Energy Fuels (EFR) M&A Announcement summary

Deal rationale and strategic fit

• The combination creates a globally significant critical mineral company with advanced rare earth processing capabilities in the U.S., leveraging complementary strengths in heavy mineral sands and rare earths.

• Acquisition of Base Resources secures the Toliara Project in Madagascar, considered a world-class source of rare earth minerals, supporting U.S. clean energy, economic security, and national defense.

• The merged entity gains 100% ownership of the world-class Toliara project, enhancing its portfolio with robust mineral sands and rare earth resources.

• Positions Energy Fuels to become a leading global supplier of advanced rare earth products, titanium, and zirconium minerals, while maintaining its status as a top U.S. uranium producer.

• The integration brings together recognized management and operational expertise, accelerating project advancement and value creation.

Financial terms and conditions

• Transaction valued at approximately US$178.4 million, paid via issuance of 31,920,983 Energy Fuels shares at US$5.59 per share.

• The Toliara project now has an NPV of $2 billion, up from $1 billion after including monazite, with a CapEx just under $600 million and a 38-year mine life.

• Approximately $80 million will be spent over the next 14 months to reach final investment decision, including $17 million in deferred consideration and $10 million in land compensation.

• Rehabilitation provision for the Kwale project is about $45 million, fully funded from existing cash flows.

Synergies and expected cost savings

• The merger leverages existing processing capabilities, reducing the need for new expertise or permitting, and enables lower-risk entry into rare earth oxide production.

• Acquisition enables control over internal supply chain and costs by developing and processing rare earth minerals at Energy Fuels' Utah facility.

• The combined group can monetize byproduct monazite from mineral sands, decoupling project economics from volatile rare earth prices.

• Expected to generate significant additional cash flow from traditional heavy mineral sands products, including titanium and zirconium.

• Integration of best-of-breed expertise across the group is expected to drive operational efficiency and project execution.