the Company and the Material Subsidiaries taken
as a whole, (iii) any obligation or liability, direct or contingent (including
any off-balance sheet obligations), incurred by the Company or any Material
Subsidiary, which is material to the Company and the Material Subsidiaries taken
as a whole, (iv) any material change in the capital stock or outstanding
long-term indebtedness of the Company or any of the Material Subsidiaries or (v)
any dividend or distribution of any kind declared, paid or made on the capital
stock of the Company or any Material Subsidiary, other than in each case above
in the ordinary course of business or as otherwise disclosed in the Registration
Statement or included or incorporated by reference in the Preliminary
Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale
Prospectus and the Prospectuses.







- 13 - 


	 	(r) 	
      Independent Accountants. KPMG LLP, who have
      delivered their report with respect to the audited Financial Statements
      (as defined below and which term as used in this Agreement includes the
      related notes thereto) filed with the SEC as a part of the Registration
      Statement and included in the Preliminary Prospectuses, the Preliminary
      Prospectus Supplements, the Time of Sale Prospectus, the Canadian
      Prospectus and the U.S. Prospectus (each, an “Applicable
      Prospectus” and collectively, the “Applicable Prospectuses”),
      are independent public, certified public or chartered accountants as
      required by the Securities Act, the Exchange Act and applicable Canadian
      Securities Laws. There has not been any “reportable event” (as that term
      is defined in National Instrument 51-102 Continuous Disclosure Obligations
      of the Canadian Securities Administrators) with KPMG LLP or any other
      prior auditor of the Company or any of its Material Subsidiaries. To the
      Company’s knowledge, after due and careful inquiry, KPMG LLP is not in
      violation of the auditor independence requirements of the Sarbanes-Oxley
      Act of 2002.

	 	 	 
	 	(s) 	
      Enforceability of Agreements. All
      agreements between the Company and third parties expressly referenced in
      the Registration Statement or included or incorporated by reference in the
      Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time
      of Sale Prospectus and the Prospectuses are legal, valid and binding
      obligations of the Company enforceable in accordance with their respective
      terms, except to the extent that (i) enforceability may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting creditors’ rights generally and by general equitable principles,
      and (ii) the indemnification provisions of certain agreements may be
      limited by Applicable Law or public policy considerations in respect
      thereof, and except for any other potentially unenforceable term that,
      individually or in the aggregate, would not reasonably be expected to be
      material to the Company.

	 	 	 
	 	(t) 	
      Financial Information. The consolidated
      financial statements of the Company filed with the SEC as a part of the
      Registration Statement or included or incorporated by reference in the Preliminary
Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale
Prospectus and the Prospectuses, together with the related notes and schedules
(the “Financial Statements”), present fairly, in all material respects,
the consolidated financial position of the Company and the Material Subsidiaries
as of the dates indicated and the consolidated statements of comprehensive loss,
shareholders’ equity and cash flows of the Company for the periods specified.
Such Financial Statements conform in all material respects with International
Financial Reporting Standards as issued by the International Accounting
Standards Board (“IFRS”), or United States generally accepted accounting
principles (“GAAP”) where noted, applied on a consistent basis during the
periods involved. The other financial and statistical data with respect to the
Company and the Material Subsidiaries contained or incorporated by reference in
the Registration Statement or included or incorporated by reference in the
Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of
Sale Prospectus and the Prospectuses, are accurately and fairly presented in all
material respects and prepared on a basis consistent with the financial
statements and books and records of the Company; there are no financial
statements (historical or pro forma) that are required to be included or
incorporated by reference in the Registration Statement or included or
incorporated by reference in the Preliminary Prospectuses, the Preliminary
Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses that
are not included or incorporated by reference as required; the Company and the
Material Subsidiaries do not have any material liabilities or obligations,
direct or contingent (including any off-balance sheet obligations), not
described in the Registration Statement or included or incorporated by reference
in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the
Time of Sale Prospectus and the Prospectuses and all disclosures contained or
incorporated by reference therein; and no other financial statements are
required to be set forth or to be incorporated by reference in the Registration
Statement or included or incorporated by reference in the Preliminary
Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale
Prospectus and the Prospectuses.







- 14 - 


	 	(u) 	
      Statistical, Industry-Related and Market-Related
      Data. The statistical, industry-related and market-related data
      included in the Registration Statement or included or incorporated by
      reference in the Preliminary Prospectuses, the Preliminary Prospectus
      Supplements, the Time of Sale Prospectus and the Prospectuses, are based
      on or derived from sources that the Company reasonably believes are
      reliable and accurate.

	 	 	 
	 	(v) 	
      Organization. The Company and each of its
      Material Subsidiaries are, and will be, duly organized, validly existing
      as a corporation and in good standing (where such concept is recognized)
      under the laws of their respective jurisdictions of organization. The
      Company and each of the Material Subsidiaries are, and will be, duly
      licensed or qualified as a foreign corporation for transaction of business and in good standing
under the laws of each other jurisdiction in which their respective ownership or
lease of property or the conduct of their respective businesses requires such
license or qualification, and have all corporate power and authority necessary
to own or hold their respective properties and to conduct their respective
businesses as described in the Registration Statement or included or
incorporated by reference in the Preliminary Prospectuses, the Preliminary
Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses, except
where the failure to be so qualified or in good standing or have such power or
authority would not, individually or in the aggregate, have a material adverse
effect or would reasonably be expected to have a material adverse effect on or
affecting the assets, business, operations, earnings, properties, condition
(financial or otherwise), shareholders’ equity or results of operations of the
Company and the Material Subsidiaries taken as a whole, or prevent or materially
interfere with consummation of the transactions contemplated hereby (a
“Material Adverse Effect”).







- 15 - 


	 	(w) 	
      Subsidiaries. The subsidiaries of the
      Company listed in Schedule “A” (individually a “Material
      Subsidiary” and collectively, the “Material Subsidiaries”),
      include all of the Company’s significant subsidiaries (as such term is
      defined in Rule 1-02 of Regulation S-X promulgated by the SEC). Except as
      set forth in the Registration Statement or included or incorporated by
      reference in the Preliminary Prospectuses, the Preliminary Prospectus
      Supplements, the Time of Sale Prospectus, the Prospectuses, the Company
      owns, directly or indirectly, all of the equity interests of the Material
      Subsidiaries free and clear of any lien, charge, security interest,
      encumbrance, right of first refusal or other restriction, and all the
      equity interests of the Material Subsidiaries are validly issued and are
      fully paid, non-assessable and free of preemptive and similar
    rights.

	 	 	 
	 	(x) 	
      Minute Books. Since January 1, 2014, all
      existing minute books of the Company and each of the Material
      Subsidiaries, including all existing records of all meetings and actions
      of the board of directors (including, the Audit, Compensation and
      Governance and Nominating Committees and other board committees) and
      securityholders of the Company (collectively, the “Corporate
      Records”) have been made available to the Underwriters and their
      counsel, and all such Corporate Records are complete in all material
      respects (except in respect of minutes for Board and Committee meetings
      since January 1, 2016 that are not yet available in draft form or
      otherwise, in which case agendas and handwritten notes of the business
      conducted at such meetings have been made available for review by the
      Underwriters). There are no transactions, agreements or other actions of
      the Company or any of the Material Subsidiaries that are required to be
      recorded in the Corporate Records that are not properly approved and/or
      recorded in the Corporate Records. All required filings have been made
      with the appropriate Governmental Authorities in the Province of Ontario
      in a timely fashion under the Business Corporations Act (Ontario),
      except for such filings where the failure to file would not have a Material Adverse Effect,
either individually or in the aggregate. 







- 16 - 


	 	(y) 	
      No Violation or Default. Neither the
      Company nor any of the Material Subsidiaries is (i) in violation of its
      articles or by-laws or similar organizational documents; (ii) except as
      are disclosed in the Registration Statement or included or incorporated by
      reference in the Preliminary Prospectuses, the Preliminary Prospectus
      Supplements, the Time of Sale Prospectus and the Prospectuses, in
      violation or default, and no event has occurred that, with notice or lapse
      of time or both, would constitute such a violation or default, in the due
      performance or observance of any term, covenant or condition contained in
      any indenture, mortgage, deed of trust, loan agreement or other agreement
      or instrument to which the Company or any of the Material Subsidiaries is
      a party or by which the Company or any of the Material Subsidiaries is
      bound or to which any of the property or assets of the Company or any of
      the Material Subsidiaries are subject; or (iii) except as disclosed in the
      Registration Statement or included or incorporated by reference in the
      Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time
      of Sale Prospectus and the Prospectuses, in violation of any Applicable
      Law, except in the case of each of clauses (ii) and (iii) above, for any
      such violation or default that would not, individually or in the
      aggregate, have a Material Adverse Effect. To the Company’s knowledge, no
      other party under any material agreements, contracts, arrangements or
      understandings (written or oral) to which it or any of the Material
      Subsidiaries is a party is in violation or default in any respect
      thereunder where such violation or default would have a Material Adverse
      Effect.

	 	 	 
	 	(z) 	
      Disclosure Controls. The Company and each
      of the Material Subsidiaries (other than Material Subsidiaries acquired
      not more than 365 days prior to the Evaluation Date, as defined below)
      maintain systems of internal accounting controls applicable under IFRS in
      applicable periods, or sufficient to provide reasonable assurance that (i)
      transactions are executed in accordance with management’s general or
      specific authorizations; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with IFRS and to
      maintain asset accountability; (iii) access to assets is permitted only in
      accordance with management’s general or specific authorization; and (iv)
      the recorded accountability for assets is compared with the existing
      assets at reasonable intervals and appropriate action is taken with
      respect to any differences. The Company’s internal control over financial
      reporting is effective and the Company is not aware of any material
      weaknesses in its internal control over financial reporting. Since the
      date of the latest audited financial statements of the Company included or
      incorporated by reference in the Registration Statement or included or
      incorporated by reference in the Preliminary Prospectuses, the Preliminary
      Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses,
      there has been no change in the Company’s internal control over financial
      reporting that has materially affected, or is reasonably likely to
      materially affect, the Company’s internal control over financial
reporting. The Company has established disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed
such disclosure controls and procedures to ensure that material information
relating to the Company and each of the Material Subsidiaries is made known to
the certifying officers by others within those entities, particularly during the
period in which the Company’s Annual Report on Form 40-F, or if applicable on
Form 10-K, is being prepared or during the period in which financial statements
will be filed or furnished with the SEC on Form 6-K. The Company’s certifying
officers have evaluated the effectiveness of the Company’s controls and
procedures as of a date within 90 days prior to the filing date of the Form
40-F, for the fiscal year most ended December 31, 2014 (such date, the “Evaluation Date”). The Company presented in its Form 40-F for the fiscal
year most recently ended the conclusions of the certifying officers about the
effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date and the disclosure controls and procedures
are effective. Since the Evaluation Date, there have been no significant changes
in the Company’s internal controls (as such term is defined in Item 307(b) of
Regulation S-K under the Securities Act) or, to the Company’s knowledge, in
other factors that could significantly affect the Company’s internal controls,
except that the Company has limited the scope of its disclosure controls and
procedures and internal control over financial reporting for its quarter ended
September 30, 2015 to exclude controls, policies and procedures of a business
that the Company acquired not more than 365 days before the last day of the
period covered by the interim filing. 







- 17 - 


	 	(aa) 	
      Capitalization. The issued and outstanding
      common shares of the Company (the “Common Shares”) have been
      validly issued, are fully paid and non- assessable and are not subject to
      any preemptive rights, rights of first refusal or similar rights. The
      Company has an authorized, issued and outstanding capitalization as set
      forth in the Registration Statement or included or incorporated by
      reference in the Preliminary Prospectuses, the Preliminary Prospectus
      Supplements, the Time of Sale Prospectus and the Prospectuses as of the
      dates referred to therein (other than the grant of additional options
      under the Company’s existing stock option plans, or changes in the number
      of outstanding Common Shares of the Company due to the issuance of shares
      upon the exercise or conversion of securities exercisable for, or
      convertible into, Common Shares outstanding on the date hereof) and such
      authorized capital stock conforms in all material respects to the
      description thereof set forth in the Registration Statement or included or
      incorporated by reference in the Preliminary Prospectuses, the Preliminary
      Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses.
      The description of the securities of the Company in the Registration
      Statement or included or incorporated by reference in the Preliminary
      Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale
      Prospectus and the Prospectuses is complete and accurate in all material
      respects. Except as disclosed in or contemplated by the Registration
      Statement or included or incorporated by reference in the Preliminary Prospectuses, the Preliminary
Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses, as of
the date referred to therein, the Company does not have outstanding any options
to purchase, or any rights or warrants to subscribe for, or any securities or
obligations convertible into, or exchangeable for, or any contracts or
commitments to issue or sell, any Common Shares or other securities. 







- 18 - 


	 	(bb) 	
      No Applicable Registration or Other Similar Rights.
      There are no persons with registration or other similar rights to
      have any equity or debt securities registered or qualified for sale under
      the Registration Statement or the Canadian Prospectus or included in the
      offering contemplated by this Agreement who have not waived such rights in
      writing (including electronically) prior to the execution of this
      Agreement.

	 	 	 
	 	(cc) 	
      No Consents Required. No consent, approval,
      authorization, order, registration or qualification of or with
      Governmental Authority is required for the execution, delivery and
      performance by the Company of this Agreement, the issuance and sale by the
      Company of the Units, except for (i) the qualification of the Units for
      distribution in the United States from the Canadian Commissions; and (ii)
      such consents, approvals, authorizations, orders and registrations or
      qualifications as may be required under applicable U.S. federal and state
      securities laws or by the bylaws and rules of the Financial Industry
      Regulatory Authority, Inc. (“FINRA”) or the SEC in connection with
      the sale of the Units by the Underwriters.

	 	 	 
	 	(dd) 	
      No Preferential Rights. Except as set forth
      in the Registration Statement or included or incorporated by reference in
      the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the
      Time of Sale Prospectus and the Prospectuses, (i) and except pursuant to
      options to purchase Common Shares pursuant to outstanding options,
      restricted stock units, warrants or convertible debentures, no person, as
      such term is defined in Rule 1-02 of Regulation S-X promulgated under the
      Securities Act (each, a “Person”), has the right, contractual or
      otherwise, to cause the Company to issue or sell to such Person any Common
      Shares or other securities of the Company, (ii) no Person has any
      preemptive rights, resale rights, rights of first refusal, or any other
      rights (whether pursuant to a “poison pill” provision or otherwise) to
      purchase any Common Shares or other securities of the Company, (iii) no
      Person has the right to act as an underwriter or as a financial advisor to
      the Company in connection with the offer and sale of the Units, and (iv)
      no Person has the right, contractual or otherwise, to require the Company
      to register under the Securities Act or qualify for distribution under
      Canadian Securities Laws any Common Shares or other securities of the
      Company, or to include any such Common Shares or other securities in the
      Registration Statement or included or incorporated by reference in the
      Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time
      of Sale Prospectus and the Prospectuses, whether as a result of the filing
      or effectiveness of the Registration Statement, the Prospectuses (or
      documents incorporated by reference therein) or the sale of the Units as
contemplated thereby or otherwise.







- 19 - 


	 	(ee) 	
      Forward-Looking Information. No
      forward-looking statement (within the meaning of Section 27A of the
      Securities Act and Section 21E of the Exchange Act and no forward-looking
      information within the meaning of Section 1(1) of the Ontario Securities
      Act) contained or incorporated by reference in the Registration Statement,
      the Prospectuses or the Time of Sale Prospectuses has been made or
      reaffirmed without a reasonable basis or has been disclosed other than in
      good faith.

	 	 	 
	 	(ff) 	
      Certificates. The form of certificates
      representing the Unit Shares, the Warrants, the Warrant Shares, the
      Additional Unit Shares, the Additional Warrants and the Additional Warrant
      Shares, to the extent that physical certificates are issued for such
      securities, will be in due and proper form and conform to the requirements
      of the Business Corporations Act (Ontario), the articles of
      incorporation of the Company and applicable requirements of the TSX, NYSE,
      DTC and CDS or will have been otherwise approved by the TSX and NYSE, if
      required, and will have been made eligible by DTC and CDS.

	 	 	 
	 	(gg) 	
      Transfer Agent. CST Trust Company has been
      duly appointed as registrar and transfer agent for the Common
    Shares.

	 	 	 
	 	(hh) 	
      Warrant Agent. CST Trust Company has been
      duly appointed as warrant agent for the Warrants.

	 	 	 
	 	(ii) 	
      No Litigation. There are no legal,
      governmental or regulatory actions, suits or proceedings pending, nor, to
      the Company’s knowledge, any legal, governmental or regulatory audits or
      investigations, to which the Company or a Subsidiary is a party or to
      which any property of the Company or any of the Material Subsidiaries is
      the subject that, individually or in the aggregate, if determined
      adversely to the Company or any of the Material Subsidiaries, could
      reasonably be expected to have a Material Adverse Effect or materially and
      adversely affect the ability of the Company to perform its obligations
      under this Agreement; except as disclosed in the Registration Statement or
      included or incorporated by reference in the Preliminary Prospectuses, the
      Preliminary Prospectus Supplements, the Time of Sale Prospectus and the
      Prospectuses, to the Company’s knowledge, no such actions, suits or
      proceedings are threatened or contemplated by any Governmental Authority
      or threatened by others; and (i) there are no current or pending audits or
      investigations, actions, suits or proceedings by or before any
      Governmental Authority that are required under the Securities Act or
      Canadian Securities Laws to be described in the Registration Statement or
      included or incorporated by reference in the Preliminary Prospectuses, the
      Preliminary Prospectus Supplements, the Time of Sale Prospectus and the
      Prospectuses that are not so described; and (ii) there are no agreements,
      contracts, arrangements or understandings (written or oral) or other
      documents that are required under the Securities Act to be filed as exhibits to
the Registration Statement that are not so filed.







- 20 - 


	 	(jj) 	
      Labor Disputes. No labor disturbance by or
      dispute with employees of the Company or any of the Material Subsidiaries
      exists or, to the knowledge of the Company, is threatened that could
      reasonably be expected to have a Material Adverse Effect.

	 	 	 
	 	(kk) 	
      Local Disputes. Except as set forth in the
      Registration Statement and the Prospectuses, no dispute between the
      Company and any local, native or indigenous group exists, or to the
      Company’s knowledge, is threatened or imminent with respect to any of the
      Company’s properties or exploration activities that could reasonably be
      expected to have a Material Adverse Effect.

	 	 	 
	 	(ll) 	
      Proposed Acquisition. Except as described
      in the Registration Statement or included or incorporated by reference in
      the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the
      Time of Sale Prospectus and the Prospectuses, there are no material
      agreements, contracts, arrangements or understandings (written or oral)
      with any persons relating to the acquisition or proposed acquisition by
      the Company or its Material Subsidiaries of any material interest in any
      business (or part of a business) or corporation, nor are there any other
      specific contracts or agreements (written or oral) in respect of any such
      matters in contemplation.

	 	 	 
	 	(mm) 	
      Intellectual Property Rights. Except as
      disclosed in the Registration Statement or included or incorporated by
      reference in the Preliminary Prospectuses, the Preliminary Prospectus
      Supplements, the Time of Sale Prospectus and the Prospectuses, the Company
      and the Material Subsidiaries own, possess, license or have other rights
      to use all foreign and domestic patents, patent applications, trade and
      service marks, trade and service mark registrations, trade names,
      copyrights, licenses, inventions, trade secrets, technology, Internet
      domain names, know-how and other intellectual property (collectively, the
      “Intellectual Property”), necessary for the conduct of their
      respective businesses as now conducted except to the extent that the
      failure to own, possess, license or otherwise hold adequate rights to use
      such Intellectual Property would not, individually or in the aggregate,
      have a Material Adverse Effect. Except as disclosed in the Registration
      Statement or included or incorporated by reference in the Preliminary
      Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale
      Prospectus and the Prospectuses (a) there are no rights of third parties
      to any such Intellectual Property owned by the Company and the Material
      Subsidiaries; (b) to the Company’s knowledge, there is no infringement by
      third parties of any such Intellectual Property; (c) there is no pending
      or, to the Company’s knowledge, threatened action, suit, proceeding or
      claim by others challenging the Company’s and the Material Subsidiaries’
      rights in or to any such Intellectual Property, and the Company is unaware
      of any facts which could form a reasonable basis for any such action, suit,
proceeding or claim; (d) there is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others challenging the validity
or scope of any such Intellectual Property; (e) there is no pending or, to the
Company’s knowledge, threatened action, suit, proceeding or claim by others that
the Company and the Material Subsidiaries infringe or otherwise violate any
patent, trademark, copyright, trade secret or other proprietary rights of
others; (f) to the Company’s knowledge, there is no third-party U.S. patent or
published U.S. patent application which contains claims for which an
Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced
against any patent or patent application described in the Registration Statement
or included or incorporated by reference in the Preliminary Prospectuses, the
Preliminary Prospectus Supplements, the Time of Sale Prospectus and the
Prospectuses, as being owned by or licensed to the Company; and (g) the Company
and the Material Subsidiaries have complied with the terms of each agreement
pursuant to which Intellectual Property has been licensed to the Company or such
Material Subsidiary, and all such agreements are in full force and effect,
except, in the case of any of clauses (a)-(g) above, for any such infringement
by third parties or any such pending or threatened suit, action, proceeding or
claim as would not, individually or in the aggregate, result in a Material
Adverse Effect. 







- 21 - 


	 	(nn) 	
      Market Capitalization. At the time the
      Registration Statement was originally declared effective, and at the time
      the Company’s most recent Annual Report on Form 40-F was filed with the
      SEC, the Company met the then applicable requirements for the use of Form
      F-10 under the Securities Act.

	 	 	 
	 	(oo) 	
      No Material Defaults. Neither the Company
      nor any of the Material Subsidiaries has defaulted on any installment on
      indebtedness for borrowed money or on any rental on one or more long-term
      leases, which defaults, individually or in the aggregate, would have a
      Material Adverse Effect. The Company has not filed a report pursuant to
      Section 13(a) or 15(d) of the Exchange Act since the filing of its last
      Annual Report on Form 40-F, indicating that it (i) has failed to pay any
      dividend or sinking fund installment on preferred stock or (ii) has
      defaulted on any installment on indebtedness for borrowed money or on any
      rental on one or more long-term leases, which defaults, individually or in
      the aggregate, would have a Material Adverse Effect.

	 	 	 
	 	(pp) 	
      Certain Market Activities. Neither the
      Company, nor any of the Material Subsidiaries, nor to the knowledge of the
      Company any of their respective directors or officers has taken, directly
      or indirectly, any action designed, or that has constituted or might
      reasonably be expected to cause or result in, under the Exchange Act,
      Canadian Securities Laws or otherwise, the stabilization, maintenance or
      manipulation of the price of any security of the Company to facilitate the
      sale or resale of the Units.







- 22 - 

	 	(qq) 	
      Title to Real and Personal Property. Except
      as set forth in the Registration Statement or included or incorporated by
      reference in the Preliminary Prospectuses, the Preliminary Prospectus
      Supplements, the Time of Sale Prospectus and the Prospectuses, the Company
      and the Material Subsidiaries have good and marketable title in fee simple
      to all items of real property owned by them, good and valid title to all
      personal property described in the Registration Statement or included or
      incorporated by reference in the Preliminary Prospectuses, the Preliminary
      Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses
      as being owned by them that are material to the businesses of the Company
      or such Material Subsidiary, in each case free and clear of all liens,
      encumbrances and claims, except those that (i) do not materially interfere
      with the use made and proposed to be made of such property by the Company
      and any of the Material Subsidiaries or (ii) would not, individually or in
      the aggregate, have a Material Adverse Effect. Any real or personal
      property described in the Registration Statement or included or
      incorporated by reference in the Preliminary Prospectuses, the Preliminary
      Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses
      as being leased by the Company and any of the Material Subsidiaries is
      held by them under valid, existing and enforceable leases, except those
      that (A) do not materially interfere with the use made or proposed to be
      made of such property by the Company or any of the Material Subsidiaries
      or (B) would not, individually or in the aggregate, have a Material
      Adverse Effect. Each of the properties of the Company and the Material
      Subsidiaries complies with all applicable codes and Applicable Laws
      (including, without limitation, building and zoning codes, laws and
      regulations and laws relating to access to such properties), except if and
      to the extent disclosed in the Registration Statement or included or
      incorporated by reference in the Preliminary Prospectuses, the Preliminary
      Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses
      or except for such failures to comply that would not, individually or in
      the aggregate, interfere in any material respect with the use made and
      proposed to be made of such property by the Company and the Material
      Subsidiaries or otherwise have a Material Adverse Effect. None of the
      Company or the Material Subsidiaries has received from any Governmental
      Authorities any notice of any condemnation of, or zoning change affecting,
      the properties of the Company and the Material Subsidiaries, and the
      Company knows of no such condemnation or zoning change which is
      threatened, except for such that would not interfere in any material
      respect with the use made and proposed to be made of such property by the
      Company and the Material Subsidiaries or otherwise have a Material Adverse
      Effect, individually or in the aggregate.

	 	 	 
	 	(rr) 	
      Mining Rights. The White Mesa Mill, Henry
      Mountains Complex, Roca Honda Project, Canyon Mine Project, Daneros Mine,
      Sheep Mountain Project, La Sal Project and Nichols Ranch Project, as
      described in the Registration Statement or included or incorporated by
      reference in the Preliminary Prospectuses, the Preliminary Prospectus
      Supplements, the Time of Sale Prospectus and the Prospectuses
      (collectively, the “Material Properties”)
are the only resource properties currently material to the Company
in which the Company or the Material Subsidiaries have an interest; the Company
or through the Material Subsidiaries, hold either freehold title, mining leases,
mining concessions, mining claims, exploration permits, prospecting permits or
participant interests or other conventional property or proprietary interests or
rights, recognized in the jurisdiction in which the Material Properties are
located, in respect of the ore bodies and minerals located on the Material
Properties in which the Company (through the applicable Material Subsidiary) has
an interest under valid, subsisting and enforceable title documents or other
recognized and enforceable agreements, contracts, arrangements or
understandings, sufficient to permit the Company (through the applicable
Material Subsidiary) to explore for and exploit the minerals relating thereto;
all leases or claims and permits relating to the Material Properties in which
the Company (through the applicable Material Subsidiary) has an interest or
right have been validly located and recorded in accordance with all Applicable
Laws and are valid and subsisting; except as disclosed in the Registration
Statement or included or incorporated by reference in the Preliminary
Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale
Prospectus and the Prospectuses, the Company (through the applicable Material
Subsidiary) has all necessary surface rights, access rights and other necessary
rights and interests relating to the Material Property in which the Company
(through the applicable Material Subsidiary) has an interest granting the
Company (through the applicable Material Subsidiary) the right and ability to
explore for and exploit minerals, ore and metals for development and production
purposes as are appropriate in view of the rights and interest therein of the
Company or the applicable Material Subsidiary, with only such exceptions as do
not materially interfere with the current use made by the Company or the
applicable Material Subsidiary of the rights or interest so held, and each of
the proprietary interests or rights and each of the agreements, contracts,
arrangements or understandings and obligations relating thereto referred to
above is currently in good standing in all respects in the name of the Company
or the applicable Material Subsidiary; except as disclosed in the Prospectuses,
the Company and the Material Subsidiaries do not have any responsibility or
obligation to pay any commission, royalty, license, fee or similar payment to
any person with respect to the property rights thereof, except where such fee or
payment would not have a Material Adverse Effect, either individually or in the aggregate; 







- 23 - 


	 	(i) 	
      the Company or the applicable Material Subsidiary holds
      direct interests in the Material Properties, as described in the
      Registration Statement or included or incorporated by reference in the
      Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time
      of Sale Prospectus and the Prospectuses (the “Project Rights”),
      under valid, subsisting and enforceable agreements or instruments, and all
      such agreements and instruments in connection with the
  Project Rights are valid and subsisting and enforceable in accordance
with their terms; 







- 24 - 


	 	(ii) 	
      the Company and the Material Subsidiaries have identified
      all the material permits, certificates, and approvals (collectively, the
      “Permits”) which are or will be required for the exploration,
      development and eventual or actual operation of the Material Properties,
      which Permits include but are not limited to environmental assessment
      certificates, water licenses, land tenures, rezoning or zoning variances
      and other necessary local, provincial, state and federal approvals; and,
      except as disclosed in the Registration Statement or included or
      incorporated by reference in the Preliminary Prospectuses, the Preliminary
      Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses,
      the appropriate Permits have either been received, applied for, or the
      processes to obtain such Permits have been or will in due course be
      initiated by the Company or the applicable Material Subsidiaries; and,
      except as disclosed in the Registration Statement or included or
      incorporated by reference in the Preliminary Prospectuses, the Preliminary
      Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses,
      neither the Company nor the applicable Material Subsidiaries know of any
      issue or reason why the Permits should not be approved and obtained in the
      ordinary course;

	 	 	 
	 	(iii) 	
      all assessments or other work required to be performed in
      relation to the material mining claims and the mining rights of the
      Company and the applicable Material Subsidiary in order to maintain their
      respective interests therein, if any, have been performed to date and,
      except as disclosed in the Registration Statement or included or
      incorporated by reference in the Preliminary Prospectuses, the Preliminary
      Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses,
      the Company and the applicable Material Subsidiary have complied in all
      material respects with all Applicable Laws in this regard as well as with
      regard to legal and contractual obligations to third parties in this
      regard except in respect of mining claims and mining rights that the
      Company and the applicable Material Subsidiary intend to abandon or
      relinquish and except for any non-compliance which would not either
      individually or in the aggregate have a Material Adverse Effect; all such
      mining claims and mining rights are in good standing in all respects as of
      the date of this Agreement;

	 	 	 
	 	(iv) 	
      except as disclosed in the Registration Statement or
      included or incorporated by reference in the Preliminary Prospectuses, the
      Preliminary Prospectus Supplements, the Time of Sale Prospectus and the
      Prospectuses, all mining operations on the properties of the Company and
the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all
respects in accordance with good mining and engineering practices and all
applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with; 







- 25 - 


	 	(v) 	
      except as disclosed in the Registration Statement or
      included or incorporated by reference in the Preliminary Prospectuses, the
      Preliminary Prospectus Supplements, the Time of Sale Prospectus and the
      Prospectuses, there are no environmental audits, evaluations, assessments,
      studies or tests relating to the Company or the Material Subsidiaries
      except for ongoing assessments conducted by or on behalf of the Company
      and the Material Subsidiaries in the ordinary course;

	 	 	 
	 	(vi) 	
      the Company made available to the respective authors
      thereof prior to the issuance of all of the applicable technical reports
      relating to the Material Properties (the “Reports”), for the
      purpose of preparing the Reports, as applicable, all information
      requested, and no such information contained any material
      misrepresentation as at the relevant time the relevant information was
      made available;

	 	 	 
	 	(vii) 	
      the Reports complied in all material respects with the
      requirements of NI 43-101 – Standards of Disclosure for Mineral
      Projects (“NI 43-101”) as at the date of each such
    Report;

	 	 	 
	 	(viii) 	
      the Company is in compliance, in all material respects,
      with the provisions of NI 43-101 and has filed all technical reports
      required thereby and, at the time of filing, all such reports complied, in
      all material respects, with the requirements of NI 43-101; except as noted
      in the Prospectuses, all scientific and technical information disclosed in
      the Registration Statement or included or incorporated by reference in the
      Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time
      of Sale Prospectus and the Prospectuses: (i) is based upon information
      prepared, reviewed and/or verified by or under the supervision of a
      “qualified person” (as such term is defined in NI 43-101), (ii) has been
      prepared and disclosed in accordance with Canadian industry standards set
      forth in NI 43- 101, and (iii) was true, complete and accurate in all
      material respects at the time of filing; and

	 	 	 
	 	(ix) 	
      the title reports listed on Exhibit C attached hereto
      (the “Title Opinions”) are to the knowledge of the Company, correct
      and complete in all respects on the date hereof, except as in respect of
      concessions which are (i) not material, or (ii) were permitted to expire
      or were sold in the ordinary course of business, as described in the
      Registration Statement or included or incorporated by reference in the
      Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time
      of Sale Prospectus and the Prospectuses.







- 26 - 

	 	(ss) 	
      Taxes. The Company and each of the Material
      Subsidiaries have filed all federal, state, provincial, local and foreign
      tax returns which have been required to be filed and paid all taxes shown
      thereon through the date hereof, to the extent that such taxes have become
      due and are not being contested in good faith, except where the failure to
      so file or pay would not have a Material Adverse Effect. Except as
      otherwise disclosed in or contemplated by the Registration Statement or
      included or incorporated by reference in the Preliminary Prospectuses, the
      Preliminary Prospectus Supplements, the Time of Sale Prospectus and the
      Prospectuses, no tax deficiency has been determined adversely to the
      Company or any of the Material Subsidiaries which has had, individually or
      in the aggregate, a Material Adverse Effect. The Company has no knowledge
      of any federal, state, provincial or other governmental tax deficiency,
      penalty or assessment which has been or might be asserted or threatened
      against it which would have a Material Adverse Effect.

	 	 	 
	 	(tt) 	
      No Reliance. The Company has not relied
      upon the Underwriters or legal counsel for the Underwriters for any legal,
      tax or accounting advice in connection with the offering and sale of the
      Units.

	 	 	 
	 	(uu) 	
      Investment Company Act. Neither the Company
      nor any of the Material Subsidiaries is or, after giving effect to the
      offering and sale of the Units and the application of the proceeds thereof
      as described in the Registration Statement or included or incorporated by
      reference in the Preliminary Prospectuses, the Preliminary Prospectus
      Supplements, the Time of Sale Prospectus and the Prospectuses, will be an
      “investment company” or an entity “controlled” by an “investment company,”
      as such terms are defined in the Investment Company Act of 1940, as
      amended.

	 	 	 
	 	(vv) 	
      ERISA.To the knowledge of the Company, each
      material employee benefit plan, within the meaning of Section 3(3) of the
      Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), that is maintained, administered or contributed to by
      the Company or any of its affiliates for employees or former employees of
      the Company and any of the Material Subsidiaries has been maintained in
      material compliance with its terms and the requirements of any applicable
      statutes, orders, rules and regulations, including but not limited to
      ERISA and the Internal Revenue Code of 1986, as amended (the
      “Code”); no prohibited transaction, within the meaning of Section
      406 of ERISA or Section 4975 of the Code, has occurred which would result
      in a material liability to the Company with respect to any such plan
      excluding transactions effected pursuant to a statutory or administrative
      exemption; and for each such plan that is subject to the funding rules of
      Section 412 of the Code or Section 302 of ERISA, no “accumulated funding
      deficiency” as defined in Section 412 of the Code has been incurred,
      whether or not waived, and the fair market value of the assets of each
      such plan (excluding for these purposes accrued but unpaid contributions)
      exceeds the present value of all benefits accrued under such plan
determined using reasonable actuarial assumptions. 







- 27 - 


	 	(ww) 	
      Company is not a “Controlled Foreign Corporation”.
      As of the date hereof, the Company is not a “controlled foreign
      corporation,” as such term is defined in the Code, and does not expect
      to become a controlled foreign corporation in the foreseeable
    future.

	 	 	 
	 	(xx) 	
      Insurance. The Company and each of the
      Material Subsidiaries carry, or are covered by, insurance in such amounts
      and covering such risks as the Company and each of the Material
      Subsidiaries reasonably believe are adequate for the conduct of their
      properties and as is customary for companies engaged in similar businesses
      in similar industries.

	 	 	 
	 	(yy) 	
      No Price Stabilization or Manipulation;
      Compliance with Regulation M. The Company has not taken,
      nor will the Company take, directly or indirectly, any action designed to
      or that might be reasonably expected to cause or result in stabilization
      or manipulation of the price of the Common Shares, as applicable, or any
      other “reference security” (as defined in Rule 100 of Regulation M under
      the Exchange Act (“Regulation M”)) whether to facilitate the sale
      or resale of the Units, as applicable, or otherwise, and has taken no
      action which would directly or indirectly violate Regulation M.

	 	 	 
	 	(zz) 	
      Working Capital. To the Company’s knowledge
      and taking into account the available working capital and the net proceeds
      receivable by the Company following the sale of the Units, the Company has
      sufficient working capital for its present requirements that is for a
      period of at least 12 months from the date of the Prospectuses.

	 	 	 
	 	(aaa) 	
      FINRA Matters. All of the information
      provided to the Underwriters or to counsel for the Underwriters by the
      Company and, to the knowledge of the Company, its officers and directors
      and the holders of any securities (debt or equity) or options to acquire
      any securities of the Company in connection with letters, filings or other
      supplemental information provided to FINRA pursuant to FINRA Conduct Rule
      5110, 5121 or 5190 is true, complete and correct in all material
      aspects.

	 	 	 
	 	(bbb) 	
      Environmental Laws. Except as set
      forth in the Registration Statement or included or incorporated by
      reference in the Preliminary Prospectuses, the Preliminary Prospectus
      Supplements, the Time of Sale Prospectus and the
  Prospectuses:




	 	(i) 	
      each of the Company and the Material Subsidiaries is in
      compliance in all material respects with all applicable federal,
      provincial, state, municipal and local laws, statutes, ordinances, bylaws
      and regulations and orders, directives and decisions rendered by any
      ministry, department or administrative or regulatory agency, domestic or
      foreign (the “Environmental Laws”) relating to
the protection of the environment, occupational health and safety
or the processing, use, treatment, storage, disposal, discharge, transport or
handling of any pollutants, contaminants, chemicals or industrial, toxic or
hazardous wastes or substance, including any uranium or derivatives thereof (the
“Hazardous Substances”), except where such non-compliance would not have
a Material Adverse Effect, either individually or in the aggregate; 







- 28 - 


	 	(ii) 	
      each of the Company and the Material Subsidiaries has
      obtained all licenses, permits, approvals, consents, certificates,
      registrations and other authorizations under all applicable Environmental
      Laws (the “Environmental Permits”) necessary as at the date hereof
      for the operation of the businesses carried on or proposed to be commenced
      by the Company and the Material Subsidiaries and each Environmental Permit
      is valid, subsisting and in good standing and to the knowledge of the
      Company neither the Company nor the Material Subsidiaries is in default or
      breach of any Environmental Permit which would have a Material Adverse
      Effect, and no proceeding is pending or, to the knowledge of the Company
      or the Material Subsidiaries, threatened, to revoke or limit any
      Environmental Permit;

	 	 	 
	 	(iii) 	
      neither the Company nor the Material Subsidiaries has
      used, except in compliance with all Environmental Laws and Environmental
      Permits, and other than as may be incidental to mineral resource
      exploration, development, mining, recovery, processing or milling, any
      property or facility which it owns or leases or previously owned or
      leased, to generate, manufacture, process, distribute, use, treat, store,
      dispose of, transport or handle any Hazardous Substance;

	 	 	 
	 	(iv) 	
      neither the Company nor the Material Subsidiaries
      (including, if applicable, any predecessor companies) has received any
      notice of, or been prosecuted for an offence alleging, non-compliance with
      any Environmental Law that would have a Material Adverse Effect, and
      neither the Company nor the Material Subsidiaries (including, if
      applicable, any predecessor companies) has settled any allegation of
      non-compliance that would have a Material Adverse Effect short of
      prosecution. There are no orders or directions relating to environmental
      matters requiring any material work, repairs, construction or capital
      expenditures to be made with respect to any of the assets of the Company
      or the Material Subsidiaries, nor has the Company or the Material
      Subsidiaries received notice of any of the same; and (v) neither the
      Company nor the Material Subsidiaries has received any notice wherein it
      is alleged or stated that the Company or the Material Subsidiaries is
      potentially responsible for a federal, provincial, state, municipal or
      local clean-up site or corrective action under any Environmental Laws.
      Neither the Company nor the Material Subsidiaries has received any request
      for information in connection with any federal, state, municipal or local
inquiries as to disposal sites. 







- 29 - 


	 	(ccc) 	
      Finder’s Fee’s. Neither the Company nor any
      of the Material Subsidiaries has incurred any liability for any finder’s
      fees, brokerage commissions or similar payments in connection with the
      transactions herein contemplated, except as may otherwise exist with
      respect to the Underwriters pursuant to this Agreement.

	 	 	 
	 	(ddd) 	
      Broker/Dealer Relationships. Neither the
      Company nor any of the Material Subsidiaries or any related entities (i)
      is required to register as a “broker” or “dealer” in accordance with the
      provisions of the Exchange Act or (ii) directly or indirectly through one
      or more intermediaries, controls or is a “person associated with a member”
      or “associated person of a member” (within the meaning set forth in the
      FINRA Manual).

	 	 	 
	 	(eee) 	
      Dividend Restrictions. Except as may be
      restricted by Applicable Law, and except for solvency restrictions
      applicable to Uranerz Energy Corporation contained in the instruments
      evidencing the indebtedness owed by Uranerz Energy Corporation to the
      State of Wyoming, no Material Subsidiary is prohibited or restricted,
      directly or indirectly, from paying dividends to the Company, or from
      making any other distribution with respect to such Material Subsidiaries’
      equity securities or from repaying to the Company or any other Material
      Subsidiaries any amounts that may from time to time become due under any
      loans or advances to such Material Subsidiaries from the Company or from
      transferring any property or assets to the Company or to any other
      Material Subsidiaries.

	 	 	 
	 	(fff) 	
      No Improper Practices. (i) Neither the
      Company nor, to the Company’s knowledge, the Material Subsidiaries, nor to
      the Company’s knowledge, any of their respective directors or officers
      has, in the past five years, made any unlawful contributions to any
      candidate for any political office (or failed fully to disclose any
      contribution in violation of Applicable Law) or made any contribution or
      other payment to any official of, or candidate for, any federal, state,
      provincial, municipal, or foreign office or other person charged with
      similar public or quasi-public duty in violation of any Applicable Law or
      of the character required to be disclosed in the Registration Statement or
      included or incorporated by reference in the Preliminary Prospectuses, the
      Preliminary Prospectus Supplements, the Time of Sale Prospectus and the
      Prospectuses; (ii) no relationship, direct or indirect, exists between or
      among the Company or, to the Company’s knowledge, any Material Subsidiary
      or any affiliate of any of them, on the one hand, and the directors,
      officers and shareholders of the Company or, to the Company’s knowledge,
      any Material Subsidiary, on the other hand, that is required by the
      Securities Act or Canadian Securities Laws to be described in the
      Registration Statement or included or incorporated by reference in the
      Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time
      of Sale Prospectus and the Prospectuses that is not so described; (iii) no relationship,
direct or indirect, exists between or among the Company or any Material
Subsidiary or any affiliate of them, on the one hand, and the directors,
officers, or shareholders of the Company or, to the Company’s knowledge, any
Material Subsidiary, on the other hand, that is required by the rules of FINRA
(or Canadian equivalent thereof) to be described in the Registration Statement
or included or incorporated by reference in the Preliminary Prospectuses, the
Preliminary Prospectus Supplements, the Time of Sale Prospectus and the
Prospectuses that is not so described; (iv) except as described in the
Prospectuses, there are no material outstanding loans or advances or material
guarantees of indebtedness by the Company or, to the Company’s knowledge, any
Material Subsidiary to or for the benefit of any of their respective officers or
directors or any of the members of the families of any of them; and (v) the
Company has not offered, or caused any placement agent to offer, Common Shares
or to make any payment of funds to any person with the intent to influence
unlawfully (A) a customer or supplier of the Company or any Material Subsidiary
to alter the customer’s or supplier’s level or type of business with the Company
or any Material Subsidiary or (B) a trade journalist or publication to write or
publish favorable information about the Company or any Material Subsidiary or
any of their respective products or services, and, (vi) neither the Company nor
any Material Subsidiary nor, to the Company’s knowledge, any director, officer,
employee or agent of the Company or any Material Subsidiary has made any payment
of funds of the Company or any Material Subsidiary or received or retained any
funds in violation of any Applicable Law (including, without limitation, the
Foreign Corrupt Practices Act of 1977 and the Corruption of Foreign Public
Officials Act (Canada)), 







- 30 - 


	 	(ggg) 	
      Operations. The operations of the Company
      and the Material Subsidiaries are and have been conducted at all times in
      compliance with applicable financial record keeping and reporting
      requirements of the Proceeds of Crime (Money Laundering) and Terrorist
      Financing Act (Canada), the Corruption of Foreign Public Officials
      Act (Canada) and applicable rules and regulations thereunder, and the
      money laundering statutes of all applicable jurisdictions, the rules and
      regulations thereunder and any related or similar applicable rules,
      regulations or guidelines, issued, administered or enforced by any
      Governmental Authority (collectively, the “Money Laundering Laws”);
      and no action, suit or proceeding by or before any court or Governmental
      Authority involving the Company or any of the Material Subsidiaries with
      respect to the Money Laundering Laws is pending or, to the knowledge of
      the Company, threatened.

	 	 	 
	 	(hhh) 	
      Sanctions. (i) The Company represents that,
      neither the Company nor any of the Material Subsidiaries (collectively,
      the “Entity”) nor, to the Company’s knowledge, any director,
      officer, employee, agent, affiliate or representative of the Company, is a
      government, individual, or entity (in this paragraph (nnn),
      “Member”) that is, or is owned or controlled by a Member that
      is:







- 31 - 

	 	(A) 	
      the subject of any sanctions administered or enforced by
      the U.S. Department of Treasury’s Office of Foreign Assets Control, the
      United Nations Security Council, the European Union, Her Majesty’s
      Treasury, the Office of the Superintendent of Financial Institutions
      (Canada), or pursuant to the Special Economic Measures Act (Canada)
      or other relevant sanctions authority or Applicable Law (collectively,
      “Sanctions”), nor

	 	 	 
	 	(B) 	
      located, organized or resident in a country or territory
      that is the subject of Sanctions (including, without limitation,
      Burma/Myanmar, Cuba, Iran, Libya, North Korea, Russia, Sudan, Syria,
      Ukraine and Zimbabwe).




	 	(ii) 	
      The Company represents and covenants that it will not,
      directly or indirectly, use the proceeds of the offering, or lend,
      contribute or otherwise make available such proceeds to any subsidiary,
      joint venture partner or other Member:




	 	(A) 	
      to fund or facilitate any activities or business of or
      with any Member or in any country or territory that, at the time of such
      funding or facilitation, is the subject of Sanctions; or

	 	 	 
	 	(B) 	
      in any other manner that will result in a violation of
      Sanctions by any Member (including any Member participating in the
      offering, whether as underwriter, advisor, investor or
  otherwise).




	 	(iii) 	
      The Company represents and covenants that, except as
      detailed in the Registration Statement or included or incorporated by
      reference in the Preliminary Prospectuses, the Preliminary Prospectus
      Supplements, the Time of Sale Prospectus and the Prospectuses, for the
      past 5 years, it has not knowingly engaged in, is not now knowingly
      engaged in, and will not engage in, any dealings or transactions with any
      Member, or in any country or territory, that at the time of the dealing or
      transaction is or was the subject of
Sanctions.




	 	(iii) 	
      Certification of Disclosure. There has been
      no failure on the part of the Company or any of the Company’s directors or
      officers, in their capacities as such, to comply in all material respects
      with any applicable provisions of the Sarbanes-Oxley Act, National
      Instrument 52-109 (Certification of Disclosure in Issuers’ Annual and
      Interim Filings) (“NI 52-109”) and the rules and regulations
      promulgated thereunder. Each of the principal executive officer and the
      principal financial officer of the Company (or each former principal
      executive officer of the Company and each former principal financial
      officer of the Company as applicable) and each certifying officer of the
      Company (or each former certifying officer of the Company and each former
      certifying officer of the Company as applicable) has made all
      certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to
all reports, schedules, forms, statements and other documents required to be
filed by it or furnished by it to the SEC and as required to be made and filed
by NI 52-109. For purposes of the preceding sentence, “principal executive
officer” and “principal financial officer” shall have the meanings given to such
terms in the Sarbanes-Oxley Act and “certifying officer” shall have the meanings
given to such term in NI 52-109. 







- 32 - 


	 	(jjj) 	
      Filings. Since January 1, 2014, the Company
      has filed all documents or information required to be filed by it under
      Canadian Securities Laws, U.S. Securities Laws, and the rules, regulations
      and policies of the Exchanges, except where the failure to file such
      documents or information will not have a Material Adverse Effect, either
      individually or in the aggregate; all material change reports, annual
      information forms, financial statements, management proxy circulars and
      other documents filed by or on behalf of the Company with the Exchanges,
      the SEC and the Canadian Commissions, as of its date, did not contain any
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading
      and did not contain a misrepresentation at the time at which it was filed;
      the Company has not filed any confidential material change report or any
      document requesting confidential treatment with any Governmental Authority
      that at the date hereof remains confidential.

	 	 	 
	 	(kkk) 	
      Exchange Registration. The Common Shares
      are registered pursuant to Section 12(b) of the Exchange Act and are
      accepted for trading on the NYSE under the symbol “UUUU” and the TSX under
      the symbol “EFR,” and the Company has taken no action designed to
      terminate the registration of the Common Shares under the Exchange Act or
      delisting the Common Shares from either of the Exchanges, nor, except as
      disclosed in the Registration Statement or included or incorporated by
      reference in the Preliminary Prospectuses, the Preliminary Prospectus
      Supplements, the Time of Sale Prospectus and the Prospectuses, has the
      Company received any notification that the SEC, the Canadian Commissions
      or either of the Exchanges is contemplating terminating such registration
      or listing. Except as disclosed in the Registration Statement or included
      or incorporated by reference in the Preliminary Prospectuses, the
      Preliminary Prospectus Supplements, the Time of Sale Prospectus and the
      Prospectuses, the Company has complied in all material respects with the
      applicable requirements of the Exchanges for maintenance of inclusion of
      the Common Shares thereon. The Company has obtained all necessary
      consents, approvals, authorizations or orders of, or filing, notification
      or registration with, the Exchanges, the SEC and the Canadian Commissions,
      where applicable, required for the listing and trading of the Unit Shares,
      the Warrant Shares, the Additional Units and the Additional Warrant
      Shares, subject only to satisfying their standard listing and maintenance
      requirements. The Company has no reason to believe that
  it will not in the foreseeable future continue to be in compliance
with all such listing and maintenance requirements of each
Exchange. 







- 33 - 


	 	(lll) 	
      Passive Foreign Investment Company. The
      Company believes that it was not a Passive Foreign Investment Company
      (“PFIC”) within the meaning of Section 1297 of the Code, during the
      prior tax year ended on December 31, 2015, and based on current business
      plans and financial expectations, the Company expects that it will not be
      a PFIC for the current tax year and expects that it will not be a PFIC for
      the foreseeable future.



In this Agreement, a reference to
“knowledge” of the Company, means the knowledge of the directors or
officers of the Company or any officer who may be responsible for the subject
matter at issue, in each case, after reasonable inquiry. 

Any certificate signed by any
officer on behalf of the Company or any of the Material Subsidiaries and
delivered to the Underwriters or counsel for the Underwriters in connection with
the offering of the Units shall be deemed to be a representation and warranty by
the Company or Material Subsidiaries, as the case may be, as to matters covered
thereby, to each Underwriter. 

The Company acknowledges that the
Underwriters and, for purposes of the opinions to be delivered pursuant to
Section 7 hereof, counsel to the Company and counsel to the Underwriters will
rely upon the accuracy and truthfulness of the foregoing representations and
hereby consents to such reliance. 

	Section 4 	Certain Covenants of the Company.
  


The Company further covenants and
agrees with each Underwriter and CF US as follows: 

	 	(a) 	
      Delivery of Registration Statement, Time of Sale
      Prospectus and Prospectuses. To the extent not available on EDGAR
      as it relates to the Registration Statement, the Time of Sale Prospectus,
      the U.S. Prospectus and any supplements and amendments thereto, the
      Company shall furnish and deliver to the Underwriters, in such cities as
      the Underwriters may reasonably and lawfully request without charge, as
      soon as practicable after the Registration Statement becomes effective (as
      to the U.S. Prospectus) or after the filing thereof (as to the Canadian
      Prospectus), and during the period mentioned in Section 4(e) or Section
      4(f) below, as many commercial copies, or originally signed versions, of
      the Time of Sale Prospectus, the Canadian Prospectus, the U.S. Prospectus
      and any supplements and amendments thereto or to the Registration
      Statement as the Co-Lead Underwriters on behalf of the Underwriters may
      reasonably request for the purposes contemplated by the Securities Act and
      the Canadian Securities Laws. As used herein, the term “Prospectus
      Delivery Period” means such period of time after the first date of the
      public offering of the Units and ending on the completion of the
      distribution of the offering of the Units, during which time a preliminary
      prospectus, preliminary prospectus supplement or
a prospectus relating to the Units is required by applicable
Canadian Securities Laws or U.S. Securities Laws to be delivered (or required to
be delivered but for Rule 172 under the Securities Act) in connection with sales
of the Units by any Underwriter or dealer. 







- 34 - 


	 	(b) 	
      Co-Lead Underwriters’ Review of Proposed Amendments
      and Supplements. Prior to amending or supplementing the
      Registration Statement, the Time of Sale Prospectus, the Canadian
      Prospectus or the U.S. Prospectus (including any amendment or supplement
      through incorporation by reference of any document), the Company shall
      furnish to the Co-Lead Underwriters for review, a reasonable amount of
      time prior to the proposed time of filing or use thereof, a copy of each
      such proposed amendment or supplement, and the Company shall not file or
      use any such proposed amendment or supplement without the Co-Lead
      Underwriters’ consent which shall not be unreasonably delayed, conditioned
      or withheld.

	 	 	 
	 	(c) 	
      Free Writing Prospectuses. The Company
      shall furnish to the Co-Lead Underwriters for review, a reasonable amount
      of time prior to the proposed time of filing or use thereof, a copy of
      each proposed free writing prospectus or any amendment or supplement
      thereto to be prepared by or on behalf of, used by, or referred to by the
      Company and the Company shall not file, use or refer to any proposed free
      writing prospectus or any amendment or supplement thereto without the
      Co-Lead Underwriters’ consent which shall not be unreasonably delayed,
      conditioned or withheld. The Company shall furnish to each Underwriter,
      without charge, as many copies of any free writing prospectus prepared by
      or on behalf of, or used by, the Company as such Underwriter may
      reasonably request. If during the Prospectus Delivery Period there
      occurred or occurs an event or development as a result of which any free
      writing prospectus prepared by or on behalf of, used by, or referred to by
      the Company conflicted or would conflict with the information contained in
      the Registration Statement or included or would include an untrue
      statement of a material fact or, omitted or would omit to state a material
      fact necessary in order to make the statements therein, in the light of
      the circumstances prevailing at that subsequent time, not misleading, the
      Company shall promptly amend or supplement such free writing prospectus to
      eliminate or correct such conflict or so that the statements in such free
      writing prospectus as so amended or supplemented will not include an
      untrue statement of a material fact or, omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances prevailing at such subsequent time, not misleading, as the
      case may be; provided, however, that prior to amending or supplementing
      any such free writing prospectus, the Company shall furnish to the Co-Lead
      Underwriters for review, a reasonable amount of time prior to the proposed
      time of filing or use thereof, a copy of such proposed amended or
      supplemented free writing prospectus and the Company shall not file, use
      or refer to any such amended or supplemented free writing prospectus
      without the Co-Lead Underwriters’ consent which shall not be unreasonably delayed
conditioned or withheld. 







- 35 - 


	 	(d) 	
      Filing of Underwriter Free Writing
      Prospectuses. The Company shall not take any action that would
      result in an Underwriter or the Company being required to file with the
      SEC pursuant to Rule 433(d) under the Securities Act a free writing
      prospectus prepared by or on behalf of the Underwriter that the
      Underwriter otherwise would not have been required to file
    thereunder.

	 	 	 
	 	(e) 	
      Amendments and Supplements to Time of Sale
      Prospectus. If any time prior to the Closing Date any event shall
      occur or condition shall exist as a result of which the Time of Sale
      Prospectus, as amended or supplemented, would include an untrue statement
      of a material fact or omit to state a material fact necessary in order to
      make the statements therein, in the light of the circumstances when
      delivered to a prospective purchaser, not misleading, or if, in the
      reasonable opinion of counsel for the Company or Underwriters, it is
      necessary to amend or supplement the Time of Sale Prospectus to comply
      with Applicable Law, including the Securities Act, the Company shall
      (subject to Section 4(b) and Section 4(c)) forthwith prepare, file with
      the SEC and furnish, at its own expense, to the Underwriters and to any
      dealer upon request, either amendments or supplements to the Time of Sale
      Prospectus so that the statements in the Time of Sale Prospectus as so
      amended or supplemented will not include an untrue statement of a material
      fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances when delivered to a
      prospective purchaser, not misleading, or so that the Time of Sale
      Prospectus, as amended or supplemented, will comply with Applicable Law
      including the Securities Act and the Canadian Securities Laws.

	 	 	 
	 	(f) 	
      Securities Act Compliance. The Company will
      prepare the Canadian Prospectus Supplement and the U.S. Prospectus
      Supplement in a form approved by the Co-Lead Underwriters and (i) has
      filed the U.S. Preliminary Prospectus Supplement and the Canadian
      Preliminary Prospectus Supplement, each on March 8, 2016, (ii) will file
      the Canadian Prospectus Supplement with the Principal Regulator in
      accordance with the Shelf Procedures as soon as practicably possible, and
      in any event, not later than 4:00 p.m. on March 10, 2016, and (iii) will
      file the U.S. Prospectus Supplement with the SEC not later than the SEC’s
      close of business on the first business day following the day on which the
      filing of the Canadian Prospectus Supplement is made with the Principal
      Regulator. After the date of this Agreement, the Company shall promptly
      advise the Co-Lead Underwriters in writing (i) of the receipt of any
      comments of, or requests for additional or supplemental information or
      other communication from, any Canadian Commission or the SEC with respect
      to the Canadian Prospectus or the Registration Statement, (ii) of any
      request by any Canadian Commission to amend or supplement the Canadian
      Prospectus or for additional information or of any request by the SEC to
      amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional
information, (iii) of the time and date of any filing of any post-effective
amendment to the Registration Statement or any amendment or supplement to the
Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of
Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the
time and date that any post-effective amendment to the Registration Statement
becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as
applicable, of any stop order suspending the effectiveness of the Registration
Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective
amendment thereto or any order directed at any document incorporated by
reference in the Registration Statement, the U.S. Prospectus or the Canadian
Prospectus or any amendment or supplement thereto or any order preventing or
suspending the use of the Preliminary Prospectus, the Preliminary Prospectus
Supplements, the Time of Sale Prospectus, any free writing prospectus, any
marketing materials, the U.S. Prospectus or the Canadian Prospectus or any
amendment or supplement thereto or any post-effective amendment to the
Registration Statement, or the suspension of the qualification of the Units for
sale in any jurisdiction, or of any proceedings to remove, suspend or terminate
from listing or quotation the Common Shares and the Units from the TSX or NYSE,
or of the threatening or initiation of any proceedings for any of such purposes,
and (vi) of the issuance by any Governmental Authority of any order having the
effect of ceasing or suspending the distribution of the Units, or of the
institution or, to the knowledge of the Company, threatening of any proceedings
for any such purpose. If the SEC or any Canadian Commission shall enter any such
stop order at any time, the Company will use best efforts to obtain the lifting
of such order at the earliest possible moment. 







- 36 - 


	 	(g) 	
      Amendments and Supplements to the Prospectuses and
      Other Securities Act Matters. The Company will comply with
      the U.S. Securities Laws and the Canadian Securities Laws so as to permit
      the completion of the distribution of the Units during the Prospectus
      Delivery Period as contemplated in this Agreement and the Prospectuses. If
      any event shall occur or condition exist as a result of which it is
      necessary to amend or supplement the Prospectuses so that the Prospectuses
      do not include a misrepresentation or an untrue statement of a material
      fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances when the U.S.
      Prospectus or the Canadian Prospectus is delivered to a purchaser, not
      misleading, or if during the Prospectus Delivery Period in the reasonable
      opinion of the Company, Co-Lead Underwriters or counsel for the Company or
      Underwriters it is otherwise necessary to amend or supplement the
      Prospectuses to comply with U.S. Securities Laws or Canadian Securities
      Laws, the Company agrees (subject to Section 4(b) and Section 4(c)) to
      promptly prepare, file with the SEC and the Canadian Commissions and
      furnish at its own expense to the Underwriters and to dealers, amendments
      or supplements to the Prospectuses so that the statements in the
      Prospectuses as so amended or supplemented will not include a
      misrepresentation or an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances when the U.S. Prospectus or the Canadian Prospectus is delivered
to a purchaser, not be misleading or so that the Prospectuses, as amended or
supplemented, will comply with the U.S. Securities Laws and the Canadian
Securities Laws, as applicable. Neither the Co-Lead Underwriters’s consent to,
nor delivery of, any such amendment or supplement shall constitute a waiver of
any of the Company’s obligations under Section 4(b) or Section 4(c).







- 37 - 


	 	(h) 	
      Lock-Up Agreements. The Company shall use
      its commercially reasonable efforts to cause each of the Company’s
      directors and officers and each of the other persons listed on Exhibit “A”
      to execute and deliver to the Co-Lead Underwriters a lock-up agreement in
      the form of Exhibit “B” hereto on or before the Closing Date.

	 	 	 
	 	(i) 	
      Stock Exchange Listing. The Company shall
      use its commercially reasonable best efforts to ensure that the Unit
      Shares, Warrant Shares, Additional Unit Shares and Additional Warrant
      Shares are conditionally approved for listing and for trading on the TSX
      and approved for listing on NYSE subject in the case of the TSX to
      satisfaction by the Company of the conditions imposed by the
TSX.

	 	 	 
	 	(j) 	
      Blue Sky Compliance. The Company shall
      cooperate with the Co-Lead Underwriters and counsel for the Underwriters
      to qualify or register the Units for sale under (or obtain exemptions from
      the application of) U.S. Securities Laws, Canadian Securities Laws, or
      other foreign laws of jurisdictions designated by the Co-Lead
      Underwriters, shall comply with such laws and shall continue such
      qualifications, registrations and exemptions in effect so long as required
      for the distribution of the Units. The Company shall not be required to
      qualify as a foreign corporation or to take any action that would subject
      it to general service of process in any jurisdiction in which it is not
      presently qualified or where it would be subject to taxation as a foreign
      corporation (except service of process with respect to the offering and
      sale of the Units). The Company will advise the Co-Lead Underwriters
      promptly of the suspension of the qualification or registration of (or any
      exemption relating to) the Units for offering, sale or trading in any
      jurisdiction or any initiation or threat of any proceeding for any such
      purpose, and in the event of the issuance of any order suspending such
      qualification, registration or exemption, the Company shall use its best
      efforts to obtain the withdrawal thereof at the earliest possible
      moment.

	 	 	 
	 	(k) 	
      Use of Proceeds. The Company shall apply
      the net proceeds from the sale of the Units and the Additional Units sold
      by it in the manner described under the caption “Use of Proceeds”
      in the Time of Sale Prospectus.

	 	 	 
	 	(l) 	
      Transfer Agent. The Company shall engage
      and maintain, at its expense, a registrar and transfer agent for the
      Units.







- 38 - 

	 	(m) 	
      Registration Statement on Form S-3. As soon
      as practicable, but in any event, no later than April 15, 2016, the
      Company will file a registration statement on Form S-3 to permit the
      registration of Warrant Shares and Additional Warrant Shares upon the
      exercise of Warrants and Additional Warrants, as applicable, under the
      Securities Act.

	 	 	 
	 	(n) 	
      Earnings Statement. As soon as practicable,
      but in any event no later than 18 months after the date of this Agreement,
      the Company will make generally available to its security holders and to
      the Co-Lead Underwriters an earnings statement (which need not be audited)
      covering a period of at least 12 months beginning with the first fiscal
      quarter of the Company commencing after the date of this Agreement which
      shall satisfy the provisions of Section 11(a) of the Securities Act and
      the rules and regulations of the SEC thereunder.

	 	 	 
	 	(o) 	
      Periodic Reporting Obligations. During the
      period when the U.S. Prospectus is required to be delivered under the
      Securities Act, the Company shall file, on a timely basis, with the SEC
      and NYSE all reports and documents required to be filed under the Exchange
      Act.

	 	 	 
	 	(p) 	
      Agreement Not to Issue, Offer or Sell Additional
      Shares. During the period commencing on and including the date
      hereof and ending on and including the 90th day following the
      Closing Date (as the same may be extended as described below, the
      “Lock-up Period”), the Company will not, without the prior written
      consent of the Co-Lead Underwriters (which consent will not be
      unreasonably withheld), (i) issue, offer, sell (including, without
      limitation, any short sale), contract or agree to sell, hypothecate,
      pledge, grant any option to purchase or otherwise dispose of or agree to
      dispose of or transfer, directly or indirectly, or establish or increase a
      “put equivalent position” or liquidate or decrease a “call
      equivalent position” within the meaning of Section 16 of the Exchange
      Act and the rules and regulations of the SEC promulgated thereunder, with
      respect to, any Common Shares, or any securities convertible into or
      exchangeable or exercisable for, or warrants or other rights to purchase,
      the foregoing, (ii) other than (a) a registration statement on Form S-3
      for the purpose of registering the exercise of the Warrants and the
      Additional Warrants or to effect a shelf-registration, or (b) a
      registration Form on S-8 subject to the restrictions set forth below, file
      or cause to become effective a registration statement under the Securities
      Act, or to file a prospectus under the Canadian Securities Laws, relating
      to the offer and sale of any Common Shares or securities convertible into
      or exercisable or exchangeable for Common Shares or other rights to
      purchase Common Shares or any other securities of the Company that are
      substantially similar to Common Shares, or any securities convertible into
      or exchangeable or exercisable for, or any warrants or other rights to
      purchase, the foregoing, (iii) enter into any swap or other arrangement
      that transfers to another, in whole or in part, any of the economic
      consequences of ownership of Common Shares or any other securities of the
      Company that are substantially similar to Common Shares, or any securities convertible into or
exchangeable or exercisable for, or any warrants or other rights to purchase,
the foregoing, whether any such transaction is to be settled by delivery of
Common Shares or such other securities, in cash or otherwise or (iv) publicly
announce an intention to effect any transaction specified in clause (i), (ii) or
(iii), except, in each case, for (A) the registration of the offer and sale of
the Units under the Securities Act, the filing of each Applicable Prospectus
under the Canadian Securities Laws relating to the sale of the Units and the
sales of the Units to the Underwriters pursuant to this Agreement, (B) issuances
of Common Shares upon the exercise of options or restricted stock units issued
under the Company’s equity compensation plans, (C) the issuance of stock options
or restricted stock units and the issuance of Common Shares pursuant to the
Company’s equity compensation plans, (D) the issuance of Common Shares pursuant
to the exercise of warrants outstanding as of the date hereof, or (E) the
issuance of Common Shares in connection with arm’s length acquisitions, mergers,
consolidations or amalgamations with any company or companies (including, but
not limited to, in connection with the acquisitions contemplated in the
Prospectuses). 







- 39 - 


	 	(q) 	
      Investment Limitation. The Company shall
      not invest or otherwise use the proceeds received by the Company from its
      sale of the Units and Additional Units in such a manner as would require
      the Company or any of its Material Subsidiaries to register as an
      investment company under the Investment Company Act.

	 	 	 
	 	(r) 	
      No Stabilization or Manipulation;
      Compliance with Regulation M. The Company will not take,
      directly or indirectly, any action designed to or that might be reasonably
      expected to cause or result in stabilization or manipulation of the price
      of the Common Shares or any other reference security, whether to
      facilitate the sale or resale of the Units or otherwise, and the Company
      will, and shall cause each of its affiliates to, comply with all
      applicable provisions of Regulation M. If the limitations of Rule 102 of
      Regulation M (“Rule 102”) do not apply with respect to the Units or
      any other reference security pursuant to any exception set forth in
      Section (d) of Rule 102, then promptly upon notice from the Co-Lead
      Underwriters (or, if later, at the time stated in the notice), the Company
      will, and shall cause each of its affiliates to, comply with Rule 102 as
      though such exception were not available but the other provisions of Rule
      102 (as interpreted by the SEC) did apply.

	 	 	 
	 	(s) 	
      Press Releases/Announcements. Prior to the
      Closing Date, the Company shall not, without the Co-Lead Underwriter’s
      prior written consent, which shall not be unreasonably delayed,
      conditioned or withheld, issue any press releases or other communications
      directly or indirectly and shall not hold any press conferences with
      respect to the Company or any Material Subsidiaries, the financial
      condition, results of operations, business, properties, assets, or
      liabilities of the Company or any Material Subsidiaries, or with respect
      to the offering of the Units. Notwithstanding the foregoing, nothing
contained in this subsection shall prevent the Company from issuing a press
release forthwith in the event that the Company’s counsel advises that it is
necessary in order to comply with Applicable Law or the rules or requirements of
the TSX or NYSE, or from issuing a press release or holding an analyst call in
the normal course in connection with the release of financial results. 







- 40 - 


The Co-Lead Underwriters, on
behalf of the Underwriters, may, in its sole discretion, waive in writing the
performance by the Company of any one or more of the foregoing covenants or
extend the time for their performance. 

	Section 5 	Payment of Expenses.



Whether or not the purchase and
sale of the Units pursuant to this Agreement is completed, the Company will pay
all costs, expenses, fees and taxes incurred in connection with the purchase,
sale and delivery of the Units and the performance of its obligations hereunder
and in connection with the transactions contemplated hereby, including without
limitation, the following: 

	 	(a) 	
      the preparation and filing of the Registration Statement
      (including the Financial Statements, exhibits, schedules, consents and
      certificates of experts), the Form F-X, the Time of Sale Prospectus, the
      Prospectuses, each free writing prospectus prepared by or on behalf of,
      used by, or referred to by the Company and the Preliminary Prospectuses
      and Preliminary Prospectus Supplements and any amendments or supplements
      thereto, including the printing and furnishing of copies of each thereof
      to the Underwriters and to dealers (including costs of mailing and
      shipment);

	 	 	 
	 	(b) 	
      the registration, issue, sale and delivery of the Units,
      including any stock or transfer taxes and stamp or similar duties payable
      upon the sale, issuance or delivery of the Units to the
    Underwriters;

	 	 	 
	 	(c) 	
      the producing, word processing and/or printing of this
      Agreement, any agreement among Underwriters, any dealer agreements, any
      powers of attorney and any closing documents (including compilations
      thereof) and the reproduction and/or printing and furnishing of copies of
      each thereof to the Underwriters and to dealers (including costs of
      mailing and shipment);

	 	 	 
	 	(d) 	
      all filing fees, attorneys’ fees and expenses incurred by
      the Company in connection with qualifying or registering (or obtaining
      exemptions from the qualification or registration of) all or any part of
      the Units for offer and sale under the U.S. Securities Laws or Canadian
      Securities Laws or any other foreign laws, and, if reasonably requested by
      the Co-Lead Underwriters, preparing, printing and furnishing copies of any
      blue sky surveys or legal investment surveys to the Underwriters and to
      dealers, or other memorandum and any supplements thereto, advising the
      Underwriters of such qualifications, registrations and
  exemptions;







- 41 - 

	 	(e) 	
      all fees and expenses of the Company’s counsel,
      independent public or certified public accountants and other advisors of
      the Company;

	 	 	 
	 	(f) 	
      the reasonable legal fees and filing fees and other
      disbursements of Canadian and U.S. counsel for the Underwriters;

	 	 	 
	 	(g) 	
      the fees and expenses associated with the listing of the
      Unit Shares, Warrant Shares, Additional Units and Additional Warrant
      Shares;

	 	 	 
	 	(h) 	
      any filing for review of the public offering of the Units
      by FINRA;

	 	 	 
	 	(i) 	
      the fees and disbursements of any transfer agent or
      registrar for the Units;

	 	 	 
	 	(j) 	
      the reasonable costs and expenses of the Underwriters
      relating to presentations or meetings undertaken in connection with the
      marketing of the offering and sale of the Units to prospective investors
      and the Underwriters’ sales forces (including reasonable travel and
      related expenses);

	 	 	 
	 	(k) 	
      the costs and expenses of qualifying the Unit Shares, the
      Warrant Shares, the Additional Unit Shares and the Additional Warrant
      Shares for inclusion in the book-entry settlement systems of DTC and CDS;
      and

	 	 	 
	 	(l) 	
      the performance of the Company’s other obligations
      hereunder,



including Canadian federal goods and services tax and
provincial sales tax eligible in respect of any of the foregoing. All such
expenses incurred by or on behalf of the Underwriters shall be payable by the
Company within 30 days of the receipt of an invoice in respect thereof.
Notwithstanding the foregoing, the fees and expenses payable by the Company to
the Underwriters pursuant to subparagraph (f) above shall not exceed US$100,000.
Except as provided in this Section 5, the Underwriters shall pay their own
expenses, including the fees and disbursements of their counsel, transfer taxes
on resale of any Units by them, and any advertising expenses in connection with
any offers of Units that they may make following the Closing Date.

	Section 6 	Conditions to the Obligations of the
      Underwriters. 


The obligations of the
Underwriters to purchase and pay for the Firm Units, and if applicable, the
Additional Units, as provided herein on the Closing Date shall be subject to the
accuracy of the representations and warranties on the part of the Company set
forth in Section 3 as of the date hereof and as of the Closing Date, to the
timely performance by the Company of its covenants and other obligations of the
Company hereunder, and to each of the following additional conditions precedent:


	 	(a) 	
      Opinion and 10b-5 Statement of United States
      Counsel for the Company. On the Closing Date, the Underwriters and
      CF US shall have received an opinion and Rule 10b-5 negative assurance
      statement of Dorsey & Whitney LLP, and with regard to any United
      States subsidiary opinions from such counsel as the Company may designate,
      addressed to the Underwriters and CF US, and dated the Closing Date, in the form and substance as may be
reasonably satisfactory to counsel for the Underwriters.







- 42 - 


	 	(b) 	
      Canadian Securities Law Opinion. The
      Underwriters and CF US receiving a favourable legal opinion of Borden,
      Ladner & Gervais LLP, Canadian counsel to the Company, addressed to
      the Underwriters, CF US and counsel to the Underwriters, dated as of the
      Closing Date, as to the qualification of the Units for sale to the public
      and as to other matters governed by the laws of the Qualifying
      Jurisdictions, provided that Borden, Ladner & Gervais LLP shall be
      entitled to rely exclusively upon the opinions of local counsel as to
      matters governed by the laws of any Qualifying Jurisdictions in which it
      is not qualified to practice, in each case in a form acceptable in all
      reasonable respects to counsel to the Underwriters.

	 	 	 
	 	(c) 	
      Accountants’ Comfort Letters. The Co-Lead
      Underwriters and CF US shall have received from KPMG LLP, independent
      public or certified public accountants for the Company, (i) letters dated,
      respectively, the date of the Prospectus Supplements, and addressed to the
      Underwriters and CF US and the board of directors of the Company, in form
      and substance reasonably satisfactory to the Co-Lead Underwriters,
      containing statements and information of the type ordinarily included in
      accountant’s “comfort letters” to underwriters which letters shall
      cover with respect to the Financial Statements, including without
      limitation, certain financial and accounting disclosures contained or
      incorporated by reference in the Registration Statement, the Preliminary
      Prospectuses, the Preliminary Prospectus Supplements, the Prospectuses and
      the Prospectus Supplements, and (ii) confirming that they are independent
      public, certified public or chartered accountants as required by the
      Securities Act.

	 	 	 
	 	(d) 	
      Bring-down Comfort Letters. On the Closing
      Date, the Co-Lead Underwriters and CF US shall have received from KPMG
      LLP, independent public or certified public accountants for the Company, a
      letter dated such date, and addressed to the Underwriters and the board of
      directors of the Company, in form and substance reasonably satisfactory to
      the Co-Lead Underwriters, to the effect that they reaffirm the statements
      made in the letters furnished by them pursuant to Section 6(c), except
      that the specified date referred to therein for the carrying out of
      procedures shall be no more than two (2) business days prior to the
      Closing Date.

	 	 	 
	 	(e) 	
      Company Compliance with Prospectus and Registration
      Requirements; No Stop Order. For the period from and after
      effectiveness of this Agreement and prior to the Closing
  Date:




	 	(i) 	
      the U.S. Prospectus shall have been filed with the SEC in
      the manner and within the time period required by the Securities Act, and
      the Canadian Prospectus shall have been filed with the Canadian
      Commissions in each of the Qualifying Jurisdictions and
  in accordance with the Canadian Securities Laws, and a receipt
obtained therefor;







- 43 - 


	 	(ii) 	
      no stop order suspending the effectiveness of the
      Registration Statement, or any post-effective amendment to the
      Registration Statement, shall be in effect and no proceedings for such
      purpose shall have been instituted or threatened by the SEC;

	 	 	 
	 	(iii) 	
      no order preventing or suspending the use of the Canadian
      Prospectus shall have been issued and no proceeding for that purpose shall
      have been initiated or threatened by any Canadian Commission or other
      securities regulatory authority in Canada;

	 	 	 
	 	(iv) 	
      no order, ruling, determination having the effect of
      suspending the issuance, sale, exercise or conversion or ceasing the
      trading of the Common Shares or securities convertible into Common Shares,
      or any other securities of the Company shall have been issued by any
      Governmental Authority in Canada or the United States and no proceedings
      for that purpose shall have been instituted or shall be pending or, to the
      knowledge of the Company, shall be contemplated or threatened by any such
      court, securities regulatory authority or stock exchange;

	 	 	 
	 	(v) 	
      the Canadian Prospectus Supplement shall have been filed
      with the Canadian Commissions in each of the Qualifying Jurisdictions in
      accordance with the Shelf Procedures and a U.S. Prospectus Supplement
      shall have been filed with the SEC;

	 	 	 
	 	(vi) 	
      the Registration Statement and all amendments thereto
      shall not contain an untrue statement of a material fact or omit to state
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading; and (a) neither the Prospectuses nor
      any amendment or supplement thereto, shall include a misrepresentation or
      an untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they are made, not misleading, (b) no Time of
      Sale Prospectus, and no amendment or supplement thereto, shall include an
      untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they are made, not misleading and (c) none of
      the free writing prospectuses, if any, shall include an untrue statement
      of a material fact or, omit to state a material fact necessary in order to
      make the statements therein, in the light of the circumstances under which
      they are made, not misleading; and

	 	 	 
	 	(vii) 	
      all requests for additional information on the part of
      the SEC or any Canadian Commission shall have been complied
  with.







- 44 - 

	 	(f) 	
      No Material Adverse Effect. For the period
      from the date of this Agreement and to and including the Closing Date, in
      the judgment of the Co-Lead Underwriters, there shall not have occurred
      any Material Adverse Effect.

	 	 	 
	 	(g) 	
      Officers’ Certificate. On the Closing Date,
      the Underwriters and CF US shall have received a written certificate,
      addressed to the Underwriters and CF US, executed by the President and
      Chief Executive Officer of the Company and the Chief Financial Officer of
      the Company, in each case, in such capacity and not in his personal
      capacity, dated as of the Closing Date, to the effect that the conditions
      set forth in Section 6(e) have been met, and further to the effect
      that:




	 	(i) 	
      the representations, warranties and covenants of the
      Company set forth in Section 3 of this Agreement are true and correct in
      all material respects with the same force and effect as though expressly
      made on and as of such Closing Date, except that any representations and
      warranties qualified by materiality or “Material Adverse Effect” shall be
      true and correct in all respects;

	 	 	 
	 	(ii) 	
      as at the Closing Date, no order, ruling or determination
      having the effect of ceasing or suspending trading in the Common Shares or
      any securities convertible into Common Shares has been issued and no
      proceedings for such purpose are pending or, to the best of the knowledge,
      information and belief of the person signing such certificate, are
      contemplated or threatened; and

	 	 	 
	 	(iii) 	
      the Company has complied with all the agreements
      hereunder and satisfied all the conditions on its part to be performed or
      satisfied hereunder at or prior to such Closing
Date.




	 	(h) 	
      Certificates of the Company. The
      Underwriters having received certificates dated the Closing Date,
      addressed to the Underwriters and CF US, signed by the General Counsel and
      Corporate Secretary of the Company, in such capacity and not personally,
      in form and content satisfactory to the Underwriters, acting reasonably,
      with respect to:




	 	(i) 	
      the constating documents and by-laws of the
    Company;

	 	 	 
	 	(ii) 	
      the resolutions of the directors of the Company relevant
      to the distribution of the Units in each of the Qualifying Jurisdictions
      and in the United States, allotment, issue (or reservation for issue) and
      sale of the Units, the authorization of this Agreement, and the other
      agreements and transactions contemplated by this Agreement; and

	 	 	 
	 	(iii) 	
      the incumbency and signatures of signing officers of the
      Company.




	 	(i) 	
      Good Standing. The Co-Lead Underwriters
      shall have received on and as of the day prior to the Closing Date,
      satisfactory evidence of the good standing of the Company and its Material Subsidiaries in their
respective jurisdictions of organization, in each case in writing or any
standard form of telecommunication from the appropriate Governmental Authorities
of such jurisdictions. 







- 45 - 


	 	(j) 	
      Company’s Agent for Service. Prior to the
      Closing Date, the Company shall have furnished to the Co-Lead Underwriters
      satisfactory evidence of its due and valid authorization of Energy Fuels
      Resources (USA) Inc. as its agent to receive service of process in the
      United States pursuant to Section 20 hereof, and satisfactory evidence
      from David Frydenlund accepting its appointment as such agent.

	 	 	 
	 	(k) 	
      Listing. The Unit Shares, Warrant
      Shares, Additional Unit Shares and Additional Warrant Shares shall have
      been approved for listing on the TSX and the NYSE, subject, in the case of
      the TSX, to the fulfillment of the usual post-closing requirements and, in
      the case of the NYSE, only to notice of issuance at or prior to the
      Closing Date.

	 	 	 
	 	(l) 	
      Warrant Indenture. The Warrant Indenture
      shall have been executed and delivered by the Company and CST Trust
      Company in form and substance satisfactory to the Co-Lead Underwriters and
      their counsel, acting reasonably.

	 	 	 
	 	(m) 	
      Lock-Up Agreements from Directors and Officers of
      the Company. On or prior to the Closing Date, the Company
      shall have furnished to the Co-Lead Underwriters an agreement in the form
      of Exhibit “B” hereto from each of the persons listed on Exhibit “A”
      hereto, and such agreement shall be in full force and effect on the
      Closing Date.

	 	 	 
	 	(n) 	
      Certificate of Transfer Agent. The Company
      having delivered to the Underwriters on the Closing Date, as the case may
      be, a certificate of CST Trust Company, Inc. as registrar and transfer
      agent of the Common Shares, which certifies the number of Common Shares
      issued and outstanding on the date prior to the Closing Date.

	 	 	 
	 	(o) 	
      No Termination. The Underwriters shall not
      have previously terminated their obligations pursuant to Section 8 of this
      Agreement.

	 	 	 
	 	(p) 	
      Additional Documents. On or before the
      Closing Date, the Co-Lead Underwriters and counsel for the Underwriters
      shall have received such information and other customary Closing documents
      as they may reasonably request for the purposes of enabling them to pass
      upon the issuance and sale of the Units as contemplated herein, or in
      order to evidence the accuracy of any of the representations and
      warranties, or the satisfaction of any of the conditions or agreements,
      herein contained; and all proceedings taken by the Company in connection
      with the issuance and sale of the Units as contemplated herein and in
      connection with the other transactions contemplated by this Agreement shall be reasonably satisfactory
in form and substance to the Co-Lead Underwriters and counsel for the
Underwriters. 







- 46 - 


If any condition specified in
this Section 6 is not satisfied when and as required to be satisfied, this
Agreement may be terminated by the Co-Lead Underwriters by notice to the Company
at any time on or prior to the Closing Date, which termination shall be without
liability on the part of any party to any other party, except that Section 5,
Section 6 and Section 10 shall at all times be effective and shall survive such
termination. 

	Section 7 	Covenants of the Underwriters.
  


(1)      Each Underwriter,
severally and not jointly, covenants with the Company, after the Closing Date,
the Underwriters will (a) use their reasonable best efforts to complete the
distribution of the Units as promptly as possible and (b) give prompt written
notice to the Company or its counsel when, in the opinion of the Underwriters,
they have completed distribution of the Units, and, as soon as practicable but
in any event not later than 30 days after completion of the distribution, will
provide the Company or its counsel in writing, with a breakdown of the number of
Units distributed in each of the Qualifying Jurisdictions and in the United
States where that breakdown is required by a Canadian Commission or the SEC, as
the case may be, for the purpose of calculating fees payable to, or making
filings with, that Canadian Commission or the SEC, as the case may be.

(2)      No Underwriter shall be
liable to the Company under this Section 7 with respect to a default by any of
the other Underwriters. 

(3)      Each Underwriter, severally
and not jointly, covenants with the Company not to take any action that would
result in the Company being required to file with the SEC pursuant to Rule
433-(d) under the Securities Act a free writing prospectus prepared by or on
behalf such Underwriter that otherwise would not be required to be filed by the
Company thereunder but for the action of the Underwriter. 

	Section 8 	Termination of this Agreement.
  


(1)      In addition to any other
remedies which may be available to the Underwriters, each Underwriter shall be
entitled, at such Underwriter’s sole option, to terminate and cancel, without
any liability on such Underwriter’s part, its obligations under this Agreement
if, at any time prior to the Closing Date:

	 	(a) 	
      Litigation. Any enquiry, action, suit,
      investigation or other proceeding, whether formal or informal, is
      commenced, announced or threatened or any order is made by any
      Governmental Authority in Canada, the United States or elsewhere,
      including, without limitation, the TSX or the NYSE, in relation to the
      Company or the Material Subsidiaries or the Company’s directors and
      officers in their capacity as such with the Company which, in the sole
      opinion of the Co-Lead Underwriters, acting reasonably, operates to
      prevent or restrict materially the distribution or trading of the Units or
      any other securities of the Company in any of the Qualifying Jurisdictions
      or the United States.







- 47 - 

	 	(b) 	
      Financial-Out. Any change in the U.S.,
      Canadian or international financial, political or economic conditions or
      the effect of which is such as to make it, in the judgment of the Co-Lead
      Underwriters, impractical to market or to enforce contracts for the sale
      of the Units, including without limitation, (i) if trading or quotation in
      any of the Company’s securities shall have been suspended or limited by
      the SEC, or by the NYSE or by any Canadian Commission or by the TSX, or
      (ii) trading in securities generally on any of the NYSE or the TSX shall
      have been suspended or limited, or minimum or maximum prices shall have
      been generally established on any of such stock exchanges by the SEC or
      FINRA, or (iii) the declaration of any banking moratorium by any Canadian,
      U.S. federal or New York authorities, or (iv) any major disruption of
      settlements of securities or payment or clearance services in the United
      States or Canada where the securities of the Company are listed.

	 	 	 
	 	(c) 	
      Disaster Out. There should develop, occur
      or come into effect or existence any attack on, outbreak or escalation of
      hostilities or act of terrorism involving Canada or the United States, any
      declaration of war by the United States Congress, any other national or
      international calamity or emergency, or any governmental action, change of
      Applicable Law (or in the judicial interpretation thereof), if, in the
      judgment of the Co-Lead Underwriters, the effect of any such attack,
      outbreak, escalation, act, declaration, calamity, emergency or
      governmental action, or change is material and adverse such as to make it
      impractical or inadvisable to proceed with the offering of the Units or to
      enforce contracts for the sale of the Units on the Closing Date, on the
      terms and in the manner contemplated by this Agreement, the Time of Sale
      Prospectus and each of the Applicable Prospectuses or might be expected to
      have a significant adverse effect on the state of financial markets in
      Canada or the United States or the business, operations, management or
      capital of the Company or the market price or value of the Common
      Shares.

	 	 	 
	 	(d) 	
      Material Adverse Effect. There should occur
      or be announced by the Company and its Material Subsidiaries taken as a
      whole, any Material Adverse Effect or a change in any material fact, or
      there should be discovered any previously undisclosed material fact (other
      than a material fact related solely to the Underwriters or any of their
      affiliates) required to be disclosed in any Applicable Prospectus, which
      results, or in the sole judgment of the Co-Lead Underwriters, is
      reasonably expected to result, in purchasers of a material number of Units
      exercising their right under applicable legislation to withdraw from their
      purchase of the Units or, in the sole judgment of the Co- Lead
      Underwriters, has or may be expected to have a significant adverse effect
      on the market price or value of the Units and makes it impractical or
      inadvisable to market the Units.

	 	 	 
	 	(e) 	
      Market Out. The state of financial markets
      is such that the Units cannot, in the reasonable opinion of the
      Underwriters (or any one of them), be successfully or profitably
      marketed.







- 48 - 

(2)      The Company agrees that
all representations, warranties, terms and conditions of this Agreement
(including the conditions in Section 6) shall be construed as conditions and
complied with so far as they relate to acts to be performed or caused to be
performed by it, that it will use its commercially reasonable best efforts to
cause such representations, warranties, terms and conditions not to be breached
and to be complied with, and that any material breach (or in the case of any
representation, warranty, term or condition qualified by materiality, any
breach) or failure by it to comply with any such conditions shall entitle any
Underwriter to terminate its obligations under this Agreement by notice to that
effect given to the Company and the Co-Lead Underwriters at or prior to the
Closing Date, unless otherwise expressly provided in this Agreement.

(3)      The rights of
termination contained in this Section 8 may be exercised by the Underwriters (or
any of them) and are in addition to any other rights or remedies that the
Underwriters may have in respect of any default, act or failure to act or
non-compliance by the Company in respect of any of the matters contemplated by
this Agreement or otherwise. In the event of any such termination, there shall
be no further liability or obligation on the part of an Underwriter to the
Company, or on the part of the Company to such Underwriter except in respect of
any liability or obligation under any of Section 5 and Section 10 hereof which
shall at all times remain in full force and effect and shall survive such
termination. 

	Section 9 	Obligation to Purchase.



(1)      Subject to the terms of
this Agreement, the obligation of the Underwriters to purchase the Firm Units or
the Additional Units, if applicable, at the Closing Date, shall be several and
not joint and several and shall be limited to the number and equivalent
percentage of the Firm Units or the Additional Units, if applicable, set out
opposite the name of the Underwriters respectively below (subject to such
adjustment as the Co-Lead Underwriters may determine to eliminate fractional
shares):

	
      
	Number 	Percentage
  
	
      
	of Firm 	  
	
      
	Units 	  
	
    Cantor Fitzgerald Canada Corporation 
	1,750,000 	40.0% 
	
    Haywood Securities Inc. 
	984,375 	22.5% 
	
    Roth Capital Partners, LLC 
	984,375 	22.5% 
	
    Dundee Securities Ltd. 
	218,750 	5.0% 
	
    Raymond James Ltd. 
	218,750 	5.0% 
	
    Rodman & Renshaw a unit of H.C.
      Wainwright & Co., LLC 
	218,750 	5.0% 
	
      
	4,375,000 	100.0%







- 49 - 

(2)      If, on the Closing Date,
any one or more of the Underwriters shall fail or refuse to purchase the Units
that it or they have agreed to purchase hereunder on such date, and the
aggregate number of Units which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase does not exceed 10% of the aggregate
number of the Units to be purchased on such date, the Co-Lead Underwriters may
make arrangements satisfactory to the Company for the purchase of such Units by
other persons, including any of the Underwriters, but if no such arrangements
are made by the Closing Date, the other Underwriters shall be obligated,
severally and not jointly, in the proportions that the number of Units set forth
opposite their respective names in this Section 9 bears to the aggregate number
of Units set forth opposite the names of all such non-defaulting Underwriters,
or in such other proportions as may be specified by the Co-Lead Underwriters
with the consent of the non-defaulting Underwriters, to purchase the Units which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase on such date. If, on the Closing Date, any one or more of the
Underwriters shall fail or refuse to purchase the Units and the aggregate number
of Units with respect to which such default occurs exceeds 10% of the aggregate
number of Units to be purchased on such date, and arrangements satisfactory to
the Co-Lead Underwriters and the Company for the purchase of such Units are not
made within 48 hours after such default, this Agreement shall terminate without
liability of any party to any other party (other than the defaulting
underwriter, who shall remain liable to the Company) except that the provisions
of Section 5 and Section 10 shall at all times be effective and shall survive
such termination. In any such case either the Co-Lead Underwriters or the
Company shall have the right to postpone the Closing Date, but in no event past
9:00 a.m. (Toronto time) on March 15, 2016 in order that the required changes,
if any, to the Registration Statement and the Prospectuses or any other
documents or arrangements may be effected. 

(3)      As used in this
Agreement, the term “Underwriter” shall be deemed to include any person
substituted for a defaulting Underwriter under this Section 9. Any action taken
under this Section 9 shall not relieve any defaulting Underwriter from liability
in respect of any default of such Underwriter under this Agreement. 

	Section 10 	Indemnification. 


(1)      The Company (referred to
in this Section 10 as the “Company Indemnifying Party”) agrees to
indemnify and save harmless each of the Underwriters, CF US and their respective
affiliates and each of their respective directors, officers, employees,
shareholders and agents, and each person, if any, who controls the Underwriters
within the meaning of Section 15 of the Securities Act or Section 20 of the 1934
Act (each referred to in this Section 10 as an “Underwriter Indemnified
Party”) from and against all liabilities, claims, losses (other than loss of
profits in connection with the distribution of the Units), actions, suits,
proceedings, charges, reasonable costs, damages and reasonable expenses which an
Underwriter Indemnified Party may suffer or incur or be subject to, including
all amounts paid to settle actions or satisfy judgments or awards and all
reasonable legal fees and expenses that may be incurred in advising with respect
to investigating or defending any Claim, in any way caused by, or arising
directly or indirectly from, or in consequence of: 




- 50 - 

	 	(a) 	
      any information or statement contained in the
      Registration Statement, the Prospectuses, any issuer free writing
      prospectus or any Supplementary Material related thereto, or in any
      certificate or other document of the Company or of any officer of the
      Company or any of its Material Subsidiaries delivered hereunder or
      pursuant hereto which contains or is alleged to contain a
      misrepresentation;

	 	 	 
	 	(b) 	
      any omission or alleged omission to state in the
      Registration Statement, the Prospectuses, any issuer free writing
      prospectus, any marketing materials or any Supplementary Material related
      thereto, or any certificate or other document of the Company or any
      officer of the Company or any of the Material Subsidiaries delivered
      hereunder or pursuant hereto any fact, whether material or not required to
      be stated therein or necessary to make any statement therein not
      misleading in light of the circumstances under which it was
made;

	 	 	 
	 	(c) 	
      any order made or any inquiry, investigation or
      proceedings commenced or threatened by any securities commission, stock
      exchange or other Governmental Authority based upon any actual or alleged
      untrue statement, omission or misrepresentation in the Prospectuses, the
      Registration Statement, any issuer free writing prospectus, any marketing
      materials or any Supplementary Material or based upon any actual or
      alleged failure to comply with Canadian Securities Laws or U.S. Securities
      Laws, preventing or restricting the trading in of the Firm Shares, Warrant
      Shares, Additional Unit Shares or Additional Warrant Shares or the
      distribution of the Units or any other securities of the
Company;

	 	 	 
	 	(d) 	
      the non-compliance or alleged non-compliance by the
      Company with any requirement of Canadian Securities Laws or U.S.
      Securities laws in any of the Qualifying Jurisdictions or in the United
      States or any state therein in connection with the transactions herein
      contemplated including the Company’s non-compliance or alleged
      non-compliance with any statutory requirement to make any document
      available for inspection; or

	 	 	 
	 	(e) 	
      any breach of any representation or warranty of the
      Company contained herein or in any certificate or other document of the
      Company or of any officers of the Company or any of the Material
      Subsidiaries delivered hereunder or pursuant hereto or the failure of the
      Company to comply with any of its obligations
hereunder,



provided, however, that the foregoing indemnity shall
not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission
made solely in reliance upon and in conformity with written information relating
to the Underwriters furnished to the Company by the Underwriters expressly for
use in the Prospectus Supplements or Time of Sale Prospectus, or any such
amendment or supplement thereto, or any issuer free writing prospectus.




- 51 - 

(2)      Each Underwriter, severally
and not jointly (each referred to in this Section 10 as the “Underwriter
Indemnifying Party”), agrees to indemnify and hold harmless the Company and
its directors and each officer and director of the Company who signed the
Registration Statement or the U.S. Prospectus, and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act (each such person referred to in this Section 10
as the “Company Indemnified Party”) against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 10(1),
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Prospectus Supplements or Time of
Sale Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with information relating to the Underwriters and furnished to the
Company in writing by the Underwriters expressly for use therein. The Company
hereby acknowledges that the only information that the Underwriters have
furnished to the Company expressly for use in the Prospectus Supplements or Time
of Sale Prospectus (or any amendment or supplement thereto) are the statements
set forth in the eighth and fifteenth paragraphs under the caption “Plan of
Distribution” in the Canadian Prospectus Supplement. 

(3)      If any matter or thing
contemplated by this Section 10 (any such matter or thing being hereinafter
referred to as a “Claim”) is asserted against either the Underwriter
Indemnified Party or the Company Indemnified Party (as the context requires, the
“Indemnified Party”), the Indemnified Party shall notify the Company
Indemnifying Party or the Underwriter Indemnifying Party (as the context
requires, the “Indemnifying Party”), as soon as practicable, of such
Claim to the extent allowable by Applicable Law (provided, however, that failure
to provide such notice shall not affect the Indemnified Party’s right to
indemnification hereunder, except (and only) to the extent of material prejudice
(through the forefeiture of substantive rights and defenses) to the Indemnifying
Party therefrom) and the Indemnifying Party shall be entitled (but not required)
to assume the defence of any suit, action or proceeding brought to enforce such
Claim; provided, however, that the defence shall be conducted through legal
counsel acceptable to the Indemnified Party and that no admission of liability
or settlement of any such Claim may be made by the Indemnifying Party or the
Indemnified Party without the prior written consent of the other. 

(4)      In any such Claim, the
Indemnified Party shall have the right to retain separate counsel to act on its
behalf provided that the fees and disbursements of such counsel shall be paid by
the Indemnified Party unless: 

	 	(a) 	
      the Indemnifying Party fails to assume the defence of
      such Claim on behalf of the Indemnified Party within five (5) business
      days of receiving notice thereof or, having assumed such defence, has
      failed to engage counsel promptly or who is acceptable to the Indemnified
      Parties, or has failed to pursue it diligently;

	 	 	 
	 	(b) 	
      the Indemnifying Party and the Indemnified Party shall
      have mutually agreed to the retention of the other counsel; or

	 	 	 
	 	(c) 	
      the named parties to the Claim (including any added,
      third parties or interpleaded parties) include the Indemnifying Party, and
      the Indemnifying Parties has been advised by counsel (including internal
      counsel) that there are legal defences available to such Indemnified Party that are
different or in addition to those available to the Indemnifying Party, that
representation of the Indemnified Party by counsel for the Indemnifying Party is
inappropriate as a result of the potential or actual conflicting interests of
those represented, or where in such Indemnified Party’s reasonable judgment, the
Claim gives rise to a conflict of interest between the Indemnifying Party and
such Indemnified Party;







- 52 - 


in each of cases Section 10(4)(a), Section 10(4)(b) and Section
10(4)(c), the Indemnifying Party will not have the right to assume the defence
of the suit on behalf of such Indemnified Party, but the Indemnifying Party will
be liable to pay the fees and expenses of separate counsel for all Indemnified
Parties and, in addition, of local counsel in each applicable jurisdiction.
Notwithstanding the foregoing, no settlement may be made by an Indemnified Party
without the prior written consent of the Indemnifying Party, which consent will
not be unreasonably withheld, conditioned or delayed. 

(5)      In order to provide for
a just and equitable contribution in circumstances in which the indemnity
provided in Section 10(1) or Section 10(2) would otherwise be available in
accordance with its terms but is, for any reason, held to be unavailable to or
unenforceable by the Indemnified Party or enforceable otherwise than in
accordance with its terms or is insufficient to hold the Indemnified Party
harmless, the Indemnifying Party shall contribute to the aggregate of all
claims, expenses, costs and liabilities and all losses (other than loss of
profits in connection with the distribution of the Units) of the nature
contemplated in this Section 10 and suffered or incurred by the Indemnified
Parties in such proportions as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other hand
from the distribution of the Units as well as the relative fault of the parties
in connection with the Claim or Claims which resulted in such claims, expenses,
costs, damages, liabilities or losses, as well as any other equitable
considerations determined by a court of competent jurisdiction; provided that:
(i) no Underwriter shall in any event be liable to contribute, in the aggregate,
any amount in excess of the aggregate fee or any portion thereof actually
received by such Underwriter hereunder; and (ii) no party who has been
determined by a court of competent jurisdiction in a final judgment that has
become non-appealable to have engaged in any fraud, fraudulent
misrepresentation, wilful misconduct or gross negligence in connection with the
Claim or Claims which resulted in such claims, expenses, costs, damages,
liabilities or losses shall be entitled to claim contribution from any person
who has not been so determined to have engaged in such fraud, fraudulent
misrepresentation or gross negligence in connection with such Claim or Claims.


(6)      The rights of
contribution and indemnity provided in this Section 10 shall be in addition to
and not in derogation of any other right to contribution and indemnity which the
Underwriters may have by statute or otherwise at law. 

(7)      The Underwriters’
obligations to contribute pursuant to this Section 10 are several, and not
joint, in proportion to their respective underwriting commitments as set forth
opposite their respective names in Section 9 hereof. 




- 53 - 

(8)      In the event that any
Company Indemnifying Party is held to be entitled to contribution from the
Underwriters under the provisions of any Applicable Law, the Company
Indemnifying Party shall be limited to contribution in an amount not exceeding
the lesser of: 

	 	(a) 	
      the portion of the full amount of the loss or liability
      giving rise to such contribution for which the Underwriters are
      responsible, as determined above; and

	 	 	 
	 	(b) 	
      the amount of the aggregate fee actually received by the
      Underwriters from the Indemnifying Party hereunder, provided that no
      individual Underwriter shall be required to contribute more than the fee
      actually received by such Underwriter.



(9)      If the Underwriters have
reason to believe that a claim for contribution may arise, they shall give the
Indemnifying Party notice thereof in writing, but failure to notify the
Indemnifying Party shall not relieve the Indemnifying Party of any obligation
which it may have to the Underwriters under this Section 10, except (and only)
to the extent of material prejudice (through the forfeiture of substantive
rights and defenses) to the Indemnifying Party therefrom. 

(10)      With respect to this Section
10, the Company acknowledges and agrees that the Underwriters are contracting on
their own behalf and as agents for their respective affiliates, directors,
officers, employees and agents, and each person, if any, controlling any
Underwriter or any of its subsidiaries and each shareholder of any Underwriter.
Accordingly, the Company hereby constitutes the Underwriters as agents for each
person who is entitled to the covenants of the Company contained in this Section
10 and is not a party hereto and the Underwriters agree to accept such agents
and to hold in trust for and to enforce such covenants on behalf of such
persons.

	Section 11 	Notification to the Underwriters.
  


The Company undertakes to notify
the Co-Lead Underwriters immediately if it comes to its knowledge at any time up
to the Closing Date that any of the representations and warranties of the
Company in this Agreement was not true or accurate or was misleading in any
material respect when given or made or has ceased to be true or accurate in any
material respect or has become misleading by reference to the facts or
circumstances from time to time subsisting and of all other information of which
it becomes aware which may give rise to an obligation to prepare and file
Supplementary Material. If, at any time prior to the Closing Date, the Co-Lead
Underwriters shall receive notification pursuant to this section or they shall
otherwise become aware that any of the representations and warranties in this
Agreement is or has become or is likely to become untrue, inaccurate or
misleading in any material respect, the Co-Lead Underwriters may (without
prejudice to their right to terminate their obligations under this Agreement
pursuant to Section 8) require the Company at its own expense to make or cause
to be made such announcement as the Underwriters may reasonably determine.




- 54 - 

	Section 12 	Representations, Warranties and Covenants to
      Survive Delivery. 


The representations, warranties
and covenants (including indemnities) of the Company and the Underwriters
contained in this Agreement and in any certificate delivered pursuant to this
Agreement or in connection with the purchase and sale of the Units shall survive
the delivery of and payment for the Units sold hereunder and shall continue in
full force and effect unaffected by any subsequent disposition of the Units by
the Underwriters or the termination of the Underwriters’ obligations and shall
not be limited or prejudiced by any investigation made by or on behalf of the
Underwriters in connection with the preparation of the Prospectuses, any
amendments or supplements related thereto or the distribution of the Units.

	Section 13 	No Advisory or Fiduciary Relationship.
    


The Company acknowledges and
agrees that (a) the purchase and sale of the Units pursuant to this Agreement,
including the determination of the Offering Price of the Units and any related
discounts and commissions, is an arm’s-length commercial transaction between the
Company, on the one hand, and the Underwriters, on the other hand, (b) in
connection with the offering contemplated hereby and the process leading to such
transaction, each Underwriter is and has been acting solely as a principal and
is not the agent or fiduciary of the Company or its shareholders, creditors,
employees or any other party, (c) no Underwriter has assumed or will assume an
advisory or fiduciary responsibility in favour of the Company with respect to
the offering contemplated hereby or the process leading thereto (irrespective of
whether such Underwriter has advised or is currently advising the Company on
other matters) and no Underwriter has any obligation to the Company with respect
to the offering contemplated hereby except the obligations expressly set forth
in this Agreement, (d) the Underwriters and their respective affiliates may be
engaged in a broad range of transactions that involve interests that differ from
those of the Company, and (e) the Underwriters have not provided any legal,
accounting, regulatory or tax advice with respect to the offering contemplated
hereby and the Company has consulted its own legal, accounting, regulatory and
tax advisors to the extent it deemed appropriate. 

	Section 14 	Notices. 


All communications hereunder
shall be in writing and shall be mailed, hand delivered, or faxed and confirmed
to the parties hereto as follows: 

	 	(a) 	If to the Underwriters: 
	 	  	  
	 	  	Cantor Fitzgerald Canada Corporation 
	 	  	181 University Avenue 
	 	  	Suite 1500 
	 	  	Toronto, Ontario 
	 	  	M5H 3M7 
	 	  	Canada 
	 	  	Attention: Graham Moylan 
	 	  	Facsimile Number: (416) 350-2985 






- 55 - 

	 	  	with a copy to: 
	 	 	 
	 	  	Stikeman Elliott LLP 
	 	  	5300 Commerce Court West 
	 	  	199 Bay Street 
	 	  	Toronto, Ontario M5L 1B9 
	 	  	Canada 
	 	  	Attention: Simon Romano and Paul Rakowski

	 	  	Facsimile Number: (416) 947-0866 
	 	  	  
	 	  	And 
	 	  	  
	 	  	Cooley LLP 
	 	  	1114 Avenue of the Americas 
	 	  	New York, NY 10036 
	 	  	Attention: Daniel I. Goldberg, Esq. 
	 	  	Facsimile Number: (212) 479-6275 
	 	  	  
	 	  	And 
	 	  	  
	 	  	Cantor Fitzgerald & Co. 
	 	  	110 East 59th Street 
	 	  	New York, NY 10022 
	 	  	Attention: Legal Department 
	 	  	Facsimile Number: (212) 829-4708 
	 	  	  
	 	(b) 	If to the Company: 
	 	  	  
	 	  	Energy Fuels Inc. 
	 	  	225 Union Blvd., Suite 600 
	 	  	Lakewood, CO 80228 
	 	  	Attention: David Frydenlund, Senior Vice
      President, General Counsel and 
	 	  	Corporate Secretary 
	 	  	Facsimile Number: (303) 389-4129 
	 	  	  
	 	  	with a copy to: 
	 	  	  
	 	  	Borden Ladner Gervais LLP 
	 	  	Scotia Plaza, 40 King St. West 
	 	  	Toronto, Ontario M5H 3Y4 
	 	  	Attention: Jason Saltzman 
	 	  	Facsimile Number: (416) 361-2770



Any party hereto may change the
address for receipt of communications by giving written notice to the others.
The parties may change their respective addresses and facsimile numbers for
notice, by notice given in the manner aforesaid. Any such notification shall be
deemed to be effective when faxed or delivered, if faxed or delivered to the
recipient on a business day and before 3:00 p.m. (local time) on such business
day, and otherwise shall be deemed to be given at 9:00 a.m. (local time) on the
next following business day. 




- 56 - 


	Section 15 	Authority and Use of the Advice of the
      Co-Lead Underwriters. 


The Company shall be entitled to
rely and shall act on any notice, waiver, extension or other communication given
by or on behalf of the Underwriters by the Co-Lead Underwriters, who have
authority to bind the Underwriters with respect to all matters covered by this
Agreement insofar as such matters relate to the Underwriters, with the exception
of matters arising under Section 10, or notice of termination pursuant to
Section 8, which notice may be given by any of the Underwriters. The Company
agrees that all written and oral opinions, advice, analysis and materials
provided by the Underwriters in connection with the offering and sale of the
Units are intended solely for the Company’s benefit and for the Company’s use
only and the Company covenants and agrees that no such opinions, advice or
material will be used for any other purpose whatsoever or reproduced,
disseminated, quoted from or referred to in whole or in part at any time, in any
manner or for any purpose, without the prior consent of the Co-Lead Underwriters
in each specific circumstance. 

	Section 16 	Successors. 


This Agreement will including any
substitute Underwriters pursuant to Section 9 hereof, and to the benefit of the
employees, officers and directors and controlling persons referred to in Section
10 and in each case their respective successors and personal representatives,
and no other person will have any right or obligation hereunder. The term
“successors” shall not include any purchaser of the Units as such from
any of the Underwriters merely by reason of such purchase. 

	Section 17 	Time of the Essence.



Time shall be of the essence of this Agreement. 

	Section 18 	Partial Unenforceability.



The invalidity or
unenforceability of any Section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other Section, paragraph or
provision hereof. If any Section, paragraph or provision of this Agreement is
for any reason determined to be invalid or unenforceable, there shall be deemed
to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable. 

	Section 19 	Governing Law and Venue.



 This Agreement shall be governed
by and construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein governing contracts made and to be
performed wholly therein and without reference to its principles governing the
choice or conflict of laws. The parties hereto irrevocably attorn and submit to
the exclusive jurisdiction of the courts of the Province of Ontario, sitting in
the City of Toronto, with respect to any dispute related to this Agreement





- 57 - 

	Section 20 	Agent for Service. 


The Company has filed with the
SEC a Form F-X appointing Energy Fuels Resources (USA) Inc. (or any successor)
(together with any successor, the “Agent for Service”), as its agent to
accept and acknowledge on its behalf service of any and all process which may be
served in any action, proceeding or counterclaim in any way relating to or
arising out of this Agreement. 

	Section 21 	Counterparts/Facsimile/Electronic
      Signatures. 


This Agreement may be executed by
any one or more of the parties to this Agreement in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. The transmission by facsimile
or e-mail of a copy of the execution page hereof reflecting the execution of
this Agreement by any party hereto shall be effective to evidence that party’s
intention to be bound by this Agreement and that party’s agreement to the terms,
provisions and conditions hereof, all without the necessity of having to produce
an original copy of such execution page. 

	Section 22 	CF US. 


It is acknowledged and agreed
that CF US is a U.S. affiliate of CFCC that will be selling the Units in the
United States on behalf of CFCC in accordance with Section 2(1) and is a party
to this Agreement for the purpose of receiving the benefit of the
representations, warranties and covenants made by the Company herein and
enforcing the indemnity and contribution contained in Section 10 hereof as an
Indemnified Party.

	Section 23 	General Provisions. 


(1)      This Agreement
constitutes the entire agreement of the parties to this Agreement and supersedes
all prior written or oral and all contemporaneous oral agreements,
understandings and negotiations with respect to the subject matter hereof. This
Agreement may not be amended or modified unless in writing by all of the parties
hereto, and no condition herein (express or implied) may be waived unless waived
in writing by each party whom the condition is meant to benefit. The Section
headings herein are for the convenience of the parties only and shall not affect
the construction or interpretation of this Agreement. 

(2)      The Company acknowledges
that the Underwriters’ research analysts and research departments are required
to be independent from their respective investment banking divisions and are
subject to certain regulations and internal policies, and that such
Underwriters’ research analysts may hold and make statements or investment
recommendations and/or publish research reports with respect to the Company
and/or the offering that differ from the views of its investment bankers. The
Company hereby waives and releases, to the fullest extent permitted by law, any
claims that the Company may have against the Underwriters with respect to any
conflict of interest that may arise from the fact that the views expressed by
their independent research analysts and research departments may be different
from or inconsistent with the views or advice communicated to the Company by
such Underwriters’ investment banking divisions. The Company acknowledges that
each of the Underwriters is a full service securities firm and as such from time
to time, subject to applicable Canadian Securities Laws and U.S. Securities
Laws, may effect transactions for its own account or the account of its
customers and hold long or short position in debt or equity securities of the
companies which may be the subject to the transactions contemplated by this
Agreement. 




- 58 - 


[The Remainder of This Page Intentionally Left Blank;
Signature Page Follows] 




The foregoing is agreed by the parties as of the date first
mentioned above. 


	CANTOR FITZGERALD
      CANADA CORPORATION 
	 	 
	By:  	
    “Laurence Rose”
	 	Name: Laurence Rose 
	 	Title: President and Chief 
	 	Executive Officer 
	 	 
	 	 
	HAYWOOD SECURITIES INC. 
	 	 
	By:  	
    “Kevin Campbell”
	 	Name: Kevin Campbell
	 	Title: Managing Director 
	 	 
	 	 
	 	 
	ROTH CAPITAL PARTNERS, LLC 
	 	 
	By:  	
    “Aaron M. Gurewitz”
	 	Name: Aaron M. Gurewitz
	 	Title: Head of Equity Capital Markets 
	 	 
	 	 
	 	 
	DUNDEE SECURITIES LTD. 
	 	 
	By:  	“John
    Esteireiro”
	 	Name: John Esteireiro
	 	Title: Managing Director









	RAYMOND JAMES LTD. 
	 	 
	By: 	“J. Graham Fell”
	 	Name: J. Graham Fell
	 	Title: Senior Managing Director
	 	 
	 	 
	RODMAN & RENSHAW A
      UNIT OF H.C. WAINWRIGHT & CO., LLC 
	 	 
	By:  	
    “Craig Schwabe”
	 	Name: Craig Schwabe 
	 	Title: Managing Director







Acknowledged by CF US solely for the purpose of receiving the
benefit of Section 22 of this Agreement.


	CANTOR FITZGERALD & CO. 
	  	  
	By: 	 “Shawn
    P. Matthews”
	               	Name: Shawn P. Matthews 
	               	Title:   Chief Executive Officer
  







Accepted and agreed to as of March 9, 2016. 


	ENERGY FUELS INC. 
	 	  
	By: 	“Stephen P. Antony”
	 	Name: Stephen P. Antony
	 	Title: President & CEO 







SCHEDULE “A” 
MATERIAL SUBSIDIARIES 

	
    Magnum Uranium Corp. 
	British Columbia 	100% 
	
     
	 	 
	
    Titan Uranium Inc. 
	Canada 	100% 
	
     
	 	 
	
    Strathmore Minerals Corp. 
	British Columbia 	100% 
	
     
	 	 
	
    Uranium Power Corp. 
	British Columbia 	100% 
	
     
	 	 
	
    Strathmore Resources (US) Ltd. 
	Nevada 	100% 
	
     
	 	 
	
    Energy Fuels Holdings Corp. 
	Delaware 	100% 
	
     
	 	 
	
    Roca Honda Resources LLC 
	Delaware 	60% 
	
     
	 	 
	
    Magnum Minerals USA Corp. 
	Nevada 	100% 
	
     
	 	 
	
    Energy Fuels Wyoming Inc. 
	Nevada 	100% 
	
     
	 	 
	
    Energy Fuels Resources (USA) Inc. 
	Delaware 	100% 
	
     
	 	 
	
    EFR White Mesa LLC 
	Colorado 	100% 
	
     
	 	 
	
    EFR Henry Mountains LLC 
	Colorado 	100% 
	
     
	 	 
	
    EFR White Canyon Corp. 
	Delaware 	100% 
	
     
	 	 
	
    EFR Colorado Plateau LLC 
	Colorado 	100% 
	
     
	 	 
	
    EFR Arizona Strip LLC 
	Colorado 	100% 
	
     
	 	 
	
    Uranerz Energy Corporation 
	Nevada 	100% 
	
     
	 	 
	
    Wyoming Gold Mining Company, Inc. 
	Wyoming 	100% 
	
     
	 	 
	
    Wate Mining Company, LLC 
	Arizona 	100% 






EXHIBIT “A”
LIST OF PERSONS SUBJECT TO LOCK-UP


Directors 

J. Birks Bovaird
Stephen P. Antony
Ames Brown
Paul A.
Carroll 
Glenn Catchpole
Bruce D. Hansen 
Dennis Higgs
Ron F.
Hochstein

Officers 

David C. Frydenlund 
Paul Goranson
Curtis H. Moore

Harold R. Roberts
Daniel G. Zang 




EXHIBIT “B” 
FORM OF LOCK-UP AGREEMENT 

__________, 2016 

	To: 	Cantor Fitzgerald Canada Corporation
      (“CFCC”) 
	  	 • 
	  	(collectively, the “Underwriters”)

	  	  
	Re: 	Energy Fuels Inc. – Lock-up
      Agreement 


The undersigned understands that
this lock-up agreement (the “Lock-Up Agreement”) is being delivered to
you in connection with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by Energy Fuels Inc. (the “Company”) and the
Underwriters named in the Underwriting Agreement, with respect to the public
offering (the “Offering”) of units of the Company (the “Units”),
each Unit consisting of one common share in the capital of the Company (the
“Common Shares”) and one-half common share purchase warrant of the
Company (the “Warrants”), each Warrant entitling the holder thereof to
purchase one common share in the capital of the Company.

In consideration of the benefit
that the Offering will confer upon the undersigned as a [director and/or
officer] of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the undersigned agrees
that, in respect of Common Shares owned directly or indirectly by the
undersigned, or under control or direction of the undersigned (including holding
as a custodian) or with respect to which the undersigned has beneficial
ownership (as such term is used in Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) (collectively, the “Locked-Up
Securities”), during the period beginning from the date hereof and ending on
the day that is ninety (90) days following the date of the closing of the
Offering (the “LockUp Period”), the undersigned will not, without the
prior written consent of CFCC, which consent shall not unreasonably be delayed,
conditioned or withheld, (i) issue, offer, sell (including, without limitation,
any short sale), contract or agree to sell, hypothecate, pledge, grant any
option to purchase or otherwise dispose of or agree to dispose of or transfer,
directly or indirectly, or establish or increase a “put equivalent position” or
liquidate or decrease a “call equivalent position” within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the United States Securities and Exchange Commission (the
“SEC”) promulgated thereunder (the “Exchange Act”), with respect
to, any Locked-Up Securities, or any securities convertible into or exchangeable
or exercisable for, or warrants or other rights to purchase, the foregoing, (ii)
except as permitted in Section 4(p) of the Underwriting Agreement cause to
become effective a registration statement under the United States Securities Act
of 1933, as amended, together with the rules and regulations promulgated
thereunder (the “Securities Act”), or to file a prospectus in Canada,
relating to the offer and sale of any Locked-Up Securities or securities
convertible into or exercisable or exchangeable for Locked-Up Securities or
other rights to purchase Locked-Up Securities or any other securities of the
Company that are substantially similar to the Locked-Up Securities, or any
securities convertible into or exchangeable or exercisable for, or any warrants
or other rights to purchase, the foregoing, (iii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Locked-Up Securities or any other securities of
the Company that are substantially similar to the Locked-Up Securities, or any
securities convertible into or exchangeable or exercisable for, or any warrants
or other rights to purchase, the foregoing, whether any such transaction is to
be settled by delivery of Common Shares or such other securities, in cash or
otherwise or (iv) publicly announce an intention to effect any transaction
specified in clause (i), (ii) or (iii).





The foregoing paragraph shall not
apply to (A) dispositions to any trust for the direct or indirect benefit of the
undersigned and/or the spouse, any lineal descendent, father, mother, brother or
sister of the undersigned, provided that such trust agrees in writing with the
Underwriters to be bound by the terms of this Lock-Up Agreement, (B) tenders
pursuant to a bona fide third party take-over bid made to all holders of
Common Shares of the Company or similar acquisition transaction provided that in
the event that the take-over bid or acquisition transaction is not completed,
any Locked-Up Securities shall remain subject to the restrictions contained in
this Lock-Up Agreement, (C) any dispositions pursuant to any pre-existing 10b5-1
plans, (D) any dispositions required to pay the exercise price of any stock
options issued or outstanding under the Company’s equity incentive compensation
plans, or (E) any dispositions required for tax withholdings in connection with
the exercise or vesting of any stock options or restricted stock units issued or
outstanding under the Company’s equity incentive compensation plans. 

In addition, the undersigned
hereby waives any and all pre-emptive rights, participation rights, resale
rights, rights of first refusal and similar rights that the undersigned may have
in connection with the Offering or with any issuance or sale by the Company of
any equity or other securities in connection with the Offering. 

The undersigned hereby confirms
that the undersigned has not, directly or indirectly, taken, and hereby
covenants that the undersigned will not, directly or indirectly, take, any
action designed, or which has constituted or will constitute or might reasonably
be expected to cause or result in the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of the Common
Shares.

The undersigned understands that
the Company and the Underwriters are relying upon this Lock-Up Agreement in
proceeding toward the consummation of the Offering. The undersigned further
understands that this Lock-Up Agreement is irrevocable and shall be binding upon
the undersigned’s legal representatives, successors, and assigns, and shall
enure to the benefit of the Company, the Underwriters and their legal
representatives, successors and assigns.

The obligations of the
undersigned pursuant to this Lock-Up Agreement may be waived in writing in whole
or in part by CFCC in its sole discretion. 

This Lock-Up Agreement is
governed by the laws of the Province of Ontario and the laws of Canada
applicable therein. 





	  	 	Yours
      very truly, 
	 	 	 
	 	 	 
	Witness 	 	Name 
	 	 	 
	 	 	 
	Number of Common Shares subject to 	 	 
	this Lock-Up Agreement 	 	 






EXHIBIT “C”
TITLE OPINIONS 

	1. 	
      Opinion dated October 16, 2013 in respect of the Arizona
      Strip Mines.

	 	 
	2. 	
      Opinions dated July 23, 2012 and July 24, 2012 in respect
      of the Colorado Plateau Mines.

	 	 
	3. 	
      Opinions dated July 24, 2012 in respect of the Daneros
      Mine.

	 	 
	4. 	
      Opinion dated June 7, 2013 in respect of the Gas Hills
      Project.

	 	 
	5. 	
      Opinions dated July 24, 2012 in respect of the Henry
      Mountains Complex.

	 	 
	6. 	
      Opinion dated June 7, 2013 in respect of the Roca Honda
      Project.

	 	 
	7. 	
      Opinion dated July 24, 2012 in respect of the Sage Plain
      Project.

	 	 
	8. 	
      Opinion dated July 24, 2012 in respect of the Sheep
      Mountain Project.

	 	 
	9. 	
      Opinion dated October 23, 2013 in respect of the White
      Mesa Mill.

	 	 
	10. 	
      Opinion dated July 24, 2012 in respect of the La Sal
      Project.

	 	 
	11. 	
      Opinion dated May 31, 2013 in respect of Juniper
      Ridge.

	 	 
	12. 	
      Opinion dated July 23, 2012 in respect of the Whirlwind
      Mine.

	 	 
	13. 	
      “Limited Title Opinion, Hank Project, MB1 et al. Mining
      Claims (WMC278641 et al.), Campbell County, Wyoming” – By Brown, Drew
      & Massey, LLP dated October 16, 2009




		o 	
      “First Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming” –
      by Brown, Drew & Massey, LLP dated November 29, 2010 

		o 	
      “Second Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming” –
      by Brown, Drew & Massey, LLP dated December 3, 2012 

		o 	
      “Third Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming” –
      by Brown, Drew & Massey, LLP dated February 1, 2013 

		o 	
      “Fourth Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming” –
      by Brown, Drew & Massey, LLP dated August 19, 2013









		o 	
      “Fifth Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming” –
      by Brown, Drew & Massey, LLP dated September 5, 2013





	14. 	
      “Limited Title Opinion, South Doughstick Project, WC 319
      et al. Mining Claims (WMC 275263 et al.), Campbell and Johnson Counties,
      Wyoming” – by Brown, Drew & Massey, LLP dated October 27,
  2009




		o 	
      “First Supplemental Limited Title Opinion, South
      Doughstick Project, WC 319 et al. Mining Claims (WMC 275263 et al.),
      Campbell and Johnson Counties, Wyoming” – by Brown, Drew & Massey, LLP
      dated November 29, 2010 

		o 	
      “Second Supplemental Limited Title Opinion, South
      Doughstick Project, WC 319 et al. Mining Claims (WMC 275263 et al.),
      Campbell and Johnson Counties, Wyoming” – by Brown, Drew & Massey, LLP
      dated July 11, 2014 




	15. 	
      “Preliminary Title Opinion, North Jane Project, DS 3
      through 18, 100, 101 Mining Claims (Lead File WMC 281326 et al.), Campbell
      County, Wyoming” – by Brown, Drew & Massey, LLP dated December 3,
      2009

	 	 
	16. 	
      “Preliminary Title Opinion, North Jane Project, EB 40 et
      al. Mining Claims (Lead Filed WMC 14069 et at), Campbell County, Wyoming”
      – by Brown, Drew & Massey, LLP dated December 3, 2009

	 	 
	17. 	
      “Limited Title Opinion, Jane Dough Project, RK 453 et al.
      Mining Claims (WMC 274887 et al.), Campbell and Johnson Counties, Wyoming”
      – by Brown, Drew, Massey & Durham, LLP dated July 14, 2014

	 	 
	18. 	
      “Limited Title Opinion, South Doughstick Project, Pax
      Irvine Mineral Trust Fee Lease, Johnson County, Wyoming” – by Brown, Drew
      & Massey, LLP dated October 27, 2009




		o 	
      “First Supplemental Limited Title Opinion, South
      Doughstick Project, Pax Irvine Mineral Trust Fee Lease, Johnson County,
      Wyoming” – by Brown, Drew & Massey, LLP dated November 29, 2010
  

		o 	
      “Second Supplemental Limited Title Opinion, South
      Doughstick Project, Pax Irvine Mineral Trust Fee Lease, Johnson County,
      Wyoming” – by Brown, Drew, Massey & Durham, LLP dated July 11, 2014
      




	19. 	
      “Limited Title Opinion, Jane Dough Project, Pax Irvine
      Mineral Trust, et al Fee Leases, Johnson and Campbell Counties, Wyoming” –
      by Brown, Drew, Massey & Durham, LLP dated July 14, 2014

	 	 
	20. 	
      Preliminary Title Opinion, North Jane Project, Nelroy LLC
      et al. Fee Leases, Campbell County, Wyoming” – by Brown, Drew &
      Massey, LLP dated November 25, 2009








	21. 	
      “Limited Title Opinion, Nichols Ranch Project, EB 67 et
      al. Mining Claims (WMC 277010 et al.), Campbell and Johnson Counties,
      Wyoming” – by Brown, Drew & Massey, LLP dated October 27,
  2009




		
      o 
	
      “First Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming” – by Brown, Drew & Massey, LLP dated
      November 29, 2010 

		
      o 
	
      “Second Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming” – by Brown, Drew, Massey & Durham, LLP
      dated February 1, 2013 

		
      o 
	
      “Third Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming” – by Brown, Drew, Massey & Durham, LLP
      dated August 19, 2013 

		
      o 
	
      “Fourth Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming” – by Brown, Drew, Massey & Durham, LLP
      dated September 5, 2013 

		
      o 
	
      “Fifth Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming” – by Brown, Drew, Massey & Durham, LLP
      dated July 11, 2014 




	22. 	
      “Limited Title Opinion, Nichols Ranch Project, Betty Lou
      Payne et al Fee Leases, Johnson County, Wyoming” – by Brown, Drew &
      Massey, LLP dated October 16, 2009




		
      o 
	
      “First Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming” – by
      Brown, Drew & Massey, LLP dated November 29, 2010 

		
      o 
	
      “Second Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming” – by
      Brown, Drew, Massey & Durham, LLP dated February 1, 2013 

	 	
      o 
	
      “Third Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming” – by
      Brown, Drew, Massey & Durham, LLP dated August 19, 2013 

		
      o 
	
      “Fourth Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming” – by
      Brown, Drew, Massey & Durham, LLP dated September 5, 2013 

		
      o 
	
      “Fifth Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming” – by
      Brown, Drew, Massey & Durham, LLP dated July 11, 2014
  




	23. 	
      “Preliminary Title Status Report – Grants Uranium
      District properties of Uranium Resources, Inc., McKinley County, New
      Mexico (Roca Honda Claims; Endy Claims; and Section 17 mineral estate) –
      by Fognani & Faught, PLLC dated June 18,
2015.