---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

INTRODUCTION

This Managements Discussion and Analysis (MD&A)
of Energy Fuels Inc. and its subsidiary companies (collectively, Energy
Fuels or the Company) provides a detailed analysis of the
Companys business and compares its financial results with those of the previous
year. This MD&A is dated as of March 18, 2015 and should be read in
conjunction with the Companys audited consolidated financial statements and
related notes for the year ended December 31, 2014. In November 2013, the
Company announced a change in its fiscal year end from September 30 to December
31. As a result of this change, the Companys annual 2014 results include
consolidated financial statements for the 12-month period ended December 31,
2014 (FY-2014), with comparative figures for the 15-month period ended
December 31, 2013 (FY-2013) and, accordingly, the results shown are not
fully comparable. The reason for this change was to better align the Companys
year-end with the year-ends of its major uranium customers, certain material
subsidiaries and industry peers.

Effective November 5, 2013, the Company completed a
consolidation of its common shares on the basis of 50 pre-consolidation common
shares for each post-consolidation common share. All share and per share amounts
in this MD&A are shown on a post consolidation basis.

This MD&A was written to comply with the requirements of
National Instrument 51-102  Continuous Disclosure Obligations. All financial
information in this discussion and analysis is presented in United States
dollars, unless otherwise stated.

Other continuous disclosure documents, including the Companys
press releases, quarterly and annual reports, technical reports, Annual
Information Form (AIF) and its Annual Report on Form 40-F are available
through its filings with the securities regulatory authorities in Canada at
www.sedar.com (SEDAR) and in the United States at
www.sec.gov/edgar.shtml (EDGAR), and on the Companys
website at www.energyfuels.com.

In this discussion, the terms Company, we, us, and our
refer to Energy Fuels and, as applicable, the Companys wholly-owned
subsidiaries: Energy Fuels Holdings Corp. (previously known as Denison Mines
Holdings Corp.) (EFHC), Magnum Uranium Corp. (Magnum), Titan
Uranium Inc. (Titan), Strathmore Minerals Corp. (Strathmore),
and their respective subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

This MD&A contains forward looking information and forward
looking statements within the meaning of applicable Canadian and United States
securities laws. Those statements appear in a number of places in this MD&A
and include, but are not limited to, statements and information regarding the
Companys current intent, belief or expectations primarily with respect to: the
Companys business objectives and plans; exploration and development plans and
expenditures; estimation of mineral resources and reserves; mineral grades;
Energy Fuels expectations regarding additions to its mineral reserves and
resources through acquisitions and development; success of the Company's
permitting efforts, including receipt of regulatory approvals, permits and
licenses and treatment under governmental regulatory regimes and the expected
timeframes for receipt of such approvals, permits, licenses and treatments;
possible impacts of regulatory actions; capital expenditures; expansion plans;
success of the Company's mining and/or milling operations; availability of
equipment and supplies; availability of alternate feed materials for processing;
the Companys processing technologies; future production costs, including costs
of labor, energy, materials and supplies; future effective tax rates; future
benefits costs; future royalties payable; the outcome and possible impacts of
disputes and legal proceedings in which the Company is involved; the timing and
amount of estimated future production, including Energy Fuels expectations
regarding expected price levels required to support production and the Companys
ability to increase production as market conditions warrant; sales volumes and
future uranium and vanadium prices and treatment charges; the Companys
expectations with regard to obtaining term sales contracts; future trends in the
Companys industry; global economic growth and industrial demand; global growth
in and/or attitudes towards nuclear energy; changes in global uranium and
vanadium and concentrate inventories; expected market fundamentals, including
the supply and demand for uranium and vanadium; the Companys and industrys
expectations relating to future prices of uranium and vanadium; currency
exchange rates; environmental risks; reclamation costs, including unanticipated
reclamation expenses; collateral requirements for surety bonds; title disputes
or claims; the adequacy of insurance coverage; and legal proceedings and the
potential outcomes therefrom.

In certain cases, forward looking statements can be identified
by the use of words such as plans, expects or does not expect, is
expected, is likely, budget, scheduled, estimates, forecasts,
intends, anticipates or does not anticipate, continue, or believes,
and similar expressions, or variations of such words and phrases or statements
that certain actions, events or results may, could, would, might or
will be taken, occur or be achieved.

- 1 -

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|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Forward-looking statements are based on the opinions and
estimates of management as of the date such statements are made. Energy Fuels
believes that the expectations reflected in this forward-looking information are
reasonable but no assurance can be given that these expectations will prove to
be correct, and such forward-looking information included in this MD&A
should not be unduly relied upon. This information speaks only as of the date of
this MD&A.

Readers are cautioned that it would be unreasonable to rely on
any such forward looking statements and information as creating any legal
rights, and that the statements and information are not guarantees and may
involve known and unknown risks and uncertainties, and that actual results are
likely to differ (and may differ materially) and objectives and strategies may
differ or change from those expressed or implied in the forward looking
statements or information as a result of various factors. Such risks and
uncertainties include risks generally encountered in the development and
operation of mineral properties and processing facilities such as: risks
associated with mineral and resource estimates, including the risk of errors in
assumptions or methodologies; risks associated with estimating production,
forecasting future price levels necessary to support production, and the
Companys ability to increase production in response to any increases in
commodity prices; uncertainties and liabilities inherent in mining operations;
geological, technical and processing problems, including unanticipated
metallurgical difficulties, ground control problems, process upsets and
equipment malfunctions; risks associated with labour disturbances and
unavailability of skilled labour; risks associated with the availability and/or
fluctuations in the costs of raw materials and consumables used in the Company's
production processes; risks associated with environmental compliance and
permitting, including those created by changes in environmental legislation and
regulation and delays in obtaining permits and licenses that could impact
expected production levels or increases in expected production levels; actions
taken by regulatory authorities with respect to mining and processing
activities; risks associated with the Companys dependence on third parties in
the provision of transportation and other critical services; title risks; risks
associated with the ability of the Company to extend or renew mineral leases on
favorable terms or at all; risks associated with the ability of the company to
negotiate access rights on certain properties on favorable terms or at all; the
adequacy of insurance coverage; uncertainty as to reclamation and
decommissioning liabilities; the ability of the Companys bonding companies to
require increases in the collateral required to secure reclamation obligations;
the potential for, and outcome of, litigation and other legal proceedings,
including potential injunctions pending the outcome of such litigation and
proceedings; the ability of Energy Fuels to meet its obligations to its
creditors; risks associated with the Companys relationships with its business
and joint venture partners; failure to obtain industry partner, government and
other third party consents and approvals, when required; competition for, among
other things, capital, acquisitions of mineral reserves, undeveloped lands and
skilled personnel; failure to complete proposed acquisitions and incorrect
assessments of the value of acquisitions; risks posed by fluctuations in
exchange rates and interest rates, as well as general economic conditions; risks
inherent in the Companys and industrys forecasts or predictions of future
uranium and vanadium price levels; fluctuations in the market prices of uranium
and vanadium, which are cyclical and subject to substantial price fluctuations;
failure to obtain suitable term contracts for the sale of uranium; the risks
associated with asset impairment as a result of decreases in uranium prices;
risks associated with lack of access to markets and the ability to access
capital; the market price of Energy Fuels securities; public resistance to
nuclear energy or uranium mining; uranium industry competition and international
trade restrictions; risks relating to the timing and ability to consummate the
Companys pending acquisition of Uranerz Energy Corporation; and the other
factors discussed under Risk Factors in this MD&A and in the Companys
Annual Information Form dated March 18, 2015 available at
http://www.sedar.com, and in its Annual Report on Form 40-F available at
http://www.sec.gov/edgar.shtml.

Actual results and developments are likely to differ, and may
differ materially, from those expressed or implied by the forward looking
statements contained in this MD&A.

Such statements are based on a number of assumptions which may
prove to be incorrect, including, but not limited to, the following assumptions:
that there is no material deterioration in general business and economic
conditions; that there is no unanticipated fluctuation of interest rates and
foreign exchange rates; that the supply and demand for, deliveries of, and the
level and volatility of prices of uranium, vanadium and the Companys other
primary metals and minerals develop as expected; that uranium and vanadium
prices required to reach, sustain or increase expected or forecasted production
levels are realized as expected; that the Company is able to enter into suitable
term contracts for the sale of uranium; that the Company receives regulatory and
governmental approvals for the Companys development projects and other
operations on a timely basis; that the Company is able to operate its mineral
properties and processing facilities as expected; that existing licenses and
permits are renewed as required; that existing mineral leases are maintained and
renewed or extended as required; that access to properties is obtained and
maintained as required; that the Company is able to obtain financing for the
Companys development projects on reasonable terms; that the Company is able to
procure mining equipment and operating supplies in sufficient quantities and on
a timely basis; that engineering and construction timetables and capital costs
for the Companys development and expansion projects and restarting projects on
standby, are not incorrectly estimated or affected by unforeseen circumstances;
that costs of closure of various operations are accurately estimated; that there
are no unanticipated changes in collateral requirements for surety bonds; that
there are no unanticipated changes to market competition; that the Companys
reserve and resource estimates are within reasonable bounds of accuracy
(including with respect to size, grade and recoverability) and that the
geological, operational and price assumptions on which these are based are
reasonable; that environmental and other administrative and legal proceedings or
disputes are satisfactorily resolved; and that the Company maintains ongoing
relations with its employees and with its business and joint venture partners.

- 2 -

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|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

All written and oral forward looking statements or information
attributable to the Company or persons acting on the Companys behalf are
expressly qualified in their entirety by the foregoing cautionary statements.

Forward looking statements speak only as of the date the
statements are made. You should not put undue reliance on any forward looking
statements.

The Company cautions that the foregoing list of assumptions,
risks and uncertainties is not exhaustive. Additional information on these and
other factors which could affect operations or financial results are included
under the headingRisk Factorsin this MD&A and in
the Companys Annual Information Form dated March 18, 2015 available athttp://www.sedar.com, and in its Annual Report on Form 40-F
available athttp://www.sec.gov/edgar.shtml. The
forward-looking statements and forward-looking information contained in this
MD&A and the documents incorporated by reference herein are expressly
qualified by this cautionary statement. The Company does not undertake any
obligation to publicly update or revise any forward looking statements to
reflect actual results, changes in assumptions or changes in other factors
affecting any forward looking statements or information except as expressly
required by applicable securities laws. If the Company does update one or more
forward looking statements, no inference should be drawn that the Company will
make additional updates with respect to those or other forward looking
statements.

Statements relating to "mineral reserves" or "mineral
resources" are deemed to be forward-looking information, as they involve the
implied assessment, based on certain estimates and assumptions, that the mineral
reserves and mineral resources described can be profitably produced in the
future.

Cautionary Note to United States Investors Concerning
Estimates of Measured, Indicated and Inferred Resources:This MD&A has
been prepared in accordance with the requirements of Canadian securities laws,
which differ from the requirements of United States securities laws. Unless
otherwise indicated, all reserve and resource estimates included in this
MD&A have been prepared in accordance with Canadian National Instrument
43-101 - Standards of Disclosure for Mineral Projects (NI
43-101) and the Canadian Institute of Mining, Metallurgy and Petroleum
classification system. NI 43-101 is a rule developed by the Canadian Securities
Administrators (the CSA) which establishes standards for all public
disclosure an issuer makes of scientific and technical information concerning
mineral projects.

Canadian standards, including NI 43-101, differ significantly
from the requirements of the United States Securities and Exchange Commission
(the SEC), and reserve and resource information contained in this
MD&A, and in the documents incorporated by reference herein, may not be
comparable to similar information disclosed by companies reporting under United
States standards. In particular, and without limiting the generality of the
foregoing, the term resource does not equate to the term reserve under SEC
Industry Guide 7. Under United States standards, mineralization may not be
classified as a reserve unless the determination has been made that the
mineralization could be economically and legally produced or extracted at the
time the reserve determination is made.

The SECs disclosure standards under Industry Guide 7 normally
do not permit the inclusion of information concerning measured mineral
resources, indicated mineral resources or inferred mineral resources or
other descriptions of the amount of mineralization in mineral deposits that do
not constitute reserves by United States standards in documents filed with the
SEC. United States investors should also understand that inferred mineral
resources have a great amount of uncertainty as to their existence and as to
their economic and legal feasibility. It cannot be assumed that all or any part
of an inferred mineral resource will ever be upgraded to a higher category.
Under Canadian rules, estimated inferred mineral resources may not form the
basis of feasibility or prefeasibility studies. United States investors are
cautioned not to assume that all or any part of measured or indicated mineral
resources will ever be converted into mineral reserves. Investors are cautioned
not to assume that all or any part of an inferred mineral resource exists or
is economically or legally mineable.

- 3 -

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|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Disclosure of contained pounds in a resource estimate is
permitted disclosure under Canadian regulations; however, the SEC normally only
permits issuers to report mineralization that does not constitute reserves by
SEC standards as in place tonnage and grade without reference to unit measures.
The requirements of NI 43-101 for identification of reserves are also not the
same as those of the SEC, and reserves reported by the Company in compliance
with NI 43-101 may not qualify as reserves under SEC standards. Accordingly,
information concerning mineral deposits set forth herein may not be comparable
to information made public by companies that report in accordance with United
States standards.

2014 HIGHLIGHTS

Acquisitions and Investments

| |  | On July 2, 2014, Energy Fuels announced the creation of a
      joint venture to facilitate the future development or sale of the Copper
      King copper/gold project in Wyoming. The Company contributed the Copper
      King Project to CK Mining Corp. (CK Mining), a newly formed
      private company, in consideration of cash of $1.50 million and newly
      issued common stock of CK Mining, representing 50% of its issued and
      outstanding shares after giving effect to such issuance. A private
      investor group with experience in developing gold projects and building
      mining companies holds the other 50% of CK Mining.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operations

| |  | Energy Fuels FY-2014uranium production totaled
      942,632 pounds uranium oxide
      (U3O8) at the White
      Mesa Mill, of which 551,699 pounds was from conventional ore and 390,933
      was from alternate feed materials and other processing of which 84,681
      pounds were for the account of a third party. Energy Fuels produced no
      vanadium during FY-2014.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                        
| |  | Total revenue for FY-2014 was $46.25 million. Uranium
      sales during FY-2014 were 800,000 pounds U3O8totaling $45.75 million, all of which was sold pursuant to term
      contracts at an average price of $57.19 per pound. There were no vanadium
      sales during FY-2014.                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                        
| |  | Energy Fuels has a working capital position of $38.60
      million, including $10.41 million of cash and $28.36 million in
      concentrates and work-in-process inventories. At the end of FY-2014, the
      Company had 808,210 pounds of U3O8finished goods
      inventory and 102,355 pounds of U3O8in-process of
      completion.                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                        
| |  | During FY-2014, the Company continued to produce uranium
      ore at its Pinenut mine in Arizona. The Company currently expects the
      economic resource to be depleted at the Pinenut mine during Q2-2015. In
      February 2014, the Company completed uranium production at its Arizona 1
      mine in Arizona, and the mine is currently on standby status.                  

Capital Raising

| |  | On March 28, 2014, the Company announced that
      it had filed a preliminary base shelf prospectus with the securities
      commissions in each of the provinces and territories of Canada, except
      Quebec, for an aggregate offering of up to US$100.0 million. The final
      prospectus was receipted on April 9, 2014 and the corresponding
      registration statement on Form F-10 went effective on April 10, 2014.
      Under the prospectus, the Company may issue common shares, warrants,
      subscription receipts, preferred shares, debt securities, or any
      combination of such securities as units, in amounts, at prices, and on
      terms to be determined based on market conditions at the time of sale, and
      as set forth in an accompanying prospectus supplement, during the 25-month
      period that the final short form base shelf prospectus remains effective.
      The Company has not issued any securities under this prospectus to date.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other

| |  | On March 3, 2014, the Company completed the
      replacement of its $28.17 million regulatory bonding portfolio, utilizing
      two different qualified sureties. As a result of the bond replacement
      program, the Company released $12.34 million of previously restricted
      cash, which was required by the underwriter. Prior bonding arrangements,
      covering all of the Companys mines and mills, required Company to post
      100% cash collateral to back the currently outstanding $26.72 million
      undiscounted decommissioning liability.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 4 -

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|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

| |  | On March 28, 2014, the Company filed on SEDAR an updated
      mineral resource estimate on its La Project, titled Technical Report on
      La Sal District Project (including the Pandora, Beaver, and Queen
      Projects), San Juan County, Utah, U.S.A., increasing the Companys
      measured and indicated uranium and vanadium resources by about 2.7 million
      and 15.5 million pounds, respectively, and an updated mineral resource
      estimate and preliminary economic assessment on its Juniper Ridge Project,
      titled Juniper Ridge Uranium Project, Carbon County, Wyoming, U.S.A.,
      increasing the Companys indicated resources by nearly 1 million pounds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | On August 20, 2014, the Company announced the completion
      of a sale of certain non-core uranium to Piñon Ridge Mining, LLC, a
      company owned by a private investor group led by Baobab Management LLC and
      George Glasier, the former President and CEO of Energy Fuels. The
      transaction involved certain mining assets located along the Colorado-Utah
      border including the Sunday Complex, the Willhunt project, the San Rafael
      project, the Sage mine, the Van 4 mine, the Farmer project, the Dunn
      project, and the Yellow Cat project. The Company received cash and other
      consideration totaling $1.5 million, plus another $0.15 million of cash to
      reimburse the Company for certain pre- expenses. The Company also retained
      a 1% production royalty on all of the properties and received additional
      $0.23 million cash from the return of bond collateral. In addition, the
      Company entered into a milling agreement with Piñon Ridge Mining, LLC,
      under which Piñon Ridge Mining, LLC has the right to ore produced from
      those properties at the Companys White Mesa Mill.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | On November 7, 2014, the Company announced the completion
      of the sale of the radioactive materials license for the proposed Piñon
      Ridge mill and related assets (the Piñon Ridge Project) through
      the sale the Companys wholly owned subsidiary, Energy Fuels Resources
      Corporation, to Piñon Ridge Corporation, a company owned by a private
      investor group led by Baobab Asset Management LLC and George Glasier The
      Piñon Ridge Project was the only asset held by Energy Fuels Resources
      Corporation at the time of sale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

2015 HIGHLIGHTS TO DATE

| |  | On January 5, 2015, Energy Fuels announced the execution
      of a definitive agreement (DA) pursuant to which the Company will
      acquire all of the issued and outstanding shares of common stock of
      Uranerz Energy Corporation (Uranerz). Under the terms of the DA,
      shareholders of Uranerz will receive 0.255 common shares of Energy Fuels
      for each share of Uranerz common stock held. See Acquisition of Uranerz.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | On February 6, 2015, the Company announced that it is
      preparing to resume development at its high-grade Canyon mine in Arizona.
      The Company expects to transition mining personnel from the
      currently-producing Pinenut mine to the Canyon mine during Q2-2015, at
      which point the Company expects the economic resources at the Pinenut mine
      to be depleted. According to a 2012 Technical Report, prepared in
      accordance with NI 43-101, the Canyon deposit is estimated to have
      approximately 83,000 tons of Inferred Mineral Resources containing
      approximately 1.63 million pounds of uranium having an average grade of
      0.98% eU3O8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | On February 17, 2015, the Company announced that it had
      acquired a 50% interest in the high-grade Wate uranium deposit (the
      Wate Project) from VANE Minerals (US) LLC (VANE). The
      Wate Project is held in the Wate Mining Company, LLC joint venture
      (LLC). The other 50% of the LLC is held by Uranium One Americas, Inc. As
      consideration for the 50% interest in the LLC, the Company paid VANE $0.25
      million cash at closing, along with a $0.50 million non-interest-bearing
      promissory note, payable in two equal installments of $0.25 million each
      on the 1stand 2ndanniversaries of the note, and a
      2% production royalty on the 50% LLC interest being acquired. The royalty
      can be purchased by Energy Fuels upon payment to VANE of an additional
      $0.75 million. In addition, upon satisfaction of certain permitting
      milestones and other conditions, the amounts due under the note will be
      accelerated, and the Company will pay to VANE an additional $0.25 million
      cash. If Energy Fuels elects not to make the payments under the note, it
      will be required to transfer the LLC interest back to VANE.

- 5 -

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|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

ABOUT ENERGY FUELS

Energy Fuels was incorporated on June 24, 1987 in the province
of Alberta under the name Volcanic Metals Exploration Inc. On September 2, 2005,
the Company was continued under the Business Corporations Act(Ontario),
and on May 26, 2006, Volcanic Metals Exploration Inc. changed its name to Energy
Fuels Inc. Energy Fuels is a reporting issuer in all of the Canadian provinces.
Energy Fuels common shares are listed on the Toronto Stock Exchange (the
TSX) under the symbol EFR and on the NYSE MKT under the symbol
UUUU. In addition, Energy Fuels convertible debentures (the
Debentures) are listed on the TSX under the symbol EFR.DB. Options on
Energy Fuels common shares are traded on The Chicago Board Options Exchange.
The Designated Primary Market Maker for the options is Group One Trading, LP.

Energy Fuels is a U.S.-based intermediate uranium mining and
production company with operations in Utah, Arizona, Colorado, New Mexico and
Wyoming. Energy Fuels wholly owns the White Mesa Mill in Utah (the White
Mesa Mill), the only operating conventional uranium processing facility in
the United States. At the White Mesa Mill, the Company produced uranium (as
U3O8or yellowcake) during FY-2014, and produced
U3O8and vanadium (as V2O5or
blackflake vanadium) in FY-2013. Vanadium is a co-product from some of
the Companys mines on the Colorado Plateau, and the White Mesa Mill has a
vanadium circuit to allow for the recovery of this mineral. The
U3O8is sold to utility companies under existing sales
contracts for use in nuclear power generation as well as sold into the spot
market to a variety of buyers, including utilities, commodities traders and/or
financial institutions. Additionally, the Company may purchase
U3O8for resale to its customers. The V2O5is primarily sold to steel and alloy manufacturers. The White Mesa Mill
produces additional U3O8 through the processing of other
uranium-bearing sources, referred to as alternate feed materials.

Energy Fuels owns or controls a diverse portfolio of
uranium/vanadium properties in various stages of exploration, permitting,
development and production, in close proximity to the Companys White Mesa Mill,
including a producing mine on the Arizona Strip, mines on standby on the
Colorado Plateau, and additional permitting, development and exploration
properties in Utah, Arizona, New Mexico, and Colorado. Energy Fuels also owns
the Sheep Mountain Project in Wyoming, a project in the advanced-stage of
permitting with significant uranium resources, along with other projects in the
exploration and permitting stages in Wyoming.

Energy Fuels has a corporate office in Toronto, Ontario, and
conducts its business and owns its assets in the United States through its US
subsidiaries, which are managed from its office in Lakewood, Colorado.

MARKETING

Energy Fuels utilizes a number of resources to assess uranium
market conditions, including two independent market consultants, Ux Consulting
Company (Ux) and TradeTech (TradeTech). Uranium is a commodity
that trades on the spot and term markets, typically on privately negotiated
transactions between buyers and sellers. Spot uranium transactions typically
involve deliveries that occur immediately and up to 12 months in the future.
Term uranium transactions typically involve deliveries that occur more than 12
months in the future, with long-term transactions involving delivery terms of at
least three years.

According to data from TradeTech, uranium prices during 2014
were generally flat. Spot prices began the year at $34.50 per pound of
U3O8and ended the year at $35.50 per year, reaching a
high of $44.00 per pound for the week of November 14, 2014 and a low of $28.10
per pound for the week of June 20, 2014. Long-term U3O8prices began and ended 2014 at $50.00 per pound, reaching a low price of
$44.00 per pound in June, July and August. The high long-term price for 2014 was
$50.00 per pound. Uranium markets in 2014 were generally weak, which the Company
believes was the result of excess uranium supplies in the market caused by large
quantities of secondary supplies, the availability of low-priced spot material,
the delayed restart of Japanese reactors, insufficient producer cut-backs and
generally weak demand. As of March 13, 2015, the spot price has increased to
$39.10 per pound, and the long term price has remained at $50.00 per pound

The Companys marketing strategy is to seek a base of cash flow
through sales of a portion of its production into term contracts, with
market-related formulas when available, and to gain further exposure to
increasing uranium prices through future spot sales for the remainder of the
Companys production. In addition, the Company has the ability to bring
additional production online in the future in response to increasing prices,
which production can be sold on a spot or term basis. The Companys current
existing term contracts utilize market-related formulas with base, floor and
ceiling prices, some of which are escalated at the rate of inflation. During
2014, the pricing on all three of the Companys term contracts were at their
floors. The Company sold 800,000 pounds of U3O8at a
weighted-average price of $57.19 in 2014. In 2015, the Company expects to sell a
total of 800,000 pounds of U3O8into these same three
contracts at pricing expected to average approximately $57.45 based on current
forecasts of price inflation.

- 6 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

World demand for clean, reliable, and affordable base-load
electricity is growing. As a result of the expected growth of nuclear energy,
the long-term fundamentals of the uranium industry are positive. The Company
believes prices must rise to higher levels to support the new primary production
that will be required to meet the increasing demand we expect to see as more
nuclear units are constructed around the world. Currently, world demand exceeds
primary uranium mine production, with the gap being bridged by secondary
supplies, or uranium stockpiles in various forms that have already been mined.
As these stockpiles are drawn down, more primary mine production is expected to
be required to meet demand over the long-term. The Company believes uranium
prices will need to rise to levels that cover development costs and the costs of
production. Even if prices rise to these levels, it may be difficult for
suppliers to respond in a timely manner, as it typically requires many years to
bring new mines into production. This is expected to put further pressure on
prices to increase.

However in the short- and medium-terms, challenges remain, as
the world is oversupplied with uranium, mainly due to large quantities of
secondary and other inelastic supplies (including enricher underfeeding),
insufficient producer cut-backs, premature reactor shutdowns, delays in new
reactor construction, and decreased demand due to Japanese reactors remaining
offline for longer than expected. In addition, there is a great deal of
uncertainty in uranium prices regarding the timing and level of the expected
recovery, as fundamental, political, technical and other factors could cause
prices to be significantly above or below currently expected ranges. This has
generally resulted in depressed prices, which has resulted in reductions in
production from a number of uranium producers.

Nevertheless, the Company believes market fundamentals are
correcting, which may have begun when spot prices increased during the 2ndhalf of 2014 and are continuing into 2015. The Company believes utilities
have significant uncovered reactor requirements beginning in about 2017, which
will be a new source of fundamental demand expected to increase levels of market
activity in the short- and medium-terms.

Strategy

Energy Fuels intends to continue to strengthen its position as
the leading uranium mining company focused on the United States. The Company
expects to accomplish this through:

| | 1) | Pursuing the completion of the Companys acquisition of
      Uranerz.                                                                                                                                                                                                                                                         
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2) | Continuing the current Mill campaign to process alternate
      feed materials into mid-2015.                                                                                                                                                                                                                                  
| | 3) | Continuing mining at the Pinenut Mine until the economic
      resource is depleted, which is expected to occur in mid-2015. Pinenut ore
      is expected to be shipped to the White Mesa Mill and processed in
    2016.                                                                                                     
| | 4) | Resuming development on the Canyon Mine in the second
      quarter of 2015.                                                                                                                                                                                                                                                   
| | 5) | After mid-2015, continuing activities at the White Mesa
      Mill (except for mineral processing), and maintaining the facility in a
      state of readiness for the purpose of restarting mineral processing
      operations in 2016, or earlier as market conditions and contract delivery
      requirements may warrant.
| | 6) | Maintaining standby mines in a state of readiness for
      the purpose of restarting ore production as market conditions may
      warrant.                                                                                                                                                                                 
| | 7) | Continuing ongoing business development activities,
      including permitting and development of existing projects.                                                                                                                                                                                                           
| | 8) | Evaluating the potential to further acquire uranium
      properties in the United States.                                                                                                                                                                                                                                     

In response to current market uncertainty, the Company expects
to continue cash conservation efforts until additional sustained improvement in
uranium market conditions is observed. In addition, the Company is continuing to
manage its operations and assets conservatively, maintaining its substantial
uranium resource base, and scheduling uranium production at the White Mesa Mill
as market conditions warrant.

Production and Operations

The White Mesa Mill has historically operated on a campaign
basis, whereby mineral processing occurs as mill feed, contract requirements,
and market conditions warrant.

The Company expects the current mineral processing campaign at
the White Mesa Mill to conclude in the first half of 2015, resulting in the
production of approximately 200,000 pounds of finished goods. Once the current
campaign concludes at the White Mesa Mill, the Company expects to continue to
receive and stockpile ore from the Pinenut mine and alternate feed materials. In
addition, the Company expects to continue making U3O8deliveries, as required by the Companys existing long-term contracts. At
this time, the Company does not expect to schedule a mineral processing campaign
during the remainder of FY-2015, though the Company is maintaining the
flexibility to resume processing stockpiled or other materials at the White Mesa
Mill should market conditions warrant.

- 7 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

The Company plans to continue mining at the Pinenut mine until
the economic resources are depleted, which is now estimated to occur in the
second quarter of 2015, due to higher estimates of resources at the mine. The
ore mined at the Pinenut mine is being shipped to the White Mesa Mill and
stockpiled for processing in a planned 2016 campaign.

The Company has three existing long-term contracts, which
require future deliveries of 800,000 pounds in FY-2015, 450,000 pounds in
FY-2016 and 420,000 pounds in FY-2017. Of these amounts, a total of 770,000
pounds is required to be produced by the Company, while Energy Fuels has the
option to fulfill the remaining 900,000 pounds from production and/or
purchase.

For the 800,000 pounds of FY-2015 deliveries, the Company  anticipates utilizing 500,000 pounds of produced material on hand and has contracted for the
purchase of 300,000 pounds of U3O8. Additionally, as
discussed above, the Company expects to produce approximately 200,000 pounds in
the final months of its present campaign.

For the FY-2016 and FY-2017 contractual deliveries, the Company
plans to utilize the 500,000 pounds of finished goods inventory expected to be
on hand at the end of FY-2015 and to produce a minimum of 370,000 pounds of
U3O8in a future mill campaign at the White Mesa Mill,
from ore mined from the Pinenut mine and the expected receipt of alternate feed
materials, both as discussed above. While the Company expects to produce the
370,000 pounds required, the Company may elect to purchase all or a portion of
this material in the spot market. This flexibility will allow the Company to
monitor market conditions to determine the most favorable and economic approach
to fulfilling these remaining deliveries.

The Company also plans to continue to maintain, and update as
necessary, all permits on its other existing mines. These mines will remain on
standby until market conditions improve or the material can be sold into
long-term contracts at pricing that supports production. As previously
announced, expenditures for permitting activities for new mines have been
adjusted to coincide with expected dates of production based on price forecasts.
The Company plans to spend $1.10 million on permitting in FY-2015. The Company
is continuing to monitor corporate and field overhead to coincide with these
lower levels of activity.

Sales

The Company forecasts FY-2015 sales to be approximately 800,000
pounds of U3O8, all of which will be sold into its three
existing long-term contracts discussed above. Energy Fuels expects to receive an
average realized price of $57.45 per pound of U3O8sold
during FY-2015 across all of its contracts. The average expected realized price
per pound is not subject to any decrease resulting from declines in future
U3O8spot and/or term prices, due to the minimum floor
prices now in effect in each of the Companys contracts. While the Company
does not expect to make any sales into the spot market during FY-2015, it will
continue to monitor market conditions for opportunistic sales if economically
justified.

One of the Companys three existing long-term contracts is
expected to expire after the 2015 deliveries are completed in the 3rd quarter of
2015. The Company is currently seeking to extend this contract if suitable
pricing can be obtained. The Company also continues to pursue new sources of
revenue, including new uranium sales contracts and expansion of its alternate
feed business.

ACQUISITION OF URANERZ

Merger Agreement

On January 4, 2015, the Company entered into an Agreement and
Plan of Merger (the Merger Agreement) with Uranerz Energy Corporation
(Uranerz), a Nevada corporation, and EFR Nevada Corp., a Nevada corporation
and wholly owned subsidiary of the Company (Merger Sub). The Merger Agreement
provides for a business combination whereby Merger Sub will merge with and into
Uranerz (the Merger), and as a result Uranerz will continue as the surviving
operating corporation and as a wholly owned subsidiary of the Company.

Pursuant to the Merger Agreement, at the effective time of the
Merger (the Effective Time), each issued and outstanding share of common stock
of the Company (Common Stock) will be canceled and extinguished and
automatically converted into the right to receive 0.255 common shares of the
Company (the Exchange Ratio).

- 8 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Based on the shares of Uranerz outstanding as of January 4,
2015, the Company expects to issue 24,453,303 shares.

The completion of the Merger will be subject to the approval of
at least a majority of the holders of the outstanding common shares of the
Company voted at a special meeting of the shareholders of the Company to be
called later this year to consider the Merger, as well as the approval of at
least a majority of the holders of the outstanding common shares of Uranerz and
at least a majority of the votes cast by Uranerzs shareholders, excluding
directors and officers of Uranerz, at a special meeting to be called later this
year to consider the Merger.

The Merger Agreement provides that, upon consummation of the
Merger, the Company shall cause three nominees of Uranerz to be appointed to
the board of directors of the Company.

In addition to the approval of the shareholders of each of the
Company and Uranerz, as described above, the completion of the Merger will be
subject to the satisfaction of other customary closing conditions, including,
among others:

| |  | The declaration by the SEC of the effectiveness of the
      Registration Statement on Form F-4 to be filed by the Company with the SEC
      in connection with the Merger,                                                                                                                                               
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                            
| |  | The common shares of the Company to be issued in
      connection with the Merger, and to be issued upon exercise of the assumed
      Uranerz options and Uranerz warrants, will have been approved (or
      conditionally approved, as applicable) for listing on the NYSE MKT and the
      Toronto Stock Exchange, and
| |   |                                                                                                                                                                                                                                                                                                                            
| |  | The receipt of all regulatory approvals necessary for
      completion of the Merger.                                                                                                                                                                                                                                      

Each of the Company and Uranerz has agreed to customary and
generally reciprocal representations, warranties and covenants in the Merger
Agreement. Among these covenants, both the Company and Uranerz have agreed to
conduct their respective businesses in the ordinary course during the period
between the execution of the Merger Agreement and the closing of the Merger.

The Merger Agreement contains customary deal support
provisions, including a reciprocal break fee of $5.00 million payable if the
Merger is not completed under certain circumstances. In addition, the Merger
Agreement includes customary and reciprocal non-solicitation covenants, as well
as a reciprocal right to match any superior proposal that may arise.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which has been filed with the SEC and can be found
at www.sec.gov and with the Canadian Securities Administrators on SEDAR
and can be found at www.sedar.com.

Support Agreements

Concurrent with the execution of the Merger Agreement:

| |  | The Company entered into support agreements with
      directors and certain officers of Uranerz, pursuant to which each
      securityholder agreed, upon the terms and subject to the conditions set
      forth therein, (a) to vote their Uranerz common shares in favor of the
      Merger, and (b) to not sell or otherwise transfer their shares pending
      completion of the Merger. The securityholders of Uranerz entering into the
      voting agreements collectively hold approximately 4.0% of the outstanding
      shares of Uranerz.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | Uranerz entered into support agreements with the
      directors and certain officers of the Company, pursuant to which each
      securityholder agreed upon the terms and subject to the conditions set
      forth therein, (a) to vote their shares of the Company for the
      Merger, and (b) to not sell or otherwise transfer their shares pending
      completion of the Merger. The shareholders of the Company entering into
      voting agreements collectively hold approximately 0.4% of the outstanding
      shares of the Company.    

Additional Important Information for Investors and
Stockholders Related to the Merger

On January 5, 2015, the Company announced a transaction whereby
it would acquire all of the issued and outstanding shares of Uranerz. This MD&A is for informational purposes only and does not constitute
an offer to purchase, a solicitation of an offer to sell the shares of common
stock of Uranerz or a solicitation of any proxy, vote or approval. Energy Fuels
will file with the SEC a registration statement on Form F-4 that will include a
proxy statement of Uranerz that also constitutes a prospectus of Energy Fuels.
Energy Fuels and Uranerz also plan to file with or furnish other documents to
securities regulatory authorities in Canada and the United States regarding the
proposed transaction.

- 9 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

INVESTORS AND STOCKHOLDERS OF URANERZ ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Anyone may obtain free copies of these documents when available
free of charge under Energy Fuels profile on SEDAR at
www.sedar.com or EDGAR at
www.sec.gov, or by accessing Energy Fuels website at
www.energyfuels.com under
the heading Investors and from Energy Fuels directly by contacting Curtis
Moore, Investor Relations: (303) 974-2140. Documents will also be available free
of charge under Uranerz profile on EDGAR at www.sec.gov or on SEDAR at
www.sedar.com, or by accessing Uranerz website at
www.uranerz.com under the
heading Investors and from Uranerz directly by contacting Derek Iwanaka,
Investor Relations: (800) 689-1659. Energy Fuels, Uranerz, their respective
directors and certain of their executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Uranerz in
connection with the proposed transaction. Information about the directors and
executive officers of Uranerz is set forth in its proxy statement for its 2014
annual meeting of shareholders, which was filed with the SEC on April 29, 2014
and in Uranerz Annual Report on Form 10-K which was filed with the SEC on March
16, 2015. Information about the directors and executive officers of the Company
can be found in the Company's annual information form dated March 18, 2015 and in the Companys 2014
management information circular dated March 26, 2014, which is available at
www.sedar.com and www.sec.gov. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC when
they become available.

SELECTED ANNUAL FINANCIAL INFORMATION

The following selected financial information was obtained
directly from or calculated using the Companys consolidated financial
statements for the following fiscal years. Note, due to the change in the year
end of the Company, the following information includes the 12 month period for
the year ended December 31, 2014 and the 15-month period ended December 31,
2013.

12 months ended
    
    
    15 months ended
    
    
    12 months ended$000, except per share data
    
    December 31, 2014
    
    
    December 31, 2013
    
    
    September 30, 2012Results of Operations:Total revenues
    $
    46,253
    
    $
    73,248
    
    $
    25,028Gross profit
    
    15,971
    
    
    5,467
    
    
    3,318Net income (loss)
    
    (43,612
    )
    
    (87,325
    )
    
    1,534Basic and diluted earnings (loss) per share
    
    (2.22
    )
    
    (5.61
    )
    
    0.26


As at December 31,
    
    
    As at December 31,
    
    
    As at September 30,$000's
    
    2014
    
    
    2013
    
    
    2012Financial Position:Working capital
    $
    38,604
    
    $
    33,481
    
    $
    41,934Property, plant and
      equipment
    
    65,873
    
    
    100,969
    
    
    119,524Total assets
    
    134,241
    
    
    176,133
    
    
    223,844Total long-term liabilities
    
    30,956
    
    
    31,579
    
    
    37,921


- 10 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

OVERVIEW

Prior to June 2012, Energy Fuels was primarily a uranium and
vanadium exploration and mine development company with no revenue or operating
mines. In June 2012 Energy Fuels acquired the US-based uranium and vanadium
operating mines, an operating mill and various non-operating mines and
development prospects (the US Mining Division) of Denison Mines Corp. (with
its subsidiaries, Denison) and became a production company. The operations of
Energy Fuels including support staff and expenditures increased dramatically
upon completion of the acquisition. Accordingly, the year ended September 30,
2012 has three months of producing operations and the financial period ended
December 31, 2013, due to the change in year-end, has 15 months of producing
operations.

As further discussed above, beginning in July 2012 market
prices for uranium began a gradual but steady decline from a spot price of
$50.75 at June 30, 2012 to a low of $28.10 per pound in June 2014 and a current
spot price of approximately $39.10 per pound. In response to the decline in
market prices, Energy Fuels has cut back its operations by placing various mines
on stand-by, reducing the throughput at the White Mesa Mill and curtailing or
reducing certain development activities. The substantially reduced and variable
levels of production make period-to-period changes not comparable. Also, these
actual results cannot be projected into the future with any degree of accuracy.
Additionally, the Company entered into contracts to purchase 300,000 pounds of
uranium to deliver product required by one of its contracts in FY-2014.

SUMMARY OF QUARTERLY RESULTS

Results for the nine most recent quarters ending with the
quarter ended December 31, 2014 are:

Dec 31
    
    
    Sept 30
    
    
    June 30
    
    
    Mar 31**2014(2)**
    
    
    2014
    
    
    **2014(1)**
    
    
    2014$000, except per share data
    
    **$**
    
    
    **$**
    
    
    **$**
    
    
    **$**Total revenues
    
    203
    
    
    21,164
    
    
    13,525
    
    
    11,361Net Income (loss)
    
    (10,017
    )
    
    3,076
    
    
    (30,328
    )
    
    (6,342
    )Basic & diluted net income (loss) per share
    
    (0.51
    )
    
    0.16
    
    
    (1.54
    )
    
    (0.32
    )


Dec 31
    
    
    Sept 30
    
    
    June 30
    
    
    Mar 31
    
    
    Dec 312013
    
    
    **2013(3)**
    
    
    2013
    
    
    2013
    
    
    2012$000, except per share data
    
    **$**
    
    
    **$**
    
    
    **$**
    
    
    **$**
    
    
    **$**Total revenues
    
    776
    
    
    24,504
    
    
    4,954
    
    
    34,087
    
    
    8,927Net Income (loss)
    
    (3,375
    )
    
    (70,472
    )
    
    (5,532
    )
    
    (5,903
    )
    
    (2,043
    )Basic & diluted net income (loss) per share
    
    (0.18
    )
    
    (4.30
    )
    
    (0.39
    )
    
    (0.42
    )
    
    (0.15
    )


|(1) | Includes an impairment loss of $30.78 million as
      discussed below.
|--- | -----------------------------------------------------------------------
|(2) | Includes an impairment loss of $5.08 million as discussed
      below. 
|(3) | Includes an impairment loss of $60.26 million as
      discussed below.

RESULTS OF OPERATIONS  FY-2014 compared with FY-2013

General

For the 12 months ended December 31, 2014 the Company recorded
a net loss of $43.61 million or $2.22 per share compared with a net loss of
$87.33 million or $5.61 per share or the 15 months ended December 31, 2013.

For the 12 months ended December 31, 2014, the Company recorded
an impairment loss of $30.78 million or $1.57 per share related to the
impairment of its White Mesa Mill cash generating unit and $5.08 million due to
an impairment test on an asset reclassified as an asset held for sale. For the
15 months ended December 31, 2013, the Company recorded an impairment loss of
$60.26 million related to the impairment of its White Mesa Mill cash generating
unit.

- 11 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Revenues

The Companys revenues from uranium are largely based on
delivery schedules under long-term contracts, which can vary from quarter to
quarter.

Revenues for the 12 months ended December 31, 2014 totaled
$46.25 million, of which $45.76 million were sales of 800,000 pounds of uranium
concentrates, all of which were pursuant to term contracts at an average price
of $57.19 per pound. Revenues for the 15 months ended December 31, 2013 totaled
$73.25 million (September 30, 2012  $25.03 million), of which $63.73 million
were sales of uranium concentrates, which included the sale of 956,668 pounds of
U3O8pursuant to term contracts at an average price of
$56.47 per pound, the sale of 40,000 pounds of U3O8on the
spot market at an average price of $41.50, and the sale of 200,000 pounds of
U3O8to an existing term contract customer at an average
price of $40.25 per pound. The 200,000 pound sale of U3O8to an existing term contract customer was completed at a premium to the
spot market price at the time, as the Company provided a discount on portions of
its long-term contract deliveries in the years 2015 through 2017 to this
customer.

Revenues for the 15 months ended December 31, 2013 also
included the sale of $7.47 million and $1.72 million respectively of vanadium in
the form of V2O5and ferro vanadium. There were no
vanadium sales in the 12 months ended December 31, 2014, as the Company is not
producing vanadium at this time.

Operating Expenses

Production and Cost of Sales

For the 12 months ended December 31, 2014, the Companys
uranium production totaled 942,632 pounds of U3O8, of
which 390,933 pounds were from alternate feed materials and other processing and
551,699 pounds were from the Companys Arizona mines. 84,681 pounds of
U3O8were for the account of a third party. During the 15
months ended December 31, 2013, the Company processed conventional uranium and
vanadium ores from the Companys mines on the Colorado Plateau and conventional
uranium ore from the Companys Arizona mines, as well as alternate feed
materials. For the 15 months ended December 31, 2013, uranium production totaled
1,235,000 pounds of U3O8, including 370,000 pounds from
alternate feed materials, and vanadium production totaled 1,537,000 pounds of
V2O5of which some of the production was converted to
ferro vanadium by third party convertors.

Cost of goods sold for the 12 months ended December 31, 2014
totaled $30.28 million, which consisted of $27.21 million of mining and milling
production costs and costs related to the purchase of 300,000 pounds of
U3O8and $3.07 million of depreciation, depletion and
amortization. Cost of goods sold for the 15 months ended December 31, 2013
totaled $67.78 million, which consisted of $56.80 million of mining and milling
production costs, $7.71 million of depreciation and amortization and impairment
of inventories of $3.27 million.

Impairment of property, plant and equipment

During the three months ended June 30, 2014, as a result of (a)
the drop in the U3O8spot and long-term prices from April
1, 2014 through July 31, 2014, (b) a significant deterioration in the Companys
expectation of future uranium prices, and (c) the Companys expectation to place
the White Mesa Mill and all associated mines that feed the White Mesa Mill
(collectively referred to as the White Mesa Mill Cash Generating Unit  the
WMM CGU) on standby once current planned near term production at the
White Mesa Mill and the Pinenut mine has been completed, the Company tested its
plant, property and equipment related to the WMM CGU for impairment. The Company
estimated the fair value of the WMM CGU using discounted cash-flow analysis that
utilized forecasts of estimated U3O8prices and determined
that the fair value less costs to sell the WMM CGU, were less than their
aggregate carrying values. Accordingly, the Company recognized an impairment
loss of $30.78 million. In December 2014, the Company believed it had a prospect
to sell its interest in the Marquez Uranium Project (Marquez) for $0.50
million in cash and an underlying royalty. The Company tested the property for
impairment and recognized an impairment loss of $5.08 million.

During the three month period ended September 30, 2013, as a
result of the drop in the U3O8spot price from July 1, 2013 through September 30, 2013 and a 10% drop in the long-term price in
September 2013 the Company tested its WMM CGU for impairment. The Company
estimated the fair value of its mill and mines related to the WMM CGU using
discounted cash-flow analysis that utilized forecasts of estimated
U3O8 prices and determined that the fair value
less costs to sell the mill, mineral properties and other property, plant and
equipment, were in-excess of their aggregate carrying values. Accordingly, the
Company recognized an impairment loss of $60.26 million.

- 12 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Other than for the Marquez property, no other impairment was
recorded with respect to the Companys pre-development and non-operating
properties in Wyoming and New Mexico, which are not a part of the WMM CGU.

Selling, General and Administrative

Selling, general and administrative expense includes costs
associated with marketing uranium, the corporate general and administrative
costs, and the non-cash costs of amortization of above-market sales contract
value associated with the acquisition of Denisons US Mining Division in June
2012. General and administrative expenses consist primarily of payroll and
related expenses for personnel, contract and professional services, stock-based
compensation expense and other overhead expenditures. Selling, general and
administrative expenses totaled $15.51 million for the 12 months ended December
31, 2014 compared to $24.90 million for the 15 months ended December 31, 2013.
These decreases are due to decreasing intangible asset amortization, selling
expenses, and the one time payments due to the acquisition of Strathmore as
explained further below.

Amortization of the intangible asset recorded for the U3O8 sales contract values in excess of spot price at the June 29, 2012 acquisition
date of Denisons US Mining Division totaled $3.89 million for the 12 months
ended December 31, 2014 compared with $6.14 million for the 15 months ended
December 31, 2013. The amount for each period is directly related to the revenue
from uranium concentrate volumes sold each period (discussed above), as all the
revenues earned for the periods are from the contracts acquired.

Selling expenses totaled $0.28 million for the 12 months ended
December 31, 2014 compared to $1.25 million for the 15 months ended December 31,
2013. The decrease in all periods relates to the lack of vanadium revenue in the
current year compared to last year, as vanadium revenue had higher selling
expenses related to commissions and freight compared with the uranium selling
expenses.

General and administrative expenses totaled $11.34 million for
the 12 months ended December 31, 2014 compared to $15.09 million for the 15
months ended December 31, 2013. The decrease of $3.75 million is mainly
attributable to the number of months in the fiscal periods for the years being
different, 12 months in fiscal 2014 and 15 months in fiscal 2013.

Care and Maintenance Expenses

The Companys Beaver, Pandora and Daneros mines were
placed on standby in the last quarter of calendar year 2012, as a result of
market conditions. In November 2013 the Company placed shaft sinking operations
on its Canyon mine on standby, and in February 2014 the Company placed its
Arizona 1 mine on standby. Costs related to the care and maintenance of these
and other standby mines are generally decreasing due to the Companys increased
cost efficiencies, which are achieved once the mines are placed on standby. The
increase in Care and maintenance expenses for the FY-2014 was due to costs
associated with maintaining operational readiness at the White Mesa Mill of
$2.53 million, a non-cash charge of $1.46 million for a change in decommission
liabilities at the White Mesa Mill, combined with $3.01 million at the Companys
other standby mines. Care and maintenance expenses totaled $5.40 million for the
15 months ended December 31, 2013.

Other Income and Expenses

Finance expense was $1.54 million for the 12 months ended
December 31, 2014, and consists primarily of interest expense of $1.69 million
and accretion expense related to the decommissioning liability of $0.40 million,
partially offset by an increase in the mark-to-market values of the Companys
Debentures totaling $0.30 million, and a gain on the sale of marketable
securities of $0.20 million.

Net finance income totaled $0.96 million for the 15 months
ended December 31 and consists of a change in the mark-to-market values of the
Debentures totaling $2.74 million, interest income of $0.65 million and a gain
on foreign exchange of $0.50 million, partially offset by interest expense
incurred on the Debentures of $1.97 million, accretion expense related to the
decommissioning liability of $0.42 million, and change in value of marketable
securities of $0.54 million.

- 13 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

USE OF PROCEEDS FROM PUBLIC OFFERING

The following table outlines the proposed use of funds for
direct project categories (excluding general working capital) from the net
proceeds received from the October 15, 2013 public offering as compared to the
actual expenses incurred to December 31, 2014.

|                                                                                                                                                           |   | Estimated         |  |   | Actual Costs Incurred | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------- |  | - | --------------------- | 
|Use of Financing Net Proceeds
      (000's)                                                                                                                |   | Allocation of Net |  |   | to December 31,       | 
|(excluding General Working Capital)                                                                                                                        |   | Proceeds          |  |   | 2014                  | 
|                                                                                                                                                           |   |                   |  |   |                       | 
|Continued exploration and
      development of the Company's Roca Honda, Sheep Mountain, Gas Hills,
      Juniper Ridge and Canyon Mine mineral properties | $ | 2,500             |  | $ | 2,500                 | 
|Identification and evaluation of future potential mineral
      property acquisitions                                                                      |   | 750               |  |   | 402                   | 
|                                                                                                                                                           | $ | 3,250             |  | $ | 2,902                 | 

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2014, the Company had working capital of $38.60
million including $10.41 million in cash and 808,210 pounds of finished goods
inventory. The Company believes it has sufficient cash and resources to carry
out its business plan beyond calendar year 2015.

Cash and Financial Condition

Cash and cash equivalents were $10.41 million at December 31,
2014, compared to $6.63 million at December 31, 2013. The increase of $3.78
million was due primarily to cash provided by investing activities of $9.41
million partially offset by cash used in operations of $4.35 million, financing
activities of $1.14 million and loss on foreign exchange on cash held of $0.13
million.

Net cash provided by investing activities was $9.41 million,
which was primarily related to cash received of $9.33 million from a reduction
in the collateral required to secure mine and mill reclamation bonds posted by
the Company, cash received from the sale of property, plant and equipment of
$0.23 million, proceeds from sale of marketable securities of $0.40 million, and
cash received on assets held for sale of $2.00 million, partially offset by
expenditures for property, plant and equipment of $1.05 million and exploration,
evaluation, permitting and development activities of $1.49 million.

Net cash used in financing activities totaled $1.14 million
consisting primarily of $1.61 million payment of interest on the Debentures,
$0.13 million repayment of borrowings, partially offset by $0.60 million from
the issue of common shares from the exercise of warrants and options.

Net cash used in operating activities of $4.35 million is
comprised of the net loss of $43.61 million for the period adjusted for non-cash
items and for changes in working capital items. Significant items not involving
cash were a $35.86 million impairment of property, plant and equipment, a $7.17
million depreciation and amortization of property, plant and equipment and
intangible assets, a $1.54 million non-cash effect of finance expense, and $1.41 million related
to stock based compensation.

Contractual Obligations

The Company enters into commitments with federal and state
agencies and private individuals to lease mineral rights. These leases are
renewable annually and are expected to total $1.47 million for the year ended
December 31, 2015.

- 14 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

The Company is committed to payments under various operating
leases and purchase agreements. Additionally, the Company is obligated to
complete certain mill and mine reclamation during operations and upon completion
of mining or milling operations at each site. The future minimum payments are as
follows:

2015
    
    
    2016
    
    
    2017
    
    
    2018
    
    
    2019
    
    
    Thereafter
    
    
    TotalAs at December 31,
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Rent
    
    304
    
    
    311
    
    
    291
    
    
    -
    
    
    -
    
    
    -
    
    
    906Office expenses
    
    31
    
    
    15
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    46Consumable materials
      contracts
    
    1,427
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    1,427U3O8purchase contracts
      (1)
    
    11,813
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    11,813Decommissioning liabilities
    
    716
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    26,009
    
    
    26,72514,291
    
    
    326
    
    
    291
    
    
    -
    
    
    -
    
    
    26,009
    
    
    40,917


|(1) | Contract for the purchase of 300,000 pounds of
      U3O8that will be delivered to a customer in FY-2015
      under one of its long-term contracts.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

The Company will continue to prudently evaluate its contractual
obligations with respect to mineral properties as well as other associated
commitments with an eye towards deferring those expenses which do not meet
certain criteria. In addition, since the majority of the exploration commitments
are optional, the Company could choose to mitigate or eliminate the obligation
by opting out of the lease or claim.

Contingencies

Legal matters

In November, 2012, the Company was served with a Plaintiffs
Original Petition and Jury Demand in the District Court of Harris County, Texas,
claiming unspecified damages from the disease and injuries resulting from
mesothelioma from exposure to asbestos, which the Plaintiff claims was
contributed to by being exposed to asbestos products and dust while working at
the White Mesa Mill. The Company does not consider this claim to have any merit,
and therefore does not believe it will materially affect the Companys financial
position, results of operations or cash flows. In January, 2013, the Company
filed a Special Appearance challenging jurisdiction and certain other procedural
matters relating to this claim.

In January, 2013, the Ute Mountain Ute tribe filed a Petition
to Intervene and Request for Agency Action challenging the Corrective Action
Plan approved by the State of Utah Department of Environmental Quality
(UDEQ) relating to nitrate contamination in the shallow aquifer at the
White Mesa Mill site. This challenge is currently being evaluated, and may
involve the appointment of an administrative law judge to hear the matter. The
Company does not consider this action to have any merit. If the petition is
successful, the likely outcome would be a requirement to modify or replace the
existing Corrective Action Plan. At this time, the Company does not believe any
such modification or replacement would materially affect the Companys financial
position, results of operations or cash flows. However, the scope and costs of
remediation under a revised or replacement Corrective Action Plan have not yet
been determined and could be significant.

In April 2014, the Grand Canyon Trust filed a citizen suit in
federal district court for alleged violations of the Clean Air Act at the White
Mesa Mill. In October 2014, the plaintiffs were granted leave by the court to
add further purported violations to their April 2014 suit. The Complaint, as
amended, alleges that radon from one of the Mills tailings impoundments
exceeded the standard; that the mill is in violation of a requirement that only
two tailings impoundments may be in operation at any one time; and that certain
other violations related to the manner of measuring and reporting radon results
from one of the tailings impoundments occurred in 2013. The Complaint asks the
court to impose injunctive relief, civil penalties of up to $37,500 per day per
violation, costs of litigation including attorneys fees, and other relief. The
Company believes the issues raised in the Complaint are being addressed through
the proper regulatory channels and that the Company is currently in compliance
with all applicable regulatory requirements relating to those matters. The
Company intends to defend against all issues raised in the Complaint.

- 15 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

In March, 2013, the Center for Biological Diversity, the Grand
Canyon Trust, the Sierra Club and the Havasupai Tribe (the Plaintiffs)
filed a complaint in the U.S. District Court for the District of Arizona (the
District Court) against the Forest Supervisor for the Kaibab National
Forest and the U.S. Forest Service (the USFS) seeking an order (a)
declaring that the USFS failed to comply with environmental, mining, public
land, and historic preservation laws in relation to the Companys Canyon mine,
(b) setting aside any approvals regarding exploration and mining operations at
the Canyon mine, and (c) directing operations to cease at the mine and enjoining
the USFS from allowing any further exploration or mining-related activities at
the Canyon mine until the USFS fully complies with all applicable laws. In April
2013, the Plaintiffs filed a Motion for Preliminary Injunction, which was denied
by the District Court in September, 2013. In October 2013, the Plaintiffs
appealed the District Courts Order to the 9th Circuit Court of
Appeals, and filed two Emergency Motions for an Injunction Pending Appeal. In
November 2013, the Company entered into a stipulation agreement with the
Plaintiffs, which was extended in November 2014, under which the Company has
agreed to keep shaft sinking operations on standby until the earlier of the date
the District Court issues a final appealable order on the merits of the
Plaintiffs claims, or April 15, 2015, and the Plaintiffs have agreed to stay
their appeal and Emergency Motions. In the meantime, proceedings on the merits
of the case are ongoing. Oral arguments were heard on March 18, 2015, and a
judgment is expected by the end of second quarter 2015. If the Plaintiffs are
successful on the merits, the Company may be required to maintain the mine on
standby pending resolution of the matter. Such a required prolonged stoppage of
mine development and mining activities could have a significant impact on future
operations of the Company.

In January, 2014 the Acoma Pueblo filed a notice of appeal and
separately filed a Complaint for Declaratory Judgment, in the Eleventh Judicial
District Court of McKinley County, New Mexico, challenging the permit to dewater
certain aquifers underlying the Companys proposed Roca Honda uranium mine site.
The Company does not believe the appeal and Complaint have merit and intends to
defend against those actions. If the appeal is successful, the likely outcome
would be remand of the permit back to the State Engineer for reconsideration or
possible withdrawal of the permit. The Company does not believe any such outcome
would materially affect the Companys financial position, results of operations
or cash flows. At the request of the parties, on July 10, 2014, the Court issued
an Order staying these proceedings for 90 days, which was extended by the Court
on October 10, 2014 and January 12, 2015, in each case for a further 90 days,
pending settlement negotiations of the parties. On February 27, 2015, the
parties settled this dispute, and the Acoma Pueblo has agreed to dismiss its
appeal and Complaint.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

DIVIDENDS

The Company has not paid dividends in the past and it does not
expect to pay dividends in the near future. If the Company generates earnings in
the future, it expects that they will be retained to finance further growth. The
directors of the Company will determine if and when dividends will be declared
and paid in the future based on the Companys financial position at the relevant
time.

OUTSTANDING SHARE DATA 

At March 18, 2015, there were 19,677,552 common shares issued
and outstanding, 1,079,069 warrants issued and outstanding to purchase a total
of 1,079,069 common shares, and 985,262 stock options outstanding to purchase a
total of 985,262 common shares and 153,850 restricted share units for a total of
21,993,133 common shares on a fully-diluted basis. In addition, at December 31,
2014, there were 22,000 Debentures outstanding, convertible into a total of
1,466,667 common shares.

CONTROLS AND PROCEDURES

In compliance with the requirements of National Instrument
52-109, our Certifying Officers have reviewed and certified the Consolidated
Financial Statements for the year ended December 31, 2014, together with other
financial information included in our securities filings. Our Certifying
Officers have also certified that disclosure controls and procedures
(DC&P) have been designed to provide reasonable assurance that
material information relating to our company is made known within our company.
Further, our Certifying Officers have certified that internal controls over
financial reporting (ICFR) have been designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Consolidated Financial Statements. Based on the evaluation of the design
and operating effectiveness of our company's DC&P and ICFR, our Certifying
Officers concluded that our company's DC&P and ICFR were effective as at
December 31, 2014.

- 16 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

During the year ended December 31, 2014, there were no changes
in the Companys internal control over financial reporting that materially
affected, or are likely to materially affect, the Companys internal control
over financial reporting.

CORPORATE GOVERNANCE POLICIES

The disclosure required pursuant to National Instrument 58-101
 Disclosure of Corporate Governance Practices will be made by the Company in
its Management Information Circular for its Annual General Meeting to be held in
2015, which will be made available to shareholders and filed on SEDAR and EDGAR
for internet access for public viewing.

Critical accounting estimates and judgments

The preparation of these consolidated financial statements in
accordance with IFRS requires the use of certain critical accounting estimates
and judgments that affect the amounts reported. It also requires management to
exercise judgment in applying the Companys accounting policies. These judgments
and estimates are based on managements best knowledge of the relevant facts and
circumstances taking into account previous experience. Although the Company
regularly reviews the estimates and judgments made that affect these financial
statements, actual results may be materially different.

Significant estimates made by management include:

| | a. | Reserves and resources
| | -- | ----------------------

Proven and probable reserves are the economically mineable
parts of the Companys measured and indicated mineral resources demonstrated by
at least a preliminary feasibility study. The Company estimates its proven and
probable reserves and measured, indicated and inferred mineral resources based
on information compiled by appropriately qualified persons. The information
relating to the geological data on the size, depth and shape of the ore body
requires complex geological judgments to interpret the data. The estimation of
future cash flows related to proven and probable reserves is based upon factors
such as estimates of foreign exchange rates, commodity prices, future capital
requirements and production costs along with geological assumptions and
judgments made in estimating the size and grade of the ore body. Changes in the
proven and probable reserves or measured, indicated and inferred mineral
resources estimates may impact the carrying value of property, plant and
equipment, goodwill, reclamation and remediation obligations, recognition of
deferred tax amounts and depreciation, depletion and amortization.

| | b. | Depreciation, depletion and amortization of property,
      plant and equipment
| | -- | -------------------------------------------------------------------------------

Property, plant and equipment comprise a large component of the
Companys assets and, as such, the depreciation and amortization of those assets
have a significant effect on the Companys financial statements. Depreciation
and amortization of property, plant and equipment used in production is
calculated on a straight line basis or a unit-of-production basis as
appropriate.

Plant and equipment assets depreciated using a straight-line
basis results in the allocation of production costs evenly over the assets
useful life defined as a period of time. Plant and equipment assets depreciated
on a units-of-production basis results in the allocation of production costs
based on current period production in proportion to total anticipated production
from the facility.

Mineral property assets are amortized using a
unit-of-production basis that allocates the cost of the asset to production cost
based on the current periods mined ore as a proportion of the total estimated
resources in the related ore body. The process of making these estimates
requires significant judgment in evaluating and assessing available geological,
geophysical, engineering and economic data, projected rates of production,
estimated commodity price forecasts and the timing of future expenditures, all
of which are, by their very nature, subject to interpretation and
uncertainty.

Changes in these estimates may materially impact the carrying
value of the Companys property, plant and equipment and the recorded amount of
amortization, depletion and depreciation.

- 17 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

| | c. | Valuation of long-lived assets
| | -- | ------------------------------

The Company undertakes a review of the carrying values of
property, plant and equipment and intangibles whenever events or changes in
circumstances indicate that their carrying values may exceed their estimated net
recoverable amounts determined by reference to estimated future operating
results and discounted net cash flows. An impairment loss is recognized when the
carrying value of those assets is not recoverable. In undertaking this review,
the management of the Company is required to make significant estimates of,
amongst other things, future production and sale volumes, forecast commodity
prices, future operating and capital costs and reclamation costs to the end of
the mine or mills life. These estimates are subject to various risks and
uncertainties, which may ultimately have an effect on the expected
recoverability of the carrying values of plant, property and equipment and
intangibles.

| | d. | Business combinations
| | -- | ---------------------

Management uses judgment in applying the acquisition method of
accounting for business combinations and in determining fair values of the
identifiable assets and liabilities acquired. The value placed on the acquired
assets and liabilities, including identifiable intangible assets, will have an
effect on the amount of goodwill or bargain purchase gain that the Company may
record on an acquisition. Changes in economic conditions, commodity prices and
other factors between the date that an acquisition is announced and when it
finally is consummated can have a material difference on the allocation used to
record a preliminary purchase price allocation versus the final purchase price
allocation which can take up to one year after acquisition to complete.

| | e. | Decommissioning liabilities
| | -- | ---------------------------

Decommissioning liabilities are recorded as a liability when
the asset is initially constructed. The Company has accrued its best estimate of
its share of the cost to decommission its mining and milling properties in
accordance with existing laws, contracts and other policies. The estimate of
future costs involves a number of estimates relating to timing, type of costs,
mine closure plans, and review of potential methods and technical advancements.
Furthermore, due to uncertainties concerning environmental remediation, the
ultimate cost of the Companys decommissioning liability could differ from
amounts provided. The estimate of the Companys obligation is subject to change
due to amendments to applicable laws and regulations and as new information
concerning the Companys operations becomes available. The Company is not able
to determine the impact on its financial position, if any, of environmental laws
and regulations that may be enacted in the future.

| | f. | Determination of significant
influence
| | -- | --------------------------------------

Management determines its ability to exercise significant
influence over an investment in shares of other companies by looking at its
percentage interest and other qualitative factors including but not limited to
its voting rights, representation on the board of directors, participation in
policy-making processes material transactions between the Company and the
associate, interchange of managerial personnel, provision of essential technical
information and operating involvement.

| | g. | Determination whether an acquisition represents a
      business combination or asset purchase
| | -- | ----------------------------------------------------------------------------------------------

Management determines whether an acquisition represent a
business combination or asset purchase by considering the stage of exploration
and development of an acquired operation. Consideration is given to whether the
acquired properties include mineral reserves or mineral resources, in addition
to the permitting required and results of economic assessments.

Future Accounting Changes

The IASB issued the following new and revised standards and
amendments, which are not yet effective which may have future applicability to
the Company:

IFRS 15 Revenue from Contracts with Customers

On May 28, 2014 the IASB issued IFRS 15 Revenue from Contracts
with Customers. The new standard is effective for annual periods beginning on or
after January 1, 2017. Earlier application is permitted. IFRS 15 will replace
IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty
Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfer of Assets from
Customers, and SIC 31 Revenue  Barter Transactions Involving Advertising
Services. The Company intends to adopt IFRS 15 in its financial statements for
the annual period beginning on January 1, 2017. The extent of the impact of
adoption of the standard has not yet been determined.

- 18 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

IFRS 9 Financial Instruments

On July 24, 2014 the IASB issued the complete IFRS 9 (IFRS 9
(2014)). IFRS 9 (2014) introduces new requirements for the classification and
measurement of financial assets. Under IFRS 9 (2014), financial assets are
classified and measured based on the business model in which they are held and
the characteristics of their contractual cash flows. The Company intends to
adopt IFRS 9 (2014) in its financial statements for the annual period beginning
on January 1, 2018. The extent of the impact of adoption of the standard has not
yet been determined.

Amendments to IFRS 11

On May 6, 2014 the IASB issued Accounting for Acquisitions of
Interests in Joint Operations (Amendments to IFRS 11). The amendments require
business combination accounting to be applied to acquisitions of interests in a
joint operation that constitute a business. The amendments apply prospectively
for annual periods beginning on or after January 1, 2016. The Company intends to
adopt the amendments to IFRS 11 in its financial statements for the annual
period beginning on January 1, 2016. The extent of the impact of adoption of the
amendments has not yet been determined.

Amendments to IAS 16 and IAS 38

On May 12, 2014 the IASB issued amendments to IAS 16 Property,
Plant and Equipment and IAS 38 Intangible Assets. The amendments made to IAS 16
explicitly state that revenue-based methods of depreciation cannot be used for
property, plant and equipment. This is because such methods reflect factors
other than the consumption of economic benefits embodied in the asset. The
amendments in IAS 38 introduce a rebuttable presumption that the use of
revenue-based amortization methods for intangible assets is inappropriate. This
presumption could be overcome only when revenue and consumption of the economic
benefits of the intangible asset are highly correlated or when the intangible
asset is expressed as a measure of revenue. The Company intends to adopt the
amendments to IAS 16 and IAS 38 in its financial statements for the annual
period beginning on January 1, 2016. The extent of the impact of adoption of the
amendments has not yet been determined.

Amendments to IFRS 10 and IAS 28

On September 11, 2014 the IASB issued Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture (Amendments to
IFRS 10 and IAS 28). The amendments address an acknowledged inconsistency
between the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with
the sale or contribution of assets between an investor and its associate or
joint venture (JV). Specifically, under the existing consolidation standard the
parent recognises the full gain on the loss of control, whereas under the
existing guidance on associates and JVs the parent recognises the gain only to
the extent of unrelated investors interests in the associate or JV. The main
consequence of the amendments is that a full gain/loss is recognised when the
assets transferred meet the definition of a business under IFRS 3 Business
Combinations. A partial gain/loss is recognised when the assets transferred do
not meet the definition of a business, even if these assets are housed in a
subsidiary. The Company intends to adopt these amendments in its financial
statements for the annual period beginning on January 1, 2016. The extent of the
impact of adoption of the amendments has not yet been determined.

Amendments to IAS 1

On December 18, 2014 the IASB issued amendments to IAS 1
Presentation of Financial Statements as part of its major initiative to improve
presentation and disclosure in financial reports (the Disclosure Initiative).
These amendments will not require any significant change to current practice,
but should facilitate improved financial statement disclosures. The Company
intends to adopt these amendments in its financial statements for the annual
period beginning on January 1, 2016. The extent of the impact of adoption of the
amendments has not yet been determined.

- 19 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

ENVIRONMENTAL RESPONSIBILITY

Energy Fuels periodically reviews the anticipated costs of
decommissioning and reclaiming its mill and mine sites as part of its
environmental planning process. Further, the Company formally reviews the White
Mesa Mills reclamation estimate annually with applicable regulatory
authorities. The undiscounted mill and mine reclamation estimates at December
31, 2014 were $26.73 million, which are expected to be sufficient to cover the
projected future costs for reclamation of the White Mesa Mill and mine
operations. However, there can be no assurance that the ultimate cost of such
reclamation obligations will not exceed the estimated liability contained in the
Companys financial statements.

The Company has posted cash bonds and surety bonds supported by
collateralized trust funds as security for these liabilities. At December 31,
2014, the amount of these restricted cash and investments collateralizing the
Companys reclamation obligations was $16.15 million.

Prior to Energy Fuels acquisition of the US Mining Division,
chloroform contamination in the shallow aquifer at the White Mesa mill site was
discovered. The contamination appears to have resulted from the operation of a
temporary laboratory facility that was located at the site prior to and during
the construction of the mill facility, and from septic drain fields that were
used for laboratory and sanitary wastes prior to construction of the Mills
tailings cells. In April 2003, Denison commenced an interim remedial program of
pumping the chloroform contaminated water from the groundwater to the mills
tailings cells. This action enables Energy Fuels to begin cleanup of the
contaminated areas and to take a further step towards resolution of this
outstanding issue. Pumping from the wells continued in 2014. Energy Fuels is
continuing to work with the State of Utah to develop a long-term Corrective
Action Plan (CAP), which is currently being prepared by the State.
While the investigations to date indicate that this chloroform contamination
appears to be contained in a manageable area, the scope and costs of final
remediation have not yet been determined and could be significant.

Elevated concentrations of nitrate and chloride were observed
in some of the monitoring wells at the White Mesa Mill site in 2008 a number of
which are upgradient of the mills tailings cells. Pursuant to a Stipulated
Consent Agreement with UDEQ, Denison retained INTERA, Inc., an independent
professional engineering firm, to investigate these elevated concentrations and
to prepare a Contamination Investigation Report for submittal to UDEQ. The
investigation was completed in 2009, and the Contamination Investigation Report
was submitted to UDEQ in January 2010. INTERA concluded in the Report that: (1)
the nitrate and chloride are co-extensive and appear to originally come from the
same source; and (2) the source is upgradient of the Mill property and is not
the result of Mill activities. UDEQ reviewed the Report, and concluded that
further investigations were required before it could determine the source of the
contamination and the responsibility for cleanup. Such investigations were
performed in 2010 and 2011, but were considered to be inconclusive by UDEQ. As a
result, after the investigations, it was determined that there are site
conditions that make it difficult to ascertain the source(s) of contamination at
the site, and that it was not possible at that time to determine the source(s),
causes(s), attribution, magnitudes of contribution, and proportion(s) of the
local nitrate and chloride in groundwater. For those reasons, UDEQ decided that
it could not eliminate mill activities as a potential cause, either in full or
in part, of the contamination. The Company and UDEQ have therefore agreed that
resources are better spent in developing a CAP, rather than continuing with
further investigations as to the source(s) and attribution of the groundwater
contamination. Pursuant to a revised Stipulated Consent Agreement, Denison
submitted a draft CAP for remediation of the contamination to UDEQ in November
2011. The CAP proposes a program of pumping the nitrate contaminated groundwater
to the mills tailings cells, similar to the chloroform remedial program. UDEQ
approved the CAP on December 12, 2012. In accordance with the CAP, in 2013 the
Company commenced pumping nitrate/chloride contaminated water from four
monitoring wells for use in mill processing or discharge into the Mills process
or tailings cells. Although the contamination appears to be contained in a
manageable area, the scope and costs of final remediation have not yet been
determined and could be significant.

During 2011, 2012, and 2013, the White Mesa Mill reported
consecutive exceedances of groundwater compliance limits (GWCLs) under
the White Mesa Mills Groundwater Discharge Permit (GWDP) for several
constituents in several wells, and there are decreasing trends in pH in a number
of wells across the site that have caused the pH in a number of compliance
monitoring wells to have dropped below their GWCLs. These exceedances and pH
trends include wells that are up-gradient of the Mill facilities, far
down-gradient of the Mill site and at the site itself. These consecutive
exceedances of GWCLs have resulted in violations of the GWDP. Source Assessment
Reports were submitted in 2012 and 2013 addressing each exceedance and the
decreasing trends in pH at the site. UDEQ has accepted the Source Assessment
Report, and has concluded that such exceedances and decreasing trends in pH are
due to natural background influences at the site. UDEQ has agreed to revise the
GWCLs in the GWDP to account for these background influences, which would put
those constituents, including pH at the site, back into compliance.

- 20 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

The White Mesa Mill monitors radon flux from tailings Cells 2
and 3, in the case of Cell 3 to comply with, and in the case of Cell 2, which is
in closure, consistent with, the NESHAPs requirements of the Clean Air Act. The
radon flux from Cell 2 exceeded the regulatory threshold beginning with the June
2012 sampling event and continued to climb during subsequent sampling events,
which is believed to be due to the aggressive dewatering of the slimes drain
solution level in Cell 2 to comply with the Mills GWDP. Consistent with the
regulations, the Company initiated monthly monitoring of Cell 2 radon flux in
April 2013. In order to address the Cell 2 radon exceedances, in 2013 the
Company commenced placement of additional cover materials over areas showing
high radon emissions, to mitigate the radon flux from Cell 2. Monthly monitoring
indicated that the radon flux from Cell 2 had dropped below the compliance
threshold and, by a letter dated July 23, 2014, UDEQ has determined that Cell 2
is now in compliance.

RESEARCH AND DEVELOPMENT

The Company does not have a formal research and development
program. Process development efforts expended in connection with processing
alternate feed materials are included as a cost of processing. Process
development efforts expended in the evaluation of potential alternate feed
materials that are not ultimately processed at the mill are included in mill
overhead costs. The Company does not rely on patents or technological licenses
in any significant way in the conduct of its business.

MANAGEMENT OF CAPITAL

The Companys objectives when managing capital are to safeguard
the Companys ability to continue as a going concern in order to maintain the
Companys production capabilities, pursue the permitting, development and
exploration of its mineral properties, and to maintain a flexible capital
structure which optimizes the costs of capital at an acceptable risk.

The Company depends on current production and sales as well as
external financing to fund its activities. In the past, the Company depended
entirely on external financing to fund operating and development activities. The
capital structure of the Company currently consists of cash and cash
equivalents, inventory, common shares, Debentures, warrants, and stock options.
Changes in the equity accounts of the Company are disclosed in Note 18 of the
audited financial statements. The Company manages the capital structure and
makes adjustments to it in light of changes in economic conditions and the risk
characteristics of the underlying assets. To maintain or adjust the capital
structure, the Company may issue new shares. The Company may require access to
equity and credit markets to fund continued production, exploration and
development of its mineral properties and the future growth of the business. The
Company is not subject to externally imposed capital requirements. In order to
facilitate the management of its capital requirements, the Company prepares
annual expenditure budgets, which are approved by the Board of Directors and
updated as necessary depending on various factors, including capital deployment
and general industry conditions.

The Company is required by regulatory agencies to provide
surety bonds totaling $26.7 million to cover the estimated reclamation costs for
mining, milling, exploration and development, including the White Mesa Mill
decommissioning obligation and the decommissioning obligations at the Companys
other mines.

ADDITIONAL IFRS FINANCIAL PERFORMANCE MEASURES

The Company has included the additional IFRS measure Gross
Profit in the financial statements. Management noted that Gross Profit
provides useful information to investors as an indication of the Companys
principal business activities before consideration of how those activities are
financed, sustaining capital expenditures, corporate and exploration and
evaluation expenses, finance income and costs, and taxation.

- 21 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

|(a) | Fair value hierarchy:
|--- | ---------------------

Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value hierarchy establishes the
significance of the inputs used in making fair value measurements. The fair
value of financial assets and financial liabilities included in Level 1 are
determined by reference to quoted prices in active markets for identical assets
and liabilities.

The fair value of financial assets and financial liabilities in
Level 2 include valuations using inputs based on observable market data, either
directly or indirectly, other than quoted prices. Level 3 valuations are based
on inputs that are not based on observable market data. The Company has no
financial instruments measured at fair value categorized in Level 2 or 3
(valuation technique using non-observable market inputs) as at December 31,
2014.

|(b) | Fair values:
|--- | ------------

As at December 31, 2014, the fair values of cash and cash
equivalents, restricted cash, short-term deposits, receivables, accounts payable
and accrued liabilities approximate their carrying values because of the
short-term nature of these instruments.

Financial assets and financial liabilities measured at fair
value on a recurring basis include:

Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMarketable securities
    
    284
    
    
    -
    
    
    -
    
    
    284Convertible debentures
    
    15,740
    
    
    -
    
    
    -
    
    
    15,740$
    16,024
    
    $
    -
    
    $
    -
    
    $
    16,024


|(c) | Credit risk:
|--- | ------------

Credit risk relates to cash and cash equivalents and trade and
other receivables and arises from the possibility that any counterparty to an
instrument fails to perform. The Company only transacts with highly-rated
counterparties and a limit on contingent exposure has been established for any
counterparty based on that counterpartys credit rating. The Companys sales are
attributable mainly to three multinational utilities. As at December 31, 2014,
the Companys maximum exposure to credit risk was the carrying value of cash and
cash equivalents, trade receivables and taxes recoverable.

|(d) | Liquidity risk:
|--- | ---------------

Liquidity risk is the risk the Company will not be able to meet
the obligations associated with its financial liabilities. The Company manages
liquidity risk through the management of its capital structure. The Company has
$38.60 million of working capital as at December 31, 2014 (December 31, 2013 -
$33.48 million). Accounts payable and accrued liabilities, current portion of notes
payable and current taxes payable are due within the current operating year. The
Companys financial liabilities and other commitments are listed in Notes 13 and
20.

The following are the contractual maturities of financial
liabilities (undiscounted) outstanding as at December 31, 2014:

< 1 year
    
    
    1 to 2 years
    
    
    2 to 5 years
    
    
    Thereafter
    
    
    TotalAccounts payable and accrued
      liabilities
    $
    4,743
    
    $
    -
    
    $
    -
    
    $
    - $
    
    
    4,743Loans and borrowings
    $
    1,622
    
    $
    1,612
    
    $
    16,546
    
    $
    -
    
    
    19,780$
    6,365
    
    $
    1,612
    
    $
    16,546
    
    $
    - $
    
    
    24,523


- 22 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

|(e) | Foreign Currency Risk:
|--- | ----------------------

The foreign exchange risk relates to the risk that the value of
financial commitments, recognized assets or liabilities will fluctuate due to
changes in foreign currency rates. The Company does not use any derivative
instruments to reduce its exposure to fluctuations in foreign currency exchange
rates.

The following table summarizes, in United States dollar
equivalents, the Companys major foreign currency (Cdn$) exposures as of
December 31, 2014:

Cash and cash equivalents
    $
    1,248Accounts payable and accrued liabilities
    
    (801
    )Loans and borrowings
    
    (15,740
    )Total
    $
    (15,293
    )


The table below summarizes a sensitivity analysis for
significant unsettled currency risk exposure with respect to the Companys
financial instruments as at December 31, 2014 with all other variables held
constant. It shows how net income would have been affected by changes in the
relevant risk variable that were reasonably possible at that date.

Change for
    
    
    Increase (decrease) in otherSensitivity Analysis
    
    
    comprehensive incomeStrengthening net earnings
    
    +1% change in
      U.S. dollar
    
    
    $206Weakening net earnings
    
    -1% change in U.S. dollar
    
    
    ($206)


|f) | Interest rate risk:
|-- | -------------------

The Company is also exposed to an interest rate risk associated
with the convertible debentures which is based on the spot market price of
U3O8. The Company does not use derivatives to manage
interest rate risk. The following chart displays the interest rate at various
U3O8price levels.

UxC U3O8Weekly Indicator Price
    
    Annual Interest RateUp to $54.99
    
    8.50%$55.00  $59.99
    
    9.00%$60.00  $64.99
    
    9.50%$65.00  $69.99
    
    10.00%$70.00  $74.99
    
    10.50%$75.00  $79.99
    
    11.00%$80.00  $84.99
    
    11.50%$85.00  $89.99
    
    12.00%$90.00  $94.99
    
    12.50%$95.00  $99.99
    
    13.00%$100 and above
    
    13.50%


- 23 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

|(g) | Capital management:
|--- | -------------------

The Companys objectives, when managing capital, are to
safeguard cash as well as maintain financial liquidity and flexibility in order
to preserve its ability to meet financial obligations and deploy capital to
develop its mining properties into production and to maintain investor, creditor
and market confidence to sustain the future development of the business. The
Company considers its capital structure to include share capital and working
capital.

|                     |  | December 31, |  |  | December 31, | 
|-------------------- |  | ------------ |  |  | ------------ | 
|                     |  | 2014         |  |  | 2013         | 
|                     |  | **$**        |  |  | **$**        | 
|Working Capital      |  | 38,604       |  |  | 33,481       | 
|Shareholders' equity |  | 96,858       |  |  | 137,133      | 

The Companys financial strategy is designed to maintain a
flexible capital structure consistent with the objectives stated above and to
respond to business growth opportunities and changes in economic conditions. In
order to maintain or adjust its capital structure, the Company may, from time to
time, issue new shares, issue new debt (secured, unsecured, convertible and/or
other types of debt instruments), acquire or dispose of assets or adjust its
capital spending to manage its ability to continue as a going concern.

As of December 31, 2014, the Company is not subject to any
externally imposed capital requirements.

RISK FACTORS

There are a number of factors that could negatively affect
Energy Fuels business and the value of its securities, including the factors
listed below. The following information pertains to the outlook and conditions
currently known to Energy Fuels that could have a material impact on the
financial condition of Energy Fuels. Other factors may arise in the future that
are currently not foreseen by management of Energy Fuels that may present
additional risks in the future. Current and prospective security holders of
Energy Fuels should carefully consider these risk factors.

Uranium and Vanadium Price Fluctuations

The results of the Companys operations are significantly
affected by the market price of uranium and vanadium which are cyclical and
subject to substantial price fluctuations. The Companys earnings and operating
cash flow are and will be particularly sensitive to the change in the long and
short term market price of uranium and vanadium. Among other factors, these
prices also affect the value of the Companys resources, reserves and
inventories, as well as the market price of the Companys common shares.

Market prices are affected by numerous factors beyond the
Companys control. With respect to uranium, such factors include, among others:
demand for nuclear power; political and economic conditions in uranium producing
and consuming countries; public and political response to a nuclear incident;
reprocessing of used reactor fuel, the re-enrichment of depleted uranium tails
and the enricher practice of underfeeding; sales of excess civilian and military
inventories (including from the dismantling of nuclear weapons; the premature
decommissioning of nuclear power plants; and from the build-up of Japanese
utility uranium inventories as a result of the Fukushima incident) by
governments and industry participants; uranium supply, including the supply from
other secondary sources; and production levels and costs of production. With
respect to vanadium, such factors include, among others: demand for steel; the
potential for vanadium to be used in advanced battery technologies; political
and economic conditions in vanadium producing and consuming countries; world
production levels; and costs of production. Other factors relating to both the
price of uranium and vanadium include: levels of supply and demand for a broad
range of industrial products; substitution of new or different products in
critical applications for the Companys existing products; expectations with
respect to the rate of inflation; the relative strength of the US dollar and of
certain other currencies; interest rates; global or regional political or
economic crises; regional and global economic conditions; and sales of uranium
and vanadium by holders in response to such factors. If prices should decline
below the Companys cash costs of production and remain at such levels for any
sustained period, the Company may determine that it is not economically feasible
to continue commercial production at any or all of the Companys mines or other
facilities and may also be required to look for alternatives other than cash
flow to maintain the Companys liquidity until prices recover. The Companys
expected levels of production and business activity are dependent on the
Companys and industrys expectations of uranium and vanadium prices, which may
not be realized or may change. In the event the Company concludes that a
significant deterioration in expected future uranium prices has occurred, the
Company will assess whether an impairment allowance is necessary which, if
required, could be material.

- 24 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

The recent fluctuations in the price of many commodities is an
example of a situation over which the Company has no control and which could
materially adversely affect the Company in a manner for which it may not be able
to compensate. There can be no assurance that the price of any minerals produced
from the Companys properties will be such that any deposits can be mined at a
profit.

The Companys profitability is directly related to the market
price of uranium and vanadium produced. The Company may from time to time
undertake commodity and currency hedging programs, with the intention of
maintaining adequate cash flows and profitability to contribute to the long term
viability of the business. The Company anticipates selling forward in the
ordinary course of business if, and when, the Company has sufficient assets and
production to support forward sale arrangements. There are, however, risks
associated with forward sale programs. If the Company does not have sufficient
production to meet its forward sale commitments, it may have to buy or borrow
(for later delivery back from production) sufficient product in the spot market
to deliver under the forward sales contracts, possibly at higher prices than
provided for in the forward sales contracts, or potentially default on such
deliveries. In addition, under forward contracts, the Company may be forced to
sell at prices that are lower than the prices that may be available on the spot
market when such deliveries are completed. Although the Company may employ
various pricing mechanisms within its sales contracts to manage its exposure to
price fluctuations, there can be no assurance that such mechanisms will be
successful.

Term Sales Contracts

The Company has entered into term sales contracts for a portion
of its uranium production. Those contracts, which have historically resulted in
uranium sales at prices in excess of spot prices, have fixed terms. There can be
no guarantee that the Company will be able to extend the terms of those
contracts or enter into new term sales contracts in the future on terms and
conditions suitable to the Company. The failure to renew existing term sales
contracts or enter into new term sales contracts on suitable terms could
adversely impact the Companys operations and production decisions, and
resulting cash flows and income.

Global Economic Conditions

In the event of a general economic downturn or a recession,
there can be no assurance that the business, financial condition and results of
operations of the Company would not be materially adversely affected. During the
past several years, the global economy faced a number of challenges. During, the
global financial crisis of 2007-8 economic problems in the United States and
Eurozone caused a deterioration in the global economy, as numerous commercial
and financial enterprises either went into bankruptcy or creditor protection or
had to be rescued by governmental authorities. Access to public financing was
negatively impacted by sub-prime mortgage defaults in the United States, the
liquidity crisis affecting the asset-backed commercial paper and collateralized
debt obligation markets, and massive investment losses by banks with resultant
recapitalization efforts. Although economic conditions have shown improvement in
recent years, the global recovery from the recession has been slow and uneven.
The effects of the global financial crisis continue to limit growth. In
addition, increasing levels of government debt, slowing economic growth in
certain key regions including China, the threat of sovereign defaults including
Greece, and political instability in Eastern Europe continue to weigh on
markets. These factors continue to impact commodity prices, including uranium
and vanadium, as well as currencies and global debt and stock markets.

These factors may impact the Companys ability to obtain
equity, debt or bank financing on terms commercially reasonable to the Company,
or at all. Additionally, these factors, as well as other related factors, may
cause decreases in asset values that are deemed to be other than temporary,
which may result in impairment losses. If these increased levels of volatility
and market turmoil continue, or there is a material deterioration in general
business and economic conditions, the Companys operations could be adversely
impacted and the trading price of the Companys securities could continue to be
adversely affected.

Market Price of Shares

Securities of mining companies have experienced substantial
volatility in the past, often based on factors unrelated to the financial
performance or prospects of the companies involved. These factors include
macroeconomic conditions in North America and globally, and market perceptions
of the attractiveness of particular industries. The price of the Companys
securities is also likely to be significantly affected by short-term changes in
uranium and vanadium prices, changes in industry forecasts of uranium and vanadium prices,
other mineral prices, currency exchange fluctuation, or in its financial
condition or results of operations as reflected in its periodic earnings
reports. Other factors unrelated to the performance of the Company that may have
an effect on the price of the securities of the Company include the following:
the extent of analytical coverage available to investors concerning the business
of the Company may be limited if investment banks with research capabilities do
not follow the Companys securities; lessening in trading volume and general
market interest in the Companys securities may affect an investor's ability to
trade significant numbers of securities of the Company; the size of the
Companys public float and its inclusion in market indices may limit the ability
of some institutions to invest in the Company's securities; and a substantial
decline in the price of the securities of the Company that persists for a
significant period of time could cause the Companys securities to be delisted
from an exchange, further reducing market liquidity. If an active market for the
securities of the Company does not continue, the liquidity of an investor's
investment may be limited and the price of the securities of the Company may
decline. If an active market does not exist, investors may lose their entire
investment in the Company. As a result of any of these factors, the market price
of the securities of the Company at any given point in time may not accurately
reflect the long-term value of the Company. Securities class-action litigation
often has been brought against companies in periods of volatility in the market
price of their securities, and following major corporate transactions or mergers
and acquisitions.. The Company may in the future be the target of similar
litigation. Securities litigation could result in substantial costs and damages
and divert management's attention and resources.

- 25 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Governmental Regulation and Policy Risks

Exploration, development, mining and milling of minerals and
the transportation and handling of the products produced are subject to
extensive federal, state and local laws and regulations governing, among other
things; acquisition of the mining interests; maintenance of claims; tenure;
expropriation; prospecting; exploration; development; mining; milling and
production; price controls; exports; imports; taxes and royalties; labor
standards; occupational health; waste disposal; toxic substances; water use;
land use; Native American land claims; environmental protection and remediation;
endangered and protected species; mine and mill decommissioning and reclamation;
mine safety; transportation safety and emergency response; and other matters.
Compliance with such laws and regulations has increased the costs of exploring,
drilling, developing, constructing, operating and closing the Companys mines
and processing facilities. It is possible that, in the future, the costs, delays
and other effects associated with such laws and regulations may impact the
Companys decision as to whether to operate existing mines, or, with respect to
exploration and development properties, whether to proceed with exploration or
development, or that such laws and regulations may result in the Company
incurring significant costs to remediate or decommission properties that do not
comply with applicable environmental standards at such time. The Company expends
significant financial and managerial resources to comply with such laws and
regulations. The Company anticipates it will have to continue to do so as the
historic trend toward stricter government regulation may continue. There can be
no assurance that future changes in applicable laws and regulations will not
adversely affect the operations or financial condition of the Company. New laws
and regulations, amendments to existing laws and regulations or more stringent
implementation of existing laws and regulations, including through stricter
license and permit conditions, could have a material adverse impact on the
Company, increase costs, cause a reduction in levels of, or suspension of,
production and/or delay or prevent the development of new mining properties.

Mining is subject to potential risks and liabilities associated
with pollution of the environment and the disposal of waste products occurring
as a result of mineral exploration, mining and production. Environmental
liability may result from mining activities conducted by others prior to the
Companys ownership of a property. Failure to comply with applicable laws,
regulations and permitting requirements may result in enforcement actions. These
actions may result in orders issued by regulatory or judicial authorities
causing operations to cease or be curtailed, and may include corrective measures
requiring capital expenditures, installation of additional equipment or remedial
actions. Companies engaged in uranium exploration operations may be required to
compensate others who suffer loss or damage by reason of such activities and may
have civil or criminal fines or penalties imposed for violations of applicable
laws or regulations. Should the Company be unable to fully fund the cost of
remedying an environmental problem, it might be required to suspend operations
or enter into interim compliance measures pending completion of the required
remedy, which could have a material adverse effect on the Company. To the extent
that the Company is subject to uninsured environmental liabilities, the payment
of such liabilities would reduce otherwise available earnings and could have a
material adverse effect on the Company. In addition, the Company does not have
coverage for certain environmental losses and other risks as such coverage
cannot be purchased at a commercially reasonable cost. Compliance with
applicable environmental laws and regulations requires significant expenditures
and increases mine development and operating costs

- 26 -

---

|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Worldwide demand for uranium is directly tied to the demand for
electricity produced by the nuclear power industry, which is also subject to
extensive government regulation and policies. The development of mines and
related facilities is contingent upon governmental approvals that are complex
and time consuming to obtain and which, depending upon the location of the
project, involve multiple governmental agencies. The duration and success of
such approvals are subject to many variables outside the Companys control. Any
significant delays in obtaining or renewing such permits or licenses in the
future could have a material adverse effect on the Company. In addition, the
international marketing of uranium is subject to governmental policies and
certain trade restrictions, such as those imposed by the suspension agreement
between the United States and Russia. Changes in these policies and restrictions
may adversely impact the Companys business.

Public Acceptance of Nuclear Energy and Competition from
Other Energy Sources

Growth of the uranium and nuclear industry will depend upon
continued and increased acceptance of nuclear technology as a means of
generating electricity. Because of unique political, technological and
environmental factors that affect the nuclear industry, including the risk of a
nuclear incident, the industry is subject to public opinion risks that could
have an adverse impact on the demand for nuclear power and increase the
regulation of the nuclear power industry. Nuclear energy competes with other
sources of energy, including oil, natural gas, coal, hydro-electricity and
renewable energy sources. These other energy sources are to some extent
interchangeable with nuclear energy, particularly over the longer term.
Sustained lower prices of oil, natural gas, coal and hydroelectricity may result
in lower demand for uranium concentrates. Technical advancements in renewable
and other alternate forms of energy, such as wind and solar power, could make
these forms of energy more commercially viable and put additional pressure on
the demand for uranium concentrates.

Uranium Industry Competition and International Trade
Restrictions

The international uranium industry, including the supply of
uranium concentrates, is competitive. The Company markets uranium in direct
competition with supplies available from a relatively small number of uranium
mining companies, from nationalized uranium companies, from uranium produced as
a byproduct of other mining operations, from excess inventories, including
inventories made available from decommissioning of nuclear weapons, from
reprocessed uranium and plutonium, from used reactor fuel, and from the use of
excess Russian enrichment capacity to re-enrich depleted uranium tails held by
European enrichers in the form of UF6. A large quantity of current World
production is inelastic, in that uranium market prices have little effect on the
quantity supplied. The supply of uranium from Russia and from certain republics
of the former Soviet Union is, to some extent, impeded by a number of
international trade agreements and policies. These agreements and any similar
future agreements, governmental policies or trade restrictions are beyond the
control of the Company and may affect the supply of uranium available in the
United States and Europe.

Ability to Maintain Obligations Under Debentures and Other
Debt

The Company may from time to time enter into arrangements to
borrow money in order to fund its operations and expansion plans, and such
arrangements may include covenants that restrict its business in some way.
Events may occur in the future, including events out of the Companys control
that would cause the Company to fail to satisfy its obligations under its
existing Debentures or other debt instruments. In such circumstances, or if the
Company were to default on its obligations under the Debentures or other debt
instruments, the amounts drawn under the Companys debt agreements may become
due and payable before the agreed maturity date, and the Company may not have
the financial resources to repay such amounts when due.

Further, although most, but not all, of the Companys
reclamation obligations are bonded, and cash and other assets of the Company
have been reserved to secure a portion but not all of this bonded amount, to the
extent the bonded amounts are not fully collateralized, the Company will be
required to come up with additional cash to perform its reclamation obligations
when they occur. In addition, the bonding companies have the right to require
increases in collateral at any time upon 30-days notice to the Company, failure
of which would constitute a default under the bonds. In such circumstances, the
Company may not have the financial resources to perform such reclamation
obligations or to increase such collateral when due.

Additional Funding Requirements

The Company may need additional financing in connection with
the implementation of its business and strategic plans from time to time. The
exploration and development of mineral properties and the ongoing operation of
mines, requires a substantial amount of capital and may depend on the Companys
ability to obtain financing through joint ventures, debt financing, equity
financing or other means. The Company may accordingly need further capital in
order to take advantage of further opportunities or acquisitions. The Companys
financial condition, general market conditions, volatile uranium and vanadium
markets, volatile interest rates, a claim against the Company, a significant
disruption to the Companys business or operations or other factors may make it
difficult to secure financing necessary for the expansion of mining activities
or to take advantage of opportunities for acquisitions. Further, continuing
volatility in the credit markets may increase costs associated with debt
instruments due to increased spreads over relevant interest rate benchmarks, or
may affect the ability of the Company, or third parties it seeks to do business
with, to access those markets. There is no assurance that the Company will be
successful in obtaining required financing as and when needed on acceptable
terms, if at all.

- 27 -

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|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Dilution from Further Equity Financing

If the Company raises additional funding by issuing additional
equity securities or securities convertible, exercisable or exchangeable for
equity securities, such financing may substantially dilute the interests of
shareholders of the Company and reduce the value of their investment.

Nature of Exploration and Development, Expansion Projects
and Restarting Projects

The exploration and development of mineral deposits, the
expansion of projects and restarting projects involves significant financial
risks. Development of any of the exploration properties in which the Company has
an interest will only follow upon obtaining satisfactory exploration results.
The exploration and development of mineral deposits involve significant
financial risks over an extended period of time, which even a combination of
careful evaluation, experience and knowledge may not eliminate. While discovery
of a mine may result in substantial rewards, few properties which are explored
are ultimately developed into producing mines. Major expenses may be required to
establish mineral resources and mineral reserves by drilling and to construct
mining and processing facilities at a site. It is impossible to ensure that the
current or proposed exploration programs on the Companys mineral resource
properties will result in a profitable commercial mining operation.

Whether a mineral deposit will be commercially viable depends
on a number of factors, which include, among other things: the accuracy of
reserve estimates; the particular attributes of the deposit, such as its size
and grade; ability to economically recover commercial quantities of the
minerals; proximity to infrastructure; financing costs and governmental
regulations, including regulations relating to prices, taxes, royalties;
infrastructure; land use; importing and exporting and environmental protection.
The development, expansion and restarting of projects are also subject to the
successful completion of engineering studies, the issuance of necessary
governmental permits, the availability of adequate financing, that the correct
estimation of engineering and construction timetables and capital costs for the
Companys development and expansion projects, including restarting projects on
standby, and such construction timetables and capital costs not being affected
by unforeseen circumstances. The effect of these factors cannot be accurately
predicted, but the combination of these factors may result in the Company not
receiving an adequate return on invested capital.

It is possible that actual costs and economic returns of
current and new mining operations may differ materially from the Companys best
estimates. It is not unusual in the mining industry for new mining operations to
experience unexpected problems during the start-up phase, take much longer than
originally anticipated to bring into a producing phase, and to require more
capital than anticipated.

The Companys Mineral Reserves and Resources are
Estimates

Mineral reserves and resources are statistical estimates of
mineral content, based on limited information acquired through drilling and
other sampling methods, and require judgmental interpretations of geology.
Successful extraction requires safe and efficient mining and processing. The
Companys mineral reserves and resources are estimates, and no assurance can be
given that the estimated reserves and resources are accurate or that the
indicated level of uranium or vanadium will be produced. Such estimates are, in
large part, based on interpretations of geological data obtained from drill
holes and other sampling techniques. Actual mineralization or formations may be
different from those predicted. Further, it may take many years from the initial
phase of drilling before production is possible, and during that time the
economic feasibility of exploiting a discovery may change.

- 28 -

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|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Mineral reserve and resource estimates for properties that have
not commenced production are based, in many instances, on limited and widely
spaced drill-hole information, which is not necessarily indicative of the
conditions between and around drill holes. Accordingly, such mineral resource
estimates may require revision as more drilling information becomes available or
as actual production experience is gained. It should not be assumed that all or
any part of the Companys mineral resources constitute or will be converted into
reserves. Market price fluctuations of uranium or vanadium as applicable, as
well as increased production and capital costs or reduced recovery rates, may
render the Companys proven and probable reserves unprofitable to develop at a
particular site or sites for periods of time or may render mineral reserves
containing relatively lower grade mineralization uneconomic.

Environmental Regulatory Requirements and Risk

The Company is required to comply with environmental protection
laws and regulations and permitting requirements promulgated by federal agencies
and various states and counties in which the Company operates, in connection
with mining and milling operations. The uranium industry is subject not only to
the worker health and safety and environmental risks associated with all mining
businesses, but also to additional risks uniquely associated with uranium mining
and milling. The Company expends significant resources, both financial and
managerial, to comply with these laws and regulations. The possibility of more
stringent regulations exists in the areas of worker health and safety, storage
of hazardous materials, standards for heavy equipment used in mining or milling,
the disposition of wastes, the decommissioning and reclamation of exploration,
mining, milling and in-situ sites, climate change and other environmental
matters, each of which could have a material adverse effect on the cost or the
viability of a particular project.

The Company cannot predict what environmental legislation,
regulations or policies will be enacted or adopted in the future or how future
laws and regulations will be administered or interpreted. The recent trend in
environmental legislation and regulation is generally toward stricter standards,
and this trend is likely to continue in the future. This recent trend includes,
without limitation, laws and regulations relating to air and water quality, mine
reclamation, waste handling and disposal, the protection of certain species and
the preservation of certain lands. These regulations may require the acquisition
of permits or other authorizations for certain activities. These laws and
regulations may also limit or prohibit activities on certain lands. Compliance
with more stringent laws and regulations, as well as potentially more vigorous
enforcement policies, stricter interpretation of existing laws and stricter
permit and license conditions, may necessitate significant capital outlays, may
materially affect the Companys results of operations and business or may cause
material changes or delays in the Companys intended activities. There can be no
assurance of the Companys continued compliance or ability to meet stricter
environmental laws and regulations and permit or license conditions. Delays in
obtaining permits and licenses could impact expected production levels or
increases in expected production levels.

The Companys operations may require additional analysis in the
future including environmental, cultural and social impact and other related
studies. Certain activities require the submission and approval of environmental
impact assessments. The Company cannot provide assurance that it will be able to
obtain or maintain all necessary permits that may be required to continue
operations or exploration and development of its properties or, if feasible, to
commence construction or operation of mining facilities at such properties on
terms that enable operations to be conducted at economically justifiable costs.
If the Company is unable to obtain or maintain, licenses, permits or other
rights for development of its properties, or otherwise fails to manage
adequately future environmental issues, its operations could be materially and
adversely affected.

Opposition to Mining may Disrupt Business Activity

In recent years, governmental and non-governmental agencies,
individuals, communities and courts have become more vocal and active with
respect to their opposition of certain mining and business activities including
with respect to production at the Company's facilities, such as the White Mesa
Mill and the Canyon Project. This opposition may take on forms such as road
blockades, applications for injunctions seeking work stoppages, refusals to
grant access to lands or to sell lands on commercially viable terms, lawsuits
for damages or to revoke or modify licenses and permits, issuances of
unfavourable laws and regulations, and other rulings contrary to the Companys
interest. These actions can occur in response to current activities or in
respect of mines that are decades old. In addition, these actions can occur in
response to activities of the Company or the activities of other unrelated
entities. Opposition to the Companys activities may also result from general
opposition to nuclear energy. Opposition to the Companys business activities
are beyond the Companys control. Any opposition to the Companys business
activities may cause a disruption to the Companys business activities and may
result in increased costs and this could have a material adverse effect on the
Companys business and financial condition.

- 29 -

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|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Competition for Properties and Experienced
Employees

The Company competes with other mining companies and
individuals for capital, mining interests on exploration properties and
undeveloped lands, acquisitions of mineral resources and reserves and other
mining assets, which may increase its cost of acquiring suitable claims,
properties and assets, and the Company also competes with other mining companies
to attract and retain key executives and employees. There can be no assurance
that the Company will continue to be able to compete successfully with its
competitors in acquiring such properties and assets or in attracting and
retaining skilled and experienced employees. The mining industry has been
impacted by increased worldwide demand for critical resources such as input
commodities, drilling equipment, tires and skilled labour, and these shortages
have caused unanticipated cost increases and delays in delivery times, thereby
impacting operating costs, capital expenditures and production schedules.

Litigation and Other Legal Proceedings

The Company is subject to litigation and other legal
proceedings arising in the normal course of business and may be involved in
disputes with other parties in the future which may result in litigation. The
causes of potential future litigation and legal proceedings cannot be known and
may arise from, among other things, business activities, environmental laws,
permitting and licensing activities, volatility in stock prices or failure to
comply with disclosure obligations. The results of litigation and proceedings
cannot be predicted with certainty, and may include potential injunctions
pending the outcome of such litigation and proceedings. If the Company is unable
to resolve these disputes favourably, it may have a material adverse impact on
the Companys financial performance, cash flow and results of operations.

Decommissioning and Reclamation

As owner and operator of the White Mesa Mill and numerous
uranium and uranium/vanadium mines located in the United States and certain
exploration properties, and for so long as the Company remains an owner thereof,
the Company is obligated to eventually reclaim or participate in the reclamation
of such properties. Most, but not all, of the Companys reclamation obligations
are bonded, and cash and other assets of the Company have been reserved to
secure a portion but not all of this bonded amount. Although the Companys
financial statements will record a liability for the asset retirement
obligation, and the bonding requirements are generally periodically reviewed by
applicable regulatory authorities, there can be no assurance or guarantee that
the ultimate cost of such reclamation obligations will not exceed the estimated
liability to be provided on the Companys financial statements. Further, to the
extent the bonded amounts are not fully collateralized, the Company will be
required to come up with additional cash to perform its reclamation obligations
when they occur.

Decommissioning plans for the Companys properties have been
filed with applicable regulatory authorities. These regulatory authorities have
accepted the decommissioning plans in concept, not upon a detailed performance
forecast, which has not yet been generated. As the Companys properties approach
or go into decommissioning, further regulatory review of the decommissioning
plans may result in additional decommissioning requirements, associated costs
and the requirement to provide additional financial assurances. It is not
possible to predict what level of decommissioning and reclamation (and financial
assurances relating thereto) may be required in the future by regulatory
authorities.

Technical Innovation and Obsolescence

Requirements for the Companys products and services may be
affected by technological changes in nuclear reactors, enrichment and used
uranium fuel reprocessing. These technological changes could reduce the demand
for uranium. In addition, the Companys competitors may adopt technological
advancements that give them an advantage over the Company.

Property Title Risk

The Company has investigated its rights to explore and exploit
all of its material properties and, to the best of its knowledge, those rights
are in good standing. However, no assurance can be given that such rights will
not be revoked, or significantly altered, to the Companys detriment. There can
also be no assurance that the Companys rights will not be challenged or
impugned by third parties, including by local governments.

- 30 -

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|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

The validity of unpatented mining claims on U.S. public lands
is sometimes difficult to confirm and may be contested. Due to the extensive
requirements and associated expense required to obtain and maintain mining
rights on U.S. public lands, the Company's U.S. properties are subject to
various title uncertainties which are common to the industry or the geographic
location of such claims, with the attendant risk that there may be defects in
its title. In addition, the Secretary of the Interior has withdrawn certain
lands around the Grand Canyon National Park from location and entry under the
Mining Laws. All of the Companys material Arizona Strip properties, other than
the Wate Property, are located on these withdrawn lands. No new mining claims
may be filed on the withdrawn lands and no new plans of operations may be
approved, other than plans of operations on mining claims that were valid at the
time of withdrawal and that remain valid at the time of plan approval. Whether
or not a mining claim is valid must be determined by a mineral examination
conducted by BLM or USFS, as applicable. The mineral examination, which involves
an economic evaluation of a project, must demonstrate the existence of a
locatable mineral resource and that the mineral resource constitutes discovery
of a valuable mineral deposit. The Company believes that all of its material
Arizona Strip projects are on valid mining claims that would withstand a mineral
examination. Further, the Companys Arizona 1 and Pinenut mines have approved
plans of operations which, absent modification, would not require a mineral
examination. Although the Companys Canyon Project also has an approved plan of
operations, which, absent modification, would not require a mineral examination,
the USFS performed a mineral examination at that mine in 2012, and concluded
that the underlying mining claims were valid existing rights. However, market
conditions may postpone or prevent the performance of mineral examinations on
certain other properties and, if a mineral examination is performed on a
property, there can be no guarantee that the mineral examination would not
result in one or more of the Companys mining claims being considered invalid,
which could prevent a project from proceeding.

Certain of the Company's properties, or significant portions
thereof, such as Section 16 of the Roca Honda property, are State mineral leases
that have fixed terms. There can be no guaranty that the Company will be able to
renew or extend such leases on favorable terms or at all. The failure to renew
any such leases could have a material adverse effect on the Company and its
operations.

Access to Properties

The Company is currently in the process of negotiating access
rights to certain of its properties, such as Section 16 of the Roca Honda
project and the Wate Project, with private landholders. There can be no guaranty
that the Company will be able to negotiate such access rights on favorable terms
or at all. The failure to negotiate such access rights could have a material
adverse effect on the Company and its operations.

Foreign Currency Risks

The Companys operations are subject to foreign currency
fluctuations. The Companys operating expenses and revenues are primarily
incurred in U.S. dollars, while some of its cash balances and expenses are
measured in Canadian dollars. The fluctuation of the Canadian dollar in relation
to the U.S. dollar will consequently have an impact upon the profitability of
the Company and may also affect the value of the Companys assets and
shareholders equity.

Acquisition and Post-Acquisition Success

The proposed acquisition or Uranerz by the Company may not
be completed as anticipated, and, as a result the Company may not realize the
anticipated benefits from that transaction, and will have expended significant
transaction costs to no avail. In addition, the Company may not realize the
anticipated benefits of acquiring the US Mining Division in 2012 or completing
the Strathmore Acquisition in 2013, due to integration and operational
challenges, and to decreases in commodity prices that have required the Company
to place a number of acquired mines on standby and to defer permitting and
development activities on certain other acquired assets, until market conditions
warrant otherwise. The success of the Company following those acquisitions will
depend in large part on the success of the Companys management in integrating
the US Mining Division and the Strathmore assets into the Company. The failure
of the Company to achieve such integration and to mine or advance such assets
could result in the failure of the Company to realize the anticipated benefits
of the Denison Acquisition and Strathmore Acquisition and could impair the
results of operations, profitability and financial results of the Company.

- 31 -

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|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Production Estimates and Production Efficiency

The Company may from time to time prepare estimates of future
production or increases in production for particular operations, or relating to
the Companys ability to increase production in response to increases in
commodity prices, as market conditions warrant or otherwise. No assurance can be
given that any such production estimates will be achieved nor can assurance be
given that production or production increases will be achieved in a cost
effective or timely manner. Failure to achieve production estimates or failure
to achieve production in a cost effective or timely manner could have an adverse
impact on the Companys future cash flows, earnings, results of operations and
financial condition. These production estimates are based on, among other
things, the following factors: the accuracy of mineral reserve estimates; the
accuracy of assumptions regarding ground conditions and physical characteristics
of ores, such as hardness and presence or absence of particular metallurgical
characteristics; the accuracy of estimated rates and costs of mining and
processing; assumptions as to future commodity prices; assumptions relating to
changes in laws, regulations or policies, or lack thereof, that could impact the
cost and time required to obtain regulatory approvals, licenses and permits;
assumptions relating to obtaining required licenses and permits in a timely
manner, including the time required to satisfy environmental analyses,
consultations and public input processes; assumptions relating to challenges to
or delays in the licensing and permitting process; and assumptions regarding any
appeals or lack thereof, or injunctions or lack thereof, relating to any
approvals, licenses or permits.

The Companys actual production may vary from estimates for a
variety of reasons, including, among others: actual ore mined varying from
estimates of grade, tonnage, dilution and metallurgical and other
characteristics; short term operating factors relating to the mineral reserves,
such as the need for sequential development of ore bodies and the processing of
new or different ore grades; risk and hazards associated with mining; natural
phenomena, such as inclement weather conditions, underground floods,
earthquakes, pit wall failures and cave-ins; unexpected labor shortages or
strikes; varying conditions in the commodities markets; and delays in obtaining
or denial, challenges or appeals of regulatory approvals, licenses and permits
or renewals of existing approvals, licenses or permits.

Dependence on Issuance of Mill License Amendments and
Renewals

The Company maintains regulatory licenses and permits in order
to operate its White Mesa Mill, all of which are subject to renewal from time to
time and are required in order for the Company to operate in compliance with
applicable laws and regulations. In addition, depending on the Companys
business requirements, it may be necessary or desirable to seek amendments to
one or more of its licenses or permits from time to time. While the Company has
been successful in renewing its licenses and permits on a timely basis in the
past and in obtaining such amendments as have been necessary or desirable, there
can be no assurance that such license and permit renewals and amendments will be
issued by applicable regulatory authorities on a timely basis or at all in the
future.

Mining, Milling and Insurance

The operations of the Company are subject to all of the hazards
and risks normally incidental to exploration, development and mining of mineral
properties, and milling, including: environmental hazards; industrial accidents;
labor disputes, disturbances and unavailability of skilled labor; encountering
unusual or unexpected geologic formations; rock bursts, pressures, cave-ins,
flooding; periodic interruptions due to inclement or hazardous weather
conditions; technological and processing problems, including unanticipated
metallurgical difficulties, ground control problems, process upsets and
equipment malfunctions; the availability and/or fluctuations in the costs of raw
materials and consumables used in the Companys production processes; the
ability to procure mining equipment and operating supplies in sufficient
quantities and on a timely basis; and other mining, milling and processing
risks, as well as risks associated with the Companys dependence on third
parties in the provision of transportation and other critical services. Many of
the foregoing risks and hazards could result in damage to, or destruction of,
the Companys mineral properties or processing facilities, personal injury or
death, environmental damage, delays in or interruption of or cessation of
production from the Companys mines or processing facilities or in its
exploration or development activities, delay in or inability to receive
regulatory approvals to transport its uranium concentrates, or costs, monetary
losses and potential legal liability and adverse governmental action. In
addition, due to the radioactive nature of the materials handled in uranium
mining and processing, additional costs and risks are incurred by the Company on
a regular and ongoing basis.

While the Company may obtain insurance against certain risks in
such amounts as it considers adequate, the nature of these risks are such that
liabilities could exceed policy limits or could be excluded from coverage. There
are also risks against which the Company cannot insure or against which it may
elect not to insure. The potential costs which could be associated with any
liabilities not covered by insurance or in excess of insurance coverage or
compliance with applicable laws and regulations may cause substantial delays and
require significant capital outlays, adversely affecting the future earnings,
financial position and competitive position of the Company. No assurance can be
given that such insurance will continue to be available or will be available at
economically feasible premiums or that it will provide sufficient coverage for
losses related to these or other risks and hazards. This lack of insurance
coverage could result in material economic harm to the Company.

- 32 -

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|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Replacement of Mineral Reserves and Resources and
Availability of Alternate Feed Materials

The Companys mineral reserves and resources at its Roca Honda,
Arizona Strip, EZ Complex, Sage Plain, Henry Mountains, Daneros, Sheep Mountain,
Gas Hills, Juniper Ridge, Whirlwind, and La Sal projects are the Companys
primary sources (and potential sources) of uranium concentrates. Unless other
mineral reserves and resources are discovered or extensions to existing ore
bodies are found, the Companys sources of production for uranium concentrates
will decrease over time as its current mineral reserves and resources are
depleted. There can be no assurance that the Companys future exploration,
development and acquisition efforts will be successful in replenishing its
mineral reserves and resources. In addition, while the Company believes that
many of its properties will eventually be put into production, there can be no
assurance that they will be or that they will be able to replace current
production.

The Company also produces uranium from processing alternate
feed materials at its White Mesa Mill. There can be no assurance that additional
sources of alternate feed materials will be forthcoming in the future on
commercially acceptable terms or otherwise, or that the Company will be
successful in receiving all required regulatory approvals, licenses and permits
on a timely basis to allow for the receipt and processing of any such alternate
feed materials.

Credit Risk

The Companys sales of uranium and vanadium products expose
the Company to the risk of non-payment. The Company manages this risk by
monitoring the credit worthiness of its customers and requiring pre-payment or
other forms of payment security from customers with an unacceptable level of
credit risk.

Dependence on Key Personnel and Qualified and Experienced
Employees

The Companys success will largely depend on the efforts and
abilities of certain senior officers and key employees, some of which are
approaching retirement. Certain of these individuals have significant experience
in the uranium industry. The number of individuals with significant experience
in this industry is small. While the Company does not foresee any reason why
such officers and key employees will not remain with the Company, other than
through retirement, if for any reason they do not, the Company could be
adversely affected. The Company has not purchased key man life insurance for any
of these individuals, other than for the Chief Executive Officer.

The Companys success will also depend on the availability of
qualified and experienced employees to work in the Companys operations and the
Companys ability to attract and retain such employees. The number of
individuals with relevant mining and operational experience in this industry is
small.

Disclosure and Internal Controls

Internal controls over financial reporting are procedures
designed to provide reasonable assurance that transactions are properly
authorized, assets are safeguarded against unauthorized or improper use, and
transactions are properly recorded and reported. Disclosure controls and
procedures are designed to ensure that information required to be disclosed by a
company in reports filed with securities regulatory agencies is recorded,
processed, summarized and reported on a timely basis and is accumulated and
communicated to a companys management, including its chief executive officer
and chief financial officer, as appropriate, to allow timely decisions regarding
required disclosure. A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance with respect to the
reliability of reporting, including financial reporting and financial statement
preparation.

Dependence on Business Partners, Government and Third Party
Consents

The Company has a number of joint ventures and other business
relationships relating to its properties and projects, including key projects,
such as the Roca Honda Gas Hills and Wate projects, which can restrict the
ability of the Company to act unilaterally with respect to those projects in
certain circumstances. There can be no assurances that the Company will be able
to maintain relationships with its joint venture and business partners to allow
for satisfactory permitting, development, mining or milling relating to any such
projects. The Companys operations are also dependent from time to time on
receiving government and other third party consents and approvals. There can be
no assurances that all such consents and approvals will be forthcoming when
required.

- 33 -

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|ENERGY FUELS
      INC.                                               
|----------------------------------------------------------------------
|Managements Discussion and Analysis                                  
|Year Ended December 31, 2014                                          
|(Expressed in
      thousands of U.S. Dollars, Unless Otherwise Noted)

Conflicts of Interest

Some of the directors of the Company are also directors of
other companies that are similarly engaged in the business of acquiring,
exploring and developing natural resource properties. Such associations may give
rise to conflicts of interest from time to time. In particular, one of the
consequences will be that corporate opportunities presented to a director of the
Company may be offered to another company or companies with which the director
is associated, and may not be presented or made available to the Company. The
directors of the Company are required by law to act honestly and in good faith
with a view to the best interests of the Company, to disclose any interest which
they may have in any project or opportunity of the Company, and to abstain from
voting on such matter. Conflicts of interest that arise will be subject to and
governed by the procedures prescribed in the Companys Code of Ethics and by the
Business Corporations Act (Ontario).

Labor Relations

None of the Companys operations directly employ unionized
workers who work under collective agreements. However, there can be no assurance
that employees of the Company or its contractors do not become unionized in the
future, which may impact mill and mining operations. Any lengthy work stoppages
may have a material adverse impact on the Companys future cash flows, earnings,
results of operations and financial condition.

Infrastructure

Mining, processing, development and exploration activities
depend, to a substantial degree, on adequate infrastructure. Reliable roads,
bridges, power sources and water supply are important determinants affecting
capital and operating costs. The Company considers the existing infrastructure
to be adequate to support its proposed operations. However, unusual or
infrequent weather phenomena, sabotage, government or other interference in the
maintenance or provision of such infrastructure could adversely affect the
operations, financial condition and results of operations of the Company.

QUALIFIED PERSON

The disclosure of scientific and technical information
regarding Energy Fuels properties in this MD&A was prepared under the
supervision of Stephen P. Antony, P.E. President and Chief Executive Officer of
Energy Fuels, who is a Qualified Person in accordance with the requirements of
National Instrument 43-101.

- 34 -

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