Energy Fuels Inc 10-Q for FY2026 Q2
Energy Fuels Inc (UUUU)
10-Q
2026-08-05
For: 2026-06-30
View Original
Added on
August 05, 2026
About this 10-Q
Energy Fuels Inc filed this 10-Q on August 5, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $25.11M
- up 496.1% from $4.21M a year earlier
- Net loss
- $33.38M
- compared with a net loss of $21.81M a year earlier
- Diluted EPS
- -$0.13
- compared with -$0.10 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2026
or
For the transition period from ___________________ to ___________________
Commission file number: 001-36204
(Exact name of registrant as specified in its charter)
| Ontario, | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(303 ) 974-2140
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| EFR | Toronto Stock Exchange | |||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒
As of July 31, 2026, the registrant had 249,965 common shares (the “Shares” or “Common Shares”) (in thousands), without par value, outstanding.
ENERGY FUELS INC.
FORM 10-Q
For the Quarter Ended June 30, 2026
INDEX
| Page | |||||
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q and the exhibits attached hereto (the “Quarterly Report”) contain “forward-looking statements” and “forward-looking information” within the meaning of applicable United States (“U.S.”) and Canadian securities laws (collectively, “forward-looking statements”), which may include, but are not limited to, statements with respect to Energy Fuels Inc.’s (the “Company” or “Energy Fuels,” “we,” “us” or “our”): anticipated results and progress of our operations in future periods; planned exploration, development and operation of our mineral properties; plans related to our business, including the ramp-up of uranium production and the expansion of our rare earth element (“REE”) and heavy mineral sands (“HMS”) initiatives; our continued development of capabilities for the commercial separation of REEs at our White Mesa Mill (the “White Mesa Mill” or the “Mill”) in Utah; development activities at our Bahia HMS and REE project in Brazil (the “Bahia Project”); our reclamation activities at the Kwale HMS Project in Kenya (the “Kwale Project”) and development activities at the Vara Mada REE and HMS Project in Madagascar (the “Vara Mada Project,” formerly known as the Toliara Project); the potential earn-in of up to a 49% joint venture interest in the Donald REE and HMS Project in Australia (the “Donald Project”); plans related to the potential recovery of radioisotopes at the Mill for use in targeted alpha therapy (“TAT”) medical treatments; any plans related to the acquisition of additional uranium, uranium/vanadium, REE or HMS mineral properties; any plans related to the acquisition of metal-and-alloy, permanent magnet materials and magnetic solutions, or other projects to build out a western / western-allied-origin supply chain; expectations with respect to the conditional Department of War, U.S. Office of Strategic Capital (the “OSC”) loan commitment; expectations regarding production levels, costs, margins and timing; historic and estimated Mineral Resources and Mineral Reserves; maintenance and renewal of permits; expectations regarding political or government stability and regulatory conditions in jurisdictions in which we operate; expectations regarding the formalization of fiscal and other terms applicable to the Vara Mada Project with the Government of Madagascar through an investment agreement, amendments to existing laws or other mechanisms; any expectation that positive final investment decisions (“FID” or “FIDs”) will be made for the Vara Mada Project, Donald Project and/or Bahia Project, or that any such projects will be developed; and any expectations regarding the outcome(s) of any pending or future litigation. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, schedules, assumptions, future events or performance (often, but not always, identified by words or phrases such as “expects,” “does not expect,” “is expected,” “is likely,” “budgets,” “scheduled,” “forecasts,” “intends,” “anticipates,” “does not anticipate,” “continues,” “plans,” “estimates,” “believes,” or similar expressions or variations of such words and phrases, or statements that certain actions, events or results “may,” “could,” “would” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and are forward-looking statements.
Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and involve known and unknown risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, no assurance can be given that such expectations will prove to be correct, and forward-looking statements included in, or incorporated by reference into, this Quarterly Report should not be unduly relied upon.
Readers are cautioned that it would be unreasonable to rely on any forward-looking statements as creating any legal rights, that such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties, and that actual results are likely to differ, and may differ materially, and objectives, plans and strategies may differ or change, from those expressed or implied by the forward-looking statements as a result of various factors. Such risks and uncertainties include, but are not limited to: global economic risks, including the occurrence of pandemics or other widespread health emergencies, political unrest or wars, or the imposition of tariffs or other trade restrictions that affect global markets; cybersecurity risks associated with critical and other highly sensitive minerals of international interest; litigation risks; risks associated with the restart, ramp-up and operation of our uranium, uranium/vanadium and REE and HMS mines and processing facilities; risks associated with our commercial production of separated REE oxides and the planned expansion of such production; risks associated with the exploration, permitting and development of the Vara Mada Project in Madagascar, the Donald Project in Australia and/or the Bahia Project in Brazil; risks associated with the reclamation and closure of the Kwale Project in Kenya; risks associated with the potential recovery of radioisotopes for use in the Company’s TAT initiatives; risks associated with successfully completing and integrating business and mineral acquisitions; risks associated with joint ventures; international risks, including geopolitical and country risks; risks associated with negotiating and maintaining satisfactory fiscal and stability arrangements and obtaining foreign government approvals on a timely basis or at all, including expropriation risks; risks associated with the failure of the Government of Madagascar to formalize suitable fiscal and other terms applicable to the Vara Mada Project through an investment agreement, amendments to existing laws or other mechanisms, on a timely basis or at all; risks related to the Vara Mada Project associated with social unrest and political instability in Madagascar; risks associated with increased regulatory requirements applicable to our operations; and risks
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generally encountered in the exploration, development, operation, closure and reclamation of mineral properties and processing and recovery facilities. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation, the following risks:
•global economic risks, including the occurrence of unforeseen or catastrophic events, such as social and political unrest, wars or the emergence of a widespread health emergency, which could create operational, economic and financial disruptions for an indeterminate period of time that could materially impact our business, operations, personnel and financial condition;
•global economic risks, including the imposition of tariffs and/or reciprocal tariffs that affect global markets, including: risks to the salability of our separated neodymium-praseodymium (“NdPr”), REE oxides, and potentially other REE and REE-related value-added products (collectively, “REE products”), uranium, vanadium, heavy mineral concentrate (“HMC”) and HMS products including ilmenite, rutile and zircon (collectively, “HMS products”) (collectively, our “Goods”) internationally; risks associated with the prices and availability of materials needed in the production of our Goods (our “Supply Chain Needs”); risks associated with the application and severity of tariff rates imposed on our Goods and Supply Chain Needs; risks of inflation; risks of escalation in global trade conflicts in jurisdictions where we operate; and risks associated with political uncertainty, any of which could materially impact our business, operations, personnel and financial condition;
•risks associated with Mineral Reserve and Mineral Resource estimates, including risks of errors in assumptions or methodologies and changes to estimate disclosure rules and regulations;
•risks associated with estimating mineral extraction and recovery (“E&R”), forecasting future price levels necessary to support mineral E&R, and our ability to increase mineral E&R in response to changes in market conditions;
•uncertainties and liabilities inherent to conventional mineral E&R and/or in situ recovery (“ISR”);
•risks associated with commercial production of our REE products at the Mill or elsewhere, including risks that we may not be able to produce REE products that meet commercial specifications at commercial levels or at all, or at acceptable cost levels; secure adequate supplies of uranium and REE-bearing ores in the future at satisfactory costs; sell our REE products at acceptable prices; address legal and regulatory challenges and delays; and adapt to technological or market changes that could impact the REE industry or our competitive position;
•risks that the Company has not successfully developed, or is not able to successfully develop, the technology it believes is required to produce samarium (“Sm”), europium (“Eu”), gadolinium (“Gd”), dysprosium (“Dy”), terbium (“Tb”), lutetium (“Lu”) and/or yttrium (“Y”) at scale at the Mill; that it does not have, or is not able to develop, the technical knowhow to design, construct and commission expansions of its existing infrastructure, including expansions of its Phase 1 REE separation circuit, to produce such REEs from monazite within expected timeframes; or that appropriate market conditions will not prevail;
•risks associated with changes to federal, state and/or local administrations that could negatively impact our business;
•risks associated with mining and processing generally, including geological, technical and processing problems, such as unanticipated metallurgical difficulties; less-than-expected recoveries; ground control problems; process upsets and equipment malfunctions; tailings, dam or other facility instability or failure; and other mining, processing and/or reclamation upsets;
•risks associated with high grades mined or increased mining rates achieved at certain operations not persisting for expected durations or at all;
•risks that drilling programs results will not significantly increase mineable uranium resources, confirm additional high-grade zones of mineralization, or result in lower mining or milling costs;
•risks associated with the depletion of existing Mineral Resources through extraction without comparable replacements;
•risks associated with labor costs, labor disturbances and the unavailability of skilled labor;
•risks associated with the availability and/or fluctuations in the costs of raw materials and consumables used in our production;
•risks and costs associated with environmental compliance and permitting, including those created by changes in environmental legislation and regulation, changes in regulatory attitudes and approaches, and delays in obtaining permits and licenses;
•risks associated with increased regulatory requirements applicable to our operations;
•risks associated with our dependence on third parties in the provision of transportation and other critical services;
•risks associated with defects in title to our mineral properties, or our ability to obtain, extend or renew land tenure, including mineral leases and surface use agreements, and to negotiate access rights on favorable terms or at all;
•risks associated with potential information security incidents, including cybersecurity breaches;
•risks that we may compromise or lose proprietary technology or intellectual property resulting in a loss of competitive position and/or the value of our intangible and other assets;
•risks associated with our ability to attract, develop and retain qualified management, Board members, skilled miners and other key personnel critical to the success of our business;
5
•competition for capital, mineral properties and skilled personnel;
•the adequacy and cost of retaining insurance coverage and uncertainty regarding reclamation and decommissioning liabilities, including the adequacy of political risk insurance to cover losses arising from expropriation, delays in approvals, or failure to achieve suitable fiscal or stability arrangements;
•the ability of bonding companies to require increases in collateral required to secure reclamation obligations;
•the potential for, and outcome of, litigation and other legal proceedings, including potential injunctions;
•risks associated with our ability to meet obligations owed to creditors and access additional credit facilities on favorable terms or at all;
•risks associated with mergers and acquisitions (“M&A”), including failure to complete transactions, successfully integrate acquired assets or operations, or accurately assess value and risk;
•risks associated with the Vara Mada Project, including risks related to fiscal terms, permitting, social license, political instability, government actions or inactions, expropriation, community unrest, challenges by special interest groups, and delays or inability to formalize or maintain suitable agreements with the Government of Madagascar;
•risks associated with reclamation of the Kwale Project, including the long-term stability of reclamation activities and reclaimed structures;
•risks associated with conducting business in foreign countries, including human rights-related risks and foreign corrupt practices-related risk;
•risks associated with actions or inactions by Brazilian federal or state government affecting permitting or land use at the Bahia Project;
•risks associated with fluctuations in price levels for HMS products, including ilmenite, rutile and zircon;
•risks posed by fluctuations in share prices, exchange rates, interest rates, general economic conditions and the absence of dividends;
•risks inherent in forecasts of future uranium, vanadium, REE, HMS and other commodity prices;
•market prices for our Goods being cyclical and substantially variable;
•risks associated with uranium, vanadium, REE and HMS product sales being required to be made at spot prices;
•risks associated with fulfilling sales commitments from inventories or production or through spot purchases at unfavorable prices;
•risks associated with asset impairments due to market conditions or limited access to capital;
•risks associated with raising debt financing and the ability to repay indebtedness, including risks related to convertible notes and related transactions;
•risks associated with the conditional OSC loan commitment, including risks that the Company will not satisfy loan conditions and that the proposed financing will not be completed, and that funding of and support for the transactions contemplated by the financing commitment will be modified, challenged or impaired in the future;
•risks associated with the proposed acquisition of Australian Strategic Materials Limited (“ASM”) and Vacuumschmelze GmbH & Co. KG (“VAC”), including risks that the transactions may not close;
•risks associated with obtaining project debt financing for the Company’s Donald Project, targeted at AUD$220 million, including that the debt financing will not be obtained as targeted or at all, and if obtained, that the Company will not meet necessary loan conditions and requirements;
•risks associated with the $250 million term loan financing commitment from Goldman Sachs (the “Senior Secured Term Loan Facility”), including a failure of the Company to meet necessary loan conditions and requirements;
•risks associated with public or political opposition to nuclear energy or uranium extraction;
•risks associated with governmental actions, laws, regulations and policies affecting uranium, REE, HMS and other mineral E&R activities;
•risks related to stock price volatility, dilution from equity issuances (including under the ATM program), and the ability to maintain listings on the NYSE American and the Toronto Stock Exchange (“TSX”);
•risks related to accounting for equity investments resulting in volatility in reported financial results;
•risks related to material weaknesses in internal controls over financial reporting;
•risks related to amendments to mining laws, mineral withdrawals, land exchanges or similar actions affecting our properties;
•risks related to the potential recovery of radioisotopes at the Mill for use in TAT initiatives; and
•risks that the Company will not acquire its planned joint venture interest in the Donald Project, and that the Donald Project, Vara Mada Project and/or the Bahia Project will not reach positive FID.
Such forward-looking statements are based on a number of assumptions made by management as of the date such statements are made, many of which are inherently uncertain and may prove to be incorrect, including, but not limited to, assumptions: that there is no material deterioration in general business, economic or market conditions; that interest rates and foreign exchange rates do not fluctuate materially beyond current expectations; that the supply of, demand for, deliveries of, and the level and volatility of prices for uranium, vanadium, REE products, HMC, HMS products and our other primary metals, radioisotopes and minerals develop as anticipated; that commodity prices required to reach, sustain or increase expected or forecasted
6
production levels are realized; that our production of separated REE oxides or other proposed REE activities, our HMS production, our proposed radioisotope program, or other potential production activities will be technically and commercially successful; that there are no material mining, processing and/or reclamation upsets; that we receive required regulatory and governmental approvals on a timely basis or at all; that licenses and permits are renewed as required; that financing is available on acceptable terms or at all; and that the Company is able to maintain constructive relationships with employees, contractors, business partners and joint venture partners.
This list of assumptions is not exhaustive. Some of the important risks and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements are described elsewhere in the Quarterly Report, including under Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in our most recent Annual Report on Form 10-K. Forward-looking statements speak only as of the date made, and we disclaim any obligation to update or revise them except as required by applicable law.
Statements relating to “Mineral Resources” or “Mineral Reserves” are deemed to be forward-looking statements, as they involve implied assessments that such Mineral Resources or Mineral Reserves may be economically extracted in the future.
Market, Industry and Other Data
This Quarterly Report contains estimates, projections and other information concerning our industry, our business and the markets for our products. Such information is inherently subject to uncertainties, and actual events or circumstances may differ materially from those assumed. Unless otherwise stated, such information is derived from internal estimates and research, as well as third-party publications, studies and government data.
We qualify all forward-looking statements contained in this Quarterly Report by the foregoing cautionary statements.
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CAUTIONARY NOTE TO INVESTORS CONCERNING
DISCLOSURE OF MINERAL RESOURCES AND RESERVES
We are a U.S. domestic issuer for United States Securities and Exchange Commission (the “SEC”) reporting purposes, a majority of our outstanding voting securities are held by U.S. residents, we are required to report our financial results in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and our primary trading market is the NYSE American. However, because we are also listed on the Toronto Stock Exchange (“TSX”) and are a reporting issuer in Canada, this Quarterly Report also contains or incorporates by reference certain disclosure that satisfies the additional requirements of Canadian securities laws that differ from the requirements of U.S. securities laws.
All mineral estimates constituting mining operations that are material to our business or financial condition included in this Quarterly Report, and in the documents incorporated by reference herein, have been prepared in accordance with both 17 CFR Subparts 220.1300 and 229.601(b)(96) (collectively, “S-K 1300”), the SEC’s mining disclosure framework, and Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Furthermore, all mineral estimates constituting mining operations included in this Quarterly Report are supported by feasibility studies, pre-feasibility studies or initial assessments prepared in accordance with both the requirements of S-K 1300 and NI 43-101. S-K 1300 and NI 43-101 both provide for the disclosure of: (i) “Inferred Mineral Resources,” which investors should understand have the lowest level of geological confidence of all mineral resources and thus may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve; (ii) “Indicated Mineral Resources,” which investors should understand have a lower level of confidence than that of a “Measured Mineral Resource” and thus may be converted only to a “Probable Mineral Reserve”; and (iii) “Measured Mineral Resources,” which investors should understand have sufficient geological certainty to be converted to a “Proven Mineral Reserve” or to a “Probable Mineral Reserve.” Investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves as defined by S-K 1300 or NI 43-101. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable, or that an Inferred Mineral Resource will ever be upgraded to a higher category.
For purposes of S-K 1300 and NI 43-101, as of June 30, 2026, the Company is classified as a production stage issuer because it is engaged in the material extraction of Mineral Reserves on at least one material property.
All mineral disclosure reported in this Quarterly Report has been prepared in accordance with the definitions of both S-K 1300 and NI 43-101.
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PART I
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).
ENERGY FUELS INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited) (Expressed in thousands of U.S. dollars, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues (Note 17) | $ | $ | $ | $ | |||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Costs applicable to revenues | |||||||||||||||||||||||
| Exploration, development and processing | |||||||||||||||||||||||
| Standby | |||||||||||||||||||||||
| Accretion of asset retirement obligations | |||||||||||||||||||||||
| Selling, general and administration | |||||||||||||||||||||||
| Transaction and integration related costs | |||||||||||||||||||||||
| Total operating costs and expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Gain on sale of assets | |||||||||||||||||||||||
| Loss in unconsolidated affiliates | ( | ( | ( | ( | |||||||||||||||||||
| Other income (loss) (Note 14) | ( | ||||||||||||||||||||||
| Total other income (loss) | ( | ||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ( | ||||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to non-controlling interest | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to Energy Fuels Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic net loss per share (Note 11) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted net loss per share (Note 11) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
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ENERGY FUELS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited) (Expressed in thousands of U.S. dollars)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Foreign currency translation adjustment | |||||||||||||||||||||||
| Total other comprehensive income | |||||||||||||||||||||||
| Total comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Total comprehensive loss attributable to non-controlling interest | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Total comprehensive loss attributable to Energy Fuels Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
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ENERGY FUELS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited) (Expressed in thousands of U.S. dollars and thousands of shares)
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities (Notes 3 and 16) | |||||||||||
Trade and other receivables, net, | |||||||||||
| Inventories (Note 5) | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Mineral properties, net (Note 6) | |||||||||||
| Property, plant and equipment, net (Note 6) | |||||||||||
| Investments, net (Note 7) | |||||||||||
| Marketable securities (Notes 3 and 16) | |||||||||||
| Intellectual property, net (Note 8) | |||||||||||
| Restricted cash (Note 10) | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES & EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and accrued liabilities (Note 14) | $ | $ | |||||||||
| Asset retirement obligations (Note 10) | |||||||||||
| Contingent consideration (Notes 16 and 18) | |||||||||||
| Other liabilities (Note 14) | |||||||||||
| Total current liabilities | |||||||||||
| Convertible senior notes, net (Notes 9 and 16) | |||||||||||
| Asset retirement obligations (Note 10) | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Equity | |||||||||||
Share capital Common shares, without par value, unlimited shares authorized; shares issued and outstanding | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Total shareholders’ equity | |||||||||||
| Non-controlling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
| Commitments and contingencies (Note 15) | |||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
11
ENERGY FUELS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited) (Expressed in thousands of U.S. dollars and thousands of shares)
| Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | Non-Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Shares issued for cash by at-the-market offering | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Share issuance cost | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common shares issued upon vesting of restricted stock units, net of shares withheld for income taxes | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Shares issued for exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Common shares issued for exercise of stock appreciation rights, net of shares withheld for income taxes | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Shares issued for cash by at-the-market offering | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Share issuance cost | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common shares issued upon vesting of restricted stock units, net of shares withheld for income taxes | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Shares issued for exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Common shares issued for exercise of stock appreciation rights, net of shares withheld for income taxes | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Cash received from non-controlling interest | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
12
| Common Stock | Accumulated Deficit | Accumulated other comprehensive loss | Total shareholders’ equity | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Shares issued for cash by at-the-market offering | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Share issuance cost | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common shares issued upon vesting of restricted stock units, net of shares withheld for income taxes | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Shares issued for exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Cash received from non-controlling interest | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Shares issued for cash by at-the-market offering | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Share issuance cost | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common shares issued upon vesting of restricted stock units, net of shares withheld for income taxes | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Shares issued for exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
13
ENERGY FUELS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (Expressed in thousands of U.S. dollars)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depletion, depreciation and amortization | |||||||||||
| Share-based compensation | |||||||||||
| Accretion of asset retirement obligations | |||||||||||
| Settlement of asset retirement obligations | ( | ( | |||||||||
| Foreign exchange loss | |||||||||||
| Loss in unconsolidated affiliates | |||||||||||
| Realized gain on marketable securities | ( | ( | |||||||||
| Gain on sale of assets | ( | ( | |||||||||
| Amortization of debt issuance costs and other, net | |||||||||||
| Changes in current assets and liabilities: | |||||||||||
| Marketable securities | |||||||||||
| Inventories | ( | ||||||||||
| Trade and other receivables | |||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable, accrued liabilities and other current liabilities | ( | ||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Investing activities | |||||||||||
| Additions to property, plant and equipment | ( | ( | |||||||||
| Additions to mineral properties | ( | ( | |||||||||
| Purchases of marketable securities | ( | ( | |||||||||
| Proceeds from sales and maturities of marketable securities | |||||||||||
| Contributions to investments | ( | ( | |||||||||
| Proceeds from sale of assets | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Issuance of common shares for cash, net of issuance costs | |||||||||||
| Deferred financing costs paid | ( | ||||||||||
| Cash paid to fund employee income tax withholding due upon vesting of restricted stock units | ( | ( | |||||||||
| Cash received from exercise of stock options | |||||||||||
| Cash paid to settle and fund employee income tax withholding due upon exercise of stock appreciation rights | ( | ||||||||||
| Cash received from non-controlling interest | |||||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of exchange rate fluctuations on cash held in foreign currencies | |||||||||||
| Net change in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
14
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for taxes | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Increase in accrued capital expenditures and accounts payable for property, plant and equipment and mineral properties | $ | $ | |||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
15
ENERGY FUELS INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited) (Tabular amounts expressed in thousands of U.S. dollars, except share and per share amounts)
1. THE COMPANY AND DESCRIPTION OF BUSINESS
Energy Fuels Inc. and its subsidiary companies (collectively, the “Company”, “Energy Fuels” or “our”) produce several of the critical materials essential to United States (“U.S.”) energy security and other advanced technologies, including uranium, vanadium, rare earth elements (“REEs”) and heavy mineral sands (“HMS”), in an effort to strengthen domestic supply chains and reduce reliance on foreign‑controlled sources. The White Mesa Mill (the “White Mesa Mill” or the “Mill”), located in Utah, is a key asset to strengthen domestic supply chains due to its ability to process uranium, vanadium, REE products, and, potentially, radioisotopes.
Uranium is used as fuel for nuclear power generation. The Company is engaged in conventional and in situ recovery (“ISR”) uranium exploration, evaluation, permitting (as applicable), extraction, recovery and sale of uranium from its mineral properties located in the U.S. The Company’s Pinyon Plain, Whirlwind, La Sal, Bullfrog, Arizona Strip and Roca Honda projects are U.S.-based conventional uranium mining projects located on the Colorado Plateau and within trucking distance of the Mill. The Sheep Mountain Project is a uranium project located in Wyoming, U.S. The Company’s Nichols Ranch Project (inclusive of the Jane Dough and Hank satellite deposits) is an ISR uranium project located in Wyoming, U.S.
As of June 30, 2026, the Company is producing uranium ore and mineralized material at its Pinyon Plain, La Sal and Pandora projects, as well as exploration drilling and analysis activities at its Pinyon Plain and Nichols Ranch projects. Other conventional uranium mining projects were on standby, under evaluation for future mining and related activities and/or in various stages of permitting.
The Company also produces vanadium pentoxide (“V₂O₅”) as a co‑product of uranium recovery at the Mill from certain of its Colorado Plateau properties and, at times, from solutions recovered from the Mill’s tailings impoundment system, each as market conditions warrant.
The Company conducts a uranium recycling program, which includes the processing of uranium from uranium‑bearing materials not derived from natural or native ores (“Alternate Feed Materials”), the recycling of tailings solutions, and other activities associated with the recovery of uranium, vanadium and potentially other metals and radionuclides.
In addition, the Company is evaluating the potential to recover radioisotopes from its existing uranium processing streams at the Mill for use in targeted alpha therapy (“TAT”) medical treatments.
REEs are used to manufacture permanent magnets for electric vehicles (“EVs”), defense systems, wind turbines, robotics, other clean energy and advanced technologies. The Mill has advanced separation capabilities to produce ‘light’ and ‘heavy’ separated REE oxides. Additionally, the Mill has produced separated neodymium/praseodymium (“NdPr”) at commercial scale as well as on-spec dysprosium (“Dy”) oxide and terbium (“Tb”) oxide at pilot scale. The Company is piloting gadolinium (“Gd”) oxide at the Mill. NdPr, Dy, Tb and samarium (“Sm”) are REEs that are classified as critical minerals in the U.S.
The Company’s HMS projects contain titanium, zirconium and monazite. Titanium, which is produced from ilmenite and rutile, is used for aircraft engines and frames, spacecraft components, medical devices, pigments and other industrial and consumer goods uses. Zirconium is used for fuel rod cladding and reactor components for nuclear power plants, high-temperature parts in jet engines and spacecraft, metal alloys, ceramics, and abrasives and other uses in the medical field and chemical industry. Monazite from the Company’s REE/HMS projects is expected to provide feed for the Mill for the recovery of REEs and uranium.
The Company’s REE/HMS projects include the Vara Mada REE and HMS project in Toliara, Madagascar (the “Vara Mada Project,” formerly known as the Toliara Project), which is a permitting/development stage property for the potential production of HMS products that would be sold into the commercial HMS product market while the associated monazite would be used as a feedstock material to produce REEs and uranium at the Mill.
The Company also owns the Bahia REE and HMS project in Brazil (the “Bahia Project”), which is an exploration/permitting stage property for the potential production of heavy mineral concentrate (“HMC”) that would be sold into the commercial HMC market while the associated monazite is expected to be used as a feedstock ore for the recovery of REEs and uranium at the Mill.
16
The Company has a joint venture (the “Donald Project JV”) with Astron Limited (“Astron”) to jointly develop and operate the Donald REE and HMS Project in Australia (the “Donald Project”), which is a fully permitted development stage property also for the potential production of HMC that would be sold into the commercial HMC market while the associated monazite is expected to be used as feedstock ore for the recovery of REEs and uranium at the Mill.
As of June 30, 2026, the Company is a “production stage issuer,” as defined by Subpart 1300 of Regulation S‑K, because it is engaged in the material extraction of Mineral Reserves on at least one material property.
Proposed Acquisition of Australian Strategic Materials Limited
The 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 Australian Strategic Materials Limited (“ASM”) by way of a scheme of arrangement under Australian law. ASM is an Australian-based critical materials 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. Under the terms of the transaction, ASM shareholders will be entitled to receive 0.053 Common Shares (or CHESS Depositary Interests) for each ordinary ASM 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. 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 merger agreement (the “Merger Agreement”) to acquire 100 % of Vacuumschmelze GmbH & Co. KG, Ara VAC TopCo US LLC and their respective consolidated subsidiaries (collectively, “VAC”) from Ara Partners, expanding the Company’s participation in the global rare earth value chain through the addition of downstream magnetic materials and magnet manufacturing capabilities.
VAC produces permanent magnet materials and magnetic solutions serving a variety of end markets, including automotive, industrial, energy, robotics, aerospace and defense applications. The acquisition is expected to complement the Company’s existing rare earth mining, processing and separation operations and the proposed acquisition of ASM, creating an integrated platform spanning rare earth mining, separation, metals, alloys and magnet production.
The purchase consideration is expected to consist of approximately $718.0 million in cash, 65.85 million newly issued Energy Fuels common shares (“Common Shares”) and, under certain circumstances, preferred shares (the “VAC Merger Consideration”). Preferred shares may be issued if common share issuance limitations apply or specified share price conditions are not met prior to closing. Based on Energy Fuels’ closing share price as of June 22, 2026, the transaction implies an equity value of approximately $1.9 billion, subject to certain adjustments and the terms of the Merger Agreement. The transaction remains subject to the satisfaction of customary closing conditions, including required regulatory and stock exchange approvals. The Company expects the transaction to close as early as Q1 2027.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These unaudited condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto and the summary of significant accounting policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 26, 2026.
These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) for interim financial information, and, accordingly, do not include all the information and footnotes required by U.S. GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements are presented in thousands of U.S. dollars, except for share and per share amounts. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included are adequate to make the information presented not misleading.
17
Principles of Consolidation
These unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions, balances and unrealized gains and losses on transactions between the Company and its subsidiaries have been eliminated.
Segment Information
The Company regularly reviews its segment reporting for alignment with its strategic goals and operational structure, as well as for evaluation of business performance and allocation of resources by the chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer and President. The CODM primarily uses operating income (loss) to evaluate the performance of the Company’s reportable segments.
Recently Issued Accounting Standard
Disaggregated Income Statement Expense
In March 2024, the Financial Accounting Standards Board issued ASU 2024‑03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220‑40), which requires expanded disclosures regarding the nature of expenses included within certain income statement line items. This standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and does not expect adoption to have a material effect on its consolidated financial position or results of operations.
3. MARKETABLE SECURITIES
Management invests excess cash in U.S. government notes, U.S. government agencies and tradeable certificates of deposits. After consideration of the Company’s risk versus reward objectives and its liquidity requirements, the Company elected the fair value option for its marketable debt securities because the Company may sell them prior to their stated maturities. Under the fair value option, these instruments are recorded on the Consolidated Balance Sheet at their fair value including interest income. Changes in fair value and interest income are recorded in Other income (loss) in the Consolidated Statements of Operations and Comprehensive Loss. As of June 30, 2026 and December 31, 2025, the Company’s current marketable debt securities are classified as current based on management’s intent to use the investments to manage excess cash and liquidity needs. While certain investments have stated contractual maturity dates greater than one year, including marketable debt securities invested in U.S. government notes, U.S. government agencies and tradable certificates of deposits, the Company may sell investments prior to maturity or reinvest excess cash in accordance with its cash management policy.
On June 30, 2025, the Company entered into an amendment to the JV Agreements whereby the Company advanced AUD$13.00 million ($8.52 million) to the Donald Project JV for the acquisition of certain land and properties (the “First Advance”). Pursuant to a subsequent amendment to the JV Agreements, the Company agreed to advance additional cash to purchase mineral separation equipment (the “Second Advance”), of which AUD$2.87 million ($1.91 million) had been advanced as of December 31, 2025. An additional AUD$6.70 million ($4.86 million) was advanced following the satisfaction of certain contractual conditions in May 2026.
Pursuant to a third amendment to the JV Agreements in 2026, the Company advanced AUD$14.50 million ($10.52 million) (the “Third Advance”, together with the First and Second Advances, the “Advances”) to fund the acquisition of certain properties.
The First and Third Advances are secured by the underlying land and properties acquired while the Second Advance is secured by the mineral separation equipment acquired by the Donald Project JV. The Advances do not bear interest unless in the case of default. If a positive final investment decision (“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. As the Advances are convertible into equity under specified circumstances, the Company accounts for the Advances as long-term marketable debt securities for which it has elected the fair value option, and changes in fair value are recorded in Other income (loss) in the Consolidated Statements of Operations and Comprehensive Loss. As of June 30, 2026, an FID has not been made on the Donald Project JV.
18
The following table summarizes the Company’s marketable securities:
| Cost Basis | Gross Unrealized Losses | Gross Unrealized Gains | Fair Value | ||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||
| Current | |||||||||||||||||||||||
Marketable debt securities(1) | $ | $ | ( | $ | $ | ||||||||||||||||||
| Marketable equity securities | ( | ||||||||||||||||||||||
| Total marketable securities | $ | $ | ( | $ | $ | ||||||||||||||||||
| Non-current | |||||||||||||||||||||||
Marketable debt securities(2) | $ | $ | ( | $ | $ | ||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Current | |||||||||||||||||||||||
Marketable debt securities(1) | $ | $ | $ | $ | |||||||||||||||||||
| Marketable equity securities | ( | ||||||||||||||||||||||
| Total marketable securities | $ | $ | ( | $ | $ | ||||||||||||||||||
| Non-current | |||||||||||||||||||||||
Marketable debt securities(2) | $ | $ | ( | $ | $ | ||||||||||||||||||
(1) Marketable debt securities are comprised primarily of U.S. Treasury Bills and Government Agency Bonds.
(2) Advances to the Donald Project JV.
4. TRADE AND OTHER RECEIVABLES
The components of trade and other receivables are as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Trade receivables | $ | $ | |||||||||
| Tax receivables, net | |||||||||||
| Other | |||||||||||
| Total receivables, net | $ | $ | |||||||||
5. INVENTORIES
Inventories consisted of the following items:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Concentrates and work-in-progress | $ | $ | |||||||||
| Inventory of ore in stockpiles | |||||||||||
| Raw materials and consumables | |||||||||||
| Total inventories | $ | $ | |||||||||
19
6. MINERAL PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT
Mineral Properties
The following table is a summary of mineral properties:
| June 30, 2026 | December 31, 2025 | ||||||||||
Vara Mada Project | $ | $ | |||||||||
| Sheep Mountain | |||||||||||
| Bahia Project | |||||||||||
| Nichols Ranch ISR Project | |||||||||||
| Roca Honda | |||||||||||
| Pinyon Plain | |||||||||||
| Other | |||||||||||
| Total mineral properties | $ | $ | |||||||||
| Less: accumulated depletion | ( | ( | |||||||||
| Mineral properties, net | $ | $ | |||||||||
Property, Plant and Equipment
The following table is a summary of property, plant and equipment, net:
| Estimated | |||||||||||||||||
| Useful Lives | June 30, 2026 | December 31, 2025 | |||||||||||||||
| Land | N/A | $ | $ | ||||||||||||||
| Plant facilities | |||||||||||||||||
| Mining equipment | |||||||||||||||||
| Light trucks and utility vehicles | |||||||||||||||||
| Office furniture and equipment | |||||||||||||||||
| Construction-in-progress | N/A | ||||||||||||||||
| Total property, plant and equipment | $ | $ | |||||||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||||||||
Depreciation expense was $1.45 million and $1.25 million for the three months ended June 30, 2026 and 2025, respectively, and $2.79 million and $2.43 million for the six months ended June 30, 2026 and 2025, respectively. Depreciation expense is recognized in Exploration, development and processing as well as Standby on the Condensed Consolidated Statements of Operations and Comprehensive Loss.
7. INVESTMENTS
Investments in Unconsolidated Affiliates
As of June 30, 2026 and December 31, 2025, the Company owned a 12.7 % and 9.5 % equity interest in the Donald Project JV, respectively.
As of June 30, 2026 and December 31, 2025, the Company owned a 27.1 % and 27.7 %, interest in Tate Transition Metals Limited (“Tate”), respectively. On April 1, 2025, the Company invested an additional AUD$1.75 million ($1.11 million) in Tate, which increased its ownership from 19.9 % to 27.7 % as of April 1, 2025. As a result, the Company exercises significant influence, but not control, over Tate and beginning April 1, 2025, accounts for its investment in Tate using the equity method of accounting. During the three and six months ended June 30, 2026, management has determined that it will not further pursue its investment in Tate and expensed its investment through Loss in unconsolidated affiliates on the Consolidated Statement of Comprehensive Loss.
20
The Company uses the equity method of accounting to account for its investments in the Donald Project JV and Tate because it exercises significant influence, but not control, over the entities. The Company’s judgment regarding the level of influence over its equity investments includes considering key factors such as its ownership interest, representation on the applicable Board of Directors and participation in policy-making decisions.
Summary of Investments
The following table summarizes the Company’s investments:
| Donald | Total | ||||||||||||||||||||||
| Project JV | Tate | Investments | |||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ||||||||||||||||||||
| Contributions | |||||||||||||||||||||||
| Income (loss) in unconsolidated affiliates | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Exploration project abandonment charge | ( | ( | |||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ||||||||||||||||||||
8. INTELLECTUAL PROPERTY
The Company acquired intellectual property from RadTran LLC (“RadTran”) in 2024. Intellectual property is subject to amortization and is amortized on a straight-line basis over its remaining life, which is a weighted average life of 11.7 years.
The following table is a summary of intellectual property, net:
| Balance as of December 31, 2025 | $ | ||||
| Changes in estimated fair value of contingent consideration | |||||
| Amortization of intellectual property | ( | ||||
| Balance as of June 30, 2026 | $ | ||||
Future amortization expense as of June 30, 2026 is as follows:
| Remainder of the year ending December 31, 2026 | $ | ||||
| Year ending December 31, 2027 | |||||
| Year ending December 31, 2028 | |||||
| Year ending December 31, 2029 | |||||
| Year ending December 31, 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
9. CONVERTIBLE SENIOR NOTES
2025 Convertible Senior Notes
On September 30, 2025, the Company entered into a purchase agreement with the initial purchasers (the “Purchasers”), relating to the issuance and sale of $600.00 million aggregate principal amount of 0.75 % Convertible Senior Notes due 2031 (the “Notes”). The Purchasers exercised their option to purchase an additional $100.00 million aggregate principal amount of Notes in full on October 1, 2025, resulting in a total issuance of $700.00 million aggregate principal amount of Notes. The offering closed on October 3, 2025.
Net proceeds from the offering were approximately $674.67 million after deducting purchasers’ discounts, commissions, and estimated offering expenses. The Company used $53.55 million of these proceeds to enter into the privately negotiated capped call transactions (“Capped Calls”), with the remainder intended to support development activities at the Mill and the Donald Project, along with general corporate and working capital needs.
21
The Notes were issued pursuant to an Indenture dated October 3, 2025. The Notes are unsecured and bear interest at 0.75 % per year, payable semiannually on May 1 and November 1, beginning May 1, 2026. The Notes mature on November 1, 2031, unless earlier converted, redeemed, or repurchased.
Prior to August 1, 2031, holders may convert the Notes only upon the occurrence of specified events; thereafter, the Notes are convertible at any time until the second scheduled trading day before maturity. The initial conversion rate is 49.1672 shares per $1,000 principal amount (conversion price of approximately $20.34 per Common Share), subject to customary anti-dilution adjustments. The Company may settle conversions in cash, shares, or a combination of cash and shares.
The Company may not redeem the Notes prior to November 6, 2028, except as provided in the Indenture. On or after that date, the Company may redeem the Notes if its common share price is at least 130 % of the conversion price for a specified period. Upon a fundamental change, holders may require the Company to repurchase their Notes at 100 % of principal, plus accrued interest.
The Notes are accounted for as a single liability measured at amortized cost, with issuance costs amortized over the contractual term.
The net carrying value of the liability component and unamortized debt issuance costs of the Notes was as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| 2025 convertible senior notes - principal | $ | $ | |||||||||
| Less: unamortized debt issuance costs | ( | ( | |||||||||
| Convertible senior notes, net | $ | $ | |||||||||
The following table sets forth the interest expense recognized related to debt instrument for the three and six months ended June 30, 2026:
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | ||||||||||
| Contractual interest expense | $ | $ | |||||||||
| Amortization of debt issuance costs | |||||||||||
| Total interest expense | $ | $ | |||||||||
The effective interest rate of the Notes was 1.38 %, which includes the amortization of debt issuance costs.
Capped Calls
In connection with the pricing of the Notes on September 30, 2025 and the Purchasers’ full exercise of the option to purchase additional Notes on October 1, 2025, the Company entered into Capped Calls with the option counterparties. The Capped Calls entered into by the Company with the option counterparties are intended to reduce potential dilution to the common shares upon conversion of the Notes and/or offset potential cash payments the Company may be required to make in excess of the principal amount of the Notes, with such reduction or offset subject to a cap.
The Capped Calls are subject to customary anti-dilution adjustments substantially similar to those applicable to the Notes. The capped calls are separate transactions, entered into by the Company with the option counterparties and do not form part of the terms of the Notes.
The following table sets forth key terms and costs incurred for the Capped Calls related to the Notes:
| Initial strike price per common share, subject to certain adjustments | $ | ||||
| Initial cap price per common share, subject to certain adjustments | $ | ||||
| Capped Call costs | $ | ||||
| Common shares covered, subject to anti-dilution adjustments | |||||
22
10. ASSET RETIREMENT OBLIGATIONS AND RESTRICTED CASH
Asset Retirement Obligations
The following table summarizes the Company’s asset retirement obligations (“AROs”):
| Asset retirement obligations, December 31, 2025 | $ | ||||
Accretion(1) | |||||
Settlements(2) | ( | ||||
| Asset retirement obligations, June 30, 2026 | $ | ||||
(1) Includes a revision for a portion of the Kwale Project asset retirement obligation as reclamation neared completion and the timing of remaining monitoring and end-of-life expenditures was reassessed, resulting in an accelerated accretion charge of $3.10 million during the three and six months ended June 30, 2026.
(2) Cash paid to settle AROs for reclamation activities completed at the Kwale Project.
The Company’s AROs are subject to legal and regulatory requirements. The Company periodically reviews its estimates for reclamation costs and the applicable regulatory authorities.
Restricted Cash
The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favor of the applicable state regulatory agencies in Arizona, Colorado, New Mexico, Utah, Wyoming, the U.S. Bureau of Land Management, the U.S. Forest Service and applicable national regulatory agency in Kenya, for estimated reclamation costs associated with the White Mesa Mill, Nichols Ranch and other mining properties. The restricted cash is expected to be released when the Company has either reclaimed a mineral property or the Mill, sold a mineral property or the Mill to a party that has assumed the applicable bond requirements, or restructured the related surety and collateral arrangements. As these events are not expected to occur within the next 12 months, the restricted cash has been classified as non-current. See Note 15 — Commitments and Contingencies for more information.
The following table summarizes the Company’s restricted cash:
| Restricted cash, December 31, 2025 | $ | ||||||||||
| Additional collateral posted | |||||||||||
| Restricted cash, June 30, 2026 | $ | ||||||||||
11. BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series and unlimited Series A Preferred Shares. The Preferred Shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance. The Series A Preferred Shares issuable are non-redeemable, non-callable, non-voting and have no right to dividends.
Basic and diluted net income (loss) per Common Share
The calculation of basic net income (loss) per common share and diluted net income (loss) per common share after adjustment for the effects of all potential dilutive Common Shares is as follows (in thousands):
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss attributable to Energy Fuels Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Dilutive impact of stock options and restricted stock units | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Basic net loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted net loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
For the three months ended June 30, 2026 and 2025, a weighted average of 3.52 million and 5.07 million, respectively, stock options and restricted stock units (“RSUs”) have been excluded from the calculation of diluted net income per common share, as their effect would have been anti-dilutive. In addition, the Company excluded stock appreciation rights (“SARs”) of 0.93 million and 1.02 million, respectively, for the three months ended June 30, 2026 and 2025. Additionally, for the three months ended June 30, 2026 and 2025, a weighted average of 0.07 million and 0.17 million, respectively, of Common Shares contingently issuable upon achieving the initial production milestone as part of the Company’s acquisition of RadTran that have been excluded from the calculation of diluted net loss per common share as their effect would have been anti-dilutive.
For the six months ended June 30, 2026 and 2025, a weighted average of 3.52 million and 4.58 million, respectively, stock options and RSUs have been excluded from the calculation of diluted net income per common share, as their effect would have been anti-dilutive. In addition, the Company excluded SARs of 0.93 million and 1.02 million, respectively, for the six months ended June 30, 2026 and 2025, as they are contingently issuable based on specified market prices of the Company’s Common Shares, which were not achieved as of the end of each period. Additionally, for the six months ended June 30, 2026 and 2025, a weighted average of 0.07 million and 0.17 million, respectively, Common Shares contingently issuable upon achieving the initial production milestone as part of the Company’s acquisition of RadTran that have been excluded from the calculation of diluted net income (loss) per common share as their effect would have been anti-dilutive.
Additionally, for the three and six months ended June 30, 2026, 34.42 million Common Shares have been excluded that would be issuable upon conversion of the Notes.
12. SHARE-BASED COMPENSATION
The Company maintains an equity incentive plan, known as the 2024 Amended and Restated Omnibus Equity Incentive Compensation Plan (as amended on May 24, 2024 and April 21, 2025 and ratified by the Company’s shareholders at its Annual and Special Meeting of Shareholders on June 11, 2025) (the “Compensation Plan”) for directors, executives, eligible employees and consultants. Existing equity incentive awards include employee non-qualified stock options, RSUs and SARs. The Company issues new Common Shares to satisfy exercises and vesting under its equity incentive awards. Under the Compensation Plan, full value awards mean any award other than employee non-qualified stock options, SARs or similar awards, the value of which non-qualified stock options, SARs or similar awards are based solely on an increase in the value of the Common shares over the grant price, option price or similar exercise price applicable to such award (“Full Value Awards”). The number of Common Shares reserved for issuance to participants under the Compensation Plan shall not exceed 17,500,000 (the “Total Share Authorization”). In addition to being subject to the Total Share Authorization limit, the aggregate number of Shares that may be issued under all Full Value Awards shall not exceed 12,500,000 (the “Full Value Share Authorization”). As of June 30, 2026, the total Common Shares authorized for future equity incentive plan awards was 10,646,145 Common Shares under the Total Share Authorization and 9,949,305 Common Shares under the Full Value Share Authorization.
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The Company’s share-based compensation expense, by type of award, is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
RSUs(1) | $ | $ | $ | $ | |||||||||||||||||||
| SARs | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
Total share-based compensation expense(2) | $ | $ | $ | $ | |||||||||||||||||||
(1)The fair value of the RSUs granted under the Compensation Plan was determined as the higher of the Company’s closing share price on the NYSE American on the last trading day before the date of grant and the five-day volume-weighted average price (“VWAP”) on the NYSE American ending on the last trading day before the grant date.
(2)Share-based compensation is included in Selling, general and administration and Exploration, development and processing in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three and six months ended June 30, 2026, the Company capitalized $0.26 million and $0.39 million of share-based compensation expense to Mineral properties on the unaudited Condensed Consolidated Balance Sheet, respectively. Additionally, during the three and six months ended June 30, 2025, the Company capitalized $0.32 million and $0.54 million of share-based compensation expense to Mineral properties on the unaudited Condensed Consolidated Balance Sheet, respectively.
As of June 30, 2026, there were $7.91 million and $3.45 million of unrecognized compensation costs related to the unvested RSUs and stock options, respectively which is expected to be recognized over a weighted average period of 2.2 years and 1.4 years, respectively. There is no unrecognized expense remaining related to the SARs as of June 30, 2026.
Restricted Stock Units
The Company grants RSUs to directors, executives and eligible employees. Awards for executives and eligible employees are determined as a target percentage of base salary and generally vest over three years . Holders of unvested RSUs do not have voting rights on those RSUs. The RSUs are subject to forfeiture risk and other restrictions. Upon vesting, the employee is entitled to receive one Common Share of the Company for each RSU at no additional payment.
A summary of the Company’s unvested RSU activity is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested, December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested, June 30, 2026 | $ | ||||||||||
The fair value of RSUs that vested and were settled for equity was $25.36 million during the six months ended June 30, 2026.
Stock Appreciation Rights
The Company has granted SARs to executives and eligible employees from time to time.
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A summary of the Company’s SARs activity is as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Intrinsic Value | ||||||||||||||||||||
| Outstanding, December 31, 2025 | $ | ||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited | |||||||||||||||||||||||
| Expired | |||||||||||||||||||||||
| Outstanding, June 30, 2026 | $ | $ | |||||||||||||||||||||
| Exercisable, June 30, 2026 | $ | $ | |||||||||||||||||||||
The Company has no unvested SARs as of June 30, 2026.
Stock Options
The Company may grant stock options to directors, executives, employees and consultants to purchase Common Shares of the Company. The exercise price of the stock options is set as the higher of the Company’s closing share price on the NYSE American on the last trading day before the date of grant and the five-day VWAP on the NYSE American ending on the last trading day before the grant date. Stock options granted generally vest over a period of two years or more and are generally exercisable over a period of five years from the grant date, such period not to exceed 10 years.
Performance-Based Stock Options
The Company grants performance-based stock options to its executives and certain other high-level employees intended to incentivize them to achieve the Company’s strategic long-term goals over the specified terms of the grants, based on significant common share price growth objectives, and to reward them for achieving those growth objectives. The grants entitle the recipients to purchase one Common Share of the Company at an exercise price being a 10% premium to the higher of (i) the VWAP of the Common Shares of the Company on the NYSE American for the five trading days ending on the last trading day prior to the date of the meeting when granted, and (ii) the closing price of the common shares of the Company on the NYSE American on the last trading day prior to the date of such meeting (the “Performance-Based Options”). The Performance-Based Options vest as to 50 % one year following the grant date and as to the remaining 50 % two years following the grant date. The term of the Performance-Based Options is five years.
The fair value of all stock options, including Performance-Based Options, for the six months ended June 30, 2026 was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions:
| Risk-free interest rate | % | ||||
| Expected life | |||||
Expected volatility(1) | % | ||||
| Expected dividend yield | % | ||||
| Weighted average grant date fair value | $ | ||||
(1)Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the stock options.
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A summary of all the Company’s stock option activity, including Performance-Based Options, is as follows:
| Range of Exercise Prices | Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Intrinsic Value | |||||||||||||||||||||||||
| Outstanding, December 31, 2025 | $ | $ | |||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||||||||
| Expired | ( | ||||||||||||||||||||||||||||
| Outstanding, June 30, 2026 | $ | $ | $ | ||||||||||||||||||||||||||
| Exercisable, June 30, 2026 | $ | $ | $ | ||||||||||||||||||||||||||
A summary of the Company’s unvested stock option activity is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested, December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested, June 30, 2026 | $ | ||||||||||
13. INCOME TAXES
As of June 30, 2026 and December 31, 2025, the Company maintained a full valuation allowance against its net deferred tax assets. The Company continually reviews the adequacy of the valuation allowance and intends to continue maintaining a full valuation allowance on its net deferred tax assets until there is sufficient evidence to support the reversal of all or a portion of the allowance. Should the Company’s assessment change in a future period, it may release all or a portion of the valuation allowance, which would result in a deferred tax benefit in the period of adjustment.
For the three months ended June 30, 2026, the Company recorded income tax expense of $0.05 million on a loss before tax of $33.56 million, resulting in an effective tax rate of 0.13 %. Income tax expense primarily relates to Brazil income taxes arising from transfer-pricing revenue recognized. For the three months ended June 30, 2025, the Company recorded income tax expense of $0.03 million on loss before tax of $21.81 million, resulting in an effective tax rate of 0.12 %. The benefit was the result of a reversal of the tax liability for Base Titanium Limited (“Base Titanium”) that was recorded mostly prior to the acquisition of Base Resources Limited in 2024. As production of the Kwale mine has ceased at the end of 2024 and there is an expected tax loss for 2025, the liability has been reversed.
For the six months ended June 30, 2026, the Company recorded income tax expense of $0.09 million and on a loss before tax of $44.47 million, resulting in an effective tax rate of 0.21 %. Income tax expense primarily relates to Brazil income taxes arising from transfer-pricing revenue recognized.
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14. SUPPLEMENTAL FINANCIAL INFORMATION
The components of other income (loss) are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Unrealized gain (loss) on marketable securities | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Realized gain on maturities of marketable securities | |||||||||||||||||||||||
| Foreign exchange loss | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income (loss) | $ | ( | $ | $ | $ | ||||||||||||||||||
The components of accounts payable and accrued liabilities are as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Accounts payable | $ | $ | |||||||||
Accrued operating expenses(1) | |||||||||||
| Accrued payroll liabilities | |||||||||||
| Accrued capital expenditures | |||||||||||
| Accrued taxes | |||||||||||
| Accrued interest | |||||||||||
| Total accounts payable and accrued liabilities | $ | $ | |||||||||
(1)Includes transactions and integration related costs.
The components of other current liabilities are as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Contractual liabilities | $ | $ | |||||||||
| Other | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
15. COMMITMENTS AND CONTINGENCIES
General Legal Matters
Other than routine litigation incidental to our business, or as described below, the Company is not currently a party to any material, pending legal proceedings that management believes would be likely to have a material adverse effect on our financial position, results of operations or cash flows.
White Mesa Mill
In 2011, the Ute Mountain Ute Tribe filed an administrative appeal of the State of Utah Division of Air Quality’s decision to approve a Modification to the Air Quality Approval Order at the Mill. Then, in 2013, the Ute Mountain Ute Tribe filed a Petition to Intervene and Request for Agency Action challenging the Corrective Action Plan approved by the State of Utah Department of Environmental Quality (“UDEQ”) relating to nitrate contamination in the shallow aquifer at the Mill. In August 2014, the Ute Mountain Ute Tribe filed an administrative appeal to the Utah Division of Radiation Control’s (“DRC”) Radioactive Materials License Amendment 7 approval regarding alternate feed material from Dawn Mining. The challenges remain open at this time and may involve the appointment of an administrative law judge (“ALJ”) to hear the matters. The Company does not consider these actions to have any merit. If the petitions are successful, the likely outcome would be a requirement to modify or replace the existing Air Quality Approval Order, Corrective Action Plan or license amendment, as applicable. At this time, the Company does not believe any such modifications or replacements would materially affect its financial position, results of operations or cash flows. However, the scope and costs of remediation under a revised or replaced
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Air Quality Approval Order, Corrective Action Plan and/or license amendment have not yet been determined and could be significant.
On January 19, 2018, UDEQ renewed, and on February 16, 2018 reissued, the Mill’s License for another ten years and the Groundwater Discharge Permit (“GWDP”) for another five years, after which further applications for renewal of the License and GWDP will need to be submitted. During the review period for each application for renewal, the Mill can continue to operate under its then existing License and GWDP until such time as the renewed License or GWDP is issued. Most recently, on July 15, 2022, the routine GWDP renewal application was submitted to UDEQ for consideration.
In 2018, the Grand Canyon Trust, Ute Mountain Ute Tribe and Uranium Watch (collectively, the “Mill Plaintiffs”) served Petitions for Review challenging UDEQ’s renewal of the Mill License and GWDP and Requests for Appointment of an ALJ, which they later agreed to suspend pursuant to a Stipulation and Agreement with UDEQ, effective June 4, 2018. The Company and the Mill Plaintiffs held multiple discussions over the course of 2018 and 2019 in an effort to settle the dispute outside of any judicial proceeding. In February 2019, the Mill Plaintiffs submitted to the Company their proposal for reaching a settlement agreement. The parties have not to date come to agreement on resolution of these matters. Regardless, the Company does not consider the Mill Plaintiffs’ challenges to have any merit and, if a settlement cannot be reached, intends to participate with UDEQ in defending against the challenges. If the challenges are successful, the likely outcome would be a requirement to modify the renewed License and/or GWDP. At this time, the Company does not believe any such modification would materially affect our financial position, results of operations or cash flows.
On August 26, 2021, the Ute Mountain Ute Tribe filed a Petition to Intervene and Petition for Review challenging the UDEQ’s approval of Amendment No. 10 to the Mill License, which expanded the list of Alternate Feed Materials that the Mill is authorized to accept and process for its source material content. Then, on November 18, 2021, the Tribe filed its Request for Appointment of an ALJ, followed shortly thereafter by a stay on the request in accordance with a Stipulation and Agreement between the Tribe, UDEQ and the Company. Thereafter, discussions between the Company and the Tribe commenced in an effort to resolve the dispute and other outstanding matters without formal adjudication. However, the Company does not consider this action to have any merit. If resolution is not achieved, the stay is lifted and the petition is successful before an ALJ, the likely outcome would be a requirement to modify or revoke the Mill License amendment. At this time, the Company does not believe any such modification or revocation would materially affect its financial position, results of operations or cash flows.
Kwale Project
Stevedoring Dispute with the Kenya Ports Authority
To operate its ship loading and jetty facility in Likoni (“Jetty Facility”), the Company, through its wholly owned subsidiary Base Titanium, requires a Port Operating License issued by the Kenya Ports Authority (“KPA”). In March 2014, KPA granted Base Titanium a waiver to operate the Jetty Facility indefinitely until the formal license is approved by the KPA board of directors.
To date, the Port Operating License has not been finalized, as KPA has refused to grant the license unless it includes an obligation on the Company to pay a $1 /tonne stevedoring charge on exports from the Jetty Facility. Under applicable KPA tariffs, KPA may levy a $1 /tonne charge for stevedoring services it provides. However, the Company objects to stevedoring charges being levied by KPA principally on the grounds that (i) the Company’s Jetty Facility is a private facility that was built entirely at the Company’s expense; and (ii) no such stevedoring services are either required of, or are being provided by, KPA and, therefore, a service charge in respect of stevedoring is not applicable and invalid. Nonetheless, KPA sought to levy such charges shortly prior to the maiden shipment from the Jetty Facility in 2014, which Base Titanium paid under protest to ensure the vessel was permitted to sail.
In 2017, Base Titanium sought and obtained an injunction from the High Court of Kenya to compel KPA to provide necessary marine services to vessels berthing at the Jetty Facility (“2017 Ruling”). In conjunction, the parties entered consent orders to establish an escrow account where disputed charges are being held, pending the final outcome of the dispute.
Base Titanium sought resolution of the dispute through arbitration commenced in Kenya in February 2017, brought under the Kenya Ports Authority Act. The KPA challenged the jurisdiction of the arbitrator to hear the dispute and, in late 2019, the arbitrator ruled in favor of arbitration having jurisdiction. In March 2022, the High Court of Kenya upheld the arbitrator’s jurisdictional ruling. The KPA appealed this ruling to the Court of Appeal of Kenya, but this appeal has not progressed. Separately, in February 2021, the High Court of Kenya ruled that the arbitrator should be removed and directed the parties to seek appointment of a new arbitrator. KPA separately appealed the 2017 Ruling and, in April 2023, the Court of Appeal of Kenya dismissed KPA’s appeal, paving the way for the Company to seek appointment of a new arbitrator. The Company has
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held off on seeking the appointment of a new arbitrator to allow for a potential amicable resolution of the matter. This matter remains unresolved, and the Company anticipates that it may need to recommence formal dispute resolution proceedings through arbitration.
The amount in dispute is approximately $4.6 million (with $1.4 million previously paid, and approximately $3.2 million held in the escrow account).
Mivumoni B Village
On March 18, 2021, a local landholder representing himself and 65 additional individuals (collectively, the “Petitioners”) filed a petition against Base Titanium in the Environment and Land Court alleging failings in the Environmental Impact Assessment process for the Kwale Project, excessive noise and air pollution from dust and adverse consequences of contaminated water allegedly caused by the Kwale Project’s operations. The Company maintains its position that it has not committed the alleged violations or breaches and that no substantive evidence has been adduced supporting the claims. Among other things, the Kwale Project has a valid and subsisting Environmental Impact Assessment License issued by the National Environmental Management Authority and the Company has conducted its operations in compliance with that license and its Environmental and Social Management Plan.
A hearing for the matter before the Environment and Land Court is scheduled for October 21, 2026. Base Titanium expects to file its response to the Petition with the Court in the near future.
The Company does not consider this action to have any merit. The Company therefore does not believe, at this time, that this action will materially impact the Company’s financial position, results of operations or cash flows.
Vara Mada Project
The Company acquired control over the Vara Mada Project on October 2, 2024 through its acquisition of Base Resources. At the time of the acquisition, the 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 the Madagascar memorandum of understanding (“MOU”) setting forth certain key terms applicable to the Project. Following lifting of the suspension and entry of the Madagascar MOU, the Company has been in the process of re-commencing development efforts and investment in the Project, re-establishing community and social programs, and advancing the technical, environmental, social and other activities necessary to achieve a positive FID.
Since acquiring the Vara Mada Project, the Company has been in discussions with the Government of Madagascar to establish the necessary legal regime to support development of the Vara Mada Project, which will be required before a positive FID can be made. These discussions have been focused on, among other things, mechanisms for achieving legal and fiscal stability, select tax and custom benefits, necessary adjustments to foreign exchange rules, protections from expropriation and access to international arbitration for dispute resolution. The Company has also been seeking clarification of existing procedures for adding monazite to the Vara Mada Project’s mining permit, which currently allows for the production of ilmenite, rutile, and zircon. Recent discussions with the Government have focused on addressing these issues through an investment agreement to be approved by Parliament or through revisions to existing Malagasy law applicable to large-scale mining investments.
On October 17, 2025, a new President of Madagascar was sworn in by the Country’s High Constitutional Court following a period of social unrest and political instability that resulted in the removal of the Country’s prior President. In-country political developments continue to evolve, including with respect to changes and appointments of key government ministers. At this time, it is too early to determine whether and to what extent 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. These developments have not had an impact on the financial results of the Company at this time.
There can be no assurance of achieving sufficient legal and fiscal stability or the timing thereof or of obtaining approval of the addition of monazite to the mining permit or the timing thereof. If such approvals are not obtained, or 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 ability to recover monazite from the Vara Mada Project.
Mineral Property Commitments
The Company enters into commitments with federal and state agencies and private individuals to lease mineral rights. These leases are renewable annually, and renewal costs are expected to total $2.41 million for the remainder of the year ended December 31, 2026.
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Surety Bonds
The Company has indemnified third-party companies to provide surety bonds as collateral for the Company’s AROs. The Company is obligated to replace this collateral in the event of a default and is obligated to repay any reclamation or closure costs due. As of June 30, 2026, the Company has $22.85 million posted as collateral against undiscounted AROs of $47.52 million. As of December 31, 2025, the Company had $22.47 million posted as collateral against undiscounted AROs of $50.49 million. The Company will be liable to pay any reclamation expense that exceeds the amount of the collateral posted against the surety bonds.
Senior Secured Term Loan Facility
On June 23, 2026, the Company entered into a senior secured term loan facility commitment letter (the “Commitment Letter”) pursuant to which Goldman Sachs Bank USA has committed to provide, subject to the terms and conditions set forth in the Commitment Letter, a $250 million Senior Secured Term Loan Facility, if requested by the Company. The $250 million Senior Secured Term Loan Facility will be available to the Company upon the completion of the terms set forth in the Commitment Letter and the Summary of Terms and Conditions attached to the Commitment Letter if any additional cash is required to consummate the acquisition of VAC.
Amounts available to be funded under the Senior Secured Term Loan Facility, if any, 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 (in each case, with exceptions to be agreed).
In connection with the Commitment Letter, the Company paid Goldman Sachs deferred financing costs of $3.75 million during the three and six months ended June 30, 2026.
16. FAIR VALUE ACCOUNTING
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Fair value accounting utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described, below:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The Company’s financial instruments as of June 30, 2026 and December 31, 2025 include cash, cash equivalents, restricted cash, accounts receivable, accounts payable and current accrued liabilities. These instruments are carried at cost, which approximates fair value due to the short-term maturities of the instruments. Allowances for doubtful accounts are recorded against the accounts receivable balance to estimate net realizable value.
The Company’s investments in marketable equity securities are publicly traded stocks measured at fair value and classified within Level 1 and Level 2 in the fair value hierarchy. Level 1 marketable equity securities use quoted prices for identical assets in active markets, while Level 2 marketable equity securities utilize inputs based upon quoted prices for similar instruments in active markets.
The Company’s investments in marketable debt securities are valued using quoted prices of a pricing service and, as such, are classified within Level 2 of the fair value hierarchy. The Company’s investments accounted for at fair value consisting of common shares are valued using quoted market prices in active markets and, as such, are classified within Level 1 of the fair value hierarchy. The Company’s Advances to the Donald Project JV are accounted as a marketable debt securities and valued
31
using the discounted cash flow approach. The discounted cash flow approach is an income based valuation approach used to estimate the instrument’s fair value using a range of indicated discount rates between 6.22 % to 6.33 % and 5.52 % to 6.00 % for the valuations as of June 30, 2026 and December 31, 2025, respectively, depending on the estimated timing of a positive FID or no positive FID. The indicated discount rate range is based upon significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy.
The Company used the discounted cash flow approach, which is an income-based valuation approach, to estimate the fair value of its contingent consideration payment to RadTran using an indicated discount rate of 6.60 % as of June 30, 2026 and 5.80 % as of December 31, 2025. The indicated discount rate is based on significant inputs not observable in the market, and thus represents a Level 3 measurement within the fair value hierarchy.
The following tables set forth the fair value of the Company’s assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Marketable debt securities | $ | $ | $ | $ | |||||||||||||||||||
| Marketable equity securities | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Marketable debt securities | $ | $ | $ | $ | |||||||||||||||||||
| Marketable equity securities | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||
Changes in Level 3 Fair Value Measurements
The following table is a reconciliation of the beginning and ending balance recorded for the contingent consideration classified as Level 3 in the fair value hierarchy:
| Beginning balance, December 31, 2025 | $ | ||||
| Changes in estimated fair value | |||||
| Ending balance, June 30, 2026 | $ | ||||
The following table is a reconciliation of the beginning and ending balance recorded for the Advances to the Donald Project that are classified as Level 3 in the fair value hierarchy:
| Balance as of December 31, 2025 | $ | ||||
| Additions | |||||
| Changes in estimated fair value | ( | ||||
| Balance as of June 30, 2026 | $ | ||||
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The following table presents the fair value and carrying value recorded for the Notes (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Fair | Carrying | Fair | Carrying | ||||||||||||||||||||
Value(1) | Value(2) | Value(1) | Value(2) | ||||||||||||||||||||
| Notes | $ | $ | $ | $ | |||||||||||||||||||
(1) Fair values are based on Level 2 market data inputs.
(2) Carrying values are presented net of unamortized debt issuance costs.
17. REVENUE RECOGNITION AND CONTRACTS WITH CUSTOMERS
All revenue recognized is a result of contracts with customers by way of uranium, vanadium, REE and HMS sales contracts, Alternate Feed Materials processing contracts and/or byproduct disposal agreements with other ISR facilities. As of June 30, 2026 and December 31, 2025, the Company’s receivables from its contracts with customers were $13.11 million and $15.99 million, respectively. As of June 30, 2026 and December 31, 2025, the Company’s contract liabilities from its contracts with customers were $3.00 million, which are expected to be recognized as revenue upon transfer of control. The Company’s contracts with major U.S. utilities have terms greater than one year. Under these contracts, each product delivered to the customer represents a separate performance obligation. Therefore, the Company applies the optional exemption not to disclose the remaining transaction price that is variable and allocated to wholly unsatisfied future quantities.
Disaggregation of Revenue
The table set forth below presents revenue disaggregated by type and the reportable segment to which it relates:
| Three Months Ended June 30, | Six Months Ended June 30, | Reportable | |||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | Segment | |||||||||||||||||||||||||
| Uranium concentrates | $ | $ | $ | $ | Uranium | ||||||||||||||||||||||||
| Heavy mineral sands | Heavy mineral sands | ||||||||||||||||||||||||||||
| Alternate Feed Materials, processing and other | Uranium | ||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
Remaining Performance Obligations
Minimum future revenues to be received by the Company under long-term non-cancellable contracts with customers as of June 30, 2026 are as follows:
| Remainder of the year ending December 31, 2026 | $ | ||||
| Year ending December 31, 2027 | |||||
| Year ending December 31, 2028 | |||||
| Year ending December 31, 2029 | |||||
| Year ending December 31, 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
18. RELATED PARTY TRANSACTIONS
As part of the Company’s acquisition of RadTran, Saleem Drera, PhD, former President and Chief Executive Officer and 83 % owner of RadTran, joined Energy Fuels as its Vice President of Radioisotopes, Radiological Systems and Intellectual Property. In this role, Dr. Drera leads Energy Fuels’ efforts to integrate RadTran’s proprietary technology, which includes a number of patents, pending patents, trade secrets and know how relating to efficient separation of Ra-226 and Ra-228 from process streams, and drive innovation in the production of medical radioisotopes. As a former owner of RadTran, Dr. Drera is entitled to his 83 % proportionate share of the 2 % royalty on future revenues from the sale of produced radium, as well as certain other contractual commitments, and up to an additional $14.00 million total in cash and Common Shares based on the satisfaction of a number of performance-based milestones. As of June 30, 2026 and December 31, 2025, the Company accrued contingent consideration of $1.77 million and $1.72 million, respectively, of which 83 % is payable to Dr. Drera.
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19. REPORTABLE SEGMENTS
The Company’s operations are located in the U.S., Brazil, Kenya, Madagascar and Australia and are organized into three reportable segments: (i) uranium, (ii) REEs and (iii) HMS. These segments are monitored separately for performance and are consistent with internal financial reporting. Each segment has been identified based on the differing products and services, regulatory environment, and the expertise required for these distinct operations with the objective of providing information about the different types of business activities in which the Company engages and the different economic environments in which it operates to help the users of the financial statements better understand performance, better assess future net cash flows, and make more informed judgments about the Company as a whole. The CODM is the Chief Executive Officer and President. The CODM evaluates the performance of the Company’s reportable segments based on operating income (loss). Accounting policies for each segment are the same as the Company’s accounting policies described in Note 2 — Summary of Significant Accounting Policies to the consolidated financial statements.
Summary of Reportable Segments
Uranium
The uranium segment engages in conventional and in situ recovery uranium extraction, recovery and sales of uranium from mineral properties and the recycling of uranium-bearing materials generated by third parties along with the exploration, permitting and evaluation of uranium properties in the U.S. As part of these activities, the Company also acquires, explores, evaluates and, if warranted, permits uranium properties. The Company’s final uranium product is U3O8, which is sold to customers for further processing into fuel for nuclear reactors generating carbon emission-free energy. The Company also produces V2O5 as a co-product of uranium at the Mill, as market conditions warrant. The Company is also exploring opportunities to separate radium-226 and radium-228 as other products from uranium process streams from its existing mines.
Rare Earth Elements
The REE segment is engaged in the Company’s initiatives to progress towards full REE separation capabilities at the Mill to produce both “light” and “heavy” separated REE oxides in the coming years.
Heavy Mineral Sands
The HMS segment is engaged in the permitting, exploration, development and recovery of HMS, which includes ilmenite, rutile, zircon and monazite, at the Vara Mada Project, the Bahia Project, and the Company’s equity method investment in the Donald Project JV. The HMS segment is also engaged in the reclamation of the Kwale Project, which ceased mining operations at the end of 2024.
Reportable Segments Financial Information
The summarized operating results of the Company’s reportable segments are as follows:
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||
| Rare | Heavy | |||||||||||||||||||||||||||||||
| Earth | Mineral | Consolidated | ||||||||||||||||||||||||||||||
| Uranium | Elements | Sands | Unallocated(1) | Total | ||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||||||||
| Costs applicable to revenues | ||||||||||||||||||||||||||||||||
Exploration, development and processing(2)(3) | ||||||||||||||||||||||||||||||||
Standby(3) | ||||||||||||||||||||||||||||||||
| Accretion of asset retirement obligations | ||||||||||||||||||||||||||||||||
Selling, general and administrative(2) | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Transaction and integration related costs | ||||||||||||||||||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
(1) Corporate expenses that are not directly attributable to the uranium, REE or HMS segments are evaluated on a consolidated basis.
(2) Excludes share-based compensation.
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(3) Includes depreciation, depletion and amortization expense of $0.79 million, $0.77 million and $0.11 million related to the uranium, REE and HMS segments, respectively. Depreciation, depletion and amortization expense is included in Exploration, development and processing and Standby on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss.
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Rare | Heavy | |||||||||||||||||||||||||||||||
| Earth | Mineral | Consolidated | ||||||||||||||||||||||||||||||
| Uranium | Elements | Sands | Total | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||||||||
| Costs applicable to revenues | ||||||||||||||||||||||||||||||||
Exploration, development and processing(1)(2) | ||||||||||||||||||||||||||||||||
Standby(2) | ||||||||||||||||||||||||||||||||
| Accretion of asset retirement obligations | ||||||||||||||||||||||||||||||||
Selling, general and administrative(1) | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||||||||||||||||||
| Operating loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
(1) Excludes share-based compensation.
(2) Includes depreciation, depletion and amortization expense of $0.79 million, $0.59 million and $0.05 million related to the uranium, REE and HMS segments, respectively. Depreciation, depletion and amortization expense is included in Exploration, development and processing and Standby on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss.
| Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||
| Rare | Heavy | |||||||||||||||||||||||||||||||
| Earth | Mineral | Consolidated | ||||||||||||||||||||||||||||||
| Uranium | Elements | Sands | Unallocated(1) | Total | ||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||||||||
| Costs applicable to revenues | ||||||||||||||||||||||||||||||||
Exploration, development and processing(2)(3) | ||||||||||||||||||||||||||||||||
Standby(3) | ||||||||||||||||||||||||||||||||
| Accretion of asset retirement obligations | ||||||||||||||||||||||||||||||||
Selling, general and administrative(2) | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Transactions and integration related costs | ||||||||||||||||||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
(1) Corporate expenses that are not directly attributable to the uranium, REE or HMS segments are evaluated on a consolidated basis.
(2) Excludes share-based compensation.
(3) Includes depreciation, depletion and amortization expense of $1.55 million, $1.36 million and $0.19 million related to the uranium, REE and HMS segments, respectively. Depreciation, depletion and amortization expense is included in Exploration, development and processing and Standby on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss.
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| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Rare | Heavy | |||||||||||||||||||||||||||||||
| Earth | Mineral | Consolidated | ||||||||||||||||||||||||||||||
| Uranium | Elements | Sands | Total | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||||||||
| Costs applicable to revenues | ||||||||||||||||||||||||||||||||
Exploration, development and processing(1)(2) | ||||||||||||||||||||||||||||||||
Standby(2) | ||||||||||||||||||||||||||||||||
| Accretion of asset retirement obligations | ||||||||||||||||||||||||||||||||
Selling, general and administrative(1) | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||||||||||||||||||
| Operating loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
(1) Excludes share-based compensation.
(2) Includes depreciation, depletion and amortization expense of $1.41 million, $1.10 million and $0.10 million related to the uranium, REE and HMS segments, respectively. Depreciation, depletion and amortization expense is included in Exploration, development and processing and Standby on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10‑Q. Additionally, the following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements included in Part II of our Annual Report on Form 10‑K for the year ended December 31, 2025. This Discussion and Analysis contains forward‑looking statements and forward‑looking information 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. See “Cautionary Statement Regarding Forward‑Looking Statements.”
All dollar amounts stated herein are in U.S. dollars, except share amounts and currency exchange rates, unless specified otherwise.
Our Company
We produce several of the critical materials essential to U.S. energy security and advanced technologies, including uranium, REEs, vanadium and HMS, to strengthen domestic supply chains and reduce reliance on foreign sources. The Company owns conventional uranium, uranium/vanadium and REE/HMS properties, projects in various stages of operation, development, exploration and permitting, 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, 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 has 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 an FID, which the Company expects could be made as early as Q3 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 will require suitable fiscal and stability arrangements to 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.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.
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Uranium Segment
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:
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | ||||||||||
Pinyon Plain Project(1) | 250,000 | 625,000 | |||||||||
La Sal Project(2) | 65,000 | 115,000 | |||||||||
| Total mined | 315,000 | 740,000 | |||||||||
(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 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 for 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 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 continued 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 continues 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.
Mill Activities (Uranium)
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.
TAT Activities
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 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
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the treatment of cancer, which is seeing promising results in clinical trials to date. The majority of TAT drugs will require reliable and secure supplies of radium, which pharmaceutical companies use to produce other short half-life, alpha-emitting elements for production of TAT drugs. Currently, there are no commercial supplies of radium at commercial scale. Therefore, Energy Fuels sees significant potential opportunity to become a radium supplier.
Rare Earth Elements Segment
REE Separation Circuits at the Mill
Existing Phase 1 Circuit
In 2024, the Company completed construction and commissioned modifications to the Mill’s existing solvent extraction (“SX”) circuits for the commercial separation of NdPr at the Mill, while at the same time producing “heavy” samarium-plus (“Sm+”) RE Concentrate. These modifications enabled the Mill’s leach circuits to crack and leach monazite, and its SX circuits to separate NdPr. 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 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 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.
As currently configured, the Phase 1 Circuit allows for the processing of the first phase of the Donald Project monazite production (once developed) for the recovery and separation of NdPr and an Sm+ mixed RE concentrate. Separated NdPr and a mixed RE concentrate may either 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.
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.
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 intermediate REE products from third-party sources in the Phase 1 Circuit, subject to receipt of all regulatory approvals. As MREC or similar intermediate REE products would not need to utilize the Phase 1 Circuit’s crack and
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leach circuits, it is expected that such products could be separated into NdPr, Tb, Dy and other heavy REEs without interfering with uranium production, thereby allowing the simultaneous production of uranium and separated REE 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.
Planned Phase 2 Circuit
The Company also plans to expand its NdPr, Tb and Dy 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. 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 debt component for these capital costs are included in a previously announced conditional loan commitment from the U.S. government.
The Company expects to complete the Phase 2 Circuit expansion by mid-2029, subject to licensing, financing, receipt of sufficient 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 following table summarizes the Mill’s existing and planned REE circuit capacity:
| Phase | NdPr (tpa) | Tb (tpa) | Dy (tpa) | |||||||||||||||||
| Phase 1: NdPr (Existing) | 1,000 | — | — | |||||||||||||||||
| Phase 1: Heavies (Planned) | — | 14 | 48 | |||||||||||||||||
| Phase 2: (Planned) | 5,229 | 66 | 240 | |||||||||||||||||
Total (Phase 1 + Phase 2)(1) | 6,229 | 80 | 288 | |||||||||||||||||
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(1) Actual recoveries may differ.
REE Feed Sources
The Company has focused primarily on monazite concentrates, as they have superior concentrations of the three critical “magnet” REEs (NdPr, Tb and Dy) compared to many other REE-bearing minerals. Monazite concentrates typically contain higher concentrations of “heavy” REEs, including Tb and 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.
As mentioned above, the Company plans to expand its capability to accept uranium and REE-bearing MREC and other similar feedstock from third-party sources, as available. This will provide more flexibility to receive other types of feedstocks and to utilize the Phase 1 Circuit for REE production without interfering with conventional uranium and uranium/vanadium production at the Mill. To the extent this MREC and similar feedstock originates from the cracking and leaching of monazite sands at other facilities, the MREC is expected to contain similar favorable distributions of heavy REEs as monazite sands themselves.
Successful Pilot Production of Tb
On March 25, 2026, the Company announced that it successfully produced its first kilogram of high‑purity Tb oxide at the 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
The 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 rare earth mining, processing and metallization assets, including the Dubbo Project in New South Wales, an operating metallization and alloying facility in South Korea, and plans to potentially construct a metallization and alloying facility in the U.S.
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.
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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.
Heavy Mineral Sands Segment
Heavy Mineral Sands Initiatives
The Company strategically entered the HMS sector to strengthen 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, Tb and Dy) 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.
Vara Mada Project
The Company acquired control of 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 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 will require suitable fiscal and stability arrangements to be finalized with the Government of Madagascar.
Consistent with the MOU, the Company and the Government have been negotiating the terms of an investment agreement to be submitted to the Madagascar Parliament for approval and promulgation as a law. The investment agreement is intended to provide the key pillars for a bankable large-scale project, including mechanisms for ensuring long-term legal and fiscal stability, select tax and customs benefits, adjustments to foreign exchange rules, protections from expropriation and access to international arbitration for dispute resolution. While discussions have focused on an investment agreement as the Stability Mechanism, it is possible that other means of achieving stability will be considered and/or pursued as discussions progress.
The Company has also been focusing on re-establishment of the Company’s social programs after the five-year hiatus imposed following the lifting of suspension, including re-establishing meaningful community engagement and social programs aimed at securing a firm social license to operate to support safe, secure and reliable surface access to collect baseline, technical and other data necessary to update permit conditions, as well as performing additional mine planning and engineering work, expanding the critical mineral resource base, and progressing other activities necessary to progress the Vara Mada Project and achieve a positive FID.
On October 17, 2025, a new President of Madagascar was sworn in by the Country’s High Constitutional Court following a period of social unrest and political instability that resulted in the removal of the Country’s prior President. In-country political developments continue to evolve, including with respect to changes and appointments of key governmental ministers. Energy Fuels is working with the new administration to reaffirm the previously negotiated concepts with the prior administration, which had substantially finalized the core investment agreement terms, and otherwise continues to constructively engage with the new administration.
At this time, it is too early to determine whether and to what extent 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.
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In January 2026, the Company announced the results of an updated Feasibility Study (“FS”) for the Vara Mada Project, which evaluates the long-term development potential and economic viability of the Vara Mada Project. The FS was prepared in accordance with U.S. Regulation S-K 1300 and Canadian NI 43-101 and confirms the Vara Mada Project’s world-class scale, long mine life and robust economics as a REE and HMS development opportunity. Based on the FS, the Vara Mada Project is expected to have a modeled mine life of approximately 38 years and, at full production capacity, is projected to generate post-tax, pre-debt net present value (10% discount rate) of approximately $1.8 billion and a post-tax internal rate of return of approximately 25%. In addition, the FS indicates that the project could ramp up to over $500 million of annual EBITDA and generate average annual free cash flow of approximately $264 million over the modeled mine life. These projected economics are supported by Proven and Probable mineral reserves and long-term price assumptions for ilmenite, zircon, rutile and monazite. The FS contemplates staged capital development and includes the potential processing of monazite at the Mill; however, downstream REE processing and oxide production are not included in the base FS economics.
Donald Project
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 a 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 Tb and 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 $126.17 million at June 30, 2026 exchange rates) to earn up to a 49% interest in the Donald Project 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$48.83 million ($32.87 million at June 30, 2026 exchange rates) in cash into the Donald Project through June 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 June 30, 2026, the Company has a 12.7% ownership interest in the Donald Project. Astron, through its subsidiary Dickson & Johnson Pty Ltd, holds the remaining 87.3% interest.
Bahia Project
The Bahia Project is a HMS and REE deposit that the Company believes has the potential to supply 3,000 to 5,000 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 2,500 tonnes of TREO, including an estimated 300 to 500 tonnes of NdPr per year and significant commercial quantities of Tb and Dy 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 high-quality ilmenite, rutile and zircon minerals for the production of the critical minerals, titanium and zirconium.
Market Conditions and Trends
The following discussion provides an overview of market conditions for the commodities relevant to the Company’s operations and development activities. These market conditions influence pricing, demand, sales opportunities, production decisions, inventory strategies and the timing of development and investment activities. Market conditions are subject to volatility and uncertainty and may change based on a variety of factors, including global economic conditions, geopolitical developments, government policies and supply‑and‑demand dynamics.
Uranium Market
The following table sets forth weekly spot and monthly long-term uranium prices (dollars per pound) from TradeTech LLC (“TradeTech”):
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| March 31, | June 30, | Percent | Quarterly | Quarterly | July 31, | ||||||||||||||||||||||||||||||
| Price | 2026 | 2026 | Change | Low | High | 2026 | |||||||||||||||||||||||||||||
| Weekly Spot | $ | 83.25 | $ | 85.00 | 2 | % | $ | 83.25 | $ | 87.00 | $ | 86.50 | |||||||||||||||||||||||
| Monthly Long-Term | $ | 93.00 | $ | 97.00 | 4 | % | $ | 93.00 | $ | 97.00 | $ | 97.00 | |||||||||||||||||||||||
The Company believes that world demand is increasing for clean, carbon-free, reliable and affordable baseload electricity, including nuclear energy. Concurrently, the nuclear fuel market remains in deficit, existing uranium mines and inventories are depleting, and geopolitics are putting security of supply into greater focus. In addition, trade issues are injecting uncertainty into U.S. and global markets. As a result, the Company believes the current- and long-term fundamentals of the uranium industry remain positive.
The Company continues to believe that uranium prices will continue to rise to levels that support the additional primary production that is expected to be required. We expect 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 remain 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 risk. As a result, the Company has observed 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 data center, AI and technology sectors), 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.
Vanadium Market
Vanadium is a metallic element that, when converted into ferrovanadium (“FeV”) (an alloy of vanadium and iron), is used primarily as an additive to strengthen and harden steel and make it anti-corrosive. According to market consultant FastMarkets, over 90% of FeV is used in the steel industry. In addition, vanadium is used in the aerospace and chemical industries and continues to see interest in energy storage technologies, including vanadium redox flow batteries. China is the largest global producer of vanadium, with additional production coming from Russia, South Africa, and Brazil (according to Wood Mackenzie).
The Company believes that one of the primary drivers of vanadium pentoxide (“V2O5”) prices is demand for steel, including global prospects for economic growth, construction, infrastructure and automotive manufacturing. According to FastMarkets, the imposition of tariffs and counter‑tariffs has slowed trade between the U.S. and China, which are two of the larger markets for steel and ferro‑alloys. This has led to reduced demand for ferro‑alloys in certain end‑markets, particularly industries such as automotive and appliances, which are sensitive to trade policies. The Company expects V₂O₅ prices could rise with stronger global economic confidence or greater demand from U.S. critical mineral initiatives.
During the three months ended June 30, 2026, the mid-point price (dollars per pound) of vanadium in Europe had the following activity:
| March 31, | June 30, | Percent | Quarterly | Quarterly | July 31, | ||||||||||||||||||||||||||||||
| Price | 2025 | 2026 | Change | Low | High | 2026 | |||||||||||||||||||||||||||||
| Midpoint | $ | 5.93 | $ | 5.99 | 1 | % | $ | 5.90 | $ | 6.11 | $ | 5.35 | |||||||||||||||||||||||
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Vanadium prices during recent periods have reflected a combination of global steel demand conditions, macroeconomic uncertainty and trade‑related developments. While demand for vanadium remains primarily tied to steel production, the Company believes longer‑term demand may also be influenced by infrastructure spending, energy transition initiatives and potential growth in energy storage applications.
The Company believes that vanadium market fundamentals remain closely linked to global steel demand and that pricing may continue to experience volatility in the near term. The Company continues to maintain vanadium inventory and believes this inventory provides it with flexibility to respond to improved market conditions or sales opportunities, should the Company elect to pursue sales, while managing downside risk during periods of price volatility.
Rare Earth Elements Market
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 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, Tb and Dy 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 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 devices, robotics and defense applications. Monazite also contains higher concentrations of “heavy” REEs than other REE-bearing minerals, including Tb and Dy 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, Tb, Dy, Sm, Eu and Gd, but has the capability to separate other REEs such as 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 compounds, materials, production sources and 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 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.
Monazite Concentrates
Monazite concentrates are an excellent source of REEs, uranium and thorium, and particularly the magnetic REEs (NdPr, Sm, Tb and Dy) when compared to other REE-bearing minerals. The uranium in monazite can be used for nuclear power, and thorium can potentially be used for thorium salt reactors and medical isotope production.
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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, and other technologies including advanced robotics.
Monazite prices have been on an upward trend since mid-2025 due to an improvement in REE pricing linked to Chinese government-imposed restrictions on REE exports from China. Pricing remained elevated through Q2 2026, and despite intra-quarter volatility, certain key REE products recovered or increased by the end of the quarter.
The following tables set forth the prices for certain REE compounds and materials mid-point prices in RMB¥/kg and their approximate value in USD$/kg, according to data from Benchmark Mineral Intelligence (“Benchmark”) (X-China pricing) and Asian Metal (Chinese pricing):
| March 31, 2026 | June 30, 2026 | Percent | |||||||||||||||||||||
| Product/Price Index | (RMB¥/kg) | ($/kg) | (RMB¥/kg) | ($/kg) | Change | ||||||||||||||||||
| Benchmark (European) | |||||||||||||||||||||||
NdPr Oxide (Pr6O11: 25%; Nd2O3: 75%) | 863 | 125 | 748 | 110 | (12) | % | |||||||||||||||||
| Dy Oxide | 8,975 | 1,300 | 9,514 | 1,400 | 8 | % | |||||||||||||||||
| Tb Oxide | 31,067 | 4,500 | 32,279 | 4,750 | 6 | % | |||||||||||||||||
| Benchmark (North American) | |||||||||||||||||||||||
NdPr Oxide (Pr6O11: 25%; Nd2O3: 75%) | 863 | 125 | 748 | 110 | (12) | % | |||||||||||||||||
| Yttrium Oxide | 7,939 | 1,150 | 10,703 | 1,575 | 37 | % | |||||||||||||||||
| Asian Metal | |||||||||||||||||||||||
NdPr Oxide (Pr6O11: 25%; Nd2O3: 75%) | 715 | 104 | 738 | 109 | 5 | % | |||||||||||||||||
| Dy Oxide | 1,390 | 202 | 1,390 | 205 | 1 | % | |||||||||||||||||
| Tb Oxide | 6,150 | 892 | 6,450 | 949 | 6 | % | |||||||||||||||||
| Yttrium Oxide | 71 | 10 | 53 | 8 | (20) | % | |||||||||||||||||
| Benchmark (European) Premium to Asian Metal (%) | |||||||||||||||||||||||
NdPr Oxide (Pr6O11: 25%; Nd2O3: 75%) | 21 | % | 21 | % | 1 | % | 1 | % | * | ||||||||||||||
| Dy Oxide | 546 | % | 546 | % | 584 | % | 584 | % | * | ||||||||||||||
| Tb Oxide | 405 | % | 405 | % | 400 | % | 400 | % | * | ||||||||||||||
* Not relevant.
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| July 31, 2026 | |||||||||||||||||||||||
| Product/Price Index | (RMB¥/kg) | ($/kg) | |||||||||||||||||||||
| Benchmark (European) | |||||||||||||||||||||||
NdPr Oxide (Pr6O11: 25%; Nd2O3: 75%) | 745 | 110 | |||||||||||||||||||||
| Dy Oxide | 11,006 | 1,625 | |||||||||||||||||||||
| Tb Oxide | 33,865 | 5,000 | |||||||||||||||||||||
| Benchmark (North American) | |||||||||||||||||||||||
NdPr Oxide (Pr6O11: 25%; Nd2O3: 75%) | 745 | 110 | |||||||||||||||||||||
| Yttrium Oxide | 10,667 | 1,575 | |||||||||||||||||||||
| Asian Metal | |||||||||||||||||||||||
NdPr Oxide (Pr6O11: 25%; Nd2O3: 75%) | 748 | 111 | |||||||||||||||||||||
| Dy Oxide | 1,410 | 209 | |||||||||||||||||||||
| Tb Oxide | 6,750 | 1,000 | |||||||||||||||||||||
| Yttrium Oxide | 59 | 9 | |||||||||||||||||||||
| Benchmark (European) Premium to Asian Metal | |||||||||||||||||||||||
NdPr Oxide (Pr6O11: 25%; Nd2O3: 75%) | (1) | % | (1) | % | |||||||||||||||||||
| Dy Oxide | 681 | % | 681 | % | |||||||||||||||||||
| Tb Oxide | 402 | % | 402 | % | |||||||||||||||||||
The REE magnet market is expected to see significant growth through 2040 per Adamas Intelligence, driven by increasing demand for neodymium-iron-boron (“NdFeB”) magnets in EVs, PHEVs, robotics, advanced air mobility, and defense. While China consumes the most REEs in its manufacturing industries, much of it is consumed in the manufacture of end-use goods for export and by non-Chinese companies operating within China. REE separation facilities are additionally located in Vietnam, India, France (Solvay) as well as Neo Performance Materials’ Silmet facility in Estonia, processing a variety of feedstocks and sources. In addition, there are small-scale or experimental operational facilities located elsewhere (Russia included).
The Company views its commercial production of separated NdPr, pilot production of separated Tb and Dy, and planned future production of separated Sm, Eu, and Gd, from both monazite concentrates (current) and MREC (future), as important first steps toward restoring a secure and resilient REE supply chain based in the U.S. By acquiring the Vara Mada Project, Bahia Project, and the right to earn into a 49% interest in the Donald Project (with the right to offtake 100% of the produced monazite/xenotime), the Company has secured what it believes will be low-cost monazite feedstocks that can be processed in the U.S. into separated REE products available for sale to U.S., E.U. and Asian customers on a competitive basis. Upon successful development of those projects, expected to be in the 2028 to 2030 time frame, the Company will have secured monazite sources capable of producing up to approximately 4,500 tonnes per year of separated NdPr along with 200 to 300 tonnes per year of separated Tb and Dy.
To further restore a secure and resilient REE supply chain, the Company expects to develop the Mill’s planned Phase 2 Circuit (expected in 2029), which would have the capacity to allow the Mill to produce in total (from the Phase 1 Circuit and the Phase 2 Circuit) up to 6,000 tonnes per year of separated NdPr along with 200 to 300 tonnes per year of separated Tb and Dy, which would utilize all the monazite concentrates expected to be mined from the Company’s Vara Mada, Bahia, and Donald Projects in addition to any additional monazite concentrates and MREC sources from third parties (i.e. Chemours’ mines on the U.S. East Coast). Multiple potential domestic sources of mined HMS, including monazite, exist in North America and are potential feedstocks for the Mill. On a global level, there is a potential to acquire natural monazite sands and MRECs from the following locations: Australia, South Africa, Madagascar, New Zealand, the Philippines, Indonesia, Brazil, Malaysia, Thailand, India, Russia and others.
Upon the successful acquisition of ASM, which is expected to occur as early as the end of August 2026, the Company will combine ASM’s Korean Metals Plant and its planned American Metals Plant with REE oxide production from the Mill. The Company will also own the advanced Dubbo REE Project in Australia. Upon the successful acquisition of VAC, which is expected to occur as soon as Q1 2027, the Company will add operating REPM and advanced magnet manufacturing facilities in the U.S., Germany, Finland, Slovakia, Malaysia, and China. These transactions are expected to create what the Company believes would be the largest fully integrated, resilient REE “mine-to-metal and alloy” producer in the western world to close a
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critical strategic gap in the global supply chains for magnet applications, including automotive, robotic, energy and defense technologies.
Heavy Mineral Sands Market
General
HMS is typically categorized into titanium dioxide-bearing minerals such as ilmenite and rutile (but also including leucoxene and upgraded products such as slag and synthetic rutile), zircon, monazite and xenotime.
Titanium Dioxide Minerals
Ilmenite and rutile are primarily used as feedstock for the production of titanium (“TiO2”) pigment with a small percentage also used in the production of titanium metal and fluxes for welding rods and wire. TiO2 is the most widely used white pigment because of its nontoxicity, brightness and very high refractive index. It is an essential component of consumer products such as paint, plastics and paper. Pigment demand is therefore the major driver of ilmenite and rutile pricing.
Sluggish global pigment demand continued through Q2 2026 due to ongoing economic weakness and the uncertainty and cost implications arising from the war in Iran. However, a combination of idled production at some major pigment operations, reductions in pigment inventory and rising input costs have resulted in major pigment producers successfully increasing their prices through Q2 2026.
The sulfate pigment process, which relies on sulfur or sulfuric acid as a key input, remains the major technology utilized for pigment production in China. The recent steep increase in global sulfur prices resulting from production and trade disruptions in the Middle East have presented a major challenge to all sulfate pigment producers. This is compounding recent increases in export freight costs and the ongoing impact of high tariffs on Chinese pigment imports in the key markets of Europe, Brazil and India. Chinese pigment producers increased pigment prices through the first half of 2026 in order to improve margins. Pigment production in China is the major global source of demand for sulfate ilmenite. A surplus of sulfate ilmenite supply, mostly from increases in African concentrates being processed in China, is maintaining pressure on sulfate ilmenite prices. Increased shipping costs, resulting from recent fuel cost escalation, are further eroding net prices received by sulfate ilmenite suppliers.
Western pigment producers are the main source of demand for chloride ilmenite and high-grade feedstocks including rutile. Major western pigment producers continue to experience challenges from the weak and uncertain economic conditions. However, the idling of a number of pigment plants (owned by a major global pigment producer who entered administration) across Europe and Asia has taken pressure off the market and pigment inventories have decreased to the point at which some restocking is reported to be occurring. Low production utilization rates across major pigment producers have eroded demand and pricing for rutile and chloride ilmenite. However, recent reports of downstream restocking may lead to an increase in pigment production rates which should improve demand for rutile and chloride ilmenite over coming months. The suspension of production of synthetic rutile by a major producer from December 1, 2025 may help to alleviate pressure on the high-grade feedstock market through 2026. Chloride ilmenite, regarded as a niche feedstock for western pigment production with a high relative economic value, is typically purchased under long-term offtake arrangements and generally experiences limited short-term price fluctuations. An incident at a major mineral sands mining operation in Africa during Q1 2026 is likely to impact chloride ilmenite supply for a significant part of 2026.
Demand for rutile from the welding and titanium metal sectors remains firm. The main drivers of demand have been the shipbuilding and aerospace industries combined with sanctions on Russian-supply of raw materials. However, the extent of the rutile price premium into these minor use sectors (above pigment sector pricing) has eroded due to an excess of global supply including the increase in production of premium rutile in China from concentrates being imported into China from Africa.
The Company believes that longer-term fundamentals for rutile and all grades of ilmenite are positive. Long-term pigment demand, driving consumption of rutile and ilmenite, is expected to grow at the rate of global GDP and should recover from the subdued conditions of recent years as more certainty returns to markets and we see a return to sustainable growth in housing and building sectors. Supply of TiO2 feedstock to meet future demand remains dependent on a significant amount of new supply entering the market from new projects.
Zircon
Zircon has a range of end-uses, the predominant of which is in the production of ceramic tiles, accounting for more than 50% of global zircon consumption. Milled zircon enables ceramic tile manufacturers to achieve brilliant opacity, whiteness and brightness in their products. Zircon’s unique properties include heat and wear resistance, stability, opacity, hardness and strength, making it sought after for other applications such as refractories, foundries and specialty chemicals.
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The curtailment of supply by some major producers, together with some supply disruptions and a reduction in inventories in China, has resulted in a tightening of the zircon market and an improvement in pricing through the first half of 2026. After a prolonged period of weakness, zircon demand in China, the largest global consumer of zircon, has improved as consumers have been rebuilding inventory levels. Further improvement in zircon prices will depend on the extent and sustainability of an improvement in underlying demand and the extent to which reduced supply returns to the market.
The Company believes that the longer-term fundamentals for zircon are positive. Zircon demand growth is expected to closely follow GDP and to be driven by recoveries in demand for ceramics in housing and building, as well as growth in industrial manufacturing including foundries for steel products and refractories for glass production (including solar panels). Supply of zircon to meet future demand is also highly dependent on a significant amount of new supply entering the market from new projects.
The following table sets forth certain HMS prices in $/t (freight on board basis), according to TZ Minerals International Pty Ltd.’s estimated market prices published in June 2026:
| March 31, 2026 | June 30, 2026 | Percent | |||||||||||||||
| Product | ($/t) | ($/t) | Change | ||||||||||||||
| Zircon (Premium) | 1,510 | 1,510 | — | % | |||||||||||||
| Rutile (Premium, bulk) | 1,150 | 970 | (16) | % | |||||||||||||
Chloride Ilmenite (60 % TiO2) | 245 | 260 | 6 | % | |||||||||||||
Sulfate Ilmenite (50 % TiO2) | 195 | 195 | — | % | |||||||||||||
Inventories
The Company is well-stocked to meet its long-term uranium contract sales and potential spot sales as market conditions warrant. The Company’s inventory balances as of June 30, 2026 were as follows:
Ore, mineralized material and raw materials (estimated contained pounds of U3O8) | 590,000 | ||||
Work-in-process (contained pounds of U3O8) | 35,000 | ||||
Finished pounds of U3O8 | 1,640,000 | ||||
Total pounds of finished and contained U3O8 | 2,265,000 | ||||
The mix between contained uranium in ore and mineralized material inventories and finished U3O8 product inventory depends on the timing of the processing of stockpiled uranium mineralized material at the Mill, any spot uranium sales or purchases the Company may elect to complete in 2026.
As of June 30, 2026, the Company has approximately 905,000 pounds of finished V2O5 in inventory, and there remains an estimated 1.0 to 3.0 million pounds of additional solubilized recoverable V2O5 in tailings solutions at the Mill awaiting future recovery, as market conditions may warrant.
Outlook for Remainder of 2026
Guidance
The Company’s guidance for 2026 is as follows:
| Low | High | ||||||||||||||||
Mined (contained pounds of U3O8) | 2,000,000 | 2,500,000 | |||||||||||||||
Processed (finished pounds of U3O8)(1) | 1,500,000 | 2,500,000 | |||||||||||||||
Sales (pounds of U3O8)(2) | 1,500,000 | 2,000,000 | |||||||||||||||
(2) Subject to sales into the spot market depending on market conditions.
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Finished Uranium Costs Decline
The Company processed low-cost Pinyon Plain mine ores from Q4 2025 from a conventional uranium Mill run, which was completed in Q2 2026. During this Mill run, we processed and produced approximately 2.3 million pounds of finished U3O8, of which 1.7 million pounds of finished U3O8 was packaged and processed in 2026. During this Mill run, the Company’s average mining and transportation costs to the Mill for Pinyon Plain ore was approximately $14 per pound of recovered U3O8, which together with milling cost of approximately $9 per pound U3O8, resulted in a total weighted average cost of approximately $23 per pound of U3O8 recovered. The Company believes this ranks among the lowest costs for mined uranium production in the world. These high-grade Pinyon Plain ores were blended and processed with a relatively small quantity of lower grade, higher cost, La Sal/Pandora ores at the Company’s discretion.
The Company’s inventories of finished U3O8 had a weighted average cost of approximately $34 per pound U3O8 as of June 30, 2026, reflecting the weighted average cost of production and purchases of finished inventories from various sources over the years, as the Company continued to ramp up production and maximize economies of scale, including from Alternate Feed Materials, the La Sal/Pandora mines, low-grade mine clean-up materials, and purchases of uranium on the spot market. These costs do not fully reflect the recently mined ores from the Pinyon Plain mine after completing this Mill run, which have not yet been processed.
As the Company accounts for cost of goods sold as the weighted average cost of its finished product inventories, sales of uranium produced in 2026 will reflect the blended average of the 1.1 million pounds of U3O8 in finished inventories as of December 31, 2025, plus the cost of additional finished U3O8 produced from blended Pinyon Plain and La Sal/Pandora ores. This has resulted in costs of goods sold of approximately $39 per pound thus far in 2026, which is expected to continue to decline during the remainder of 2026, depending on the quantity of any additional spot sales of inventory that may be made throughout 2026. The Company’s ability to blend and match various sources of uranium feeds to satisfy contract delivery requirements is a unique element of the Company’s production capabilities that no other producer has in North America.
Based on expected decreasing cost of goods sold and conservative uranium price forecasts, gross margins from the Company’s uranium sales are expected to increase over time through 2026, subject to the pricing of its contracts at the time of sale.
Uranium Sales
The Company sells uranium into its long-term contract portfolio and as well as a portion of its inventories on the spot market depending on uranium price movements and inventories.
The Company’s six long-term utility contracts require future deliveries of uranium between 2026 and 2032. The actual volumes delivered under these contracts varies based on the buyer’s exercise of options and quantity flexibility. The Company remains actively engaged in pursuing additional selective long-term uranium sales contracts due to observed upticks in interest from nuclear utilities seeking long-term supply. As of June 30, 2026, the Company’s contracted uranium sales volumes are as follows (in pounds of U3O8):
| Minimum | Base | Maximum | |||||||||
| Remainder of the year ending December 31, 2026 | 180,000 | 240,000 | 310,000 | ||||||||
| Year ending December 31, 2027 | 770,000 | 890,000 | 1,130,000 | ||||||||
| Year ending December 31, 2028 | 770,000 | 890,000 | 1,130,000 | ||||||||
| Year ending December 31, 2029 | 490,000 | 560,000 | 1,010,000 | ||||||||
| Year ending December 31, 2030 | 400,000 | 460,000 | 900,000 | ||||||||
| Thereafter | 160,000 | 160,000 | 240,000 | ||||||||
| Total | 2,770,000 | 3,200,000 | 4,720,000 | ||||||||
The Company holds uncommitted inventory and expects to evaluate additional spot and/or long-term uranium sales opportunities. The Company may also evaluate the purchase of uranium on the spot market, subject to market conditions, contract requirements and the Mill’s schedule for processing uranium ore stockpiles at the Mill.
The San Juan County Clean Energy Foundation
The San Juan County Clean Energy Foundation (the “Foundation”) is a fund specifically designed to contribute to the communities surrounding the Mill in southeastern Utah. Energy Fuels deposited an initial $1 million into the Foundation at the time of formation and now provides ongoing funding equal to 1% of the Mill’s revenues, thereby providing an ongoing source
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of funding to support local priorities. The Foundation focuses on supporting education, the environment, health/wellness, and local economic development in the City of Blanding, San Juan County, the White Mesa Ute Community, the Navajo Nation and other area communities.
An Advisory Board, comprised of local citizens from San Juan County, evaluates grant applications on a quarterly basis and makes recommendations to the Foundation’s Managers for final review and approval. As of June 30, 2026, the Foundation has awarded 52 grants totaling $0.91 million, of which $0.29 million was committed to Native American initiatives.
Known Trends or Uncertainties
The Company has had negative net cash flows from operating activities and net losses in previous years and through the first half of 2026. This is due to generally depressed uranium prices until 2024 resulting in minimal uranium production and low quantities of monazite to recover salable REE products, each of which has not allowed the Company to realize economies of scale and capital expenditures to develop the Company’s growing portfolio projects.
As part of its growth objectives and business plan, the Company routinely assesses strategic acquisition, investment and financing opportunities, including opportunities at various stages of the supply chain that are complementary or adjacent to the Company’s current operations. The Company is currently in various stages of considering, and in some cases discussing and negotiating with counterparties in relation to, such acquisition, investment and financing opportunities. There is no certainty, and no assurance can be given, as to whether any definitive agreements will be entered into in relation to any material acquisition, investment or financing opportunities in the future. Further, even if any such definitive agreements are entered into in the future, no assurance can be provided as to whether any material transactions will ultimately be completed.
The Company’s ability to execute its business plan effectively will depend in part on its ability to raise additional capital for the completion of any material future acquisitions and investments. No assurance can be given that any such additional funding will be made available or that, if available, it will be available on terms acceptable to the Company or its shareholders. Any additional equity financing raised to provide such funding, or issuance of shares as consideration under the relevant transaction, may be dilutive to shareholders and any debt financing, if available, may involve restrictions on financing and operating activities. In addition, if any such acquisition, investment or joint venture opportunities are completed, the Company may be exposed to risks specific to the acquired business or asset, including risks relating to operations, regulatory compliance, technology, supply chains, markets, management, integration, or other factors that differ from, or are outside of, the Company’s historical areas of experience, and such risks could adversely affect the Company’s business, financial condition, results of operations and prospects.
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 remaining deliveries subject to customer elections; (b) the Company continuing mining at three of its uranium mines (Pinyon Plain, La Sal and Pandora); and (c) selling uranium inventories and mined uranium production into its long-term contracts, and potentially on the spot market; (ii) U.S. government laws and programs, including any tariffs enacted by the President and retaliatory tariffs proposed by other countries, which could increase the cost to produce any of the Company’s products and also in changes in demand and prices received for the Company’s sale of its products, depending on how much tariff and other trade activities settle out, which could result in the development of commercial markets for “heavy” REEs that did not previously exist in the U.S. and U.S. government support for critical minerals, including uranium, production; (iii) volatility in prices of uranium, vanadium, HMS, REEs and our other primary metals; and (iv) the Company’s HMS, REE and TAT radioisotope initiatives, which, if successful, could result in improved results from operations in future years. We are not aware at this time of any events that are reasonably likely to cause a material change in the relationship between costs and revenue of the Company.
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Results of Operations
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Consolidated Results of Operations
The consolidated results of operations were as follows (in thousands):
| Three Months Ended June 30, | Increase | ||||||||||||||||||||||
| 2026 | 2025 | (Decrease) | Percent | ||||||||||||||||||||
| Revenues | $ | 25,108 | $ | 4,212 | $ | 20,896 | 496 | % | |||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Costs applicable to revenues | 10,690 | 3,655 | 7,035 | 192 | % | ||||||||||||||||||
Exploration, development and processing(1) | 8,115 | 9,075 | (960) | (11) | % | ||||||||||||||||||
| Standby | 2,872 | 1,780 | 1,092 | 61 | % | ||||||||||||||||||
| Accretion of asset retirement obligations | 3,711 | 862 | 2,849 | 331 | % | ||||||||||||||||||
Selling, general and administration(1) | 15,922 | 12,130 | 3,792 | 31 | % | ||||||||||||||||||
| Share-based compensation | 3,641 | 2,885 | 756 | 26 | % | ||||||||||||||||||
| Transaction and integration related costs | 10,732 | — | 10,732 | * | |||||||||||||||||||
| Total operating costs and expenses | 55,683 | 30,387 | 25,296 | 83 | % | ||||||||||||||||||
| Operating loss | (30,575) | (26,175) | (4,400) | 17 | % | ||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Gain on sale of assets | 69 | 3,135 | (3,066) | (98) | % | ||||||||||||||||||
| Loss in unconsolidated affiliates | (2,329) | (280) | (2,049) | * | |||||||||||||||||||
| Other income (loss) | (723) | 1,506 | (2,229) | * | |||||||||||||||||||
| Total other income (loss) | (2,983) | 4,361 | (7,344) | * | |||||||||||||||||||
| Loss before income taxes | (33,558) | (21,814) | (11,744) | 54 | % | ||||||||||||||||||
| Income tax expense | (45) | (26) | (19) | 73 | % | ||||||||||||||||||
| Net loss | $ | (33,603) | $ | (21,840) | $ | (11,763) | 54 | % | |||||||||||||||
| Basic net loss per share | $ | (0.13) | $ | (0.10) | $ | (0.03) | * | ||||||||||||||||
| Diluted net loss per share | $ | (0.13) | $ | (0.10) | $ | (0.03) | * | ||||||||||||||||
*Not meaningful.
(1) Excludes share-based compensation.
For the three months ended June 30, 2026, net loss increased by $11.76 million to $33.60 million or $0.13 per share from $21.84 million or $0.10 per share for the three months ended June 30, 2025, primarily due to higher total operating costs and expenses including transaction and integration related costs related to the planned acquisitions of ASM and VAC, partially offset by higher uranium concentrates revenues driven by the timing of uranium sales.
Revenues
Revenues increased by $20.90 million to $25.11 million for the three months ended June 30, 2026, from $4.21 million for the three months ended June 30, 2025, primarily due to higher uranium concentrates revenues driven by increased volumes and higher realized sales prices.
Costs Applicable to Revenues
Costs applicable to revenue increased by $7.03 million to $10.69 million for the three months ended June 30, 2026, from $3.66 million for the three months ended June 30, 2025, primarily due to higher uranium volumes sold, partially offset by lower weighted average cost per pound of uranium sold.
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Other Operating Costs and Expenses
Exploration, development and processing (excluding share-based compensation)
Exploration, development and processing costs (excluding share-based compensation) decreased by $0.96 million to $8.12 million for the three months ended June 30, 2026 from $9.08 million for the three months ended June 30, 2025, primarily due to consumable inventory that was no longer needed for reclamation activities at the Kwale Project that was expensed in 2025, lower indirect processing costs at the Mill and lower development costs at the La Sal Complex, partially offset by higher exploration costs at the Bahia Project.
While we expect exploration and development costs related to our mineral properties to provide future value to the Company, the Company expenses these costs in part due to the fact that the Company has not established Proven Mineral Reserves or Probable Mineral Reserves as defined by S-K 1300 or NI 43-101 through the completion of a feasibility or pre-feasibility study for several of the Company’s projects as of June 30, 2026, with the exception of its Vara Mada, Pinyon Plain and Sheep Mountain Projects.
Standby
Standby costs are related to the care and maintenance of the standby mines and are expensed as incurred. Standby costs increased by $1.09 million to $2.87 million for the three months ended June 30, 2026 from $1.78 million for the three months ended June 30, 2025, primarily due to higher permitting activities at Roca Honda and Whirlwind and increased maintenance activities at Nichols Ranch.
Accretion of asset retirement obligations
Accretion of asset retirement obligations increased by $2.85 million to $3.71 million for the three months ended June 30, 2026 from $0.86 million for the three months ended June 30, 2025. The increase was primarily attributable to a revision of a portion of the Kwale Project asset retirement obligation as reclamation neared completion and the timing of remaining monitoring and end-of-life expenditures was reassessed, resulting in an accelerated accretion charge of $3.10 million. Asset retirement obligation settlements also decreased significantly compared to the prior-year period.
Selling, general and administrative (excluding share-based compensation)
Selling, general and administrative expenses (excluding share-based compensation) increased by $3.79 million to $15.92 million for the three months ended June 30, 2026 from $12.13 million for the three months ended June 30, 2025, primarily due to increases in general headcount, salaries and benefits and severance payments in connection with the Company’s executive succession plan.
Share-based compensation
Share-based compensation increased by $0.75 million to $3.64 million for the three months ended June 30, 2026 from $2.89 million for the three months ended June 30, 2025, primarily due to accelerated vesting of awards in connection with the Company’s executive succession plan.
Transaction and integration related costs
Transaction and integration related costs are for legal, advisory and accounting fees directly related to the planned acquisitions of ASM and VAC. Transaction and integration related costs were $10.73 million for the three months ended June 30, 2026. No transaction and integration related costs were incurred during the three months ended June 30, 2025.
Other Income (Loss)
Gain on sale of assets
Gain on sale of assets decreased by $3.07 million to $0.07 million for the three months ended June 30, 2026 from $3.14 million for the three months ended June 30, 2025 primarily due to sales of mining equipment in 2025 that was no longer needed for reclamation activities at the Kwale Project.
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Loss in unconsolidated affiliates
Loss in unconsolidated affiliates increased by $2.05 million to $2.33 million for the three months ended June 30, 2026 from $0.28 million for the three months ended June 30, 2025 primarily due to the Company’s proportionate share of losses incurred by the Donald Project JV and the Company’s decision to not pursue further activities at Tate.
Other income (loss)
Other loss was $0.72 million, net for the three months ended June 30, 2026. Other income was $1.51 million, net for the three months ended June 30, 2025. The change between periods was primarily due to mark-to-market losses on marketable securities, lower gains on maturities of marketable securities and interest expense on the Company’s 0.75% Convertible Senior Notes due in 2031 (the “Notes”) issued on October 1, 2025, partially offset by higher interest income. See Note 14 — Supplemental Financial Information for more information.
Segment Results of Operations
We have three reportable segments: (i) uranium, (ii) REE and (iii) HMS. The uranium segment engages in conventional and in situ recovery uranium extraction, recovery and sales of uranium from mineral properties and the recycling of uranium-bearing materials generated by third parties in the U.S. As part of these activities, the Company acquires, explores, evaluates and, if warranted, permits uranium properties. The Company’s final uranium product is U3O8, which is sold to customers for further processing into fuel for nuclear reactors. The Company also produces V2O5 as a co-product of uranium at the Mill, as market conditions warrant. In addition to uranium, the Company is also exploring opportunities to separate radium-226 and radium-228 as a co-product of uranium process streams at the Mill. The REE segment is engaged in the Company’s initiatives to progress towards full REE separation capabilities at the Mill to produce both “light” and “heavy” separated REE products in the coming years. The Company completed the construction and commissioning of Phase 1 of the modification and enhancement of its infrastructure at the Mill in 2024. The Company expects to procure monazite through its mines including the Vara Mada and Bahia Projects, its JV interest in the Donald Project, other potential joint ventures or other collaborations and open market purchases. The HMS segment engages in the exploration, development and recovery of HMS at the Vara Mada and Bahia Projects, as well as its equity method investment in the Donald Project JV. The Company’s Kwale Project is in reclamation. The Company recovers stand-alone ilmenite, rutile, zircon and monazite to provide sources of titanium and zirconium.
The operating results of our reportable segments were as follows (in thousands):
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||
| Rare | Heavy | |||||||||||||||||||||||||
| Earth | Mineral | Consolidated | ||||||||||||||||||||||||
| Uranium | Elements | Sands | Total | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Uranium concentrates | $ | 24,951 | $ | — | $ | — | $ | 24,951 | ||||||||||||||||||
| Alternate Feed Materials, processing and other | 157 | — | — | 157 | ||||||||||||||||||||||
| Total revenues | $ | 25,108 | $ | — | $ | — | $ | 25,108 | ||||||||||||||||||
| Costs applicable to revenues | ||||||||||||||||||||||||||
| Costs applicable to uranium concentrates | $ | 10,690 | $ | — | $ | — | $ | 10,690 | ||||||||||||||||||
| Total costs applicable to revenues | $ | 10,690 | $ | — | $ | — | $ | 10,690 | ||||||||||||||||||
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| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Rare | Heavy | |||||||||||||||||||||||||
| Earth | Mineral | Consolidated | ||||||||||||||||||||||||
| Uranium | Elements | Sands | Total | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Uranium concentrates | $ | 3,850 | $ | — | $ | — | $ | 3,850 | ||||||||||||||||||
| Heavy mineral sands | — | — | 278 | 278 | ||||||||||||||||||||||
| Alternate Feed Materials, processing and other | 84 | — | — | 84 | ||||||||||||||||||||||
| Total revenues | $ | 3,934 | $ | — | $ | 278 | $ | 4,212 | ||||||||||||||||||
| Costs applicable to revenues | ||||||||||||||||||||||||||
| Costs applicable to uranium concentrates | $ | 2,659 | $ | — | $ | — | $ | 2,659 | ||||||||||||||||||
| Costs applicable to heavy mineral sands | — | — | 996 | 996 | ||||||||||||||||||||||
| Total costs applicable to revenues | $ | 2,659 | $ | — | $ | 996 | $ | 3,655 | ||||||||||||||||||
The following table sets forth select operating data and financial metrics:
| Three Months Ended June 30, | Increase | ||||||||||||||||||||||
| 2026 | 2025 | (Decrease) | Percent | ||||||||||||||||||||
| Volumes sold | |||||||||||||||||||||||
| Uranium concentrates (lbs.) | 310,000 | 50,000 | 260,000 | 520 | % | ||||||||||||||||||
| Heavy mineral sands (tonnes) | — | 202 | (202) | * | |||||||||||||||||||
| Realized sales price | |||||||||||||||||||||||
| Uranium concentrates ($/lb.) | $ | 80.48 | $ | 77.00 | $ | 3.48 | 5 | % | |||||||||||||||
| Heavy mineral sands ($/tonne) | — | 1,371 | (1,371) | * | |||||||||||||||||||
| Costs applicable to revenues | |||||||||||||||||||||||
| Uranium concentrates ($/lb.) | $ | 34.48 | $ | 53.17 | $ | (18.69) | (35 | %) | |||||||||||||||
| Heavy mineral sands ($/tonne) | — | 4,931 | (4,931) | * | |||||||||||||||||||
Uranium Segment Results
Revenues
Uranium concentrates
Revenues from uranium concentrates increased by $21.10 million to $24.95 million for the three months ended June 30, 2026 from $3.85 million for the three months ended June 30, 2025. Higher sales volume (calculated as the change in period-to-period sales volumes times the prior period realized sales price) accounted for approximately $20.02 million increase in revenue between periods. Higher realized prices (calculated as the change in the period-to-period average realized price times the current period volumes sold) accounted for an approximate $1.08 million increase between periods.
The Company sold 150,000 pounds of U3O8 on the spot market for $12.74 million at a weighted average sales price of $84.92 per pound for the three months ended June 30, 2026 compared to 50,000 pounds of U3O8 on the spot market for $3.85 million at a weighted average sales price of $77.00 per pound for the three months ended June 30, 2025.
The Company sold 160,000 pounds of U3O8 under existing long-term contracts for $12.21 million, at a weighted average sales price of $76.33 per pound for the three months ended June 30, 2026 compared to no long-term contract sales for the three months ended June 30, 2025.
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Costs applicable to revenues
Costs applicable to uranium concentrates
Costs applicable to uranium concentrates increased by $8.03 million to $10.69 million for the three months ended June 30, 2026 from $2.66 million for the three months ended June 30, 2025 primarily due to higher volumes sold between periods partially offset by lower weighted average costs per pound.
Higher sales volumes (calculated as the change in period-to-period sales volumes times the prior period weighted average cost per pound) accounted for approximately $13.82 million increase in costs between periods. Lower weighted average costs per pound (calculated as the change in the period-to-period weighted average costs per pound times the current period volumes sold) accounted for an approximate $5.79 million decrease in costs between periods.
Rare Earth Element Segment Results
There were no revenues or costs applicable to rare earth element revenues for either of the three months ended June 30, 2026 or 2025.
Heavy Mineral Sand Segment Results
There were no revenues or costs applicable to heavy mineral sands for the three months ended June 30, 2026. Revenues from HMS were $0.28 million and costs applicable to HMS were $1.00 million for the three months ended June 30, 2025.
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Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Consolidated Results of Operations
The consolidated results of operations were as follows (in thousands):
| Six Months Ended June 30, | Increase | ||||||||||||||||||||||
| 2026 | 2025 | (Decrease) | Percent | ||||||||||||||||||||
| Revenues | $ | 60,946 | $ | 21,110 | $ | 39,836 | 189 | % | |||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Costs applicable to revenues | 32,165 | 21,779 | 10,386 | 48 | % | ||||||||||||||||||
Exploration, development and processing(1) | 16,209 | 15,521 | 688 | 4 | % | ||||||||||||||||||
| Standby | 6,208 | 3,647 | 2,561 | 70 | % | ||||||||||||||||||
| Accretion of asset retirement obligations | 4,308 | 1,935 | 2,373 | 123 | % | ||||||||||||||||||
Selling, general and administration(1) | 29,292 | 25,106 | 4,186 | 17 | % | ||||||||||||||||||
| Share-based compensation | 7,152 | 5,490 | 1,662 | 30 | % | ||||||||||||||||||
| Transaction and integration related costs | 13,115 | — | 13,115 | * | |||||||||||||||||||
| Total operating costs and expenses | 108,449 | 73,478 | 34,971 | 48 | % | ||||||||||||||||||
| Operating loss | (47,503) | (52,368) | 4,865 | (9) | % | ||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Gain on sale of assets | 361 | 3,490 | (3,129) | (90) | % | ||||||||||||||||||
| Loss in unconsolidated affiliates | (2,391) | (421) | (1,970) | * | |||||||||||||||||||
| Other income | 5,063 | 15 | 5,048 | * | |||||||||||||||||||
| Total other income | 3,033 | 3,084 | (51) | (2) | % | ||||||||||||||||||
| Loss before income taxes | (44,470) | (49,284) | 4,814 | (10) | % | ||||||||||||||||||
| Income tax benefit (expense) | (93) | 1,120 | (1,213) | * | |||||||||||||||||||
| Net loss | $ | (44,563) | $ | (48,164) | $ | 3,601 | (7) | % | |||||||||||||||
| Basic net loss per share | $ | (0.18) | $ | (0.23) | $ | 0.05 | * | ||||||||||||||||
| Diluted net loss per share | $ | (0.18) | $ | (0.23) | $ | 0.05 | * | ||||||||||||||||
*Not meaningful.
(1) Excludes share-based compensation.
For the six months ended June 30, 2026, net loss decreased by $3.60 million to $44.56 million or $0.18 per share from $48.16 million or $0.23 per share for the six months ended June 30, 2025 primarily due to higher uranium concentrates revenues driven by the timing of uranium sales, partially offset by higher total operating costs and expenses, including transaction and integration related costs associated with the planned acquisitions of ASM and VAC.
Revenues
Revenues increased by $39.84 million to $60.95 million for the six months ended June 30, 2026 from $21.11 million for the six months ended June 30, 2025 primarily due to higher uranium concentrates revenues driven by increased sales volumes and the timing of uranium sales, partially offset by no HMS sales.
Costs Applicable to Revenues
Costs applicable to revenue increased by $10.39 million to $32.17 million for the six months ended June 30, 2026 from $21.78 million for the six months ended June 30, 2025 primarily due to higher uranium sales volumes, partially offset by no HMS sales.
Other Operating Costs and Expenses
Exploration, development and processing (excluding share-based compensation)
Exploration, development and processing costs (excluding share-based compensation) increased by $0.69 million to $16.21 million for the six months ended June 30, 2026 from $15.52 million for the six months ended June 30, 2025, primarily
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due to higher indirect processing costs at the Mill, higher exploration and development costs at the La Sal Complex as well as higher exploration costs at the Bahia Project, partially offset by consumable inventory for reclamation activities at the Kwale Project that was expensed in 2025 and development costs for the Juniper Zone at Pinyon Plain were capitalized in 2026 following the release .
While we expect exploration and development costs related to our mineral properties to provide future value to the Company, the Company expenses these costs in part due to the fact that the Company has not established Proven Mineral Reserves or Probable Mineral Reserves as defined by S-K 1300 or NI 43-101 through the completion of a feasibility or pre-feasibility study for any of the Company’s projects as of June 30, 2026, with the exception of its Sheep Mountain and Pinyon Plain Projects.
Standby
Standby costs are related to the care and maintenance of the standby mines and are expensed as incurred. Standby costs increased by $2.56 million to $6.21 million for the six months ended June 30, 2026 from $3.65 million for the six months ended June 30, 2025, primarily attributable to higher personnel costs at Nichols Ranch, increased permitting activities at Roca Honda and increased permitting and maintenance activities at Whirlwind.
Accretion of asset retirement obligations
Accretion of asset retirement obligations increased by $2.37 million to $4.31 million for the six months ended June 30, 2026 from $1.94 million for the six months ended June 30, 2025. The increase was primarily attributable to a revision of a portion of the Kwale Project asset retirement obligation as reclamation neared completion and the timing of remaining monitoring and end-of-life expenditures was reassessed, resulting in an accelerated accretion charge of $3.10 million. Asset retirement obligation settlements also decreased significantly compared to the prior-year period.
Selling, general and administrative (excluding share-based compensation)
Selling, general and administrative expenses (excluding share-based compensation) increased by $4.18 million to $29.29 million for the six months ended June 30, 2026 from $25.11 million for the six months ended June 30, 2025 primarily due to increases in general headcount, salaries and benefits and severance payments in connection with the Company’s executive succession plan.
Share-based compensation
Share-based compensation increased by $1.66 million to $7.15 million for the six months ended June 30, 2026 from $5.49 million for the six months ended June 30, 2025 primarily due to increased headcount, higher grant date fair values and accelerated vesting of awards in connection with the Company’s executive succession plan.
Transactions and integration related costs
Transactions and integration related costs are for legal, advisory and accounting fees directly related to the acquisitions of ASM and VAC. Transactions and integration related costs were $13.12 million for the six months ended June 30, 2026. No transactions and integration related costs were incurred during the six months ended June 30, 2025.
Other Income
Gain on sale of assets
Gain on sale of assets decreased by $3.13 million to $0.36 million for the six months ended June 30, 2026 from $3.49 million for the six months ended June 30, 2025 primarily due to sales of mining equipment in 2025 that was no longer needed for reclamation activities at the Kwale Project.
Loss in unconsolidated affiliates
Loss in unconsolidated affiliates decreased by $1.97 million to $2.39 million for the six months ended June 30, 2026 from $0.42 million for the six months ended June 30, 2025 primarily due to the Company’s proportionate share of losses incurred by the Donald Project JV and the Company’s decision to not invest further in Tate, which the Company began accounting for under the equity method on April 1, 2025.
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Other income
Other income increased by $5.04 million to $5.06 million, net for the six months ended June 30, 2026 from $0.02 million, net for the six months ended June 30, 2025 primarily due to higher interest income, partially offset by higher mark-to-market losses on marketable securities and interest expense on the Notes issued on October 1, 2025. See Note 14 — Supplemental Financial Information for more information.
Income tax benefit (expense)
Income tax expense was $0.09 million for the six months ended June 30, 2026 on loss before income taxes of $44.47 million primarily due to Brazil income tax arising from transfer pricing revenue recognized. Income tax benefit was $1.12 million for the six months ended June 30, 2025 on loss before income taxes of $49.28 million, which was primarily due to the reversal of the tax liability for Base Titanium Limited that was recorded prior to the acquisition of Base Resources Limited.
Segment Results of Operations
The operating results of our reportable segments were as follows (in thousands):
| Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||
| Rare | Heavy | |||||||||||||||||||||||||
| Earth | Mineral | Consolidated | ||||||||||||||||||||||||
| Uranium | Elements | Sands | Total | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Uranium concentrates | $ | 60,671 | $ | — | $ | — | $ | 60,671 | ||||||||||||||||||
| Alternate Feed Materials, processing and other | 275 | — | — | 275 | ||||||||||||||||||||||
| Total revenues | $ | 60,946 | $ | — | $ | — | $ | 60,946 | ||||||||||||||||||
| Costs applicable to revenues | ||||||||||||||||||||||||||
| Costs applicable to uranium concentrates | $ | 32,165 | $ | — | $ | — | $ | 32,165 | ||||||||||||||||||
| Total costs applicable to revenues | $ | 32,165 | $ | — | $ | — | $ | 32,165 | ||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Rare | Heavy | |||||||||||||||||||||||||
| Earth | Mineral | Consolidated | ||||||||||||||||||||||||
| Uranium | Elements | Sands | Total | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Uranium concentrates | $ | 3,850 | $ | — | $ | — | $ | 3,850 | ||||||||||||||||||
| Heavy mineral sands | — | — | 15,821 | 15,821 | ||||||||||||||||||||||
| Alternate Feed Materials, processing and other | 1,439 | — | — | 1,439 | ||||||||||||||||||||||
| Total revenues | $ | 5,289 | $ | — | $ | 15,821 | $ | 21,110 | ||||||||||||||||||
| Costs applicable to revenues | ||||||||||||||||||||||||||
| Costs applicable to uranium concentrates | $ | 2,659 | $ | — | $ | — | $ | 2,659 | ||||||||||||||||||
| Costs applicable to heavy mineral sands | — | — | 19,120 | 19,120 | ||||||||||||||||||||||
| Total costs applicable to revenues | $ | 2,659 | $ | — | $ | 19,120 | $ | 21,779 | ||||||||||||||||||
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The following table sets forth selected operating data and financial metrics:
| Six Months Ended June 30, | Increase | ||||||||||||||||||||||
| 2026 | 2025 | (Decrease) | Percent | ||||||||||||||||||||
| Volumes sold | |||||||||||||||||||||||
Uranium concentrates (lbs.) | 820,000 | 50,000 | 770,000 | 1,540 | % | ||||||||||||||||||
| Heavy mineral sands (tonnes) | — | 21,319 | (21,319) | * | |||||||||||||||||||
| Realized sales price | |||||||||||||||||||||||
Uranium concentrates ($/lb.) | $ | 73.99 | $ | 77.00 | $ | (3.01) | (4) | % | |||||||||||||||
| Heavy mineral sands ($/tonne) | — | 742 | $ | (742) | * | ||||||||||||||||||
| Costs applicable to revenues | |||||||||||||||||||||||
Uranium concentrates ($/lb.) | $ | 39.23 | $ | 53.17 | $ | (13.94) | (26) | % | |||||||||||||||
| Heavy mineral sands ($/tonne) | — | 897 | $ | (897) | * | ||||||||||||||||||
*Not meaningful.
Uranium Segment Results
Revenues
Uranium concentrates
Revenues from uranium concentrates increased by $56.82 million to $60.67 million for the six months ended June 30, 2026 from $3.85 million for the six months ended June 30, 2025. Higher sales volume (calculated as the change in period-to-period sales volumes times the prior period realized sales price) accounted for approximately $59.29 million increase in revenue between periods. Lower realized prices (calculated as the change in the period-to-period average realized price times the current period volumes sold) accounted for an approximate $2.47 million decrease between periods.
The Company sold 250,000 pounds of U3O8 on the spot market for $22.33 million at a weighted average sales price of $89.30 per pound for the six months ended June 30, 2026 compared to 50,000 pounds of U3O8 on the spot market for $3.85 million at a weighted average sales price of $77.00 per pound for the six months ended June 30, 2025.
The Company sold 570,000 pounds of U3O8 under existing long-term contracts for $38.35 million, at a weighted average sales price of $67.27 per pound for the six months ended June 30, 2026 compared to no long-term contract sales for the six months ended June 30, 2025.
Alternate Feed Materials, processing and other
Revenues from Alternate Feed Materials, processing and other decreased by $1.16 million to $0.28 million for the six months ended June 30, 2026 from $1.44 million for the six months ended June 30, 2025. The decrease was primarily due to additional billings recognized in the prior year period related to lower grade ore than contracted from a customer, partially offset by the processing of certain alternate feed materials.
Costs Applicable to Revenues
Costs applicable to uranium concentrates
Costs applicable to uranium concentrates increased by $29.51 million to $32.17 million for the six months ended June 30, 2026 from $2.66 million for the six months ended June 30, 2025 primarily due to higher volumes sold between periods partially offset by lower weighted average costs per pound.
Higher sales volumes (calculated as the change in period-to-period sales volumes times the prior period weighted average costs per pound) accounted for an approximate $40.94 million increase in costs between periods. Lower weighted average costs per pound (calculated as the change in the period-to-period weighted average costs per pound times the current period sales volumes sold) accounted for an approximate $11.43 million decrease in costs between periods.
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Rare Earth Element Segment Results
There were no revenues or costs applicable to revenues for either the six months ended June 30, 2026 or 2025.
Heavy Mineral Sand Segment Results
There were no revenues or costs applicable to heavy mineral sands for the six months ended June 30, 2026. Revenues from HMS were $15.82 million and costs applicable to HMS were $19.12 million for the six months ended June 30, 2025.
LIQUIDITY AND CAPITAL RESOURCES
Funding of Major Cash Requirements
Our primary short-term and long-term cash requirements are to fund working capital needs and operating expenses, capital expenditures and potential future growth opportunities through ongoing initiatives such as our REE separation capacity expansion, development of the Vara Mada Project, earn-in to the Donald Project JV, uranium mining activities at the Pinyon Plain, La Sal and Pandora mines, processing activities at the Mill, exploration activities at the Bahia Project, TAT radioisotope initiative and reclamation of the Kwale Project, as well as potential business and property acquisitions including ASM and VAC.
We expect to be able to fund working capital and operating expenses, capital expenditures and currently planned growth initiatives over the next 12 months through available cash balances and product inventory sales, if needed. We may also increase our working capital through issuances of Common Shares pursuant to our ATM in appropriate circumstances and fund our capital expenditures and potential future growth opportunities including planned mergers and acquisitions through debt and/or equity financings. We intend to continue to pursue the acquisition of monazite mineral rights and other uranium producing assets.
Shares Issued for Cash
The Company has an ATM in place, which allows the Company to make Common Share distributions to the extent qualified under a U.S. shelf registration statement on Form S-3 (“Shelf Registration Statement”) and one or more prospectus supplements. The Company’s current Shelf Registration Statement went effective on March 22, 2024 and permits the Company to sell any combination of its common shares, warrants, rights, subscriptions receipts, preferred shares, debt securities and/or units in one or more offerings. On June 13, 2025, we filed with the SEC a Prospectus Supplement to our Shelf Registration Statement, qualifying for distribution up to $300.00 million in additional Common Shares under the ATM (“June 2025 Prospectus Supplement”). Sales made pursuant to the above summarized U.S. shelf registration statements and prospectus supplements are made on the NYSE American at then-prevailing market prices, or any other existing trading market of the Common Shares in the U.S. During the three months ended June 30, 2026, the Company issued 5.33 million Common Shares for net proceeds of $100.31 million under the ATM. During the six months ended June 30, 2026, the Company issued 8.38 million Common Shares for net proceeds of $153.07 million under the ATM. As a result of these issuances, the Company fully depleted its June 2025 Prospectus Supplement.
Conditional Financing Commitment
On June 18, 2026, the Company received a conditional $725 million financing commitment from the OSC (the “Conditional OSC Financing”). Under a commitment agreement that is subject to further due diligence, finalization of agreements, customary closing conditions, and approvals, the OSC would extend to Energy Fuels a $725 million loan with a tenor of 20 years to support the planned expansion of the Company’s critical minerals processing capabilities at its White Mesa Mill in Utah as well as a planned rare earth metals and alloys facility to be constructed in the United States.
Working Capital and Future Requirements for Funds
As of June 30, 2026, the Company had working capital of $996.01 million, including $58.42 million in cash and cash equivalents, $878.34 million of marketable securities, approximately 1,640,000 pounds of uranium finished goods inventory and approximately 905,000 pounds of vanadium finished goods inventory. The Company believes it has sufficient cash and resources to carry out its business plan for at least the next twelve months.
The Company manages liquidity risk through the management of its working capital and its capital structure.
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Cash and Cash Flows
The following table summarizes our cash flows (in thousands):
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash used in operating activities | $ | (17,750) | $ | (44,773) | |||||||
| Net cash used in investing activities | (133,323) | (75,217) | |||||||||
| Net cash provided by financing activities | 144,185 | 152,131 | |||||||||
| Effect of exchange rate fluctuations on cash held in foreign currencies | 946 | 1,098 | |||||||||
| Net change in cash, cash equivalents and restricted cash | (5,942) | 33,239 | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 87,204 | 58,605 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 81,262 | $ | 91,844 | |||||||
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Net cash used in operating activities
Net cash used in operating activities decreased by $27.02 million to $17.75 million for the six months ended June 30, 2026 from $44.77 million for the six months ended June 30, 2025. The decrease was primarily due to higher cash receipts from uranium sales during the six months ended June 30, 2026, and lower cash outflows to settle asset retirement obligations due to decreased reclamation activity.
Net cash used in investing activities
Net cash used in investing activities increased by $58.10 million to $133.32 million for the six months ended June 30, 2026 from $75.22 million for the six months ended June 30, 2025. The increase between periods was primarily due to higher net cash outflows from purchases and maturities of marketable securities of $45.98 million, increased additions of $6.18 million to property, plant, equipment and mineral properties, and increased contributions to the Donald Project JV of $2.82 million, partially offset by lower proceeds from asset sales of $3.13 million.
Net cash provided by financing activities
Net cash provided by financing activities decreased by $7.95 million to $144.19 million for the six months ended June 30, 2026 from $152.13 million for the six months ended June 30, 2025 primarily due to an increase of $6.67 million to fund employee income tax withholdings upon vesting of RSUs and exercises stock appreciation rights, partially offset by higher net proceeds of $1.20 million for Common Shares issued for cash under the ATM and $2.55 million received for the exercise of stock options.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our financial statements. We provide expanded discussion of our more significant accounting policies, estimates and judgments in the Annual Report on Form 10-K for the year ended December 31, 2025. We believe these accounting policies reflect our more significant estimates and assumptions used in preparation of our financial statements.
Off Balance Sheet Arrangements
See Note 15 — Commitments and Contingencies to the unaudited condensed consolidated financial statements for further information on off balance sheet arrangements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to risks associated with commodity prices, interest rates and credit. Commodity price risk is defined as the potential loss that we may incur as a result of changes in the market value of uranium, vanadium, REEs, HMC and HMS products. Interest rate risk results from our debt and equity instruments that we issue to provide financing and liquidity for our business. Credit risk arises from the extension of credit throughout all aspects of our business. Industry-wide risks can also affect our general ability to finance exploration, and development of exploitable resources; such effects are not predictable or quantifiable. Market risk is the risk to the Company of adverse financial impact due to changes in the fair value or future cash flows of financial instruments as a result of fluctuations in interest rates and foreign currency exchange rates.
Commodity Price Risk
Our profitability is directly related to the market price of uranium, vanadium, REEs, HMC and HMS products 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 term contracts for future sales of uranium, vanadium, separated NdPr, REE oxides or other REE products or HMC or HMS products at prices or in quantities that would allow us to successfully manage our exposure to price fluctuations.
Interest Rate Risk
The Company is exposed to interest rate risk on its cash equivalents, deposits, and restricted cash. The Company does not use derivatives to manage interest rate risk. Our interest income is earned in U.S. dollars and is not subject to currency risk.
Currency Risk
The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates. As the U.S. Dollar is the functional currency of our U.S. operations, the currency risk has been reduced. We maintain a nominal balance in Canadian dollars, Australian dollars, Kenyan Shillings, Malagasy Ariary and Brazilian Real, resulting in a low currency risk relative to our cash and cash equivalent balances. We also hold marketable equity securities in Canadian dollars.
The following table summarizes, in U.S. dollar equivalents, the Company’s major foreign currency (identified above) exposures as of June 30, 2026 (in thousands):
| Cash and cash equivalents | $ | 6,269 | |||
The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to our financial instruments as of June 30, 2026, with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variables that were reasonably possible at that date (in thousands).
| Change for Sensitivity Analysis | Increase (Decrease) in Comprehensive Income | |||||||
| Strengthening net earnings | +1% change in U.S. dollar / major foreign currency | $ | 63 | |||||
| Weakening net earnings | -1% change in U.S. dollar / major foreign currency | $ | (63) | |||||
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Credit Risk
Credit risk relates to cash and cash equivalents, trade, and other receivables that arise from the possibility that any counterparty to an instrument fails to perform. The Company primarily transacts with highly rated counterparties, and a limit on contingent exposure has been established for any counterparty based on that counterparty’s credit rating. As of June 30, 2026, the Company’s maximum exposure to credit risk was the carrying value of cash and cash equivalents, trade and note receivables and marketable debt securities.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and to ensure that material information required to be disclosed is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding disclosure. The Chief Executive Officer and the Chief Financial Officer, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of June 30, 2026, and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date as was disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Changes in Internal Control Over Financial Reporting
During the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as amended). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in its reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There have been no other changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
We are not aware of any material pending or threatened litigation or of any proceedings known to be contemplated by governmental authorities that are, or would be, likely to have a material adverse effect upon us or our operations, taken as a whole, that was not disclosed in the Company’s Form 10-K for the year ended December 31, 2025 or in this Form 10-Q for the three and six months ended June 30, 2026.
ITEM 1A. RISK FACTORS.
Other than as set out below, as of the date of this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors from those disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 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.
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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.
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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
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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
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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
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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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURE.
The mine safety disclosures required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K are included in Exhibit 95.1 of this Quarterly Report, which is incorporated by reference into this Item 4.
ITEM 5. OTHER INFORMATION.
During the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted terminated
ITEM 6. EXHIBITS.
Exhibits
The following exhibits are filed as part of this report:
| Exhibit | |||||
| Number | Description | ||||
| 2.1 | |||||
| 3.1 | |||||
| 3.2 | |||||
| 3.3 | |||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 4.4 | |||||
| 10.1 | |||||
| 10.2 | |||||
| 10.3 | |||||
| 10.4 | |||||
| 10.5 | |||||
| 10.6 | |||||
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| 10.7 | |||||
| 10.8 | |||||
| 10.9 | |||||
| 10.10 | |||||
| 10.11 | |||||
| 23.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 95.1 | |||||
| 101.INS | XBRL Instance Document | ||||
| 101.SCH | XBRL Taxonomy Extension – Schema | ||||
| 101.CAL | XBRL Taxonomy Extension – Calculations | ||||
| 101.DEF | XBRL Taxonomy Extension – Definitions | ||||
| 101.LAB | XBRL Taxonomy Extension – Labels | ||||
| 101.PRE | XBRL Taxonomy Extension – Presentations | ||||
| (1) | Incorporated by reference to Exhibit 2.1 of Energy Fuels Inc.’s Form 8-K filed with the SEC on June 26, 2026. | ||||
| (2) | Incorporated by reference to Exhibit 3.1 of Energy Fuels’ Form F-4 filed with the SEC on May 8, 2015. | ||||
| (3) | Incorporated by reference to Exhibit 3.2 of Energy Fuels’ Form F-4 filed with the SEC on May 8, 2015. | ||||
| (4) | Incorporated by reference to Exhibit 3.3 of Energy Fuels’ Form F-4 filed with the SEC on May 8, 2015. | ||||
| (5) | Incorporated by reference to Exhibit 4.1 of Energy Fuels’ Form 8-K filed with the SEC on June 14, 2024. | ||||
| (6) | Incorporated by reference to Appendix A of Energy Fuels’ Schedule 14A filed with the SEC on April 23, 2025. | ||||
| (7) | Incorporated by reference to Exhibit 4.1 to Energy Fuels’ Form 8-K/A filed with the SEC on February 10, 2026. | ||||
| (8) | Incorporated by reference to Exhibit 4.2 to Energy Fuels’ Form 8-K/A filed with the SEC on February 10, 2026. | ||||
| (9) | Incorporated by reference to Exhibit 1.1 to Energy Fuels’ Form 8-K filed with the SEC on June 13, 2025. | ||||
| (10) | Incorporated by reference to Exhibit 10.2 to Energy Fuels’ Form 8-K filed with the SEC on April 22, 2024. | ||||
| (11) | Incorporated by reference to Exhibit 10.1 to Energy Fuels’ Form 8-K filed with the SEC on July 22, 2025. | ||||
| (12) | Incorporated by reference to Exhibit 10.5 to Energy Fuels’ Form 10-Q filed with the SEC on May 6, 2026. | ||||
| (13) | Incorporated by reference to Exhibit 10.1 to Energy Fuels’ Form 8-K filed with the SEC on October 6, 2025. | ||||
| (14) | Incorporated by reference to Exhibit 10.2 to Energy Fuels’ Form 8-K filed with the SEC on October 6, 2025. | ||||
| (15) | Incorporated by reference to Exhibit 10.14 of Energy Fuels Inc.’s Form 10-K/A filed with the SEC on June 28, 2024. | ||||
| (16) | Incorporated by reference to Exhibit 10.1 of Energy Fuels Inc.’s Form 8-K filed with the SEC on July 28, 2026. | ||||
| (17) | Incorporated by reference to Exhibit 10.3 of Energy Fuels Inc.’s Form 8-K filed with the SEC on June 26, 2026. | ||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ENERGY FUELS INC.
(Registrant)
| Dated: August 5, 2026 | By: | /s/ Ross R. Bhappu | ||||||
| Ross R. Bhappu | ||||||||
| President and Chief Executive Officer | ||||||||
| Dated: August 5, 2026 | By: | /s/ Nathan R. Bennett | ||||||
| Nathan R. Bennett | ||||||||
| Chief Financial Officer | ||||||||
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EXHIBIT 10.3
AMENDMENT NO. 1 TO LONGENECKER EMPLOYMENT AGREEMENT
This Amendment No. 1 (this “Amendment”) to that certain Employment Agreement dated August 9, 2024 (the “Agreement”) is entered into as of May 10, 2026 (the “Amendment Effective Date”) by and between Energy Fuels Resources (USA) Inc. and Energy Fuels Inc. (collectively, the “Company”) and Nathan Longenecker (the “Employee”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
1. Purpose of Amendment
Employee and Company entered into the Agreement on August 9, 2024 in conjunction with Employee’s employment as the Company’s Senior Vice President and General Counsel. By letter dated May 13, 2026, the Company offered Employee a promotion to the role of Chief Legal Officer and EVP, Global Government Relations, which was accepted by Employee on May 15, 2026 (the “Offer Letter”).
Employee and Company desire to enter into this Amendment to reflect Employee’s promotion and to revise certain terms of his employment, including title, reporting structure, and compensation, consistent with the Offer Letter.
Except as expressly modified herein, the Agreement remains in full force and effect.
2. Title and Duties
Employee’s title is amended to “Chief Legal Officer & Executive Vice President, Global Government Relations.” All references in the Agreement to “Senior Vice President and General Counsel” shall be deemed replaced with the foregoing title.
Employee shall report directly to the President & Chief Executive Officer.
Exhibit A (Job Description) to the Agreement is replaced with the Revised Job Description attached hereto as Attachment A, which is incorporated into this Amendment by reference.
3. Base Salary
The first sentence of Section 2.1(a) of the Agreement is hereby amended and restated as follows:
A base salary (“Base Salary”) of $448,305 per annum, less applicable withholdings, which shall be paid in accordance with the Company’s standard payroll practices.
All other provisions set forth in Section 2.1(a) remain unchanged.
4. Annual Cash Bonus (STIP)
The first sentence of Section 2.1(b) of the Agreement is hereby amended and restated as follows:
A cash bonus opportunity (the “Cash Bonus”) during each calendar year with a target (the “Target Cash Bonus”) equal to seventy percent (70%) (the “Target Cash Bonus Percentage”) for the year in which the Cash Bonus is paid, such cash bonus to be paid in accordance with the Company’s existing Short Term Incentive Plan, as such plan may be amended of replaced from time to time, or the equivalent (the “STIP”).
EXHIBIT 10.3
All other provisions set forth in Section 2.1(b) remain unchanged.
5. Equity Compensation (LTIP)
The first sentence of Section 2.1(c) of the Agreement is hereby amended and restated as follows:
An equity award opportunity (the “Equity Award”) during each calendar year with a target value (the “Target Equity Award”) equal to one hundred percent (100%) (the “Target Equity Award Percentage”) of Employee’s Base Salary for the year in which the award is granted, such equity award to be awarded in accordance with the Company’s existing Long Term Incentive Plan, as such plan may be amended or replaced from time to time, or the equivalent (the “LTIP”).
All other provisions set forth in Section 2.1(c) remain unchanged.
6. Benefits
Except as expressly set forth herein, Employee’s existing Company benefits (whether or not provided for in the Agreement) remain unchanged.
7. No Other Changes
Except as expressly amended by this Amendment, all terms and conditions of the Agreement (including, without limitation, provisions relating to term, termination, severance, Change of Control, restrictive covenants, and dispute resolution) remain unchanged and in full force and effect.
8. Entire Agreement; Conflicts
This Amendment and the Agreement together constitute the entire agreement of the parties with respect to the subject matter hereof. In the event of a conflict between this Amendment and the Agreement, this Amendment shall control.
9. Counterparts
This Amendment may be executed in counterparts and by electronic signature, each of which shall be deemed an original.
[Remainder of Page Intentionally Left Blank]
EXHIBIT 10.3
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.
ENERGY FUELS INC. | |||||
By: | /s/ Ross R. Bhappu | ||||
Name: | Ross R. Bhappu | ||||
Title: | President & CEO | ||||
ENERGY FUELS RESOURCES (USA) INC. | |||||
By: | /s/ Ross R. Bhappu | ||||
Name: | Ross R. Bhappu | ||||
Title: | President & CEO | ||||
EMPLOYEE | |||||
/s/ Nathan M. Longenecker | |||||
Name: | Nathan M. Longenecker | ||||
EXHIBIT 10.3
ATTACHMENT A
REVISED JOB DESCRIPTION
Chief Legal Officer & Executive Vice President, Global Government Relations
The Chief Legal Officer & Executive Vice President, Global Government Relations (“CLO/EVP”) is the Company’s senior legal and government relations executive, responsible for overall leadership of legal, compliance, and government relations functions globally. The CLO/EVP serves as a key member of the executive leadership team and provides strategic counsel to the Chief Executive Officer, Board of Directors, and senior management.
The CLO/EVP reports directly to the President & Chief Executive Officer.
Core Responsibilities
1.Legal Leadership & Corporate Governance
•Serve as the principal legal advisor to the Company, the CEO, and the Board of Directors.
•Oversee all legal matters, including corporate, securities, finance, M&A, litigation, and commercial transactions.
•Lead all public company compliance, including disclosures, securities law compliance, and stock exchange requirements.
•Manage and oversee Company’s Corporate Secretary.
.
2. Strategic Transactions & Capital Markets
•Lead and oversee all mergers, acquisitions, joint ventures, and strategic investments.
•Advise on structuring, execution, risk allocation, and integration of transactions.
•Support financing activities, including equity offerings, debt financings, and strategic partnerships.
3. Regulatory, Permitting & Environmental
•Provide strategic oversight of regulatory compliance across all jurisdictions of operation.
•Advise on permitting strategy and regulatory engagement in coordination with operations and technical teams.
•Advise on environmental, licensing, and compliance matters affecting Company assets and growth initiatives.
4. Global Government Relations
•Lead the Company’s global government relations strategy, including engagement with federal, state and international government stakeholders.
•Oversee interactions with key regulatory agencies, policymakers, and industry bodies.
•Support advocacy efforts relating to critical minerals, energy policy, trade, and international investment.
5. Litigation & Dispute Resolution
•Oversee all litigation, arbitration, and regulatory enforcement matters.
EXHIBIT 10.3
•Set litigation strategy, manage external counsel, and control legal spend.
•Advise senior leadership on material disputes and risk exposure.
6. Leadership & Organization
•Lead and develop the Company’s legal, compliance, and government relations teams.
•Manage external advisors, including law firms, consultants, and government relations firms.
•Establish organizational structures, processes, and governance to support global operations.
7. Executive Leadership
•Serve as a member of the executive leadership team and contribute to Company-wide strategy and decision-making.
•Provide strategic input on business initiatives, capital allocation, and long-term growth.
•Support stakeholder engagement, including investors, partners, and governmental entities.
Key Accountabilities
•Effective legal risk management and protection of Company interests.
•Successful execution of strategic transactions and regulatory initiatives.
•Strong government and regulatory relationships supporting Company objectives.
•High-functioning legal and compliance organization aligned with business priorities.
Performance is to be based on Performance Goals set under the Company’s STIP and LTIP, which will be evaluated once per year.
EXHIBIT 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is dated as of May 10th, 2026 (the “Effective Date”) by and between Energy Fuels Resources (USA) Inc., a Delaware corporation (“EFRI”), Energy Fuels Inc., an Ontario corporation (“EFI”) (EFRI and EFI are collectively referred to herein as the “Company”) and Oscar German (“Employee”). In this Agreement, Employee and the Company are referred to jointly and collectively as the “Parties,” and generally and singularly as a “Party.”
In consideration of the promises and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee hereby agree as follows:
ARTICLE 1
EMPLOYMENT, REPORTING AND DUTIES
EMPLOYMENT, REPORTING AND DUTIES
1.1. Employment. The Company hereby employs and engages the services of Employee to serve as Executive Vice President & Chief Human Resources Officer, and Employee agrees to diligently and competently serve as and perform the functions of Executive Vice President & Chief Human Resources Officer for the compensation and benefits stated herein. A copy of Employee’s current job description is attached hereto as Exhibit A, and Company and Employee agree and acknowledge that, subject to Section 4.2(b), Company retains the right to reasonably add to, or remove, duties and responsibilities set forth in that job description as business or other operating reasons may arise for changes to occur. It is understood that Employee will be appointed an officer of EFI and EFRI under this Agreement, but that Employee’s direct employment relationship will be as an employee of EFRI.
1.2. Fulltime Service. Excluding any periods of vacation and sick leave to which Employee may be entitled, Employee agrees to devote Employee’s full time and energies to the responsibilities with the Company and shall not, during the Term of this Agreement (defined in Article 3 below), be engaged in any business activity which would interfere with or prevent Employee from carrying out Employee’s duties under this Agreement.
ARTICLE 2
COMPENSATION AND RELATED ITEMS
COMPENSATION AND RELATED ITEMS
2.1. Compensation.
As compensation and consideration for the services to be rendered by Employee under this Agreement, the Company agrees to pay Employee and Employee agrees to accept:
(a) Base Salary and Benefits. A base salary (“Base Salary”) of $360,000 per annum, less applicable withholdings, which shall be paid in accordance with the Company’s standard payroll practices. Employee’s Base Salary may be increased from time to time (but not decreased, including after any increase, without Employee’s written consent), at the discretion of the Company, and after any such change, Employee’s new level of Base Salary shall be
Employee’s Base Salary for purposes of this Agreement until the effective date of any subsequent change. Employee shall also receive benefits such as health insurance, vacation and other benefits consistent with the then applicable Company benefit plans to the same extent as other employees of the Company with similar position or level. Employee understands and agrees that, subject to Sections 2.1(b) and (c) below, the Company’s benefit plans may, from time to time, be modified or eliminated at Company’s discretion.
(b) Cash Bonus. A cash bonus opportunity (the “Cash Bonus”) during each calendar year with a target (the “Target Cash Bonus”) equal to seventy percent (70%) (the “Target Cash Bonus Percentage”) of Employee’s Base Salary for the year in which the cash bonus is paid, such cash bonus to be paid in accordance with the Company’s existing Short Term Incentive Plan, as such plan may be amended or replaced from time to time, or the equivalent (the “STIP”). Pursuant to the terms of the STIP, each annual Cash Bonus shall be payable based on the achievement of performance goals and may be higher or lower than the Target Cash Bonus based on achievement of those goals. For each calendar year during the term of this Agreement, the Board (or the Compensation Committee) of EFI will determine and will establish in writing (i) the applicable STIP performance goals, which shall be reasonably achievable and if achieved would result in payment of the Target Cash Bonus, (ii) the percentage of annual Base Salary to be payable to Employee if some lesser or greater percentage of the annual STIP performance goals are achieved, and (iii) such other applicable terms and conditions of the STIP necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), as amended. When paying the Cash Bonus, the Company shall make applicable withholdings; and
(c) Equity Award. An equity award opportunity (the “Equity Award”) during each calendar year with a target value (the “Target Equity Award”) equal to one hundred percent (100%) (the “Target Equity Award Percentage”) of Employee’s Base Salary for the year in which the award is granted, such equity award to be awarded in accordance with the Company’s existing Long Term Incentive Plan, as such plan may be amended or replaced from time to time, or the equivalent (the “LTIP”). Pursuant to the terms of the LTIP, each annual equity award shall be made based on the achievement of performance goals and may be higher or lower than the Target Equity Award based on achievement of those goals. For each calendar year during the term of this Agreement, the Board (or the Compensation Committee) of EFI will determine and will establish in writing (i) the applicable LTIP performance goals, which shall be reasonably achievable and if achieved would result in payment of the Target Equity Award, (ii) the percentage of annual Base Salary value to be awarded in equity to Employee if some lesser or greater percentage of the annual LTIP performance goals are achieved, and (iii) such other applicable terms and conditions of the LTIP necessary to satisfy the requirements of Section 409A. Notwithstanding the foregoing, Employee is also eligible to receive such other forms of equity awards as may be granted, from time to time, pursuant to the Company’s benefit plans.
2.2. Annual Medical. The Company will reimburse Employee for the cost of a comprehensive annual medical examination for each year of this Agreement, provided that Employee requests such reimbursement and such reimbursement is made no later than the last
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day of the calendar year following the calendar year in which the examination expense was incurred.
2.3. Expenses. The Company agrees that Employee shall be allowed reasonable and necessary business expenses in connection with the performance of Employee’s duties within the guidelines established by the Company as in effect at any time with respect to key employees (“Business Expenses”), including, but not limited to, reasonable and necessary expenses for food, travel, lodging, entertainment and other items in the promotion of the Company within such guidelines. The Company shall promptly reimburse Employee for all reasonable Business Expenses incurred by Employee upon Employee’s presentation to the Company of an itemized account thereof, together with receipts, vouchers, or other supporting documentation.
2.4. Vacation. Employee will be entitled to five (5) weeks of paid vacation each year (which includes all sick leave), in addition to the 10 paid holidays each year. Carryover from one year to the next will be as per the Company’s paid leave policy and applicable law.
2.5. Relocation Allowance. The Company will reimburse all Employee's reasonable documented direct costs of relocating from his current residence in Cypress, TX to Denver, CO metro area (within a reasonable commute to the Lakewood office) up to a maximum amount of $85,000, provided such relocation occurs within two years after the Effective Date of this Agreement. This would include the costs associated with the sale of Employee's residence in Cypress, TX (i.e., reasonable realtor commissions and legal, documentation, filing and loan origination fees associated therewith), cost of moving personal possessions and family members, and a lump sum payment to cover estimated U.S. income taxes payable on the relocation costs paid to Employee, up to a total amount not to exceed $85,000.
ARTICLE 3
TERM AND TERMINATION
TERM AND TERMINATION
3.1. Term. Employee’s employment under this Agreement shall commence on the Effective Date and will end on the date (the “Initial Expiration Date”) that is the second anniversary of the Effective Date, unless terminated sooner under the provisions of this Article, or extended under the terms of this Section. If neither Company nor Employee provides written notice of intent not to renew this Agreement by ninety (90) days prior to the Initial Expiration Date, this Agreement shall be automatically renewed for twelve (12) additional months, and if neither Company nor Employee provides written notice of intent not to renew this Agreement prior to ninety (90) days before the end of such additional 12-month period, this Agreement shall continue to be automatically renewed for successive additional 12-month periods until such time either Company or Employee provides written notice of intent not to renew prior to ninety (90) days before the end of any such renewal period. The period of time beginning on the Effective Date and ending with the termination of this Agreement is referred to in this Agreement as the “Term” of the Agreement.
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3.2. Termination of Employment. Except as may otherwise be provided herein, Employee’s employment under this Agreement will terminate upon the occurrence of any of the following:
(a) Notice by the Company. The termination date specified in a written notice of termination that is given by the Company to Employee;
(b) Notice by Employee. Thirty (30) days after written notice of termination is given by Employee to the Company;
(c) Death or Disability. Employee’s death or, at the Company’s option, upon Employee’s becoming Disabled as that term is defined in this Agreement;
(d) Deemed Termination Without Just Cause upon a Change of Control. A deemed termination without just cause under Section 4.1(a) upon the occurrence of a Change of Control; or
(e) Notice Not to Renew. If the Company or Employee gives the other a notice not to renew this Agreement under Section 3.1, employment under this Agreement shall terminate at the close of business at the end of the Initial Expiration Date or at the end of the 12-month renewal period in which timely notice not to renew was given, as the case may be. A notice by the Company not to renew shall be considered a notice of termination, resulting in the Company terminating Employee’s employment under this Agreement.
Any notice of termination given by the Company to Employee under Section 3.2(a) or (e) above shall specify whether such termination is with or without just cause as defined in Section 3.4. Any notice of termination given by Employee to the Company under Section 3.2(b) above shall specify whether such termination is made with or without Good Reason as defined in Section 4.2(b).
3.3. Obligations of the Company Upon Termination.
(a) With Just Cause/Without Good Reason. If the Company terminates Employee’s employment under this Agreement with Just Cause as defined in Section 3.4, or if Employee terminates his employment without Good Reason as defined in Section 4.2(b), in either case whether before or after a Change of Control or in the absence of any Change in Control as defined in Section 4.2(a), then Employee’s employment with the Company shall terminate without further obligation by the Company to Employee, other than payment of all accrued obligations (“Accrued Obligations”), including outstanding Base Salary, accrued and unused vacation pay and any other cash benefits accrued up to and including the date of termination. That payment shall be made in one lump sum, less required withholdings, within ten (10) working days after the effective date of such termination. Employee will have up to the earlier of: (A) ninety (90) days from the effective date of termination of Employee’s employment; or (B) the date on which the exercise period of the particular stock option expires, to exercise only that portion of the stock options previously granted to Employee that have not been exercised, but which have vested, and thereafter Employee’s stock options will expire, and
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Employee will have no further right to exercise the stock options. Any stock options held by Employee that are not yet vested at the termination date immediately expire and are cancelled and forfeited to the Company on the termination date. Any RSUs held by Employee that have vested on or before the termination date shall be paid (or the shares issuable thereunder issued) to Employee. Any RSUs held by Employee that are not vested on or before the termination date will be immediately cancelled and forfeited to the Company on the termination date. The rights of Employee upon termination in respect of any Stock Appreciation Rights (“SARs”) or other awards granted to Employee under any of the Company’s equity compensation plans shall be as set forth in such plans or in the award agreement for any such awards, as applicable. Notwithstanding the foregoing, on retirement, Employee will have up to the earlier of: (A) one hundred and eighty (180) days from the effective date of retirement; or (B) the date on which the exercise period of the particular stock option expires, to exercise only that portion of the stock options previously granted to Employee that have not been exercised, but which have vested, and thereafter Employee’s stock options will expire and Employee will have no further right to exercise the stock options.
(b) With Good Reason/Without Just Cause/Disabled/Death. If Employee terminates Employee’s employment under this Agreement for Good Reason as defined in Section 4.2(b), or if the Company terminates Employee’s employment without Just Cause as defined in Section 3.4, or if the Company terminates Employee’s employment by reason of Employee becoming Disabled as defined in Section 3.5, or if Employee dies (in which case the date of Employee’s death shall be considered his date of termination of the Agreement), in any case whether before or after a Change of Control as defined in Section 4.2(a), or if there is a deemed termination without just cause upon a Change of Control or in the absence of any Change of Control as contemplated by Section 4.1(a), then Employee’s employment with the Company shall terminate, as of the effective date of the termination, and in lieu of any other severance benefit that would otherwise be payable to Employee:
(i) the Company shall pay the following amounts to Employee (or, in the case of termination by reason of Employee becoming Disabled or upon the death of Employee, to Employee’s legal representative or estate, as applicable) after the effective date of such termination or in a manner and at such later time as specified by Employee (or Employee’s legal representative or estate), and agreed to by the Company, subject to being in compliance with Section 409A:
(A) all Accrued Obligations, less required withholdings, up to and including the date of termination, to be paid on the date of termination of employment, or within no more than five (5) working days thereafter, and the Company will reimburse the Employee for all proper expenses incurred by the Employee in discharging his responsibilities to the Company prior to the effective date of termination of the Employee’s employment in accordance with Section 2.3 above (except that, in the event that the termination of employment under this Agreement results from Employee’s death, the Company shall pay all Accrued Obligations
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and reimbursements for business expenses on or before the payday scheduled for the pay period in which Employee died); and
(B) an amount in cash equal to two (2) (the “Severance Factor”) times the sum of Employee’s Base Salary and Target Cash Bonus for the full year in which the date of termination occurs, less required withholdings, such amount to be paid within thirty (30) calendar days after the date Employee (or, if the reason for the termination is Employee’s death or Disability, the legal representative of Employee’s estate or Employee) signs the Release contemplated by Section 3.7;
(ii) Employee or Employee’s legal representative, or Employee’s estate, will have up to the earlier of: (A) ninety (90) days from the effective date of termination of Employee’s employment for all cases other than the death of Employee and twelve (12) months from the effective date of termination of Employee’s employment in the case of death of Employee; or (B) the date on which the exercise period of the particular stock option expires, to exercise only that portion of the stock options previously granted to Employee that have not been exercised, but which have vested, and thereafter Employee’s stock options will expire and Employee or his legal representative or estate will have no further right to exercise the stock options. Subject to Section 4.1(c), any stock options held by Employee that are not yet vested at the termination date immediately expire and are cancelled and forfeited to the Company on the termination date. Any RSUs held by Employee that have vested on or before the termination date shall be paid (or the shares issuable thereunder issued) to Employee or his legal representative or estate as applicable. Subject to Section 4.1(c), any RSUs held by Employee that are not vested on or before the termination date will be immediately cancelled and forfeited to the Company on the termination date. Subject to Section 4.1(c), the rights of Employee or his legal representative or estate as applicable upon termination in respect of any SARs or other awards granted to Employee under any of the Company’s equity compensation plans shall be as set forth in such plans or in the award agreement for any such awards, as applicable;
(iii) Upon termination, Employee and Employee’s dependents may be eligible for continuation coverage of health insurance under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”). The Company (or its Successor, as defined in Section 4.1(a)) agrees to reimburse Employee for the full cost of the COBRA continuation rate charged for employee and dependent coverage, through the EFRI Health and Welfare Plan on a monthly basis, for a period of months equal to twelve (12) times the Severance Factor (the “Coverage Period”). Employee and his dependents may, at their choosing, enroll in the COBRA continuation plan through EFRI for the period of time permitted under COBRA following Employee’s termination month or, if they choose, they may enroll in a separate plan of their choosing, by using the reimbursement to enroll in
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medical and prescription insurance of their choosing. The reimbursement will be to Employee directly and will be grossed up so that there is no negative tax impact to the Employee or his dependents for coverage of the premiums charged by the insurance carriers for the COBRA continuation coverage for the current month of reimbursement. The reimbursed cost of COBRA coverage will be indexed annually and will match the rate charged for any month of coverage available by the insurance carrier for Medical, Dental, and Optical coverage through EFRI for employee and spouse coverage. Both Employee and his dependents will have the option of purchasing a medical plan separate from the plan offered by EFRI. For the avoidance of doubt, if Employee’s employment ends after Employee becomes eligible for Medicare and Employee elects coverage through Medicare, Employee’s dependents may still elect COBRA coverage through EFRI’s plans for the period and in the manner permitted under COBRA, provided that COBRA, as then amended, permits such continuation; and
(iv) Nothing herein shall preclude the Company from granting additional severance benefits to Employee upon termination of employment.
Notwithstanding the foregoing, in the case of Disability, any Base Salary payable to Employee during the one hundred and eighty (180) day period of disability will be reduced by the amount of any disability benefits Employee receives or is entitled to receive as a result of any disability insurance policies for which the Company has paid the premiums.
(c) Section 280G. Notwithstanding any other provisions of this Agreement, or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to Employee or for Employee’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and would, but for this Section 3.3(c) be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the following shall apply:
(i) If the Covered Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the federal, state, and local income and employment taxes payable by Employee on the amount of the Covered Payments which are in excess of three times Employee’s “base amount” within the meaning of Section 280(G) of the Code less one dollar (the “Threshold Amount”), are greater than or equal to the Threshold Amount, Employee shall be entitled to the full benefits payable under this Agreement; and
(ii) If the Threshold Amount is less than (1) the Covered Payments, but greater than (2) the Covered Payments reduced by the sum of (x) the Excise Tax and (y) the total of the Federal, state, and local income and employment taxes on the amount of the Covered Payments which are in excess of the Threshold Amount, then the Covered Payments shall be reduced (but not below zero) to the
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extent necessary so that the sum of all Covered Payments shall not exceed the Threshold Amount. In such event, the Covered Payments shall be reduced in the following order: (A) cash payments not subject to Section 409A; (B) cash payments subject to Section 409A; (C) equity-based payments and acceleration; and (D) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.
The determination as to which of the alternative provisions of Section 3.3(c)(ii) shall apply to Employee shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the date of termination, if applicable, or at such earlier time as is reasonably requested by the Company or Employee. For purposes of determining which of the alternative provisions of Section 3.3(c)(ii) shall apply, Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Employee’s residence on the date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and Employee.
3.4. Definition of Just Cause. As used in this Agreement, the term “Just Cause” will mean any one or more of the following events:
(a) theft, fraud, dishonesty, or misappropriation by Employee involving the property, business or affairs of the Company or the discharge of Employee’s responsibilities or the exercise of his authority;
(b) willful misconduct or the willful failure by Employee to properly discharge his responsibilities or to adhere to the policies of the Company;
(c) Employee’s gross negligence in the discharge of his responsibilities or involving the property, business or affairs of the Company to the material detriment of the Company;
(d) Employee’s conviction of a criminal or other statutory offence that constitutes a felony, or which has a potential sentence of imprisonment greater than six (6) months or Employee’s conviction of a criminal or other statutory offense involving, in the sole discretion of the Board of Directors of EFI, moral turpitude;
(e) Employee’s material breach of a fiduciary duty owed to the Company;
(f) any material breach by Employee of the covenants contained in the Confidentiality and Non-Solicitation Agreement between Employee and Energy Fuels Resources (USA) Inc. or Employee’s failure to enter into a Confidentiality and Non-Solicitation Agreement as required by and within the time provided in Article 5 below;
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(g) Employee’s unreasonable refusal to follow the lawful written direction of the President and Chief Executive Officer of the Company on any material matter;
(h) any conduct of Employee which, in the reasonable opinion of the President and Chief Executive Officer of the Company or Board of Directors of EFI, is materially detrimental or embarrassing to the Company; or
(i) any other conduct by Employee that would constitute “just cause” as that term is defined at law.
Except to the extent explicitly provided in Section 5.1, the Company must provide written notice to Employee prior to termination for just cause pursuant to Section 3.4 (c), (f), (g), (h), or (i) and provide Employee the opportunity to correct and cure the failure within thirty (30) calendar days from the receipt of such notice. If the parties disagree as to whether the Company had just cause to terminate the Employee’s employment, the dispute will be submitted to binding arbitration pursuant to Section 6.10 below.
3.5. Definition of Disabled. As used herein, “Disabled” shall mean a mental or physical impairment which, in the reasonable opinion of a qualified doctor selected by mutual agreement of the Company and Employee acting reasonably, renders Employee unable, with or without reasonable accommodation, to perform with reasonable diligence one or more of the essential functions and duties of Employee’s position on a full-time basis and in accordance with the terms of this Agreement, which inability continues for a period of not less than one hundred eighty (180) consecutive days. The providing of service to the Company for up to two (2) three (3) day periods during the one hundred eighty (180) day period of disability will not affect the determination as to whether Employee is Disabled and will not restart the one hundred and eighty (180) day period of disability. If any dispute arises between the parties as to whether Employee is Disabled, Employee will submit to an examination by a physician selected by the mutual agreement of the Company and Employee acting reasonably, at the Company’s expense. The decision of the physician will be certified in writing to the Company, will be sent by the physician to Employee or Employee’s legally authorized representative, and will be conclusive for the purposes of determining whether Employee is Disabled. If Employee fails to submit to a medical examination within twenty (20) days after the Company’s request, Employee will be deemed to have voluntarily terminated his employment without Good Reason under this Agreement.
3.6. Return of Materials; Confidential Information. In connection with Employee’s separation from employment for any reason, Employee shall return any and all physical property belonging to the Company, and all material of whatever type containing “Confidential Information” as defined in the Confidentiality and Non-Solicitation Agreement between Employee and Energy Fuels Resources (USA) Inc., including, but not limited to, any and all documents, whether in paper or electronic form, which contain Confidential Information, any customer information, production information, manufacturing-related information, pricing information, files, memoranda, reports, pass codes/access cards, training or other reference manuals, Company vehicle, telephone, gas cards or other Company credit cards, keys,
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computers, laptops, including any computer disks, software, facsimile machines, memory devices, printers, telephones, pagers or the like. Additionally, during employment and following separation from employment, Employee will cooperate with the Company by providing information known to Employee but not reduced to tangible record regarding the Company’s business and operations including, but not limited to, passwords, log-in credentials, and other Company information known to Employee and not reduced to a tangible record.
3.7. Delivery of Release. Within ten (10) working days after termination of Employee’s employment, and as a condition for receipt of payments set forth in Section 3.3(b)(i)(B), 3.3(b)(iii) and 4.1(a), the Company shall provide to Employee, or Employee’s legal representative (if Employee is Disabled and has a legal representative) or Employee’s estate (if Employee is deceased), a form of written release, which form shall be satisfactory to the Company and generally consistent with the form of release used by the Company prior to such termination of employment (the “Release”) and which shall provide a full release of all claims against the Company and its corporate affiliates, except where Employee has been named as a defendant in a legal action arising out of the performance of Employee’s responsibilities in which case the Release will exempt any claims which Employee or his legal representative or estate may have for indemnity by the Company with respect to any such legal action. As a condition to the obligation of the Company to make the payments provided for in such Sections Employee, or Employee’s legal representative (if Employee is Disabled and has a legal representative), or Employee’s estate (if Employee is deceased), shall execute and deliver the Release to the Company within the time periods provided for in said release.
ARTICLE 4
CHANGE OF CONTROL
CHANGE OF CONTROL
4.1. Effect of Change of Control. In the event of a Change of Control of EFI during the term of this Agreement, or any renewal of this Agreement the following provisions shall apply:
(a) If upon the Change of Control
(i) Employee is not retained by EFI or its successor (whether direct or indirect, by purchase of assets, merger, consolidation, exchange of securities, amalgamation, arrangement or otherwise) to all or substantially all of the business and/or assets of EFI (“Successor”) on the same terms and conditions as are set out in this Agreement and in circumstances that would not constitute Good Reason (where Good Reason is determined by reference to Employee’s employment status prior to the Change of Control and prior to any other event that could constitute Good Reason); and/or
(ii) any Successor does not, by agreement in form and substance satisfactory to Employee, expressly assume and agree to perform this Agreement in the same manner and to the same extent that EFI would be required to perform it if no such succession had taken place,
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then Employee’s employment under this Agreement shall be deemed to be terminated without Just Cause upon such Change of Control and shall be entitled to the compensation and all other rights specified in Article 3 in the same amount and on the same terms as if terminated without Just Cause under Section 3.2(b), subject to the additional rights set out in paragraph (c) below;
(b) All rights of Employee in this Agreement, including without limitation all rights to severance payments and other rights and benefits upon a termination with or without cause, with or without Good Reason, upon a Disability or upon death or retirement under Article 3 of this Agreement shall continue after a Change of Control in the same manner as before the Change of Control, subject to the additional rights set out in paragraph (c) below;
(c) if,
(i) there is a deemed termination without cause under Section 4.1(a); or
(ii) within twelve (12) months following the effective date of the Change of Control, EFI, or its Successor, terminates the employment of Employee without Just Cause or by reason of Disability, or Employee terminates his employment under this Agreement for Good Reason,
then, in addition to the other rights Employee has under this Agreement, and notwithstanding any other provision in this Agreement, all of the stock options previously granted to Employee that have neither vested nor expired will automatically vest and become immediately exercisable, any period of restriction and other restrictions imposed on all RSUs shall lapse, and all RSUs shall be immediately settled and payable (or the shares issuable thereunder issued), the rights of Employee or his legal representative or estate as applicable upon termination in respect of any SARs previously granted to Employee shall be as set forth in the award agreement for any such SARs, and all other securities awarded shall vest and/or accelerate in accordance with Article 15 of the 2024 EFI Omnibus Equity Incentive Compensation Plan, as amended from time to time, or the comparable provisions of any other equity incentive plan under which such securities may have been issued. Employee will have ninety (90) days from the effective date of the termination of Employee’s employment to exercise any stock options which had vested as of the effective date of termination and thereafter Employee’s stock options will expire and Employee will have no further right to exercise the stock options.
4.2. Definitions of Change of Control and Good Reason. For the purposes of this Agreement,
(a) “Change of Control” will mean the happening of any of the following events:
(i) any transaction at any time and by whatever means pursuant to which (A) EFI goes out of existence by any means, except for any corporate transaction or reorganization in which the proportionate voting power among holders of securities of the entity resulting from such corporate transaction or
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reorganization is substantially the same as the proportionate voting power of such holders of EFI voting securities immediately prior to such corporate transaction or reorganization or (B) any Person (as defined in the Securities Act (Ontario)) or any group of two or more Persons acting jointly or in concert (other than EFI, a wholly-owned Subsidiary of EFI, an employee benefit plan of EFI or of any of its wholly-owned Subsidiaries (as defined in the Securities Act (Ontario)), including the trustee of any such plan acting as trustee) hereafter acquires the direct or indirect “beneficial ownership” (as defined by the Business Corporations Act (Ontario)) of, or acquires the right to exercise control or direction over, securities of EFI representing 50% or more of EFI’s then issued and outstanding securities in any manner whatsoever, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of EFI with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;
(ii) the sale, assignment or other transfer of all or substantially all of the assets of EFI in one or a series of transactions, whether or not related, to a Person or any group of two or more Persons acting jointly or in concert, other than a wholly owned Subsidiary of EFI;
(iii) the dissolution or liquidation of EFI except in connection with the distribution of assets of EFI to one or more Persons which were wholly owned Subsidiaries of EFI immediately prior to such event;
(iv) the occurrence of a transaction requiring approval of EFI’s shareholders whereby EFI is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly owned Subsidiary of EFI);
(v) a majority of the members of the Board of Directors of EFI are replaced or changed as a result of or in connection with any: (A) take-over bid, consolidation, merger, exchange of securities, amalgamation, arrangement, capital reorganization or any other business combination or reorganization involving or relating to EFI; (B) sale, assignment or other transfer of all or substantially all of the assets of EFI in one or a series of transactions, or any purchase of assets; or (C) dissolution or liquidation of EFI;
(vi) during any two-year period, a majority of the members of the Board of Directors of EFI serving at the date of this Agreement is replaced by directors who are not nominated and approved by the Board of Directors of EFI;
(vii) an event set forth in (i), (ii), (iii), (iv), (v) or (vi) has occurred with respect to EFRI or any of its direct or indirect parent companies, in which case the term “EFI” in those paragraphs will be read to mean “EFRI or such parent company” and the phrases “wholly owned Subsidiary” and “wholly owned
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Subsidiaries” will be read to mean “Affiliate(s) or wholly owned Subsidiary(ies)”; or
(viii) the Board of Directors of EFI passes a resolution to the effect that an event set forth in (i), (ii), (iii), (iv), (v), (vi) or (vii) above has occurred.
(b) “Good Reason” means, without the written agreement of Employee, there is:
(i) a material reduction or diminution in the level of responsibility, or office of Employee, provided that before any claim of material reduction or diminution of responsibility may be relied upon by Employee, Employee must have provided written notice to Employee’s supervisor and EFI’s Board of Directors of the alleged material reduction or diminution of responsibility and have given EFI at least thirty (30) calendar days within which to cure the alleged material reduction or diminution of responsibility;
(ii) a reduction in the Employee’s Base Salary, Target Cash Bonus Percentage, Target Equity Award Percentage or rights to participate in the Company’s Stock Appreciation Rights Program; or
(iii) a proposed, forced relocation of Employee to another geographic location greater than fifty (50) miles from Employee’s office location at the time a move is requested.
ARTICLE 5
CONDITIONS
CONDITIONS
5.1. Confidentiality and Non-Solicitation Agreement. As a condition of this Agreement, Employee is required to execute the Confidentiality and Non-Solicitation Agreement that is attached hereto as Exhibit B. The Confidentiality and Non-Solicitation Agreement must be executed by Employee once, within five (5) days after Employee signs this Agreement. If Employee does not execute the Confidentiality and Non-Solicitation Agreement within this 5-day period, then this Agreement shall be null and void and Employee’s employment with the Company shall terminate and Employee shall be entitled to no separation payment or benefit under Article 3 of this Agreement (i.e., Employee’s separation from employment will be governed by Section 3.3(a)). For the avoidance of doubt, Employee is not required to execute the Confidentiality and Non-Solicitation Agreement as a condition of any renewal of this Agreement. Nothing in this Agreement is intended to or does limit the Company from requiring Employee to enter into agreements containing restrictive covenants, including confidential information, non-solicitation, and non-competition covenants, in the future.
5.2. Notice. Employee agrees and acknowledges that the Company provided Employee with notification of the requirement to sign the Confidentiality and Non-Solicitation Agreement before accepting the employment offered by the Company, and that notice included a copy of the Confidentiality and Non-Solicitation Agreement, a statement that the Confidentiality
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and Non-Solicitation Agreement could limit Employee’s options for employment in the future, and directed Employee to Articles 2 and 3 of the Confidentiality and Non-Solicitation Agreement, which contain the restrictive covenants. If Employee has not already done so, Employee is required to sign the notice regarding the Confidentiality and Non-Solicitation Agreement and, if Employee fails to do so, this Agreement shall be treated as null and void, Employee’s employment with the Company shall terminate and Employee shall be entitled to no separation payment or benefit under Article 3 of this Agreement (i.e., Employee’s separation from employment will be governed by Section 3.3(a)), and the Company shall be treated for all purposes as though the Company never offered Employee either this Agreement or the Confidentiality and Non-Solicitation Agreement.
ARTICLE 6
GENERAL PROVISIONS
GENERAL PROVISIONS
6.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to conflict of laws principles.
6.2. Assignability. This Agreement is personal to Employee and without the prior written consent of the Company shall not be assignable by Employee other than that Employee may assign Employee’s right to receive compensation under Article 2 and Article 3 after death by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Employee’s legal representatives and heirs. This Agreement shall also inure to the benefit of and be binding upon the Company and its successors and assigns.
6.3. Withholding. The Company may withhold from any amounts payable under this Agreement any amounts required by law or agreement, including without limitation, amounts authorized by Employee, federal, state and local taxes, garnishments and child support payments.
6.4. Entire Agreement; Amendment. Except as otherwise provided in this Agreement, this Agreement constitutes the entire agreement and understanding between Employee and the Company with respect to the subject matter hereof and, except as otherwise provided herein, supersedes any prior agreements or understandings, whether written or oral, with respect to the subject matter hereof, including without limitation all employment, severance or change of control agreements previously entered into between Employee and the Company. Except as may be otherwise provided herein, this Agreement may not be amended or modified except by subsequent written agreement executed by both parties hereto.
6.5. Section 409A. This Agreement is intended to comply with Section 409A to the extent Section 409A is applicable to this Agreement. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered by the Company in a manner consistent with such intention and to avoid the pre-distribution inclusion in income of amounts deferred under this Agreement and the imposition of any additional tax or interest with respect thereto. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any payment under this Agreement constitutes “nonqualified deferred compensation” under Section 409A, the following shall apply to the extent Section 409A is applicable to such payment:
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(a) Any payable that is triggered upon the Employee’s termination of employment shall be paid only if such termination of employment constitutes a “separation from service” under Section 409A; and
(b) All expenses or other reimbursements paid pursuant to this Agreement that are taxable income to Employee shall be paid no later than the end of the calendar year next following the calendar year in which Employee incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (a) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (c) such payment shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. For purposes of Section 409A, Employee’s right to receive installment payments of any severance amount, if applicable, shall be treated as a right to receive a series of separate and distinct payments.
In the event that Employee is deemed on the date of termination to be a “specified employee” as defined in Section 409A, then with regard to any payment or the provision of any benefit that is subject to Section 409A and is payable on account of a separation from service (as defined in Section 409A), such payment or benefit shall be delayed for until the earlier of (a) the first business day of the seventh (7th) calendar month following such termination of employment, or (b) Employee’s death. Any payments delayed by reason of the prior sentence shall be paid in a single lump sum, without interest thereon, on the date indicated by the previous sentence and any remaining payments due under this Agreement shall be paid as otherwise provided herein.
6.6. Multiple Counterparts; Electronic Signatures. This Agreement may be executed electronically or in pen-and-ink and in multiple counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same Agreement.
6.7. Notices. Any notices provided for in this Agreement shall be deemed delivered upon deposit in the United States mail, postage prepaid and marked for registered or certified mail, addressed to the Party to whom directed at the addresses set forth below or at such other addresses as may be substituted therefor by notice given hereunder. Notice given by any other means must be in writing and shall be deemed delivered only upon actual receipt.
If to the Company:
c/o Energy Fuels Resources (USA) Inc.
225 Union Blvd., Suite 600
Lakewood, CO 80228
Attn: Chief Executive Officer of Energy Fuels Inc.
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If to Employee:
832 S. Oak St.
Lakewood, CO 80228
Attn: Oscar German
6.8. Waiver. The waiver of any term or condition of this Agreement, or any breach thereof, shall not be deemed to constitute the waiver of the same or any other term or condition of this Agreement, or any breach thereof.
6.9. Severability. In the event any provision of this Agreement is found to be unenforceable or invalid, such provision shall be severable from this Agreement and shall not affect the enforceability or validity of any other provision of this Agreement. If any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other that would render the provision valid, then the provision shall have the construction that renders it valid.
6.10. Arbitration of Disputes. Except for disputes and controversies arising under Article 6 or involving equitable or injunctive relief, any dispute or controversy arising under or in connection with this Agreement shall be conducted in accordance with the Colorado Rules of Civil Procedure and, unless the parties mutually agree on an arbitrator shall be arbitrated by striking from a list of potential arbitrators provided by the Judicial Arbiter Group in Denver, Colorado. If the Parties are unable to agree on an arbitrator, the arbitrator will be selected from a list of seven (7) potential arbitrators provided by the Judicial Arbiter Group in Denver. The Company and Employee will flip a coin to determine who will make the first strike. The parties will then alternate striking from the list until there is one arbitrator remaining, who will be the selected arbitrator. Unless the parties otherwise agree and subject to the availability of the arbitrator, the arbitration will be heard within sixty (60) days following the appointment, and the decision of the arbitrator shall be binding on Employee and the Company and will not be subject to appeal. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.
6.11. Currency. Except as expressly provided in this Agreement, all amounts in this Agreement are stated and shall be paid in United States dollars ($US).
6.12. Company’s Maximum Obligations. The compensation set out in this Agreement represents the Company’s maximum obligations, and other than as set out herein, Employee will not be entitled to any other compensation, rights or benefits in connection with Employee’s employment or the termination of Employee’s employment.
6.13. Full Payment; No Mitigation Obligation. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be subject to any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Employee.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ENERGY FUELS INC.
ENERGY FUELS RESOURCES (USA) INC.
By: /s/ Ross Bhappu
Name: Ross Bhappu
Title: President & Chief Executive Officer
Date: 7/20/26
EMPLOYEE
/s/ Oscar German
Name: Oscar German
Title: Executive Vice President & Chief Human Resources Officer
Date: 7/20/2026
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EXHIBIT A
JOB DESCRIPTION
The CHRO partners with executive leadership and the Board of Directors to build a high-performing, safety-focused workforce capable of supporting mining, processing, exploration, corporate, and international operations. Employee shall be responsible for developing and leading human resources (“HR”) strategies that align with the company’s business objectives across international operations. This executive role oversees workforce planning, talent development, and organizational effectiveness while ensuring compliance with global and local labor regulations. Partnering closely with executive leadership, site-based teams, and international operations, Employee will drive a high-performance, inclusive culture, manage labor and union relations, and support business growth through people-centered solutions.
Essential duties and responsibilities include:
•Developing and implementing global HR strategies and initiatives aligned with the overall business strategy and continuing focus on growth and sustainability.
•Leading HR due diligence and workforce integration efforts during mergers, acquisitions and divestitures.
•Overseeing global workforce planning and the full employee life cycle across corporate, technical and mine site operations.
•Partnering with operational leaders to design and implement training, leadership development and succession planning programs.
•Ensuring compliance with global labor laws and regulations while mitigating legal and reputational risks.
•Negotiating medical/dental insurance and other benefits by reviewing the best options for employees, consulting with CEO regarding participant contribution.
•Responsible for overseeing the 401(k) plan: compliance, funding, procedures, enrollment meetings, committee meetings and participant questions and audit.
•Directing a process of organizational planning that evaluates structure, job design, and labor forecasting throughout the Company.
•Assisting area managers in recruiting professional staff and negotiating employment contracts.
•Establishing standard recruiting and placement practices and procedures.
•Creating HR policies and objectives for the entire Company.
•Overseeing the design and administration of competitive compensation and benefit programs that attract and retain top talent across different countries.
•Implementing and optimizing HR technologies and systems to improve efficiency and data accuracy.
•Leading organizational change initiatives including business transformations, workforce transitions and operational restructuring.
•Managing global mobility programs including relocation, immigration and expatriate assignments ensuring compliance and employee support throughout transitions.
Employee shall report to the CEO of the Company.
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This position will be located in the Lakewood, Colorado USA office with frequent domestic and international travel as required.
Performance is to be based on Board-approved Performance Goals in accordance with the Company’s STIP and LTIP, which will be evaluated once per year.
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EXHIBIT B
CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT
[Attached Hereto]
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Notice of Restrictive Covenant
Important! Please Read
Energy Fuels Resources (USA) Inc. and Energy Fuels Inc. (together, “Energy Fuels”) are providing you, Oscar German, with an Employment Agreement (the “Employment Agreement”), section 5.1 of which requires you to sign the Confidentiality and Non-Solicitation Agreement (the “Agreement”). Please review the Agreement carefully before you sign it. The Confidentiality Agreement contains restrictive covenants (which may be characterized as restrictions on future competition with Energy Fuels and its affiliates) that could limit your options for employment if you leave your employment with Energy Fuels. The restrictive covenants, which may limit your post-employment options for future employment, are contained in Article 2 and Article 3 of the Agreement, a copy of which is attached to this Notice along with a copy of the Employment Agreement.
Energy Fuels recommends that you read the entire Agreement before signing it. This Notice describes only some of the provisions of the Agreement.
As a condition of employment, you are required to sign the acknowledgement below.
______________________
I acknowledge that I received and read the Notice of Restrictive Covenant, which is in the language that my supervisor communicates with me about my job performance, and that I received a copy of the Confidentiality and Non-Solicitation Agreement when I was given this Notice.
/s/ Oscar German 07/20/2026
Signature Date
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CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT
This Confidentiality and Non-Solicitation Agreement is entered into between Energy Fuels Resources (USA) Inc., a Delaware corporation (“Employer”), and Oscar German (“Employee”), and is effective as of the date set forth below, when it was signed by both an authorized representative of Employer and by Employee. In this Confidentiality and Non-Solicitation Agreement, Employer and Energy Fuels Inc., an Ontario corporation, and each of their parent, subsidiary, and affiliated businesses are referred to collectively as “the Company.”
RECITALS
A. Employee and Employer have separately entered into an Employment Agreement, which is conditional based on Employee’s execution of this Confidentiality and Non-Solicitation Agreement.
B. In order for Employee to perform Employee’s duties for Employer under the Employment Agreement, it will be necessary for Employee to have access to Employer’s confidential, proprietary, and competitively sensitive information, some of which is trade secret information.
C. Employer and Employee therefore desire to enter into an agreement to protect the confidentiality of Employer’s confidential, proprietary, and competitively sensitive information, including without limitation its trade secrets.
AGREEMENT
In exchange for good and valuable consideration, the sufficiency of which Employee and Employer hereby acknowledge, Employee and Employer agree and covenant as follows:
ARTICLE 1
CONSIDERATION
CONSIDERATION
1.1. Condition of Employment. Employee enters into this Confidentiality and Non-Solicitation Agreement as a condition of the Employment Agreement and Employee’s employment under the Employment Agreement. Absent Employee’s agreement to this Confidentiality and Non-Solicitation Agreement, the Employment Agreement between Employer and Employee shall have no force and no effect and shall be treated as though it is void ab initio and Employer will not employ Employee. Although the Employment Agreement may periodically renew, this Confidentiality and Non-Solicitation Agreement does not automatically renew and need not be executed each time the Employment Agreement renews. Instead, Employee and Employer agree that the obligations set out in this Confidentiality and Non-Solicitation Agreement are perpetual or shall continue for the time expressly set forth in this Confidentiality and Non-Solicitation Agreement.
1.2. Access to Confidential and Trade Secret Information. In exchange for Employee’s promises and covenants contained in this Confidentiality and Non-Solicitation Agreement,
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Employer will provide Employee with the access to Employer’s Confidential Information (as defined below) that Employee needs to perform Employee’s duties for Employer.
ARTICLE 2
CONFIDENTIALITY
CONFIDENTIALITY
2.1. Position of Trust and Confidence. Employee acknowledges that in the course of discharging his responsibilities, he will occupy a position of trust and confidence with respect to the affairs and business of the Company and its customers and clients, and that he will have access to and be entrusted with detailed confidential information concerning the present and contemplated mining and exploration projects, prospects, and opportunities of the Company. Employee acknowledges that the disclosure of any such confidential information to the competitors of the Company or to the general public would be highly detrimental to the best interests of the Company. Employee further acknowledges and agrees that the right to maintain such detailed confidential information constitutes a proprietary right which the Company is entitled to protect.
2.2. Definition of Confidential Information. In this Agreement, “Confidential Information” means any information disclosed by or on behalf of the Company to Employee or developed by Employee in the performance of his responsibilities at any time before or after the execution of this Agreement, and includes any information, documents, or other materials (including, without limitation, any drawings, notes, data, reports, photographs, audio and/or video recordings, samples and the like) relating to the business or affairs of the Company or its respective customers, clients or suppliers that is confidential or proprietary whether or not such information:
(i) is reduced to writing;
(ii) was created or originated by an employee;
(iii) is designated or marked as “Confidential” or “Proprietary” or some other designation or marking; or
(iv) is a trade secret or contains trade secret information.
The Confidential Information includes, but is not limited to, the following categories of information relating to the Company:
(a) information concerning the present and contemplated mining, milling, processing and exploration projects, prospects and opportunities, including joint venture projects, of the Company;
(b) information concerning the application for permitting and eventual development or construction of the Company’s properties, the status of regulatory and environmental matters, the compliance status with respect to licenses, permits, laws and regulations, property and title matters and legal and litigation matters;
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(c) Information of a technical nature, such as specifications, designs, manufacturing and other processes, coding, software (including source code), program materials, documentation, reports, spreadsheets, diagrams, designs, manuals, memoranda, schematics, product models, services descriptions, business plans, instructions and other original written materials/works of authorship (in any format), discoveries, ideas or similar work product, whether or not complete, which is created, developed, and/or produced by Employee pursuant to this Agreement (collectively, the “Work Product”), including all patents, inventions, improvements, copyrights, trademarks, trade secrets, know-how, rights in data and other intellectual property rights (collectively “Intellectual Property Rights”) incorporated therein;
(d) financial and business information such as the Company’s business and strategic plans, earnings, assets, debts, prices, pricing structure, volume of purchases or sales, production, revenue and expense projections, historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, or other financial data whether related to the Company’s business generally, or to particular products, services, geographic areas, or time periods;
(e) supply and service information such as goods and services suppliers’ names or addresses, terms of supply or service contracts of particular transactions, or related information about potential suppliers to the extent that such information is not generally known to the public, and to the extent that the combination of suppliers or use of a particular supplier, although generally known or available, yields advantages to the Company, the details of which are not generally known;
(f) marketing information, such as details about ongoing or proposed marketing programs or agreements by or on behalf of the Company, sales forecasts or results of marketing efforts or information about impending transactions;
(g) personnel information relating to employees, contractors, or agents, such as personal histories, compensation or other terms of employment or engagement, actual or proposed promotions, hirings, resignations, disciplinary actions, terminations or reasons therefor, training methods, performance, or other employee information;
(h) customer information, such as any compilation of past, existing or prospective customer’s names, addresses, backgrounds, requirements, records of purchases and prices, proposals or agreements between customers and the Company, status of customer accounts or credit, or related information about actual or prospective customers;
(i) computer software of any type or form and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, float charts, coding sheets, and the like), source codes, object code and load modules, programming, program patches and system designs; and
(j) all information which becomes known to Employee as a result of Employee’s employment by the Company, which Employee acting reasonably, believes or ought
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to believe is confidential or proprietary information from its nature and from the circumstances surrounding its disclosure to Employee.
2.3. Exclusions. Confidential Information does not include Employee’s general knowledge, skill, or general expertise developed through work experience, or information provided to Employee through general training. Additionally, “Confidential Information” does not include information that the Employee can reasonably demonstrate:
(a) was public knowledge or in the public domain prior to receiving it from the Company, or thereafter becomes public knowledge or in the public domain through no breach of the obligations of confidentiality owed to the Company by Employee pursuant to this Agreement;
(b) was known by Employee prior to the disclosure or exposure of such information to Employee by the Company;
(c) was independently developed by Employee without any use of the Company’s Confidential Information; or
(d) was received in good faith from a third party who, to the best of the Employee’s knowledge, legally held it and transmitted it without breaching an obligation of confidentiality owed to the Company.
Finally, “Confidential Information” does not include any information that an authorized agent of the Company has given Employee written authorization to disclose publicly. Because the confidential nature of information may change over time, Employer encourages Employee to obtain clarification from Employer before disclosing to any third party any Company information that Employee knows was Confidential Information and that Employee believes is no longer Confidential Information.
2.4. Non-Disclosure. Employee, both during his employment and for a period of five (5) years after the termination of his employment irrespective of the time, manner or cause of termination, will:
(a) retain in confidence all of the Confidential Information;
(b) refrain from disclosing to any person including, but not limited to, customers and suppliers of the Company, any of the Confidential Information except for the purpose of carrying out Employee’s responsibilities with the Company;
(c) refrain from directly or indirectly using or attempting to use such Confidential Information in any way, except for the purpose of carrying out Employee’s responsibilities with the Company; and
(d) not retain any Confidential Information belonging to the Company after the earlier of the date Employee’s employment with the Employer ends or the Company requests that Employee return the Confidential Information.
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Employee shall deliver promptly to the Company, at the termination of Employee’s employment, or at any other time at the Company’s request, without retaining any copies, all documents and other material in Employee’s possession relating, directly or indirectly, to any Confidential Information. Additionally, Employee shall provide Employer with all passwords and similar information known to Employee that Employee used in the performance of Employee’s duties for Employer. To the extent that Employee was provided with access to the Company’s log-in credentials for third-party software during Employee’s employment, Employee agrees not to use those credentials or to change those credentials after Employee’s employment by Employer ends.
It is understood that should Employee be subject to subpoena or other legal process to seek the disclosure of such Confidential Information, Employee will advise the Company of such process and provide the Company with the necessary information to seek to protect the Confidential Information.
2.5. Whistleblower Laws. The foregoing obligations of confidentiality set out in this Article II are subject to applicable whistleblower laws, which protect Employee’s right to provide information to governmental and regulatory authorities, including communications with the U.S. Securities and Exchange Commission about possible securities law violations. Notwithstanding any other provision in this Agreement, Employee is not required to seek the Company’s permission or notify the Company of any communications made in compliance with applicable whistleblower laws, and the Company will not consider any such communications to violate this Agreement or any other agreement between Employer and the Company or any Company policy by which Employee is bound.
2.6. Defense of Trade Secrets. Pursuant to 18 U.S.C. § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
2.7. Reasonableness. Employee and Employer agree that the restrictions contained in this Article 2 are reasonable and necessary to protect the Company’s confidential business information.
ARTICLE 3
INTELLECTUAL PROPERTY RIGHTS
3.1. Ownership of Intellectual Property. Company is and shall be the sole and exclusive owner of all right, title and interest in and to all Work Product. Employee agrees that all Work Product is hereby deemed a “work made for hire” as defined in 17 U.S.C. § 101 for Company. If, for any reason, any of the Work Product does not constitute a “work made for hire,” Employee shall assign and does hereby irrevocably assign to Company, in each case
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without additional consideration, all right, title and interest in and to the Work Product, including all Intellectual Property Rights therein.
3.2. Copyrights; Assignment of Moral Rights. Any copyrights assigned under this Agreement include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). Employee hereby irrevocably waives, to the extent permitted by applicable law, any and all claims Employee may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Work Product.
3.3. Inventions. Employee shall make full and prompt disclosure to Company of any inventions or processes (“Inventions”), as such terms are defined in 35 U.S.C. § 100, made or conceived by Employee during his employment with the Company, alone or with others, whether or not such inventions or processes are patentable or protected as trade secrets and whether or not such inventions or processes are made or conceived during normal working hours or on the premises of Company. Employee hereby assigns to Company all of Employee’s right, title and interest in and to all Inventions to Company. Employee shall not disclose to any third party the nature or details of any Inventions without the prior written consent of Company.
3.4. Conveyance. Upon the request of Company, Employee shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Company to prosecute, register, perfect, record or enforce its rights in any Work Product or Inventions. In the event Company is unable, after reasonable effort, to obtain Employee’s signature on any such documents, Employee hereby irrevocably designates and appoints Company as Employee’s agent and attorney-in-fact, to act for and on Employee’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protected related to the Work Product and Inventions with the same legal force and effect as if Employee had executed them. Employee agrees that this power of attorney is coupled with an interest.
3.5. Employee’s Materials. To the extent any tools, code, know-how, processes or other intellectual property owned by Employee prior to the commencement of Employee’s employment with Company (the “Employee’s Materials”) are used by Employee while performing his job duties for Company, and the same is supplied with, becomes embedded or incorporated into, or made a part of any Work Product delivered to Company or is necessary for the complete enjoyment of the Work Product, Employee: (i) shall use best efforts to give advance notice to Company of such circumstances, and (ii) hereby grants to Company a perpetual, non-exclusive, royalty-free, worldwide, sublicensable (through multiple tiers) and transferable license to use, copy, distribute, display, perform, modify, make derivative works of, translate and otherwise use the Employee’s Materials which are supplied with, embedded in, incorporated into or made part of the Work Product, or otherwise necessary for the enjoyment of the Work Product. Company may assign, transfer and sublicense such rights to others without Employee’s approval.
3.6. No Employee License. Except for Employee’s Materials, Employee has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or
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display any Work Product. No license or right is granted hereby to Employee by implication or otherwise with respect to or under any Intellectual Property Rights with respect to the Work Product or Confidential Information.
ARTICLE 4
NON-SOLICITATION
NON-SOLICITATION
4.1. Non-Solicitation. In order for Employee to perform Employee’s duties for Employer, the Company will provide Employee with access to the Company’s trade secrets, including trade secret information related to its customers. Employee agrees that during the Non-Solicitation Period (defined below), Employee will not, either individually or in partnership or jointly or in conjunction with any other person, entity or organization, as principal, agent, consultant, contractor, employer, employee or in any other manner, directly or indirectly:
(a) solicit business from any customer, client or business relation of the Company, or prospective customer, client or business relation that the Company was actively soliciting, whether or not Employee had direct contact with such customer, client or business relation, for the benefit or on behalf of any person, firm or corporation operating a business which competes with the Company, or attempt to direct any such customer, client or business relation away from the Company or to discontinue or alter any one or more of their relationships with the Company; or
(b) hire or offer to hire or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant, independent contractor, agent, licensee, supplier, or business relation of the Company to discontinue or alter any one of their relationships with the Company.
4.2. Non-Solicitation Period. In this Confidentiality and Non-Solicitation Agreement, the term “Non-Solicitation Period” means the time beginning on the effective date of this Confidentiality and Non-Solicitation Agreement and ending twelve (12) months after the effective date of the termination of Employee’s employment irrespective of the time, manner or cause of termination, so long as Employee’s annualized cash compensation (i.e., non-equity compensation) from Employer is at least 60% of the then-current minimum annualized salary (determined on a calendar-year basis) for a highly compensated employee under Colorado’s Publication and Yearly Calculation of Adjusted Labor Compensation (PAY CALC) Order (the “Compensation Threshold”). For any period that would otherwise fall within the Non-Solicitation Period that Employee’s annualized cash compensated from Employer falls below the Compensation Threshold while Employee is a current employee of Employer, the obligations in this Article III will be inoperative.
4.3. Annualized Compensation. The amount of Employee’s annualized cash compensation shall be determined as provided by Colorado House Bill 22-1317, as codified and/or amended.
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4.4. Reasonableness. Employee agrees and acknowledges that the restrictions set out in Section 3.1(a), taking into account the definitions set out elsewhere in this Confidentiality and Non-Solicitation Agreement, are reasonable and no broader than necessary to protect the Company’s trade secrets.
4.5. Remedies for Breach of Restrictive Covenants. Employee acknowledges that in connection with Employee’s employment he or she will receive or will become eligible to receive substantial benefits and compensation. Employee acknowledges that Employee’s employment by the Company and all compensation and benefits from such employment will be conferred by the Company upon Employee only because and on the condition of Employee’s willingness to commit Employee’s best efforts and loyalty to the Company, including protecting the Company’s confidential information and abiding by the non-solicitation covenants contained in this Agreement. Employee understands that his obligations set out in Article II and this Article III will not unduly restrict or curtail Employee’s legitimate efforts to earn a livelihood following any termination of his employment with the Company. Employee agrees that the restrictions contained in Article 2 and this Article 3 are reasonable and valid and all defenses to the strict enforcement of these restrictions by the Company are waived by Employee. Employee further acknowledges that a breach or threatened breach by Employee of any of the provisions contained in Article 2 or this Article 3 would cause the Company irreparable harm which could not be adequately compensated in damages alone. Employee further acknowledges that it is essential to the effective enforcement of this Confidentiality and Non-Solicitation Agreement that, in addition to any other remedies to which the Company may be entitled at law or in equity or otherwise, the Company will be entitled to seek and obtain, in a summary manner, from any Court having jurisdiction, interim, interlocutory, and permanent injunctive relief, specific performance and other equitable remedies, without bond or other security being required. In addition to any other remedies to which the Company may be entitled at law or in equity or otherwise, in the event of a breach of any of the covenants or other obligations contained in this Confidentiality or Non-Solicitation Agreement, the Company will be entitled to an accounting and repayment of all profits, compensation, royalties, commissions, remuneration or benefits which Employee directly or indirectly has realized or may realize relating to, arising out of, or in connection with any such breach. Should a court of competent jurisdiction declare any of the covenants set forth in Article 2 or this Article 3 unenforceable, the court shall be empowered to modify and reform such covenants so as to provide relief reasonably necessary to protect the interests of the Company and Employee and to award injunctive relief, or damages, or both, to which the Company may be entitled.
ARTICLE 5
GENERAL PROVISIONS
GENERAL PROVISIONS
5.1. Governing Law. This Confidentiality and Non-Solicitation Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.
5.2. Duty of Loyalty. Nothing in this Confidentiality and Non-Solicitation Agreement is intended to or does limit or alter any duty of loyalty or other fiduciary duty Employee owes to Employer.
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5.3. Intended Beneficiary. Employee and Employer expressly agree that Energy Fuels Inc. and each of Employer’s and Energy Fuels Inc.’s parent, subsidiary, and affiliated businesses are intended beneficiaries of this Confidentiality and Non-Solicitation Agreement. The intended beneficiaries of this Confidentiality and Non-Solicitation Agreement shall have the right to enforce the terms of this Confidentiality and Non-Solicitation Agreement and to recover damages for breach of this Confidentiality and Non-Solicitation Agreement.
5.4. Assignability. This Confidentiality and Non-Solicitation Agreement is personal to Employee and without the prior written consent of the Company shall not be assignable by Employee other than by will or the laws of descent and distribution. This Confidentiality and Non-Solicitation Agreement shall also inure to the benefit of and be binding upon the Company and its successors and assigns.
5.5. Entire Agreement; Amendment. This Confidentiality and Non-Solicitation Agreement constitutes the entire agreement and understanding between Employee and the Company with respect to the subject matter hereof and, except as otherwise expressly provided herein, supersedes any prior agreements or understandings, whether written or oral, with respect to the subject matter hereof, including without limitation all employment, severance or change of control agreements previously entered into between Employee and the Company. Except as may be otherwise provided herein, this Confidentiality and Non-Solicitation Agreement may not be amended or modified except by subsequent written agreement executed by both parties hereto.
5.6. Multiple Counterparts; Electronic Signatures. This Confidentiality and Non-Solicitation Agreement may be executed electronically or in pen-and-ink and in multiple counterparts, each of which shall constitute an original, but all of which together shall constitute one Confidentiality and Non-Solicitation Agreement.
5.7. Notices. Any notice provided for in this Confidentiality and Non-Solicitation Agreement shall be deemed delivered upon deposit in the United States mails, registered or certified mail, addressed to the party to whom directed at the addresses set forth below or at such other addresses as may be substituted therefor by notice given hereunder. Notice given by any other means must be in writing and shall be deemed delivered only upon actual receipt.
If to the Company:
c/o Energy Fuels Resources (USA) Inc.
225 Union Blvd., Suite 600
Lakewood, CO 80228
Attention: Chief Executive Officer of Energy Fuels Inc.
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If to Employee:
832 S. Oak St.
Lakewood, CO 80228
Attn: Oscar German
5.8. Waiver. The waiver of any term or condition of this Confidentiality and Non-Solicitation Agreement, or breach thereof, shall not be deemed to constitute the waiver of the same or any other term or condition of this Confidentiality and Non-Solicitation Agreement, or breach thereof.
5.9. Severability. In the event any provision of this Confidentiality and Non-Solicitation Agreement is found to be unenforceable or invalid, such provision shall be severable from this Confidentiality and Non-Solicitation Agreement and shall not affect the enforceability or validity of any other provision of this Confidentiality and Non-Solicitation Agreement. If any provision of this Confidentiality and Non-Solicitation Agreement is capable of two constructions, one of which would render the provision void and the other that would render the provision valid, then the provision shall have the construction that renders it valid.
5.10. Arbitration of Disputes. Except for disputes and controversies arising under Articles II or III or involving equitable or injunctive relief, any dispute or controversy arising under or in connection with this Agreement shall be conducted in accordance with the Colorado Rules of Civil Procedure and, unless the parties mutually agree on an arbitrator, shall be arbitrated by striking from a list of potential arbitrators provided by the Judicial Arbiter Group in Denver, Colorado. If the parties are unable to agree on an arbitrator, the arbitrator will be selected from a list of seven (7) potential arbitrators provided by the Judicial Arbiter Group in Denver. The Company and Employee will flip a coin to determine who will make the first strike. The parties will then alternate striking from the list until there is one arbitrator remaining, who will be the selected arbitrator. Unless the parties otherwise agree and subject to the availability of the arbitrator, the arbitration will be heard within sixty (60) days following the appointment, and the decision of the arbitrator shall be binding on Employee and the Company and will not be subject to appeal. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.
5.11. Company’s Maximum Obligations. The compensation set out in the Employment Agreement between Employer and Employee, as may be amended from time-to-time, represents Employer’s and the Company’s maximum obligations, and other than as set out therein, Employee will not be entitled to any other compensation, rights or benefits in connection with the obligations set out in this Confidentiality and Non-Competition Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set out below, with an Effective Date of July 7th, 2025.
ENERGY FUELS INC.
By: /s/ Ross Bhappu
Name: Ross Bhappu
Title: President & Chief Executive Officer
Date: July 20, 2026
EMPLOYEE
/s/ Oscar German
Name: Oscar German
Title: Executive Vice President and Chief Human Resources Officer
Date: July 20th, 2026
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EXHIBIT 23.1
CONSENT OF DANIEL D. KAPOSTASY
I consent to the inclusion in the Quarterly Report on Form 10-Q of Energy Fuels Inc. (the “Company”) for the quarter ended June 30, 2026 (the “Quarterly Report”) of technical disclosure regarding the properties of the Company, including sampling, analytical and test data underlying such disclosure (the “Technical Information”) and of references to my name with respect to the Technical Information being filed with the United States Securities and Exchange Commission (the “SEC”) under cover of Form 10-Q.
I also consent to the filing of this consent under cover of Form 10-Q with the SEC and of the incorporation by reference of this consent and the Technical Information into the Company’s Registration Statements on Form S-3 (File Nos. 333-278193 and 333-226878), and any amendments or supplements thereto; and the Company's Form S-8 Registration Statements (File Nos. 333-194900, 333-205182, 333-217098, 333-226654, 333-254559, 333-278611 and 333-286685), and any amendments thereto, filed with the SEC.
/s/ Daniel D. Kapostasy
Name: Daniel D. Kapostasy
Title: SVP and Chief Technical Officer
Energy Fuels Inc.
Date: August 5, 2026
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
I, Ross R. Bhappu, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Energy Fuels Inc.; | |||||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||||
| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||||
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |||||||
| 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |||||||
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |||||||
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |||||||
| /s/ Ross R. Bhappu | ||||||||
| Date: August 5, 2026 | Ross R. Bhappu | |||||||
| President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
I, Nathan R. Bennett, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Energy Fuels Inc.; | |||||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||||
| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||||
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |||||||
| 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |||||||
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |||||||
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |||||||
/s/ Nathan R. Bennett | ||||||||
| Date: August 5, 2026 | Nathan R. Bennett | |||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. §1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Energy Fuels Inc. (the "Company") on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ross R. Bhappu, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Ross R. Bhappu | |||||
| Ross R. Bhappu | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Date: August 5, 2026
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. §1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Energy Fuels Inc. (the "Company") on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Nathan R. Bennett, Chief Financial Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Nathan R. Bennett | |||||
| Nathan R. Bennett | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
Date: August 5, 2026
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 95.1
Mine Safety Disclosure
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States, and that is subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety and Health Act of 1977 (“Mine Safety Act”), are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities.
The following table sets out the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd Frank Wall Street Reform and Consumer Protection Act for the period April 1, 2026 through June 30, 2026 covered by this report:
| Property | Section 104(a) S&S Citations2 (#) | Section 104(b) Orders3 (#) | Section 104(d) Citations and Orders4 (#) | Section 110(b)(2) Violations5 (#) | Section 107(a) Orders6 (#) | Total Dollar Value of MSHA Assess-ments Proposed7 ($) | Total Number of Mining Related Fatalities (#) | Received Notice of Pattern of Violations or Potential Thereof Under Section 104(e)8 (yes/no) | Legal Actions Pending as of Last Day of Period9 (#) | Legal Actions Initiated During Period (#) | Legal Actions Resolved During Period (#) | ||||||||||||||||||||||||
Arizona 11 | Nil | Nil | Nil | Nil | Nil | $0.00 | Nil | No | Nil | Nil | Nil | ||||||||||||||||||||||||
Beaver/La Sal1 | 1 | Nil | Nil | Nil | Nil | $668.00 | Nil | No | Nil | 2 | Nil | ||||||||||||||||||||||||
Pinyon Plain1 | Nil | Nil | Nil | Nil | Nil | Not assessed | Nil | No | Nil | 1 | Nil | ||||||||||||||||||||||||
Energy Queen1 | Nil | Nil | Nil | Nil | Nil | $0.00 | Nil | No | Nil | Nil | Nil | ||||||||||||||||||||||||
Pandora1 | Nil | Nil | Nil | Nil | Nil | $0.00 | Nil | No | Nil | Nil | Nil | ||||||||||||||||||||||||
Whirlwind1 | Nil | Nil | Nil | Nil | Nil | $0.00 | Nil | No | Nil | Nil | Nil | ||||||||||||||||||||||||
1.The Company’s Arizona 1 Project and the Energy Queen Property were on standby and not mined during the period. The Whirlwind mine, portions of the La Sal Project (i.e., the Beaver property and Pandora property) and the Pinyon Plain mine each operated during portions of the period.
2.Citations and Orders are issued under Section 104 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 814) (“MSHA”) for violations of MSHA or any mandatory health or safety standard, rule, order or regulation promulgated under MSHA. A Section 104(a) “Significant and Substantial” or “S&S” citation is considered more severe than a non-S&S citation and generally is issued in a situation where the conditions created by the violation do not cause imminent danger, but the violation is of such a nature as could significantly and substantially contribute to the cause and effect of a mine safety or health hazard. It should be noted that, for purposes of this table, S&S citations that are included in another column, such as Section 104(d) citations, are not also included as Section 104(a) S&S citations in this column.
3.A Section 104(b) withdrawal order is issued if, upon a follow up inspection, an MSHA inspector finds that a violation has not been abated within the period of time as originally fixed in the violation and determines that the period of time for the abatement should not be extended. Under a withdrawal order, all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area of the mine until the inspector determines that the violation has been abated.
4.A citation is issued under Section 104(d) where there is an S&S violation and the inspector finds the violation to be caused by an unwarrantable failure of the operator to comply with a mandatory health or safety standard. Unwarrantable failure is a special negligence finding that is made by an MSHA inspector and that focuses on the operator’s conduct. If during the same inspection or any subsequent inspection of the mine within 90 days after issuance of the citation, the MSHA inspector finds another violation caused by an unwarrantable failure of the operator to comply, a withdrawal order is issued, under which all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area until the inspector determines that the violation has been abated.
5.A flagrant violation under Section 110(b)(2) is a violation that results from a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonable could have been expected to cause, death or serious bodily injury.
6.An imminent danger order under Section 107(a) is issued when an MSHA inspector finds that an imminent danger exists in a mine. An imminent danger is the existence of any condition or practice which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated. Under an imminent danger order, all persons, other than those required to abate the condition or practice and certain others, are required to be withdrawn from and are prohibited from
entering the affected area until the inspector determines that such imminent danger and the conditions or practices which caused the imminent danger no longer exist.
7.These dollar amounts include the total amount of all proposed assessments under MSHA relating to any type of violation during the period, including proposed assessments for non-S&S citations that are not specifically identified in this exhibit, regardless of whether the Company has challenged or appealed the assessment.
8.A Notice is given under Section 104(e) if an operator has a pattern of S&S violations. If upon any inspection of the mine within 90 days after issuance of the notice, or at any time after a withdrawal notice has been given under Section 104(e), an MSHA inspector finds another S&S violation, an order is issued, under which all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area until the inspector determines that the violation has been abated.
9.There were no legal actions pending before the Federal Mine Safety and Health Review Commission as of the last day of the period covered by this report. In addition, there were no pending actions that are (a) contests of citations and orders referenced in Subpart B of 29 CFR Part 2700; (b) complaints for compensation referenced in subpart D of 29 CFR Part 2700; (c) complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part 2700; (d) applications for temporary relief referenced in Subpart F of 29 CFR Part 2700; or (e) appeals of judges’ decisions or orders to the Federal Mine Safety and Health Review Commission referenced in Subpart H of 29 CFR Part 2700.