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YoY shift: Neutral
Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is 0.00pp more bullish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Risk Factors
+0.03pp
Flat
Net-tone change vs last year's 10-K.
MD&A
-0.02pp
Flat
Net-tone change vs last year's 10-K.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Language change vs prior 10-K
Risk Factors (Item 1A) - words with the biggest YoY frequency increase
Negative rising
unable+7
default+6
adversely+4
adverse+3
difficulties+3
Positive rising
successful+7
able+4
stability+3
successfully+2
opportunities+2
Risk Factors (Item 1A)
24,576 words
ITEM 1A. RISK FACTORS
The following information pertains to the outlook and conditions currently known to Energy Fuels that could have a material impact on its financial condition. Other factors may arise in the future that are currently not foreseen by management of Energy Fuels that may present additional risks, including risks that the Company currently feels are immaterial. Current and prospective shareholders of Energy Fuels should carefully consider these risk factors when making investment decisions.
Our failure to successfully address any of the risks and uncertainties described below could have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our Common Shares may fluctuate widely. We cannot assure you that we have or will successfully or fully address these risks or other unknown risks that may affect our business.
Risks Related to our Industry
We are subject to the risks normally encountered by companies in the mineral extraction industry.
We are subject to the risks normally encountered by companies in the mineral extraction industry, such as:
• the discovery of unusual or unexpected geological formations, and variations in ore radiation levels;
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase
Negative rising
critical+6
loss+5
closing+2
interfering+2
decline+2
Positive rising
stability+7
enhancements+7
benefit+4
achieve+3
successfully+3
MD&A (Item 7)
14,189 words
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with our financial statements for the three years ended December 31, 2025, 2024 and 2023 and the related notes thereto. The purpose of this Item 7 is: (i) to provide material relevant to an assessment of the financial condition and results of operations of Energy Fuels Inc., including an evaluation of the amounts and certainty of cash flows from operations and from outside information sources; and (ii) to focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not necessarily indicative of future operating results or of future financial condition. This Discussion and Analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth in Part I, Item 1A. Risk Factors and elsewhere in this Annual Report. See Item II. 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, vanadium, REEs and HMS, domestic supply chains and reducing reliance on foreign sources. The Company owns uranium, uranium/vanadium and REE/HMS properties and projects in various stages of operation, development, exploration and permitting, as well as fully permitted uranium and uranium/vanadium projects on standby. The Company’s White Mesa Mill, near Blanding, Utah, is the only licensed and operating uranium mill, and the only uranium mill capable of producing separated REE products, in the U.S. The Company is also evaluating the potential to recover radium at the Mill for use in cancer treatments.
• wild/bushfires, floods, earthquakes, tornados, tropical cyclones, droughts, landslides and other natural disasters;
• accidental fires, unplanned power outages and water shortages;
• controlling water, emissions and other similar mining hazards;
• operating labor disruptions and labor disputes;
• the ability to obtain and maintain suitable or adequate machinery, equipment or labor;
• our liability for potential or existing pollution or other hazards; and
• other known and unknown risks involved in the conduct of exploration, development and operation of mines, E&R facilities and mills, and metals and alloys plants (pending the successful acquisition of ASM), along with the markets for uranium, rare earths, vanadium, HMS and metals and alloys.
The development of mineral properties is affected by many factors, including, but not limited to: the cost of operations; variations in the grade of mineralized material; fluctuations in metal markets; costs of extraction and processing equipment; availability of equipment and labor; labor costs and possible labor strikes; government regulations, including without limitation, regulations relating to taxes, royalties, allowable extraction or production, and importing and exporting of minerals; government actions, including without limitation the establishment or expansion of mineral withdrawals, parks and monuments; land exchanges; foreign exchange; employment; worker safety; transportation; and environmental protection.
Our results of operations are significantly affected by the market prices of uranium, vanadium, rare earth elements and heavy mineral sands, which are cyclical and subject to substantial price fluctuations.
Our earnings and operating cash flow are and will be particularly sensitive to the long- and short-term changes in the market prices of uranium, vanadium, REEs, metals and alloys, and HMS and their components, including the prices for ilmenite, rutile and zircon, which could impact planned production levels or the feasibility of production of HMC and monazite from our Bahia Project, Vara Mada Project, the Donald Project and any other HMS projects, and which could impact monazite supply for our RE Carbonate and separated REE production. Among other factors, these prices also affect the value of our Mineral Resources, Mineral Reserves and inventories, as well as the market price of our Common Shares.
Market prices are affected by numerous factors beyond our control. With respect to uranium, such factors include, among others: demand for nuclear power; political and economic conditions in uranium producing and consuming countries; public and political response to a nuclear incident or fear of a nuclear incident; reprocessing of used reactor fuel, the re-enrichment of depleted uranium tails and the enricher practice of underfeeding; sales of excess civilian and military inventories (including from the dismantling of nuclear weapons; the premature decommissioning of nuclear power plants; and from the build-up of Japanese utility uranium inventories as a result of the Fukushima incident) by governments and industry participants; uranium supply, including the supply from other secondary sources; production levels and costs of production, and government actions such as, for instance, any plans included in a U.S. president’s fiscal budget and those taken pursuant to the U.S. Uranium Reserve Program, as defined below under “ Risks Relating to Our Regulatory Environment .” With respect to vanadium, such factors include, among others: demand for steel; the potential for vanadium to be used in advanced battery technologies; political and economic conditions in vanadium producing and consuming countries; world production levels; and costs of production. With respect to REEs, such factors include, among others: demand for REEs; political and economic conditions in REE producing and consuming countries; REE-bearing ore supply from secondary sources; international interest in the purchase of RE Carbonate, separated REE oxides and other REE products, absent a U.S.-based separation facility; public and political response to REE initiatives at the Mill; governmental investment in domestic REE infrastructure; world production
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levels; costs of production; risks associated with foreign governmental actions, policies, laws, rules, regulations and foreign state subsidized enterprises, with respect to REE production and sales, which could impact REE prices available to the Company and impact our access to world and domestic markets for the supply of REE-bearing ores and the sale of RE Carbonate, REE oxides, and other REE products and services to world and domestic markets; and other government actions, including licensing and import requirements. With respect to HMS, such factors include, among others: demand for titanium minerals and zircon; political and economic conditions in HMS producing and consuming countries; other government actions, including licensing and import requirements; geopolitical factors; world production levels; exploration, mining, processing, refining and other costs of production; grades of HMS ore bodies being mined; scale of mining method; growth in end-use demand for titanium minerals and zircon, including GDP growth in consuming countries; available mineable deposits and upgrading facilities; currency fluctuations; and other market demand and supply dynamics. With respect to metals and alloys, such factors include, among others: commodity prices and price fluctuations; engineering, construction, processing and mining difficulties, upsets and delays; permitting and licensing requirements and delays; changes to regulatory requirements; legal challenges; competition from other producers; government and political actions or inactions; and risks associated with carrying on business in foreign jurisdictions, including the risk of expropriation; market factors, including future demand for metals and alloys products.
Other factors relating to the prices of uranium, vanadium, REEs, HMC, HMS products and metals and alloys include: levels of supply and demand for a broad range of industrial products; substitution of new or different products in critical applications for our existing products; expectations with respect to the rate of inflation; the relative strength of the U.S. dollar and of certain other currencies; tariffs, subsidies or other trade barriers; interest rates; global or regional political or economic crises; regional and global economic conditions; and sales of our Goods and services, and HMC, HMS and metals and alloys products by holders in response to such factors. If prices are below our cash costs of extraction or recovery and remain at such levels for any sustained period, we may determine that it is not economically feasible to continue commercial extraction, recovery or processing at any or all of our projects or other facilities and may also be required to look for alternatives other than cash flow to maintain our liquidity until prices recover. Our expected levels of uranium, vanadium, REE, HMC and HMS product recovery, metals and alloys production (pending the successful acquisition of ASM) and other business activity are dependent on our expectation and the industry’s expectations of product prices of our Goods, which may not be realized or may change. In the event we conclude that a significant deterioration in our expected future Goods prices has occurred, we will assess whether an impairment allowance is necessary which, if required, could be material.
The recent fluctuations in the price of many commodities is an example of a situation over which we have no control, and which could materially adversely affect us in a manner for which we may not be able to compensate. There can be no assurance that the price of any minerals recovered from or processed at our properties will be such that any deposits can be operated at a profit.
Our profitability is directly related to the market prices of Goods recovered. We may, from time to time, undertake commodity and currency hedging programs with the intention of maintaining adequate cash flows and profitability to contribute to the long-term viability of the business. We anticipate selling forward in the ordinary course of business if, and when, we have sufficient assets and recovery to support forward sale arrangements and forward sale arrangements are available on suitable terms. There are, however, risks associated with forward sale programs. If we do not have sufficient recovered product to meet our forward sale commitments, we may have to buy or borrow (for later delivery back from recovered product) sufficient product in the spot market to deliver under the forward sales contracts, possibly at higher prices than provided for in the forward sales contracts, or potentially default on such deliveries. In addition, under forward contracts, we may be forced to sell at prices that are lower than the prices that may be available on the spot market when such deliveries are completed. Although we may employ various pricing mechanisms within our sales contracts to manage our exposure to price fluctuations, there can be no assurance that such mechanisms will be successful. There can also be no assurance that we will be able to enter into additional term contracts for future sales of Goods at prices or in quantities that would allow us to successfully manage our exposure to price fluctuations.
The majority of our properties do not contain Mineral Reserves under S-K 1300 and NI 43-101, and some of the Company’s properties, projects and facilities may not be economic at any point in time or at all.
Only three of our properties – the Vara Mada, Pinyon Plain and Sheep Mountain Projects – contain Mineral Reserves under SEC S-K 1300 and NI 43-101 as well as the Donald Project, in which we own a 9.48 % interest as of December 31, 2025. See Item II. Cautionary Note to Investors Concerning Disclosure of Mineral Resources and Reserves . Depending on the price(s) of Goods, some or all of our properties, projects and facilities may not be economic for uranium, vanadium, REE or HMC or HMS product extraction or recovery or for the processing of Goods (including metals and alloys) at any point in time. Generally, we intend to continue to hold, and in certain cases advance, properties, projects and facilities which may not be economic at any point in time in anticipation of possible future increases in the prices of our Goods, as the case may be. However, in those circumstances, there can be no assurance at any time that such prices will ever, or within a reasonable time period, increase to
Table of Conten t s
the levels required to advance those properties or, in the case of projects or facilities on standby, to resume exploration, extraction, recovery or processing activities at those projects or facilities. In the event of depressed commodity prices, we would continue to hold our standby properties, projects and facilities because we believe that prices are likely to rise, to such levels within a reasonable time period to justify future production. This ability to maintain scalability as commodity prices increase is a key component of our business strategy. However, as there is a cost associated with holding and, in some cases, maintaining such properties, projects and facilities on standby during periods of depressed commodity prices, in those circumstances we continuously evaluate, on a case-by-case basis, such costs against the prospects for price increases, and may from time to time sell, drop or reclaim any such properties, projects or facilities.
Mining on properties having no known Mineral Resources or Mineral Reserves is inherently speculative and may not prove to be economic at any point in time or at all.
Mining is an inherently speculative business. Some of the properties on which we have the right to mine are not known to have any Mineral Reserves or Mineral Resources. There is a possibility that we will not discover uranium, vanadium, REEs and/or HMS, on any or all of our properties which can be mined or extracted at a profit at any point in time or at all. Even if we do discover and mine such minerals, the deposits may not be of the quality or size necessary for us or a potential purchaser of the property to make a profit from mining it. Few properties that are explored are ultimately developed into producing mines, and mines that are developed may not be profitable. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor, as well as all necessary licenses and permits, are just some of the many risks involved in mineral exploration programs and their subsequent development. However, we may elect, now or in the future, to proceed with the extraction of minerals on one or more of those projects without having completed the technical work required to declare a Mineral Reserve. If we are then unable to extract uranium, vanadium, REEs, HMC and/or HMS products, in commercially viable quantities, the capital investment of mining such properties may be lost and could materially impact our business.
Exploration, development, extraction, mining, recovery and milling of minerals, and the transportation and handling of the products recovered, are subject to extensive international, federal, state and local laws and regulations.
These regulations govern, among other things: acquisition of the property or mineral interests; maintenance of claims; tenure; expropriation; prospecting; exploration; development; construction; extraction and mining; recovery, processing, milling and production; price controls; exports and imports; taxes and royalties; labor standards; occupational health; waste disposal; toxic substances; water use; land use; American Indian or other foreign indigenous peoples consultations and accommodations; environmental protection and remediation; endangered and protected species; mine, mill and other facility decommissioning and reclamation; mine safety; transportation safety and emergency response; and other matters. Compliance with such laws and regulations has increased the costs of exploring, drilling, developing, constructing, operating and closing of our mines, mills, plants and other extraction, recovery and processing facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact our decision as to whether to operate existing mines or facilities, or, with respect to exploration, development or construction properties, whether to proceed with exploration, development or construction. It is also possible that such laws and regulations may result in our incurring significant costs to remediate or decommission properties if it is determined they do not comply with applicable environmental standards at such time. We expend significant financial and managerial resources to comply with applicable laws and regulations. We anticipate continuing to do so as the historic trend toward stricter government regulation may continue. However, there can be no assurance that future changes in applicable laws and regulations or attitudes and interpretations relating thereto, will not adversely affect our activities, operations or financial condition. New laws and regulations, amendments to existing laws and regulations or changes in attitudes and interpretations resulting in more stringent implementation of existing laws and regulations, including through stricter license and permit conditions or changes in enforcement attitudes and interpretations, could have a material adverse impact on us, increase costs, cause a reduction in levels of, or suspension of, extraction or recovery and/or delay or prevent the construction or development of new mineral extraction properties.
Mineral extraction is subject to potential risks and liabilities associated with impacts to the environment and the disposal of waste products occurring as a result of mineral exploration, extraction, mining, milling, recovery and production. Environmental liability may result from mining or mineral extraction activities conducted by others prior to our ownership of a property. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions. These actions may result in orders issued by regulatory or judicial authorities causing activities or operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Companies engaged in uranium, monazite, HMS or other exploration operations may be required to compensate others who sufferloss or damage by reason of such activities and may have civil or criminalfines or penalties imposed for violations of applicable laws or regulations. Should we be unable to fully fund the cost of remedying an environmental problem, the Company might be required to suspend activities or operations, declare bankruptcy or enter into interim compliance measures
Table of Conten t s
pending completion of the required remedy, which could have a material adverse effect on the Company. To the extent that we are subject to uninsured environmental liabilities, the payment of such liabilities would reduce otherwise available earnings and could have a material adverse effect on us. In addition, we do not have coverage for environmental losses generally or for certain other risks as such coverage cannot be purchased at a commercially reasonable cost. Compliance with applicable environmental laws and regulations requires significant expenditures and increases mine and facility, construction, development and operating costs.
While the very heart of our business – uranium production, which is the fuel for carbon-free, emission-free baseload nuclear power – and our recycling programs, help address global climate change and reduce air pollution, the world’s focus on addressing climate change will require the Company to continue to conduct all its operations in a manner that minimizes the use of resources, including the unnecessary use of energy resources, in order to continue to minimize air emissions at our facilities, which can also increase mine and facility, construction, development and operating costs. Regulatory and environmental standards may also change over time to address global climate change, which could further increase these costs.
There is a risk that current and future government administrations will not support mining, uranium mining, metals and alloys production, nuclear energy or other aspects of our business and may limit, restrict or prevent the use of public lands for mining, milling, processing/production and other activities.
The development of mineral properties and related facilities (including downstream facilities) is contingent upon governmental approvals that are complex and time consuming to obtain and that, depending upon the location of the project, involve multiple governmental agencies. The duration and success of such approvals are subject to many variables outside of our control. Any significant delays in obtaining or renewing permits or licenses in the future could have a material adverse effect on us.
Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. In addition, the international marketing of uranium is subject to governmental policies and certain trade restrictions, such as those imposed by the suspension agreement between the U.S. and Russia. Changes in these policies and restrictions may adversely impact our business.
Public acceptance of nuclear energy and competition from other energy sources is unknown.
Growth of the uranium and nuclear industry will depend upon continued and increased acceptance of nuclear technology as an economic means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, including the risk of a nuclear incident and fears of nuclear incidents in the event of terrorism, wars, insurrections or natural disasters, the industry is subject to public opinion risks that could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. Nuclear energy competes with other sources of energy, including oil, natural gas, coal, hydroelectricity and renewable energy sources. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydroelectricity may result in lower demand for uranium concentrates. Increased government regulation and technical requirements may make nuclear energy uneconomic, resulting in lower demand for uranium concentrates. Technical advancements and government subsidies in renewable and other alternate forms of energy, such as wind and solar power, could make these forms of energy more commercially viable and put additional pressure on the demand for uranium concentrates.
Unfavorable media coverage of mining or nuclear energy could negatively affect our business.
The Company is subject to media coverage relating to mining and the production of uranium and other forms of nuclear energy, as well as the production of RE Carbonate, separated REEs and other REE products, HMC, HMS and metal and alloy products and the extraction and concentration of radioisotopes for use in TAT medical treatments, some of which can be inaccurate, non-objective or politically motivated. As a result, the Company is frequently required to address or respond to such media coverage, which can be costly and time-consuming for the Company. Such inaccurate and non-objective media coverage can also negatively impact public perception of the Company’s activities, the market for the Company’s securities, government relations, permitting activities and legal challenges.
Potential impacts of public perceptions on our commercial relations.
Given the controversial nature of the mining and nuclear industries, the Company is subject to the risk that suppliers, customers, co-venturers or other business relations may be discouraged from or decline to continue commercial relations with or enter into new commercial relations or arrangements with the Company due to fear of reprisals from the media, public or special interest groups based on public perceptions of the nature of the Company’s business or the nature or location of its assets, particularly driven by the ability of the media, public and special interest groups to influence public perceptions through the media, social media and the internet.
Table of Conten t s
The uranium and REE industries are highly competitive.
The international uranium industry, including the supply of uranium concentrates, is highly competitive. Our uranium business is in direct competition with: a relatively small number of publicly traded or privately funded uranium mining companies; nationally subsidized uranium companies; uranium produced as a byproduct of other mining operations; excess inventories, including inventories made available from decommissioning of nuclear weapons; reprocessed uranium and plutonium; used reactor fuel; and the use of excess Russian enrichment capacity to re-enrich depleted uranium tails. A large quantity of current world production is foreign state-subsidized and appears to be relatively inelastic in that uranium market prices appear to have little effect on the quantity supplied. In the case of foreign state-subsidized production, uranium production may not be fully subject to market factors and may be sold at prices that may be less, or even significantly less, than the costs of production. The supply of uranium from Russia is to some extent (and increasingly) impeded by a number of international trade agreements and policies. These agreements and any similar future agreements, governmental policies or trade restrictions are beyond our control and may affect the supply of uranium available in North America, Europe and Australia/New Zealand.
We compete with other mining companies and individuals for capital, Mineral Resources and Mineral Reserves and other mining assets, which may increase the cost of acquiring suitable claims, properties and assets. We also compete with other mining companies to attract and retain key executives, employees and consultants. In addition, there are relatively few bona fide and legitimate customers for uranium. There can be no assurance that we will continue to be able to compete successfully with our competitors in acquiring such properties and assets or in attracting and retaining skilled and experienced employees.
The REE industry is competitive, particularly to the extent it is dominated by China, which produces nearly 90% of refined REE products according to the International Energy Agency. Many Chinese companies are state-supported or subsidized, and Chinese companies bid aggressively to acquire monazite to feed this production. The Company competes with Chinese companies, and companies from other countries that are in or trying to break into the REE market, for sources of monazite, and will be expected to compete with Chinese companies and companies from other countries as they develop production capacity at the RE Carbonate crack and leach, REE separation, REE metal and alloy making, REE magnet making, and REE product marketing and sales stages of the REE supply chain, as well as for the acquisition of monazite and other mineral properties, for mining and exploration on such properties, and for the procurement of equipment, materials and personnel necessary to explore, develop and extract monazite from such properties. There is competition for a limited number of monazite and other REE feed acquisition opportunities, including competition with other companies having substantially greater financial resources, staff and facilities than the Company. As a result, the Company may encounter challenges in acquiring attractive properties and exploring and advancing properties currently in the Company’s portfolio. The Company believes that competition for acquiring monazite prospects and other REE feed materials, production of REE products and completing REE product sales will continue to be intense in the future.
Mining operations involve a high degree of risk.
The exploration, construction, development, operation and other activities associated with mineral projects, along with the expansion of existing recovery operations and mining activities and restarting of projects, involve significant risks, including financial, technical and regulatory risks. The development or advancement of any of the exploration properties in which we have an interest is contingent upon obtaining satisfactory exploration results, project permitting and licensing and financing. The exploration, construction, development, operation and other activities associated with mineral projects involves significant financial risks over an extended period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mine or other facility may result in substantial value, few properties that are staked and explored are ultimately developed into producing mines or extraction or recovery facilities. Major expenses may be required to establish Mineral Resources and Mineral Reserves by drilling and to finance, permit, license and construct extraction, mining, recovery and processing facilities. It is impossible to ensure that the current or proposed exploration, permitting, construction and development programs on our mineral properties will result in profitable commercial extraction, mining or recovery operations.
Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other things: the accuracy of Mineral Resource and Mineral Reserve estimates; the particular attributes of the deposit, such as its size, geology, grade and accessibility; the ability to economically recover commercial quantities of the minerals; proximity to necessary infrastructure and availability of personnel; financing costs; governmental regulations, including regulations relating to prices, taxes, reclamation bonds and royalties; the potential for litigation; land use; importing and exporting; and environmental and cultural protection, including but not limited to the governmental establishment of mineral withdrawals, parks and monuments and land exchanges. The construction, development, expansion and restarting of projects are also subject to: the successful completion of engineering studies with adequate results to proceed; the issuance of necessary governmental licenses and permits; the availability of adequate financing; engineering and construction timetables and capital costs being correctly estimated for our projects, including restarting projects on standby; and such construction timetables and capital costs not being
Table of Conten t s
affected by unforeseen circumstances, including but not limited to delays due to litigation/injunctions. The effect of these factors cannot be accurately predicted, but the combination of these factors, along with others, may result in our not receiving an adequate return on invested capital.
It is possible that actual costs and economic returns of current and new extraction, mining, or recovery operations may differ materially from our best estimates. It is not unusual in the mining industry for new mining operations and facilities to experience unexpectedproblems during the start-up phase, to take much longer than originally anticipated to bring them into a recovery or producing phase, to require more capital than anticipated, to operate at a higher cost than expected and/or to have reclamation liabilities that are higher than expected.
There can be no assurance that, as the Company mines its properties or disposes of properties, the reduction of existing Mineral Resources and/or Mineral Reserves through depletion or sales will be replaced with new resources of comparable value.
There is uncertainty in the estimation of Mineral Reserves and Mineral Resources.
Only three of our properties – the Vara Mada, Pinyon Plain and Sheep Mountain mines – contain Mineral Reserves as defined under S-K 1300 and NI 43-101 as well as the Donald Project, in which we own a 9.48 % interest as of December 31, 2025. See Item II. Cautionary Note to Investors Concerning Disclosure of Mineral Resources and Reserves .
Mineral Reserves and Mineral Resources are statistical estimates of mineral content pursuant to S-K 1300 and NI 43-101 based on limited information acquired, in large part, through drilling and other sampling techniques and require judgmental interpretations of geology. Successful extraction requires safe and efficient mining and processing. Our Mineral Reserves and Mineral Resources are estimates, and no assurance can be given that the estimated Mineral Reserves and Mineral Resources are accurate or that the indicated levels of uranium, vanadium, REEs, HMC or HMS products will be produced economically or otherwise. Actual mineralization or formations may be different than predicted. Further, it may be many years from the initial phase of drilling before production is possible and, during that time, the economic feasibility of exploiting a discovery may change.
Mineral Reserve and Mineral Resource estimates for properties that have not commenced extraction, production or recovery are based, in many instances, on limited and widely spaced drill-hole information, which is not necessarily indicative of the conditions between and around drill holes. Accordingly, such Mineral Resource and Mineral Reserve estimates may require revision as more drilling information becomes available, as actual extraction, production or recovery experience is gained, and as methods and technologies develop further. It should not be assumed that all or any part of our Mineral Resources constitute, or will be converted into, Mineral Reserves. Market price fluctuations of uranium, vanadium, REEs, HMC or HMS products as applicable, as well as increased production and capital costs and/or reduced recovery rates, may render our proven and probable Mineral Reserves unprofitable to develop at a particular site or sites for periods of time or may render Mineral Reserves containing relatively lower grade mineralization uneconomic.
Opposition to mining may disrupt our business activities.
In recent years, governmental agencies, non-governmental organizations, individuals, communities and courts have become more vocal and active with respect to their opposition to certain mining and business activities, including with respect to production and uranium recovery at our facilities, such as the Mill and the Pinyon Plain Project, and exploration, permitting and development activities at our HMS projects in foreign countries such as Brazil and Madagascar. This opposition may take on forms such as road blockades, vandalism, threats and/or slander, applications for injunctions seeking to cease certain construction, development, extraction, mining and/or milling or recovery activities, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, government-imposed suspensions, issuances of unfavorable laws and regulations, changes in regulatory attitudes and interpretations and other rulings contrary to or otherwise harming our interests. These actions can occur in response to current activities or in respect of mines or facilities that are decades old. In addition, these actions can occur in response to our activities or the activities of other unrelated entities. Opposition to our activities may also result from general opposition to nuclear energy and mining. Opposition to our business activities are beyond our control. With the advent of social media and today’s access to information, non-governmental organizations around the world can more readily join together to solicit opposition on a world-wide basis to any of our operations or projects in the U.S. and around the world. Any opposition to our business activities may cause a disruption to our business activities and may result in increased costs and delays, which could have a material adverse effect on our business and financial condition.
Table of Conten t s
We are subject to technical innovation and obsolescence.
Requirements for our products and services may be affected by: technological changes in nuclear reactors, enrichment and used uranium fuel reprocessing; facilities and processes for REE and radioisotope recovery; and substitutes for REEs, HMC, HMS products and the radioisotopes the Company may potentially be producing. These technological changes could reduce the demand for our products and services and/or increase the supply of competitive products and services. The cost competitiveness of our operations may be impacted through the development and commercialization of other mining, milling, processing and other technologies. As a result, our competitors may adopt technological advancements that give them an advantage over the Company or that reduce the demand for the Company’s products and services or make them obsolete.
Mining, extraction, recovery, processing, construction, development and exploration activities depend, to a substantial degree, on adequate infrastructure.
Reliable roads, bridges, power sources and water supply are important determinants affecting capital and operating costs for existing and planned operations. For the Vara Mada Project, the Donald Project and the Bahia Project, new infrastructure will need to be built to support activities. However, unusual or infrequent weather phenomena, including drought, flooding, sabotage, government and/or other interference in the maintenance or provision of such infrastructure could adversely affect our operations and activities, financial condition and results of operations.
Mining, mineral extraction, recovery and milling are subject to a high degree of risk, and we are not insured to cover against all potential risks.
Our operations and activities are subject to all the hazards and risks normally incidental to exploration, construction, development, extraction and mining of mineral properties, and recovery, processing and milling, including: environmental hazards; industrial accidents; labor disputes, disturbances and unavailability of skilled labor; encountering unusual or unexpected geologic formations; rock bursts, pressures, cave-ins and flooding; periodic interruptions due to inclement or hazardous weather conditions; technological and processing problems, including unanticipated metallurgical difficulties, ground control problems, process upsets and equipment malfunctions; tailings dam failures; the availability and/or fluctuations in the costs of raw materials and consumables used in our production and recovery processes; the ability to procure mining and other equipment and operating and other supplies in sufficient quantities and on a timely basis; and other extraction, mining, recovery, milling and processing risks, as well as risks associated with our dependence on third parties in the provision of transportation and other critical services. Many of the foregoing risks and hazards could result in damage to, or destruction of, our mineral properties or processing or recovery facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of extraction, mining, production and recovery from our mines or processing facilities or in our exploration, construction or development activities, delay in or inability to receive regulatory approvals to transport our uranium, vanadium, REE, HMC or HMS products, and costs, monetary losses and potential legal liability and adverse governmental action. In addition, due to the radioactive nature of the materials handled in uranium and monazite extraction, mining, recovery, processing and transportation (both trucking and shipping), additional costs and risks are incurred by us on a regular and ongoing basis.
While we may obtain insurance against certain risks in such amounts as we consider adequate, the nature of these risks are such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which we cannot insure or against which we may elect not to insure. The potential costs that could be associated with any liabilities not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our future earnings, financial position and competitive position. No assurance can be given that such insurance will continue to be available or will be available at economically feasible premiums or that it will provide sufficient coverage for losses related to these or other risks and hazards. This lack of insurance coverage could result in material economic harm to us.
Risks associated with our REE business
There are a number of risks inherent to our REE activities, which, in addition to other applicable risks described in this Item 1A – Risk Factors, include the following:
• The risk of achieving and maintaining an adequate supply of monazite and/or other REE feed for processing at the Mill. Although the Company has acquired the Bahia Project, it is currently at the exploration and permitting stage and is not an operating mine. The same consideration applies to the Vara Mada Project and the Donald Project, although both the Vara Mada Project and the Donald Project are at a more advanced stage, they are not operating mines at this time. As a result, the Company does not currently own its own operating monazite-bearing mine(s) and is completely dependent on contractual arrangements for its REE feed sources at this time. There can be no guarantee that the
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Company will be able to secure adequate monazite supply or other REE feed sources over the long-term at suitable prices or that the Bahia Project, Vara Mada Project or the Donald Project will be developed into operating monazite-producing mines. In addition, the price the Company may be required to pay for monazite sands and other REE feedstocks is subject not only to commercial factors but also to the risk of influence by foreign policy and/or foreign state-owned enterprises. We will evaluate potential acquisitions of additional mines or resource properties and joint ventures with mine or resource property owners, but there can be no guarantee that any such acquisitions or joint ventures can be realized on acceptable terms. Further, to the extent the Company is required to purchase monazite ore or other REE feed sources, we may be at a transportation cost disadvantage compared to processing facilities in China or elsewhere that may be closer to potential ore sources;
• The risk of being able to contract to sell the Mill’s REE products at satisfactory prices. The Company intends to secure potential sales contracts with NdPr and other REE oxide users for any separated NdPr, REE oxides and other REE products produced by the Company, but there can be no guarantee that any such contracts will be entered into on satisfactory terms, or at all, in the future. If the Company is not able to secure adequate contracts for the sale of its separated NdPr, REE oxides or other REE products, we may be required to hold our separated NdPr, REE oxides and other REE products in inventory until they can be sold at reasonable prices, which would require the commitment of the Company’s cash resources while the REE product is being held in inventory. We would also bear the risk that the REE product may not be able to be sold at reasonable prices in the future, either due to a lack of a market for the purchase of our separated NdPr, REE oxides or other REE products and/or a reduction in REE commodity prices and, hence, we bear the risk of a reduction in the value of our separated NdPr, REE oxides or other REE products. We anticipate that the U.S. government may take steps to support the development of a U.S. supply chain for REEs through price support or other mechanisms, but there can be no guarantee that any such support will be given, or if given, would benefit the Company;
• The risk of process failures in the production of separated NdPr, REE oxides or other REE products, such as the Company’s ability to continue producing separated NdPr and to produce REE oxides and other REE products at commercial specifications and on a commercial scale at acceptable costs, which could prevent future commercial production of separated NdPr, REE oxides or other REE products at the Mill cost-competitively or at all;
• The risk that we may not be able to increase our sources of natural monazite sands or other ores or feedstocks in amounts sufficient to sustain cost-competitive production of separated NdPr, REE oxides or other REE products at the Mill or elsewhere;
• The inability of the Company to successfully or cost-competitively process other types of REEs and uranium-bearing ores and materials at the Mill, such as MREC or those produced from coal-based resources or Alternate Feed Materials;
• The inability of the Company to successfullyenhance and modify existing Mill facilities to commission or otherwise construct and operate its planned expansion of its Phase 1 Circuit and/or its Phase 2 Circuit at the Mill, and potentially other downstream REE activities, including metal-making and alloying, in the future at the Mill or elsewhere, at acceptable costs or at all;
• The risk of: permit and license challenges, the failure to obtain or retain any needed permit or license amendments, or changes in regulatory attitudes or interpretations. The Mill can produce RE Carbonate and/or separated NdPr, from uranium- ore and REE-bearing monazite sand ores, but additional permitting or licensing will be required to develop the Company’s planned Phase 1 Circuit expansion and Phase 2 Circuit and may be required to develop potential REE metal and metal alloy facilities at the Mill or elsewhere. The existing licensing regime and any new or existing permits or licenses or amendments that may be required are subject to challenge, which could delay or prevent existing production or any new construction, as well as any separation and other activities;
• The current shortage of supply of REEs and the resulting prices for REEs, and the fear that supplies of REEs may not be forthcoming on a timely basis to meet new demands for REEs, such as for permanent magnets for EVs and hybrid EVs, may encourage end-users to substitute away from REEs to advance and use other technologies to meet consumer demands for end products, which could result in a significant reduction in demand for and prices of REEs. Sustained reductions in the price of REEs would impact the Company’s returns from its REE initiatives and could render them infeasible;
• The risk that further exploration, permitting and development work on the Bahia Project, Vara Mada Project and Donald Project may result in a determination by the Company that developing a mine on any of those properties is not feasible;
• The risks associated with HMC or HMS product production at the Company’s Bahia Project, Vara Mada Project, Donald Project or any other HMS project acquired by the Company in the future, and the risks associated with HMC and HMS product pricing could impact the profitability of mining any of the Company’s Bahia Project, Vara Mada Project and Donald Project or any such other HMS projects, which could impact the supply of monazite available to the Company from such projects;
• The risk of conducting exploration and mining activities in Brazil, Madagascar or any other developing or less-developed country, including: the need to rely on English/Foreign Language translations provided by third parties;
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variations in laws, labor practices, and social norms that could impact the Company’s ability to conduct business in a timely and effective manner; and delays caused by cross-border logistics, such as import and export processes; and
• Increases in the supply of REEs through the addition of new mines and/or REE processing facilities could increase the global supply of REEs and reduce the price of REEs and REE products. Sustained reductions in the price of REEs would impact the Company’s returns from its REE initiatives and could render them infeasible.
Risks Associated with our HMS Initiatives
There are a number of risks inherent to our HMS activities, which, in addition to other applicable risks described in this Item 1A – Risk Factors, include the following:
• Failure to integrate acquisitions, including the Bahia Project, Vara Mada Project, Kwale Project and the Company’s interest in the Donald Project, and/or incorrectly assess the value or risks associated with such and other potential acquisitions;
• The risk that the Company will not be successful in working with the Government of Madagascar to agree upon and finalize fiscal and other terms applicable to the Vara Mada Project through an investment agreement, amendments to existing laws or other mechanisms as appropriate, and risks associated with the ability of the Company to maintain suitable fiscal terms or enforce any agreements with the Madagascar government over time;
• The risk that monazite will not be added to the Vara Mada Project’s mining permit on a timely basis, or at all or that all permits or required updates to any permits are not obtained on a timely basis, or at all;
• Risks associated with the reclamation and closure of the Kwale Project, including risks associated with the stability of tailings dams and other facilities;
• Risks associated with a Brazilian federal or state government delineating new conservation units or environmental protection areas or implementing a management plans or other restrictions that could impact planned exploration or production at the Bahia Project;
• Risks of challenges by special interest groups, political figures and other parties relating to our Bahia Project, Vara Mada Project, Kwale Project, Donald Project or any other HMS projects the Company may acquire or be associated with;
• The risk that a positive FID will not be made for the Vara Mada Project, Donald Project or Bahia Project on a timely basis or at all, and that any or all of the Vara Mada Project, Donald Project and/or Bahia Project will not be developed;
• Risks associated with fluctuations in price levels for HMC and HMS products, including the prices for ilmenite, rutile and zircon, which could impact planned production levels or the feasibility of production at any of our HMS projects;
• Risks related to conducting business operations in foreign countries including:
◦ heightened risks of: expropriation of assets; business interruption; increased taxation; import/export controls; unilateral modification of concessions and contracts; changes in laws and regulations; changes in interpretations and/or the application of laws and regulations; and negotiating and maintaining satisfactory fiscal stability and other material arrangements and obtaining foreign country government approvals on a timely basis or at all;
◦ risks associated with difficulties obtaining or maintaining safe, secure and reliable access to properties in project areas to conduct data collection and other activities, including but not limited to access needed to support the collection of baseline, geotechnical or other data, due to crime, community unrest or opposition to the Company’s projects;
◦ geopolitical and country risks, including the risk of government instability and associated risks; and
◦ human rights-related risks associated with the conduct of business in foreign countries, including risks associated with potential occurrences of forced labor, child labor, sex trafficking and other human rights abuses that the Company may not be able to identify and address; and
• Risks associated with our joint ventures, including risks associated with holding minority interests and managing relations with our joint venture partners.
Risks Associated with our TAT Radioisotope Initiatives
There are a number of risks related to our potential recovery of radioisotopes at the Mill for use in the development and production of emerging TAT cancer treatments, in addition to other applicable risks described in this Item 1A – Risk Factors, including:
• The risk that the potential recovery of such radioisotopes at the Mill may not be technically feasible or that the radioisotopes may not meet commercial specifications;
• The risk that such radioisotopes may not be economically feasible to produce or may not be able to be sold on a commercial basis at a sufficient price and quantity;
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• The risk that the Company is not able to enter into commercial commitments for the sale of offtake of radioisotopes that are adequate to justify the capital and other expenditures required to produce the radioisotopes;
• The risk that the Company may not be able to secure the reagents, materials, supplies and other components necessary for recovery of the radioisotopes on reasonable commercial terms or in adequate quantities;
• The risk that all required licenses, permits and regulatory approvals may not be obtained on a timely basis or at all;
• The risk that the medical isotopes derived from such radioisotopes produced at the Mill may not prove their efficacy at clinical trials and may not obtain all required approvals for commercial use;
• The development of competing cancer treatment therapeutics that could render the TAT therapeutics less attractive or obsolete;
• The current shortage of supply of such radioisotopes and the resulting prices for such radioisotopes, and the fear that supplies of the radioisotopes may not be forthcoming on a timely basis to meet new demands for cancer therapies, may encourage pharmaceutical companies to advance and use other technologies to meet consumer demands for end products, which could result in a significant reduction in demand for and prices of the radioisotopes the Mill is capable of producing. Sustained reductions in the price of such radioisotopes would impact the Company’s returns from its TAT initiatives and could render them infeasible; and
• Increases in the supply of such radioisotopes through the addition of radioisotope processing facilities, including the permitting and retrofitting of other uranium mills for the recovery of radioisotopes, or through the sales of radioisotopes by various U.S. or foreign governments from government production or existing government stockpiles, could increase the global supply of such radioisotopes and reduce the price of the radioisotopes. Sustained reductions in the price of such radioisotopes would impact the Company’s returns from its TAT radioisotope initiatives and could render them infeasible.
Risks Associated with our New Metals and Alloys Initiatives
There are a number of risks related to our new metals and alloys initiatives, including:
• The risk that our Scheme of Arrangement with ASM will not be completed on the terms previously announced or at all;
• The risk that we are not able to successfully become the largest, fully-integrated "mine-to-metal and alloy" producer outside of China;
• The risk that we are unable to close a critical strategic gap in global supply chains for magnet applications;
• The risk that the Mill proves incapable of separating monazite into REE oxides for use in ASM’s metallization facilities;
• The risk that we are not able to enhance vertical integration, margin capture, and/or market share across the REE value chain;
• The risk that we are unable to sell REE products to end-users at multiple stages;
• The risk that we are unsuccessful at addressing a lack of downstream REE refining and conversion capability;
• The risk that ASM’s Dubbo Rare Earth Project (if successfully acquired) does not strengthen our pipeline of REE development projects;
• The risk that our projects do not sufficiently supply the planned expansion of the White Mesa Mill;
• The risk that ASM’s American Metals Plant does not provide Energy Fuels with a de-risked plan to construct a metals and alloys facility in the United States, whether capable of producing 2,000 tpa of alloy or at all;
• The risk that we are unable to become the largest fully integrated producer of REE material outside of China, including for any or all of REE oxides, metals and alloys;
• The risk that the ASM acquisition (if successful) does not benefit our shareholders, ASM’s shareholders and/or our collective valued customers;
• The risk that we are unable to deliver an expanded suite of REE products;
• The risk that we are unable to expand metal and alloy making in the U.S.;
• The risk that ASM’s Dubbo project does not provide additional long-term REE development and growth opportunities to our existing mineral resource portfolio;
• The risk that we are unable to capture accretive opportunities, differentiate ourself amongst our peers and/or ultimately provide unique value to customers in the ex-China rare earth supply chain;
• The risk that our actions do not translate into increased margins, cash flows, or market share for the Company and our shareholders;
• The risk that our exploration, permitting and/or development projects cannot be brought into commercial production; and
• The risk that our investment in developing ASM’s Australian projects does not create skilled local jobs and/or boost the critical resources sector.
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Risks Relating to our Regulatory Environment
Our business is subject to extensive environmental regulations that may make exploring, mining or related activities expensive, and which may change at any time.
We are required to comply with environmental protection laws and regulations and permitting requirements promulgated by federal agencies and various states, provinces, counties and local governments in the countries in which we operate and conduct our activities in connection with extraction, mining, recovery and milling operations. The uranium industry, including concentrating, handling and processing monazite, is subject not only to the worker health and safety and environmental risks associated with all mining activities, but also to additional risks uniquely associated with uranium extraction, mining, recovery and milling. We expend significant resources, both financial and managerial, to comply with these laws and regulations. The possibility of more stringent regulations exists in the areas of worker health and safety, storage of hazardous materials, standards for heavy equipment used in extraction, mining, recovery or milling, the disposition of wastes, the decommissioning and reclamation of exploration, extraction, mining, recovery, milling and in-situ sites, climate change and other environmental matters, each of which could have a material adverse effect on the cost or the viability of a particular project.
We cannot predict what environmental legislation, regulations or policies will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted in the countries we operate. The recent trend in environmental legislation and regulation is generally toward stricter standards, and this trend is likely to continue in the future. This recent trend includes, without limitation, laws and regulations relating to air and water quality, mine and other facility reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands and cultural resources. These regulations may require the acquisition of permits or other authorizations for certain activities. These laws and regulations may also limit or prohibit activities on certain lands. Compliance with more stringent laws and regulations, changes in regulatory attitudes and approaches, as well as potentially more vigorous enforcement policies, stricter interpretation of existing laws and stricter permit and license conditions may necessitate significant capital outlays, may materially affect our results of operations and business or may cause material changes or delays in our intended activities. There can be no assurance of our continued compliance or ability to meet stricter environmental laws and regulations and permit or license conditions or changes in attitudes or interpretations relating thereto. Delays in obtaining permits and licenses could impact expected Goods’ production levels or increases in expected uranium, vanadium, REE, HMC and/or HMS product extraction or production levels.
Our operations may require additional analyses in the future, including environmental, cultural, and social impact and other related studies. Certain activities require the submission and approval of environmental assessments or the more comprehensive environmental impact statements, and the like. We cannot provide assurance that we will be able to obtain or maintain all necessary permits that may be required to continue operations or exploration and development of our properties or, if feasible, to commence construction, development, operation or other activities relating to mining facilities at such properties on terms that enable operations or activities to be conducted at economically justifiable costs. If we are unable to obtain or maintain licenses, permits or other rights for construction, development and operation of our properties, or otherwise fail to manage adequately future environmental issues, our uranium, vanadium, REE, HMC and/or HMS product recovery operations and metals and alloys production and mining activities could be materially and adversely affected.
Further, our business is subject to risks associated with increased regulatory requirements or changes in attitudes or interpretations relating thereto applicable to our operations in response to pressure from special interest groups or otherwise.
Changes in regulatory requirements or changes in attitudes or interpretations relating to existing regulatory requirements could have a material adverse effect on our operations and financial condition.
Our operations on U.S. federal lands may be impacted by mineral withdrawals or the designation of national monuments by the U.S. President or government, either of which could have significant impacts on the Company and our operations, as well as by other factors.
Mining claims on U.S. federal lands are subject to mineral withdrawals by the federal government or the designation of national monuments by the President of the U.S. under the Antiquities Act. In both cases, the withdrawal or the designation of a national monument withdraws the area from location and entry under the Mining Law, subject to valid existing rights. What this means is that no new mining claims may be filed on the withdrawn or designated lands and no new plans of operations may be approved, other than plans of operations on mining claims that were valid at the time of withdrawal or designation and that remain valid at the time of plan approval. Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM or USFS, as applicable. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes discovery of a valuable mineral deposit. We believe that all our material Arizona Strip projects are on valid mining claims that would withstand a mineral examination. Mineral claims that are in the exploration stage and upon which economic deposits have not yet been
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delineated are generally prevented from proceeding to the plan of operations stage during the withdrawal period or indefinitely in the case of the designation of a national monument. See the discussions under Part I, Item 1. Description of Business - U.S. Land Tenure , above, for a discussion on the recent Grand Canyon withdrawal and designation of the Ancestral Footprints of the Grand Canyon National Monument in Arizona and the Bears Ears National Monument in Utah, none of which are believed to have significant impacts on the Company at this time, but which have the potential to significantly impact the Company in the future.
In addition to the Grand Canyon withdrawal and the Ancestral Footprints of the Grand Canyon National Monument and Bears Ears National Monument, there are currently other designated or proposed withdrawals of federal lands for the purposes of mineral location and development and proposed designations of national monuments. While such proposals are not yet final and would require further federal action, if they were to occur, it is uncertain whether any such withdrawals or designations would affect in any manner our current mineral projects.
Any future withdrawal of mineral lands from location and entry or future designation of additional national monuments has the potential to prevent further development on exploration stage claims held by the Company in the affected area as well as the potential for the Company to lose the ability to continue to develop mining operations on other claims in the affected area if a mineral examination indicates the deposit is uneconomical and that the claim is not valid, either of which could have significant impacts on the Company.
The risks of exchanges of state-owned lands in mineral withdrawal areas or national monuments for federal lands outside the withdrawal area or national monument but that are within the boundaries of and affect any of our properties, or similar actions, could adversely impact our affected properties or our ability to operate our affected properties.
Possible amendments to the U.S. General Mining Law or other laws could make it more difficult or impossible for us to execute our business plan.
Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the U.S. Mining Law, as amended. Such bills have proposed, among other things, to (i) either eliminate or greatly limit the right to a mineral patent; (ii) significantly alter the laws and regulations relating to uranium mineral development and recovery from unpatented and patented mining claims; (iii) impose a federal royalty on production from unpatented mining claims; (iv) impose time limits on the effectiveness of plans of operation that may not coincide with mine or facility life; (v) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims; (vi) establish a mechanism that would allow states, localities and American Indian tribes to petition for the withdrawal of identified tracts of federal land from the operation of the U.S. general mining laws; and (vii) allow for administrative determinations that mining or similar activities would not be allowed in situations where unduedegradation of the federal lands in question could not be prevented. If enacted, such legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop locatable mineral resources on our patented and unpatented mining claims. Although it is impossible to predict at this point what any legislated royalties might be, enactment could adversely affect the potential for construction and development and the economics of existing operating mines and facilities. Passage of such legislation could adversely affect our financial performance.
The EPA has in recent years announced an intention to propose new rules that, if promulgated, could result in increases in mine surety arrangements to cover currently non-existing and unidentified potential future environmental costs, which could severely impact or render infeasible many existing or prospective mining operations. EPA dropped this proposal after considering comments received during the public participation process. Nevertheless, there is a risk that similar regulations could be proposed in the future, which could have significant impacts on the Company and the mining industry as a whole.
The SEC’s disclosure requirements for Mineral Reserves and Mineral Resources, as codified in Subpart 1300 of Regulation S-K 1300, create ambiguity for issuers required to comply with both the requirements of S-K 1300 and NI 43-101, and may result in increased compliance costs for the Company.
S-K 1300, as promulgated by the SEC and effective starting in 2021, requires that the Company disclose specific information related to its material mining operations, including its Mineral Resources and Mineral Reserves. While S-K 1300 is substantively the same as NI 43-101, it is relatively new compared to NI 43-101 and, thus, remains subject to unknown interpretations that could require the Company to incur substantial costs associated with compliance. Where substantive disclosure in one regulatory scheme is more restrictive/stringent than in the other, the Company opted to take the more restrictive/stringent approach in its technical reports. NI 43-101 has a prescribed format, whereas S-K 1300 does not; as such, the Company’s technical reports follow the formatting requirements of NI 43-101. Any further revisions to, or interpretations of, S-K 1300 or NI 43-101 could result in the Company incurring unforeseen costs associated with compliance, both in the U.S. and in Canada.
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We are a “large accelerated filer” and are subject to a fully integrated audit pursuant to the Sarbanes-Oxley Act.
The Company is a “large accelerated filer,” meaning that, as of December 31, 2025: (i) we had a public float of $700 million or more as of the most recently completed second fiscal quarter; (ii) we had been subject to the requirements of the Exchange Act Section 13(a) or 15(d) for a period of at least 12 calendar months; (iii) we filed at least one annual report pursuant to the Exchange Act Section 13(a) or 15(d), and (iv) we were not eligible to use the requirements for “smaller reporting companies” under the applicable revenue test.
As such, we are subject to a fully integrated audit pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, in order to assess, as of the most recent fiscal year-end, the effectiveness of the Company’s internal control structure and procedures for financial reporting, as reported in an audit report of our independent public accounting firm. As a result, there are risks that one or more significant deficiencies or material weaknesses may be identified in the Company’s internal controls and procedures requiring remediation.
Our future business and results of operations face uncertainties as a result of any action or inaction of the U.S. Government pursuant to its U.S. Uranium Reserve Program.
On December 27, 2020, the COVID-Relief and Omnibus Spending Bill, which included $75 million for the proposed establishment of a strategic U.S. uranium reserve, was signed into law (the “ U.S. Uranium Reserve Program ”). While the U.S. Uranium Reserve Program has made a number of appropriations, with the Company having sold some of its uranium inventory into the U.S. Uranium Reserve Program in 2023, there remains a risk that, if any future required appropriations passed by the U.S. Congress are deferred, or if they are implemented in a way that does not provide the required support for the Company’s activities, and uranium and vanadium markets do not support production activities and/or the Company’s REE and TAT initiatives are not adequate to otherwise sustain the Company’s other business activities, we may reduce our operational activities, including potentially monetizing certain non-core assets as required in order to minimize our cash expenditures while preserving our core asset base for increased production in the future as market conditions may warrant.
Participation in Industry Trade Petition and related activities could have negative repercussions.
The Company has previously participated in industry trade petitions, including in particular the filing of an industry trade petition under Section 232 of the Trade Expansion Act of 1962 (as amended) From Imports of Uranium Products that Threaten U.S. National Security with the U.S. Department of Commerce (“ DOC ”), and may choose to participate in similar undertakings now or in the future as it deems necessary and appropriate.
Although the Company believes the bipartisan appropriation was a significant accomplishment that has directly benefited Energy Fuels through the U.S. Uranium Reserve Program's first round of contract awards and that will ultimately strengthen the U.S. uranium mining industry, bolster national defense, and improve supply diversification for U.S. utilities and their customers, there is a risk that future contract awards, if any, may be given in a way that does not benefit the Company. There is also the potential for negative responses or repercussions to Energy Fuels' receipt of any such U.S. Uranium Reserve Program contract awards from various special interest groups, government entities, consumers of uranium and participants in other phases of the nuclear fuel cycle, both domestically and abroad, which could have a negative impact on the Company and its operations. In addition, the costs of pursuing such actions have been and could continue to be significant.
Participation in the renewal of the Russian Suspension Agreement and related activities could have negative repercussions.
In October 2020, the DOC and the State Atomic Energy Corporation Rosatom, acting on behalf of the Government of the Russian Federation, together signed an amendment (the “ Russian Amendment ”) to the “Agreement Suspending the Antidumping Investigation on Uranium from the Russian Federation” (the “ Russian Agreement ”), thereby extending limitations on the import of Russian LEU into the U.S. for use as fuel for nuclear reactors until the year 2040 and tightening restrictions in order to close loopholes identified in the original Russian Agreement. The Company participated with the DOC in its efforts to secure the Russian Amendment as an advocate for domestic uranium producers, which has the potential for negative responses or repercussions to these activities from various special interest groups, government entities, consumers of uranium and participants in other phases of the nuclear fuel cycle, both domestically and abroad, and could thereby negatively impact the Company and its operations.
The new or lasting impacts of the USMCA (formerly NAFTA) on the Company remain unclear, and any action by the President of the United States to withdraw from or materially modify certain other international trade agreements in the future could adversely affect our business, financial condition and results of operations, to the extent dependent on the jurisdiction of our incorporation.
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Although our primary trading market is the NYSE American, a majority of our outstanding voting securities are held by U.S. residents, we are a U.S. domestic issuer for SEC reporting purposes, and the Company’s head office is located in the U.S., the Company is incorporated in Ontario, Canada. On September 30, 2018, trade representatives acting on behalf of the U.S., Mexico and Canada renegotiated the terms of the North American Free Trade Agreement (“ NAFTA ”) in what is known as the United States-Mexico-Canada Agreement (“ USMCA ”), which entered into force on July 1, 2020 after being approved by the U.S. Congress. At this time, the new or lasting impacts of the USMCA on the Company remain unclear. In addition, if the President of the U.S. takes action to withdraw from or materially modify certain other international trade agreements, and such actions depend on the jurisdiction of our incorporation, then our business, financial condition and results of operations could possibly be adversely affected, depending on the nature of the action.
Risks Related to Our Business
Some of our mineral properties may never be put into a state of production.
In addition to the Vara Mada Project and Donald Project as described below, depending on REEs, HMS, uranium and vanadium prices, some of our mineral properties may never be put into a state of production. Only three of our properties – the Vara Mada, Pinyon Plain and Sheep Mountain mines – contain Mineral Reserves as defined under S-K 1300 and NI 43-101 as well as the Donald Project, in which we own a 9.48 % interest as of December 31, 2025. Because the probability of an individual prospect ever having Mineral Reserves as defined by S-K 1300 and NI 43-101 is uncertain, our other properties may not contain any Mineral Reserves. Even if Mineral Reserves are identified, depending on commodity prices, we may not put a property into a state of production due to insufficient capital or other reasons. Any funds spent on exploration, construction, development, E&R on any properties that are not put into production may be lost. We do not know with certainty that economically recoverable uranium. Vanadium, REEs, HMC or HMS products, as applicable, exist on all of our properties as defined by S-K 1300 and NI 43-101. Further, although we are undertaking uranium extraction activities at our Mill and are mining at several of our properties at current commodity prices, our lack of established Mineral Reserves on a number of our properties means that we are uncertain as to our ability to continue to generate revenue from our operations. We may never discover additional uranium, vanadium, REEs, HMC or HMS products in commercially exploitable quantities, and, depending on commodity prices, our identified deposits currently classified as Mineral Resources may never qualify as commercially mineable Mineral Reserves. We will continue to attempt to acquire the surface and mineral rights on lands that we think are geologically favorable or where we have historical information in our possession that indicates uranium, vanadium, REE and/or HMS mineralization might be present.
The exploration and, if warranted, construction relating to or development of mineral deposits involves significant financial and other risks over an extended period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. Major expenditures are required to establish Mineral Reserves by drilling and to construct mining and processing facilities at a site. Our operations and activities are subject to the hazards and risks normally incident to exploration and production of uranium, precious and base metals, HMC and HMS products, any of which could result in damage to life or property, environmental damage and possible legal liability for such damage. While we may obtain insurance against certain risks, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which we cannot insure or against which we may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance, or in excess of insurance coverage, or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our future earnings and competitive position and, potentially, our financial viability.
The Mill has historically been run on a campaign basis as sufficient feed materials are available, and there can be no assurance that sufficient mill feed will be available in the future to sustain future campaigns.
The Mill has historically operated on a campaign basis, whereby mineral processing occurs as mill feed, cash needs, contract requirements and/or market conditions may warrant. Each milling campaign is subject to receipt of sufficient mill feed that would allow us to operate the Mill on a profitable basis and/or recover a portion of its standby costs.
Due to significantly improved uranium prices in 2023, three of the Company’s conventional mines were brought back into operation near the end of the year, with the remaining conventional properties remaining either on standby, in the evaluation and permitting phase, undertaking rehabilitation and preparedness work or inactive. However, in times of depressed commodity prices when conventional mine production is entirely or significantly on standby, the Mill has relied primarily on processing Alternate Feed Materials and has also recycled tailings pond solutions for the recovery of uranium and vanadium. The Company continuously seeks to identify and secure additional Alternate Feed Materials and other sources of mill feed, such as materials from the cleanup of AUM sites. The Company is also continuing with its commercial production of separated NdPr and is in the process of permitting and developing its planned Phase 1 Circuit expansion and Phase 2 Circuit to allow for the
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expanded separation of REE oxides. However, there can be no assurance that sufficient conventional ores, Alternate Feed Materials, suitable tailings pond solutions, monazite, REEs and/or other sources of mill feed will be available in the future, or that our planned increases to production of separated REE oxides will be successful, so as to allow us to operate the Mill on a profitable basis and/or recover a portion of the Mill’s standby costs at any time.
There can be no guarantee that we will be able to enter into additional new term sales contracts in the future for our Goods on suitable terms and conditions.
The Company has six long-term sales contracts with U.S. nuclear utilities as of December 31, 2025 and is continuing to strategically pursue additional uranium sales commitments with pricing expected to have both fixed and market-related components. The Company believes that recent price increases, volatility and focus on security of supply in light of Russia’s ongoing invasion of Ukraine have increased the potential for the Company to make uranium sales and procure additional term sales contracts with utilities at pricing that sustains production and covers corporate overhead. However, there can be no guarantee that the Company will be able to enter into additional long-term contracts for the delivery of significant amounts of uranium at satisfactory prices in the future. Suitable fixed-price long-term contracts for vanadium, HMC and HMS products are generally not available and, generally, contracts for the sale of REE oxides and other REE products vary with the prices of REEs. Thus, there can be no guarantee that the Company will be able to enter into long-term contracts for the delivery of significant amounts of any of our Goods at satisfactory prices in the future. The failure to enter into new term sales contracts on suitable terms could adversely impact our operations and mining activity decisions and resulting cash flows and income.
Vanadium mineral resource estimates for the La Sal Complex are based in part on Mill production records.
For the Company’s La Sal Complex uranium-vanadium property, vanadium assay results are not available for all drill holes such that the vanadium mineral resource estimate is in part based on a ratio of vanadium to uranium supported by actual mill production records from the Mill. There is a risk that the use of a ratio based on Mill production records may increase the potential uncertainty in vanadium grades.
We face risks associated with the closure of Kwale Operations.
The closure of Kwale Operations and conclusion of mining and processing activities is subject to several risks for the Company including, but not limited to:
• adequate financial provisioning for closure and rehabilitation;
• environmental contamination, including soil erosion and water pollution;
• potential harm to personnel on site during closure, including employees and contractors;
• meeting and adherence to evolving regulations and standards, as well as international industry good practice;
• managing community and Government relations and expectations and addressing any concerns;
• technical challenges in implementing effective rehabilitation methods;
• long-term monitoring as part of ensuring rehabilitation effectiveness and management of the tailings storage facility;
• potential failure of long-term structures, such as tailings dams or other facilities;
• maintaining public trust and social license through communication and engagement; and
• resolving current and potential legal disputes on acceptable terms, including with community, government and government related bodies, third party royalty holders and site employees (for example, over contractual obligations, severance packages, and associated employment termination issues).
We face risks associated with our ability to earn our 49% interest in the Donald Project Joint Venture.
Our ability to earn up to a 49% interest in the Donald Project is dependent on the occurrence of a positive FID. The development of the Donald Project and the ability of the parties to approve the FID and to develop and operate the project is dependent on a number of factors including, but not limited to:
• the project being fully permitted;
• an evaluation of the economics of phase 1 of the Donald Project taking into account: the conclusions and recommendations in the Updated Phase 1 Definitive Feasibility Study; expected REE concentrate and HMC recoveries from the planned facilities; the development plan and budget for phase 1 of the Donald Project, and cash flow forecasts for both the joint venturers;
• the Company having secured commitments for satisfactory offtake and/or sales agreements for the separated REE products expected to be produced at the Mill or otherwise by the Company from the Donald Project REE concentrate;
• Astron and/or the joint-venture entity, Donald Project Pty Ltd, having secured commitments for satisfactory offtake and/or sales agreements for HMC;
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• Donald Project Pty Ltd having secured commitments for non-recourse and/or government-backed debt financing for the project development costs required in addition to the Company’s AUS$183 million earn-in amount;
• Donald Project Pty Ltd having secured certain land rights and/or access agreements for the project including its associated infrastructure;
• Donald Project Pty Ltd maintaining and renewing tenements relating to the Donald Project, including MIN5532, the current term of which expires in 2030 (and, for phase 2 of the project, the conversion of RL2002 into a mining lease);
• counter party risk in relation to Astron’s ability to perform its obligations under the Joint Venture Agreement;
• obtaining all required local, state and federal consents and approvals required on a timely basis; and
• securing construction and engineering contracts, as well as equipment and spare parts, on acceptable terms and in accordance with project requirements.
We may be unable to raise debt financing as may be required or desirable.
The Company may not be able to raise debt financing as may be required or desirable for planned expansion of our operations or for the development of projects with third parties in which we have a joint venture or other interest. The failure to raise debt financing on suitable terms or at all when required or desirable could have a material adverse effect on our operations and financial condition. We may not be able to enter into suitable offtake agreements to support project debt financing.
We may be unable to timely pay our outstanding debt obligations, which may result in us losing some of our assets covered by mortgage and/or other security arrangements, and which may adversely affect our assets, results of operations and/or future prospects.
We may from time to time enter into arrangements to borrow money in order to fund our operations and expansion plans, and such arrangements may include covenants that restrict our business in some way. We may also from time to time acquire properties whereby certain payment obligations owed to the seller are paid by us over time, with the seller’s sole remedy for non-payment by us being re-acquisition of the property. Events may occur in the future, including events out of our control, that would cause us to fail to satisfy our debt or financing instruments. In such circumstances, or if we were to default on our obligations under such debt or financing instruments, the amounts drawn in accordance with the underlying agreements may become due and payable before the agreed maturity date, and we may not have the financial resources to repay such amounts when due.
Although all our U.S. reclamation obligations are bonded, and cash and other assets have been reserved to secure a portion but not all the bonded amounts, to the extent the bonded amounts are not fully collateralized, we will be required to provide additional cash to perform our reclamation obligations when they occur. In addition, the bonding companies have the right to require increases in collateral at any time, failure of which would constitute a default under the bonds. In such circumstances, we may not have the financial resources to perform such reclamation obligations or to increase such collateral when due. Not all our non-U.S. reclamation obligations are bonded, although the Company generally seeks to maintain a cash or other reserve to cover anticipated reclamation costs for all projects. To the extent reclamation obligations are not bonded or adequate cash or other reserves are not set aside to cover anticipated reclamation costs, the Company may not have the financial resources to perform such reclamation obligations.
We may need additional financing in connection with the implementation of our business and strategic plans from time to time.
The exploration, construction, development and acquisition of mineral properties and the ongoing operation of mines and other facilities, including the Vara Mada Project, the Donald Project, the Bahia Project, and the planned Phase 1 Circuit expansion and proposed Phase 2 Circuit at the Mill, requires a substantial amount of capital and may depend on our ability to obtain financing through joint ventures, debt financing, equity financing and/or other means. We may accordingly need further capital in order to take advantage of further opportunities or acquisitions. Our financial condition, general market conditions, volatile REEs, HMC, HMS product, uranium and vanadium markets, volatile interest rates, legal claimsagainst us, a significant disruption to our business or operations, or other factors may make it difficult to secure financing necessary for the expansion of mining activities or to take advantage of opportunities for acquisitions. Further, volatility in the credit markets may increase costs associated with debt instruments due to increased spreads over relevant interest rate benchmarks, or may affect our ability, or the ability of third parties we seek to do business with, to access those markets. Continued volatility in equity markets, specifically including energy and commodity markets, may increase the costs associated with equity financings due to a low share price and may create the potential need for us to offer higher discounts and other value (e.g., warrants). There is no assurance that we will be successful in obtaining required financing as and when needed on acceptable terms, if at all.
We have experienced negative cash flows from operations and may need additional financing in connection with the implementation of our business and strategic plans from time to time.
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The Company has had negative cash flow from operations in prior years, and at low commodity prices a number of our mining properties will be on standby, making it less likely that the Company will be able to generate positive cash flows from operations in those circumstances. If the Company cannot generate positive cash flows from operations, its ability to fund its operations and implement its business plans may depend on its ability to obtain financing through joint ventures, debt financing, equity financing or other means. There can be no assurance that we will be able to achieve and maintain positive cash flow from operations to fund our financing needs. Further, if cash flows from operations are negative, there is no assurance that the Company will be able to raise additional funds, if needed, or that if any such additional funds are raised, that the Company will be able to raise such funds on commercially attractive terms. If we do not achievepositive cash flows or are unable to raise additional funds when needed, we may not be able to continue to fund our operations.
We are subject to costs associated with decommissioning and reclamation of our properties.
For so long as we are and remain the owner and operator of the Mill, Kwale Operations, the Nichols Ranch Project and numerous HMC, uranium, uranium/vanadium, REE and HMS projects and other facilities located in the U.S., Brazil, Africa and elsewhere, and certain other permitting, construction, development and exploration properties, we are obligated to ultimately reclaim or participate in the reclamation of our properties upon the occurrence of certain predetermined criteria using closely monitored and carefully developed, approved methods. Our reclamation obligations in the U.S. are bonded, and cash and other assets have been reserved to secure a portion, but not all, of the bonded amounts. Although our financial statements will record a liability for the asset retirement obligation, and the bonding requirements are generally periodically reviewed by applicable regulatory authorities, there can be no assurance or guarantee that the ultimate cost of such reclamation obligations will not exceed the estimated liability to be provided on our financial statements. Further, to the extent the bonded amounts are not fully collateralized, we will be required to come up with additional cash to perform our reclamation obligations when they occur.
Decommissioning plans for our properties in the U.S., and generally in other jurisdictions, have been filed with applicable regulatory authorities. These regulatory authorities have accepted the decommissioning plans in concept, not upon a detailed performance forecast, which has yet to be generated. Over time, further regulatory review of the decommissioning plans may result in additional decommissioning requirements, associated costs and the requirement to provide additional financial assurances, including as our properties approach or go into decommissioning. It is not possible to predict what level of decommissioning and reclamation (and financial assurances relating thereto) may be required in the future by regulatory authorities. The decommissioning and rehabilitation plan for Kwale Operations has been filed with the Kenyan NEMA with approval granted on September 25, 2024. While the financial statements of Base Resources provide for the estimated costs of this decommissioning and rehabilitation for Kwale Operations, there can be no assurance or guarantee that the ultimate cost of such decommissioning and rehabilitation will not exceed the estimated liability provided in the financial statements.
Our mineral properties may be subject to defects in title or risks of forfeiture.
We have investigated our rights to explore and exploit all our material properties and, to the best of our knowledge, those rights are in good standing. However, no assurance can be given that such rights will not be revoked, or significantly altered, to our detriment. There can also be no assurance that our rights will not be challenged or impugned by third parties, including by governments, surface owners, and non-governmental organizations.
The validity of unpatented mining claims on U.S. public lands is sometimes difficult to confirm and may be contested. Due to the extensive requirements and associated expense required to obtain and maintain mining rights on U.S. public lands, our properties are subject to various title uncertainties common to the industry with the attendant risk that there may be defects in title. In addition, certain lands have been withdrawn around the Grand Canyon National Park, including most recently in the newly established Ancestral Footprints of the Grand Canyon National Monument, from location and entry under the Mining Laws. All the Company’s properties located on the Arizona Strip, with the exception of its Wate Project and certain exploration properties held by the Company’s subsidiary, Arizona Strip Partners LLC, are located within the withdrawn lands and boundaries of the Grand Canyon National Monument. No new mining claims may be filed on the withdrawn lands and no new plans of operations may be approved, other than plans of operations on mining claims that were valid at the time of withdrawal and that remain valid at the time of plan approval. Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM or USFS, as applicable. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes discovery of a valuable mineral deposit. We believe that all our material Arizona Strip projects are on valid mining claims that would withstand a mineral examination. Further, our Arizona 1 Project has an approved plan of operations which, absent modification, would not require a mineral examination. Although our Pinyon Plain Project also has an approved plan of operations, which, absent modification, would not require a mineral examination, the USFS performed a mineral examination at that mine in 2012, and concluded that the underlying mining claims are valid existing rights (a decision which has been involved in a court challenge). However, market conditions may postpone or prevent the performance of mineral examinations on certain other
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properties and, if a mineral examination is performed on a property, there can be no guarantee that the mineral examination would not result in one or more of our mining claims being considered invalid, which could prevent a project from proceeding.
The granting of mineral rights in Brazil is performed in four steps: exploration authorization, right to request a mining concession, mining concession request and mining concession grant. Each step requires that certain actions must be taken, results must be achieved by the Company, and in some circumstances approvals must be obtained, within certain time periods, which can be extended or renewed in certain circumstances by the ANM. The Company’s mineral rights in Brazil are at risk of being forfeited if the Company fails to take the required actions, fails to achieve the required results or fails to obtain the required approvals, within the required time frames and ANM declines to extend or renew such time frames. The forfeiture of any such mineral rights could have a material adverse effect on our operations. See Part I, Item 2. The Bahia Project.
Certain of our properties, or significant portions thereof in various countries, are mineral leases or the equivalent that have fixed terms, both with State and private parties. Certain of our properties are subject to other agreements that may affect our ability to explore, permit, develop and operate them, including surface use, access and other agreements. There can be no guarantee that we will be able to obtain, renew or extend such leases and agreements on favorable terms or at all. The failure to renew any such leases or agreements could have a material adverse effect on our operations.
The Company’s operations in Africa may expose the Company to uncertain social, political or economic conditions and/or other risks. Government agencies or other counterparties could seek to assert rights of expropriation, renegotiation or nullification of existing concessions, contracts and pricing benchmarks, challenges to title to properties or mineral rights or delays renewing licenses and permits.
Because we may be unable to secure access rights to certain of our properties, we may be unable to explore and/or advance such properties.
We are currently in the process of negotiating and clarifying access rights to certain of our properties, such as the Roca Honda Project, the Wate Project, the Donald Project, the Bahia Project and the Vara Mada Project, with private landholders or holders of various types of surface or habitation rights, including relocations of inhabitants to more suitable locations, in accordance with applicable local and international protocols, in certain circumstances. There can be no guarantee that we will be able to negotiate or clarify such access rights on favorable terms, or at all. The failure to negotiate or clarify such access rights on suitable terms could have a material adverse effect on our operations.
We face heightened risks relating to the business we conduct in foreign jurisdictions which could have a material adverse effect on our operations, liquidity and/or financial condition.
The Company faces a number of risks related to conducting business operations in foreign jurisdictions (including Brazil, Australia, Africa and (pending the successful acquisition of ASM) South Korea), such as heightened risks of political instability, expropriation of assets, business interruption, increased taxation, import/export controls, unilateral modification of concessions and contracts. We also face the typical risks associated with doing business in foreign countries, including: different market and economic forces, resulting from new business environments with new competitors and different consumer preferences; dealing with local suppliers who may have a strong foothold in the area; the need to build up brand awareness and trust in a new market; different customer and supplier demographics; language and cultural barriers; extreme weather events and natural disasters that can present a sustained business risk relating to supply logistics and other factors; the additional requirements of foreign legal systems; the impacts of foreign tax requirements; the need to comply with foreign regulations and operations compliance; the need to comply with foreign legal systems, including as they relate to contract enforceability; the requirement to stay abreast of and remain in compliance with changing laws and regulations; inconsistent application of existing laws; social unrest; and the lack of purchasing power parity compared to domestic competitors. Any number of these risks could have a material adverse effect on our operations, liquidity and/or financial condition.
The Company may face tax risks in certain operating foreign jurisdictions and unexpected taxes could be imposed on us which could have a material and adverse effect on our financial position.
Our operations and business in foreign jurisdictions, including Brazil, Australia, Africa and (pending the successful acquisition of ASM) South Korea, may increase our susceptibility to sudden tax changes. Taxation laws in these jurisdictions are complex, subject to varying interpretations and applications by the relevant tax authorities and subject to changes and revisions in the ordinary course. Any unexpected taxes imposed on us could have a material and adverse impact on our financial position.
Our operations outside the United States and Canada require us to comply with a number of United States, Canadian and international regulations, violations of which could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
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Our operations outside the U.S. and Canada require us to comply with a number of U.S., Canadian and other international regulations. For example, our operations in countries outside the U.S. and Canada are subject to the U.S. Foreign Corrupt Practices Act (“ FCPA ”), which prohibits U.S. 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 unfairadvantage, as well as to the Corruption of Foreign Public Officials Act (“ CFPOA ”), which is the Canadian equivalent of the FCPA and the Australian anti-bribery laws set out in the Australian Criminal Code Act 1995 (Cth) (the “ CCA ”). Our activities create the risk of unauthorized payments or offers of payments by our 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 our control. We have internal control policies and procedures and have implemented training and compliance programs for our employees and agents with respect to the FCPA, CFPOA and CCA. However, we cannot assure that our policies, procedures, and programs will always protect us from reckless or criminal acts committed by our employees or agents. We are also subject to the risks that our 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 severecriminal or civil sanctions, and we may be subject to other liabilities, which could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
Our operations in Africa expose us to regional-specific social, political, economic and/or other risks.
The Company’s operations in Africa may expose us to uncertain social, political or economic conditions and/or other risks. Government agencies or other counterparties could seek to assert rights of expropriation, renegotiation or nullification of existing concessions, contracts and pricing benchmarks, challenges to title to properties or mineral rights or delays renewing licenses and permits. Such government agencies or other counterparties may also seek to impose onerous fiscal policy, onerous regulation, changes in law or policy governing existing operations, financial constraints and unreasonable taxation.
There is also a risk that foreign public officials or government agencies will act unreasonably towards us. There can be no assurance that these foreign public officials or government agencies or other counterparties will not take the steps noted above in respect of the Company’s operations and, if any such steps are taken, there can be no assurance that sufficient remedies will be available to recoup the investments that have been made to date in such areas. The occurrence of any such events in respect of the Company’s operations in such foreign nations could adversely affect the Company’s business and results of operations.
The development of the Vara Mada Project requires certain actions of the Government of Madagascar and the Company, including formalizing the terms and conditions set out in the Madagascar MOU, agreement upon and promulgation of an enforceable Stability Mechanism and the satisfaction of other material conditions, which may not occur on a timely basis, or at all. Further, the development of the Vara Mada Project is dependent on several factors beyond our control.
Development of the Vara Mada Project is dependent on several factors including, but not limited to:
• securing requisite fiscal and legal stability through the implementation of the Stability Mechanism;
• formalizing the terms and conditions of the Madagascar MOU;
• the Company advancing activities necessary to achieve a FID;
• satisfaction of the terms and conditions of the Madagascar MOU by both the Company and the Government of Madagascar;
• having monazite included as a mineral for exploitation on the Vara Mada exploitation permit on a timely basis;
• securing requisite and timely land access for the Vara Mada Project area and its associated infrastructure areas to support additional baseline studies, hydrogeological studies, permitting activities, development activities, geotechnical work, construction and mining operations;
• access to adequate capital to fund development;
• completion of updates to the project Environmental and Social Impact Assessment (“ ESIA ”) and receipt of related Project approvals;
• obtaining regulatory consents and approvals necessary for, or exemptions beneficial to, development and production on a timely basis;
• commodity prices and securing necessary offtakes on reasonable terms;
• geotechnical conditions;
• recruitment and retention of appropriately skilled and experienced employees, contractors and consultants; and
• securing and maintaining positive relations with host communities and regional and national governments/officials.
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We face risks associated with a Brazilian federal or state government enacting or managing a conservation unit or environmental protection area which could have a material adverse effect on our operations, liquidity and/or financial condition.
In respect of the Company’s Bahia Project in Brazil, there is a risk of a Brazilian federal or state government enacting or managing a conservation unit or environmental protection area or implementing a management plan in connection therewith that could impact planned production at or restrict the Company’s ability to or prevent the Company from mining the Company’s Bahia Project, or portions thereof. Such an action could have a material adverse effect on our operations, liquidity and/or financial condition.
We are subject to foreign currency risks which could have a material impact on our cash flows and profitability.
Our operations are subject to foreign currency fluctuations. Our operating expenses and revenues are primarily incurred in U.S. dollars, while some of our cash balances and expenses are measured in Canadian dollars and Brazilian Real. The operations of the 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 fluctuation of the Canadian dollar, Australia dollar, Brazilian Real, Kenyan Shilling and/or Malagasy Ariary in relation to the U.S. dollar will consequently have an impact on our profitability and may also affect the value of our assets and shareholders’ equity. In addition, any strengthening of the U.S. dollar relative to other currencies makes our mineral E&R less competitive in relation to similar activities in other countries and could have a material impact on our cash flows and profitability and affect the value of our assets and shareholders’ equity.
We may not realize the anticipated benefits of previous acquisitions which could impair our results of operations, profitability and/or financial results.
We may not realize the anticipated benefits of acquiring: the Bahia Project in Brazil in 2023, the Donald Project in Australia in 2024 (by way of up to a 49% earn-in interest), Base Resources in 2024, including the Vara Mada Project (then known as the Toliara Project) and Kwale Project in Africa, and ASM (acquisition pending) due to integration, operational and market challenges relating to our Goods. Decreases in commodity prices have required us to place or maintain a number of acquired properties and facilities on standby and to defer permitting and construction and development activities on certain other acquired assets, until market conditions warrant otherwise, and, in some cases, we have elected to sell or abandon certain of these properties (in some cases, at a loss). Our success following those acquisitions will depend in large part on the success of our management in valuing the acquired assets and integrating the acquired assets into the Company. Our failure to properly value the assets and to achieve such integration and to mine or advance such assets could result in our failure to realize the anticipated benefits of those acquisitions and could impair our results of operations, profitability and/or financial results.
We prepare estimates of future uranium, uranium/vanadium, REE (monazite), HMC and HMS product E&R, and future metals and alloys production, and there are no assurances that such estimates will be achieved.
We may from time to time prepare estimates of future uranium, vanadium, monazite, REE, HMS or other mineral E&R, or future metals and alloys production (pending the successful acquisition of ASM), or increases in - or relating to our ability to increase, as market conditions warrant or otherwise - uranium, vanadium, monazite, REE, HMS or other mineral E&R, or future metals and alloys production, for particular operations. No assurance can be given that any such E&R or production estimates will be achieved, nor can assurance be given that E&R or production increases will be achieved in a cost effective or timely manner. Failure to achieve such estimates at all or in a cost-effective or timely manner could have an adverse impact on our future cash flows, earnings, results of operations and financial condition. These estimates are based on, among other things, the following factors: the accuracy of Mineral Resource and Mineral Reserve estimates; the accuracy of assumptions regarding ground conditions and physical characteristics of mineralized materials, such as hardness and presence or absence of particular metallurgical characteristics; the accuracy of estimated rates and costs of extraction, recovery and processing/production; assumptions as to future commodity prices; assumptions relating to changes in laws, regulations or policies, or lack thereof, that could impact the cost and time required to obtain regulatory approvals, licenses and permits; assumptions relating to obtaining required licenses and permits in a timely manner, including the time required to satisfy environmental analyses, consultations and public input processes, and any geopolitical considerations; assumptions relating to challenges to or delays in the licensing and permitting process; and assumptions regarding any appeals or injunctions, or lack thereof, relating to any approvals, licenses or permits.
Our actual uranium, vanadium, monazite, REE, HMC, HMS product or other mineral E&R, and future metals and alloys production, may vary from their estimates for a variety of reasons, including, among others: actual mineralized material extracted, mined or recovered varying from estimates of grade, tonnage, dilution, metallurgical and other characteristics; short-term operating factors relating to the Mineral Resources and Mineral Reserves, such as the need for sequential construction or
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development of mineralized materials or deposits and the processing of new or different mineral grades; risk and hazards associated with E&R and metals and alloys production; natural phenomena, such as inclement weather conditions, underground floods, earthquakes, pit wall failures and cave-ins; unexpected labor shortages or strikes; varying conditions in the commodities markets; geopolitical considerations in the jurisdictions in which we operate; and delays in obtaining or denial, challenges or appeals of regulatory approvals, licenses and permits or renewals of existing approvals, licenses or permits.
We depend on the issuance of license amendments and renewals, which cannot be guaranteed.
We maintain regulatory licenses and permits in order to operate our Mill and Nichols Ranch Project, and conventional mines and other projects and facilities, which are subject to renewal from time to time and are required in order to operate in compliance with applicable laws and regulations. In addition, depending on our business requirements, it may be necessary or desirable to seek amendments to one or more of our licenses or permits from time to time. While we have been successful in renewing our licenses and permits on a timely basis in the past and in obtaining such amendments as have been necessary or desirable, there can be no assurance that such license and permit renewals and amendments will be issued by applicable regulatory authorities on a timely basis or at all in the future.
We will need to continuously add to our Mineral Reserve and Mineral Resource base and to expand our sources of Alternate Feed Materials.
The majority of our properties do not contain any Mineral Reserves under S-K 1300 and NI 43-101. See Item II. Cautionary Note to Investors Concerning Disclosure of Mineral Resources and Reserves .
Our material uranium Mineral Resources are located at the Nichols Ranch Project, the Pinyon Plain Project, the Roca Honda Project, the Sheep Mountain Project, the Bullfrog Project and the La Sal Project. These projects are our primary sources (and potential sources) of current and future uranium concentrates. Unless other Mineral Resources or Mineral Reserves are discovered or extensions to existing resource bodies are found, our sources of extraction, production and recovery for uranium concentrates will decrease over time as our current Mineral Resources and Mineral Reserves (contained at the Pinyon Plain and Sheep Mountain mines) are depleted.
There can be no assurance that our future exploration, construction, development and acquisition efforts will be successful in replenishing our Mineral Resources or finding or developing Mineral Reserves. In addition, while we believe that many of our properties will eventually engage in extraction or mining activities, such as the Bahia Project, the Vara Mada Project and the Donald Project, there can be no assurance that they will be placed into such activities, or that they will be able to replace current extraction or mining activities.
We also recover uranium by processing Alternate Feed Materials at the Mill. There can be no assurance that additional sources of Alternate Feed Materials will be forthcoming in the future on commercially acceptable terms or otherwise, or that we will be successful in receiving all required regulatory approvals, licenses and permits on a timely basis to allow for the receipt and processing of any such Alternate Feed Materials.
In addition, we rely on monazite for our Phase 1 Circuit and proposed Phase 2 Circuit production at the Mill. There can be no assurance that additional sources of monazite will be forthcoming in the future on commercially acceptable terms or otherwise, or that the Bahia Project, Vara Mada Project and/or Donald Project, which are currently in various phases of exploration, permitting and development, will be commercially profitable.
Our sales of Goods expose us to the risk of non-payment.
Our sales of Goods expose us to the risk of non-payment. We manage this risk by monitoring the credit worthiness of our customers and requiring prepayment or other forms of payment security from customers with an unacceptable level of credit risk. Most of the Company’s uranium sales are to major nuclear utilities, which pose a relatively low risk of non-payment due to their large size and capitalization.
We are dependent on key personnel and qualified and experienced employees.
Our success will largely depend on the efforts and abilities of certain senior officers and key employees, some of whom are approaching retirement. Certain of these individuals have significant experience in the uranium, REE, HMS and (pending the successful acquisition of ASM) metals and alloys industries. The number of individuals with significant experience in these industries is small. While we do not foresee any reason why such officers and key employees will not remain with us, other than through retirement, if for any reason they do not, we could be adversely affected. We have not purchased key person life insurance for any of these individuals, other than for our Chief Executive Officer (“ CEO ”).
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Our compensation programs include cash and equity incentive compensation components designed to attract and retain qualified personnel, which, in the case of our equity incentive programs, contain both time-vesting and performance-based requirements that also help retain qualified personnel. Further, all current and future executive officers of the Company receive, or are expected to receive, employment agreements with the Company, which also serve to attract and retain qualified personnel. In addition, the Company prioritizes the development of its existing management personnel and the advancement of existing personnel to fill vacancies as they arise, which the Company believes is an important element in developing, attracting and retaining the most qualified management personnel.
Nevertheless, our success will depend on the availability of qualified and experienced employees to work in our operations and our ability to develop, attract and retain such employees. The number of individuals with relevant mining and operational experience in the Company’s key industries, especially the U.S. uranium, and REE, HMS industries and metals and alloys, is small. As the Company grows there is a risk that we may not be able to grow our qualified workforce and management team in pace with the growth of our business and activities, which could hamper our growth efforts.
We are dependent on business partner, government and third-party consents and approvals.
We have a number of joint ventures and other business relationships from time to time relating to our properties and projects, including key projects, such as the Arkose Mining Venture and the Donald Project, which can restrict our ability to act unilaterally with respect to those projects in certain circumstances. There can be no assurances that we will be able to maintain relationships with our joint venture and business partners to allow for satisfactory exploration, permitting, construction, development, extraction, mining, recovery or milling relating to any such projects. Our operations and activities are also dependent from time to time on receiving government and other third-party consents and approvals. There can be no assurances that all such consents and approvals will be forthcoming when required.
Certain of our directors may be in a position of conflict of interest with respect to the Company due to their relationship with other resource companies.
Some of our directors are also directors of other companies that are similarly engaged in the business of acquiring, exploring and developing natural resource properties. Such associations may give rise to conflicts of interest from time to time. In particular, one of the consequences will be that corporate opportunities presented to a director may be offered to another company or companies with which the director is associated and may not be presented or made available to us. Our directors are required by law to act honestly and in good faith with a view to the best interests of the Company, to disclose any interest which they may have in any project or opportunity of the Company, and to abstain from voting on such matter. Conflicts of interest that arise will be subject to and governed by the procedures prescribed in our Code of Business Conduct and Ethics and by the OBCA.
Our relationship with our employees may be impacted by changes in labor relations which could have a material adverse impact on our cash flows, earnings, results of operations, and/or financial condition.
One of our subsidiaries, Base Titanium Limited (“ Base Titanium ”), is a party to a collective bargaining agreement for a significant portion of its Kwale Operations workforce; however, none of our other operations or activities currently directly employ unionized workers who work under collective agreements. There can be no assurance that our employees or the employees of our contractors will not become unionized in the future or, in relation to Base Titanium, that it will not become the subject of industrial action in relation to the portion of its Kwale Operations workforce that work under a collective agreement, which may impact our mine closure and reclamation activities. Any lengthy work stoppages may have a material adverse impact on our future cash flows, earnings, results of operations and/or financial condition.
Investors in jurisdictions outside of Canada may have difficulty bringing actions and enforcing judgments under their respective jurisdiction's securities laws against an Ontario corporation.
Although our primary trading market is the NYSE American, a majority of our outstanding voting securities are registered in the names of holders in the U.S. and we are a U.S. domestic issuer for reporting purposes with the SEC, our head office is in the U.S., the Company was incorporated in Ontario and, as a result, investors in the U.S. or in other jurisdictions outside of Canada may have difficulty bringing actions and enforcing judgments against us, our directors, our executive officers and some of the experts named in this Annual Report and the Company’s other SEC filings, including the Annual Report on Form 10-K (“ Form 10-K ”) for fiscal year 2023, based on civil liabilities provisions of the federal securities laws or other laws of the U.S. or any state thereof or the equivalent laws of other jurisdictions of residence.
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An information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or reputation.
To meet business objectives, the Company relies on both internal information technology (“ IT ”) systems and networks and those of third parties and their vendors to process and store sensitive data, including confidential research, business plans, financial information, process technology, intellectual property and personal data that may be subject to legal protection. The extensive information security and cybersecurity threats, which affect companies globally, pose a risk to the security and availability of these IT systems and networks, and to the confidentiality, integrity, and availability of the Company’s sensitive data. The Company continually assesses these threats and makes investments to increase internal protection, detection and response capabilities, as well as to ensure the Company’s third-party providers have the required capabilities and controls to address this risk on an ongoing basis. In addition, we provide confidential and proprietary information to our third-party business partners in certain cases where doing so is necessary to conduct our business. While we obtain assurances from those parties that they have systems and processes in place to protect such data and, where applicable, that they will take steps to ensure the protections of such data by third parties, those partners may nonetheless also be subject to data intrusion or otherwise compromise the protection of such data. Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of our IT systems or other means, could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that could be material. To date, the Company has not experienced any material impact to the business or operations resulting from information or cybersecurity attacks; however, because of the frequently changing attack techniques, along with the increasing volume and sophistication of the attacks paired with the increasingly high exposure of the Company due to its efforts to compete internationally in the REE and HMS industries, there is the potential for the Company to be targeted and adversely impacted. The Company may not maintain cybersecurity insurance having sufficient coverage to cover all financial losses, or any at all, in the event of an information security or cyber incident.
Artificial intelligence presents risks and challenges that can impact our business by posing security risks to our confidential information, proprietary information and personal data.
Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability or other adverse consequences to our business operations. We have adopted and at some levels integrated, and intend to continue utilizing and potentially expanding in the future, certain AI tools into our systems for specific use cases. In addition, our vendors and other service providers may incorporate generative AI tools into their offerings without disclosing or fully clarifying this use to us, and the providers of these generative AI tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection, which may inhibit us or our vendors’ and other service providers’ ability to maintain an adequate level of service and security. If we or others with whom we work experience an actual or perceived breach of privacy or security incident because of the use of generative AI, we may losevaluable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property. Any of these outcomes could damage our reputation, cause us to incur significant liability and have a material adverse effect on our business, financial condition and results of operations.
The Company may compromise or lose its proprietary technology or intellectual property in certain circumstances, which could result in a loss in the Company’s competitive position and/or the value of its intangible assets.
The increased reliance on technology, coupled with the Company’s developing REE and radioisotope initiatives, which involve novel technology developed in part by the Company or in part by others and by consultants, may expose the Company to material risks of theft or loss of proprietary technology and other intellectual property, including technical data, business processes, data sets or other sensitive information. Among the risks faced by the Company are:
• failure to obtain patents or trade rights when available;
• failure to adequately contractually establish rights to proprietary technology and other intellectual property in joint venture situations or other situations where the Company and its co-venturers, other business associates or consultants may be jointly contributing to the development of proprietary technology and other intellectual property;
• failure to adequately limit rights or access to unprotected proprietary technology and other intellectual property;
• failure to adequately identify and enforce infringements of proprietary technology and other intellectual property;
• the risk of theft of technology, data and intellectual property through a direct intrusion by private parties or foreign actors, including those affiliated with or controlled by state actors;
• the risk of reverse engineering by joint venture partners or other parties, including those affiliated with state actors, and any patents the Company may have being subsequently infringed or know-how or trade secrets being stolen;
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• the Company may be required to compromise protections or yield rights to technology, data or intellectual property in order to conduct business in or access markets in a foreign jurisdiction, either through formal written agreements or due to legal or administrative requirements in the host nation; and
• the Company may inadvertentlyviolate the intellectual property rights of others, which could result in the loss of intellectual property the Company had believed it had developed or acquired, and/or damages payable to others.
The Company takes what it considers to be reasonable steps to protect its proprietary technology and intellectual property, but there can be no assurance that it will successfully protect its proprietary technology and intellectual property in all circumstances. There is therefore a risk that the Company may compromise or lose its proprietary technology and intellectual property in certain circumstances, which could result in a loss in the Company’s competitive position and/or the value of its intangible assets.
We may be required to provide financial statements of one or more of our equity method investees in our annual reports on Form 10-K and rely on our equity method investees to provide us with these financial statements to fulfill our SEC reporting obligations.
We account for our economic ownership interest in our equity method investments using the equity method of accounting. Pursuant to Rule 3-09 of Regulation S-X (“ Rule 3-09 ”), we may be required to provide in our annual reports on Form 10-K financial statements for our equity method investments (the “ Regulation S-X Financial Statements ”). If required to provide Regulation S-X Financial Statements for these equity method investees, we have relied, and may in the future rely, on these equity method investees to provide us with their Regulation S-X Financial Statements. In addition, we do not control the financial reporting process of our equity method investees and cannot change the way in which these equity method investees report their respective financial results.
These equity method investees may not provide us with the Regulation S-X Financial Statements necessary to enable us to complete our SEC filings on a timely basis or at all. If we are required to provide Regulation S-X Financial Statements for any of our equity method investees and are unable to do so, it may cause us to no longer be deemed timely and current with our SEC reporting obligations. In such event, we could become ineligible to use a registration statement on Form S-3. In addition, the SEC may not declare effective any registration statement that we file in connection with an offering that requires the financial statements under Rule 3-09 to be included. Any resulting inability to complete a registered offering may materially adversely impact our business, liquidity position, growth prospects, financial condition and results of operations.
Our method of accounting for equity investments in other companies held by the Company could result in material changes to the Company’s financial results that are not fully within the Company’s control.
The Company accounts for investments over which it exerts significant influence, but not control, over the financial and operating policies through ASC Topic 323 – Equity Method and Joint Ventures. Changes in income or loss in these investments are recognized in Loss from unconsolidated affiliates in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The resulting related gains or losses are not fully within the control of the Company and could be material.
Servicing the Notes or future debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay for the Notes or other future debt.
Our ability to make scheduled payments of the principal of, to pay interest on or to refinance the Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control, as well as the ability of our subsidiaries to pay dividends or make loans or other distributions to us. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flows, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional debt or equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
We may still incur substantially more debt or take other actions which would intensify the risks discussed above.
We and our subsidiaries may be able to incur substantial additional debt in the future, subject to restrictions contained in any future debt instruments, some of which may be secured debt. We are not restricted under the terms of the indenture governing the Notes from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms of the indenture governing the Notes that could have the effect of diminishing our ability to make payments on our debt, including future debt and the Notes, when due.
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We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash or to repurchase the Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes.
Upon the occurrence of a fundamental change (as defined in the indenture governing the Notes), subject to certain conditions and limited exceptions, we will be required to offer to repurchase from holders all or a portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, upon conversion of the Notes, unless we elect to deliver solely Common Shares to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Notes surrendered or pay cash with respect to Notes being converted. In addition, our ability to repurchase the Notes or to pay cash upon conversions of the Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to make an offer to repurchase Notes at a time when the offer to repurchase is required by the indenture governing the Notes or to pay any cash payable on future conversions of the Notes as required by the indenture governing the Notes would constitute a default under the indenture governing the Notes. A default under the indenture governing the Notes or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Notes or make cash payments upon conversions thereof.
The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of the Notes is triggered, holders of Notes will be entitled to convert their Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely Common Shares (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
Conversion of the Notes may dilute the ownership interest of our shareholders or may otherwise depress the price of our Common Shares.
The conversion of some or all of the Notes may dilute the ownership interests of our shareholders. Upon conversion of the Notes, we have the option to pay or deliver, as the case may be, cash, Common Shares, or a combination of cash and Common Shares. If we elect to settle our conversion obligation in Common Shares or a combination of cash and Common Shares, any sales in the public market of our Common Shares issuable upon such conversion could adversely affect prevailing market prices of our Common Shares. In addition, the existence of the Notes may encourage short selling by market participants because the conversion of the Notes could be used to satisfy short positions, or anticipated conversion of the Notes into our Common Shares could depress the price of our Common Shares.
Certain provisions in the indenture governing the Notes may delay or prevent an otherwise beneficial takeover attempt of us.
Certain provisions in the indenture governing the Notes may make it more difficult or expensive for a third party to acquire us. For example, the indenture governing the Notes requires us, in certain circumstances, to repurchase the Notes for cash upon the occurrence of a fundamental change and, in certain circumstances, to increase the conversion rate for a holder that converts its Notes in connection with a make-whole fundamental change. A takeover of us may trigger the requirement that we repurchase the Notes and/or increase the conversion rate, which could make it costlier for a potential acquirer to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.
The capped call transactions may affect the value of the Notes and our Common Shares.
In connection with the pricing of the Notes, we entered into capped call transactions with certain counterparties. The capped call transactions cover, subject to anti-dilution adjustments, the number of Common Shares initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to our Common Shares upon any conversion of notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.
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We have been advised that, in connection with establishing their initial hedges of the capped call transactions, the counterparties or their respective affiliates entered into various derivative transactions with respect to our Common Shares.
In addition, the counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our Common Share and/or purchasing or selling our Common Shares or other securities of ours in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and may do so in connection with any repurchase of the Notes and/or during any observation period related to a conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of our Common Shares or the Notes.
We are subject to counterparty risk with respect to the capped call transactions, and the capped call transactions may not operate as planned.
The counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the counterparties will not be secured by any collateral. Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions.
If a counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transaction with such counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common shares. In addition, upon a default by a counterparty, we may sufferadverse tax consequences and more dilution than we currently anticipate with respect to our common shares.
We can provide no assurances as to the financial stability or viability of the counterparties.
In addition, the terms of the capped call transactions may be subject to adjustment, modification or, in some cases, renegotiation in the event of certain corporate and other transactions. The capped call transactions may not operate as we intend in the event that we are required to adjust the terms of such instruments as a result of transactions in the future or in the event of other unanticipated developments that may adversely affect the functioning of the capped call transactions.
General Risk Factors
We are subject to Global Economic Risks.
In the event of a general economic downturn or a recession, there can be no assurance that our business, financial condition and results of operations would not be materially adversely affected. During the global financial crisis of 2007-2008, economic problems in the U.S. and Eurozone caused deterioration in the global economy as numerous commercial and financial enterprises either went into bankruptcy or creditor protection or had to be rescued by governmental authorities. Access to public financing was negatively impacted by sub-prime mortgage defaults in the U.S., the liquidity crisis affecting the asset-backed commercial paper and collateralized debt obligation markets, and massive investment losses by banks with resultant recapitalization efforts. Moreover, the occurrence of unforeseen or extended catastrophic events, including in particular the COVID-19 pandemic, and the emergence of a future pandemic or other widespread health emergency (or concerns over the possibility of such an emergency) could create economic and financial disruptions. These types of challenges can impact commodity prices, including for our Goods, as well as currencies and global debt and stock markets. As a result of COVID-19, or in the case of a future pandemic or other widespread health emergency, quarantine or otherwise, requirements or circumstances may require the Company to change the way it conducts its business and operations, including requiring the Company to reduce or cease operations at some or all its facilities for an indeterminate period of time. Furthermore, our critical supply chains may similarly be disrupted for an indeterminate amount of time. All these factors could have a material impact on the Company’s business, operations, personnel and financial condition.
These types of challenges may impact our ability to obtain equity, debt or other financing on terms commercially reasonable to us, or at all. Additionally, these types of factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairmentlosses. If these types of challenges occur, or if there is a material deterioration in general business and economic conditions, our operations could be adversely impacted and the trading price of our securities could be adversely affected.
Changes in U.S. laws and policies regulating international trade, including the imposition of import tariffs, changes to regulations affecting cross-boarder trade and transactions, trade and other disputes between the United States and other jurisdictions, or USAID funding cuts, and retaliatory measures by other jurisdictions in response to U.S. measures, may adversely impact our business, financial condition and results of operations.
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There continues to be discussion and dialogue in the U.S. Government regarding potential changes to U.S. legislation, regulations, import tariffs, administrative measures, and policies that affect trade and transactions with other countries including Canada, China, the European Union, Mexico, and other U.S. trading partners, and potential retaliatory tariffs and other measures by such countries. Since the inauguration of U.S. President Donald Trump in January 2025, the U.S. Government has announced tariff actions against certain imported goods and has issued an “America First Trade Policy” memorandum that could lead to additional tariff and trade measures. Additionally, the U.S. Government imposes economic sanctions and trade restrictions against certain countries and persons from time to time. If the U.S. Government imposes such tariffs, sanctions, trade restrictions, or other measures against products and materials that we import to the U.S. or the relevant suppliers and other parties, such products and materials could become significantly more expensive or unavailable, which could have a material adverse impact on our business, financial condition, and results of operations. Conversely, if the U.S. Government reduces or rescinds any sanctions or restrictive measures that currently limit U.S. imports of uranium from other countries, such modification could adversely affect the U.S. uranium industry and could have a material adverse impact on our business, financial condition, and results of operations.
To the extent changes in the political environment have a negative impact on us or on the markets in which we operate our business, results of operations and financial condition could be materially and adversely impacted. It remains unclear what the U.S. Government or foreign governments will or will not do with respect to tariffs already imposed, additional tariffs or restrictive measures that may be imposed, or international trade agreements and policies.
Furthermore, changes in U.S. policies regarding international financial assistance, including reduction of assistance through USAID, could cause political or financial instability in the countries we operate and/or result in resistance to doing business with us as a U.S.-based company, which in turn could materially impact our business, financial condition and results of operations.
Russia’s Invasion of Ukraine is severely and unpredictably impacting global energy markets and supply chains, and concerns over a second severe nuclear accident in Ukraine could seriouslyhurt public reception to nuclear energy.
Russia’s February 2022 invasion of Ukraine continues to severely impact global energy markets and supply chains by causing economic uncertainty, price volatility, supply shortages and national security concerns to such a degree that the International Energy Agency (“ IEA ”) has called it “the first truly global energy crisis, with impacts that will be felt for years to come.” As the Company is engaged in a number of energy sectors, including uranium, REEs and vanadium, it is expected that such global impacts will necessarily impact the Company, though the full extent of any such impacts are not well understood at this time. While supply and shipping impacts could materially interfere with our ability to conduct business, for example, other global responses - such as the U.S. Inflation Reduction Act’s provision of funds for energy and climate programs, including the expansion of tax credits and incentives to promote clean energy technologies (see Table 6.3 Recent policy changes and announcements regarding electricity supply , World Economic Forum), and an apparent shift away from global reliance on Russian exports via government sanctions and other means - could materially benefit our business by creating additional market opportunities with utilities providers attempting to lessen their reliance on Russian markets.
The uranium industry also potentially faces renewed skepticism and distrust as a result of Russia’s invasion of Ukraine. According to the WNA, “In the early hours of 4 March the Zaporizhzhia plant in southeastern Ukraine became the first operating civil nuclear power plant to come under armed attack. Fighting between forces overnight resulted in a projectile hitting a training building within the site of the six-unit plant. Russian forces then took control of the plant. The six reactors were not affected and there was no release of radioactive material. Since late October 2022, Russia has repeatedly targeted Ukraine’s civilian infrastructure, including the country’s energy system, with missile strikes. Widespread blackouts have resulted, and external power supply to all four of the country’s nuclear plants has been affected.” (WNA, “Ukraine: Russia-Ukraine War and Nuclear Energy,” Feb. 6, 2023). Russia’s interference with Ukrainian nuclear plants in violation of Article 56 of the Additional Protocol of 1979 to the Geneva Conventions, which states that nuclear power plants “shall not be made the object of attack, even where these objects are military objectives, if such an attack may cause the release of dangerous forces and consequent severelosses among the civilian population” (WNA, 2023), may result in increased and seriousharm to global reception to nuclear energy due to the current war’s proximity to Chernobyl, site of the then-Soviet Union’s 1986 nuclear accident.
To date, the Company has not experienced any supply chain disruptions from the Russian invasion of Ukraine.
The price of our Common Shares is subject to volatility.
Securities of mining companies have experienced substantial volatility and downward pressure in the recent past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic conditions in North America and globally and market perceptions of the attractiveness of particular industries. The price of our
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securities is also likely to be significantly affected by short-term changes in the prices of our Goods, changes in industry forecasts of prices of our Goods, other mineral prices including oil and natural gas, currency exchange fluctuation, or in our financial condition or results of operations as reflected in our periodic earnings reports.
Other factors unrelated to our performance that may have an effect on the price of our securities include the following: the extent of research coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow our securities; adverse proxy voting recommendations or limited portrayals of the Company’s business, operations or executive compensation practices made to shareholders by shareholder advisory firms resulting from their use of general-purpose formulas that are not suited to the Company’s business, operations or practices, and that may counteract the Company’s substantive disclosures, which often include detailed analyses specific to the Company and which are capable of mitigating apparent market concerns; lessening in trading volume and general market interest in our securities may affect an investor’s ability to trade significant numbers of our securities; the size of our public float and the exclusion from market indices may limit the ability of some institutions to invest in our securities; and a substantial decline in the price of our securities that persists for a significant period of time could cause our securities to be delisted from an exchange, further reducing market liquidity. Our exclusion from certain market indices may reduce market liquidity or the price of our securities.
If an active market for our securities does not continue, the liquidity of an investor’s investment may be limited and the price of our securities may decline. If an active market does not exist, investors may lose their entire investment. As a result of any of these factors, the market price of our securities at any given point in time may not accurately reflect our long-term value. Securities class-action litigation often has been brought against companies in periods of volatility in the market price of their securities and following major corporate transactions or M&A. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.
The issuance of additional Common Shares may impact the trading price of our Common Shares.
In times of depressed commodity prices, the Company may be required to raise additional capital to meet its liquidity requirements, through the issuance of additional Common Shares under our ATM or otherwise, and/or dispose of assets. If we raise additional funding by issuing additional equity securities or securities convertible, exercisable or exchangeable for equity securities, such financing may substantially dilute the interests of our shareholders and reduce the value of their investment. Similar dilution could result from the sale of assets to meet liquidity requirements.
We may be subject to litigation and other legal proceedings arising in the normal course of business and may be involved in disputes with other parties in the future which may result in litigation.
The causes of potential future litigation and legal proceedings cannot be known and may arise from, among other things, business activities, environmental laws, permitting and licensing activities, volatility in stock prices or allegedfailure to comply with disclosure obligations. The results of litigation and proceedings cannot be predicted with certainty and may include injunctions pending the outcome of such litigation and proceedings. Failure to resolve any such disputesfavorably may have a material adverse impact on our financial performance, cash flow and results of operations.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results and/or prevent fraud.
Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded againstunauthorized or improper use, and transactions are properly recorded and reported. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to a company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of reporting, including financial reporting and financial statement preparation.
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strengthening
The Mill is our key to building a critical minerals hub in the U.S. because of its ability to process uranium, vanadium, REEs and potentially radium. Uranium is the strategic fuel powering carbon-free, emission-free baseload nuclear energy, and one of the most reliable forms of power supporting U.S. energy independence and decarbonization goals. The REEs we are now producing are essential to manufacture permanent magnets used in EVs, hybrid EVs, defense systems, robotics and other advanced technologies. The titanium and zirconium products derived from our HMS production are used in national security and other key industries. Titanium is used in aircraft engines and airframes, spacecraft components, medical devices and pigments; while zirconium is crucial for fuel rod cladding, reactor components, jet engine parts and advanced ceramics in a wide range of applications in the medical, aerospace and chemical industries. The radium that we are e valuating recovering from our REE and uranium processing streams have the potential to provide materials needed for emerging TAT cancer treatments.
In addition, Energy Fuels recovers uranium from Alternate Feed Materials at the Mill, thereby recycling valuable resources that would otherwise be discarded and returning them to the fuel cycle to support U.S. nuclear energy and national security objectives.
The Company has secured its own sources of REE- and uranium-bearing monazite sands in furtherance of a fully integrated U.S.-based REE supply chain. These include the Vara Mada Project in Madagascar, the Donald Project in Australia through the Company’s Donald Project JV, and the Bahia Project in Brazil.
The C ompany is currently: mining uranium ore from its Pinyon Plain, La Sal and Pandora mines, located in Arizona and Utah, respectively, and processing and/or stockpiling the mined mineralized material at the Mill; processing stockpiled uranium mineralized material and Alternate Feed Materials at the Mill for the production of finished U 3 O 8 product; completing sales of U 3 O 8 under its portfolio of long-term contracts and on the spot market; negotiating fiscal and stability arrangements, seeking government approvals, and performing permitting and development activities at its Vara Mada HMS and REE project in Madagascar in preparation for a FID, which the Company expects could be made as early as 2027 if fiscal and stability arrangements are finalized; performing development activities at its Donald Project in Australia in preparation for a FID, which the Company expects could be made as early as Q1 2026; performing various permitting, exploration, and development activities at its uranium and uranium/vanadium properties in the U.S.; and performing reclamation and monitoring activities at its Kwale Project in Kenya.
Recent Developments
Uranium Segment
Uranium Market Overview
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The Company believes that uranium supply pressure and demand fundamentals point to higher sustained uranium prices in the future and that the advancement of reliable nuclear energy, fueled by uranium, is experiencing a global resurgence with an increased focus by governments, policymakers, technology companies and citizens on decarbonization, electrification and security of energy supply. In addition, a number of factors, including restrictions on Russian uranium products in the U.S., transportation challenges, trade policies, production challenges and financial entities purchasing uranium products to hold for an extended period has the potential to result in higher sustained spot and long-term prices and to potentially induce utilities to enter into additional long-term contracts with non-Russian producers, such as Energy Fuels. These factors additionally have the potential to foster security of supply, the avoidance of transportation and logistics issues and more certain pricing.
We have six long-term uranium contracts with major U.S. utilities at this time. The Company also entered into one uranium ore purchase agreement with a third-party miner in the vicinity of the Mill during 2025 and has the potential to enter into additional agreements as market conditions warrant.
Conventional Uranium Mine Activities
The Company continued ore production at the Pinyon Plain, La Sal, and Pandora mines in 2025. Production rates at the Pinyon Plain mine steadily increased over the first half of the year as the mine ramped up and remained relatively steady during the second half of the year. During the year ended December 31, 2025, the Company mined ore containing an estimated 1,530,000 pounds of uranium with an average grade of 1.62% eU 3 O 8 at its Pinyon Plain mine, which the Company believes is one of the highest-grade uranium mines in U.S. history. The Company updated its existing pre-feasibility study into an updated S-K 1300 and NI 43-101-compliant pre-feasibility study, which was furnished through a Form 8-K filing on February 26, 2026, and which is incorporated into this Form 10-K by reference as Exhibit 96.2. The Company intends to continue exploration in the Juniper Zone during 2026. Ore from Pinyon Plain continues to be shipped to the Mill stockpile and/or process. See Part I, Item 2. The Pinyon Plain Project .
The Company’s total mined mineralized material in 2025 contained approximately 1,720,000 pounds of U 3 O 8 combined from its Pinyon Plain, La Sal and Pandora mines. Such uranium-bearing mineralized material was processed at the Mill and/or stockpiled at the mines or Mill for future processing. Processing mineralized material at the Mill began in Q4 2025 and is expected to continue through Q2 2026, subject to market conditions, contract requirements and the Mill’s processing schedule. Mineralized material mined during 2025 that was not processed in 2025 as part of the Mill’s conventional ore run, which began in Q4 2025 and is expected to continue through Q2 2026, will remain stockpiled at the Mill and is included in the Company’s inventories of U 3 O 8 contained in stockpiled mineralized materials at the end of 2025. The Company currently expects to process any additional stockpiled and mined mineralized material from its Pinyon Plain, La Sal and Pandora mines with the remainder of the mined mineralized material and Alternate Feed Materials stockpiled at the mines or Mill for processing during 2026 or 2027, subject to market conditions, contract requirements and the Mill’s schedule. Having stockpiled mined mineralized material available at the Mill, which can be processed into finished U 3 O 8 product on relatively short notice, gives the Company more flexibility in securing long-term sales contracts on the most favorable terms when needed, rather than merely accepting contracts at current prices when the fundamentals suggest higher prices in the future may be expected. It also provides more flexibility to make spot sales if market conditions warrant.
The Company plans to continue to maintain its other uranium projects and facilities in a state of readiness for the purpose of restarting mining activities on an expedited basis, as contract obligations and market conditions may warrant. To this end, the Company expects to continue rehabilitation and development work at its Whirlwind mine in preparation for future production. Although the timing of the Company’s plans to extract and process mineralized materials from the Whirlwind mine will be based on contract requirements, inventory levels and/or sustained improvements in general market conditions, the Company currently expects the Whirlwind mine, along with the Company’s Nichols Ranch ISR project, to be able to commence uranium production within one (1) year from a “go” decision. With strong market conditions, the Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels’ uranium production by up to approximately 600,000 pounds per year as early as 2027.
In 2025, the Company also continued advancing 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 U 3 O 8 per year in the coming years. The Company is also continuing to maintain required permits at its other conventional projects, including the Energy Queen mine. These projects serve as important pipeline assets for the Company’s future conventional production capabilities, as market conditions may warrant.
Mill Activities (Uranium)
During 2025, the Mill processed stockpiled conventional mineralized materials and Alternate Feed Materials, which resulted in 1,015,000 pounds of finished U 3 O 8 production. The Company commenced its conventional ore processing campaign at the Mill
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in Q4 2025 as planned, which is expected to continue through Q2 2026 due to: (i) the previously announced higher mining rate expected at the Pinyon Plain mine in 2025 and in subsequent years; (ii) the desire to produce enough finished U 3 O 8 from this Mill run to allow the Company to fulfill its contract deliveries in 2026 and 2027, along with maintaining the flexibility to complete opportunistic spot sales; and (iii) the desire to allow the Company to allow the Mill to to make its planned expanded Phase 1 Circuit process changes at the Mill in 2026.
The Mill also continues to advance its research and development (“ R&D ”) activities on radium medical isotopes throughout 2025, while engaging in discussions with buyers interested in off-take agreements for the material. See Recovering Medical Isotopes for Advanced TAT Cancer Treatments below.
Uranium Exploration Activities
The Company updated its existing feasibility study into an updated S-K 1300 and NI 43-101-compliant pre-feasibility study, which was completed and filed on February 26, 2026. Due to the high grades encountered during mining in the Main Zone that were not included in the original pre-feasibility study, the Mineral Resource model was re-estimated. Additionally, new drilling completed by the Company in the Juniper Zone allowed those Mineral Resources to be converted from inferred to indicated Mineral Resources and then converted to probably Mineral Reserves. As of December 31, 2025, the remaining Mineral Reserves in the Main Zone totaled 2.1 million pounds of U 3 O 8 and the Mineral Reserves for the Juniper Zone totaled 0.5 million pounds of U 3 O 8 , acknowledging that further exploration potential exists in the Juniper Zone. The Company intends to continue exploration in the Juniper Zone during 2026.
ISR Uranium Extraction and Recovery Activities
The Company produced de minimis quantities of U 3 O 8 at its Nichols Ranch ISR Project during 2025, as it remained on standby. Although the Company does not expect to produce significant quantities of U 3 O 8 in 2026 from Nichols Ranch, the Company is undertaking exploration and development activities to expand the resources at the Nichols Ranch Project and to further develop wellfields to be ready for potential recommencement of production within one year from a “go” decision, as market conditions warrant. At Nichols Ranch, the Company currently holds 34 permits, undeveloped wellfields, including four wellfields at the Nichols Ranch wellfields, 22 wellfields at the adjacent Jane Dough wellfields and eight wellfields at the Hank Project, which is fully permitted to be constructed as a satellite facility to the Nichols Ranch Plant.
Uranium Permitting and Development Activities
The Company continues to prepare two additional mines in Colorado and Wyoming (Whirlwind and Nichols Ranch, respectively) for expected production within one year from a “go” decision and is advancing several other of its large-scale U.S. mine projects in order to increase uranium production in the coming years, as market conditions warrant. With strong market conditions, the Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels’ uranium production by up to 600,000 pounds of U 3 O 8 per year as early as 2027. The exact timing for resumption of production from each of these projects will be subject to current and future uranium market conditions and/or the procurement of additional long-term contracts. In 2026, the Company also plans to continue advancing its permitting and development on the Roca Honda, Bullfrog, and EZ Projects, which together with the Company’s Sheep Mountain Project, could expand the Company’s uranium production by over five million pounds of U 3 O 8 per year in the coming years, as market conditions warrant. As the Company is ramping up its commercial uranium production, it can rely on its uranium inventories and potential purchases of uranium on the spot market to supplement its uranium production if necessary to fulfill existing contract requirements.
Other Mill Activities
The Company continually seeks to maximize capacity utilization at the Mill and add new sources of revenue, including through its emerging REE/HMS and potential TAT radioisotopes business lines, as well as new sources of Alternate Feed Materials and new feed processing opportunities at the Mill that can be processed without reliance on uranium sales prices. The Company also entered into an agreement with the Navajo Nation in January 2025, which could open the door to the Company assisting in the cleanup of AUM left over from Cold War era government programs predating the Company while recycling uranium from ore historically lost to direct disposal.
TAT Activities
The Company is also evaluating the potential to recover Ra-226 and Ra-228 from its existing uranium and REE process streams for use in the development of TAT medical isotopes for the treatment of cancer, which is seeing promising results in clinical trials to date. TAT requires reliable and secure supplies of radium, which pharmaceutical companies use to extract other short half-life, alpha-emitting elements for production of TAT drugs. Currently, there is no domestic supplier of radium. Therefore,
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Energy Fuels sees a potentially significant opportunity to become the U.S. radium supplier of choice, as TAT treatments advance through clinical trials and later into widespread use.
Rare Earth Elements Segment
REE Market Overview
The Company also believes the long-term fundamentals of the REE sector point to higher sustained pricing, especially in markets that require or prefer non-Chinese material. According to industry forecaster Adamas Intelligence, the demand for REEs is expected to be primarily driven by increased demand for neodymium-iron-boron (“ NdFeB ”) magnets used in robotics, advanced air mobility and EVs (including hybrid EVs). Adamas forecasts demand for separated NdPr, Dy and Tb to grow at a compound annual growth rate (“ CAGR ”) of 8.7% through 2040, while global production is expected to grow at a slower rate of 5.1%. Robotics are expected to become the largest demand driver for NdFeB magnets through 2040. The Company is also observing significant interest in creating new REE supply chains that are not connected to China, further compounding the REE opportunity for Energy Fuels.
REE Separation Circuits at the Mill
Existing Phase 1 Circuit
Between 2021 and 2023, the Company reconfigured its existing uranium production circuits to be able to crack and leach monazite for the recovery of uranium, which was sold into the U.S. nuclear fuel cycle, and the recovery of MREC from monazite sands at the Mill. The MREC was then sold to Neo Performance Materials (“ Neo ”) for commercial separation by Neo into NdPr oxide and a mixed heavy rare earth carbonate at its REE separation facility in Silmet Estonia. This marked the first processing of monazite sands for the recovery of a commercial REE product in the U.S. in many years.
Following its success in producing commercial grade MREC at the Mill and to further its REE initiatives, in late 2023 and early 2024, the Company constructed enhancements and modifications to its existing solvent extraction (“ SX ”) circuits at the Mill for commercial separation of NdPr at the Mill, while at the same time producing a “heavy” (Sm + ) RE Concentrate. The Company completed these modifications in late Q1 2024, fully commissioned the project in Q2 2024 and completed its initial run of separated NdPr commercial production in Q3 2024 under budget, with minimal capital expenditures, and ahead of schedule (the modifications made to the Mill leach circuits to crack and leach monazite together with the modifications to the Mill’s SX circuits to separate NdPr 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 the Phase 1 Circuit is currently configured. It is therefore necessary at this time to switch back and forth between conventional uranium and uranium/vanadium production and Phase 1 Circuit REE production from monazite sands, which can be done with minimal cost and effort.
The Phase 1 Circuit as currently configured would allow for the processing of the first phase of the Donald Project monazite production, once that project is developed, for the recovery and separation of NdPr and an Sm + mixed RE concentrate which could be sold on the market or stockpiled for separation of the heavies upon completion of later phases of the Phase 1 Circuit and/or the planned Phase 2 Circuit at the Mill.
Planned Expansion of Phase 1 Circuit
The Company is planning further enhancements to expand its heavy REE production at its Phase 1 Circuit for the planned commercial-level recovery of Dy, Tb, Sm, Eu and Gd, with the ability to separate other heavy REEs such as Y and Lu if market conditions warrant. Subject to receipt of all required regulatory approvals, financing, the successful development of these enhancements and the receipt of sufficient quantities of monazite sand feedstock, the expanded Phase 1 Circuit is expected to be operational in 2027 with planned production recovery of up to approximately 35 tonnes of Dy, 12 tonnes of Tb per year and potentially other heavy REEs, in addition to the 850 – 1,000 tonnes of NdPr, from processing up to approximately 10,000 tonnes of monazite per year. The Company had previously announced its intention to start commercial production of Dy and Tb by the end of 2026, but has changed those plans in order to expand the enhancements to the Mill’s Phase 1 Circuit to allow for the additional production of Sm, Eu and Gd and to provide the ability to separate other heavy REEs in the 2027 time frame.
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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 MREC or similar intermediary REE products from third-party sources in the Phase 1 Circuit, subject to receipt of all regulatory approvals, financing and the successful development of these further enhancements. As MREC or similar intermediary REE products would not need to utilize the Phase 1 Circuit’s crack and leach circuits it is expected that such products could be separated into NdPr and heavy REEs separately from uranium production, thereby allowing such feedstocks to be separated into REE oxides through the Phase 1 Circuit’s SX circuits without interfering with normal Mill conventional uranium ore processing, which could be run simultaneously with the separation of such feedstocks. These enhancements are expected to be made and the Phase 1 Circuit operational to accept MREC and similar intermediary REE products in 2027.
Planned Phase 2 Circuit
The Company also plans to expand its NdPr, Dy and Tb 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 60 tpa of Tb and 200 tpa of Dy oxides from the combined Phase 1 Circuit and Phase 2 Circuit. This would provide the capability to produce sufficient NdPr up to approximately 7.0 million EVs/hybrid EVs per year. The Phase 2 Circuit would also add a dedicated monazite “crack-and-leach” circuit to the Mill’s existing leach circuits, which would allow the Phase 2 Circuit to be run completely independently of (and simultaneously with) the Mill’s conventional uranium and uranium/vanadium production.
The BFS estimates initial capital costs of approximately $410.0 million and indicates attractive projected economics, including significant expected annual earnings before interest, taxes, depreciation and amortization (“ EBITDA ”) over the modeled project life. The Phase 2 Circuit expansion is intended to position the Company as a leading domestic processor of both light and heavy REE oxides, supporting the restoration of a secure U.S.-based REE supply chain. The BFS assumes feedstock supply from the Company’s existing and HMS and monazite projects, as well as third-party sources including MREC and similar feedstocks, subject to permitting, development and market conditions.
The Company expects to complete Phase 2 by mid-2029, subject to licensing, financing, and receipt of sufficient feedstock.
Feed Sources
The Company has focused primarily on monazite, as it has superior concentrations of the four critical “magnet” REEs (NdPr, Dy and Tb) compared to many other REE-bearing minerals. Monazite concentrates naturally contain higher concentrations of “heavy” REEs, including Dy and Tb, 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.
There are a number of risks inherent to the Company’s REE activities. See Part I, Item 1A. Risk Factors.
Recent Activities in the REE Segment
On August 21, 2025, the Company announced it successfully completed production of and achieved a purity of 99.9% Dy at pilot scale, which is well in excess of the 99.5% commercial specification, thereby becoming the first U.S. company to publicly
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report Dy production volumes and purities. Multiple magnet manufacturers and original equipment manufacturers (“ OEM ”) have expressed strong interest in obtaining Dy samples, further validating the Company’s strategy to establish a fully non-Chinese REE supply chain for commercial and defense applications. Through December 31, 2025, the Mill had produced 29 kg of Dy.
On August 26, 2025, the Company announced that it signed a Memorandum of Understanding with Vulcan Elements (the “ Vulcan MOU ”) to create a secure, ex-China supply chain for rare earth permanent magnets (“ REPMs ”). Under the Vulcan MOU, the Company will supply high-purity NdPr and Dy oxides produced at its White Mesa Mill from U.S.-sourced monazite concentrates for validation in Vulcan’s REPM production processes. Following validation, the parties intend to negotiate long-term supply agreements. This collaboration is expected to support EVs, hybrid EVs, robotics, advanced wind turbines, cell phones, computers, flat panel displays, advanced optics, catalysts, medicine and national defense applications.
On September 9, 2025, the Company announced that its high-purity NdPr oxide, produced at the White Mesa Mill from monazite concentrates mined in Florida and Georgia, had been successfully manufactured into commercial-scale REPMs by South Korea’s largest manufacturer of EV drive unit motor cores. The REPMs passed all QA/QC benchmarks and are qualified for use in EV and hybrid drive units for major automotive manufacturers in North America, the EU, Japan, and Korea. Approximately 1.2 metric tonnes of NdPr oxide were processed into 3.0 metric tonnes of REPMs, enough to power approximately 1,500 new vehicles, with first installations in the market in Q4 2025.
Proposed Acquisition of Australia Strategic Materials Limited
In accordance with its plans to expand its REE production to include metals and alloys, on January 20, 2026, the Company entered into a definitive agreement to acquire 100% of the issued share capital of ASM by way of a scheme of arrangement under Australian law. ASM is an Australian-based critical minerals company with REE mining, processing, and metallization assets, including the Dubbo Project in New South Wales, a metallization and alloying facility in South Korea, and plans to potentially construct a metallization and alloying facility in the U.S. ASM’s Korean metals and alloying plant is one of the few facilities outside of China currently producing REE metals and alloys, including NdPr, Dy and Tb metals and NdFeB and developing FeDy alloy production. Upon closing of this transaction, which is expected as early as June 2026, the Company believes it will be the largest, fully integrated REE “mine-to-metal and alloy” producer outside of China closing a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies.
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 payable as a special dividend by ASM, 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 is subject to customary closing conditions, including approval by ASM shareholders, court approval in Australia, receipt of required regulatory approvals and the absence of a superior proposal. The Company expects the transaction to close as early as the first half of 2026.
Heavy Mineral Sands Segment
The Company made the strategic decision to enter the HMS sector in order to control the Company’s internal costs and supply chains for its primary REE feedstock: monazite (and associated xenotime). Monazite is a superior REE mineral, as it contains excellent distributions of the “magnet” REEs (NdPr, Dy and Tb) 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 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) present an attractiveopportunity 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. To date, the Company has acquired 100% interests in the Vara Mada (Madagascar) and Bahia (Brazil) Projects and has the right to earn up to a 49% joint venture interest with Astron Corporation in the Donald Project (Australia) pursuant to which Energy Fuels expects to offtake all REE-monazite.
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 MOU setting forth certain key terms applicable to the Project. The lifting of the suspension by the Malagasy Government was a very significant step in the development of the Project as it enabled the Company to re-commence
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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 necessary to progress the Project and achieve a positive FID, which the Company expects could be made as early as 2027 if fiscal and stability arrangements are finalized.
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 achievingstability 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 by the recently lifted 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 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. On October 20, 2025, a new Prime Minister was appointed, and, on October 28, 2025, a new cabinet was announced. 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. The Company continues constructive engagement with the new administration, with the highest levels of government in the new administration having expressed support for Vara Mada and the investment agreement mechanism for achievingstability.
At this time, it is too early to determine whether and to what extent these recent social and political developments in Madagascar may impact the Vara Mada Project, whether positively or negatively, including with respect to the Project's development prospects or timelines, the ability to achieve suitable fiscal or other terms applicable to the 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 Project or prevent or otherwise have a significant effect on the development of the Project or the Company’s ability to recover monazite from the Project. These developments have not had an impact on the financial results of the Company at this time. The Company will continue to monitor events as they unfold. See Part I, Item 2. The Vara Mada Project (formerly the Toliara Project) and see Part I, Item 1A. Risk Factors - The development of the Vara Project requires certain actions of the Government of Madagascar and the Company, including formalizing the terms and conditions set out in the Madagascar MOU and satisfying such conditions, neither of which may occur on a timely basis, or at all. Further, the development of the Vara Mada Project is dependent on several factors beyond our control.
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 project. The FS was prepared in accordance with U.S. Regulation S-K 1300 and Canadian NI 43-101 and confirms the project’s world-class scale, long mine life and robust economics as a REE and HMS development opportunity. Based on the FS, the project is expected to have a modeled mine life of approximately 38 years and, at full production capacity, is projected to generate a 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 substantial 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. Advancement of the Vara Mada Project remains subject to a FID, regulatory approvals and the resolution of outstanding fiscal and permitting matters with the Government of Madagascar.
Donald Project
The Company has a joint venture with Astron Corporation, 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 expects will provide another 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 in place all major regulatory approvals required to construct and operate the
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project. The Donald Project is notable in that the monazite concentrates that are expected to be produced at the project contain elevated concentrations of the “heavy” REE oxides, including Dy and Tb.
The JV Agreement provides Energy Fuels with the right to invest up to AUD$183.00 million (approximately $122.28 million at December 31, 2025 exchange rates) to earn up to a 49% interest in the Donald Project JV. In addition, the Company has agreed to issue Common Shares to Astron having a value up to $17.50 million. The Company has invested AUD$35.23 million in cash into the Donald Project through December 31, 2025 and issued $3.50 million of Common Shares on September 24, 2024. The remaining $14.00 million of Common Shares will be issued upon a positive FID. As of December 31, 2025, the Company has a 9.48% interest in the Donald Project JV. Astron, through its subsidiary Dickson & Johnson Pty Ltd, holds the remaining 90.52% interest. See Note 3 - Transactions for further information.
On October 21, 2025, Export Finance Australia (“ EFA ”) issued a non-binding, conditional Letter of Support to Energy Fuels and Astron Limited for up to AUD$80 million of senior debt financing for the Donald Project. The Donald Project, which is expected to require approximately AUD$520 million in total funding with a targeted 50:50 debt-to-equity ratio structure, is planned to commence production in the second half of 2027 and is expected to produce ~7,200 tonnes per annum of rare earth oxide concentrate, including ~1,000 tonnes of NdPr oxide, ~92 tonnes of Dy oxide, and ~16 tonnes of Tb oxide. The Company expects to purchase 100% of the rare earth concentrate under a life-of-mine offtake agreement for processing at the Mill. This conditional support from EFA marks a significant step toward advancing project financing and reinforces the strategic importance of the Donald Project in strengthening the Australia–U.S. critical minerals supply chain.
The Donald Project JV updated the 2023 Donald Project JORC-compliant DFS into an S-K 1300 and NI 43-101-compliant FS, which was furnished through a Form 8-K filing on February 26, 2026, and which is incorporated into this Form 10-K by reference as Exhibit 96.8. See Part I, Item 2. The Donald Project.
Bahia Project
The Bahia Project is a REE/HMS deposit that the Company believes has the potential to supply 3,000 to 10,000 tonnes of monazite per year to the Mill for decades for processing into high-purity REE oxides. That amount of monazite contains approximately 1,500 to 5,000 tonnes of TREO, including an estimated 300 to 1,000 tonnes of NdPr per year and significant commercial quantities of Dy and Tb and other “heavy” REEs. While Energy Fuels’ primary interest in acquiring the Bahia Project is the uranium and REE-bearing monazite, the Bahia Project is also expected to produce large quantities of high-quality ilmenite and rutile and zircon minerals also in high demand for the production of the critical minerals, titanium and zirconium.
The Company restarted its drilling program on the Bahia Project in December 2025 following issuance of an exploration license from INEMA. During 2026, the Company expects to drill the southern half of the Bahia Project using both its own sonic drill rig as well as a contract hollow stem auger rig. It is anticipated that drilling will continue into Q2 2026. Bulk test work from a sample collected in 2024 is ongoing with Mineral Technologies and is expected to be complete in Q2 2026. Both the drilling and the test work is expected to be utilized to release a Technical Report in late 2026.
The acquisitions of the Vara Mada and Bahia Projects, and the Donald Project JV, are the culmination of the Company’s efforts to date toward building a significant, secure and diverse book of monazite supply for its rapidly advancing REE processing and critical minerals business, which in the meantime is expected to be supplemented by third-party purchases.
HMS Activities
With respect to its HMS activities, the Company plans to continue advancing each of its Donald and Vara Mada Projects to a FID by as early as Q1 2026 and 2027, respectively.
Mining at the Kwale Project commenced in 2013 and concluded at the end of December 2024 following depletion of the remaining ore reserves previously reported in accordance with the JORC standards. Processing activities concluded in early January 2025. The sale of all remaining product inventories was completed during 2025. Additional costs of winding-down activities and mining lower mineral grades were incurred during the fourth quarter of 2024 and included in product inventories that were sold during the first quarter of 2025. As a result, the Company incurred a loss in connection with its 2025 sales. Reclamation has been ongoing throughout the life of the Kwale Project and will continue until all mining areas are fully reclaimed in accordance with all applicable legal standards. Reclamation of the South Dune mining area was completed in 2024, with the reclamation of the Central Dune, North Dune and Bumamani mining areas were substantially completed in Q4 2025. Reclamation of the tailings storage facility has commenced and is expected to be completed by 2027, with ongoing management and monitoring expected to continue through 2038.
Table of Conten t s
Inventories
As of December 31, 2025, the Company held approximately 810,000 pounds of finished uranium inventories located at the Mill and at conversion facilities in North America as well as approximately 1,370,000 pounds of additional U 3 O 8 contained in stockpiled mineralized material at the Mill or nearby mine sites, Alternate Feed Materials and work-in-process at the Mill that can potentially be processed and recovered expediently in the future, as market conditions and contract requirements may warrant.
The mix between contained uranium in mineralized material inventories and finished U 3 O 8 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 December 31, 2025, the Company holds approximately 905,000 pounds of finished V 2 O 5 in inventory, and there remains an estimated 1.0 to 3.0 million pounds of additional solubilized recoverable V 2 O 5 in tailings solutions at the Mill awaiting future recovery, as market conditions may warrant.
As of December 31, 2025, the Company does not have any HMS inventory following the sales of the final stockpiles at Kwale in April 2025.
Outlook for 2026
Guidance
The Company’s guidance for 2026 is as follows:
Low
High
Mined (contained pounds of U 3 O 8 )
Processed (finished pounds of U 3 O 8 ) (1)
Sales (pounds of U 3 O 8 ) (2)
(1) Assumes the current conventional uranium Mill run continues through Q2 2026, at which time available stockpiled mineralized materials are expected to have been processed. The conventional Mill run is expected to stop at that time pending receipt of sufficient mineralized material stockpiles to justify commencement of a new Mill run, which is currently expected to be in Q1 2027.
(2) Subject to sales of inventory into the spot market depending on market conditions.
Finished Uranium Costs Expected to Decline
The Company commenced processing low-cost Pinyon Plain mine ores in Q4 2025, which is expected to continue through the Q2 2026, during which we expect to process a total of 1.5 to 2.5 million pounds of finished U 3 O 8 in 2026. During that Mill run, the average mining and transportation costs to the Mill for Pinyon Plain ore are expected to be $10 to $14 per pound of recovered U 3 O 8 , which together with an expected milling cost of approximately $13 to $16 per pound U 3 O 8 , are expected to result in a total weighted average cost of approximately $23 to $30 per pound of U 3 O 8 recovered, ranking among the lowest costs for mined uranium production in the world. These high-grade Pinyon Plain ores are expected to be 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 U 3 O 8 had a weighted average cost of approximately $43 per pound U 3 O 8 as of December 31, 2025, reflecting the weighted average cost of production and purchase 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 expected lower costs of recently mined ores from the Pinyon Plain mine, which had only been processed and added to inventories commencing in early October (a conventional ore processing run, including Pinyon Plain and La Sal/Pandora ores, commenced at the Mill in early October 2025).
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 existing 810,000 pounds of U 3 O 8 finished inventories, plus the cost of additional finished U 3 O 8 produced from blended stockpiled Pinyon Plain and La Sal/Pandora ores. This is expected to result in costs of goods sold continuing to decline to the $30 to $40 per pound range in Q1 2026, depending on the quantity of any additional spot sales of inventory that may be made in Q1 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.
Table of Conten t s
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 existing long-term contracts and continually evaluates selling a portion of its inventories on the spot market or new term contracts in response to future upward uranium price movements. The Company also continually evaluates the potential to purchase uranium on the spot market to replace sold inventory, meet contract obligations and gain exposure to future price increases.
The Company’s six long-term utility contracts require future deliveries of uranium between 2026 and 2032, with base quantities totaling 3.21 million pounds of uranium sales remaining over the period, and between 3.71 million and 5.29 million pounds of deliveries of uranium over that time period based on the buyer’s exercise of options and quantity flexibility. Having observed an uptick in interest from nuclear utilities seeking long-term uranium supply, along with continued strong long-term prices, the Company remains actively engaged in pursuing additional selective long-term uranium sales contracts. As of December 31, 2025, contracted quantities are as follows (in pounds):
Minimum
Base
Maximum
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
The Company holds uncommitted inventory and, with the benefit of production in 2025, continued production in 2026 and planned production in the future, will continue to evaluate additional spot and/or long-term uranium sales opportunities during 2026 and beyond. 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 Company believes its existing inventories, purchases and new production will be sufficient to meet contract requirements through 2026 and over the life of the supply contracts, along with discretionary spot sales in 2026 and beyond, as market conditions may warrant.
Vanadium Sales
The Company expects to sell its remaining finished vanadium product when justified into the metallurgical industry, as well as other markets that demand a higher purity product, including the aerospace, chemical, and potentially the vanadium battery industries. The Company expects to sell to a diverse group of customers in order to maximize revenues and profits, when market conditions warrant. The vanadium produced in the 2018/19 Pond Return campaign was a high-purity vanadium product of 99.6%-99.7% V 2 O 5 . The Company believes there may be opportunities to sell certain quantities of this high-purity material at a premium to reported spot prices, which it has done from time-to-time in the past.
The Company intends to continue to selectively sell its V 2 O 5 inventory on the spot market as markets warrant but will otherwise continue to maintain its vanadium in inventory.
Rare Earth Sales
During the year ended December 31, 2025, the Company sold 1.7 tonnes of its NdPr produced from the Mill’s newly installed and commissioned Phase 1 Circuit to POSCO International (“ POSCO ” ) for sampling to validate that the material meets POSCO's applicable specifications, which the Company’s NdPr met. The Company offset $0.08 million from the sale of NdPr, against commissioning costs capitalized related to the Company’s Phase 1 Circuit. As of December 31, 2025, approximately 34 tonnes of separated NdPr remain in inventory. Additionally, the Company has approximately 26 tonnes of NdPr, plus approximately 4 tonnes of Sm + RE Carbonate in solution in its Phase 1 Circuit. Samples of the Company’s NdPr oxide, produced at the Mill from monazite concentrates mined in Florida and Georgia, were successfully manufactured into commercial-scale REPMs by South Korea's largest manufacturer of EV drive unit motor cores in Q3 2025.
Table of Conten t s
While the Company continues to make progress on its separated REE production and additional capital is spent on process enhancements, improving recoveries, product quality and other optimization, profits from this initiative are expected to be minimal until such time when throughput rates are increased and optimized, which is expected in the 2028-2030 timeframe assuming completion of the development of the Donald Project and/or Vara Mada Project and the provision of a steady stream of monazite from these projects to the Mill, or the receipt of MREC or similar feed material from third parties. Throughout this process, the Company is gaining important knowledge, experience and technical information, while also having its products qualified by end-users, all of which are valuable for current and future production of separated REE oxides and other advanced REE materials at the Mill or elsewhere.
Financing
On October 3, 2025, the Company announced the closing of its upsized offering of 0.75% Convertible Senior Notes due 2031 (the “ Notes ” ) for an aggregate principal amount of $700.0 million (the “ offering ” ), including the exercise in full by the initial purchasers of their option to purchase an additional $100.0 million of Notes. The Notes have a cash interest coupon of 0.75% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning May 1, 2026 and a conversion price of approximately $20.34 per Common Share, which represents a premium of approximately 32.5% to the last reported sale price of the common shares on the NYSE American on September 30, 2025, subject to customary anti-dilution adjustments. The effective conversion price of the Notes was increased to $30.70 (representing a premium of 100% over the last reported sale price of the common shares on the NYSE American on September 30, 2025) through the purchase of capped call options. The purchase price for the capped call options was approximately $53.55 million. Conversions of the Notes may be settled in Common Shares, cash, or a combination of Common Shares and cash, at Energy Fuels ’ election. Additionally, Energy Fuels will have the right to redeem the Notes in certain circumstances and will be required to offer to repurchase the Notes upon the occurrence of certain events. The Notes will mature on November 1, 2031, unless earlier converted, redeemed, or repurchased. We believe this strategic capital raise strengthens the Company’s balance sheet and enhances the Company’s ability to accelerate its rare earth initiatives, including the planned Phase 1 Circuit expansion and proposed Phase 2 Circuit at the White Mesa Mill, and development of its Donald Project in Australia. We believe this outcome represents a clear vote of confidence in the Company ’s team and strategy.
Succession Planning
The Company’s succession plans are proceeding as expected and, in accordance with existing employment agreements, it is anticipated that Mr. Ross Bhappu, the President of the Company, will be appointed to the role of President and Chief Executive Officer of the Company on April 15, 2026, and Mr. Mark Chalmers, the current CEO, will be retiring at the same time, which is his planned retirement date. Upon his retirement, Mr. Chalmers will continue as a consultant to the Company exclusively for two years to support, as required, Mr. Bhappu and others in the Company with current and future growth 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 year ended December 31, 2025, in part due to generally depressed uranium and vanadium prices up until 2024, along with low quantities of monazite to process into salable RE Carbonate or separated NdPr, which has not allowed the Company to realize economies of scale, as well as, particularly in recent years, expenditures to develop the Company’s growing portfolio projects.
We are not aware at this time of any trends or uncertainties that have had or are reasonably likely to have a material impact on revenues, income or cash flows of the Company, other than: (i) recent activity in uranium markets, which has resulted in: (a) the Company’s six long-term uranium supply agreements, with 740,000 to 880,000 pounds of deliveries in 2026 depending on customer elections and an average of nearly 760,000 pounds of deliveries per year from 2026 through 2032; (b) the Company continuing mining at three of its uranium mines (Pinyon Plain, La Sal and Pandora); and (c) the Company selling uranium inventories and mined uranium production into its long-term contracts, and potentially on the spot market, thereby generating revenues and expected gross margins; (ii) non-recurring revenues and costs of sales during the fourth quarter of 2024 through the beginning of the second quarter of 2025 for HMS produced at our Kwale Project, which ceased production at the end of 2024 and is currently in reclamation; (iii) U.S. government laws and programs, including the recent tariffs enacted by the President and retaliatory tariffs proposed by other countries, which could result in changes in the cost of production of various 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; (iv) volatility in prices of uranium, vanadium, HMS, REEs and our other primary metals; and (v) 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.
Table of Conten t s
Results of Operations
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Consolidated Results of Operations
The consolidated results of operations were as follows (in thousands):
Year Ended December 31,
Increase
Percent
(Decrease)
Change
Revenues
Operating costs and expenses:
Costs applicable to revenues
Exploration, development and processing (excluding share-based compensation)
Standby
Accretion of asset retirement obligations
Selling, general and administration (excluding share-based compensation)
Share-based compensation
Transactions 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)
Total other income (loss)
Loss before income taxes
Income tax benefit
Net loss
Basic net loss per share
Diluted net loss per share
*Not meaningful.
For the year ended December 31, 2025, net loss increased by $38.27 million to $86.11 million or $0.38 per share from $47.84 million or $0.28 per share for the year ended December 31, 2024. The change between periods was primarily due to higher operating costs following the acquisition of Base Resources on October 2, 2024, including increased ongoing expenses associated with the expanded workforce and Kwale activities, partially offset by gains on marketable securities and proceeds from the sale of equipment no longer needed for reclamation at Kwale.
Revenues
Revenues decreased by $12.19 million to $65.92 million for the year ended December 31, 2025, from $78.11 million for the year ended December 31, 2024 primarily due to lower HMS sales in 2025 as a result of fewer products sales following the completion of mining activities at Kwale, partially offset by higher uranium sales due to higher volumes as a result of contract delivery timing and the Company’s decision to sell uranium in inventory at spot price levels.
Costs Applicable to Revenues
Costs applicable to revenue decreased by $3.75 million to $52.17 million for the year ended December 31, 2025, from $55.92 million for the year ended December 31, 2024 primarily due to lower HMS costs applicable to revenues during the year ended December 31, 2025 associated with the lower volumes sold due to the lower grade mined at the end of the Kwale mine life, partially offset by higher costs applicable to uranium mostly due to higher volumes and cost per pound sold between periods.
Table of Conten t s
Other Operating Costs and Expenses
Exploration, development and processing (excluding share-based compensation)
Exploration, development and processing costs increased by $23.86 million to $38.04 million for the year ended December 31, 2025 from $14.18 million for the year ended December 31, 2024 primarily due to $9.00 million increase to progress the Company’s projects, including: further exploration and development activities relating to the Juniper Zone at the Pinyon Plain Project, development at the La Sal Project, exploration at the Bahia Project and delineation drilling. The Company also incurred non-recurring charges in 2025 including: a non-recurring charge to write-off $3.42 million of value-added tax receivables, abandonment of the Company’s investment in Westland Mineral Sands Co Limited of $1.50 million, write-off for consumables that the Company no longer expects to use in reclamation activities for $1.31 million and receivalbes it not longer expects to receive for $0.72 million.
While we generally 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 December 31, 2025, 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 $1.45 million to $7.97 million for the year ended December 31, 2025 from $6.52 million for the year ended December 31, 2024 primarily due to advancing permitting and development on its Roca Honda Project in 2025 and higher general maintenance costs as a result of inflation.
Accretion of asset retirement obligations
Accretion of asset retirement obligations increased by $1.15 million to $3.22 million for the year ended December 31, 2025 from $2.07 million for the year ended December 31, 2024 primarily due to assuming the asset retirement obligation associated with the Kwale Project from Base Resources following the acquisition on October 2, 2024.
Selling, general and administrative (excluding share-based compensation)
Selling, general and administrative expenses (excluding share-based compensation) increased by $21.89 million to $53.08 million for the year ended December 31, 2025 from $31.19 million for the year ended December 31, 2024 primarily due to higher salaries and benefits in connection with additional headcount, including employees retained from Base Resources following the acquisition on October 2, 2024.
Share-based compensation
Share-based compensation increased by $7.18 million to $12.59 million for the year ended December 31, 2025 from $5.41 million for the year ended December 31, 2024 primarily due to a higher grant date fair value associated with the annual 2025 equity awards, as well as increased headcount, including transition awards granted to employees retained from Base Resources, partially offset by the completion of the derived service period for most stock appreciation rights in 2024.
Transactions and integration related costs
Transactions and integration related costs are for legal, advisory and accounting fees directly related to the acquisition of Base Resources and the formation of the Donald Project JV. Transactions and integration related costs were $10.34 million for the year ended December 31, 2024. There were no transactions and integration related costs incurred for the year ended December 31, 2025. See Note 3 – Transactions for more information.
Other Income (Expense)
Gain on sale of assets
Gain on sale of assets increased by $5.23 million to $5.30 million for the year ended December 31, 2025 from $0.07 million for the year ended December 31, 2024 primarily due to the sale of mining equipment no longer needed for completing reclamation activities at the Kwale Project, which came to the end of its life at the end of 2024.
Table of Conten t s
Loss in unconsolidated affiliates
Loss in unconsolidated affiliates was $1.32 million and $0.18 million for the years ended December 31, 2025 and 2024, respectively, related to the Company’s proportionate share of loss in the Donald Project JV, which was formed in September 24, 2024 and Tate, which the Company increased its ownership and obtained a significant influence and applied the equity method of accounting on April 1, 2025.
Other income (loss)
Other income was $10.09 million, net for the year ended December 31, 2025. Other loss, net was $0.60 million for the year ended December 31, 2024. The change was primarily due to higher mark-to-market gains on marketable securities during 2025 compared to mark-to-market losses on marketable securities in 2024, partially offset by foreign currency loss in 2025 and lower interest income, net between periods. See Note 15 – Supplemental Financial Information to the consolidated financial statements for more information.
Income tax benefit
Income tax benefit was $0.98 million for the year ended December 31, 2025, on loss before income taxes of $87.09 million. The benefit was the result of a reversal of the tax liability for Base Titanium Limited that was recorded mostly prior to the acquisition of Base Resources 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. Income tax benefit was $0.37 million for the year ended December 31, 2024 on loss before income taxes of $48.21 million.
Segment Results of Operations
We have three reportable segments: (i) uranium, (ii) REE and (iii) HMS. The uranium segment engages in conventional and ISR 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 U 3 O 8 , which is sold to customers for further processing into fuel for nuclear reactors. The Company also produces vanadium pentoxide, V 2 O 5 , 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 Ra-226 and Ra-228 as a co-product of its 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 HMS segment engages in the exploration, development and recovery of HMS at the Kwale Project (now in reclamation), Bahia Project and Vara Mada Project and includes the Company’s equity method investments in the Donald Project JV and Tate. The Company recovers stand-alone ilmenite, rutile and zircon to provide sources of TiO 2 and Zirconium (“ ZrO 2 ”). During the year ended December 31, 2024, the Company completed the construction and commissioning of its Phase 1 Circuit at the Mill. The Company expects to procure monazite through Company-owned mines like the Vara Mada Project, Bahia Project, its JV interest in the Donald Project and other potential joint ventures or other collaborations, as well as open market purchases.
The operating results of our reportable segments were as follows (in thousands):
Year Ended December 31, 2025
Rare
Heavy
Earth
Mineral
Consolidated
Uranium
Elements
Sands
Total
Revenues
Uranium concentrates
Heavy mineral sands
Alternate Feed Materials, processing and other
Total revenues
Costs applicable to revenues
Costs applicable to uranium concentrates
Costs applicable to heavy mineral sands
Total costs applicable to revenues
Table of Conten t s
Year Ended December 31, 2024
Rare
Heavy
Earth
Mineral
Consolidated
Uranium
Elements
Sands
Total
Revenues
Uranium concentrates
Heavy mineral sands
Alternate Feed Materials, processing and other
Total revenues
Costs applicable to revenues
Costs applicable to uranium concentrates
Costs applicable to heavy mineral sands
Total costs applicable to revenues
The following table sets forth selected operating data and financial metrics:
Years Ended December 31,
Increase
Percent
(Decrease)
Change
Volumes sold
Uranium concentrates (lbs.)
Heavy mineral sands (tonnes)
Realized sales price
Uranium concentrates ($/lb.)
Heavy mineral sands ($/tonne)
Costs applicable to revenues
Uranium concentrates ($/lb.)
Heavy mineral sands ($/tonne)
*Not meaningful.
Uranium Segment Results
Revenues
Uranium concentrates
Revenues from uranium concentrates increased by $10.33 million to $48.23 million for the year ended December 31, 2025 from $37.90 million for the year ended December 31, 2024 primarily due to higher volumes sold, partially offset by lower realized sales prices between periods. Higher sales volume (calculated as the change in period-to-period sales volumes times the prior period realized sales price) accounted for approximately $16.85 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 $6.52 million decrease in between periods.
The Company sold 350,000 pounds of U 3 O 8 on the spot market for $26.92 million at a weighted average realized sales price of $76.90 per pound for the year ended December 31, 2025 compared to 250,000 pounds of uranium sold for $22.88 million at a weighted average sales price of $91.51 per pound for the year ended December 31, 2024.
The Company sold 300,000 pounds of U 3 O 8 under existing long-term contracts for $21.32 million, at a weighted average sales price of $71.06 per pound for the year ended December 31, 2025 compared to 200,000 pounds of U 3 O 8 for $15.03 million, at a weighted average sales price of $75.13 per pound for the year ended December 31, 2024.
Alternate Feed Materials, processing and other
Table of Conten t s
Revenues from Alternate Feed Materials, processing and other increased by $1.53 million to $1.87 million for the year ended December 31, 2025 from $0.34 million for the year ended December 31, 2024 primarily due to additional billings for lower grade ore than contracted from a customer.
Costs Applicable to Revenues
Costs applicable to uranium concentrates
Costs applicable to uranium concentrates increased by $16.51 million to $33.09 million for the year ended December 31, 2025 from $16.58 million for year ended December 31, 2024 primarily due to higher volumes sold between periods partially offset by higher 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 $7.37 million increase in costs between periods. Higher 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 $9.13 million increase in costs between periods.
Rare Earth Element Segment Results
There were no revenues or costs applicable to rare earth elements for either of the years ended December 31, 2025 or 2024.
Heavy Mineral Sand Segment Results
Revenues
Heavy mineral sands
Revenues from HMS decreased by $24.05 million to $15.82 million for the year ended December 31, 2025 from $39.87 million for the year ended December 31, 2024 primarily due to lower volumes sold, reflecting the completion of mining operations at the Kwale mine as of December 31, 2024 and the timing of shipments in 2025, as HMS revenue is recognized upon shipment when control transfers to the customer. During 2025, HMS revenues were limited to shipments of previously produced inventory. The final HMS product from the Kwale mine was shipped in April 2025. As the lower grade ore is more costly to process into finished product, the Company did not earn a gross profit related to its HMS sales during the year ended December 31, 2025.
Costs Applicable to Revenues
Costs applicable to heavy mineral sands
Costs applicable to HMS decreased by $20.26 million to $19.08 million for the year ended December 31, 2025 from $39.34 million for the year ended December 31, 2024 primarily due to lower volumes sold, reflecting the completion of mining operations at the Kwale mine as of December 31, 2024 and the timing of shipments in 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.
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 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 was declared effective on March 22, 2024 and permits the
Table of Conten t s
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. In conjunction with our Shelf Registration Statement, we filed with the SEC a Prospectus Supplement to our Shelf Registration Statement, qualifying for distribution up to $150.00 million in additional Common Shares under the ATM, which we fully distributed by June 13, 2025. 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. 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 year ended December 31, 2025, we issued 40.63 million shares for net proceeds of $272.19 million under our ATM.
Convertible Senior Notes
On October 3, 2025, the Company closed its upsized offering of $700.00 million aggregate principal amount of 0.75% the Notes due 2031 for aggregate gross proceeds of $700.00 million. The Notes bear interest at 0.75% per annum, payable semi-annually on May 1 and November 1, beginning May 1, 2026, and mature on November 1, 2031, unless earlier converted, redeemed, or repurchased. The initial conversion price of the Notes is approximately $20.34 per common share, representing a 32.5% premium to the last reported sale price of the Common Shares on the NYSE American on September 30, 2025. The conversion price is subject to customary adjustments.
In connection with the offering, the Company entered into capped call transactions that are expected generally to reduce the potential dilution to the Common Shares upon any conversion of the Notes and/or offset potential cash payments the Company may be required to make in excess of the principal amount of converted Notes, with such reduction and/or offset subject to a cap initially equal to $30.70 per share (which represents a premium of 100% over the last reported sale price of Common Shares on the NYSE American on December 31, 2025), and is subject to certain adjustments under the terms of the capped call transactions.
Net proceeds from the offering are intended to support rare earth element initiatives, including expansion at the White Mesa Mill and the Donald Project, as well as general corporate purposes.
Working Capital and Future Requirements for Funds
As of December 31, 2025, the Company had working capital of $927.44 million, including $64.74 million in cash and cash equivalents, $797.11 million of marketable securities, $18.02 million in trade and other receivables, approximately 810,000 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.
Cash and Cash Flows
The following table summarizes our cash flows (in thousands):
Year Ended December 31,
Net cash used in operating activities
Net cash used in investing activities
Net cash provided by financing activities
Effect of exchange rate fluctuations on cash held in foreign currencies
Plus: net cash and restricted cash acquired from business combination
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
Table of Conten t s
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Net cash used in operating activities
Net cash used in operating activities increased by $45.51 million to $89.48 million for the year ended December 31, 2025 from $43.97 million for the year ended December 31, 2024 primarily due to $25.14 million paid to settle asset retirement obligations for reclamation activities completed at the Kwale Project during the year ended December 31, 2025, lower gross profits of $6.18 million on uranium concentrates sales in 2025 and higher operating costs following the acquisition of Base Resources on October 2, 2024.
Net cash used in investing activities
Net cash used in investing activities increased by $764.76 million to $778.06 million for the year ended December 31, 2025 from $13.30 million for the year ended December 31, 2024. The increase is primarily due to the investment of excess cash from the issuance of our Notes until into marketable debt securities until the proceeds are used. On a net basis, the increase in cash outflows from purchases and maturities of marketable securities was $762.18 million between periods. It also includes advances to the Donald Project JV of $10.42 million, which is accounted for as marketable debt security. Additions to property, plant, and equipment and mineral properties increased $22.41 million between periods. Additionally, our contributions to our investments in the Donald Project JV and Tate increased $3.86 million. These increases were partially offset by cash paid of $16.83 million to settle contingent consideration upon change of control with our acquisition of the Vara Mada Project in 2024, increased proceeds from asset sales of $5.23 million during the year ended December 31, 2025 and $1.64 million of intangible assets acquired during the year ended December 31, 2024.
Net cash provided by financing activities
Net cash provided by financing activities increased by $879.37 million to $894.96 million for the year ended December 31, 2025 from $15.59 million for the year ended December 31, 2024, primarily due to net proceeds of $674.67 million from the issuance of the Notes and higher net proceeds of $255.57 million for the issuance of Common Shares for cash, under the ATM between periods. The net proceeds from the Notes were used to pay the capped calls of $53.55 million. The remaining net proceeds are expected to be used for funding development expenditures, including project financing, required for the Company's planned Phase 2 Circuit, funding development and earn-in expenditures, including project financing, required for the Donald Project, as well as general corporate needs, ongoing operational needs and working capital requirements.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Refer to “ Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Cash Flows ” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion on cash and cash flows for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2025 (in thousands):
Years Ended December 31,
Thereafter
Total
Undiscounted decommissioning liabilities
Operating lease obligations
Total contractual obligations
Critical Accounting Estimates
The preparation of these consolidated financial statements in accordance with U.S. GAAP requires the use of certain critical accounting estimates and judgments that affect the amounts reported. It also requires management to exercise judgment in applying the Company’s accounting policies. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience. Although the Company regularly reviews the estimates and judgments made that affect these financial statements, actual results may be materially different.
Significant estimates made by management include:
Table of Conten t s
Mineral Resources and Mineral Reserves
The Company has established the existence of multiple Mineral Resources and extracts and processes saleable products from its operations. Many of the Company’s material properties are still in the exploration stage and only have Mineral Resources. The Company expenses most amounts that would otherwise be capitalized and subsequently depleted over the life of mining operations with Mineral Reserves. As a result, the Company’s consolidated financial statements may not be directly comparable to the financial statements of other mining companies having numerous Mineral Reserves.
The Company has also established Proven Mineral Reserves or Probable Mineral Reserves, as defined under SEC S-K 1300, at each of its Vara Mada, Pinyon Plain and Sheep Mountain Projects. The Company is “Production Stage Issuer” as defined by S-K 1300, as it is engaged in the material extraction of mineral reserves on at least one material property as of December 31, 2025.
Geological information relating to the size, depth and shape of the deposits requires complex geological judgments to interpret. The estimation of future cash flows related to Mineral Resources and Mineral Reserves is based upon a number of factors, including, but not limited to estimates of future commodity prices, future construction and operating costs as well as geological assumptions and judgments made in estimating the size and grade of the Mineral Resource or Mineral Reserve. Changes in the Mineral Resource and Mineral Reserve estimates may impact the carrying value of mining and recovery assets, reclamation and remediation obligations and depreciation and impairment.
For assets with Proven Mineral Reserves or Probable Mineral Reserves that are in the Production Stage, we deplete the Mineral Reserve using the units-of-production method over the estimated life of the ore body based on the estimated recoverable material to be produced from proven and probable reserves. The process to estimate proven and probable reserves requires significant judgment in evaluating and assessing available geological, geophysical, engineering and economic data, projected rates of E&R, estimated commodity price forecasts and the timing of future expenditures, all of which, by their very nature, subject to interpretation and uncertainty.
Changes in these estimates may materially change the carrying value of the Company’s mining and recovery assets and the recorded amount of depletion.
Impairment testing of mining and recovery assets
We review the carrying values of our mining and recovery assets when events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and undiscounted net cash flows. An impairmentloss is recognized when the carrying value of a mining or recovery asset is not recoverable based on this analysis. When performing this review, we are required to make significant estimates of, among other things, future production and sale volumes, forecasted commodity prices, future operating and capital costs and reclamation costs to the end of the mining asset’s life. These estimates are subject to various risks and uncertainties, which may result in changes to the expected recoverability of the carrying values of mining and recovery assets. We have not recorded an impairmentloss related to our mining and recovery assets for the years ended December 31, 2025, 2024 and 2023.
Asset retirement obligations
An asset retirement obligations (“ ARO ”) is a liability that is recorded when an asset is expected to require reclamation and remediation. AROs may be incurred where there is a legal obligation associated with the retirement of a long-lived asset that results from the acquisition, construction, development, and/or normal operation of that asset. For disturbances to a property that will require future reclamation and remediation, we record AROs when such a disturbance has occurred. We have accrued our best estimate of the cost to decommission our mining and milling properties in accordance with existing laws, contracts and other policies. The estimate of future costs involves a number of estimates relating to timing, type of costs, mine closure plans and review of potential methods and technical advancements. Furthermore, due to uncertainties concerning environmental remediation, the ultimate cost of our decommissioning liability could differ from the amounts provided. The estimate of our obligation is subject to change due to amendments to applicable laws and regulations and as new information concerning our operations becomes available. We are not able to determine the impact on the Company’s financial position, if any, of environmental laws and regulations that may be enacted in the future. Additionally, the expected cash flows in the future are discounted at our estimated credit-adjusted risk-free rate based on the periods the Company expects to complete the reclamation and remediation activities. Differences in the expected periods of reclamation or in the credit-adjusted risk-free rates used could have a material difference in the actual settlement of the obligations compared with the amounts provided.
Table of Conten t s
Off-Balance Sheet Arrangements
See Note 16 – Commitments and Contingencies to the consolidated financial statements for information on our off balance sheet arrangements.
