ENERGY FUELS INC. MANAGEMENT INFORMATION CIRCULAR JULY 5, 2016

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1 These materials require Debentureholders to make important decisions and require your immediate attention. If you are in doubt as to what decision to make, please contact your financial, legal, income tax and/or other professional advisors. If you have any questions, or require more information, please contact Energy Fuels Inc. s investor relations department at (888) ENERGY FUELS INC. NOTICE OF MEETING OF HOLDERS OF FLOATING RATE CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE 2017 TO BE HELD ON THURSDAY, AUGUST 4, 2016 MANAGEMENT INFORMATION CIRCULAR JULY 5, 2016 THE BOARD OF DIRECTORS OF ENERGY FUELS INC. RECOMMENDS THAT THE DEBENTUREHOLDERS VOTE FOR THE DEBENTUREHOLDER RESOLUTION WHICH AUTHORIZES AND APPROVES THE DEBENTURE AMENDMENTS TO VOTE FOR THE DEBENTURE AMENDMENTS PLEASE USE ANY OF THE METHODS SET OUT ON THE ACCOMPANYING FORM OF PROXY OR VOTING INSTRUCTION FORM IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT THEREIN AS SOON AS PRACTICABLE AND IN ANY EVENT BY 10:00 A.M. (EASTERN TIME) ON AUGUST 2, 2016.

2 ENERGY FUELS INC. LETTER TO DEBENTUREHOLDERS July 5, 2016 Re: Debenture Amendments and Benefits to Debentureholders Dear holders of Floating Rate Convertible Unsecured Subordinated Debentures due 2017 (the Debentures ): You, as holders ( Debentureholders ) of the Debentures of Energy Fuels Inc. (the Corporation ) are being asked to consider certain resolutions (the Debentureholder Resolution ) that would authorize and approve certain amendments (the Debentureholder Amendments ) to the Corporation s Convertible Debenture Indenture dated July 24, 2012 (the Indenture ) between the Corporation and BNY Trust Company of Canada (the Debenture Trustee ) and to the Debentures, which, if approved by the Debentureholders, will: (i) extend the maturity date of the Debentures from June 30, 2017 to December 31, 2020; (ii) (iii) (iv) (v) (vi) reduce the conversion price of the Debentures from Cdn$15.00 to Cdn$4.15 per Common Share of the Corporation (resulting in a conversion rate of Common Shares per Cdn$1,000 principal amount of Debentures); add a redemption provision that will enable the Corporation, upon giving not less than 30 days notice to Debentureholders, to redeem the Debentures, for cash, in whole or in part at any time after June 30, 2019, but prior to maturity, at a price of 101% of the aggregate principal amount redeemed, plus accrued and unpaid interest (less any tax required by law to be deducted) on such Debentures up to but excluding the redemption date; add a right (the Put Right ) in favor of each Debentureholder to give the Debentureholders the option to require the Corporation to purchase, for cash, on the previous maturity date of June 30, 2017 (the Put Date ), up to 20% of the Debentures held by the Debentureholders at a price equal to 100% of the principal amount purchased plus accrued and unpaid interest (less any tax required by law to be deducted) on such Debentures up to, but excluding, the Put Date (collectively, the Total Put Price ); make certain amendments to the Indenture required by the U.S. Trust Indenture Act of 1939, as amended (the Trust Indenture Act ), and with respect to the addition of a U.S. Trustee in compliance therewith; and make certain other amendments to remove provisions of the Indenture that no longer apply, such as U.S. securities law restrictions that are no longer relevant. The Debenture Amendments are reflected in the Amended and Restated Convertible Debenture Indenture (the Amended Indenture ) to be entered into among the Corporation, the Debenture Trustee and The Bank of New York Mellon (as U.S. Trustee ) and the accompanying form of amended Debentures (the Amended Debentures ), all attached as Appendix B to the accompanying management information circular (the Circular ). If the Debentureholder Resolution is approved by the Debentureholders, the effective date of the

3 Debenture Amendments will be the date that the Corporation enters into the Amended Indenture. The Corporation intends to enter into the Amended Indenture as soon as possible following approval of the Debentureholder Resolution. Benefits of the Debenture Amendments The Board of Directors of the Corporation (the Board ) believes that the Debenture Amendments provide a number of benefits to the Corporation and its securityholders, including the Debentureholders. The Board expects that the Debenture Amendments, if approved by the Debentureholders, would provide the following advantages: - Extension of Maturity Date: The extension of the maturity date will afford Debentureholders a longer period of time during which to receive interest at a favorable rate. The extended term also creates additional value in the form of a significantly lower conversion price, and this improved conversion option is imbedded in the Debentures. - Attractive Interest Rate: Based on the current low interest rate environment and in light of other reinvestment opportunities available, the Corporation believes that maintaining the current sliding-scale interest rate based on published U 3 O 8 weekly spot prices, with a minimum 8.5% annual interest rate and a maximum 13.5% annual interest rate, represents an attractive yield to Debentureholders. - Decrease in Conversion Price: The conversion price of the Debentures is Cdn$15.00 while the conversion price of the Amended Debentures will be reduced to Cdn$4.15, and this increases the number of Common Shares underlying each $1,000 of principal amount of the Amended Debentures by approximately 261% from Common Shares to Common Shares, affording Debentureholders a more attractive price if the conversion option is exercised. - Option of Early Partial Repayment of Principal: The Put Right would give each Debentureholder the option to receive repayment of the principal outstanding of up to 20% of the Debentures held by it on the Put Date. - Increases the Likelihood of Debentureholders Receiving Cash for Principal Outstanding At or Prior to Maturity: The additional cash redemption right will provide some additional financial flexibility to the Corporation to repay the Debentures at or prior to Maturity in the event the Debentures are not converted into Common Shares by Debentureholders, and will increase the likelihood that the Corporation will elect to either (i) redeem the Debentures for cash prior to Maturity, or (ii) repay the Debentures in cash at Maturity, as opposed to using Common Shares to repay the Debentures at Maturity. This additional cash redemption right will enable Debentureholders to receive 101% of the principal amount outstanding plus any accrued but unpaid interest. The Corporation will need to give not less than 30 days notice to Debentureholders to utilize the cash redemption right during which time Debentureholders will continue to have the conversion option available to them. - Consent Fee: Any Debentureholder who consents to the Debenture Amendments in accordance with the terms and conditions herein will receive the cash consent fee of Cdn$20.00 per Cdn$1,000 principal amount of Debentures (the Consent Fee ) provided that certain other conditions required for the payment of the Consent Fee are satisfied, including the Debenture Amendments are validly approved by Debentureholders and the TSX, and the delivery of a valid proxy or voting instruction form, that has not been withdrawn, voted in favour of the Debenture Amendments prior to the earlier of (i) the date that the Requisite Consent (as defined below) is obtained, and (ii) 10:00 a.m. (Eastern Time) on August 2, For more information, see Benefits of Debenture Amendments in the accompanying Circular. Consent Fee On or about the date the Corporation enters into the Amended Indenture, and subject to the conditions to the payment of the Consent Fee set out in the Circular, the Corporation will pay the Consent Fee to Debentureholders that delivered and did not withdraw valid proxies or voting instruction form voting in favor of the Debentureholder Resolution on or prior to the earlier of: (i) the date that the Requisite Consent is obtained and (ii) 10:00 a.m. (Eastern Time) on August 2, All other Debentureholders will not be eligible to receive the Consent Fee, but will be bound by the Debenture Amendments if they become effective. Board Recommendation The Board has concluded that the Debenture Amendments are in the best interests of the Corporation and the Debentureholders. THE BOARD RECOMMENDS THAT THE DEBENTUREHOLDERS VOTE FOR

4 THE DEBENTUREHOLDER RESOLUTION WHICH AUTHORIZES AND APPROVES THE DEBENTURE AMENDMENTS. Debentureholder Meeting The Corporation has called a Debentureholder meeting to consider the Debenture Amendments for August 4, 2016 at the Corporation s headquarters, 225 Union Boulevard., Suite 600, Lakewood, Colorado, at 9:00 a.m. (Mountain Time) (the Meeting ). For details on how to vote, please read the accompanying Circular. Required Debentureholder Approval For the Debentureholder Resolution to be adopted, the resolution must be approved by Debentureholders holding not less than 66 2/3% of the principal amount of the Debentures present or represented by proxy at the Meeting and voting on the Debentureholder Resolution. Alternatively, if Debentureholders holding not less than 66 2/3% of the full principal amount of the Debentures outstanding (the Requisite Consent ) provide valid proxies or voting instruction form, which proxies and forms will, in addition to providing a proxy or instructions to vote the Debentures at the Meeting, consent to the Debentureholder Resolution prior to the Meeting, the Debentureholder Resolution will be approved and the Corporation will have the option to cancel the Meeting. If the Debentureholder Resolution is approved, the Corporation, the Debenture Trustee and the U.S. Trustee will enter into the Amended Indenture to implement the Debenture Amendments as soon as possible following receipt of such approval. The Debentures trade on the Toronto Stock Exchange ( TSX ) under the symbol EFR.DB. The Debenture Amendments are subject to the approval of the TSX. Management Information Circular The accompanying Circular provides a detailed description of the Debenture Amendments. Please give this material your careful consideration. If you require additional assistance, you should consult your financial, legal, income tax and/or other advisors. Your vote is important. Whether or not you attend the Meeting, please take the time to vote your Debentures in accordance with the instructions contained in the accompanying Circular and on the Form of Proxy or the Voting Instruction Form. If you have any questions or require assistance, please contact our investor relations department at (888) (Signed) Stephen P. Antony President and Chief Executive Officer

5 ENERGY FUELS INC. NOTICE OF MEETING OF HOLDERS OF FLOATING RATE CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE 2017 TO BE HELD ON THURSDAY, AUGUST 4, 2016 TO THE DEBENTUREHOLDERS: Notice is hereby given that a meeting (the Meeting ) of the holders (the Debentureholders ) of the Floating Rate Convertible Unsecured Subordinated Debentures due 2017 (the Debentures ) of Energy Fuels Inc. (the Corporation ) will be held at the Corporation s headquarters at 225 Union Boulevard, Suite 600, Lakewood, Colorado, on Thursday, August 4, 2016 at 9:00 am (Mountain time) for the following purposes: 1. to consider, and if deemed appropriate, to approve an extraordinary resolution (the Debentureholder Resolution ) in the form attached as Appendix A to the management information circular (the Circular ) accompanying this Notice of Meeting of Debentureholders, which will approve certain amendments (the Debenture Amendments ) to the Convertible Debenture Indenture dated July 24, 2012 (the Indenture ) between the Corporation and BNY Trust Company of Canada (the Debenture Trustee ) and to the Debentures, and will authorize the Debenture Trustee to enter into an Amended and Restated Convertible Debenture Indenture among the Corporation, the Debenture Trustee and The Bank of New York Mellon (the U.S. Trustee ) which will embody the Debenture Amendments (the Amended Indenture ), all as more particularly described in the Circular; and 2. to transact such other business as may properly be brought before the Meeting or any adjournment thereof. The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice. The Debentureholder Resolution, if passed by either (i) the votes of Debentureholders holding not less than 66 2/3% of the principal amount of the Debentures present or represented by proxy at the Meeting, or any adjournment thereof, or (ii) consents of not less than 66 2/3% of the principal amount of all of the outstanding Debentures, in either case, in accordance with the provisions of the Indenture, will be binding upon the Debentureholders, whether present at or absent from the Meeting or whether or not they consented to the Debenture Resolution. Accordingly, it is important that your Debentures be represented and voted whether or not you plan to attend the Meeting in person or that you submit your proxy or voting instruction form containing your consent. The Board of Directors of the Corporation has established the record date for the Meeting as the close of business on June 27, 2016 (the Record Date ). Only Debentureholders of record at the close of business on the Record Date will be entitled to receive notice of the Meeting or any adjournment thereof, and to vote at the Meeting or any adjournment thereof or to appoint or revoke a proxy. No Debentureholder becoming a Debentureholder of record after the Record Date will be entitled to vote at the Meeting or any adjournment thereof. The quorum requirements of the Indenture will be satisfied by the presence in person or by proxy of Debentureholders representing at least 25% of the principal amount of Debentures outstanding on the date of the Meeting. If a quorum is not present in person or by proxy within 30 minutes after the appointed time of the Meeting, the Meeting shall be adjourned to a date that is not less than 14 nor more than 60 days later, and at such place and time as may be appointed by the chairman of the meeting, provided that at least 10 days notice is provided for such meeting. At the adjourned meeting, the Debentureholders present in person or represented by proxy shall constitute a quorum, even if they hold less than 25% of the outstanding principal amount. The Debentures have been issued in the form of a global book-entry only certificate registered in the name of CDS & Co ( CDS ), and as such, CDS is the sole registered Debentureholder. However, CDS, or its duly appointed proxyholders, may only vote the Debentures in accordance with instructions received from the Beneficial Debentureholders (as defined in the Circular). Beneficial Debentureholders as of the Record Date wishing to vote i

6 their Debentures at the Meeting must provide instructions to their broker or other intermediary through which they hold their Debentures in sufficient time prior to the deadline for depositing proxies for the Meeting to permit their broker or other nominee to instruct CDS, or its duly appointed proxyholders, as to how to vote their Debentures at the Meeting. Please review the Circular carefully and in full prior to voting, as the Circular has been prepared to help you make an informed decision on the matters to be acted upon. The Circular is available under the Corporation s SEDAR profile at and on EDGAR at Debentureholders must complete the Form of Proxy or Voting Instruction Form (VIF) as instructed on the Form of Proxy/VIF and described in the Circular. To be valid, the votes must be received by CST Trust Company no later than 10:00 a.m. (Eastern Time) on August 2, 2016, or if the Meeting is adjourned, no later than 10:00 a.m. (Eastern Time) on the last business day preceding the day to which the Meeting is adjourned. As described in the Circular, a Debentureholder who delivers a Form of Proxy or VIF that votes in favour of the Debentureholder Resolution will also be consenting to the Debentureholder Resolution, and if enough consents are received prior the Meeting such that the Requisite Consent is obtained, the Corporation may elect to cancel the Meeting and deem the Debentureholder Resolution to have passed by way of a written consent. Debentureholders will not be able to revoke or withdraw a Form of Proxy after the Requisite Consent has been obtained. If you have any questions or require more information with regard to voting your Debentures please contact the Corporation s investor relations department at (888) by telephone toll free in North America. Dated at Lakewood, Colorado, USA this 5 th day of July, BY ORDER OF THE BOARD (Signed) Stephen P. Antony President and Chief Executive Officer ii

7 MANAGEMENT INFORMATION CIRCULAR OF ENERGY FUELS INC. TABLE OF CONTENTS MANAGEMENT INFORMATION CIRCULAR... 1 SUMMARY... 1 INTRODUCTION... 4 THE DEBENTURE AMENDMENTS... 6 BACKGROUND TO AND REASONS FOR THE DEBENTURE AMENDMENTS... 7 CERTAIN INFORMATION CONCERNING THE CORPORATION CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS GENERAL PROXY AND MEETING MATTERS DEBENTURE TRUSTEE DEBENTUREHOLDER RIGHTS AND ADDITIONAL INFORMATION APPENDIX A DEBENTUREHOLDER RESOLUTION... A-1 APPENDIX B DRAFT FORM OF AMENDED AND RESTATED INDENTURE... B-1 i

8 MANAGEMENT INFORMATION CIRCULAR The information contained in this management information circular ( Circular ) is furnished in connection with the solicitation of proxies to be used at the meeting of the holders (the Debentureholders ) of the Floating Rate Convertible Unsecured Subordinated Debentures (the Debentures ) of Energy Fuels Inc. (the Corporation ) to be held at the Corporation s headquarters at 225 Union Boulevard, Suite 600, Lakewood, Colorado on Thursday, August 4, 2016 at 9:00 am (Mountain time) (the Meeting ), and at all adjournments thereof, for the purpose(s) set forth in the accompanying Notice of Meeting. It is expected that the solicitation will be made primarily by mail but proxies may also be solicited personally by directors, officers or regular employees of the Corporation or its subsidiaries. The solicitation of proxies by this Circular is being made by or on behalf of the management of the Corporation. The total cost of the solicitation will be borne by the Corporation. Except as otherwise indicated, information in this Circular is given as of July 5, SUMMARY The following is a brief summary of certain information contained in this Circular. Reference is made to, and this summary is qualified by, the detailed information contained in this Circular. Debentureholders are encouraged to read this Circular and the attached Appendices A and B carefully and in their entirety. The Meeting The Meeting will be held on August 4, 2016 at the Corporation s headquarters, 225 Union Boulevard., Suite 600, Lakewood, Colorado, at 9:00 a.m. (Mountain Time) for the purposes set forth in the accompanying Notice of Meeting of Debentureholders, including to consider, and if deemed advisable, to approve the extraordinary resolution (the Debentureholder Resolution ) in the form attached as Appendix A to the Circular which will approve certain amendments (the Debenture Amendments ) to the Convertible Debenture Indenture dated July 24, 2012 (the Indenture ) between the Corporation and BNY Trust Company of Canada (the Debenture Trustee ) and to the Debentures, and will authorize the Debenture Trustee to enter into an Amended and Restated Convertible Debenture Indenture (the Amended Indenture ) among the Corporation, the Debenture Trustee and Bank of New York Mellon (the U.S. Trustee ) which will embody the Debenture Amendments. Only Debentureholders of record as of the close of business on June 27, 2016 (the Record Date ) are entitled to receive notice of the Meeting and to vote at the Meeting and any adjournment thereof. Debenture Amendments If Debentureholders approve the Debentureholder Resolution, the Debenture Trustee will be authorized to enter into the Amended Indenture to effect the Debenture Amendments, which will amend the Indenture by: 1. extending the maturity date of the Debentures from June 30, 2017 to December 31, 2020; 2. reducing the conversion price of the Debentures from Cdn$15.00 to Cdn$4.15 per Common Share of the Corporation (resulting in a conversion rate of Common Shares per Cdn$1,000 principal amount of Amended Debentures); 3. adding a redemption provision that will enable the Corporation, upon giving not less than 30 days notice to Debentureholders, to redeem the Debentures, for cash, in whole or in part at any time after June 30, 2019, but prior to Maturity, at a price of 101% of the aggregate principal amount redeemed, 1

9 plus accrued and unpaid interest (less any tax required by law to be deducted) on such Debentures up to but excluding the redemption date; 4. adding a right (the Put Right ) in favor of each Debentureholder to give the Debentureholder the option to require the Corporation to purchase, for cash, on the previous maturity date of June 30, 2017 (the Put Date ) up to 20% of the Debentures held by the Debentureholders at a price equal to 100% of the principal amount purchased plus accrued and unpaid interest (less any tax required by law to be deducted) on such Debentures up to, but excluding, the Put Date (collectively, the Total Put Price ); 5. making certain amendments to the Indenture required by the U.S. Trust Indenture Act of 1939, as amended (the Trust Indenture Act ), and with respect to the addition of a U.S. Trustee in compliance therewith, all as reflected in Appendix B ; and 6. making certain other amendments to remove provisions of the Indenture that no longer apply, such as U.S. securities law restrictions that are no longer relevant. The Amended Indenture and accompanying form of amended Debentures (the Amended Debentures ) which will give effect to the Debenture Amendments are attached as Appendix B to the Circular. If the Debentureholder Resolution is approved by the Debentureholders, the Debenture Amendments will be effective on the date that the Corporation enters into the Amended Indenture. The Amended Indenture is further subject to qualification and effectiveness under the Trust Indenture Act. Required Debentureholder Approval For the Debentureholder Resolution to be adopted, the resolution must be approved by Debentureholders holding not less than 66 2/3% of the principal amount of the Debentures present or represented by proxy at the Meeting and voting on the Debentureholder Resolution. Alternatively, if Debentureholders holding not less than 66 2/3% of the full principal amount of the Debentures outstanding (the Requisite Consent ) provide valid proxies or voting instruction forms which, in addition to providing a proxy and voting instructions for the Meeting, also consent to the Debentureholder Resolution prior to the Meeting, the Debentureholder Resolution will be approved and the Corporation will have the option to cancel the Meeting. If the Corporation elects to proceed in this manner, the Debentureholder Resolution shall be passed and shall be binding upon all Debentureholders, Put Right If the Debentureholder Resolution is passed, the Debentureholders will have the benefit of the Put Right pursuant to which each Debentureholder would have the option to require the Corporation to purchase, for cash, on the Put Date up to 20% of the Debentures held by it at a price equal to the Total Put Price. To exercise the Put Right, a Debentureholder must deliver to the Canadian Trustee, not less than 10 business days prior to the Put Date, written notice of the holder s exercise of the Put Right in the form attached as Schedule E to the Amended Indenture together with (A) the Debentures with respect to which the right is being exercised, duly endorsed for transfer, or (B) if the Debentures have been issued as global debentures, a duly endorsed form of transfer. Upon surrender of any Debentures for payment of the Total Put Price, the portion of the Debentures that are purchased pursuant to the Put Right shall forthwith be cancelled and the Debentureholder shall receive, without charge, one or more new Debentures for the portion of the principal amount of the Debentures not purchased. Consent Fee On or about the effective date of the Amended Indenture, the Corporation will pay the Consent Fee, in cash, equal to Cdn$20.00 per Cdn$1,000 principal amount of Debentures to Debentureholders that delivered and did not withdraw valid proxies or voting instruction forms voting in favour of the Debentureholder Resolution on or prior to the earlier of: (i) the date that the Requisite Consent is obtained and (ii) 10:00 a.m. (Eastern Time) on August 2,

10 All other Debentureholders will not be eligible to receive the Consent Fee, but will be bound by the Debenture Amendments if they become effective. Payment of the Consent Fee will be conditional upon, among other things, the Debentureholder Resolution being validly approved by Debentureholders and satisfaction of the other conditions precedent to the execution of the Amended Indenture described in the Circular. Assuming that all Debentureholders vote to approve the Debentureholder Resolution and all receive the Consent Fee, the aggregate amount of the Consent Fee payable by the Corporation will be Cdn$440,000. If the Requisite Consent is obtained and the Corporation cancels the Meeting, the aggregate amount of the Consent Fee payable by the Corporation will be approximately Cdn$293,333. Proxy Information As a Beneficial Debentureholder (i.e. a non-registered Debentureholder), an intermediary such as a securities dealer, broker, bank, trust company or other nominee holds your Debentures for you, or for someone else on your behalf, and the Debentures are registered in the name of the nominee. In accordance with applicable securities laws, the Corporation distributes copies of its meeting materials to intermediaries for onward distribution to Beneficial Debentureholders. As a Beneficial Debentureholder, you will most likely receive a Voting Instruction Form from Broadridge Investor Communication Solutions, Canada ( Broadridge ) on behalf of intermediaries. However, it is also possible that in some cases you may receive a form of proxy directly from the securities dealer, broker, bank, trust company or other nominee holding your Debentures. If you have received a Voting Instruction Form from Broadridge, please complete and submit your vote in accordance with the instructions provided to you on the form prior to the deadline specified by Broadridge. To vote FOR the Debentureholder Resolution, Debentureholders can do so by using any of the methods outlined below in accordance with the instructions on the accompanying Form of Proxy or Voting Instruction Form: By Mail: Step 1. Mark the FOR box in the Form of Proxy or Voting Instruction Form. Step 2. Sign and date the Form of Proxy or Voting Instruction Form. Step 3. Mail the Form of Proxy or Voting Instruction Form in accordance with the instructions on the Form of Proxy or Voting Instruction Form to arrive as soon as practicable. A form of Proxy must be received by CST Trust Company, Inc. no later than 10:00 a.m. (Eastern Time) on August 2, Through Financial Broker: Debentureholders may contact their brokers or send their Form of Proxy or Voting Instruction Form to their broker who can vote on the Debentureholder s behalf. Beneficial Debentureholders wishing to vote their Debentures at the Meeting by providing instructions to their broker or other intermediary through which they hold their Debentures should contact their broker or other intermediary in sufficient time prior to the deadline for depositing proxies for the Meeting to permit their broker or other nominee to instruct CDS & Co., or its duly appointed proxyholders, as to how to vote their Debentures at the Meeting. By Telephone: Use the telephone number on the Form of Proxy or Voting Instruction Form. You may require a control number located on the Form of Proxy or Voting Instruction Form to complete your voting. By Internet: Follow the instructions on the Form of Proxy or Voting Instruction Form. You may require a control number located on the Form of Proxy or Voting Instruction Form to complete your voting. Questions / Additional Information: If you have any questions or require more information with regard to voting your Debentures please contact the Corporation s investor relations department at (888)

11 INTRODUCTION Information Contained in this Circular This Circular is provided in connection with the solicitation of proxies by and on behalf of the management of the Corporation for use at the Meeting and any adjournment thereof. No person has been authorized to give information or to make any representations in connection with the matters to be considered by the Debentureholders other than those contained in this Circular and, if given or made, any such information or representations should not be relied upon in making a decision as to whether to vote for the Debentureholder Resolution or be considered to have been authorized by the Corporation. This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. Debentureholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection herewith. The accompanying Form of Proxy or Voting Instruction Form is for use by Debentureholders in connection with the Debenture Amendments, and Debentureholders are encouraged to vote in accordance with the instructions set out therein. Capitalized Terms Unless the context indicates otherwise, capitalized terms which are used in this Circular and not otherwise defined in this Circular have the meanings given to such terms in the accompanying Letter to Debentureholders and Notice of Meeting. Notice to Debentureholders in the United States The Debentures have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ). The Corporation is relying on Section 3(a)(9) of the U.S. Securities Act to exempt the exchange of the existing Debentures for the Amended Debentures pursuant to the Debenture Amendments from the registration requirements of the U.S. Securities Act. Generally, the U.S. Securities Act prohibits the offer of securities to the public unless a registration statement has been filed with the United States Securities and Exchange Commission (the SEC ) and the sale of those securities until that registration statement has been declared effective by the SEC, unless an exemption from registration is available. The soliciting of proxies for the Debenture Amendments constitutes an offer of securities under the U.S. Securities Act. However, the Corporation is availing itself of Section 3(a)(9) of the U.S. Securities Act, which provides an exemption from registration for exchanges of securities by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The Corporation therefore will not pay any commission or other remuneration to any broker, dealer, salesman or other person for soliciting proxies. The Corporation has not retained any dealer, manager or other agent to solicit proxies with respect to the Debenture Amendments. Additional solicitation may be made by telephone, facsimile or in person by directors, officers and regular employees of the Corporation and our subsidiaries. Under current SEC interpretations, securities that are obtained in a Section 3(a)(9) exchange assume the same character (i.e. restricted or unrestricted) as the securities that have been surrendered. Recipients who are affiliates of the Corporation may resell their Amended Debentures and the underlying common shares subject to the provisions of Rule 144 under the U.S. Securities Act, absent registration or another appropriate exemption. You should be aware that the Debenture Amendments may have tax consequences both in the United States and in Canada. For a summary of the applicable tax considerations under Canadian law, see Certain Canadian Federal Income Tax Considerations and under U.S. law see Certain U.S. Federal Income Tax Considerations. Individual Debentureholders may have different tax considerations and as such Debentureholders should consult their own tax advisors to determine the particular consequences to them of participating in the solicitation being made hereunder. 4

12 THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES ADMINISTRATOR, OR ANY SECURITIES REGULATORY AUTHORITY IN CANADA, NOR HAS THE SEC, ANY STATE SECURITIES ADMINISTRATOR, OR ANY SECURITIES REGULATORY AUTHORITY IN CANADA PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Cautionary Statement Regarding Forward-Looking Statements Certain statements included herein constitute forward-looking statements. All statements included in this Circular that address forward-looking events, conditions or results of operations, including in respect of the Debenture Amendments, are forward-looking statements. These forward-looking statements can be identified by the use of forward-looking words such as may, should, will, could, expect, intend, plan, estimate, anticipate, believe, future or continue or the negative forms thereof or similar variations. Forward looking statements in this Circular include, but are not limited to, the expected terms of the Debenture Amendments; the expected effective date of the Debenture Amendments; and the expected benefits of the Debenture Amendments to the Corporation and to the Debentureholders. These forward-looking statements are based on certain assumptions and analyses made by management in light of their experiences and their perception of historical trends, current conditions and expected future developments, as well as other factors they believe are appropriate in the circumstances. Debentureholders are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of risks and uncertainties, including, but not limited to the risk that the Debenture Amendments will not be successfully completed for any reason and the risk applicable to any debt instrument that, if completed, the Corporation may not be able to pay the interest and/or repay the principal amount outstanding under the Amended Debentures when due, and that the Corporation or Debentureholders may not realize the anticipated benefits of the Debenture Amendments. Many of such risks and uncertainties are outside the control of the Corporation and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. In making such forward-looking statements, management has relied upon a number of material factors and assumptions, including with respect to general economic and financial conditions, interest rates, exchange rates, equity and debt markets, business competition, changes in government regulations or in tax laws, acts and omissions of third parties, and the ability of the Corporation to obtain approval for the Debenture Amendments (including approval from the TSX). Such forward-looking statements should, therefore, be construed in light of such factors and assumptions. All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. The Corporation is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. Currency and Date Information In this Circular, all dollar amounts are expressed in Canadian dollars unless otherwise specified. Information contained in this Circular is given as of July 5, 2016, unless otherwise specifically stated. 5

13 THE DEBENTURE AMENDMENTS General Debentureholders are being asked to consider, and if deemed appropriate, to adopt, the Debentureholder Resolution which, if approved by the Debentureholders, will authorize the Debenture Trustee to enter into the Amended Indenture to affect the Debenture Amendments, which will amend the Indenture by: 1. EXTENDING the maturity date of the Debentures from June 30, 2017 to December 31, 2020; 2. REDUCING the conversion price of the Debentures from Cdn$15.00 to Cdn$4.15 per Common Share of the Corporation (resulting in a conversion rate of Common Shares per Cdn$1,000 principal amount of Amended Debentures); 3. ADDING a redemption provision, that will enable the Corporation, upon giving not less than 30 days notice to Debentureholders, to redeem the Debentures, for cash, in whole or in part at any time after June 30, 2019, but prior to maturity, at a price of 101% of the aggregate principal amount redeemed, plus accrued and unpaid interest (less any tax required by law to be deducted) on such Debentures up to but excluding the redemption date; 4. ADDING the Put Right in favour of each Debentureholder to give the Debentureholders the option to require the Corporation to purchase, for cash, on the Put Date up to 20% of the Debentures held by the Debentureholders at a price equal to the Total Put Price; 5. MAKING certain amendments to the Indenture required by the Trust Indenture Act and with respect to the addition of a U.S. Trustee in compliance therewith, all as reflected in Appendix B ; and 6. MAKING certain other amendments to remove provisions of the Indenture that no longer apply, such as U.S. securities law restrictions that are no longer relevant. Other than the foregoing amendments, the Indenture and Debentures will remain unchanged. The full text of the Debentureholder Resolution is attached to this Circular as Appendix A. If the Debentureholder Resolution is approved by Debentureholders, the Corporation, the Debenture Trustee and the U.S. Trustee will enter into the Amended Indenture to implement the Debenture Amendments. The Corporation intends to enter into the Amended Indenture as soon as possible following approval of the Debentureholder Resolution. The full text of the draft Amended Indenture is attached to this Circular as Appendix B. Required Debentureholder Approval and Written Consent in Lieu of Meeting For the Debentureholder Resolution to be adopted, it must be approved by votes FOR by Debentureholders holding not less than 66 2/3% of the principal amount of the Debentures present or represented by proxy at the Meeting and voting on the Debentureholder Resolution. The Indenture provides, among other things, that any action which may be taken and all powers that may be exercised by Debentureholders at a meeting may also be taken and exercised by an instrument in writing signed by the Debentureholders holding the Requisite Consent. Accordingly, as an alternative to having the Debentureholder Resolution approved at the Meeting, if Debentureholders holding not less than the Requisite Consent provide proxies or voting instruction forms that consent to the Debentureholder Resolution prior to the Meeting, the Debentureholder Resolution will be approved and the Corporation may elect to cancel the Meeting. Debentureholders may (1) vote FOR (or consent to) the Debentureholder Resolution by using any of the methods set out on the accompanying Form of Proxy or Voting Instruction Form in accordance with the instructions set out therein, or (2) vote in person at the Meeting see the instructions set out under General Proxy and Meeting Matters. The Meeting is scheduled to be held at the Corporation s headquarters at 225 Union Boulevard, Suite 600, Lakewood, Colorado on August 4, 2016 at 9:00 a.m. (Mountain Time). The Debentureholder Resolution, if passed in accordance with the provisions of the Indenture (whether at the Meeting or by a consent in writing), will be binding upon all Debentureholders. The quorum for the Meeting shall consist of Debentureholders present in person or by proxy representing at least 25% of the principal amount of the Debentures outstanding on the date of the Meeting. If a quorum is not present in person or by proxy within 30 minutes after the time appointed for the Meeting, the Meeting 6

14 shall be adjourned to a date that is not less than 14 nor more than 60 days later, and at such place and time as may be appointed by the chairman of the meeting, provided that at least 10 days notice is provided for such meeting. At the adjourned meeting, the Debentureholders present in person or represented by proxy shall constitute a quorum, even if they hold less than 25% of the outstanding principal amount. Listing The Debentures trade on the TSX under the symbol EFR.DB. The Debenture Amendments are subject to the approval of the TSX. Indenture Provisions Permitting the Debenture Amendments As described above, if the Debentureholder Resolution is approved, the Debenture Trustee will be authorized to enter into the Amended Indenture which will give effect to the Debenture Amendments that will result in: 1. an extension of the maturity date of the Debentures; 2. a reduction to the conversion price of the Debentures; 3. the addition of a redemption provision; 4. the addition of the Put Right; 5. certain amendments to the Indenture required by the Trust Indenture Act and with respect to the addition of a U.S. Trustee in compliance therewith; and 6. certain other amendments to remove provisions of the Indenture that no longer apply, such as U.S. securities law restrictions that are no longer relevant. The following subsections of section of the Indenture specifically contemplate and provide that the Debenture Amendments may be approved by way of an extraordinary resolution (such as the Debentureholder Resolution): Section 13.11(a) permits an extension of the maturity of the Debentures as it provides the power to grant extensions of time for payment of principal, and Section 13.11(c) permits both the reduction in the conversion price, the addition of a redemption provision and any other modification or change in or addition to or omission from the provisions contained in the Indenture or any Debenture which shall be agreed to by the Corporation. In addition, Section 16.1 of the Indenture provides that the Corporation and the Debenture Trustee may amend any of the provisions of the Indenture related to matters of United States law or the issuance of Debentures into the United States in order to ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders. BACKGROUND TO AND REASONS FOR THE DEBENTURE AMENDMENTS Background to the Debenture Amendments Management and the Board of Directors of the Corporation (the Board ) regularly review and evaluate the Corporation s capital structure and strategic options with a view to enhancing security holder value. The Board and management have been identifying and evaluating the options available to the Corporation to address the upcoming maturity of the Debentures, including amendment of the Debentures within the terms and conditions of the Indenture. The Corporation has several alternatives available to it to address the upcoming maturity of the Debentures, including retiring the Debentures with shares or cash under the existing terms of the Debentures, refinancing the Debentures with another financing vehicle, or amending the terms of the Debentures to extend the maturity date. The Board and management believe that implementation of the proposed Debenture Amendments are in the best interests of the Corporation as they will provide the Corporation with financing on acceptable terms, thereby avoiding the need to allocate existing cash or raising additional capital to repay the Debentures in 2017 at a time when commodity markets may continue to be depressed and such cash could be better applied to the Corporation s operating and development activities. Extending the maturity date will also avoid the possibility that the Corporation will elect to issue common shares to satisfy the repayment of principal in Extending the maturity date will allow the Corporation to defer the repayment of principal to a time when the Corporation believes the commodity markets may be improved and will also enable Debentureholders to continue to receive an attractive 7

15 coupon of between 8.5% and 13.5% in the current low interest rate environment. In addition, by reducing the conversion price to better reflect current market conditions, the proposed extension will provide Debentureholders with a better opportunity to benefit from potential future increases in the Corporation s share price. The Corporation believes the proposed amended terms will therefore be beneficial to both the Corporation and the Debentureholders. In addition, since the date of the Indenture, the Corporation has become a U.S. domestic issuer under SEC rules, and as a result is now subject to the Trust Indenture Act. As a result, the proposed amendments also include certain amendments to the Indenture required by the Trust Indenture Act and with respect to the addition of a U.S. Trustee in compliance therewith, and certain other amendments to remove provisions of the Indenture that no longer apply, such as U.S. securities law restrictions that are no longer relevant. Benefits of the Debenture Amendments The Corporation believes that the Debentureholders will benefit from the Debenture Amendments, as set out below. Extension of the Maturity Date The extension of the maturity date will afford Debentureholders a longer period of time during which to receive interest at a favorable rate. The extended term will also create additional value in the form of the conversion option imbedded in the Debentures. Attractive Interest Rate Based on the current low interest rate environment and in light of other reinvestment opportunities available, the Corporation believes that maintaining the current sliding-scale interest rate based on published U 3 O 8 weekly spot prices, with a minimum 8.5% annual interest rate and a maximum 13.5% interest rate, represents an attractive yield to Debentureholders in today s market, and will also allow Debentureholders to enjoy improved returns as the price of uranium improves. Decrease in Conversion Price The conversion price of the Debentures is Cdn$15.00 while the conversion price of the Amended Debentures will be reduced to Cdn$4.15, and this increases the number of Common Shares underlying each Cdn$1,000 of principal amount of the Amended Debentures by approximately 261% from Common Shares to Common Shares, affording Debentureholders a more attractive price if the conversion option is exercised. This change, along with the other amendments proposed, would become effective upon entering into of the Amended Indenture, so Debentureholders would have the benefit of this reduced conversion price for what would have been the remainder of the existing term of the Debentures, as well as for the extended term of the Debentures. Option of Early Partial Repayment of Principal If the Debentureholder Resolution is passed, the Debentureholders will have the benefit of the Put Right. The Put Right would give each Debentureholder an option to require the Corporation to purchase for cash up to 20% of the Debentures held by the Debentureholder on the Put Date. Under the current terms of the Debentures, if left unamended, the Corporation has the option to repay the principal on maturity in cash or Common Shares or a combination thereof. The Put Right will give Debentureholders the right to have the Corporation acquire a portion of their Debentures on June 30, 2017 for cash. Alternatively, Debentureholders can elect to continue to hold their full principal amount through the extended maturity date, and enjoy the current yields and conversion rights on the full principal amount of their Debentures until maturity. Increases Likelihood of Debentureholders Receiving Cash for Principal Outstanding at or prior to Maturity The additional cash redemption right will provide some additional financial flexibility to the Corporation, and will increase the likelihood that the Corporation will elect to either (i) redeem the Debentures for cash prior to Maturity, or (ii) repay the Debentures in cash at Maturity, as opposed to repaying the Debentures using Common Shares at Maturity. Under the current terms of the Debentures, the Corporation may redeem the Debentures prior to maturity in cash or Common Shares, but only in the event that the market price of the Corporation s Common Shares on the TSX exceeds 125% of the conversion price. In the event that the redemptions are satisfied by the issuance of Common Shares, the issue price of the Common Shares would be determined based on 95% of the volume weighted average trading price of the Common Shares on the TSX for the 20 trading days ending on the fifth trading date preceding the redemption date. Those redemption rights will remain unaffected. The proposed 8

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