UUUU 10-K & 10-Q changes, risk factors and insider trading
Energy Fuels Inc. · NYSE · Mining & Quarrying Of Nonmetallic Minerals (No Fuels) · CIK 1385849 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Artificial intelligence presents risks and challenges that can impact our business by posing security risks to our confidential information, proprietary information and personal data.”
New heading “Servicing the Notes or future debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay for the Notes or other future debt.”
New heading “We may still incur substantially more debt or take other actions which would intensify the risks discussed above.”
New heading “We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash or to repurchase the Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes.”
New heading “The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.”
New heading “Conversion of the Notes may dilute the ownership interest of our shareholders or may otherwise depress the price of our Common Shares.”
New heading “Certain provisions in the indenture governing the Notes may delay or prevent an otherwise beneficial takeover attempt of us.”
New heading “The capped call transactions may affect the value of the Notes and our Common Shares.”
New heading “We are subject to counterparty risk with respect to the capped call transactions, and the capped call transactions may not operate as planned.”
Largest changes
“Upon the occurrence of a fundamental change (as defined in the indenture governing the Notes), subject to certain conditions and limited exceptions, we will be required to offer to repurchase from holders all or a portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. …”see in full comparison
“Our ability to make scheduled payments of the principal of, to pay interest on or to refinance the Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control, as well as the ability of our subsidiaries to pay dividends or make loans or other distributions to us. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. …”see in full comparison
“Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability or other adverse consequences to our business operations. We have adopted and at some levels integrated, and intend to continue utilizing and potentially expanding in the future, certain AI tools into our systems for specific use cases. …”see in full comparison
“Artificial intelligence presents risks and challenges that can impact our business by posing security risks to our confidential information, proprietary information and personal data.”see in full comparison
“We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash or to repurchase the Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes.”see in full comparison
“If a counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transaction with such counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common shares. In addition, upon a default by a counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common shares.”see in full comparison
Full comparison: every changed paragraph (146)
•the discovery of unusual or unexpected geological formationsformations, and variations in ore radiation levels;
•accidental fires,wild/bushfires, floods, earthquakes, volcanictornados, eruptionstropical cyclones, droughts, landslides and other natural disasters;
•accidental fires, unplanned power outages and water shortages;
•controlling waterwater, emissions and other similar mining hazards;
•the ability to obtain and maintain suitable or adequate machinery, equipment or labor;
•our liability for potential or existing pollution or other hazards; and
•other known and unknown risks involved in the conduct of exploration, development and operation of mines, extraction and recoveryE&R facilities and mills, and metals and alloys plants (pending the successful acquisition of ASM), along with the markets for uranium, rare earths, vanadiumvanadium, HMS and heavymetals mineraland sands.alloys.
Our earnings and operating cash flow are and will be particularly sensitive to the long- and short-term changes in the market prices of uranium, vanadiumvanadium, REEs, metals and REEs,alloys, as well asand HMS and their components, including the prices for ilmenite, rutile and zircon, which could impact planned production levels or the feasibility of production of HMC and monazite from our Bahia Project, ToliaraVara Mada Project, the Donald Project and any other HMS projectsprojects, and which could impact monazite supply for our RE Carbonate and separated REE production. Among other factors, these prices also affect the value of our resources,Mineral reservesResources, Mineral Reserves and inventories, as well as the market price of our Common Shares.
Market prices are affected by numerous factors beyond our 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 or fear of 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; production levels and costs of production, and government actions such as, for instance, any plans included in a President’sU.S. president’s fiscal budget and those taken pursuant to the U.S. Uranium Reserve Program.Program, as defined below under “Risks Relating to Our Regulatory Environment.” 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. With respect to REEs, such factors include, among others: demand for REEs; political and economic conditions in REE producing and consuming countries; REE-bearing ore supply from secondary sources; international interest in the purchase of RE Carbonate, separated REE oxides and other REE products, absent a U.S.-based separation facility; public and political response to REE initiatives at the Mill; governmental investment in domestic REE infrastructure; world production levels; costs of production; risks associated with foreign governmental actions, policies, laws, rules, regulations and foreign state subsidized enterprises, with respect to REE production and sales, which could impact REE prices available to the Company and impact our access to world and domestic markets for the supply of REE-bearing ores and the sale of RE Carbonate, REE oxides, and other REE products and services to world and domestic markets; and other government actions, including licensing and import requirements. With respect to HMS, such factors include, among others: demand for titanium minerals and zircon; political and economic conditions in HMS producing and consuming countries; other government actions, including licensing and import requirements; geopolitical factors; world production levels; exploration, mining, processing, refining and other costs of production; grades of HMS ore bodies being mined; scale of mining method; growth in end-use demand for titanium minerals and zircon, including GDP growth in consuming countries; available mineable deposits and upgrading facilities; currency fluctuations; and other market demand and supply dynamics. With respect to metals and alloys, such factors include, among others: commodity prices and price fluctuations; engineering, construction, processing and mining difficulties, upsets and delays; permitting and licensing requirements and delays; changes to regulatory requirements; legal challenges; competition from other producers; government and political actions or inactions; and risks associated with carrying on business in foreign jurisdictions, including the risk of expropriation; market factors, including future demand for metals and alloys products.
Other factors relating to the prices of uranium, vanadium, REEs, HMC andHMC, HMS products and metals and alloys include: levels of supply and demand for a broad range of industrial products; substitution of new or different products in critical applications for our existing products; expectations with respect to the rate of inflation; the relative strength of the U.S. dollar and of certain other currencies; tariffs, subsidies or other trade barriers; interest rates; global or regional political or economic crises; regional and global economic conditions; and sales of uranium,our vanadium, RE Carbonate, REE oxides and other REE productsGoods and services, and HMCHMC, HMS and HMSmetals and alloys products by holders in response to such factors. If prices are below our cash costs of extraction or recovery and remain at such levels for any sustained period, we may determine that it is not economically feasible to continue commercial extraction, recovery or processing at any or all of our projects or other facilities and may also be required to look for alternatives other than cash flow to maintain our liquidity until prices recover. Our expected levels of uranium, vanadium, REE, HMC and HMS product recoveryrecovery, metals and alloys production (pending the successful acquisition of ASM) and other business activity are dependent on our expectation and the industry’s expectations of uranium, vanadium, REE, HMC and HMS product prices,prices of our Goods, which may not be realized or may change. In the event we conclude that a significant deterioration in our expected future uranium, vanadium, REE, HMC or HMS productGoods prices has occurred, we will assess whether an impairment allowance is necessary which, if required, could be material.
Our profitability is directly related to the market prices of uranium, vanadium, REEs, HMC and HMS productsGoods recovered. We 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. We anticipate selling forward in the ordinary course of business if, and when, we have sufficient assets and recovery to support forward sale arrangements and forward sale arrangements are available on suitable terms. There are, however, risks associated with forward sale programs. If we do not have sufficient recovered product to meet our forward sale commitments, we may have to buy or borrow (for later delivery back from recovered product) 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, we 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 we may employ various pricing mechanisms within our sales contracts to manage our exposure to price fluctuations, there can be no assurance that such mechanisms will be successful. There can also be no assurance that we will be able to enter into additional term contracts for future sales of uranium, vanadium or RE CarbonateGoods at prices or in quantities that would allow us to successfully manage our exposure to price fluctuations.
Only twothree of our properties – the SheepVara Mountain andMada, Pinyon Plain minesand Sheep Mountain Projects – contain Mineral Reserves under SEC S-K 1300 and NI 43-101 (seeas “well as the Donald Project, in which we own a 9.48% interest as of December 31, 2025. See Item II,II. Cautionary Note to Investors Concerning Disclosure of Mineral Resources and Reserves”).Reserves. Depending on uranium,the vanadium,price(s) REE,of HMC and HMS product prices,Goods, some or all of our properties, projects and facilities may not be economic for uranium, vanadium, REE or HMC or HMS product extraction,extraction or recovery or for the processing of Goods (including metals and alloys) at any point in time. Generally, we intend to continue to hold, and in certain cases advance, properties, projects and facilities which may not be economic at any point in time in anticipation of possible future increases in the prices of uranium,our vanadium, REEs, HMC and/or HMS products,Goods, as the case may be. However, in those circumstances, there can be no assurance at any time that such prices will ever, or within a reasonable time period, increase to the levels required to advance those properties or, in the case of projects or facilities on standby, to resume exploration, extraction, recovery or processing activities at those projects or facilities. In the event of depressed commodity prices, we would continue to hold our standby properties, projects and facilities because we believe that prices are likely to rise, to such levels within a reasonable time period to justify future production. This ability to maintain scalability as commodity prices increase is a key component of our business strategy. However, as there is a cost associated with holding and, in some cases, maintaining such properties, projects and facilities on standby during periods of depressed commodity prices, in those circumstances we continuously evaluate, on a case-by-case basis, such costs against the prospects for price increases, and may from time to time sell, drop or reclaim any such properties, projects or facilities.
Mining is an inherently speculative business. Some of the properties on which we have the right to mine are not known to have any Mineral Reserves or Mineral Resources. There is a possibility that we will not discover uranium, vanadium, REEs and/or HMS, or potentially copper, on any or all of our properties which can be mined or extracted at a profit at any point in time or at all. Even if we do discover and mine such minerals, the deposits may not be of the quality or size necessary for us or a potential purchaser of the property to make a profit from mining it. Few properties that are explored are ultimately developed into producing mines, and mines that are developed may not be profitable. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor, as well as all necessary licenses and permits, are just some of the many risks involved in mineral exploration programs and their subsequent development. However, we may elect, now or in the future, to proceed with the extraction of minerals on one or more of those projects without having completed the technical work required to declare a Mineral Reserve. If we are then unable to extract uranium, vanadium, REEs, HMC and/or HMS products, or potentially copper, in commercially viable quantities, the capital investment of mining such properties may be lost and could materially impact our business.
There is a risk that current and future government administrations will not support mining, uranium mining, metals and alloys production, nuclear energy or other aspects of our business and may limit, restrict or prevent the use of public lands for miningmining, milling, processing/production and other activities.
The development of mineral properties and related facilities (including downstream facilities) is contingent upon governmental approvals that are complex and time consuming to obtain and that, depending upon the location of the project, involve multiple governmental agencies. The duration and success of such approvals are subject to many variables outside of our control. Any significant delays in obtaining or renewing permits or licenses in the future could have a material adverse effect on us.
The Company is subject to media coverage relating to mining and the production of uranium and other forms of nuclear energy, as well as the production of RE Carbonate, separated REEs and other REE products, HMC, HMS and metal and alloy products and the extraction and concentration of radioisotopes for use in TAT medical treatments, some of which can be inaccurate, non-objective or politically motivated. As a result, the Company is frequently required to address or respond to such media coverage, which can be costly and time-consuming for the Company. Such inaccurate and non-objective media coverage can also negatively impact public perception of the Company’s activities, the market for the Company’s securities, government relations, permitting activities and legal challenges.
The REE industry is competitive, particularly to the extent it is dominated by China, which produces nearly 90% of refined REE products according to the International Energy Agency. Many Chinese companies are state-supported or subsidized, and Chinese companies bid aggressively to acquire monazite to feed this production. The Company competes with Chinese companies, and companies from other countries that are in or trying to break into the REE market, for sources of monazite, and will be expected to compete with Chinese companies and companies from other countries as they develop production capacity at the RE Carbonate crack and leach, REE separation, REE metal and alloy making, REE magnet making, and REE product marketing and sales stages of the REE supply chain, as well as for the acquisition of monazite and other mineral properties, for mining and exploration on such properties, and for the procurement of equipment, materials and personnel necessary to explore, develop and extract monazite from such properties. There is competition for a limited number of monazite and other REE feed acquisition opportunities, including competition with other companies having substantially greater financial resources, staff and facilities than the Company. As a result, the Company may encounter challenges in acquiring attractive properties and exploring and advancing properties currently in the Company’s portfolio. The Company believes that competition for acquiring monazite prospects,prospects and other REE feed materials, production of REE products and completing REE product sales will continue to be intense in the future.
Only twothree of our properties – the SheepVara Mountain andMada, Pinyon Plain and Sheep Mountain mines – contain Mineral Reserves as defined under S-K 1300 and NI 43-101.43-101 as well as the Donald Project, in which we own a 9.48% interest as of December 31, 2025. See “Item II,II. Cautionary Note to Investors Concerning Disclosure of Mineral Resources and Reserves.”
Reliable roads, bridges, power sources and water supply are important determinants affecting capital and operating costs for existing and planned operations. For the ToliaraVara Mada Project, the Donald Project and the Bahia Project, new infrastructure will need to be built to support activities. However, unusual or infrequent weather phenomena, including drought, flooding, sabotage, government and/or other interference in the maintenance or provision of such infrastructure could adversely affect our operations and activities, financial condition and results of operations.
Our operations and activities are subject to all the hazards and risks normally incidental to exploration, construction, development, extraction and mining of mineral properties, and recovery, processing 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 and 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; tailings dam failures; the availability and/or fluctuations in the costs of raw materials and consumables used in our production and recovery processes; the ability to procure mining and other equipment and operating and other supplies in sufficient quantities and on a timely basis; and other extraction, mining, recovery, milling and processing risks, as well as risks associated with our 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, our mineral properties or processing or recovery facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of extraction, mining, production and recovery from our mines or processing facilities or in our exploration, construction or development activities, delay in or inability to receive regulatory approvals to transport our uranium, vanadium, REE, HMC or HMS products, and costs, monetary losses and potential legal liability and adverse governmental action. In addition, due to the radioactive nature of the materials handled in uranium and monazite extraction, mining, recovery, processing and transportation (both trucking and shipping), additional costs and risks are incurred by us on a regular and ongoing basis.
Risks associated with our REE business.business
•The risk of achieving and maintaining an adequate supply of monazite and/or other REE feed for processing at the Mill. Although the Company has acquired the Bahia Project, it is currently at the exploration and permitting stage and is not an operating mine. The same consideration applies to the ToliaraVara Mada Project and the Donald Project, although both the ToliaraVara Mada Project and the Donald Project are at a more advanced stage, they are not operating mines at this time. As a result, the Company does not currently own its own operating monazite-bearing mine(s) and is completely dependent on contractual arrangements for its REE feed sources at this time. There can be no guarantee that the Company will be able to secure adequate monazite supply or other REE feed sources over the long-term at suitable prices or that the Bahia Project, ToliaraVara Mada Project or the Donald Project will be developed into operating monazite-producing mines. In addition, the price the Company may be required to pay for monazite sands and other REE feedstocks is subject not only to commercial factors but also to the risk of influence by foreign policy and/or foreign state-owned enterprises. We will evaluate potential acquisitions of additional mines or resource properties and joint ventures with mine or resource property owners, but there can be no guarantee that any such acquisitions or joint ventures can be realized on acceptable terms. Further, to the extent the Company is required to purchase monazite ore or other REE feed sources, we may be at a transportation cost disadvantage compared to processing facilities in China or elsewhere that may be closer to potential ore sources;
•The risk that we may not be able to increase our sources of natural monazite sands or other ores or feedstocks in amounts sufficient to sustain cost-competitive production of separated NdPr, REE oxides or other REE products at the Mill or elsewhere;
•The inability of the Company to successfully or cost-competitively process other types of REEs and uranium-bearing ores and materials at the Mill, such as MREC or those produced from coal-based resources or Alternate Feed Materials;
•The inability of the Company to successfully enhance and modify existing Mill facilities to commission or otherwise construct and operate its planned expansion of its Phase 1 Circuit and/or its Phase 2 REE separation circuitCircuit at the Mill, and potentially other downstream REE activities, including metal-making and alloying, in the future at the Mill or elsewhere, at acceptable costs or at all;
•The risk of: permit and license challenges, the failure to obtain or retain any needed permit or license amendments, or changes in regulatory attitudes or interpretations. The Mill can produce RE Carbonate and/or separated NdPr, from uranium- ore and REE-bearing monazite sand ores, but additional permitting or licensing will be required to develop the Company’s planned Phase 21 REECircuit separation circuitexpansion and facilitiesPhase at2 the Mill andCircuit and may be required to develop potential REE metal and metal alloy facilities at the Mill or elsewhere. The existing licensing regime and any new or existing permits or licenses or amendments that may be required are subject to challenge, which could delay or prevent existing production or any new construction, as well as any separation and other activities;
•The risk that further exploration, permitting and development work on the Bahia Project, ToliaraVara Mada Project and Donald Project may result in a determination by the Company that developing a mine on any of those properties is not feasible;
•The risks associated with HMC or HMS product production at the Company’s Bahia Project, ToliaraVara Mada Project, Donald Project or any other HMS project acquired by the Company in the future, and the risks associated with HMC and HMS product pricing could impact the profitability of mining any of the Company’s Bahia Project, ToliaraVara Mada Project and Donald Project or any such other HMS projects, which could impact the supply of monazite available to the Company from such projects;
•The risk of conducting exploration and mining activities in Brazil, Madagascar or any other developing or less-developed country, including: the need to rely on English/Foreign Language translations provided by third parties; variations in laws, labor practices, and social norms that could impact the Company’s ability to conduct business in a timely and effective manner; and delays caused by cross-border logistics, such as import and export processes; and
variations in laws, labor practices, and social norms that could impact the Company’s ability to conduct business in a timely and effective manner; and delays caused by cross-border logistics, such as import and export processes; and
•Failure to integrate acquisitions, including the Bahia Project, ToliaraVara Mada Project, Kwale Project and the Company’s interest in the Donald Project, and/or incorrectly assess the value or risks associated with such and other potential acquisitions;
•The risk that the Company will not be successful in working with the Government of Madagascar to formalizeagree upon and finalize fiscal and other terms applicable to the ToliaraVara Mada Project through an investment agreement, amendments to existing laws or other mechanisms as appropriate, and risks associated with the ability of the Company to maintain suitable fiscal terms or enforce any agreements with the Madagascar government over time;
•The risk that monazite will not be added to the ToliaraVara Mada Project’s mining permit on a timely basis, or at all or that all permits or required updates to any permits are not obtained on a timely basis, or at all;
•Risks associated with the reclamation and closure of the Kwale ProjectProject, including risks associated with the stability of tailings dams and other facilities;
•Risks of challenges by special interest groupsgroups, political figures and other parties relating to our Bahia Project, ToliaraVara Mada Project, Kwale Project, Donald Project or any other HMS projects the Company may acquire or be associated with;
•The risk that a positive FID will not be made for the ToliaraVara Mada Project, Donald Project or Bahia Project on a timely basis or at all, and that any or all of the ToliaraVara Mada Project, Donald Project and/or Bahia Project will not be developed;
◦heightened risks of: expropriation of assets; business interruption; increased taxation; import/export controls; unilateral modification of concessions and contracts; changes in laws and regulations; changes in interpretations and/or the application of laws and regulations; and negotiating and maintaining satisfactory fiscal stability and stabilityother material arrangements and obtaining foreign country government approvals on a timely basis or at all;
◦risks associated with difficulties obtaining or maintaining safe, secure and reliable access to properties in project areas to conduct data collection and other activities, including but not limited to access needed to support the collection of baseline, geotechnical or other data, due to crime, community unrest or opposition to the Company’s projects;
◦geopolitical and country risks, including the risk of government instability and associated risks; and ◦human rights-related risks associated with the conduct of business in foreign countries, including risks associated with potential occurrences of forced labor, child laborlabor, sex trafficking and sexother trafficking,human rights abuses that the Company may not be able to identify and address; and
Risks Associated with our TAT Radioisotope Initiatives.Initiatives
Risks Associated with our New Metals and Alloys Initiatives
There are a number of risks related to our new metals and alloys initiatives, including:
•The risk that our Scheme of Arrangement with ASM will not be completed on the terms previously announced or at all;
•The risk that we are not able to successfully become the largest, fully-integrated "mine-to-metal and alloy" producer outside of China;
•The risk that we are unable to close a critical strategic gap in global supply chains for magnet applications;
•The risk that the Mill proves incapable of separating monazite into REE oxides for use in ASM’s metallization facilities;
•The risk that we are not able to enhance vertical integration, margin capture, and/or market share across the REE value chain;
•The risk that we are unable to sell REE products to end-users at multiple stages;
•The risk that we are unsuccessful at addressing a lack of downstream REE refining and conversion capability;
•The risk that ASM’s Dubbo Rare Earth Project (if successfully acquired) does not strengthen our pipeline of REE development projects;
•The risk that our projects do not sufficiently supply the planned expansion of the White Mesa Mill;
•The risk that ASM’s American Metals Plant does not provide Energy Fuels with a de-risked plan to construct a metals and alloys facility in the United States, whether capable of producing 2,000 tpa of alloy or at all;
•The risk that we are unable to become the largest fully integrated producer of REE material outside of China, including for any or all of REE oxides, metals and alloys;
•The risk that the ASM acquisition (if successful) does not benefit our shareholders, ASM’s shareholders and/or our collective valued customers;
•The risk that we are unable to deliver an expanded suite of REE products;
•The risk that we are unable to expand metal and alloy making in the U.S.;
•The risk that ASM’s Dubbo project does not provide additional long-term REE development and growth opportunities to our existing mineral resource portfolio;
•The risk that we are unable to capture accretive opportunities, differentiate ourself amongst our peers and/or ultimately provide unique value to customers in the ex-China rare earth supply chain;
•The risk that our actions do not translate into increased margins, cash flows, or market share for the Company and our shareholders;
•The risk that our exploration, permitting and/or development projects cannot be brought into commercial production; and
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
New heading “Uranium Segment”
New heading “Mill Activities (Uranium)”
New heading “ISR Uranium Extraction and Recovery Activities”
New heading “Uranium Permitting and Development Activities”
New heading “Other Mill Activities”
New heading “Rare Earth Elements Segment”
New heading “REE Market Overview”
New heading “Existing Phase 1 Circuit”
New heading “Planned Expansion of Phase 1 Circuit”
New heading “Planned Phase 2 Circuit”
New heading “Recent Activities in the REE Segment”
New heading “Proposed Acquisition of Australia Strategic Materials Limited”
New heading “Heavy Mineral Sands Segment”
New heading “Succession Planning”
New heading “Accretion of asset retirement obligations”
New heading “Income tax benefit”
New heading “Convertible Senior Notes”
New heading “Year Ended December 31, 2025 Compared to Year Ended December 31, 2024”
New heading “Off-Balance Sheet Arrangements”
Removed heading “Operations Update and Outlook for 2025”
Removed heading “Mill Activities”
Removed heading “Heavy Mineral Sands Initiatives”
Removed heading “Acquisition of Base Resources”
Removed heading “Joint Venture with Astron on the Donald Project”
Removed heading “Recovering Medical Isotopes for Advanced Cancer Therapies”
Removed heading “The San Juan County Clean Energy Foundation”
Removed heading “Continued Efforts to Minimize Costs”
Removed heading “Vanadium concentrates”
Removed heading “Costs applicable to vanadium concentrates”
Removed heading “Rare Earth Element Segment Results”
Removed heading “Costs applicable to RE Carbonate”
Removed heading “Year Ended December 31, 2023 compared to Year Ended December 31, 2022”
Removed heading “Uranium Segment Results”
Removed heading “Uranium concentrates”
Removed heading “Vanadium concentrates”
Removed heading “Alternate feed materials”
Removed heading “Costs applicable to uranium concentrates”
Removed heading “Costs applicable to vanadium concentrates”
Removed heading “Heavy Mineral Sand Segment Results”
Removed heading “Costs applicable to RE Carbonate”
Removed heading “Underutilized capacity production costs applicable to RE Carbonate”
Removed heading “Year Ended December 31, 2023 Compared to Year Ended December 31, 2022”
Removed heading “a. Production Stage”
Removed heading “c. Depreciation of mining and recovery assets acquired”
Largest changes
“On August 26, 2025, the Company announced that it signed a Memorandum of Understanding with Vulcan Elements (the “Vulcan MOU”) to create a secure, ex-China supply chain for rare earth permanent magnets (“REPMs”). Under the Vulcan MOU, the Company will supply high-purity NdPr and Dy oxides produced at its White Mesa Mill from U.S.-sourced monazite concentrates for validation in Vulcan’s REPM production processes. Following validation, the parties intend to negotiate long-term supply agreements. …”see in full comparison
“In accordance with its plans to expand its REE production to include metals and alloys, on January 20, 2026, the Company entered into a definitive agreement to acquire 100% of the issued share capital of ASM by way of a scheme of arrangement under Australian law. ASM is an Australian-based critical minerals company with REE mining, processing, and metallization assets, including the Dubbo Project in New South Wales, a metallization and alloying facility in South Korea, and plans to potentially construct a metallization and alloying facility in the U.S. …”see in full comparison
“The Company also believes the long-term fundamentals of the REE sector point to higher sustained pricing, especially in markets that require or prefer non-Chinese material. According to industry forecaster Adamas Intelligence, the demand for REEs is expected to be primarily driven by increased demand for neodymium-iron-boron (“NdFeB”) magnets used in robotics, advanced air mobility and EVs (including hybrid EVs). …”see in full comparison
“The Company also believes the long-term fundamentals of the REE sector point to higher sustained pricing over the long-term. According to industry forecaster Adamas Intelligence, the demand for REEs is expected to be primarily driven by increased demand for neodymium-iron-boron (“NdFeB”) magnets used in robotics, advanced air mobility, and electric vehicles (including hybrid electric vehicles). Adamas forecasts demand for separated NdPr, Dy and Tb to grow at a compound annual growth rate (“CAGR”) of 8.7% through 2040, while global production will grow at a slower rate of 5.1%. …”see in full comparison
“We are not aware at this time of any trends or uncertainties that have had or are reasonably likely to have a material impact on revenues, income or cash flows of the Company, other than: (i) recent activity in uranium markets, which has resulted in: (a) the Company’s six long-term uranium supply agreements, with 740,000 to 880,000 pounds of deliveries in 2026 depending on customer elections and an average of nearly 760,000 pounds of deliveries per year from 2026 through 2032; (b) the Company continuing mining at three of its uranium mines (Pinyon Plain, La Sal and Pandora); …”see in full comparison
“Year Ended December 31, 2023 compared to Year Ended December 31, 2022”see in full comparison
Full comparison: every changed paragraph (275)
The following discussion and analysis should be read in conjunction with our financial statements for the three years ended December 31, 2025, 2024 and 2023 and the related notes thereto. The purpose of this Item 7 is: (i) to provide material relevant to an assessment of the financial condition and results of operations of Energy Fuels Inc., including an evaluation of the amounts and certainty of cash flows from operations and from outside information sources; and (ii) to focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not necessarily indicative of future operating results or of future financial condition. This Discussion and Analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth in “Part I, Item 1A. Risk Factors” and elsewhere in this Annual Report. See “Item II,II. Cautionary Statement Regarding Forward-Looking Statements.”
All dollar amounts stated herein are in U.S. dollars, except share and per share amounts and currency exchange ratesrates, unless specified otherwise. References to “Cdn$” refer to Canadian dollars, “AUS$” refer to Australian dollars and “$” to U.S. dollars.
Our Company
We produce several of the critical materials essential to U.S. energy security and advanced technologies, including uranium, vanadium, REEs and HMS, strengthening domestic supply chains and reducing reliance on foreign sources. The Company owns uranium, uranium/vanadium and REE/HMS properties and projects in various stages of operation, development, exploration and permitting, as well as fully permitted uranium and uranium/vanadium projects on standby. The Company’s White Mesa Mill, near Blanding, Utah, is the only licensed and operating uranium mill, and the only uranium mill capable of producing separated REE products, in the U.S. The Company is also evaluating the potential to recover radium at the Mill for use in cancer treatments.
The Mill is our key to building a critical minerals hub in the U.S. because of its ability to process uranium, vanadium, REEs and potentially radium. Uranium is the strategic fuel powering carbon-free, emission-free baseload nuclear energy, and one of the most reliable forms of power supporting U.S. energy independence and decarbonization goals. The REEs we are now producing are essential to manufacture permanent magnets used in EVs, hybrid EVs, defense systems, robotics and other advanced technologies. The titanium and zirconium products derived from our HMS production are used in national security and other key industries. Titanium is used in aircraft engines and airframes, spacecraft components, medical devices and pigments; while zirconium is crucial for fuel rod cladding, reactor components, jet engine parts and advanced ceramics in a wide range of applications in the medical, aerospace and chemical industries. The radium that we are evaluating recovering from our REE and uranium processing streams have the potential to provide materials needed for emerging TAT cancer treatments.
In addition, Energy Fuels recovers uranium from Alternate Feed Materials at the Mill, thereby recycling valuable resources that would otherwise be discarded and returning them to the fuel cycle to support U.S. nuclear energy and national security objectives.
The Company has secured its own sources of REE- and uranium-bearing monazite sands in furtherance of a fully integrated U.S.-based REE supply chain. These include the Vara Mada Project in Madagascar, the Donald Project in Australia through the Company’s Donald Project JV, and the Bahia Project in Brazil.
The Company is currently: mining uranium ore from its Pinyon Plain, La Sal and Pandora mines, located in Arizona and Utah, respectively, and processing and/or stockpiling the mined mineralized material at the Mill; processing stockpiled uranium mineralized material and Alternate Feed Materials at the Mill for the production of finished U3O8 product; completing sales of U3O8 under its portfolio of long-term contracts and on the spot market; negotiating fiscal and stability arrangements, seeking government approvals, and performing permitting and development activities at its Vara Mada HMS and REE project in Madagascar in preparation for a FID, which the Company expects could be made as early as 2027 if fiscal and stability arrangements are finalized; performing development activities at its Donald Project in Australia in preparation for a FID, which the Company expects could be made as early as Q1 2026; performing various permitting, exploration, and development activities at its uranium and uranium/vanadium properties in the U.S.; and performing reclamation and monitoring activities at its Kwale Project in Kenya.
Recent Developments
Uranium Segment
Operations Update and Outlook for 2025
Uranium Market Overview
The Company believes that uranium supply pressure and demand fundamentals point to higher sustained uranium prices in the future.future The Company believesand that the advancement of reliable nuclear energy, fueled by uranium, is experiencing a global resurgence with an increased focus by governments, policymakers, technology companies,companies and citizens on decarbonization, electrification,electrification and security of energy supply. In addition, a number of factorsfactors, including restrictions on Russian uranium products in the U.S., transportation challenges, trade policies, production challenges and financial entities purchasing uranium on the spot marketproducts to hold for thean long-termextended period has the potential to result in higher sustained spot and termlong-term prices and,and to potentially induce utilities to enter into moreadditional long-term contracts with non-Russian producers, likesuch as Energy Fuels,Fuels. These factors additionally have the potential to foster security of supply, avoidthe avoidance of transportation and logistics issues,issues and ensure more certain pricing. Indeed, the past two years have seen the highest levels of long-term contracting by utilities since 2012, according to TradeTech.
We have six long-term uranium contracts with major U.S. utilities at this time. The Company also entered into one uranium ore purchase agreement with a third-party miner in the vicinity of the Mill during 2025 and has the potential to enter into additional agreements as market conditions warrant.
In 2022, we entered into three long-term uranium contracts with major U.S. utilities, and in 2024, we entered into a fourth long-term contract with a major U.S. utility. To deliver under these contracts, the Company commenced ore production at three of its permitted and developed conventional uranium mines, Pinyon Plain, La Sal and Pandora, located in Arizona and Utah for uranium production. The Company also expects to enter into a uranium ore purchase agreement with one or more third-party miners in the vicinity of the Mill during 2025. The Company will stockpile ore from production at these three conventional mines, and any ore purchases from third-party miners, at the Mill for processing in 2025 or subsequent years, subject to market conditions, contract requirements and the Mill’s schedule. The Company will also continue to produce uranium from its alternate feed recycling program, and potentially existing ore stockpiles at the Mill.
During 2025, the Company expects to mine ore from its Pinyon Plain, La Sal and Pandora mines containing 730,000 to 1,170,000 pounds of U3O8, depending on mining rates, contract requirements, and market conditions, which will be stockpiled at the mines and Mill pending processing at the Mill. In addition, the Company expects to receive additional alternate feed materials, cleanup material and to purchase ore from third-party miners containing approximately 160,000 to 200,000 pounds of U3O8, which when combined with the mined ore is expected to result in an increase in uranium contained in ore inventories and work in process during the year by 890,000 to 1,370,000 pounds of U3O8. Uranium processing activities are expected to result in total finished uranium production of 200,000 to 250,000 pounds of uranium during 2025, which (combined with existing inventories) is expected to be sufficient to complete uranium sales in 2025. The final mix between quantities of U3O8 contained in ore inventories and quantities of U3O8 in finished product inventory at the end of 2025 will depend on the timing of processing stockpiled uranium ore at the Mill (which could occur in 2025 or be deferred to subsequent years), on any additional ore purchases from third-party miners, on any additional alternate feed and cleanup materials received, and on any spot uranium sales or purchases the Company may elect to complete in 2025 in response to uranium prices, market conditions, contract requirements and other factors.
Additionally, the Company is preparing two additional mines in Colorado and Wyoming (Whirlwind and Nichols Ranch) for expected production within one year from a “go” decision and is advancing several other large-scale U.S. mine projects in order to increase uranium production in the coming years in response to potentially strong uranium market conditions. With strong market conditions, the Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels’ uranium production to a run-rate of over two million pounds of U3O8 per year as early as 2026. The exact timing for resumption of production from each of these projects will be subject to current and future uranium market conditions and/or procurement of additional long-term contracts. In 2025, the Company also plans to continue to advance permitting and development on the Roca Honda and Bullfrog projects, which together with the Company's Sheep Mountain Project, could expand the Company’s uranium production to a run-rate of up to five million pounds of U3O8 per year in the coming years, as market conditions warrant. As the Company is ramping up its commercial uranium production, it can rely on its uranium inventories and potential purchases of uranium on the spot market to supplement its uranium production if necessary to fulfill its contract requirements.
The Company’s decision to ramp-up uranium production was driven by several favorable market and policy factors, including strengthening spot and long-term uranium prices in recent years, increased buying interest from U.S. nuclear utilities, U.S. and global government policies supporting nuclear energy to address global climate change, and the need to reduce U.S. reliance on Russian and Russian-controlled uranium and nuclear fuel.
The Company continually seeks to maximize capacity utilization at the Mill and new sources of revenue, including through its emerging REE and potential medical isotope businesses, as well as new sources of Alternate Feed Materials and new feed processing opportunities at the Mill, that can be processed without reliance on uranium sales prices. The Company also entered into an agreement with the Navajo Nation in January 2025, which could open the door to the Company assisting in the cleanup of AUM left over from Cold War era government programs, in addition to receiving uranium ore. (See “Part 1. Description of Business – Material Transactions and Corporate Developments – Agreement with Navajo Nation.”)
The Company also believes the long-term fundamentals of the REE sector point to higher sustained pricing over the long-term. According to industry forecaster Adamas Intelligence, the demand for REEs is expected to be primarily driven by increased demand for neodymium-iron-boron (“NdFeB”) magnets used in robotics, advanced air mobility, and electric vehicles (including hybrid electric vehicles). Adamas forecasts demand for separated NdPr, Dy and Tb to grow at a compound annual growth rate (“CAGR”) of 8.7% through 2040, while global production will grow at a slower rate of 5.1%. Robotics are expected to become the largest demand driver for NdFeB magnets through 2040. The Company is also observing significant interest in creating new REE supply chains that are not connected to China, further compounding the REE opportunity for Energy Fuels.
The Company has significantly advanced its REE programs, including the commissioning of commercial REE (NdPr) separation capabilities at the Mill, while securing HMS mines that are expected to supply significant quantities of natural monazite sands feedstock to the Mill for processing into separated REE products. This includes the Company’s recent acquisition of Base Resources, which owns the Toliara Project and Kwale Project, and through its recently formed joint venture with Astron to jointly develop the Donald HMS and REE project (in addition to the acquisition of the Bahia Project discussed in Note 7 – Mineral Properties and Property, Plant and Equipment).
The Company completed commissioning its Phase 1 REE separation circuit at the Mill during Q2-2024, which is capable of processing 8,000-10,000 tonnes of monazite per year into 850 to 1,000 tonnes of separated NdPr per year plus an Sm+ RE Carbonate, and is advancing engineering and permitting on its Phase 2 separation facilities at the Mill to enable the production of up to 4,000 – 6,000 tonnes of separated NdPr, along with separated Dy, Tb and other REE materials (see “Rare Earth Element Initiatives” below). During the Phase 1 commissioning, the Company produced approximately 38 tonnes of separated NdPr, which is currently being qualified by REE metal and magnet manufacturers to enable future offtake of the Company’s separated REE products produced at the Mill from monazite feedstocks produced at the Toliara, Donald, and Bahia projects, in addition to third-party feedstocks purchased from other parties. The Company also plans to continue to evaluate potential opportunities in REE metal, alloy and magnet-making as they may arise.
With respect to its HMS activities, the Company plans to continue advancing each of its Donald and Toliara HMS projects to a final investment decision (“FID”) by late-2025 and mid-2026, respectively. The Company also plans to advance its permitting efforts and restart its drilling program at the Bahia Project in 2025 once the appropriate permits and surface access arrangements are in place, with the goal of getting enough information to declare an S-K 1300 compliant initial assessment and NI 43-101 compliant technical report in late 2025 or early 2026.
Mining at the Kwale Project commenced in 2013 and recently concluded at the end of December 2024, following depletion of the remaining ore reserves reported in accordance with JORC standards. Processing activities concluded in early January 2025. The sale of all remaining product stockpiles is underway and expected to be completed during the first quarter of 2025. As the costs of winding-down incurred in the fourth quarter of 2024 and early 2025, and the lower mineral grades encountered during the winding-down phase, will be reflected in the costs of goods sold attributable to the sales of remaining stockpiles in the first quarter of 2025, material gross profit margins are not expected in connection with those sales. Reclamation has been ongoing throughout the life of the Kwale Project and will continue until all the mining areas are fully reclaimed. Reclamation of the South Dune mining area was completed in 2024, with the reclamation of the Central Dune, North Dune and Bumamani mining areas scheduled for completion in 2025. Reclamation of the tailings storage facility on site has commenced and is expected to be completed by 2027, with ongoing management and monitoring expected to continue through 2037.
The Company is also evaluating the potential to recover radioisotopes from its existing uranium and REE process streams for use in the development of TAT medical isotopes for the treatment of cancer, which is seeing promising results in clinical trials to date. TAT requires reliable and secure supplies of radium, which pharmaceutical companies use to extract other short half-life, alpha-emitting elements for the production of TAT drugs. Currently, there is no domestic supplier of radium. Therefore, Energy Fuels sees a potentially significant opportunity to become the U.S. radium supplier of choice, as TAT treatments advance through clinical trials and later into widespread use.
We continually evaluate the optimal mix of critical mineral products, production, inventory and purchases in order to retain the flexibility to deliver long-term value.
Mill Activities
During the year ended December 31, 2024, the Mill focused on finalizing the commissioning of its Phase 1 REE separation circuit and producing uranium from stockpiled alternate feed materials and conventional ores. The Mill’s Phase 1 REE separation circuit is currently capable of producing separated NdPr and a “heavy” Sm+ RE Carbonate (see “Rare Earth Element Initiatives” below). In 2024, the Company received 480 tonnes of monazite from Chemours. By Q3-2024, the Mill had produced approximately 38 tonnes of separated NdPr and 10 – 20 tonnes of Sm+ RE Carbonate through successful commissioning, which exceeded the Company's expected recovery of 25 – 35 tonnes of separated NdPr. The Mill focused on processing stockpiled alternate feed materials and conventional ores during Q4-2024, which resulted in production of 158,000 pounds of U3O8. No vanadium production occurred during 2024, though the Company continually monitors its inventory and vanadium markets to guide future potential vanadium production.
The Mill advanced its research and development (“R&D”) activities on medical isotopes throughout 2024, while advancing discussions with buyers interested in offtaking material.
During 2025, the Company expects to receive additional Alternate Feed Materials, cleanup material and to purchase ore from third-party miners containing approximately 160,000 to 200,000 pounds of U3O8. The Company expects to produce between 200,000 and 250,000 pounds of finished U3O8 during the first half of 2025 from existing conventional ore inventories and Alternate Feed Materials. The amount of finished U3O8 production could exceed these amounts if the Company elects to process additional stockpiled conventional ore inventories at the Mill during 2025, which would depend on market conditions, contract requirements, and the Mill’s schedule.
The Company also plans to continue to pursue additional Alternate Feed Materials, third-party processing, ore purchases and other sources of feed for the Mill (including potential material recovered from AUM and other land cleanup work) and, when market conditions warrant, pursue the recovery of uranium and/or vanadium dissolved in the Mill’s tailings pond solutions.
Conventional Uranium Mine Activities
The Company continued ore production at the Pinyon Plain, La Sal, and Pandora mines in 2025. Production rates at the Pinyon Plain mine steadily increased over the first half of the year as the mine ramped up and remained relatively steady during the second half of the year. During the year ended December 31, 2025, the Company mined ore containing an estimated 1,530,000 pounds of uranium with an average grade of 1.62% eU3O8 at its Pinyon Plain mine, which the Company believes is one of the highest-grade uranium mines in U.S. history. The Company updated its existing pre-feasibility study into an updated S-K 1300 and NI 43-101-compliant pre-feasibility study, which was furnished through a Form 8-K filing on February 26, 2026, and which is incorporated into this Form 10-K by reference as Exhibit 96.2. The Company intends to continue exploration in the Juniper Zone during 2026. Ore from Pinyon Plain continues to be shipped to the Mill stockpile and/or process. See Part I, Item 2. The Pinyon Plain Project.
The Company’s total mined mineralized material in 2025 contained approximately 1,720,000 pounds of U3O8 combined from its Pinyon Plain, La Sal and Pandora mines. Such uranium-bearing mineralized material was processed at the Mill and/or stockpiled at the mines or Mill for future processing. Processing mineralized material at the Mill began in Q4 2025 and is expected to continue through Q2 2026, subject to market conditions, contract requirements and the Mill’s processing schedule. Mineralized material mined during 2025 that was not processed in 2025 as part of the Mill’s conventional ore run, which began in Q4 2025 and is expected to continue through Q2 2026, will remain stockpiled at the Mill and is included in the Company’s inventories of U3O8 contained in stockpiled mineralized materials at the end of 2025. The Company currently expects to process any additional stockpiled and mined mineralized material from its Pinyon Plain, La Sal and Pandora mines with the remainder of the mined mineralized material and Alternate Feed Materials stockpiled at the mines or Mill for processing during 2026 or 2027, subject to market conditions, contract requirements and the Mill’s schedule. Having stockpiled mined mineralized material available at the Mill, which can be processed into finished U3O8 product on relatively short notice, gives the Company more flexibility in securing long-term sales contracts on the most favorable terms when needed, rather than merely accepting contracts at current prices when the fundamentals suggest higher prices in the future may be expected. It also provides more flexibility to make spot sales if market conditions warrant.
During the year ended December 31, 2024, the Company continued ore production at the La Sal mine, Pinyon Plain mine and Pandora mine.
In July 2024, the Pinyon Plain Mine commenced uranium ore haulage to the White Mesa Mill on federal and state highways that crossed over the Navajo Nation, in accordance with federal law and the Mine's USFS-approved Mine Plan of Operations.
On July 31, 2024, the Navajo Nation’s President expressed that, as a result of the Navajo Nation’s long and troubled history with uranium mining during the cold war era, the Navajo Nation was concerned about the potential effects the transport of uranium ore across the Navajo Nation may have on the health, safety, and welfare of its citizens.
Although Energy Fuels believes any attempt by the Navajo Nation to prevent ore transport is preempted under federal laws, Energy Fuels voluntarily decided it was in the long-term interest of the Company to engage in good-faith discussions with the Navajo Nation to address its concerns and potentially seek other areas of mutual agreement and collaboration.
As a result, Energy Fuels voluntarily agreed to delay transporting uranium ore across the Navajo Nation for a reasonable time while the parties engaged in good faith discussions aimed at reaching a suitable agreement. Pending the agreement, mining continued at the Pinyon Plain mine, but at a reduced rate with mined ore being stockpiled at the mine site and with other necessary underground mine development activities continuing at an accelerated rate.
On January 29, 2025, the Company announced it had signed a landmark agreement with the Navajo Nation governing the transport of uranium ore along federal and state highways crossing the Navajo Nation. Ore transport from the Pinyon Plain mine in northern Arizona to the Mill resumed on February 12, 2025. Upon resolution of this matter, the Company resumed mining at Pinyon Plain at full capacity.
During 2024, the Company produced approximately 29,800 tons of ore containing approximately 350,000 pounds of U3O8 from the Pinyon Plain mine and La Sal Complex. Subject to market conditions, the Company currently expects to mine 85,000 to 115,000 tons of ore containing approximately 730,000 to 1,170,000 pounds of contained U3O8 from its Pinyon Plain, Pandora and La Sal mines during 2025. Such uranium-bearing ore will be stockpiled at the mines or Mill for processing in 2025 or at a future date, subject to market conditions, contract requirements, and the Mill’s schedule. The Company also expects to purchase uranium ore from third-party miners in the region, and there is the potential to receive additional Alternate Feed Materials and mine cleanup materials, expected to total approximately 160,000 to 200,000 pounds of additional contained uranium in ore inventories, all of which will be processed as market conditions, Mill schedules, and contract requirements may warrant. As the Company currently has sufficient finished U3O8 inventory to meet its 2025 contract delivery requirements and may elect not to sell uranium into the spot market in 2025 at current prices, the Company may decide to defer processing all or a portion of such stockpiled uranium ore inventories until after the end of 2025, thereby freeing up Mill capacity for an REE processing run or other uses during the second half of 2025. In addition, having stockpiled mined ore available at the Mill, which can be processed into finished U3O8 product on relatively short notice, gives the Company more flexibility in securing long-term sales contracts on the most favorable terms when needed, rather than merely accepting contracts at current prices when the fundamentals suggest higher prices in the future may be expected.
As mentioned above, the Company also expects to produce between 200,000 and 250,000 pounds of finished U3O8 during the first half of 2025 from existing conventional ore inventories and Alternate Feed Materials.
The Company plans to continue to maintain its other uranium projects and facilities in a state of readiness for the purpose of restarting mining activities on an expedited basis, as contract obligations and market conditions may warrant. To this end, the Company expects to continue rehabilitation and development work at its Whirlwind mine in preparation for future production. Although the timing of the Company’s plans to extract and process mineralized materials from the Whirlwind mine will be based on contract requirements, inventory levels,levels and/or sustained improvements in general market conditions, the Company currently expects the Whirlwind mine, along with the Company’s Nichols Ranch ISR project, to be able to commence uranium production within one (1) year from a “go” decision,decision. whichWith strong market conditions, the Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels'Fuels’ uranium production by up to aapproximately run-rate of over two (2) million600,000 pounds of U3O8 per year starting as early as 2026, as market conditions may warrant.2027.
In 2025, the Company also plans to continuecontinued advancing permitting and development on its Roca Honda Project, a large, high-grade conventional project in New Mexico andMexico, its Bullfrog Project in Utah, and its EZ Project in Arizona, which together with its Sheep Mountain Project,Project (a large conventional project in Wyoming,Wyoming) could expand the Company’s uranium production to a run-rate of up to five million pounds of U3O8 per year in the coming years. The Company is also continuing to maintain required permits at its other conventional projects, including the Energy Queen mine. All theseThese projects serve as important pipeline assets for the Company’s future conventional production capabilities, as market conditions may warrant.
Mill Activities (Uranium)
During 2025, the Mill processed stockpiled conventional mineralized materials and Alternate Feed Materials, which resulted in 1,015,000 pounds of finished U3O8 production. The Company commenced its conventional ore processing campaign at the Mill in Q4 2025 as planned, which is expected to continue through Q2 2026 due to: (i) the previously announced higher mining rate expected at the Pinyon Plain mine in 2025 and in subsequent years; (ii) the desire to produce enough finished U3O8 from this Mill run to allow the Company to fulfill its contract deliveries in 2026 and 2027, along with maintaining the flexibility to complete opportunistic spot sales; and (iii) the desire to allow the Company to allow the Mill to to make its planned expanded Phase 1 Circuit process changes at the Mill in 2026.
The Mill also continues to advance its research and development (“R&D”) activities on radium medical isotopes throughout 2025, while engaging in discussions with buyers interested in off-take agreements for the material. See Recovering Medical Isotopes for Advanced TAT Cancer Treatments below.
ISRUranium Extraction and RecoveryExploration Activities
The Company updated its existing feasibility study into an updated S-K 1300 and NI 43-101-compliant pre-feasibility study, which was completed and filed on February 26, 2026. Due to the high grades encountered during mining in the Main Zone that were not included in the original pre-feasibility study, the Mineral Resource model was re-estimated. Additionally, new drilling completed by the Company in the Juniper Zone allowed those Mineral Resources to be converted from inferred to indicated Mineral Resources and then converted to probably Mineral Reserves. As of December 31, 2025, the remaining Mineral Reserves in the Main Zone totaled 2.1 million pounds of U3O8 and the Mineral Reserves for the Juniper Zone totaled 0.5 million pounds of U3O8, acknowledging that further exploration potential exists in the Juniper Zone. The Company intends to continue exploration in the Juniper Zone during 2026.
ISR Uranium Extraction and Recovery Activities
The Company produced de minimusminimis quantities of U3O8 at its Nichols Ranch ISR Project during 2024,2025, as theit project was maintainedremained on standby. Although the Company does not expect to produce significant quantities of U3O8 in 20252026 from Nichols Ranch, the Company is undertaking exploration and development activities in 2025 to expand the resources at the Nichols Ranch Project and to further develop wellfields to be ready for potential recommencement of production within one year from a “go” decision, as market conditions warrant. At Nichols RanchRanch, the Company currently holds 34 fully permitted,permits, undeveloped wellfields, including four additional wellfields at the Nichols Ranch wellfields, 22 wellfields at the adjacent Jane Dough wellfields and eight wellfields at the Hank Project, which is fully permitted to be constructed as a satellite facility to the Nichols Ranch Plant.
Uranium Permitting and Development Activities
The Company continues to prepare two additional mines in Colorado and Wyoming (Whirlwind and Nichols Ranch, respectively) for expected production within one year from a “go” decision and is advancing several other of its large-scale U.S. mine projects in order to increase uranium production in the coming years, as market conditions warrant. With strong market conditions, the Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels’ uranium production by up to 600,000 pounds of U3O8 per year as early as 2027. The exact timing for resumption of production from each of these projects will be subject to current and future uranium market conditions and/or the procurement of additional long-term contracts. In 2026, the Company also plans to continue advancing its permitting and development on the Roca Honda, Bullfrog, and EZ Projects, which together with the Company’s Sheep Mountain Project, could expand the Company’s uranium production by over five million pounds of U3O8 per year in the coming years, as market conditions warrant. As the Company is ramping up its commercial uranium production, it can rely on its uranium inventories and potential purchases of uranium on the spot market to supplement its uranium production if necessary to fulfill existing contract requirements.
Other Mill Activities
The Company continually seeks to maximize capacity utilization at the Mill and add new sources of revenue, including through its emerging REE/HMS and potential TAT radioisotopes business lines, as well as new sources of Alternate Feed Materials and new feed processing opportunities at the Mill that can be processed without reliance on uranium sales prices. The Company also entered into an agreement with the Navajo Nation in January 2025, which could open the door to the Company assisting in the cleanup of AUM left over from Cold War era government programs predating the Company while recycling uranium from ore historically lost to direct disposal.
TAT Activities
The Company is also evaluating the potential to recover Ra-226 and Ra-228 from its existing uranium and REE process streams for use in the development of TAT medical isotopes for the treatment of cancer, which is seeing promising results in clinical trials to date. TAT requires reliable and secure supplies of radium, which pharmaceutical companies use to extract other short half-life, alpha-emitting elements for production of TAT drugs. Currently, there is no domestic supplier of radium. Therefore, Energy Fuels sees a potentially significant opportunity to become the U.S. radium supplier of choice, as TAT treatments advance through clinical trials and later into widespread use.
Rare Earth Elements Segment
REE Market Overview
The Company also believes the long-term fundamentals of the REE sector point to higher sustained pricing, especially in markets that require or prefer non-Chinese material. According to industry forecaster Adamas Intelligence, the demand for REEs is expected to be primarily driven by increased demand for neodymium-iron-boron (“NdFeB”) magnets used in robotics, advanced air mobility and EVs (including hybrid EVs). Adamas forecasts demand for separated NdPr, Dy and Tb to grow at a compound annual growth rate (“CAGR”) of 8.7% through 2040, while global production is expected to grow at a slower rate of 5.1%. Robotics are expected to become the largest demand driver for NdFeB magnets through 2040. The Company is also observing significant interest in creating new REE supply chains that are not connected to China, further compounding the REE opportunity for Energy Fuels.
What changed in the latest 10-Q
Risk Factors
New heading “Risks relating to the Conditional Financing Commitment”
New heading “There can be no assurances that all conditions to the Conditional OSC Financing will be satisfied, that the proposed financing will be completed or that the proposed financing will not be modified, challenged or impaired in the future, each of which could have a material adverse effect on our business, results of operations and financial position.”
New heading “Energy Fuels’ business is subject to change in U.S. policy, regulation and funding could impair the Company’s ability to operate its existing business and pursue its strategic plans.”
New heading “The Conditional OSC Financing contains affirmative and negative covenants that may impair our ability to operate in the normal course of business, which could have a material adverse effect on its business.”
New heading “Risks of entering into the Merger Agreement and VAC Merger”
New heading “The market price of the Common Shares may be adversely affected as a result of the VAC Merger consideration and related financing arrangements.”
New heading “If the VAC Merger Preferred Share Consideration is issued, holders of our preferred shares will have certain preferential rights over holders of Common Shares.”
New heading “Closing Conditions to the VAC Merger may not be satisfied.”
New heading “The Merger Agreement may be terminated in certain circumstances.”
New heading “Significant transaction and transaction-related costs have been incurred and will continue to be incurred.”
New heading “Changes in the risk and investment profile of our Common Shares.”
New heading “Integration and failure to realize benefits, including synergies.”
New heading “We may face new tax risks in certain VAC operating jurisdictions.”
New heading “VAC has not been subject to internal control infrastructure requirements that U.S. public companies are required to comply with.”
New heading “Risks relating to the Combined Company’s business and operations”
New heading “a.Risks related to the jurisdictions in which the Combined Company will operate.”
New heading “b.Foreign Currency Risks.”
New heading “c.The Combined Company’s operations outside the U.S. and Canada will require compliance with a number of international regulations and stock exchange listing requirements, particularly in the U.S., Canada, Australia and Europe, violations of which could have a material adverse effect on the business, consolidated results of operations, and consolidated financial condition.”
New heading “d.The Combined Company will be subject to risks normally encountered by companies in the manufacturing and magnetics industry.”
New heading “e.The Combined Company may be adversely affected by fluctuations in demand for, and prices of, magnet materials, and by U.S. federal administration changes.”
New heading “f.The Combined Company’s operations are expected to rely on third-party sources for key REE, including suppliers in China, which may be subject to export controls or other restrictions.”
New heading “g.The Combined Company depends on its senior management team and other key personnel, and the loss of such personnel or an inability to attract and retain skilled employees could adversely affect the Combined Company’s business.”
Largest changes
“f.The Combined Company’s operations are expected to rely on third-party sources for key REE, including suppliers in China, which may be subject to export controls or other restrictions.”see in full comparison
“The Combined Company’s operations will require compliance with a number of international regulations, particularly in the U.S., Canada, Australia and Europe, and other international regulations. …”see in full comparison
“The Conditional OSC Financing also subjects us to various laws, regulations, and other policies and considerations that may constrain our future business or otherwise have a material adverse impact on our future financial results. …”see in full comparison
“The Conditional OSC Financing contains affirmative and negative covenants that may impair our ability to operate in the normal course of business, which could have a material adverse effect on its business.”see in full comparison
“c.The Combined Company’s operations outside the U.S. and Canada will require compliance with a number of international regulations and stock exchange listing requirements, particularly in the U.S., Canada, Australia and Europe, violations of which could have a material adverse effect on the business, consolidated results of operations, and consolidated financial condition.”see in full comparison
“Energy Fuels’ business is subject to change in U.S. policy, regulation and funding could impair the Company’s ability to operate its existing business and pursue its strategic plans.”see in full comparison
Full comparison: every changed paragraph (58)
ThereOther than as set out below, as of the date of this Quarterly Report on Form 10-Q, there have been no material changes fromin theour risk factors from those disclosed in Item 1A of ourthe Company’s Annual Report on Form 10-K for the year ended December 31, 2025, other than as disclosed in this Form 10-Q for the three months ended March 31, 2026.2025.
Risks relating to the Conditional Financing Commitment
There can be no assurances that all conditions to the Conditional OSC Financing will be satisfied, that the proposed financing will be completed or that the proposed financing will not be modified, challenged or impaired in the future, each of which could have a material adverse effect on our business, results of operations and financial position.
The Conditional OSC Financing is subject to further due diligence, finalization of agreements, closing conditions and approvals.
There can be no assurances that all conditions will be satisfied and that the proposed financing will be completed, and that funding of and support for the transactions contemplated by the financing commitment will not be modified, challenged or impaired in the future, which could have a material adverse effect on our business, results of operations and financial position.
In the event of any termination or frustration of the Conditional OSC Financing, in full or in part, we may have limited recourse and remedies available against the OSC and the U.S. federal government.
Energy Fuels’ business is subject to change in U.S. policy, regulation and funding could impair the Company’s ability to operate its existing business and pursue its strategic plans.
Our operations are subject to extensive regulatory requirements enforced in part by the U.S. federal government. If government regulations are interpreted or enforced in a manner adverse to us, we may be subject to enforcement actions, penalties, exclusion, and other material limitations on our operations. Any changes in U.S. federal regulations or a failure to comply with the terms of the agreements with the U.S. federal government could impair our ability to operate our existing business and pursue our strategic plans. Furthermore, the potential opportunities afforded Energy Fuels by participating in a government financing program like that of the OSC are unique. While this financing is expected to enhance Energy Fuels’ ability to pursue its strategic goals, including sourcing of heavy rare earth feedstock and securing necessary environmental permits and approvals, Energy Fuels remains solely responsible for meeting all commercial and regulatory requirements.
The Conditional OSC Financing also subjects us to various laws, regulations, and other policies and considerations that may constrain our future business or otherwise have a material adverse impact on our future financial results. We may be subject to heightened scrutiny of our business activities with both government and non-government customers, government audits, investigations, congressional scrutiny, inquiries about conflicts of interest, civil or criminal enforcement by the Department of Justice (including actions under the False Claims Act), exclusion or limitation on future government-funded opportunities, suspension, debarment, and other administrative remedies.
The Conditional OSC Financing contains affirmative and negative covenants that may impair our ability to operate in the normal course of business, which could have a material adverse effect on its business.
The Conditional OSC Financing specifies additional steps that we must take to proceed toward financial close on the loan, including fulfilling financial, legal, technical and other due diligence requirements. Additionally, the Conditional OSC Financing contains affirmative and negative covenants that could impair our ability to operate in the normal course of business. If strategic transactions that we wish to undertake are prohibited by the Conditional OSC Financing, our ability to operate in the ordinary course of business could be materially impacted. It is noted that the Conditional OSC Financing expressly contemplates the ASM transaction and transactions such as the VAC Merger. However, both transactions remain subject to OSC due diligence which could impact the availability or timing of the proposed financing.
Additionally, the Conditional OSC Financing contemplates a potential for warrants to be issued. The amount or terms of such warrants have not yet been determined. If warrants are issued and are exercised, the issuance of the Common Shares underlying such warrants will dilute the ownership interests of holders of Common Shares and reduce the value of their investment.
Risks of entering into the Merger Agreement and VAC Merger
The market price of the Common Shares may be adversely affected as a result of the VAC Merger consideration and related financing arrangements.
The VAC Merger Consideration consists of: (i) $718 million (being the VAC Merger Cash Consideration); (ii) 65,853,000 Common Shares (subject to the maximum number of Common Shares constituting the VAC Merger Share Consideration that may be issued without obtaining the approval of our shareholders under applicable Canadian securities laws; and (iii) VAC Merger Preferred Share Consideration, issued, as set out in the Merger Agreement, to replace Common Shares removed from the VAC Merger Share Consideration to comply with Canadian Securities Laws (with the number of Preferred shares increased in accordance with the Merger Agreement if the VAC Merger Share Consideration is so reduced) and/or to provide an additional value top up if the market price of the Common Shares at closing is below a specified reference price.
The increase in the number of issued and outstanding Common Shares may lead to sales of such shares or perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Common Shares. Further, the issuance of the VAC Merger Share Consideration may dilute the ownership interests of holders of Common Shares and reduce the value of their investment. Similar dilution could result from the sale of assets to meet liquidity requirements.
In addition, we currently anticipate using some or all of the proceeds of the Senior Secured Term Loan Facility, together with cash on hand, to fund the VAC Merger Cash Consideration. Under the terms of the Senior Secured Term Loan Facility, amounts to be funded will be reduced by the net cash proceeds from the issuance or incurrence of certain debt, the issuance of equity financing (including equity and debt securities convertible or exchangeable into or exercisable for equity securities, other equity-linked securities or hybrid debt-equity securities) and non-ordinary course asset sales. To the extent that we issue equity securities or equity-linked securities, or incur additional debt, to reduce or repay amounts drawn under the Senior Secured Term Loan Facility, such issuances could further dilute the ownership interests of holders of Common Shares and/or increase our leverage and debt-servicing obligations, post-closing of the ASM and VAC transactions. Additional debt may also impose further covenants and restrictions on our operations.
If the VAC Merger Preferred Share Consideration is issued, holders of our preferred shares will have certain preferential rights over holders of Common Shares.
If the VAC Merger Preferred Share Consideration is issued at closing, such holders will have preferred rights to our assets upon liquidation, the right to receive dividends before dividends would be declared to holders of Common Shares, and the right to the redemption of such preferred shares, possibly together with a premium, prior to the redemption of Common Shares.
Closing Conditions to the VAC Merger may not be satisfied.
Implementation of the Merger Agreement is subject to the satisfaction or waiver (where permitted) of a number of closing conditions. There can be no guarantee that the closing conditions will be satisfied or waived (where permitted), or, if satisfied or waived (where permitted), when that will occur. Certain closing conditions are beyond our control and VAC’s control, including regulatory approvals. Any failure or delay in satisfying the closing conditions could prevent or delay the implementation of the Merger Agreement, which could reduce the benefits that we and VAC expect to obtain from the VAC Merger, increase the costs associated with the VAC Merger and/or impede the successful integration of our and VAC’s businesses.
The Merger Agreement may be terminated in certain circumstances.
We and VAC have the right to terminate the Merger Agreement in circumstances pursuant to Section 9.01 of the Merger Agreement. As such, there is no certainty that the Merger Agreement will not be terminated by either VAC or us before the VAC Merger is completed.
In this scenario, the market price of Common Shares may fall and there is no assurance that any alternative proposal will emerge (and if such proposal emerges, there is no assurance that it will be at an equivalent or lower price than the implied price to be paid to acquire VAC under the Merger Agreement).
Significant transaction and transaction-related costs have been incurred and will continue to be incurred.
Both VAC and us have incurred, and will continue to incur, significant costs associated with the Merger Agreement and combining our businesses with those of VAC. Fees and expenses related to the VAC Merger include financial adviser fees, filing fees, taxes, legal, accountant and regulatory fees. Some of these costs will be paid regardless of whether the VAC Merger is completed.
Changes in the risk and investment profile of our Common Shares.
The closing of the VAC Merger will alter the risk exposure of our shareholders, as they will be exposed to risks relating to each of our business, ASM, and VAC (the “Combined Company”) (including the integration of VAC).
Integration and failure to realize benefits, including synergies.
On and from the closing, we expect to pursue and realize benefits of increasing operations across magnets and manufacturing with REE.
There is a risk that we may not achieve the strategies, operational objectives and benefits (in whole or in part) or that they will not materialize or will not materialize to the extent that we contemplate, or they will be delayed. This may occur due to matters beyond our control, or as a result of changes in circumstances or strategies. A failure to achieve these strategies, operational objectives and benefits could have an adverse impact on our operations, financial performance and financial position. There is also a risk that the Combined Company will not benefit (in whole or in part) from the synergies and other benefits.
We may face new tax risks in certain VAC operating jurisdictions.
VAC has operations and conducts business in Germany, Slovakia, Malaysia, Finland, and other parts of the world, in which our subsidiaries do not currently operate or conduct business in. Taxation laws in these jurisdictions can be complex, subject to varying interpretations and applications by relevant tax authority and are continuously subject to changes and revisions. In addition, following the VAC Merger, we may be subject to tax liabilities that may exist at VAC or that may arise in connection with the VAC Merger which are currently unknown. Any unexpected taxes imposed on us could have a material and adverse impact on our financial position.
VAC has not been subject to internal control infrastructure requirements that U.S. public companies are required to comply with.
VAC was not required to maintain an internal control infrastructure that would meet the standards of a U.S. public company, including the requirements of the Sarbanes-Oxley Act of 2002, as amended. The costs to implement such controls and procedures may be substantial and we could encounter unexpected delays and challenges in this implementation.
In addition, we may discover significant deficiencies or material weaknesses in VAC’s financial and disclosure controls and procedures which could result in additional costs or adversely affect our business or operating results, and, as has occurred with us, the accounting for acquisitions can be complex and may lead to material weaknesses.
Risks relating to the Combined Company’s business and operations
The Combined Company’s business and industry will be subject to a number of business and operation risks, including risks that are outside of its control, which could negatively impact the Combined Company’s actual results. These risks include, but are not limited to, those set out below:
a.Risks related to the jurisdictions in which the Combined Company will operate.
The Combined Company and its businesses, and the industries in which it operates, are subject to a number of risks related to the jurisdictions in which the Combined Company operates, including risks that are outside of its control, which could negatively impact on the Combined Company’s actual operation and financial results.
b.Foreign Currency Risks.
The Combined Company’s operations will be subject to currency fluctuations. The Combined Company’s operating expenses and revenues will primarily be incurred in U.S. dollars, while some of its cash balances and expenses are measured in Canadian dollars and Brazilian real. The operations of the Combined Company’s HMS Division based in Perth, Western Australia are also primarily conducted in U.S. dollars, though some are conducted in currencies other than the U.S. dollar (including, Australian dollars, Kenyan shillings and Malagasy ariary). The operations of ASM are primarily conducted in Australian dollars, but ASM conducts some of its business in currencies other than the Australian dollar (including, U.S. dollars, and South Korean won) and VAC’s magnetic materials and product solutions based in Germany are conducted in euros. The fluctuation of the Canadian dollar, Australian dollar, Brazilian real, Kenyan shilling, South Korean won, euros and/or Malagasy ariary in relation to the U.S. dollar will consequently have an impact on the Combined Company’s profitability and may also affect the value of its assets and shareholder’s equity.
In addition, any strengthening of the U.S. dollar relative to the other currencies makes the Combined Company’s mineral extraction and recovery, metal and alloy products and magnetic materials potentially less competitive in relation to similar activities in other countries and could have a material impact on the Combined Company’s cash flows and profitability, as well as affect the value of its assets and shareholders’ equity.
c.The Combined Company’s operations outside the U.S. and Canada will require compliance with a number of international regulations and stock exchange listing requirements, particularly in the U.S., Canada, Australia and Europe, violations of which could have a material adverse effect on the business, consolidated results of operations, and consolidated financial condition.
The Combined Company’s operations will require compliance with a number of international regulations, particularly in the U.S., Canada, Australia and Europe, and other international regulations. For example, the operations are subject to the Foreign Corrupt Practices Act (“FCPA”), which prohibits certain companies and their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage. The operations are also subject to the Corruption of Foreign Public Officials Act (“CFPOA”), which is the Canadian equivalent of the FCPA, the German anti-bribery laws contained in the German Criminal Code (“StGB”), and the Australian anti-bribery laws set out in the Australian Criminal Code Act 1995 (Cth) (“CCA”). The Combined Company’s activities create the risk of unauthorized payments or offers of payments by its employees, agents, or joint venture partners that could be in violation of anti-corruption laws, even though some of these parties are not subject to the Combined Company’s control. The Combined Company cannot assure that any internal control policies and procedures and training and compliance programs for its employees and agents with respect to the FCPA, CFPOA, StGB and CCA, it may have in place at any time will protect it from reckless or criminal acts committed by its employees or agents. The Combined Company is also subject to the risks that its employees, joint venture partners, and agents outside of the U.S. may fail to comply with other applicable laws. Allegations of violations of applicable anti-corruption laws have resulted and may in the future result in internal, independent, or government investigations. Violations of anti-corruption laws may result in severe criminal or civil sanctions, and the Combined Company may be subject to other liabilities, which could have a material adverse effect on its business, consolidated results of operations and consolidated financial condition. Additionally, the Combined Company will be subject to the listing rules of Energy Fuels’ stock exchanges, including the NYSE American, TSX and ASX, as they may change over time.
d.The Combined Company will be subject to risks normally encountered by companies in the manufacturing and magnetics industry.
A component of the Combined Company’s strategy will be to produce REE and magnet products that are used in critical existing and emerging technologies, such as advanced electronics, aerospace and defense systems, energy products, robotics, and other high-growth, advanced technologies. The success of the Combined Company’s business will depend, in part, on the continued growth of these end-markets and the successful commercialization of rare earth products in such markets. If the market for these critical existing and emerging technologies does not grow as expected, grows slower than expected, or if the demand for the Combined Company’s products in these markets decreases or is manipulated by geopolitical factors (see below for additional detail), then the Combined Company’s business, prospects, financial condition and operating results could be harmed, possibly materially. In addition, the market for these technologies, particularly in the automotive industry, tends to be cyclical, which exposes the Combined Company to increased volatility, and it is uncertain as to how such macroeconomic factors will impact its business. Any unexpected costs or delays in the manufacturing of separated REE products or rare earth magnets, or less than expected demand for the critical existing and emerging technologies that use REE products, could have a material adverse effect on the Combined Company’s financial condition or results of operations.
The REE mining and processing and magnet manufacturing industry is capital-intensive with competitive market dynamics. Production of REE and magnet products is dominated by Chinese competitors. These competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve, and possibly expand their facilities. Additionally, the Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and lower labor and benefit costs. If the Combined Company is not able to achieve consistent product quality at its anticipated costs of production, then any strategic advantages that the competitors may have over them, including, without limitation, lower labor, compliance, and production costs, could have a material adverse effect on the Combined Company’s business.
e.The Combined Company may be adversely affected by fluctuations in demand for, and prices of, magnet materials, and by U.S. federal administration changes.
Changes in demand for, and the market price of (including taxes, tariffs and/or fees imposed upon) magnet materials could significantly affect VAC’s profitability and, in turn, the Combined Company’s profitability. A change in the U.S. federal administration introduces uncertainty as to shifts in policies, tariffs, taxes, regulations, priorities and (dis)engagement in international conflicts or wars, as well as geopolitical relations influenced by any one or more of such shifts, all of which may have a detrimental impact on demand.
Furthermore, supply side factors have a significant influence on price volatility for REE and magnet materials. Supply of REE and magnet materials is dominated by Chinese producers. The Chinese Central Government regulates production via quotas and environmental standards, and, to a lesser extent, regulation of imports, and has and may continue to change such production quotas, environmental standards, and import regulations. Over the past few years, there has been significant restructuring of the Chinese market in line with Chinese Central Government policy; however, periods of over-supply or speculative trading of REE and magnet materials can lead to significant fluctuations in the market price of such products.
Demand for the Combined Company’s products may be impacted by demand for downstream products incorporating rare earths, including hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies, as well as demand in the general automotive and electronics industries. Lack of growth in these markets may adversely affect the demand for the Combined Company’s products.
In contrast, extended periods of high commodity prices may create economic dislocations that may be destabilizing to REE and magnet material supply and demand and ultimately to the broader markets. Periods of high REE market prices generally are beneficial to the Combined Company’s financial performance. However, strong REE prices also create economic pressure to identify or create alternate technologies that ultimately could depress long-term demand for REE minerals and products, and at the same time may incentivize development of competing mining properties.
f.The Combined Company’s operations are expected to rely on third-party sources for key REE, including suppliers in China, which may be subject to export controls or other restrictions.
VAC and ASM source REE and/or REE oxides and other materials from various jurisdictions including China. Geopolitical tensions, export restrictions, licensing requirements, trade disputes, economic conditions, transit disruptions, public health concerns, or regulatory actions may affect the availability or cost of these materials. If we cannot obtain necessary materials at commercially reasonable prices or in adequate quantities, our ability to manufacture products - or customer demand for such products - may be adversely affected. For example, in 2025, China imposed and later expanded export restrictions and licensing requirements on certain REEs and related magnets. Although some restrictions were subsequently suspended for certain U.S. end-users, future restrictions or renewed implementation could constrain global supply. Limited access to these materials could impair our ability to manufacture certain products, increase our production costs, reduce our competitiveness relative to manufacturers with alternative supply sources and/or negatively impact downstream customers resulting in a material adverse effect on the Combined Company’s financial condition or results of operations.
g.The Combined Company depends on its senior management team and other key personnel, and the loss of such personnel or an inability to attract and retain skilled employees could adversely affect the Combined Company’s business.
The Combined Company will depend on the services of its senior management team and other key personnel, whose experience, relationships and leadership are critical to the execution of the VAC Merger strategy, including the operation and expansion of the mining, separation and magnet manufacturing activities. The loss of the services of any key member of senior management could disrupt its operations, delay the execution of strategic initiatives and adversely affect the Combined Company’s business.
In addition, efficient production of rare earth products, magnets and magnetic precursor products using modern techniques and equipment requires skilled technicians, engineers, operators and other specialized personnel. The Combined Company’s optimization and downstream efforts will significantly increase its need for such personnel, and competition for these employees may be intense. If the Combined Company is unable to hire, train and retain qualified personnel, or if it is unable to replace senior management or other key employees on acceptable terms or in a timely manner, the Combined Company’s labor costs could increase and its ability to reach anticipated production levels or execute its long-term strategy could be adversely affected. Any of these factors could have a material adverse effect on the Combined Company’s business, results of operations and financial condition.
Management's Discussion & Analysis (MD&A)
New heading “Gain on sale of assets”
New heading “Loss in unconsolidated affiliates”
New heading “Costs applicable to uranium concentrates”
New heading “Rare Earth Element Segment Results”
New heading “Heavy Mineral Sand Segment Results”
New heading “Consolidated Results of Operations”
New heading “Exploration, development and processing (excluding share-based compensation)”
New heading “Accretion of asset retirement obligations”
New heading “Selling, general and administrative (excluding share-based compensation)”
New heading “Share-based compensation”
New heading “Transactions and integration related costs”
New heading “Gain on sale of assets”
New heading “Loss in unconsolidated affiliates”
New heading “Segment Results of Operations”
New heading “Uranium Segment Results”
New heading “Uranium concentrates”
New heading “Conditional Financing Commitment”
Removed heading “Succession Planning”
Removed heading “Convertible Senior Notes”
Largest changes
The JV Agreement provides Energy Fuels with the right to invest up to AUD$183.00 million (approximatelysee in full comparison$125.75$126.17 million atMarchJune31,30, 2026 exchange rates) to earn up to a 49% interest in the Donald ProjectJV.JV and the right to offtake all monazite/xenotime produced from the project. In addition, the Company has agreed to issue Common Shares to Astron having a value of up to $17.50 million. The Company has investedAUD$39.56AUD$48.83 million ($32.87 million at June 30, 2026 exchange rates) in cash into the Donald Project throughMarchJune31,30, 2026. Further, the Company advanced AUD$37.06 million ($25.79 million) in cash to the Donald Project to purchase land, properties and certain equipment (“Advances”), which are secured by the underlying assets and do not bear interest unless in the case of default. If a positive FID is made on the Donald Project, the outstanding Advances are expected to be applied to the Company’s earn-in interest in the Donald Project JV. If a positive FID is not made, the Advances shall become due and payable subject to the terms of the JV Agreements, as amended. If a positive FID is made, the Company will have remaining cash contributions of AUD$97.11 million to complete its 49% interest earn-in after considering previous cash contributions and the conversion of the Advances to equity. The remaining $14.00 million of Common Shares will be issued upon a positive FID. As ofMarchJune31,30, 2026, the Company has a10.50%12.7% ownership interest in the Donald Project. Astron, through its subsidiary Dickson & Johnson Pty Ltd, holds the remaining89.50%87.3% interest.
Proposed Acquisition of Australian Strategic Materials Limitedsee in full comparisonIn accordance with its plans to expand its REE production to include metals and alloys, theThe Company entered into a definitive agreement on January 20, 2026, as amended on March 12, 2026, to acquire 100% of the issued share capital of ASM by way of a scheme of arrangement under Australian law. ASM is an Australian-based critical materials company withREErare earth mining, processing and metallization assets, including the Dubbo Project in New South Wales, anREEoperating metallization and alloying facility in South Korea, and plans to potentially constructan REEa metallization and alloying facility in the U.S.ASM’s Korean metals and alloying plant is one of the few facilities outside of China currently producing REE metals and alloys, including NdPr, Dy and Tb metals and Neodymium Iron Boron (“NdFeB”) and developing Dysprosium-Iron (“FeDy”) alloy production. Upon closing of this transaction, which is expected as early as July 2026, the Company believes it will be the largest, fully integrated REE “mine-to-metal and alloy” producer outside of China closing a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies.
“Exploration, development and processing (excluding share-based compensation)”see in full comparison
“Selling, general and administrative (excluding share-based compensation)”see in full comparison
see in full comparisonUranium spot prices increased modestly during the first quarter of 2026, due to several factors, including continued western bans on Russian uranium and nuclear fuel, accelerated nuclear plant restarts, life extensions, new builds including interest in using nuclear to power data centers and artificial intelligence (“AI”), uranium mine supply tightness, and entities such as the Sprott Physical Uranium Trust speculatively purchasing and sequestering material.The Company continues to believe that uranium prices will continue to rise tohigherlevelstothat support the additional primary production thatwillis expected to be required. Wecontinue toexpectto seemore nuclear units to be constructed around the world, along with existing capacity extended and protected, while primary mine production drops due to depletion of resources, reduced production, commissioning challenges, logistic issues, and insufficiently high prices.
Full comparison: every changed paragraph (175)
We produce several of the critical materials essential to U.S. energy security and advanced technologies, including uranium, REEs, vanadium and HMS, strengtheningto strengthen domestic supply chains and reducingreduce reliance on foreign adversarial sources. The Company owns conventional uranium, uranium/vanadium and REE/HMS properties, projects in various stages of operation, development, exploration and permittingpermitting, and fully permitted uranium and uranium/vanadium projects on standby. The Company’s White Mesa Mill near Blanding, Utah, is the only licensed and operating uranium mill and the only uranium mill capable of producing separated REE oxides in the U.S.
The Mill is our key to building a critical materials hub in the U.S. through the production of uranium, REEs, vanadium and potentially radium. Uranium is the strategic fuel powering carbon free, emission free baseload nuclear energy and remains one of the most reliable forms of power supporting U.S. energy independence and decarbonization goals. The REEs we produce are essential to manufacture permanent magnets used in EVs, hybrid EVs, defense systems, robotics and other advanced technologies. The titanium and zirconium products derived from our HMS production are used in national security and other key industries. Titanium is used in pigments, aircraft engines and airframes, spacecraft components, and medical devices and pigments,devices, while zirconium is crucial for fuel rod cladding, reactor components, jet engine parts and advanced ceramics in medical, aerospace and chemical applications. The radium that we are evaluating recovering from our REE and uranium processing streams havehas the potential to provide materials needed for emerging TAT cancer treatments. In addition, Energy Fuels recovers uranium from Alternate Feed Materials at the Mill, recycling valuable resources that would otherwise be discarded and returning them to the fuel cycle to support U.S. nuclear energy and national security objectives.
The Company is: mining uranium ore and mineralized material from its Pinyon Plain, La Sal and Pandora mines, located in Arizona and Utah, respectively, and processing and/or stockpiling the material at the Mill; processing stockpiled Alternate Feed Materials at the Mill for the production of finished U3O8 product; completing sales of U3O8 under its portfolio of long-term contracts and on the spot market; performing development activities at its Donald Project in Australia in preparation for aan FID, which the Company expects could be made as early as Q2Q3 2026; negotiating fiscal and stability arrangements, seeking government approvals and performing permitting and development activities at its Vara Mada Project in Madagascar in preparation for a potential FID, which thewill Companyrequire believes could be made as early as 2027 ifsuitable fiscal and stability arrangements areto be finalized with the Government of Madagascar; continuing drilling activities and resource evaluation at its Bahia Project in Brazil; performing various permitting, exploration and development activities across its uranium and uranium/vanadium properties in the U.SU.S.; and completing reclamation and post‑closure monitoring activities at its Kwale Project in Kenya.
The Company is rapidly becoming the first western company with geographically diversified commercial capabilities across every critical step of the rare earth value chain. The Company has an REE feedstock supply source at its “shovel ready” Donald Project in Australia, with respect to which the Company expects to make a final investment decision as early as Q3 2026, as well as from its Vara Mada and Bahia HMS and REE projects, once developed, which are in the permitting and development and exploration and permitting phases, respectively; processing of monazite and other REE-bearing feed materials into separated REE oxides at Energy Fuels’ White Mesa Mill (the “White Mesa Mill” or the “Mill”); REE metals and alloy production at ASM’s currently operating Korean Metals Plant and planned American Metals Plant (subject to successful acquisition of ASM, currently planned for the end of August 2026, conditional on ASM shareholder and other approvals); and high-performance permanent magnet manufacturing and assembly at VAC’s European facilities and its recently commissioned Sumter Facility, subject to the successful acquisition of VAC. On July 29, 2026, the Company announced that it had commenced construction of a commercial-scale ‘heavy’ rare earth plant at the Mill for the production of terbium (“Tb”), dysprosium (“Dy”) and other heavy REE oxides, to supply the Company’s planned rare earth metal, alloy and magnet-making capacity, which is one of the final steps in Energy Fuels integrated mine-to-magnet platform.
Conventional Uranium Mine Activities
The Company is mining ore and mineralized material at its Pinyon Plain, La Sal and Pandora mines. Such uranium-bearing ore and mineralized material is processed at the Mill and/or stockpiled at the mines or Mill for future processing, subject to market conditions, contract requirements and the Mill’s processing schedule. The Company mined contained pounds of U3O8 as follows:
(1) Weighted average grade for the three and six months ended June 30, 2026 was 0.71% and 0.91%, respectively.
(2) Contained pounds of U3O8 within ore or mineralized material from the La Sal and Pandora mines, which constitute a portion of the La Sal Project.
Ore grades at Pinyon Plain in the first half of 2026 are lower than 2025 due to moving from one high-grade zone to a lower-grade zone and are expected to increase moving forward as mining moves into higher-grade zones. Processing at the Mill began in Q4 2025 and was completed at the end of Q2 2026. Ore and mineralized material that was not processed will be stockpiled at the Mill and is included in the Company’s inventories of U3O8 contained in stockpiled ore and mineralized materials. Starting in Q3 2026, the Mill expects to process stockpiled Alternate Feed Materials, rebuild ore and mineralized material stockpiles for future processing, and begin construction on planned REE infrastructure. The Company currently expects to process any additional stockpiled and mined ore and mineralized material from its Pinyon Plain, La Sal and Pandora mines during Q4 2026 and/or 2027, subject to market conditions, contract requirements and the Mill’s schedule.
The Company mined ore containing approximately 375,000 pounds of U3O8 from the Pinyon Plain mine with an average grade of 1.12% and mined mineralized material containing approximately 50,000 pounds of U3O8 from its La Sal and Pandora mines for a total of approximately 425,000 pounds of contained U3O8 during the three months ended March 31, 2026. Ore grades at Pinyon Plain in Q1 decreased due to moving from one high-grade zone to another and are expected to increase moving forward. Such uranium-bearing ore and mineralized material was processed at the Mill and/or stockpiled at the mines or Mill for future processing, subject to market conditions, contract requirements and the Mill’s processing schedule. Processing at the Mill began in Q4 2025 and is expected to continue through at least Q2 2026, subject to market conditions, contract requirements and the Mill’s processing schedule. Ore and mineralized material that is not processed as part of the Mill’s conventional ore run, which began in Q4 2025 and is expected to continue through Q2 2026, will remain stockpiled at the Mill and is included in the Company’s inventories of U3O8 contained in stockpiled ore and mineralized materials. The Company currently expects to process any additional stockpiled and mined ore and mineralized material from its Pinyon Plain, La Sal and Pandora mines with the remainder stockpiled at the mines or Mill for processing during 2026 or 2027, subject to market conditions, contract requirements and the Mill’s schedule. Stockpiled material available at the Mill, which can be processed into finished U3O8 product on a relatively short notice, provides the Company more flexibility in securing sales on the most favorable terms when needed.
The Company plans to continue to maintain its other uranium projects and facilities in a state of readiness for the purpose of restarting mining activities on an expedited basis, as contract obligations and market conditions may warrant. To this end, the Company expects to continue rehabilitation and development work at its Whirlwind mine in preparation for future production. Although the timing of the Company’s plans to extract and process mineralized materials fromfor the Whirlwind mine will be based on contract requirements, inventory levels and/or sustained improvements in general market conditions, the Company currently expects the Whirlwind mine, along with the Company’s Nichols Ranch ISR project, to be able to commence uranium production within one (1) year from a “go” decision. With strong market conditions, the Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels’ uranium production by up to approximately 600,000 pounds per year starting as early as 2027.
The Company also acceleratedcontinued permitting and development on its Roca Honda Project, a large, high-grade conventional project in New Mexico, its Bullfrog Project in Utah, and its EZ Project in Arizona, which together with its Sheep Mountain Project (a large conventional project in Wyoming) could expand the Company’s uranium production to a run-rate of up to five million pounds of U3O8 per year in the coming years. The Company is also continuingcontinues to maintain required permits at its other conventional projects, including the Energy Queen mine. These projects serve as important pipeline assets for the Company’s future conventional production capabilities, as market conditions may warrant.
The Mill processed stockpiled conventional ore and mineralized materials and Alternate Feed Materials, which resulted in 865,000 and 1,655,000 pounds of finished U3O8 production during the three and six months ended June 30, 2026, respectively. As planned, the Company commenced its conventional ore processing campaign at the Mill in Q4 2025 and completed it in Q2 2026.
The Company currently expects to rebuild its stockpiles to process additional stockpiled and mined ore and mineralized material from its Pinyon Plain, La Sal and Pandora mines during Q4 2026 and/or 2027, subject to market conditions, contract requirements and the Mill’s schedule. Stockpiled material available at the Mill, which can be processed into finished U3O8 product on a relatively short notice, provides the Company more flexibility in securing sales on the most favorable terms when needed.
The Mill processed stockpiled conventional ore and mineralized materials and Alternate Feed Materials, which resulted in 790,000 pounds of finished U3O8 production during Q1 2026. The Company commenced its conventional ore processing campaign at the Mill in Q4 2025 as planned, which is expected to continue through at least Q2 2026 due to: (i) the previously announced higher mining rate expected at the Pinyon Plain mine in 2025 and in subsequent years; (ii) the desire to produce enough finished U3O8 from this Mill run to allow the Company to fulfill its contract deliveries in 2026 and 2027, along with maintaining the flexibility to complete opportunistic spot sales; and (iii) the desire to allow the Company to allow the Mill to make its planned expanded Phase 1 Circuit process changes at the Mill in 2026.
The Mill also continued to advance its research and development (“R&D”) activities on medical isotopes and engaging in discussions with buyers interested in off-take agreements for the material.
Uranium Permitting and Development Activities
The Company continues to prepare two additional mines in Colorado and Wyoming (Whirlwind and Nichols Ranch, respectively) for expected production within one year from a “go” decision and is advancing several other of its large-scale U.S. mine projects in order to increase uranium production in the coming years, as market conditions warrant. With strong market conditions, the Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels’ uranium production by up to 600,000 pounds of U3O8 per year as early as 2027. The exact timing for resumption of production from each of these projects will be subject to current and future uranium market conditions and/or the procurement of additional long-term contracts. In 2026, the Company also plans to continue advancing its permitting and development on the Roca Honda, Bullfrog, and EZ Projects, which together with the Company’s Sheep Mountain Project, could expand the Company’s uranium production by over five million pounds of U3O8 per year in the coming years, as market conditions warrant. As the Company is ramping up its commercial uranium production, it can rely on its uranium inventories and potential purchases of uranium on the spot market to supplement its uranium production if necessary to fulfill existing contract requirements.
The Mill also continued to advance its research and development (“R&D”) activities on medical isotopes and engaging in discussions with buyers interested in off-take agreements for the material. The Company is also evaluating the potential to recover Ra-226 and Ra-228 from its existing uranium and REE process streams for use in the development of TAT medical isotopes for the treatment of cancer, which is seeing promising results in clinical trials to date. The majority of TAT requiresdrugs will require reliable and secure supplies of radium, which pharmaceutical companies use to extractproduce other short half-life, alpha-emitting elements for production of TAT drugs. Currently, there isare no domesticcommercial suppliersupplies of radium.radium at commercial scale. Therefore, Energy Fuels sees asignificant potentially significantpotential opportunity to become the U.S.a radium supplier of choice, as TAT treatments advance through clinical trials and later into widespread use.supplier.
In late 2023 and early 2024, the Company constructedcompleted enhancementsconstruction and commissioned modifications to itsthe Mill’s existing solvent extraction (“SX”) circuits atfor the Mill for commercial separation of NdPr at the Mill, while at the same time producing “heavy” samarium-plus (“Sm+”) RE Concentrate. The Company completed theseThese modifications and fully commissionedenabled the project in Q2 2024 and completed its initial run of separated NdPr commercial production in Q3 2024. The modifications made the MillMill’s leach circuits to crack and leach monazitemonazite, togetherand with the modifications to the Mill’sits SX circuits to separate NdPrNdPr. Together, these enhancements and modifications are referred to as the “Phase 1 Circuit”.
The existing Phase 1 Circuit has the design capacity to process approximately 8,000 to 10,000 tonnes of monazite per year, producing approximately 4,000 to 6,000 tonnes of TREO,total rare earth oxides (“TREO”), containing approximately 850 to 1,000 tonnes of recoverable separated NdPr per year. Although the modifications to the Mill’s SX circuit comprised in the Phase 1 Circuit are stand-alone and dedicated to REE production and do not interfere with the Mill’s uranium and vanadium production, the Phase 1 Circuit’s crack and leach circuit shares certain circuits with the Mill’s uranium production and as a result, Phase 1 Circuit REE production and conventional uranium production cannot be run at the same time, as the Phase 1 Circuit is currently configured. It is therefore necessary at this time to switch back and forth between conventional uranium and uranium/vanadium production and Phase 1 Circuit REE production from monazite sands, which can be done with modest cost and effort.
TheAs currently configured, the Phase 1 Circuit as currently configured would allowallows for the processing of the first phase of the Donald Project monazite production,production (once that project is developed,developed) for the recovery and separation of NdPr and an Sm+ mixed RE concentrate. Separated NdPr and a mixed RE concentrate whichmay couldeither be sold on the market or stockpiled for separation of the heavies upon completion of later expansion of the Phase 1 Circuit as described below and/or the planned Phase 2 Circuit at the Mill.
Planned Expansion of Phase 1 Circuit
On July 29, 2026, the Company announced that construction had begun on an expansion of its REE separation capabilities at the Mill to enable the large-scale production of heavy rare earth oxides, in addition to its existing 850 to 1,000 tpa production capacity for NdPr. The planned expansion is expected to add the capacity to produce up to approximately 20 tpa of Tb, 120 tpa of Dy, 140 tpa of samarium (“Sm”), 20 tpa of europium (“Eu”), and 140 tpa of gadolinium (“Gd”) oxides, along with other rare earth elements (SEG Carbonates (Sm, Eu, and Gd, pending commissioning of separation circuits for those elements) and Ho+ Carbonate (holmium, erbium, thulium, ytterbium, lutetium and yttrium)). Tb and Dy are heavy rare earths added to most high-end rare earth permanent magnets (“REPMs”) to increase coercivity (resistance to demagnetization) and high-temperature performance, and to enable smaller, lighter, more powerful, and more electric motors. The planned expansion is expected to be completed by the end of 2027, with respect to the addition of the Tb and Dy circuits by the end of 2028 with respect to the addition of the Sm, Eu and Gd circuits, depending on market needs.
The Mill’s heavy rare earth expansion is sized and timed to process the anticipated near-term monazite output from the Company’s Donald Project joint venture in Australia. Subject to a positive FID (anticipated as early as Q3 2026, following completion of negotiation of project debt financing for the Donald Project with Export Finance Australia and other lenders targeting AUD$220 million), the Donald Project is expected to produce approximately 8,500 to 9,500 tonnes of monazite concentrate annually beginning in 2028. This volume, along with additional third-party feedstock currently under contract and in discussion, is expected to fully utilize the Mill’s current NdPr oxide capacity, and planned Tb and Dy oxide capacity, which is expected to be commissioned as early as Q4 2027. In turn, subject to successful acquisition of ASM and VAC, these rare earth oxides are expected to supply roughly 70% of the feedstock required for ASM’s existing and planned metal and alloy capacity in South Korea, which itself is expected to supply sufficient magnet alloy to supply over 100% of the 2,000 tonnes of magnet capacity at VAC’s existing magnet manufacturing facility in Sumter, South Carolina – the largest REPM-making facility in the U.S.
The Company is planning further enhancements to expand its heavy REE production at its Phase 1 Circuit for the planned commercial-level recovery of Tb and Dy, along with samarium (“Sm”), europium (“Eu”) and gadolinium (“Gd”), with the ability to separate other heavy REEs such as yttrium (“Y”) and lutetium (“Lu”), if market conditions or customer requirements warrant. Subject to receipt of all required regulatory approvals, financing, the successful development of these enhancements, and the receipt of sufficient quantities of monazite sand feedstock, the expanded Phase 1 Circuit is expected to be operational in 2027 with planned production recovery of up to approximately 14 tonnes of Tb and 48 tonnes of Dy per year, and potentially other heavy REEs, the existing 850 to 1,000 tonnes of NdPr capacity, from processing up to approximately 10,000 tonnes of monazite per year. The Company had previously announced its intention to start commercial production of Dy and Tb by the end of 2026, but has changed those plans in order to expand the enhancements to the Mill’s Phase 1 Circuit to allow for the additional production of Sm, Eu and Gd and to provide the ability to separate other heavy REEs in the 2027 time frame.
At the same time as these enhancements are being made to the Phase 1 Circuit, the Company plans to make further enhancements to the Phase 1 Circuit to allow for the processing of uranium- and REE-bearing mixed rare earth carbonates (“MREC”) or similar intermediaryintermediate REE products from third-party sources in the Phase 1 Circuit, subject to receipt of all regulatory approvals, financing and the successful development of these further enhancements.approvals. As MREC or similar intermediaryintermediate REE products would not need to utilize the Phase 1 Circuit’s crack and leach circuits, it is expected that such products could be separated into NdPrNdPr, Tb, Dy and other heavy REEs separatelywithout frominterfering with uranium production, thereby allowing suchthe feedstockssimultaneous toproduction beof uranium and separated into REE oxides through the Phase 1 Circuit’s SX circuits without interfering with normal Mill conventional uranium ore processing, which could be run simultaneously with the separation of such feedstocks. These enhancements are expected to be made and the Phase 1 Circuit operational to accept MREC and similar intermediary REE products in 2027.products.
This Phase 1 Circuit expansion project is estimated to have a total capital expenditure of approximately $104 million, which is expected to be supported in large part through various government grants and loans. The debt component for the heavy rare earth expansion is planned to be covered by a previously announced conditional loan commitment from the U.S. government. The equity component will be covered out of the Company’s working capital, which totaled approximately $996 million as of June 30, 2026. The Company has also applied for grant funding from other U.S. government agencies for the Phase 1 Circuit expansion.
The Company also plans to expand its NdPr, DyTb and TbDy production capability, and potentially other REE material production capability, through the development of its proposed stand-alone Phase 2 Circuit, subject to the receipt of regulatory approvals, financing, completion of engineering and the receipt of sufficient feed materials.
In January 2026, the Company announced the results of a new AACE International Class 3 Bankable Feasibility Study (“BFS”) evaluating the planned Phase 2 Circuit expansion of REE processing capabilities at the Mill. The BFS evaluated the construction of a Phase 2 Circuit designed to materially expand the Mill’s ability to process monazite and other REE-bearing feedstocks into separated REE oxides. Upon commissioning, the Phase 2 Circuit is expected to increase the Mill’s REE oxide production capacity from approximately 850 to 1,000 tpa of NdPr oxide from the Phase 1 Circuit, to over 6,000 tpa of NdPr oxide, along with approximately 80 tpa of Tb and 288 tpa of Dy oxides from the combined Phase 1 Circuit and Phase 2 Circuit. This would provide the capability to produce sufficient NdPr for up to approximately 7.0 million EVs/hybrid EVs per year. The Phase 2 Circuit would also add a dedicated monazite “crack-and-leach” circuit to the Mill’s existing leach circuits, which would allow the Phase 2 Circuit to be run completely independently of (and simultaneously with) the Mill’s conventional uranium and uranium/vanadium production.
This Phase 2 Circuit expansion is expected to process monazite supplied largely by the Company’s current and development projects, including all phases of the Donald, Vara Mada, and Bahia Projects, along with third-party monazite concentrates and MRECs. The oxides produced at the Mill from these monazites would support more than 100% of the expected internal demand of the planned expansion of ASM’s metal and alloy facility in South Korea and its planned new facility in the U.S., assuming the successful acquisition of ASM. This in turn would produce sufficient magnet alloy to supply more than 100% of the internal demand for VAC’s planned U.S. and European magnet manufacturing expansions, subject to the successful acquisition of VAC, resulting in a total integrated mine-to-magnet supply chain capable of producing 15,700 tonnes of REPMs per year in the coming years, or sufficient magnets to supply up to six million electric/hybrid-electric vehicles per year, four million humanoid robots per year, 31 million internal combustion engine vehicles per year, 3,140 offshore wind turbines per year, or 7.8 billion iPhones per year (quantities of end-use products are highly dependent on specific designs and applications – the numbers presented here are for illustrative purposes only, to give an idea of the scale of Energy Fuels’ proposed expansions).
The BFS estimates initial capital costs for the Phase 2 Circuit expansion of approximately $410.0 million (+/- 15%) and indicates attractive projected economics, including significant expected annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) over the modeled project life. The Phasedebt 2component Circuitfor expansionthese iscapital intendedcosts toare positionincluded the Company asin a leadingpreviously domesticannounced processorconditional ofloan both light and heavy REE oxides, supporting a secure U.S.-based REE supply chain. The BFS assumes feedstock supplycommitment from the Company’sU.S. HMS and monazite projects, as well as third-party sources including MREC and similar feedstocks, subject to permitting, development and market conditions.government.
The Company expects to complete the Phase 2 Circuit expansion by mid-2029, subject to licensing, financing, and receipt of sufficient feedstock.feedstock and a positive FID.
The Phase 2 Circuit expansion is intended to position the Company as a leading domestic processor of both light and heavy REE oxides, supporting a secure U.S.-based REE supply chain. The BFS assumes feedstock supply from the Company’s HMS and monazite projects, as well as third-party sources including MREC and similar feedstocks, subject to permitting, development and market conditions.
The Company has focused primarily on monazite concentrates, as they have superior concentrations of the three critical “magnet” REEs (NdPr, DyTb and TbDy) compared to many other REE-bearing minerals. Monazite concentrates typically contain higher concentrations of “heavy” REEs, including DyTb and Tb,Dy, versus many other REE-bearing ores, mainly due to the presence of xenotime, which is another REE-bearing phosphate mineral that is often found with monazite. The monazite feedstock for the Company’s REE production is expected to be procured through Company-owned mines like the Vara Mada Project and Bahia Project, as well as the Company’s joint venture interest in the Donald Project, along with other potential acquisitions, joint ventures, open market offtake (like the Company’s current arrangement with The Chemours Company), and/or other collaborations, in each case upon successful completion of development of the projects and transactions.
On March 25, 2026, the Company announced that it successfully produced its first kilogram of high‑purity Tb oxide at the Mill, representing the first U.S. primary production of this critical “heavy” rare earth material in decades.Mill. Using monazite ore sourced from the U.S., the Company achieved a Tb oxide purity of approximately 99.9% at pilot scale, which meets the specifications required by global manufacturers of rare earth permanent magnets. This milestone follows the Company’s recent pilot‑scale production of approximately 30 kg of high‑purity Dy oxide and further demonstrates the technical capability of the Company’s existing rare earth processing infrastructure to produce separated heavy rare earth oxides from primary mineral feedstocks. The Company is currently in the process of piloting Gd separation at the Mill.
Proposed Acquisition of Australian Strategic Materials Limited In accordance with its plans to expand its REE production to include metals and alloys, theThe Company entered into a definitive agreement on January 20, 2026, as amended on March 12, 2026, to acquire 100% of the issued share capital of ASM by way of a scheme of arrangement under Australian law. ASM is an Australian-based critical materials company with REErare earth mining, processing and metallization assets, including the Dubbo Project in New South Wales, an REEoperating metallization and alloying facility in South Korea, and plans to potentially construct an REEa metallization and alloying facility in the U.S. ASM’s Korean metals and alloying plant is one of the few facilities outside of China currently producing REE metals and alloys, including NdPr, Dy and Tb metals and Neodymium Iron Boron (“NdFeB”) and developing Dysprosium-Iron (“FeDy”) alloy production. Upon closing of this transaction, which is expected as early as July 2026, the Company believes it will be the largest, fully integrated REE “mine-to-metal and alloy” producer outside of China closing a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies.
Upon completion of the transaction, the Company expects ASM’s metallization and alloying capabilities to complement the Company’s existing rare earth mining, processing and separation operations and support the development of a more integrated rare earth supply chain serving key end markets, including automotive, robotics, energy and defense applications.
Under the terms of the transaction, ASM shareholders will be entitled to receive 0.053 Common Shares (or CHESS Depositary Interests) for each ASM ordinary share held, and up to AUD$0.13 per ASM share in cash, subject to customary conditions. ASM option holders are expected to receive cash consideration of AUD$0.50 per option under a concurrent option scheme of arrangement. The transaction remains subject to court, regulatory and shareholder approval under the Australian scheme of arrangement process. Australian foreign investment approval has been obtained. Subject to the satisfaction of the remaining closing conditions, the Company expects the transaction to close at the end of August 2026.
Proposed Acquisition of Vacuumschmelze GmbH & Co. KG
On June 23, 2026, the Company announced that it had entered into a definitive agreement to acquire 100% of Vacuumschmelze GmbH & Co. KG, Ara VAC TopCo US LLC and their respective consolidated subsidiaries (collectively, “VAC”) from Ara Partners. VAC is a global producer of advanced magnetic materials and permanent magnet solutions. The transaction values VAC at approximately $1.9 billion, based on Energy Fuels’ closing share price of $16.12 as of June 22, 2026, and is expected to substantially increase the Company’s participation in the global rare earth value chain by offering downstream magnetic materials and magnet manufacturing capabilities.
VAC operates REPM facilities in the U.S. (Sumter, South Carolina), Germany and Finland, as well as other magnet facilities in Slovakia, Malaysia and China. VAC is a leading producer of permanent magnet materials and magnetic solutions serving a variety of end markets, including automotive, industrial, energy, robotics, aerospace and defense applications.
The acquisitions of ASM and VAC are expected to complement the Company’s existing rare earth mining, processing and separation operations, to create an integrated platform from REE mines to magnets.
The transaction remains subject to court, regulatory and shareholder approval under the Australian scheme of arrangement process. Australian foreign investment approval has been obtained. The Company expects the transaction to close as early as July 2026.
The Company strategically entered the HMS sector to controlstrengthen the security and reliability of the Company’s internal costs and supply chains for its primary REE feedstock: monazite concentrates. Monazite concentrate is a superior REE mineral concentrate, as it contains excellent distributions of the “magnet” REEs (NdPr, DyTb and TbDy) and other “heavy” REEs such as Sm, Gd, Lu and Y which are in short supply and used in a number of technological and defense applications. Notably, monazite concentrates can be processed at the Company’s Mill by leveraging existing licenses, infrastructure and expertise. HMS mines (titanium and zirconium minerals, including ilmenite, rutile and zircon) also present an attractive future opportunity for the Company by providing an expected low-cost and large-scale monazite feedstock that the Company may then process into separated REE products at the Mill. The Company owns 100% interests in the Vara Mada (Madagascar) and Bahia (Brazil) Projects and has the right to earn up to a 49% joint venture interest in the Donald Project (Australia) pursuant to which Energy Fuels expects to offtake all REE-monazite.
The Company acquired control overof the Vara Mada Project on October 2, 2024. At the time of the acquisition, the Vara Mada Project had, since November 2019, been suspended by the Government of Madagascar. Shortly after the acquisition, on November 28, 2024, the Government lifted the suspension, and on December 5, 2024, the Company entered into a MOU with the Government of Madagascar setting forth certain key terms applicable to the Vara Mada Project. The lifting of the suspension by the Malagasy Government was a significant step in the development of the Vara Mada Project as it enabled the Company to re-commence development and other technical activities on the ground after a five-year hiatus, including the re-establishment of the Company’s social programs, additional mine planning and engineering, expanding the critical mineral resource base, and progressing other activities as necessary to progress the Vara Mada Project and achieve a positive FID, which thewill Companyrequire expects could be made as early as 2027 ifsuitable fiscal and stability arrangements areto finalized.be finalized with the Government of Madagascar.
At this time, it is too early to determine whether and to what extent these recent social and political developments in Madagascar may impact the Vara Mada Project, whether positively or negatively, including with respect to the Vara Mada Project’s development prospects or timelines, the ability to achieve suitable fiscal or other terms applicable to the Vara Mada Project or the ability to achieve a positive FID. There can be no assurance of achieving sufficient legal and fiscal stability or the timing thereof or obtaining approval of the addition of monazite to the mining permit or the timing thereof. If a stability mechanism and necessary approvals to support the Vara Mada Project are not obtained, or are obtained on terms less favorable than expected, this could delay any FID in relation to the Vara Mada Project or prevent or otherwise have a significant effect on the development of the Vara Mada Project or the Company’s ability to recover monazite from the Vara Mada Project. These developments have not had an impact on the financial results of the Company at this time. The Company will continue to monitor events as they unfold.
The Company has a joint venture with Astron, the Donald Project JV, to jointly develop and operate the Donald Project in Australia, which is a well-known REE and HMS deposit that the Company believes could provide it with anothera near-term, low-cost, and large-scale source of monazite sand that, upon development, would be transported to the Mill for the recovery of separated REE products. The Donald Project has all major regulatory approvals required to construct and operate the project. The Donald Project is notable in that the monazite concentrates expected to be produced at the project contain elevated concentrations of the “heavy” REE oxides, including DyTb and Tb.Dy. The Donald Project JV currently expects to make an FID on the Donald Project in Q3 2026, subject to market conditions and financing.
The JV Agreement provides Energy Fuels with the right to invest up to AUD$183.00 million (approximately $125.75$126.17 million at MarchJune 31,30, 2026 exchange rates) to earn up to a 49% interest in the Donald Project JV.JV and the right to offtake all monazite/xenotime produced from the project. In addition, the Company has agreed to issue Common Shares to Astron having a value of up to $17.50 million. The Company has invested AUD$39.56AUD$48.83 million ($32.87 million at June 30, 2026 exchange rates) in cash into the Donald Project through MarchJune 31,30, 2026. Further, the Company advanced AUD$37.06 million ($25.79 million) in cash to the Donald Project to purchase land, properties and certain equipment (“Advances”), which are secured by the underlying assets and do not bear interest unless in the case of default. If a positive FID is made on the Donald Project, the outstanding Advances are expected to be applied to the Company’s earn-in interest in the Donald Project JV. If a positive FID is not made, the Advances shall become due and payable subject to the terms of the JV Agreements, as amended. If a positive FID is made, the Company will have remaining cash contributions of AUD$97.11 million to complete its 49% interest earn-in after considering previous cash contributions and the conversion of the Advances to equity. The remaining $14.00 million of Common Shares will be issued upon a positive FID. As of MarchJune 31,30, 2026, the Company has a 10.50%12.7% ownership interest in the Donald Project. Astron, through its subsidiary Dickson & Johnson Pty Ltd, holds the remaining 89.50%87.3% interest.
The Bahia Project is ana HMS and REE deposit that the Company believes has the potential to supply 3,000 to 10,0005,000 tonnes of monazite per year to the Mill for decades for processing into high-purity REE oxides. That amount of monazite contains approximately 1,500 to 5,0002,500 tonnes of total rare earth oxides (“TREO”),TREO, including an estimated 300 to 500 tonnes of NdPr per year and significant commercial quantities of DyTb and TbDy and other “heavy” REEs. While Energy Fuels’ primary interest in acquiring the Bahia Project is the uranium and REE-bearing monazite, the Bahia Project is also expected to produce large quantities of high-quality ilmenite andilmenite, rutile and zircon minerals also in high demand for the production of the critical minerals, titanium and zirconium.
The Vara Mada and Bahia Projects, and the Donald Project JV offer a diverse book of monazite supply for the Company’s REE processing and critical minerals initiatives, which in the meantime are expected to be supplemented by third-party purchases.
Uranium spot prices increased modestly during the first quarter of 2026, due to several factors, including continued western bans on Russian uranium and nuclear fuel, accelerated nuclear plant restarts, life extensions, new builds including interest in using nuclear to power data centers and artificial intelligence (“AI”), uranium mine supply tightness, and entities such as the Sprott Physical Uranium Trust speculatively purchasing and sequestering material. The Company continues to believe that uranium prices will continue to rise to higher levels tothat support the additional primary production that willis expected to be required. We continue to expect to see more nuclear units to be constructed around the world, along with existing capacity extended and protected, while primary mine production drops due to depletion of resources, reduced production, commissioning challenges, logistic issues, and insufficiently high prices.
According to TradeTech, world uranium requirements continue to exceed primary mine production, with the gap being bridged by dwindling secondary supplies and excess uranium inventories in various forms that have already been mined. At the same time, a large portion of global uranium production remains state-owned and state-subsidized, and therefore not subject to normal market fundamentals, which the Company believes present risks to current and future markets. However, Russia’s invasion of Ukraine, and the upcoming halt of waivers under the U.S. uranium ban on December 31, 2027, has increased demand for non-Russian uranium. Geopolitical tensions continue to increaseremain between the U.S. and China, and Kazakhstan and Uzbekistan maintain close commercial and political ties with Russia, which the Company believes places future uranium and nuclear supplies from those nations at some risk. As a result, the Company has observed significantly more interest in both spot transactions and long-term contracts for U3O8 from utilities.
The Company believes that certain uranium supply and demand fundamentals point to sustained market strength and potentially higher prices in the future, increased demand from utilities and end-users (including thedata center, AI and technology sectorsectors), financial entities, traders, and producers. However, the Company also believes that while uranium market conditions have improved significantly since 2021, they still could be vulnerable, primarily due to secondary uranium supplies, excess inventories, and non-market activities of state-owned enterprises. While U.S. and European utilities are reducing their exposure to Russian supply, the Company believes that Russia, and increasingly China, maintains significant capabilities across the nuclear fuel cycle, which could re-enter the global market in the future upon resolution of the conflict in Ukraine, circumvention of trade restrictions, a cooling of geopolitical tensions or other factors.
During the three months ended MarchJune 31,30, 2026, the mid-point price (dollars per pound) of vanadium in Europe had the following activity:
REEs are a group of 17 chemical elements (the 15 elements in the lanthanum series, plus yttrium and scandium) that are used in a variety of clean energy and advanced technologies, including EVs, robotics, wind energy, cell phones, computers, flat panel displays, advanced optics, catalysts, medicine and national defense applications. Monazite, the primary source of REEs currently utilized by the Company, also contains significant recoverable quantities of uranium, which fuels the production of carbon‑free electricity using nuclear technology. According to industry analyst Wood‑ Mackenzie, most demand for REEs is in the form of separated REEs, “as most end‑use applications require only one or two separated rare earth compounds or products.” (Wood Mackenzie, Rare Earths, Outlook to 2030, 20th Edition). The main uses for REEs include: (i) battery alloys; (ii) catalysts; (iii) ceramics, pigments and glazes; (iv) glass polishing powders and additives; (v) metallurgy and alloys; (vi) permanent magnets; (vii) phosphors; and (viii) others (according to Adamas Intelligence). By volume, NdPr, DyTb and TbDy used for permanent magnets in drive unit motors for EVs and plug‑in hybrid EVs (“PHEV”), and lanthanum (“La”) and cerium (“Ce”) used in catalysts comprised 60% of total consumption, yet over 90% of the value consumed.
Typical concentrated monazite sands from the southeast U.S. average approximately 55% TREO and 0.20% uranium, which is the typical grade of uranium found in mines that have historically fed the Mill. Of the 55% TREO, the NdPr typically comprises approximately 22% of the TREO. NdPr is among the most valuable of the REEs, as it is the key ingredient in the manufacture of high-strength permanent magnets, which are essential to the lightweight and powerful synchronous motors required in EVs, PHEVs, and permanent magnet used in wind turbines for renewable energy generation, as well as in an array of other modern technologies, including mobile devicesdevices, robotics and defense applications. Monazite also contains higher concentrations of “heavy” REEs than other REE-bearing minerals, including DyTb and TbDy used in permanent magnets used in EVs, PHEVs, defense and other applications, and Sm, Gd, Lu and/or Y, which are currently in limited demand, but are seeing growing interest by the U.S. government for national security purposes and manufacturers for commercial production.
The Company is currently focused primarily on NdPr, TbTb, Dy, Sm, Eu and Dy,Gd, but has the capability to separate other REEs such as Sm, Eu, Gd, Lu and Y should market conditions and/or government demand support such activities. REEs are mined both as a primary target and as a co-product of HMS mining where the natural monazite sands are physically separated from the other mined sands. The ore then goes through a process of cracking and cleaning at the Mill that may include acids or caustic solutions, elevated temperature and pressure to recover the uranium and free the REEs from the mineral matrix. After removal of the uranium, this solution is cleaned of any remaining deleterious elements (including remaining radioactive elements) and sent to SX circuits that have the primary role to separate the REEs into separate individual REEs by extraction, scrubbing stripping and washing. SX facilities then use solvents and a series of mixer-settlers for the separation of the REEs from each other and to create the desired purified REE products (often as oxides) for the market or particular end user. Separated REE products are typically sold to various markets, depending on the use. Separated REE products can be made into REE metals and metal-alloys, which are used to produce permanent magnets and other applications.
REEs are commercially transacted in a number of forms and purities. Therefore, there is no single price for REEs collectively but numerous prices for various REE compoundscompounds, materials, production sources and materials.delivery locations. The primary value that the Company expects to generate in the short- to medium-term will come from NdPr, Dy, and Tb oxides as those are the REEs the Company plans to target for high purity separation. In addition, as discussed above, the Company commenced production of separated NdPr in 2024. Furthermore, if the Company successfully completes the acquisition of Australian Strategic Materials,ASM, the Company will have the potential to generate value from the production of REE metals and alloys. Similarly, if the Company successfully completes the acquisition of VAC, the Company will have the potential to generate value from the manufacture and sale of REPMs and other advanced magnetic materials.
Most monazite produced from HMS is in the form of either a separated monazite concentrate or as monazite contained in HMC. Currently, most monazite concentrates produced globally are shipped to China. Current demand growth for monazite is closely linked to the growing push for clean energy technologies, such as EVs and wind turbines.turbines, and other technologies including advanced robotics.
UUUU insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (2 insiders, 2 trade dates, 78,000 shares, about $1.0M) and open-market sales in 1 filing (1 insider, 1 trade date, 15,000 shares, about $280.6K). Net open-market shares: 63,000 (purchases minus sales); net value about $738.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-05 | Bhappu Ross R. |
Shares withheld for tax | 14,375 | $12.44 | $178.8K |
| 2026-08-04 | Duvenhage Werner |
Grant/award | 10,796 | — | — |
| 2026-07-08 | Hansen Bruce D |
Open-market purchase | 4,000 | $12.70 | $50.8K |
| 2026-07-07 | Bhappu Ross R. |
Open-market purchase | 74,000 | $13.08 | $967.9K |
| 2026-06-29 | Sullivan Scott Edward |
Grant/award | 8,176 | — | — |
| 2026-06-24 | German Oscar Armando |
Grant/award | 6,630 | — | — |
| 2026-06-24 | Longenecker Nathan |
Grant/award | 981 | — | — |
| 2026-06-24 | Van Akkooi Michiel |
Grant/award | 1,889 | — | — |
| 2026-06-24 | Kapostasy Daniel |
Grant/award | 3,621 | — | — |
| 2026-04-10 | Kapostasy Daniel |
Open-market sale | 15,000 | $18.71 | $280.6K |
| 2026-03-13 | Kapostasy Daniel |
Option exercise | 7,200 | $19.82 | $142.7K |
| 2026-03-02 | Moore Curtis |
Disposition to issuer | 8,288 | $21.32 | $176.7K |
| 2026-03-02 | Moore Curtis |
Disposition to issuer | 15,478 | $21.32 | $330.0K |
| 2026-03-02 | Moore Curtis |
Option exercise | 15,478 | $21.32 | $330.0K |
| 2026-03-02 | Moore Curtis |
Option exercise | 8,288 | $21.32 | $176.7K |
Well-known investors holding UUUU (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 831,802 | $12.1M | 0.01% | Reduced 65% |
| Renaissance Technologies | 2026-06-30 | 637,804 | $11.6M | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 597,641 | $8.7M | 0.0% | Added 111% |
| Millennium Management (Israel Englander) | 2026-06-30 | 345,557 | $5.0M | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 272,280 | $3.9M | 0.0% | Reduced 87% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 232,659 | $3.4M | 0.0% | Reduced 10% |
| Bridgewater Associates | 2026-06-30 | 160,899 | $2.3M | 0.01% | New position |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 23,158 | $335.8K | 0.0% | New position |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 10,000 | $145.0K | 0.0% | New position |