Energy Fuels Inc. - Exhibit 10.4 - Filed by newsfilecorp.com





EXHIBIT 10.4 

INDEMNITY AGREEMENT 

THIS AGREEMENT is made as of this ___ day of
_________________, 20__. 

BETWEEN: 


  
    
      
        ENERGY FUELS INC., a corporation governed by the laws of
          the Province of Ontario (the “Corporation”) 

      

    

  



- and - 


  
    
      
        ___________________, an individual principally resident
          in the City of ___________, in the State of ____________, _____________ (the
          “Indemnified Party”) 

      

    

  



RECITALS: 

	A. 	
      The Corporation has requested the Indemnified Party to
      serve as a director and/or officer of the Corporation or the Indemnified
      Party is a former director or officer of the Corporation or acts or has
      acted at the Corporation’s request as a director, officer or similar
      capacity of another entity, and he/she has consented to so act provided
      this Agreement is entered into;

	 	 
	B. 	
      The Corporation considers it desirable and in the best
      interests of the Corporation to enter into this Agreement to set out the
      circumstances and manner in which the Indemnified Party may be indemnified
      in respect of certain liabilities or expenses which the Indemnified Party
      may incur as a result of acting as a director or officer of the
      Corporation;

	 	 
	C. 	
      The by-laws of the Corporation contemplate that the
      Indemnified Party may be indemnified in certain
  circumstances.



THEREFORE, the Parties agree as follows: 

ARTICLE 1 
DEFINITIONS AND PRINCIPLES OF
INTERPRETATION 


1.1       
Definitions 

Whenever used in this Agreement, the following words and terms
shall have the meanings set out below: 

	 	(a) 	
      “Act” means the Business Corporations Act
      (Ontario), as the same exists on the date hereof or may hereafter be
      amended;

	 	 	 
	 	(b) 	
      “Agreement” means this agreement, including all
      schedules, and all amendments or restatements as permitted under this
      Agreement, and references to “Article” or “Section” mean the
      specified Article or Section of this Agreement;

	 	 	 
	 	(c) 	
      “Business Day” means a day, other than a day that
      is a Saturday, a Sunday or a civil or statutory holiday in Toronto,
      Ontario;








	 	(d) 	
      “Claims” means any claim, demand, suit, action,
      cause of action, proceeding, inquiry, hearing, discovery or investigation
      of whatever nature, whether anticipated, threatened, pending, commenced,
      continuing or completed of whatever kind including any civil, criminal,
      administrative, investigative or other claim of any nature whatsoever in
      which the Indemnified Party is involved because of the Indemnified Party’s
      association with the Corporation or any affiliate or subsidiary
      thereof;

	 	 	 
	 	(e) 	
      “Losses” means any and all amounts related to all
      costs, charges, expenses, losses, damages (including incidental and
      consequential damages), fees (including any reasonable legal, professional
      or advisory fees, charges or disbursements and including, without
      limitation, reasonable costs of services of any experts), claims, awards,
      statutory obligations, amounts paid to settle or dispose of any Claim or
      satisfy any judgment, fines, penalties or liabilities, without limitation,
      and whether incurred alone or jointly with others, including any amounts
      which the Indemnified Party may reasonably suffer, sustain, incur or be
      required to pay in respect of the investigation, defence, settlement or
      appeal of or preparation for any Claim or with any action to establish a
      right to indemnification under this Agreement, and for greater certainty,
      includes all Taxes, interest, penalties and related outlays of the
      Indemnified Party arising from any indemnification of the Indemnified
      Party by the Corporation pursuant to this Agreement;

	 	 	 
	 	(f) 	
      “Parties” means the Corporation and the
      Indemnified Party collectively and “Party” means any one of
      them;

	 	 	 
	 	(g) 	
      “Policy” means the directors’ and officers’ errors
      and omissions insurance policy of the Corporation; and

	 	 	 
	 	(h) 	
      “Taxes” includes any assessment, reassessment,
      claim or other amount for taxes, charges, duties, levies, imposts or
      similar amounts, including any interest and penalties in respect
      thereof.



1.2       
Certain Rules of Interpretation 

In this Agreement: 

	 	(a) 	
      Governing Law – This Agreement is a contract made
      under and shall be governed by and construed in accordance with the laws
      of the Province of Ontario and the federal laws of Canada applicable in
      the Province of Ontario. The Parties hereby irrevocably submit and attorn
      to the jurisdiction of the courts of the Province of Ontario with respect
      to all matters arising out of or relating to this Agreement and all
      matters, agreements or documents contemplated by this Agreement. The
      Parties hereby waive any objections they may have to the venue being in
      such courts including, without limitation, any claim that any such venue
      is in an inconvenient forum.

	 	 	 
	 	(b) 	
      Headings – Headings of Articles and Sections are
      inserted for convenience of reference only and shall not affect the
      construction or interpretation of this Agreement.

	 	 	 
	 	(c) 	
      Number – Unless the context otherwise requires,
      words importing the singular include the plural and vice versa.

	 	 	 
	 	(d) 	
      Severability – If, in any jurisdiction, any
      provision of this Agreement or its application to any Party or
      circumstance is restricted, prohibited or unenforceable, such provision
      shall, as to such jurisdiction, be ineffective only to the extent of such
      restriction, prohibition or unenforceability without invalidating the
      remaining provisions of this Agreement and without affecting the validity
      or enforceability of such provision in any other jurisdiction or without
      affecting its application to other Parties or
  circumstances.








	 	(e) 	
      Entire Agreement – This Agreement constitutes the
      entire agreement between the Parties and sets out all the covenants,
      promises, warranties, representations, conditions, understandings and
      agreements between the Parties pertaining to the subject matter of this
      Agreement and supersedes all prior agreements, understandings,
      negotiations and discussions, oral or written. There are no covenants,
      promises, warranties, representations, conditions, understandings or other
      agreements, oral or written, between the Parties in connection with the
      subject matter of this Agreement except as specifically set forth in this
      Agreement.



ARTICLE 2 
OBLIGATIONS 


	2.1 	
      Obligations of the Corporation

	 	 	 	 
		(a) 	
      General Indemnity – Except in respect of an action
      by or on behalf of the Corporation to procure a judgment in its favour
      against the Indemnified Party, or except as otherwise provided herein, the
      Corporation agrees, to the fullest extent permitted by law, including but
      not limited to the indemnity under the Act and the by-laws of the
      Corporation, to indemnify and hold the Indemnified Party and his/her
      respective heirs, executors, administrators and other legal
      representatives of the Indemnified Party (each of which is included in any
      reference hereinafter made to the Indemnified Party) harmless from and
      against, and will pay to the Indemnified Party, any and all Losses which
      the Indemnified Party may suffer, sustain, incur or be required to pay in
      respect of any Claim.

	 	 	 	 
		(b) 	
      Conditions. The indemnity provided for in Section
      2.1(a) will only be available if the Indemnified Party:

	 	 	 	 
			(i) 	
      acted honestly and in good faith with a view to the best
      interests of the Corporation or as the case may be, to the best interest
      of the other entity for which the Indemnified Party acted as a director or
      officer or in similar capacity at the Corporation’s request;

	 	 	 	 
			(ii) 	
      acted with a reasonable belief that his/her conduct was
      lawful; and

	 	 	 	 
			(iii) 	
      has not been found by a court to have committed any fault
      or omitted to do anything that the Indemnified Party should have done in
      accordance with law,




	 		
      in each case with respect to the Claim relating to such
      indemnity.

	 	 	 
	 	(c) 	
      Taxes – For greater certainty, a Claim subject to
      indemnification pursuant to Article 2 of this Agreement shall include any
      Taxes which the Indemnified Party may be subject to or suffer or incur as
      a result of, in respect of, arising out of or referable to any
      indemnification of the Indemnified Party by the Corporation pursuant to
      this Agreement, provided however that any amount required to be paid with
      respect to such Taxes shall be payable by the Corporation only upon the
      Indemnified Party remitting or being required to remit any amount payable
      on account of such Taxes.

	 	 	 
	 	(d) 	
      Indemnity as of Right – Notwithstanding anything
      in this Agreement, provided the Indemnified Party fulfills the conditions
      in Section 2.1(b), the Corporation shall be required to indemnify the
      Indemnified Party in respect of all Losses incurred by the Indemnified
      Party in respect of any Claim, if after the final disposition of such
      Claim, the Indemnified Party has not been reimbursed for those
    Losses.

	 	 	 
	 	(e) 	
      Derivative Claims – The Corporation shall
      indemnify the Indemnified Party, or advance moneys under Section 2.1(h) to
      the Indemnified Party, in respect of a Claim by or
on behalf of the Corporation or other entity to obtain a
      judgment in the Corporation’s favour to which the Indemnified Party is
      made a party because of the Indemnified Party’s association with the
      Corporation or other entity or where the Indemnified Party is requested to
      participate for purposes of an investigation or as an expert witness. The
      Corporation will advance or reimburse, as applicable, all reasonable
      Losses incurred by the Indemnified Party in connection with such
      participation as provided in this Section 2.1(e). The Corporation may pay
      to the Indemnified Party, if applicable, a reasonable per diem amount for time spent in the investigation or as an expert witness for
the Corporation or related entity as provided in Section 2.1(j).








	 	(f) 	
      Incidental Expenses – The Corporation shall pay or
      reimburse the Indemnified Party for the Indemnified Party’s reasonable and
      necessary travel, lodging or accommodation costs, charges or expenses paid
      or incurred by or on behalf of the Indemnified Party in connection with a
      Claim.

	 	 	 
	 	(g) 	
      Specific Indemnity for Statutory Obligations –
      Without limiting the generality of the preceding Sections 2.1(a) through
      (f) of this Agreement, the Corporation agrees, to the fullest extent
      permitted by law, to indemnify and save the Indemnified Party harmless
      from and against any and all Losses arising by operation of statute and
      incurred by or imposed upon the Indemnified Party in relation to the
      affairs of the Corporation in the Indemnified Party’s capacity as a
      director or officer thereof, including but not limited to all statutory
      obligations to creditors, employees, suppliers, contractors,
      subcontractors, and any government or any agency or division of any
      government, whether federal, provincial, state, regional or municipal, or
      which in any way involve the business or affairs of the Corporation or the
      other entity for which the Indemnified Party acted as a director and/or
      officer or in similar capacity at the Corporation’s request, provided that
      the indemnity provided for in this Section 2.1(g) will only be available
      if the Indemnified Party fulfils the conditions in Section 2.1(b)
      above.

	 	 	 
	 	(h) 	
      Partial Indemnification – If the Indemnified Party
      is determined by a court of competent jurisdiction to be entitled under
      any provision of this Agreement to indemnification by the Corporation for
      some or a portion of the Losses incurred in respect of any Claim but not
      for the total amount thereof, the Corporation shall nevertheless indemnify
      the Indemnified Party for the portion thereof to which the Indemnified
      Party is determined by a court of competent jurisdiction to be so
      entitled.

	 	 	 
	 	(i) 	
      Advance of Expenses – The Corporation shall, at
      the request of the Indemnified Party, promptly (a) reimburse the
      Indemnified Party for all Losses incurred by the Indemnified Party in
      relation to a Claim claimed by the Indemnified Party to be subject to
      indemnification hereunder, and (b) pay reasonable and customary advance
      payments and costs and expenses to service providers of the Indemnified
      Party prior to any settlement or resolution to enable the Indemnified
      Party to properly investigate, defend or appeal such Claim where the cost
      of the services being so provided is claimed by the Indemnified Party to
      be subject to indemnification hereunder. In the event it is ultimately
      determined by a court of competent jurisdiction that the Indemnified Party
      did not fulfil the conditions set out in Section 2.1(b) above, or that the
      Indemnified Party was not entitled to be fully so indemnified, such
      advance, or the appropriate portion thereof shall, upon written notice of
      such determination being given by the Corporation to the Indemnified Party
      detailing the basis for such determination, be repayable on demand and
      shall bear interest from the date of such notice at the prime rate
      prescribed from time to time by the Royal Bank of Canada. If and to the
      extent the Indemnified Party makes any such repayment to the Corporation,
      the obligation of the Corporation to indemnify the Indemnified Party will
      continue in accordance with the terms of this
Agreement.









	 	(j) 	
      Per Diem Charge – In addition to any other amount
      payable to the Indemnified Party under this Agreement, the Indemnified
      Party shall be entitled to receive from the Corporation a per diem payment
      (the “Per Diem Charge”) for time spent with respect to any Claim
      for which the Indemnified Party is otherwise entitled to indemnification
      pursuant to any one of the foregoing provisions of this Section 2.1. For
      directors, the per diem shall be an amount equal to $350 per hour. For
      directors who are also officers of the Corporation, the Per Diem Charge
      shall be zero if the Indemnified Party is still employed on a full time
      basis by the Corporation at the time the Per Diem Charge is payable or has
      been terminated for cause by the Corporation, and the Per Diem Charge
      shall be in an amount equal to $350 per hour if the Indemnified Party is
      not employed on a full time basis by the Corporation at the time the Per
      Diem Charge is payable other than as a result of termination for
    cause.

	 	 	 
	 	(k) 	
      Notice of Proceedings - The Indemnified Party
      shall give notice in writing to the Corporation as soon as practicable
      upon being served with any statement of claim, writ, notice of motion,
      indictment, subpoena, investigation order or other document commencing,
      threatening or continuing any Claim which may result in a claim for
      indemnification under this Agreement, and the Corporation agrees to give
      the Indemnified Party notice in writing as soon as practicable upon it
      being served with any statement of claim, writ, notice of motion,
      indictment, subpoena, investigation order or other document commencing or
      continuing any Claim. Such notice shall include a description of the Claim
      or threatened Claim, a summary of the facts giving rise to the Claim or
      threatened Claim and, if possible, an estimate of any potential liability
      arising under the Claim or threatened Claim. Failure by either party to so
      notify the other of any Claim shall not relieve the Corporation from
      liability under this Agreement except to the extent that the failure
      materially prejudices the Indemnified Party or the Corporation, as the
      case may be.



2.2       
Subrogation 

Promptly after receiving written notice from the Indemnified
Party of any Claim or threatened Claim (other than a Claim by or on behalf of
the Corporation to procure a judgment in its favour against the Indemnified
Party), the Corporation may, and upon the written request of the Indemnified
Party shall, by notice in writing to the Indemnified Party, in a timely manner
assume conduct of the defence thereof and retain counsel on behalf of the
Indemnified Party who is satisfactory to the Indemnified Party acting
reasonably, to represent the Indemnified Party in respect of the Claim. On
delivery of such notice by the Corporation, other than pursuant to Section 2.3,
the Corporation shall not be liable to the Indemnified Party under this
Agreement for any fees and disbursements of counsel the Indemnified Party may
subsequently incur with respect to the same matter. In the event the Corporation
assumes conduct of the defence on behalf of the Indemnified Party, the
Indemnified Party hereby consents to the conduct thereof and of any action taken
by the Corporation, in good faith, in connection therewith, and the Indemnified
Party shall fully cooperate in such defence including, without limitation, the
provision of documents, attending examinations for discovery, making affidavits,
meeting with counsel, testifying and divulging to the Corporation all
information reasonably required to defend or prosecute the Claim. 

2.3       
Separate Counsel 

In connection with any Claim or other matter for which the
Indemnified Party may be entitled to indemnity under this Agreement, the
Indemnified Party shall have the right to employ separate counsel and
consultants of the Indemnified Party's choosing and to participate in and
approve any settlement by the Corporation of any Claim involving or affecting in
any manner whatsoever the Indemnified Party, and accordingly, all fees, expenses
and disbursements of such counsel and consultants shall be at the Corporation’s
expense and shall be paid within fifteen days of invoices being submitted to the
Corporation. Unless a court of competent jurisdiction otherwise
has held or decided that the Indemnified Party is not entitled to be fully or
partially indemnified under this Agreement, the determination of any Claim by
judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create any presumption
for the purposes of this Agreement that the Indemnified Party is not entitled to
indemnity under this Agreement. 




2.4       
Settlement of a Claim 

For greater certainty, no admission of liability and no
settlement of any Claim in a manner adverse to the Indemnified Party shall be
made without the consent of the Indemnified Party, acting reasonably. No
admission of liability shall be made by the Indemnified Party without the
consent of the Corporation and the Corporation shall not be liable for any
settlement of any Claim made without its consent, acting reasonably. 

2.5       
Other Rights and Remedies Unaffected 

The indemnification and payment provided in this Agreement
shall not derogate from or exclude any other rights to which the Indemnified
Party may be entitled under any provision of the Act or otherwise at law, the
articles or by-laws of the Corporation, any applicable policy of insurance,
guarantee or third-party indemnity, any vote of shareholders of the Corporation,
or otherwise, both as to matters arising out of the Indemnified Party’s capacity
as a director or officer of the Corporation or as to matters arising out of any
other capacity in which the Indemnified Party may act for or on behalf of the
Corporation. 

2.6       
Exceptions 

Any other provision herein to the contrary notwithstanding, the
Corporation shall not be obligated pursuant to the terms of this Agreement:

	 	(a) 	
      Claims Initiated by the Indemnified Party -- To
      indemnify or advance expenses to the Indemnified Party with respect to any
      proceeding or Claim initiated or brought voluntarily by the Indemnified
      Party and not by way of defence, except with respect to proceedings
      brought to establish or enforce a right to indemnification under this
      Agreement or any other statute or otherwise but such indemnification or
      advancement of expenses may be provided by the Corporation in specific
      cases if the Corporation’s board of directors has approved the initiation
      or bringing of such suit;

	 	 	 
	 	(b) 	
      Frivolous Proceedings -- To indemnify the
      Indemnified Party for any expenses incurred by the Indemnified Party with
      respect to any proceeding instituted by the Indemnified Party to enforce
      or interpret this Agreement, if a court of competent jurisdiction
      determines that each of the material assertions made by the Indemnified
      Party in such proceedings were frivolous;

	 	 	 
	 	(c) 	
      Insured Claims -- To make any payment in
      connection with any Claim made against the Indemnified Party to the extent
      the Indemnified Party has otherwise received payment (under any insurance
      policy, the articles or by-laws of the Corporation, contract or otherwise)
      of the amounts otherwise indemnifiable hereunder. If the Corporation makes
      any indemnification payment to the Indemnified Party in connection with
      any particular expense indemnified hereunder and the Indemnified Party has
      already received or thereafter receives, and is entitled to retain,
      duplicate payments in reimbursement of the same particular expense, then
      the Indemnified Party shall reimburse the Corporation in an amount equal
      to the lesser of (i) the amount of such duplicate payment and (ii) the
      full amount of such indemnification payment made by the
  Corporation;

	 	 	 
	 	(d) 	
      Claims Under Section 16(b) -- To indemnify the
      Indemnified Party for expenses and the payment of profits arising from the
      purchase and sale by the Indemnified Party of securities in violation of, to the extent applicable,
      Section 16(b) of the Securities Exchange Act of 1934, as amended, or any
  similar successor statute;








	 	(e) 	
      Unlawful Claims -- To indemnify the Indemnified
      Party in any manner which a court of competent jurisdiction has finally
      determined to be unlawful; or

	 	 	 
	 	(f) 	
      Breach of Employment Agreement -- To indemnify the
      Indemnified Party for any breach by the Indemnified Party of any
      employment agreement between the Indemnified Party and the Corporation or
      any of its subsidiaries.



ARTICLE 3 
INSURANCE 


3.1       
The Policy 

The Corporation will purchase and maintain, or cause to be
purchased and maintained, while the Indemnified Party remains a director or
officer of the Corporation or of another entity at the Corporation’s request,
and in accordance with Section 3.5, for a period of three years after the
Indemnified Party ceases to be a director or officer of the Corporation (as long
as commercially reasonable), a Policy for the benefit of the Indemnified Party
containing such customary terms and conditions and in such amounts as are
available to the Corporation on reasonable commercial terms, having regard to
the nature and size of the business and operations of the Corporation and its
subsidiaries from time to time. 

3.2       
Variation of Policy 

So long as the Indemnified Party is a director or officer of
the Corporation or of another entity at the Corporation’s request, and, in
accordance with Section 3.5, for a period of three years thereafter (as long as
commercially reasonable), the Corporation shall not seek to amend or discontinue
the Policy or allow the Policy to lapse. 

3.3       
Run-Off Coverage 

In the event the Policy is discontinued for any reason, the
Corporation shall purchase, maintain and administer, or cause to be purchased,
maintained and administered for a period of 6 years after such discontinuance,
insurance for the benefit of the Indemnified Party (the “Run-Off
Coverage”), on such terms as the Corporation then maintains in existence for
its directors and officers, to the extent permitted by law and provided such
Run-Off Coverage is available on commercially acceptable terms and premiums (as
determined by the Corporation’s board of directors acting reasonably). The
Run-Off Coverage shall provide coverage only in respect of events occurring
prior to the discontinuance of the Policy.

3.4       
Exclusion of Indemnity 

Notwithstanding any other provision in this Agreement to the
contrary, the Corporation shall not be obligated to indemnify the Indemnified
Party under this Agreement for any Losses which have been paid to, by or on
behalf of, the Indemnified Party under the Policy or any other applicable policy
of insurance maintained by the Corporation.

3.5       
Post Office Directors and Officers Insurance 

Following the Indemnified Party ceasing to be a director or
officer of the Corporation or of another entity at the Corporation’s request,
for any reason whatsoever, the Corporation shall continue to purchase and
maintain directors’ and officers’ liability insurance, for the benefit of the
Indemnified Party for a minimum of three years and the Indemnified Party’s
heirs, executors, administrators and other legal representatives, such that the
Indemnified Party’s insurance coverage is, during that time, the same as any
insurance coverage the Corporation purchases and maintains for the benefit of
its then current directors and officers, from time to time. Notwithstanding the
foregoing, if (i) liability insurance coverage for former directors and officers is no longer available or (ii) it
is no longer industry practice among responsible companies to procure liability
insurance for former directors and officers and the cost to the Corporation to
do so would be commercially unreasonable (as determined by the board of
directors acting reasonably), the Corporation shall be relieved of its
obligation to procure liability insurance coverage for former directors and
officers; provided that the Corporation procures such level of insurance
coverage, if any, as is available for former directors and officers at a
commercially reasonable rate and adopts comparable measures to protect its
former directors and officers in the circumstances as are adopted by other
responsible companies. The onus is on the Corporation to establish that the
circumstances described in the previous sentence exist.




3.6       
Deductible under Directors and Officers Insurance 

If for any reason whatsoever, any directors’ and officers’
liability insurer asserts that the Indemnified Party is subject to a deductible
under any existing or future Policy purchased and maintained by the Corporation
for the benefit of the Indemnified Party and the Indemnified Party’s heirs,
executors, administrators and other legal representatives, the Corporation shall
pay the deductible for and on behalf of the Indemnified Party. 

ARTICLE 4 
MISCELLANEOUS 


4.1       
Continuance 

The Corporation shall give to the Indemnified Party
thirty (30) days notice of any application by the Corporation for a
certificate of continuance in any jurisdiction, indicating the jurisdiction in
which it is proposed that the Corporation will be continued and the proposed
date of continuance. Upon receipt of such notice, the Indemnified Party may
require the Corporation to agree to such amendments to this Agreement as the
Indemnified Party, acting reasonably, considers necessary or desirable in order
to provide the Indemnified Party with a comprehensive indemnity under the laws
of the proposed jurisdiction of continuance. 

4.2       
Corporation and Indemnified Party to Cooperate 

The Corporation and the Indemnified Party shall, from time to
time, provide such information and cooperate with the other, as the other may
reasonably request, in respect of all matters under this Agreement. 

4.3       
Effective Time 

This Agreement shall be deemed to have effect as and from the
first date that the Indemnified Party became a director or officer of the
Corporation or a director, officer or similar capacity of another entity at the
request of the Corporation. 

4.4       
Insolvency 

The liability of the Corporation under this Agreement shall not
be affected, discharged, impaired, mitigated or released by reason of the
discharge or release of the Indemnified Party in any bankruptcy, insolvency,
receivership or other similar proceeding of creditors. 

4.5       
Multiple Proceedings 

No action or proceeding brought or instituted under this
Agreement and no recovery pursuant thereto shall be a bar or defence to any
further action or proceeding which may be brought under this Agreement. 





	4.6 	
      Termination

	 	 	 
		(a) 	
      Nothing in this Agreement will prevent the Indemnified
      Party from resigning as a director or officer of the Corporation or a
      director, officer or similar capacity of another entity at the request of
      the Corporation at any time.

	 	 	 
		(b) 	
      The obligations of the Corporation will not terminate or
      be released upon the Indemnified Party resigning or ceasing to act as a
      director or officer of the Corporation or a director, officer or similar
      capacity of another entity at the request of the
  Corporation.



ARTICLE 5 
GENERAL 


5.1       
Term 

This Agreement shall survive until three years after the
Indemnified Party has ceased to act as a director or officer of the Corporation.


5.2       
Deeming Provision 

The Indemnified Party shall be deemed to have acted or be
acting at the specific request of the Corporation upon the Indemnified Party’s
being appointed or elected as a director or officer of the Corporation or a
director, officer or similar capacity of another entity at the request of the
Corporation. 

5.3       
Assignment 

Neither Party may assign this Agreement or any rights or
obligations under this Agreement without the prior written consent of the other
Party. This Agreement shall enure to the benefit of and be binding upon the
Parties and the heirs, executors and administrators and other legal
representatives of the Indemnified Party and the successors and permitted
assigns (including any successor by reason of amalgamation) of the Corporation.


5.4       
Amendments and Waivers

No supplement, modification, amendment or waiver or termination
of this Agreement and, unless otherwise specified, no consent or approval by any
Party, shall be binding unless executed in writing by the Party to be bound
thereby. For greater certainty, the rights of the Indemnified Party under this
Agreement shall not be prejudiced or impaired by permitting or consenting to any
assignment in bankruptcy, receivership, insolvency or any other creditor’s
proceedings of or against the Corporation or by the winding-up or dissolution of
the Corporation. 

5.5       
Notices 

Any notice, consent or approval required or permitted to be
given in connection with this Agreement (in this Section referred to as a
“Notice”) shall be in writing and shall be sufficiently given if
delivered (whether in person, by courier service or other personal method of
delivery), or if transmitted by facsimile or e-mail: 

	 	(a) 	
      in the case of a Notice to the Indemnified Party
    at:



[Address] 
Phone:
____________
E-mail:____________

in the case of a Notice to the
Corporation at: 




Energy Fuels Inc. 
225 Union Blvd.
Suite # 600
Denver, Colorado 80228 

Attention:____________________
E-mail:____________


Any Notice delivered or transmitted to a Party as provided
above shall be deemed to have been given and received on the day it is delivered
or transmitted, provided that it is delivered or transmitted on a Business Day
prior to 5:00 p.m. local time in the place of delivery or receipt. However, if
the Notice is delivered or transmitted after 5:00 p.m. local time or if such day
is not a Business Day then the Notice shall be deemed to have been given and
received on the next Business Day. 

Any Party may, from time to time, change its address for Notice
set out in this Section 5.5 by giving Notice to the other Party in accordance
with the provisions of this Section. 

5.6       
Further Assurances 

The Corporation and the Indemnified Party shall, with
reasonable diligence, do all such further acts, deeds or things and execute and
deliver all such further documents as may be necessary or advisable for
the purpose of assuring and conferring on the Indemnified Party the rights
hereby created or intended, and of giving effect to and carrying out the
intention or facilitating the performance of the terms of this Agreement or to
evidence any loan or advance made pursuant to Section 2.1(i) hereof. 

5.7       
Independent Legal Advice 

The Indemnified Party acknowledges that the Indemnified Party
has been advised to obtain independent legal advice with respect to entering
into this Agreement, that it has obtained such independent legal advice or has
expressly determined not to seek such advice, and that the Indemnified Party is
entering into this Agreement with full knowledge of the contents hereof, of the
Indemnified Party’s own free will and with full capacity and authority to do so.


5.8       
Execution and Delivery 

This Agreement may be executed by the Parties in counterparts
and may be executed and delivered by facsimile or other form of electronic
communication and all such counterparts and facsimiles together shall constitute
one and the same agreement. 

[Signature Page Follows] 




IN WITNESS WHEREOF the Parties have duly executed this
Agreement. 

ENERGY FUELS INC. 

	 	By: 	 
    
	 	 	Name: 
	 	 	Title: 


 

	 	 	 
	Witness to signature of Indemnified Party 	 	[Name of Officer/Director]