Energy Fuels Inc. - Exhibit 4.1 - Filed by newsfilecorp.com






ENERGY FUELS INC. 

and 

CST TRUST COMPANY 

and 

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC 

 

 

FIRST SUPPLEMENTAL INDENTURE 

 

 

Dated as of April 14, 2016 




FIRST SUPPLEMENTAL INDENTURE 

THIS SUPPLEMENTAL WARRANT INDENTURE is dated as of April 14,
2016 

BETWEEN: 


  
    
      
        ENERGY FUELS INC., a corporation existing under the laws
          of Ontario and having its registered office in the City of Toronto, in the
          Province of Ontario 

        (hereinafter called the “Corporation”) 

      

    

  



- and - 


  
    
      
        CST TRUST COMPANY, a trust company continued under the
          laws of Canada and registered to carry on business in the Province of Ontario
        

        (hereinafter called the “Canadian Warrant Agent”)

      

    

  



 - and - 


  
    
      
        AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a
          trust company established under the laws of New York 

        (hereinafter called the “US Warrant Agent”) 

      

    

  



WHEREAS the Corporation and the Canadian Warrant Agent
are parties to a warrant indenture dated as of March 14, 2016 (the “Original
Indenture”) which provides for the issuance of warrants exercisable into
common shares of the Corporation (the “Warrants”) on the terms and
subject to the conditions set forth therein; 

AND WHEREAS the Corporation wishes to appoint American
Stock Transfer & Trust Company, LLC as US Warrant Agent to act as agent for
the Corporation in accordance with the terms and conditions of the Original
Indenture; 

AND WHEREAS American Stock Transfer & Trust Company,
LLC accepts such appointment as US Warrant Agent; 

AND WHEREAS Subsection 10.1(h) of the Original Indenture
provides that the Corporation and the Warrant Agent may enter into a
supplemental indenture modifying any of the provisions of the Original
Indenture, provided that, in the opinion of the Warrant Agent (as such term is
defined in the Original Indenture), such modification in no way prejudices any
of the rights or interests of any of the Warrantholders or of the Warrant
Agent;

NOW THEREFORE THIS SUPPLEMENT INDENTURE WITNESSES that
for good and valuable consideration mutually given and received, the receipt and
sufficiency of which is hereby acknowledged, it is hereby agreed and declared as
follows: 




ARTICLE 1 
AMENDMENTS TO THE ORIGINAL INDENTURE



1.1       
Appointment and Acceptance of US Warrant Agent 

The Corporation hereby appoints the US Warrant Agent as an
additional warrant agent with the Canadian Warrant Agent with respect to the
Warrants. The US Warrant Agent hereby accepts the foregoing appointment, and
agrees to act as an additional warrant agent with the Canadian Warrant Agent for
the Warrants and, as such, agrees to become a party to, and be bound by the
terms and provisions of, the Original Indenture as warrant agent. The US Warrant
Agent and the Canadian Warrant Agent may share the rights, powers, duties and
obligations conferred or imposed upon them by the Original Indenture as hereby
amended.

ARTICLE 2 
INTERPRETATION 


2.1       
Terms Defined in Original Indenture 

Except as defined in this Supplemental Indenture (the “First
Supplemental Indenture”), including in the recitals or description of the
parties herein, unless there is something in the subject matter or context
inconsistent therewith all capitalized terms used in this First Supplemental
Indenture shall have the meanings given to them in the Original Indenture.

2.2       
Supplements to the Original Indenture 

The Original Indenture is hereby supplemented and amended as
follows: 

	(a) 	
      by deleting section 1.1(f) of the Original Indenture in
      its entirety and replacing it with the following:

	 	 
		
      “(f)       
      “Business Day” means a day which is not Saturday or Sunday or a
      statutory holiday in the City of Toronto, Ontario or New York City, New
      York or a day on which the office of the Warrant Agent in the City of
      Toronto, Ontario or New York City, New York is closed;”

	 	 
	(b) 	
      by deleting section 1.1(tt) of the Original Indenture in
      its entirety and replacing it with the following:

	 	 
		
      “(tt)       
      “Warrant Agent” means the Canadian Warrant Agent and the US Warrant
      Agent, or their respective successors hereunder, unless the context
      requires otherwise;”

	 	 
	(c) 	
      by adding the following definitions to section 1.1 of the
      Original Indenture:




	 	“(f.1) 	
      “Canadian Warrant Agent” means CST Trust Company;
      

	 	  	     
		(oo.1) 	
      “Trust Indenture Act” means the United States
      Trust Indenture Act of 1939, as amended; 



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      (oo.2) 
	
      “Trust Indenture Legislation” means, at any time,
      statutory provisions relating to trust indentures and the rights, duties,
      and obligations of trustees under trust indentures to the extent that such
      provisions are at such time in force and applicable to this Indenture;
    

	 	  	  
	 	(rr.1) 	“US Warrant Agent” means
      American Stock Transfer & Trust Company, LLC;”




	(d) 	
      by adding the words “or New York City, New York”
      immediately after the words “Toronto, Ontario” in sections 3.1(b), 3.3(a),
      4.1(a), 13.1(b) of the Original Indenture;

	 	 	 
	(e) 	
      by adding the words “or the United States, as applicable”
      immediately after the words “lawful money of Canada” and replacing the
      words “CST Trust Company” with “the Corporation” in section 4.1(a)(ii) of
      the Original Indenture;

	 	 	 
	(f) 	
      by adding the words “in the case of the Canadian Warrant
      Agent and in the State of New York in the case of the US Warrant Agent”
      immediately after the words “Province of Ontario” in sections 11.7(a) and
      11.20 of the Original Indenture;

	 	 	 
	(g) 	
      by deleting section 13.1(a) of the Original Indenture in
      its entirety and replacing it with the following:

	 	 	 
		(a) 	
      Unless herein otherwise expressly provided, any notice to
      be given hereunder to the Corporation and to the Warrant Agent shall be in
      writing and may be given by mail, or by facsimile (with original copy to
      follow by mail) or by personal delivery and shall be addressed as
      follows:



if to the Canadian Warrant Agent: 

CST Trust Company 
Client Services

320 Bay Street 
3rd Floor
Toronto, Ontario M5H 4A6

Facsimile: 1 (877) 715-0494 


if to the US Warrant Agent: 

American Stock & Transfer Company,
LLC 
6201 15th Avenue 
Brooklyn, New York 11219 


if to the Corporation: 

Energy Fuels Inc. 
80 Richmond St.
West, 18th Floor 
Toronto, Ontario M5H 2A4 
Attention: Chief
Financial Officer 
Facsimile: (416) 214-2810 


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and shall be deemed to have been
received, if delivered or sent by courier, on the date of delivery or, if
mailed, on the fifth (5th) Business Day following the date of the
postmark on such notice. Any delivery made or sent by facsimile on a day other
than a Business Day, or after 5:00 p.m. (Toronto time) on a Business Day, shall
be deemed to be received on the next following Business Day. 

	(h) 	
      by adding the following as a new section 13.8 of the
      Original Indenture

	 	 
		
      “13.8 Joint Warrant Agents

	 	 
		
      The rights, powers, duties and obligations conferred and
      imposed upon the Warrant Agent are conferred and imposed upon and shall be
      exercised and performed by the Canadian Warrant Agent and the US Warrant
      Agent individually, except to the extent the Canadian Warrant Agent and
      the US Warrant Agent are required under the Trust Indenture Act and Trust
      Indenture Legislation to perform such acts jointly, and neither the
      Canadian Warrant Agent nor the US Warrant Agent shall be liable or
      responsible for the acts or omissions of the other warrant agent. Unless
      the context implies or requires otherwise, any written notice, request,
      direction, certificate, instruction, opinion or other document (each such
      document, a “Writing”) delivered pursuant to any provision of this
      Indenture to any of the Canadian Warrant Agent or the US Warrant Agent
      shall be deemed for all purposes of this Indenture as delivery of such
      Writing to the Warrant Agent. Each such warrant agent in receipt of such
      Writing shall notify such other warrant agent of its receipt of such
      Writing within two Business Days of such receipt provided, however, that
      any failure of such warrant agent in receipt of such Writing to so notify
      such other warrant agent shall not be deemed as a deficiency in the
      delivery of such Writing to the Warrant Agent.”

	 	 
	(i) 	
      by adding the words “or the United States, as applicable”
      immediately after the words “lawful money of Canada” and deleting the
      words “at par” in Schedule “A” and Schedule “B” of the Original
      Indenture;



2.3       
Indenture Continues to Remain in Effect 

This First Supplemental Indenture is supplemental to the
Original Indenture, and the Original Indenture and this First Supplemental
Indenture shall hereafter be read together and shall have effect, so far as
practicable, with respect to the Warrants as if all the provisions of the
Original Indenture and this First Supplemental Indenture were contained in one
instrument. The Original Indenture is and shall remain in full force and effect
with regards to all matters governing the Warrants, except as the Original
Indenture is amended, superseded, modified or supplemented by this First
Supplemental Indenture. Any references in the text of this First Supplemental
Indenture to section numbers, article numbers, “hereto”, “herein”, “hereby”,
“hereof” and similar expressions refer to this First Supplemental Indenture
unless otherwise qualified. 

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ARTICLE 3 
ADDITIONAL MATTERS 


3.1       
Counterparts and Formal Date 

This First Supplemental Indenture may be executed in several
counterparts, each of which when so executed shall be deemed to be an original
and such counterparts together shall constitute one and the same instrument and
notwithstanding their date of execution shall be deemed to be dated as of the
date hereof. 

3.2       
Further Assurances 

The parties shall, with reasonable diligence, do all such
things and provide all such reasonable assurances as may be required to
consummate the transactions contemplated by this First Supplemental Indenture,
and each party shall provide such further documents or instruments required by
the other party as may be reasonably necessary or desirable to effect the
purpose of this First Supplemental Indenture and carry out its provisions. 

3.3       
Governing Law 

This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein and shall be treated in all respects as
Ontario contracts.

[Intentionally Left Blank]

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IN WITNESS WHEREOF the Parties hereto have executed this
First Supplemental Indenture as of the date first written above. 

ENERGY FUELS INC. 

 

	 	Per: 	(signed) “David Frydenlund” 
	 	  	David Frydenlund, Senior Vice
      President 
	 	  	General Counsel and Corporate
      Secretary 


CST TRUST COMPANY 

 

	 	Per: 	(signed) “Christopher de Lima” 
	 	  	Christopher de Lima, Authorized
      Signatory 
	 	  	 
	 	  	 
	 	Per: 	(signed) “Toni Taccogna” 
	 	  	Toni Taccogna, Authorized
      Signatory 


AMERICAN STOCK TRANSFER & TRUST
COMPANY, LLC 

 

	 	Per: 	(signed) “John Buonomo” 
	 	  	John Buonomo, Authorized
      Signatory 
	 	  	 
	 	  	 
	 	Per: 	(signed) “Paula Caroppoli” 
	 	  	Paula Caroppoli, Authorized
      Signatory 


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