ENERGY FUELS INC

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. The completion of this acquisition, which is subject to receipt of ASM shareholder, court and regulatory approvals, is expected as early as June 2026, and would make the Company a fully integrated REE “mine-to-metal and alloy” producer outside of China, thereby providing the Company with the potential for additional cashflow, margin, and product line offerings in REE metals and alloys. See Part II, Item 7. Proposed Acquisition of Australia Strategic Materials Limited and Note 21 - Subsequent Events to the consolidated financial statements for more information.

ISR Uranium Activities

The Company conducts its ISR recovery activities through its Nichols Ranch Project in northeast Wyoming, which it acquired in June 2015 through the acquisition of Uranerz Energy Corporation (“Uranerz”).

The Nichols Ranch Project includes: (i) the Nichols Ranch Plant (100% ownership); (ii) the Nichols Ranch Wellfields (100% ownership); (iii) the Jane Dough Property (81% ownership); (iv) the Hank Project (100% ownership), which includes the permitted but not constructed Hank Satellite Plant; (v) North Rolling Pin (100% ownership); and (vi) West North Butte (100% ownership). See The Nichols Ranch Remaining Mineral Resources – In Situ Uranium. The Company also acquired through the acquisition of Uranerz the Reno Creek Property (which it has since sold) and the Arkose Mining Venture, a joint venture of ISR properties held 81% by Energy Fuels. See Non-Material Mineral Properties - Other ISR Projects. Production from existing wellfields at Nichols Ranch was depleted during 2020. In order for Nichols Ranch to engage in future uranium production, the Company will need to incur capital expenditures to develop additional wellfields. While production at the Nichols Ranch Project is currently being maintained on standby, the Company is undertaking exploration and development activities to expand the resources at the Nichols Ranch Project and to further develop a wellfield to be ready for potential recommencement of production within 12 months of a “go” decision.

Conventional Uranium Activities

The Company conducts its conventional uranium E&R activities through its 100% owned White Mesa Mill, which is the only operating conventional uranium mill in the U.S. The Mill, located near Blanding, Utah, is centrally located such that it can be fed by a number of the Company’s uranium and uranium/vanadium projects in Colorado, Utah, Arizona and New Mexico, as well as by ore purchase or toll milling arrangements with third party miners in the region, as market conditions warrant. The Company also owns the Sheep Mountain Project in Wyoming, which is a conventional uranium project. Due to its distance from the White Mesa Mill, the Sheep Mountain Project is not expected to be a source of feed material for the Mill. The Sheep Mountain Project consists of the Sheep Mountain Extraction Operation (both open pit and underground), which is permitted, and the proposed Sheep Mountain Processing Operation (heap leach), which is not permitted at this time.

The Company’s principal conventional uranium properties include the following:

•the White Mesa Mill (see The White Mesa Mill);

•the Pinyon Plain Project (see The Pinyon Plain Project);

•the Roca Honda Project (see The Roca Honda Project);

•the Sheep Mountain Project (see The Sheep Mountain Project);

•the Bullfrog Project (see The Bullfrog Project);

•the La Sal Project (see The La Sal Project);

•the Arizona Strip uranium properties located in north-central Arizona, including: the Arizona 1 Project, the Wate Project, and EZ Project (see Non-Material Mineral Properties – Other Conventional Projects – Arizona Strip); and

•the Whirlwind Project located in southwest Colorado on the Colorado and Utah border (see Non-Material Mineral Properties – Other Conventional Uranium Projects – Colorado Plateau).

The Company has a 100% interest in all these conventional properties.

• We are subject to technical innovation and obsolescence.
• Mining, extraction, recovery, processing, construction, development and exploration activities depend, to a substantial degree, on adequate infrastructure.
• 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 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.
• 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.
• 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.
• We are a “large accelerated filer” and are subject to a fully integrated audit pursuant to the Sarbanes-Oxley Act.
• 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.
• Participation in Industry Trade Petition and related activities could have negative repercussions.
• Participation in the renewal of the Russian Suspension Agreement and related activities could have negative repercussions.
• 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.
• Some of our mineral properties may never be put into a state of production.
• 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.
• 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.
• Vanadium mineral resource estimates for the La Sal Complex are based in part on Mill production records.
• We face risks associated with the closure of Kwale Operations.
• We face risks associated with our ability to earn our 49% interest in the Donald Project Joint Venture.
• We may be unable to raise debt financing as may be required or desirable.
• 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 need additional financing in connection with the implementation of our business and strategic plans from time to time.
• 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.
• We are subject to costs associated with decommissioning and reclamation of our properties.
• Our mineral properties may be subject to defects in title or risks of forfeiture.
• 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 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 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 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.
• Our operations in Africa expose us to regional-specific social, political, economic and/or other risks.
• 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.
• 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.
• We are subject to foreign currency risks which could have a material impact on our cash flows and profitability.
• We may not realize the anticipated benefits of previous acquisitions which 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 depend on the issuance of license amendments and renewals, which cannot be guaranteed.
• We will need to continuously add to our Mineral Reserve and Mineral Resource base and to expand our sources of Alternate Feed Materials.
• Our sales of Goods expose us to the risk of non-payment.
• We are dependent on key personnel and qualified and experienced employees.
• We are dependent on business partner, government and third-party consents and approvals.
• 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.
• 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.
• 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.
• An information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or reputation.
• Artificial intelligence presents risks and challenges that can impact our business by posing security risks to our confidential information, proprietary information and personal data.
• 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.
• 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.
• 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.
• 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.
• We may still incur substantially more debt or take other actions which would intensify the risks discussed above.
• 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.
• The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
• Conversion of the Notes may dilute the ownership interest of our shareholders or may otherwise 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.
• The capped call transactions may affect the value of the Notes and our Common Shares.
• We are subject to counterparty risk with respect to the capped call transactions, and the capped call transactions may not operate as planned.
• We are subject to Global Economic Risks.
• 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.
• 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 seriously hurt public reception to nuclear energy.
• The price of our Common Shares is subject to volatility.
• The issuance of additional Common Shares may impact the trading price of our Common Shares.
• 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.
• 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.