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What changed in ENERGY FUELS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ENERGY FUELS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+1542 added−1497 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-26)

Top changes in ENERGY FUELS INC's 2025 10-K

1542 paragraphs added · 1497 removed · 1029 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

249 edited+121 added−150 removed127 unchanged
Biggest changeThe Company is also advancing its permitting efforts at the Project to include baseline studies and other necessary studies to move the Project forward; • the Company plans to advance the permitting and design of the Phase 2 REE expansion at the Mill to enable the production of up to 4,000 – 6,000 tonnes of separated NdPr, along with separated Dy, Tb and other REE materials; • the Company plans to continue to evaluate potential opportunities in REE metal, alloy and magnet-making as they may arise; • the Company plans to continue to pursue additional Alternate Feed Materials, third-party processing, ore purchases and other sources of feed for the Mill (including potential material recovered from AUM and other land cleanup work) and, when market conditions warrant, pursue the recovery of uranium and/or vanadium dissolved in the Mill’s tailings pond solutions; • the Company plans to continue to maintain selected 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; • the Company plans to advance permitting and evaluation activities for the Roca Honda and Bullfrog Projects; and • the Company continue to evaluate the potential for recovering and selling certain radioisotopes from the Mill’s existing process streams for use in making medical isotopes for emerging TAT cancer treatments.
Biggest changeStockpiled 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 favorable terms rather than having to accept contracts at current prices when the fundamentals suggest higher expected future prices; • the Company expects to process between 1,500,000 and 2,500,000 pounds of finished U 3 O 8 during 2026 from existing mined conventional mineralized material, conventional mineralized material inventories and Alternate Feed Materials; • the Company expects to sell between 1,500,000 and 2,000,000 pounds of uranium during 2026 under the Company’s existing long-term contracts with utilities and on the spot market, subject to market conditions; • Continue performing exploration activities at the Nichols Ranch Project to increase our uranium resource base; • Prepare two additional uranium mines (Nichols Ranch and Whirlwind Projects) to be ready to resume mining within 12 months of a “go” decision, though the exact timing for resumption of production from each of these projects will be subject to current and future uranium market conditions and/or procurement of additional long-term contracts; • Continue advancing each of the Donald and Vara Mada Projects to a positive FID expected as early as Q1 2026 and 2027, respectively, including seeking to secure financing for those projects; • Drill the southern half of the Bahia Project with the goal of compiling enough data and information to declare an S-K 1300 compliant Initial Assessment and NI 43-101 compliant technical report by the end of 2026 while advancing permitting efforts at the Project to include baseline and other necessary studies; • Advance the Company’s plans to expand its heavy REE production at its Phase 1 Circuit for the 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; • Advance the Company’s plans 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; • Advance the permitting and design of the proposed Phase 2 Circuit REE expansion at the Mill to enable the total production (from the Phase 1 Circuit and Phase 2 Circuit) of up to 6,000 tonnes of separated NdPr, along with separated Dy, Tb and other REE materials, and seek to secure financing for the Phase 2 Circuit; • Continue to pursue additional Alternate Feed Materials, third-party processing, ore purchases and other sources of feed for the Mill (including potential material recovered from AUM and other land cleanup work) and, when market conditions warrant, pursue the recovery of uranium and/or vanadium dissolved in the Mill’s tailings pond solutions; 27 Table of Conten t s • Continue to maintain selected 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; • Advance permitting and evaluation activities for the Roca Honda and Bullfrog Projects; and • Continue to evaluate the potential for recovering and selling Ra-226 and Ra-228 from the Mill’s existing process streams for use in making medical isotopes for emerging TAT cancer treatments.
On March 26, 2006, Volcanic Metals Exploration Inc. acquired 100% of the outstanding shares of “Energy Fuels Resources Corporation.” On May 26, 2006, Volcanic Metals Exploration Inc. changed its name to “Energy Fuels Inc.” On November 5, 2013, the Company amended its Articles of Incorporation to consolidate its issued and outstanding, freely tradable Common Shares on the basis of one post-consolidation Common Share for every 50 pre-consolidation Common Shares (the “ Consolidation ”).
On March 26, 2006, Volcanic Metals Exploration Inc. acquired 100% of the outstanding shares of “Energy Fuels Resources Corporation.” On May 26, 2006, Volcanic Metals Exploration Inc. changed its name to “Energy Fuels Inc.” On November 5, 2013, the Company amended its Articles of Incorporation to consolidate its issued and outstanding, freely tradable Common Shares on the basis of one post-consolidation Common Share for every 50 pre-consolidation Common Shares.
Then, on October 8, 2021, President Biden issued a new proclamation restoring the original borders of Bears Ears National Monument, which consists “of those lands reserved as part of the Bears Ears National Monument as of December 3, 2017, and the approximately 11,200 acres added by Proclamation 9681, encompassing approximately 1.36 million acres.” In doing so, all such lands and interests contained within the monument were “appropriated and withdrawn from all forms of entry, location, selection, sale, or other disposition under the public land laws or laws applicable to the USFS, from location, entry, and patent under the mining laws, and from disposition under all laws relating to mineral and geothermal leasing, other than by exchange that furthers the protective purposes of the monument” (see “ A Proclamation on Bears Ears National Monument ,” dated October 8, 2021).
Then, on October 8, 2021, President Biden issued a new proclamation restoring the original borders of Bears Ears National Monument, which consists “of those lands reserved as part of the Bears Ears National Monument as of December 3, 2017, and the approximately 11,200 acres added by Proclamation 9681, encompassing approximately 1.36 million acres.” In doing so, all such lands and interests contained within the monument were “appropriated and withdrawn from all forms of entry, location, selection, sale, or other disposition under the public land laws or laws applicable to the USFS, from location, entry, and patent under the mining laws, and from disposition under all laws relating to mineral and geothermal leasing, other than by exchange that furthers the protective purposes of the monument” (see A Proclamation on Bears Ears National Monument , dated October 8, 2021).
Energy Fuels is an equal opportunity employer and is committed to making employment decisions based on valid job requirements, without regard to race, color, national origin, gender, religion, age, sex, sexual orientation, gender identity or gender expression, disability, veteran status or any other legally protected status.
Energy Fuels is an equal opportunity employer and is committed to making employment decisions based on valid job requirements, without regard to race, color, national origin, gender, religion, age, sex, sexual orientation, gender identity or expression, disability, veteran status or any other legally protected status.
Existing mining claims – predating a 20-year mineral withdraw initiated in 2012 – will remain in place, and the two approved mining operations within the boundaries of the monument would be able to operate.” As a result of the 2009 withdrawal from location and entry and the 2023 national monument designation, no new mining claims may be staked on the Withdrawn Lands or within the boundaries of the national monument, and no new Plans of Operations may be approved, other than Plans of Operations on mining claims that were valid at the time of the segregation, withdrawal or national monument designation, as applicable, and that remain valid at the time of plan approval.
Existing mining claims – predating a 20-year mineral withdraw initiated in 2012 – will remain in place, and the two approved mining operations within the boundaries of the monument would be able to operate.” As a result of the 2012 withdrawal from location and entry and the 2023 national monument designation, no new mining claims may be staked on the Withdrawn Lands or within the boundaries of the national monument, and no new Plans of Operations may be approved, other than Plans of Operations on mining claims that were valid at the time of the segregation, withdrawal or national monument designation, as applicable, and that remain valid at the time of plan approval.
You can contact our Investor Relations department at: Energy Fuels Inc. 225 Union Blvd., Suite 600 Lakewood, Colorado, 80228 Tel: 303.974.2140 Fax: 303.974.2141 Toll Free: 1.888.864.2125 E-mail: investorinfo@energyfuels.com Additionally, our Articles of Incorporation and By-laws, Charters of the Audit, Compensation, GN and EHSS Committees, Sustainability Report, and the majority of our Company policies, are available on our website.
You can contact our Investor Relations department at: Energy Fuels Inc. 225 Union Blvd., Suite 600 Lakewood, Colorado 80228 USA Tel: 303.974.2140 Fax: 303.974.2141 Toll Free: 1.888.864.2125 E-mail: investorinfo@energyfuels.com Additionally, our Articles of Incorporation and By-laws, Charters of the Audit, Compensation, GN and EHSS Committees, Sustainability Report, and the majority of our Company policies are available on our website.
Titanium Dioxide Minerals Ilmenite and rutile are primarily used as feedstock for the production of TiO 2 pigment, with a small percentage also used in the production of titanium metal and fluxes for welding rods and wire. TiO 2 is the most widely used white pigment because of its nontoxicity, brightness and very high refractive index.
Titanium Dioxide Minerals Ilmenite and rutile are primarily used as feedstock for the production of titanium (“ TiO 2 ” ) pigment with a small percentage also used in the production of titanium metal and fluxes for welding rods and wire. TiO 2 is the most widely used white pigment because of its nontoxicity, brightness and very high refractive index.
All such Forms 10-K, 10-Q and 8-K, including any amendments to such reports, filed after January 1, 2016 are available free of charge on our website, www.energyfuels.com , as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the SEC.
All such Forms 10-K, 10-Q and 8-K, including any amendments to such reports, filed after January 1, 2016 are available free of charge on our website at www.energyfuels.com as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the SEC.
The Mill is licensed to process 2,000 tons of ore per day and produce over 8 million pounds of U 3 O 8 per year. It is primarily a uranium recovery facility but can also recover REEs and vanadium from various uranium ores.
The Mill is licensed to process 2,000 tons of uranium ore per day and process over 8 million pounds of U 3 O 8 per year. It is primarily a uranium recovery facility, but can also recover REEs and vanadium from various uranium ores.
In addition, all public filings, including Insider Reports, of the Company can be found on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (“ EDGAR ”) platform, and on the OSC’s System for Electronic Data Analysis and Retrieval + (“ SEDAR+ ”) and System of Electronic Disclosure by Insiders (“ SEDI ”).
In addition, all public filings, including Insider Reports, of the Company can be found on the SEC’s Electronic Data Gathering, Analysis, and Retrieval Next (“ EDGAR Next ”) platform, and on the OSC’s System for Electronic Data Analysis and Retrieval + (“ SEDAR+ ”) and System of Electronic Disclosure by Insiders (“ SEDI ”).
Robotics is expected to become the largest demand driver for NdFeB magnets by 2040, followed by advanced air mobility, which will expand with the production of electric vertical takeoff and landing (eVTOL) aircraft.
Robotics is expected to become the largest demand driver for NdFeB magnets by 2040, followed by advanced air mobility, which will expand with the production of electric vertical takeoff and landing (“ eVTOL ”) aircraft.
REE separation facilities are additionally located in Vietnam, India, as well as Neo’s Silmet in Estonia, and use a variety of feedstocks and sources with small-scale or experimental operational facilities located elsewhere (Russia included).
REE separation facilities are additionally located in Vietnam, India, as well as Neo’s Silmet facility in Estonia, and use a variety of feedstocks and sources with small-scale or experimental operational facilities located elsewhere (Russia included).
The Company has also committed to make further contributions to support the Nation's transportation safety programs, education, the environment, public health and welfare, and local economic development on the Navajo Nation relating to uranium matters.
The Company also committed to make further contributions to support the Nation's transportation safety programs, education, the environment, public health and welfare, and local economic development on the Navajo Nation relating to uranium matters.
However, the Company believes it has a competitive advantage over many of its peers in the U.S. domestic uranium space and in the world REE space, outside of China, to the extent it has diversified business opportunities, including its ability to produce uranium, its ability to recover RE Carbonate, from monazite sand ores, its ability to recover vanadium as market conditions may warrant, and its potential ability to recover certain radioisotopes for use in TAT medical therapeutics.
However, the Company believes it has a competitive advantage over many of its peers in the U.S. domestic uranium space and in the world REE space, outside of China, to the extent it has diversified business opportunities, including its ability to produce uranium, its ability to recover RE Carbonate and separate REEs, from monazite sand ores, its ability to recover vanadium as market conditions may warrant, and its potential ability to recover certain radioisotopes for use in TAT medical therapeutics.
Monazite, the source of REEs currently utilized by the Company, also contains significant recoverable quantities of uranium, which fuels the production of carbon-free electricity using nuclear technology.
Monazite, the source of REEs currently utilized by the Company, also contains significant recoverable quantities of uranium, which fuels the production of carbon-emission free electricity using nuclear technology.
While U.S. and European utilities are reducing their exposure to Russian supply, the Company believes that Russia maintains significant capabilities across the nuclear fuel cycle, which could re-enter the global market in the future upon resolution of the conflict in Ukraine, circumvention of trade restrictions, or other factors.
While U.S. and European utilities are reducing their exposure to Russian supply, the Company believes that Russia, and increasingly China, maintains significant capabilities across the nuclear fuel cycle, which could re-enter the global market in the future upon resolution of the conflict in Ukraine, circumvention of trade restrictions, or other factors.
In addition to registered legal title, Madagascar has a system of customary title, giving land rights to traditional occupiers of land even though they do not have a registered title. The holder of a mining permit must also reach a written agreement with (as applicable) any traditional occupiers or usufructaries (beneficial occupants) of the land within the permit area.
In addition to registered legal title, Madagascar has a system of customary title, giving land rights to traditional occupiers of land even though they do not have a registered title. The holder of a mining permit must also reach a written agreement with (as applicable) any traditional occupiers or usufructuaries (beneficial occupants) of the land within the permit area.
The EHSS Committee also monitors the Company’s sustainability programs, including its efforts to pro-actively evaluate its programs and activities to ensure they meet the Company’s sustainability goals and objectives. Our Sustainability Report, which was first released in 2020 and is in the process of being updated, is available on the Company’s website at www.energyfuels.com .
The EHSS Committee also monitors the Company’s sustainability programs, including its efforts to pro-actively evaluate its programs and activities to meet the Company’s sustainability goals and objectives. Our Sustainability Report, which was first released in 2020 and is in the process of being updated, is available on the Company’s website at www.energyfuels.com .
Non-Material Mineral Properties – Other Conventional Projects – Colorado Plateau ”; • the Roca Honda Uranium Project (the “ Roca Honda Project ”), which is located near the town of Grants, New Mexico, held by the Company’s subsidiaries Strathmore Resources (US), Ltd. and Roca Honda Resources LLC. See “Part I, Item 2.
Non-Material Mineral Properties – Other Conventional Projects – Colorado Plateau ; • the Roca Honda Uranium Project (the “ Roca Honda Project ”), which is located near the town of Grants, New Mexico, held by the Company’s subsidiaries Strathmore Resources (US), Ltd. and Roca Honda Resources LLC. See Part I, Item 2.
The Company’s uranium inventories, along with expected uranium production in 2025 and subsequent years, are expected to provide the Company with the flexibility to complete spot sales in 2025 in response to improved market conditions, should the Company desire to do so. The Company will also continue to evaluate the potential to complete opportunistic purchases of uranium during 2025.
The Company’s uranium inventories, along with expected uranium production in 2026 and subsequent years, are expected to provide the Company with the flexibility to complete spot sales in 2026 in response to improved market conditions, should the Company desire to do so. The Company will also continue to evaluate the potential to complete opportunistic purchases of uranium during 2026.
The Company’s principal conventional properties include the following: • the Mill, which is an operating 2,000 ton-per-day uranium, vanadium and REE processing facility located in Utah and held through the Company’s subsidiary EFR White Mesa LLC. See “Part I, Item 2.
The Company’s principal conventional uranium properties include the following: • the Mill, which is an operating 2,000 ton-per-day uranium, vanadium and REE processing facility located in Utah and held through the Company’s subsidiary EFR White Mesa LLC. See Part I, Item 2.
The gap between demand and primary supply is being filled by stockpiled inventories and secondary supplies, which the Company believes have dwindled significantly in recent years. According to the WNA, the U.S. currently has 94 operating reactors, and another 13 reactors proposed. According to the U.S.
The gap between demand and primary supply is being filled by stockpiled inventories and secondary supplies, which the Company believes have dwindled significantly in recent years. According to the WNA, the U.S. currently has 94 operating reactors and another 25 reactors proposed. According to the U.S.
The Vanadium Market Vanadium is a metallic element that, when converted into ferrovanadium (“ FeV ”) (an alloy of vanadium and iron), is used primarily as an additive to strengthen and harden steel and make it anti-corrosive. According to market consultant FastMarkets, over 90% of FeV is used in the steel industry.
The Vanadium Market Vanadium is a metallic element that, when converted into FeV (an alloy of vanadium and iron), is used primarily as an additive to strengthen and harden steel and make it anti-corrosive. According to market consultant FastMarkets, over 90% of FeV is used in the steel industry.
On December 23, 2017, the Company issued a press release reiterating its past and present support of Bears Ears National Monument, and clarifying that the Company sought only minor adjustments to the original boundaries of the monument to prevent the boundary from directly abutting some of its existing operations, which were 39 Table of Content very minor adjustments, insignificant compared to the original size of the monument and not a reflection of President Trump’s nearly 85% reduction.
On December 23, 2017, the Company issued a press release reiterating its past and present support of Bears Ears National Monument, and clarifying that the Company sought only minor adjustments to the original boundaries of the monument to prevent the boundary from directly abutting some of its existing operations, which were very minor adjustments, insignificant compared to the original size of the monument and not a reflection of President Trump’s nearly 85% reduction.
Under the ban, which commences 90 days after enactment and terminates in 2040, all imports of uranium products from Russia will be banned, subject to waivers in the event “no alternative viable source of low-enriched uranium (“ LEU ”) is available to sustain the continued operation of a nuclear reactor or U.S. nuclear energy company.” However, the U.S.
Under the ban, which commences 90 days after enactment and terminates in 2040, all imports of uranium products from Russia will be banned, subject to waivers in the event “no alternative viable source of low-enriched uranium (“ LEU ”) is available to sustain the continued operation of a nuclear reactor or U.S. nuclear energy company.” Under the Act, the ability of the U.S.
Pursuant to the Company’s Diversity Policy, Energy Fuels’ Governance and Nominating Committee (“ GN Committee ”) is required to monitor, on an ongoing basis, the implementation and effectiveness of the Diversity Policy and to, 44 Table of Content at least annually, assess: (i) the mix of diversity, skill and expertise on the Board and the Executive Team, (ii) the measurable objectives set pursuant to the Policy, and (iii) progress in achieving such measurable objectives, including any targets, if set.
Pursuant to the Company’s Diversity Policy, Energy Fuels’ Governance and Nominating Committee (the “ GN Committee ”) is required to monitor, on an ongoing basis, the implementation and effectiveness of the Diversity Policy and to, at least annually, assess: (i) the mix of diversity, skill and expertise on the Board and the executive team; (ii) the measurable objectives set pursuant to the policy; and (iii) progress in achieving such objectives, including any targets, if set.
In addition, Energy Fuels will compete with other REE companies, along with traders, brokers, financial institutions, and other market actors, including some that are state-owned or state-supported or subsidized, for RE Carbonate and REE oxide sales.
In addition, Energy Fuels will compete with other REE companies, along with traders, brokers, financial institutions, and other market actors, including some that are state-owned or state-supported or subsidized, for REE oxide sales.
Risk Factors .” San Juan County Clean Energy Foundation On September 16, 2021, the Company announced its establishment of the San Juan County Clean Energy Foundation (the “ Foundation ”), a fund specifically designed to contribute to the communities surrounding the Mill in southeastern Utah.
San Juan County Clean Energy Foundation On September 16, 2021, the Company announced its establishment of the San Juan County Clean Energy Foundation (the “ Foundation ”), a fund specifically designed to contribute to the communities surrounding the Mill in southeastern Utah.
Buyers seek to balance the security of supply with the opportunity to take advantage of lower prices. For this reason, 27 Table of Content both buyers and sellers track current spot and term prices for uranium carefully, make considered projections as to future prices, and negotiate with one another on transactions which each deems favorable to their respective interests.
Buyers seek to balance the security of supply with the opportunity to take advantage of lower prices. For this reason, both buyers and sellers track current spot and term prices for uranium carefully, make considered projections as to future prices and negotiate with one another on transactions which each deems favorable to their respective interests.
Tenements may be cancelled if the holder fails to meet the terms of their issue. In the State of Victoria, Australia, the types of mineral license for heavy mineral sands and rare earths include exploration licenses, retention licenses and mining leases. 1. Exploration licenses: gives the license holder exclusive rights to explore for specific minerals within the specified license area.
Tenements may be cancelled if the holder fails to meet the terms of their issue. In the State of Victoria, Australia, the types of mineral license for HMS and rare earths include exploration licenses, retention licenses and mining leases. 1. Exploration licenses: gives the license holder exclusive rights to explore for specific minerals within the specified license area.
The Ranobe deposit, which forms the basis of the Toliara Project, is located some 18 km inland and 45 km north of the regional port town of Toliara, approximately 640 km southwest of Antananarivo, the capital of Madagascar.
The Ranobe deposit, which forms the basis of the Vara Mada Project, is located some 18 km inland and 45 km north of the regional port town of Toliara, approximately 640 km southwest of Antananarivo, the capital of Madagascar.
By acquiring the Bahia Project, the Toliara Project and the right to earn into a 49% interest in the Donald Project, the Company has secured what it believes will be low-cost feedstock that can be processed in the U.S. into competitive separated REE products available for sale to U.S. and allied customers.
By acquiring the Vara Mada Project, Bahia Project, and the right to earn into a 49% interest in the Donald Project, the Company has secured what it believes will be low-cost feedstock that can be processed in the U.S. into competitive separated REE products available for sale to U.S. and allied customers.
It was incorporated on June 24, 1987 in the Province of Alberta under the name “368408 Alberta Inc.” In October 1987, 368408 Alberta Inc. changed its name to “Trevco Oil & Gas Ltd.” In May 1990, Trevco Oil & Gas Ltd. changed its name to “Trev Corp.” In August 1994, Trev Corp. changed its name to “Orogrande Resources Inc.” In April 2001, Orogrande Resources Inc. changed its name to “Volcanic Metals Exploration Inc.” On September 2, 2005, the Company was continued under the Business Corporations Act (Ontario) (the “ OBCA ”).
It was incorporated on June 24, 1987 in the Province of Alberta under the name “368408 Alberta Inc.” In October 1987, 368408 Alberta Inc. changed its name to “Trevco Oil & Gas Ltd.” In May 1990, Trevco Oil & Gas Ltd. changed its name to “Trev Corp.” In August 1994, Trev Corp. changed its name to “Orogrande Resources Inc.” In April 2001, Orogrande Resources Inc. changed its name to “Volcanic Metals Exploration Inc.” On September 2, 2005, the Company was continued under the OBCA.
The environmental permit is issued by the National Office for Environment (Office National pour l'Environnement or “ONE”). A mining permit holder is granted certain rights to occupy the relevant land under the New Mining Code and must inform the rightful claimants of such rights of occupation.
The environmental permit is issued by the National Office for Environment (Office National pour l'Environnement or “ ONE ”). A mining permit holder is granted certain rights to occupy the relevant land under the New Mining Code and must inform the rightful claimants of such rights of occupation.
Available Information Detailed information about Energy Fuels is, and will continue to be, included in our annual reports on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedules 14A and other reports, and amendments to those reports that we file with or furnish to the SEC and, for Canadian purposes, the Ontario Securities Commission (“ OSC ”).
Available Information Detailed information about Energy Fuels is, and will continue to be, included in our annual reports on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedules 14A and other reports, and amendments to those reports that we file with or furnish to the SEC and, for Canadian purposes, the OSC.
Bureau of Land Management (the “ BLM ”) and the United States Forest Service (the “ USFS ”) on public lands under their jurisdiction; (4) the U.S.
Bureau of Land Management (the “ BLM ”) and the United States Forest Service (the “ USFS ”) on public lands under their jurisdiction; (iv) the U.S.
Further, the Company believes that Russia’s ongoing invasion of Ukraine has sparked a widespread trend away from Russian-sourced nuclear fuel supply. On May 13, 2024, President Joe Biden signed the Prohibiting Russian Uranium Imports Act, which bans the import of Russian uranium products into the U.S.
Further, the Company believes that Russia’s ongoing war in Ukraine has sparked a widespread trend away from Russian-sourced nuclear fuel supply. On May 13, 2024, President Joe Biden signed the Prohibiting Russian Uranium Imports Act (the “ Act ”), which bans the import of Russian uranium products into the U.S.
In all jurisdictions in which the Company operates, specific statutory and regulatory requirements must be met throughout the life of the mining or processing operations regarding air quality, water quality, fisheries, wildlife and biodiversity protection, archaeological and cultural resources, solid and hazardous waste management and disposal, the management and transportation of hazardous chemicals, toxic substances, noise, community right-to-know, land use and reclamation.
In all jurisdictions in which the Company operates, specific statutory and regulatory requirements must be met throughout the life of the mining or processing operations regarding air quality, water quality, fisheries, wildlife and biodiversity protection, archaeological and cultural resources, solid and hazardous waste management and disposal, the management and transportation of hazardous chemicals, toxic substances, 36 Table of Conten t s noise, community right-to-know, land use and reclamation.
The Kwale Project operates pursuant to the terms of Special Mining Lease 23 (“ SML 23 ”), issued by the Mines and Geological Department on July 6, 2004 under the former Mining Act CAP 306 (now repealed).
The Kwale Project formerly operated pursuant to the terms of Special Mining Lease 23 (“ SML 23 ”), issued by the Mines and Geological Department on July 6, 2004 under the former Mining Act CAP 306 (now repealed).
The Sheep Mountain Project ”; • the Bullfrog Project (the “ Bullfrog Project ”), which is located in south central Utah near the town of Ticaboo, and which is held by the Company’s subsidiary EFR Henry Mountains LLC. See “Part I, Item 2.
The Sheep Mountain Project ; • the Bullfrog Project (the “ Bullfrog Project ”), which is located in south central Utah near the town of Ticaboo, held by the Company’s subsidiary EFR Henry Mountains LLC. See Part I, Item 2.
The Foundation 21 Table of Content focuses on supporting education, the environment, health/wellness, and local economic development in the City of Blanding, San Juan County, the White Mesa Ute Community, the Navajo Nation and other area communities.
The Foundation focuses on supporting education, the environment, health/wellness, and local economic development in the City of Blanding, San Juan County, the White Mesa Ute Community, the Navajo Nation and other area communities.
Like the Former Mining Code, the New Mining Code provides that all mineralization on the surface and in the subsoil, waters and seabed of the territory of Madagascar, are the property of the Malagasy State. 42 Table of Content The New Mining Code covers all aspects of mining, including tenure.
Like the Former Mining Code, the New Mining Code provides that all mineralization on the surface and in the subsoil, waters and seabed of the territory of Madagascar, are the property of the Malagasy State. The New Mining Code covers all aspects of mining, including tenure.
In addition to producing uranium from our mines, we recycle other companies’ uranium-bearing tailings or wastes (Alternate Feed Materials) at the Mill for the extraction of uranium that would otherwise have been permanently disposed of, thereby reducing the need for new mining by maximizing extraction of existing sources and limiting the number of constituents ultimately disposed of.
In addition to producing uranium from our mines, we recycle other companies’ uranium-bearing tailings or 42 Table of Conten t s wastes (Alternate Feed Materials) at the Mill for the extraction of uranium that would otherwise have been permanently disposed of, thereby reducing the need for new mining by maximizing extraction of existing sources and limiting the number of constituents ultimately disposed of.
Non-Material Mineral Properties – Other Conventional Uranium Projects – Arizona Strip ”; and • a number of non-core uranium properties, which are held in various of the Company’s subsidiaries. See “Part I, Item 2.
Non-Material Mineral Properties – Other Conventional Uranium Projects – Arizona Strip ; and • a number of non-core uranium properties, which are held in various of the Company’s subsidiaries. See Part I, Item 2. Non-Material Mineral Properties .
Recently, large technology companies including Google, Microsoft and Amazon have announced their interest in using nuclear energy to meet growing demand for energy needed for data centers to support artificial intelligence initiatives.
Recently, large technology companies including Google, Microsoft and Amazon have announced their interest in using nuclear energy to meet growing demand for energy needed for data centers to support AI initiatives.
The Company believes that financial entities purchasing uranium on the spot market for long-term investment continue to represent a fundamental shift in the uranium market due to increasing demand and removing readily available material from the market that would otherwise serve as supply to utilities, traders and others.
The Company believes that financial entities purchasing uranium on the spot market for long-term investment continue to represent a fundamental shift in the uranium market, while removing readily available material from the market that would otherwise serve as supply to utilities, traders and others.
The Bullfrog Project ”; • the Wate project (the “ Wate Project ”), which is a uranium deposit in the permitting stage; the Arizona 1 Project, which is a fully permitted uranium project on standby; and the EZ properties, which are uranium deposits in the exploration and evaluation stage.
The Bullfrog Project ; • the Wate Project (the “ Wate Project ”), which is a uranium deposit in the permitting stage; the Arizona 1 Project, which is a fully permitted uranium project on standby; and the EZ properties, which are uranium deposits in the exploration and evaluation stage (together, the “ Arizona Strip Projects ”).
Changes in these regulations or changes in regulatory attitudes or interpretations could require the Company to expend significant resources to comply with new laws or regulations, attitudes or interpretations relating 36 Table of Content thereto, or changes to current requirements and could have a material adverse effect on the Company’s business operations.
Changes in these regulations or changes in regulatory attitudes or interpretations could require the Company to expend significant resources to comply with new laws or regulations, attitudes or interpretations relating thereto, or changes to current requirements and could have a material adverse effect on the Company’s business operations.
The Company’s U.S.-based assets, which include uranium, vanadium and REE extraction, recovery, permitting, evaluation and exploration assets, are held directly and indirectly, as the case may be, by the Company’s wholly owned subsidiaries Energy Fuels Holdings Corp. (“ EF Holdings ”) and Strathmore Minerals Corp. (“ Strathmore ”).
The Company’s U.S.-based assets, which include uranium, vanadium and REE extraction, recovery, permitting, evaluation and exploration assets, are held directly and indirectly by the Company’s wholly owned subsidiaries Energy Fuels Holdings Corp. (“ EF Holdings ”) and Strathmore Minerals Corp. (“ Strathmore ”).
Upon successful production of R&D quantities of Ra-226, Energy Fuels plans to develop capabilities at the Mill for the commercial-scale production of Ra-226 and potentially Ra-228 in 2027-2028, conditional on completion of engineering design, securing sufficient offtake agreements for final radium production, and receipt of all required regulatory approvals.
Upon successful production of R&D quantities of Ra-226, Energy Fuels plans to develop capabilities at the Mill for the commercial-scale production of Ra-226 and potentially Ra-228 by as early as 2028, conditional on completion of engineering design, securing sufficient offtake agreements for final radium production and receipt of all required regulatory approvals.
Zircon demand growth is expected to closely follow GDP and to be driven by recoveries in demand for ceramics in housing and building, as well as growth in industrial 32 Table of Content manufacturing including foundries for steel products and refractories for glass production (including solar panels).
Zircon demand growth is expected to closely follow GDP and to be driven by recoveries in demand for ceramics in housing and building, as well as growth in industrial manufacturing including foundries for steel products and refractories for glass production (including solar panels).
The Foundation focuses on supporting education, the environment, health/wellness, and local economic development in the City of Blanding, San Juan County, Indigenous and other area communities.
The Foundation focuses on supporting education, the environment, health/wellness, and local economic development in the City of Blanding, San Juan County, Indigenous and other area communities. See San Juan County Clean Energy Foundation .
Through these operations and initiatives, we remain diligent in our efforts to ensure our operations minimize any impacts to public health, safety and the environment, including any impacts to water, air, wildlife, soil, cultural resources, the occupational 43 Table of Content health and safety of our workers and any impacts to members of the public.
Through these operations and initiatives, we remain diligent in our efforts to minimize impacts to public health, safety and the environment, including any impacts to water, air, wildlife, soil, cultural resources, the occupational health and safety of our workers and any impacts to members of the public.
The Company believes that competition for acquiring monazite prospects, production of REE products and completing REE product sales will continue to be intense in the future. To the extent many Chinese companies are state-subsidized or otherwise supported, the Company expects to continue to face tough competition in the REE space.
The Company believes that competition for acquiring monazite prospects, production of REE products and completing REE product sales will continue to be intense in the future. To the extent many Chinese companies are state-subsidized or otherwise supported, the Company expects to continue to face tough competition in the REE space. The HMS market is highly competitive.
In addition, vanadium is used in the aerospace and chemical industries, and continues to see interest in energy storage technologies, including vanadium redox flow batteries. China is the largest global producer of vanadium, with additional production coming from Russia, South Africa, and Brazil (Roskill).
In addition, vanadium is used in the aerospace and chemical industries and continues to see interest in energy storage technologies, including vanadium redox flow batteries. China is the largest global producer of vanadium, with additional production coming from Russia, South Africa and Brazil (U.S. Geological Survey).
Energy Information Administration (“ EIA ”), in 2024, the U.S. produced approximately 18.6% of its electricity from nuclear technology, while, according to the Nuclear Energy Institute (“ NEI ”), the U.S. achieved an average capacity factor of 93.0%, leading all other carbon-free sources by a wide margin.
Energy Information Administration (“ EIA ”), in 2024 (most recently published data), the U.S. produced approximately 18.6% of its electricity from nuclear technology, while, according to the Nuclear Energy Institute (“ NEI ”), the U.S. achieved an average capacity factor of 93%, leading all other (net) carbon-free sources by a wide margin.
As part of the Base Resources acquisition, the Company also acquired the Kwale Project in Kenya, which has ceased production at the end of 2024 and is currently in reclamation. The Toliara Project The Toliara Project is an HMS and REE project located in southwestern Madagascar that is in the permitting and development phase.
As part of the Company’s acquisition of Base Resources, the Company also acquired the Kwale Project in Kenya, which ceased production at the end of 2024 and is currently in reclamation. The Vara Mada Project The Vara Mada Project is an HMS and REE project located in southwestern Madagascar that is in the permitting and development phase.
ANM will approve or deny the report based on the economic and technical feasibility of exploiting the mineral explored for under the report. 2. Right to Request a Mining Concession : Following approval of the exploration report the company has 1 year to apply for a mining concession.
ANM will approve or deny the report based on the economic and technical feasibility of exploiting the mineral explored for under the report. 39 Table of Conten t s 2. Right to Request a Mining Concession : Following approval of the exploration report the company has 1 year to apply for a mining concession.
The Company’s marketing strategy is to seek a base of earnings and cash flow through sales of a portion of its uranium into term contracts, to the extent such contracts are available at satisfactory prices.
The Company’s marketing strategy seeks a base of earnings, margins and cash flow through sales of a portion of its uranium into term contracts, to the extent such contracts are available at satisfactory prices.
In Madagascar, an endemic indigenous tree and plant nursery has also been established and is in readiness for development of the Toliara Project.
In Madagascar, an endemic indigenous tree and plant nursery has also been established and is in readiness for development of the Vara Mada Project.
The Company will continue to selectively sell its vanadium pentoxide (“ V 2 O 5 ”) inventory (approximately 905,000 pounds as of December 31, 2024) on the spot market as markets warrant, but will otherwise continue to maintain it in inventory.
The Company expects to selectively sell its vanadium pentoxide (“ V 2 O 5 ”) inventory (approximately 905,000 pounds as of December 31, 2025) on the spot market, as market conditions warrant, but will otherwise continue to maintain it in inventory.
While demand for didymium, dysprosium, and terbium is projected to grow at a compound annual growth rate (“ CAGR ”) of 8.7%, global production will rise at a slower rate of 5.1%, leading to potential supply constraints.
While demand for didymium, dysprosium, 32 Table of Conten t s and terbium is projected to grow at a compound annual growth rate (“ CAGR ”) of 8.7%, global production will rise at a slower rate of 5.1%, leading to potential supply constraints.
Supply of zircon to meet future demand is also highly dependent on a significant amount of new supply entering the market from new projects. Monazite The monazite is a source of rare earth elements, uranium and thorium.
Supply of zircon to meet future demand is also highly dependent on a significant amount of new supply entering the market from new projects. Monazite Monazite is a source of REEs, uranium and thorium.
As demand for clean energy technologies and other advanced technologies increases in the coming years, the Company expects demand and prices for REEs to increase. Increases in supply sources for REEs are expected in conjunction with this anticipated rising demand.
As demand for these advanced technologies increases in the coming years, the Company expects demand and prices for REEs to increase. Increases in supply sources for REEs are expected in conjunction with this anticipated rising demand.
However, the Company also believes that while uranium market conditions have improved significantly since 2021, they still could be vulnerable, primarily as a result of secondary uranium supplies, excess inventories, and non-market activities of state-owned enterprises.
However, the Company also believes that while uranium market conditions have improved significantly since 2021, they still could be vulnerable, primarily due to secondary uranium supplies, excess inventories, and non-market activities of state-owned enterprises.
As the Company currently has sufficient finished U 3 O 8 inventory to meet its 2025 contract delivery requirements and may elect not to sell uranium into the spot market at current prices, the Company may decide to defer processing all or a portion of such stockpiled uranium ore inventories until after the end of 2025, thereby freeing up Mill capacity for an REE processing run or other uses during the second half of 2025.
As the Company currently has sufficient finished U 3 O 8 inventory to meet its 2026 contract delivery requirements and may elect not to sell uranium into the spot market at current prices, the Company may decide to defer processing all or a portion of such stockpiled uranium mineralized material inventories until a later date, thereby freeing up Mill capacity for an REE processing run or other uses during the second half of 2026.
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.
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 38 Table of Conten t s Canyon National Monument.
All of the Company’s Arizona Strip properties are held by the Company’s subsidiary EFR Arizona Strip LLC, with the exception of the Wate Project, which is held by the Company’s subsidiary Wate Mining Company LLC. See “Part I, Item 2.
The Arizona Strip Projects are all held by the Company’s subsidiary EFR Arizona Strip LLC, with the exception of the Wate Project, which is held by the Company’s subsidiary Wate Mining Company LLC. See Part I, Item 2.
Because of their widespread use in industrial and consumer goods, demand for HMS is strongly linked to global GDP growth and, in the case of monazite, the world’s green energy transition and deployment of advanced technologies.
Because of their widespread use in industrial and consumer goods, demand for HMS minerals is strongly linked to global gross domestic product (“ GDP ”) growth and, in the case of monazite, the world’s green energy transition and deployment of advanced technologies.
New housing construction, health of emerging economies and the seasonal northern hemisphere painting season (dry and warm months) are all key drivers of demand for mineral sands.
New housing construction, health of emerging economies, and the seasonal northern hemisphere painting season (dry and warm months) are all key drivers of demand for HMS minerals.
The Mill can recycle other uranium-bearing materials not derived from natural or native ores, known as Alternate Feed Materials, for the recovery of uranium, alone or in combination with other metals. In addition, the Mill is also evaluating the potential to recover certain radioisotopes from its existing process streams that can be used for TAT medical purposes.
The Mill also recycles other uranium-bearing materials not derived from natural or native ores, known as Alternate Feed Materials, for the recovery of uranium (alone or in combination with other metals). In addition, the Mill is also evaluating the potential to recover certain radioisotopes (Ra-226 and Ra-228) from its existing process streams that can be used for TAT medical treatments.
These REEs are used in the powerful neodymium-iron-boron (“ NdFeB ”) magnets that power the most efficient EVs and hybrid EVs, along with uses in other clean energy and defense technologies. The grade of uranium contained in the monazite, which is generally comparable to typical Colorado Plateau uranium deposits, will also be recovered at the Mill.
These REEs are used in the powerful neodymium-iron-boron (“ NdFeB ”) magnets that power the most efficient EVs and hybrid EVs, along with uses in other clean energy and defense technologies. Second, the uranium concentration contained in the monazite is generally comparable to typical Colorado Plateau uranium deposits and can be recovered at the Mill.
In 2025, the Company plans to continue to advance permitting and development on the Roca Honda and Bullfrog projects, which together with the Company's Sheep Mountain Project, could expand the Company’s uranium production to a run-rate of up to five million pounds of U 3 O 8 per year in the coming years, as market conditions warrant.
In 2026, the Company plans to continue to advance permitting and development on the Roca Honda and Bullfrog projects, which together with the Company’s Sheep Mountain Project, could expand the Company’s uranium production by over five million pounds of U 3 O 8 per year in the coming years, as market conditions warrant.
Mine Safety and Health Administration (“ MSHA ”); (5) the United States Environmental Protection Agency (the “ EPA ”) for radon emissions from underground mines; and (6) other federal agencies, including without limitation the U.S. Fish and Wildlife Service, U.S. Army Corps of Engineers (“ USACE ”) and the DOE, where certain conditions exist.
Mine Safety and Health Administration (“ MSHA ”); (v) the United States Environmental Protection Agency (the “ EPA ”) for radon emissions from underground mines and conventional and nonconventional tailings impoundments; and (vi) other federal agencies, including without limitation the U.S. Fish and Wildlife Service, U.S. Army Corps of Engineers (“ USACE ”) and the DOE, where certain conditions exist.
The La Sal Project ”) and the Whirlwind uranium/vanadium project (the “ Whirlwind Project ”), both of which are located near the Colorado/Utah border (the “ Colorado Plateau ”) and, in addition to nearby exploration properties, are held by the Company’s subsidiary EFR Colorado Plateau LLC. See “Part I, Item 2.
The La Sal Project and the Whirlwind uranium/vanadium project (the “ Whirlwind Project ”), both of which are located near the Colorado/Utah border in the four-corners area of the U.S. (the “ Colorado Plateau ”) and, in addition to nearby exploration properties, are held by the Company’s subsidiary EFR Colorado Plateau LLC. See Part I, Item 2.
Zircon's unique properties include heat and wear resistance, stability, opacity, hardness and strength, making it sought after for other applications such as refractories, foundries and specialty chemicals. Demand growth for zircon is closely linked to growth in global construction and increasing urbanization in the developing world. China dominates the zircon market, accounting for over 45% of global consumption.
Zircon’s unique properties include heat and wear resistance, stability, opacity, hardness and strength, making it sought after for other applications such as refractories, foundries and specialty chemicals. Demand growth for zircon is closely linked to growth in global construction and increasing urbanization in the developing world.
Such licenses are obtained by the Company as required. The Company is required to comply with applicable environmental and regulatory laws and regulations in the other countries in which it operates, and also applies international standards where appropriate. Land and Mineral Tenure U.S.
The Company is required to comply with applicable environmental and regulatory laws and regulations in the other countries in which it operates and also applies international standards where appropriate. Land and Mineral Tenure U.S.
The Mill has historically operated on a campaign basis, whereby mineral processing occurs as mill feed, contract requirements and/or as market conditions warrant. Over the years, Company-owned and third-party owned conventional uranium properties in Utah, Colorado, Arizona and New Mexico have been both active and on standby in response to changing market conditions.
The Mill has historically operated on a campaign basis whereby mineral processing occurs according to the availability of feedstock for the Mill, contract fulfillment obligations and/or as market conditions warrant. Over the years, Company-owned and third-party owned conventional uranium properties in Utah, Colorado, Arizona and New Mexico have been both active and on standby in response to changing market conditions.
The Company’s current R&D activities are being conducted using existing Mill facilities without the need for capital improvements of any significance. Capital development for future commercial production capabilities, upon successful production at the R&D level, would be expected to be supported by future offtake agreements for radium production.
The Company’s current R&D activities are being conducted using existing Mill facilities without the need for capital improvements of material significance. Capital development for future commercial production capabilities, upon successful production at the R&D level, would be expected to be supported by future offtake agreements for radium production. There are a number of risks inherent to the Company’s isotope activities.
With this growth, the industry will also 35 Table of Content need to ensure that its sustainability objectives keep pace, including the need to continue to reduce environmental impacts and improve social and economic outcomes for local communities.
With this growth, the industry will also need to monitor that its sustainability objectives keep pace, including the need to continue to reduce environmental impacts and improve social and economic outcomes for local communities.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

140 edited+50 added−12 removed242 unchanged
Biggest changeSustained reductions in the price of REEs would impact the Company’s returns from its REE initiatives and could render them infeasible. 53 Table of Content 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, Toliara 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 formalize fiscal and other terms applicable to the Toliara 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 with the Madagascar government over time; • The risk that monazite will not be added to the Toliara Project’s mining permit on a timely basis, or at all; • Risks associated with the reclamation and closure of the Kwale Project; • 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 and other parties relating to our Bahia Project, Toliara 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 Toliara Project, Donald Project or Bahia Project on a timely basis or at all, and that any or all of the Toliara 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; and negotiating and maintaining satisfactory fiscal and stability arrangements and obtaining foreign country government approvals on a timely basis or at all; ◦ 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 and sex trafficking, 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.
Biggest changeRisks 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.
With respect to uranium, such factors include, among others: demand for nuclear power; political and economic conditions in uranium producing and consuming countries; public and political response to a nuclear incident or fear of a nuclear incident; reprocessing of used reactor fuel, the re-enrichment of depleted uranium tails and the enricher practice of underfeeding; sales of excess civilian and military inventories (including from the dismantling of nuclear weapons; the premature decommissioning of nuclear power plants; and from the build-up of Japanese utility uranium inventories as a result of the Fukushima incident) by governments and industry participants; uranium supply, including the supply from other secondary sources; production levels and costs of production, and government actions such as, for instance, any plans included in a President’s fiscal budget and those taken pursuant to the U.S.
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.
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.
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.
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 at a loss.
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).
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.
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.
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 production levels or increases in expected uranium, vanadium, REE, HMC and/or HMS product extraction levels.
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.
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.
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.
The Company is a “large accelerated filer,” meaning that, as of December 31, 2024: (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.
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.
We also face the typical risks associated 62 Table of Content 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.
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.
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; 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.
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.
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).
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).
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; 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; assumptions relating to challenges to or delays in the licensing and permitting process; and assumptions regarding any appeals or lack thereof, or injunctions or lack thereof, relating to any approvals, licenses or permits.
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.
Among other factors, these prices also affect the value of our resources, reserves and inventories, as well as the market price of our Common Shares. Market prices are affected by numerous factors beyond our control.
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.
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.
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.
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 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 those produced from coal-based resources or Alternate Feed Materials; • The inability of the Company to successfully enhance and modify existing Mill facilities to commission or otherwise construct and operate its planned Phase 2 REE separation 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.
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 successfully enhance and modify existing Mill facilities to commission or otherwise construct and operate its planned expansion of its Phase 1 Circuit and/or its Phase 2 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.
We face risks associated with our ability to earn our 49% interest in the Donald Project Joint Venture. Our ability to earn our 49% interest in the Donald Project is dependent on the occurrence of a positive FID.
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.
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 69 Table of Content 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.
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.
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 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.
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.
Government imposes such tariffs, sanctions, trade restrictions, or other measures against products and materials that we import to the United States 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 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.
There is competition for a limited number of monazite 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.
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.
Further, to the extent the Company is required to purchase monazite ore 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.
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.
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 and HMS industries, is small.
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.
The development of mineral properties and related 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.
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.
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 46 Table of Content infrastructure; world production levels; costs of production; risks associated with foreign governmental actions, policies, laws, rules, regulations and foreign state subsidized enterprises, with respect to REE production and sales, which could impact REE prices available to the Company and impact our access to world and domestic markets for the supply of REE-bearing ores and the sale of RE Carbonate, REE oxides, and other REE products and services to world and domestic markets; and other government actions, including licensing and import requirements.
With respect to 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 45 Table of Conten t s 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.
If we are then unable to extract uranium, vanadium, REEs, HMC and/or HMS products, or potentially copper, in commercially viable quantities, the capital investment of mining such properties may be lost and could materially impact our business.
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.
However, as there is a 47 Table of Content 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.
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.
The effect of these 50 Table of Content 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.
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.
There is a possibility that we will not discover uranium, vanadium, REEs and/or HMS, or potentially copper, on any or all of our properties which can be mined or extracted at a profit at any point in time or at all.
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.
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 Toliara 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.
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.
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, Toliara 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, Toliara 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, Toliara Project and Donald Project or any such other HMS projects, which could impact the supply of monazite available to the Company from such projects; • The risk of conducting exploration and mining activities in Brazil, Madagascar or any other developing or less-developed country, including: the need to rely on English/Foreign Language translations provided by third parties; variations in laws, labor practices, and social norms that could impact the Company’s ability to conduct business in a timely and effective manner; and delays caused by cross-border logistics, such as import and export processes; and • 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; • 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; 52 Table of Conten t s 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.
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.
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.
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 mining activities could be materially and adversely affected.
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.
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. While the now established 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.
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.
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 58 Table of Content and require significant capital outlays, adversely affecting our future earnings and competitive position and, potentially, our financial viability.
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.
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 mergers and acquisitions.
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.
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. 60 Table of Content We may need additional financing in connection with the implementation of our business and strategic plans from time to time.
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 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 2 REE separation circuit and facilities at the Mill and and may be required to develop potential REE metal and metal alloy facilities at the Mill or elsewhere.
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.
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; • 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; 54 Table of Content • 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.
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; 53 Table of Conten t s • 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.
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. 55 Table of Content Our operations on U.S. federal lands may be impacted by mineral withdrawals or the designation of national monuments by the U.S.
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.
In addition, while we believe that many of our properties will eventually engage in extraction or mining activities, such as the Bahia Project, the Toliara 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.
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.
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 Toliara Project and the Donald Project, although both the Toliara Project and the Donald Project are at a more advanced stage, they are not operating mines at this time.
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.
Risks Related to Our Business Some of our mineral properties may never be put into a state of production. In addition to the Toliara 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.
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.
Reliable roads, bridges, power sources and water supply are important determinants affecting capital and operating costs for existing and planned operations. For the Toliara Project, the Donald Project and the Bahia Project, new infrastructure will need to be built to support activities.
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.
In addition, the price the Company may be required to pay for monazite sands is subject not only to commercial factors but also to the risk of influence by foreign policy and/or foreign state-owned enterprises.
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.
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. We are a “large accelerated filer” and are subject to a fully integrated audit pursuant to the Sarbanes-Oxley Act.
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. 56 Table of Conten t s We are a “large accelerated filer” and are subject to a fully integrated audit pursuant to the Sarbanes-Oxley Act.
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; • maintaining public trust and social license through communication and engagement; and 59 Table of Content • 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).
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).
The Company believes that competition for acquiring monazite prospects, 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 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.
We will evaluate potential acquisitions of additional mines or 52 Table of Content 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.
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.
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 affected by unforeseen circumstances, including but not limited to delays due to litigation/injunctions.
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 49 Table of Conten t s affected by unforeseen circumstances, including but not limited to delays due to litigation/injunctions.
In addition, if the President of the United States 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.
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.
We are also subject to the risks that our employees, joint venture partners, and agents outside of the United States 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.
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.
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 feed for processing at the Mill.
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.
In addition, any strengthening of the U.S. dollar relative to other currencies makes our mineral extraction and recovery 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.
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.
However, market conditions may postpone or prevent the performance of mineral examinations on certain other 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.
However, market conditions may postpone or prevent the performance of mineral examinations on certain other 61 Table of Conten t s 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.
Other factors relating to the prices of uranium, vanadium, REEs, HMC and HMS products include: levels of supply and demand for a broad range of industrial products; substitution of new or different products in critical applications for our existing products; expectations with respect to the rate of inflation; the relative strength of the U.S. dollar and of certain other currencies; tariffs, subsidies or other trade barriers; interest rates; global or regional political or economic crises; regional and global economic conditions; and sales of uranium, vanadium, RE Carbonate, REE oxides and other REE products and services, and HMC and HMS products by holders in response to such factors.
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.
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, including receiving approval of the work authority for the phase 1 mine plan and additional regulatory approvals required for the mining, transport and export of REE concentrate; • an evaluation of the economics of phase 1 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, 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 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; • 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, 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 Agreements; • 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.
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; 59 Table of Conten t s • 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.
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 51 Table of Content products and the radioisotopes the Company may potentially be producing.
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.
In addition, the costs of pursuing such actions have been and could continue to be significant. 57 Table of Content Participation in the renewal of the Russian Suspension Agreement and related activities could have negative repercussions.
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.
However, in those circumstances, there can be no assurance at any time that such prices will ever, or within a reasonable time period, increase to the levels required to advance those properties or, in the case of projects or facilities on standby, to resume exploration, extraction, recovery or processing activities at those projects or facilities.
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 46 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.
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 pending completion of the required remedy, which could have a material adverse effect on the Company.
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 47 Table of Conten t s pending completion of the required remedy, which could have a material adverse effect on the Company.
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.
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.
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 and REEs, as well as 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, Toliara Project, the Donald Project and any other HMS projects and which could impact monazite supply for our RE Carbonate and separated REE production.
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.
There can also be no assurance that we will be able to enter into additional term contracts for future sales of uranium, vanadium or RE Carbonate at prices or in quantities that would allow us to successfully manage our exposure to price fluctuations.
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.
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.
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 Company faces a number of risks related to conducting business operations in foreign jurisdictions (including Brazil, Australia and Africa), such as heightened risks of political instability, expropriation of assets, business interruption, increased taxation, import/export controls, unilateral modification of concessions and contracts.
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.
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 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.
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. 71 Table of Content ITEM 1B. UNRESOLVED STAFF COMMENTS None.
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. 72 Table of Conten t s ITEM 1B. UNRESOLVED STAFF COMMENTS None.
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.
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. 48 Table of Conten t s The uranium and REE industries are highly competitive.
Failure to achieve extraction and recovery estimates or failure to achieve extraction and recovery in a cost effective or timely manner could have an adverse impact on our future cash flows, earnings, results of operations and financial condition.
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.
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. We are subject to technical innovation and obsolescence.
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. 50 Table of Conten t s We are subject to technical innovation and obsolescence.
For example, our operations in countries outside the United States and Canada are subject to the United States Foreign Corrupt Practices Act (“ FCPA ”), which prohibits United States companies and their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage, 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 ”) .
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 unfair advantage, 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 ”).
The issuance of additional Common Shares may impact the trading price of our Common Shares. 70 Table of Content 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.
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.
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; and • 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.
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; 67 Table of Conten t s • 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 inadvertently violate 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.
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.
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. 70 Table of Conten t s There continues to be discussion and dialogue in the U.S.
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 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.
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. 66 Table of Conten t s An information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or reputation.
Our operations and business in foreign jurisdictions, including Brazil, Australia and Africa, 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.
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.
Mineral claims that are in the exploration stage and upon which economic deposits have not yet been 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.
Mineral claims that are in the exploration stage and upon which economic deposits have not yet been 55 Table of Conten t s 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.
Our actual uranium, vanadium, monazite, REE, HMC, HMS product or other mineral extraction and recovery may vary from 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 development of mineralized materials or deposits and the processing of new or different mineral grades; risk and hazards associated with extraction, mining and recovery; 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; and delays in obtaining or denial, challenges or appeals of regulatory approvals, licenses and permits or renewals of existing 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 64 Table of Conten t s 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.
Further, the development of the Toliara Project is dependent on several factors beyond our control.
Further, the development of the Vara Mada Project is dependent on several factors beyond our control.
Compliance with applicable 48 Table of Content environmental laws and regulations requires significant expenditures and increases mine and facility, construction, development and operating costs.
Compliance with applicable environmental laws and regulations requires significant expenditures and increases mine and facility, construction, development and operating costs.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

11 edited+13 added−15 removed1 unchanged
Biggest changeThe underlying controls of the cyber risk management program are based on recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (“ NIST ”), the Center for Internet Security Benchmark (“ CIS ”), and Service Organization Controls Types 1 and 2 of the American Institute of Certified Public Accountants (“ SOC ”) in the Americas, and the International Organization for Standardization/International Electrotechnical Commission 27001 suite of guiding security and process principles in Australia, Kenya and Madagascar.
Biggest changeThese include, where applicable, the National Institute of Standards and Technology (“ NIST ”) Cybersecurity Framework, the Center for Internet Security (“ CIS ”) and Service Organization Controls (“ SOC 1 ”) issued by the American Institute of Certified Public Accountants.
The Company has experienced, and will continue to experience, immaterial “cybersecurity incidents” (as defined in Item 106(a) of Regulation S-K) in the ordinary course of its business. However, prior cybersecurity incidents have not had, and are not reasonably likely to have, a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.
The Company has experienced, and will likely continue to experience, immaterial “cybersecurity incidents” (as defined in Item 106(a) of Regulation S-K) in the ordinary course of its business. However, prior cybersecurity incidents have not had, and are not reasonably likely to have, a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
This team is in charge of developing, maintaining and measuring compliance with the cyber risk management program, and dedicates significant resources to cybersecurity and risk management processes to adapt to the ever-changing cybersecurity landscape and to respond to emerging threats in a timely and effective manner.
The team is in charge of developing, maintaining and measuring compliance with CRMP and dedicates significant resources to cybersecurity and risk management processes to adapt to the ever-changing cybersecurity landscape and to respond to emerging threats in a timely and effective manner.
See “Part I, Item 1A. Risk Factors – An information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or reputation. ” 73 Table of Content
See Part I, Item 1A. Risk Factors – An information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or reputation. 74 Table of Conten t s
These tests serve as the foundation for the Company’s three-year plan to further enhance its cyber infrastructure. The Company established its interdisciplinary team to monitor and assess cybersecurity risks on an ongoing basis, which is led by the Company’s Chief Financial Officer.
The Company has established its interdisciplinary team to monitor and assess cybersecurity risks on an ongoing basis, which is led by the Company’s Chief Financial Officer (“ CFO ”).
It is a cross-departmental team that consists of legal, finance, internal audit and operations personnel, with all significant implementation efforts executed by our IT Manager, who has more than 20 years of experience in IT, enterprise security and cyber risk management, with support from the Company’s third-party expert consultant, as needed.
It is a cross-departmental team that consists of legal, finance, internal audit and operations personnel, with all significant implementation efforts executed by the Director Global IT, who has more than 30 years of experience in IT, including extensive involvement in cybersecurity strategy, enterprise risk management and the oversight of IT environments spanning multiple sites and jurisdictions.
ITEM 1C. CYBERSECURITY The Company maintains a cyber risk management program designed to identify, assess, manage, mitigate and respond to cybersecurity threats. This program is integrated within the Company’s enterprise risk management program. The Company regularly assesses the threat landscape and takes a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation.
ITEM 1C. CYBERSECURITY The Company maintains a Cybersecurity Risk Management Program (“ CRMP ”) designed to identify, assess, manage, monitor, mitigate and report cybersecurity risks, which is integrated into the Company’s enterprise risk management framework. The CRMP applies a layered security approach across prevention, detection and mitigation, informed by ongoing assessment of the threat landscape.
In addition, the Company’s Cybersecurity Policy, which is maintained on a confidential basis to protect some of the more sensitive aspects of the Company’s cybersecurity protections in place, is reviewed and approved annually by both the Audit Committee and the full Board of Directors. Employees receive training, as appropriate, on these policies.
The Company’s Cybersecurity Policy, which governs the ISMS and is maintained on a confidential basis, is reviewed and approved annually by the Audit Committee and the Board.
The CFO, together with the appropriate members from the Company’s interdisciplinary team as needed, brief the Audit Committee on the effectiveness of the Company’s cyber risk management program on at least a quarterly basis, or more frequently as needed basis on a wide range of topics, including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to the Company, its peers and third parties.
Management, led by the CFO and supported by relevant cross-functional leaders, providing the Audit Committee with regular updates on the effectiveness of the CRMP at least quarterly, and more frequently as required. These updates cover material developments in the threat environment, emerging standards, vulnerability and risk assessments, third-party reviews and relevant technology and information security trends.
The Company has expanded investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, and strengthened its monitoring and alerting activities. Additionally, the Company has engaged an independent, third-party expert consultant to assess and analyze the Company’s enterprise cybersecurity, governance, risk and compliance operations and programs against the NIST and CIS frameworks.
The Company has appointed a Director Global IT to assess and analyze the Company’s enterprise cybersecurity, governance, risk, and compliance (“ GRC ”) operations and programs against the NIST Cybersecurity Framework and the CIS Critical Security Controls.
The Company's evaluation and integration efforts across these two existing frameworks have demonstrated very similar information security and risk management elements and a strong alignment of current methods and technologies.
The Company’s evaluation of, and integration efforts relating to, these existing frameworks have resulted in strongly aligned information security and risk management elements, methods and technologies. The Company continually scrutinizes and refines its cybersecurity and risk management programs to ensure they remain responsive to the evolving threat landscape and effectively address emerging risks across all areas of the business.
Removed
The Company has appointed an interdisciplinary team to oversee cybersecurity at the management level, as a part of which it reviews all enterprise-level cybersecurity risks at least annually, or more frequently as needed. Key cybersecurity risks, including cybersecurity threats associated with the use of third-party service providers, are incorporated into the Company’s enterprise risk management process as needed.
Added
The Company operates an Information Security Management System (“ ISMS ”) comprised of a coordinated set of IT security policies, standards and procedures designed to protect information assets and support effective management of cybersecurity risks.
Removed
Additionally, the Company has implemented numerous IT policies and procedures concerning cybersecurity matters, which include policies that directly or indirectly relate to encryption standards, endpoint protection, remote access, multi-factor authentication, confidential information and the use of the internet, social media, email and wireless and personal devices for both Company business and personal matters while utilizing Company resources, among other relevant topics.
Added
The ISMS includes IT-focused policies covering areas such as access control, change management, patch management and operation security, as well as user-focused policies addressing acceptable use, artificial intelligence usage and password guidelines. These policies are reviewed periodically and updated as required to reflect changes in risk, technology and regulatory expectations.
Removed
These policies go through an internal review process on a periodic basis and are, if needed, updated and re-approved by the appropriate members of management.
Added
Cybersecurity training is an integral component of the ISMS and focuses on educating employees on their obligations under these policies, reinforcing secure use of Company systems and data and supporting consistent policy compliance across the organization with training tailored to roles and responsibilities.
Removed
The Company is continuing to integrate the two programs to ensure that its company-wide cybersecurity and risk management processes continue to adapt to the ever-changing cybersecurity landscape and to respond to emerging threats in a timely and effective manner in all aspects of the Company's business.
Added
The underlying controls of the CRMP are aligned with internationally recognized best practices, standards and regulatory frameworks for cybersecurity, information security and data protection.
Removed
The third-party consultant tests the Company’s defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing its operational policies and procedures. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors, and intellectual property.
Added
The CRMP is designed to support compliance with applicable global privacy and data protection obligations, including the Australian Privacy Act 1988 (“ Privacy Act ”) and the EU General Data Protection Regulation (“ GDPR ”), and is expected to be scalable across all jurisdictions in which the Company operates, now and in the future.
Removed
The Company utilizes a sophisticated network monitoring service as a first line of defense for potential cybersecurity incidents, which is supplemented by employee training to ensure internal responsiveness where an incident may first be detected.
Added
The Company has expanded its investment in IT and cybersecurity with the implementation of layered security controls, improved identification and protection of critical assets, and strengthened monitoring and alerting capabilities.
Removed
When a potential incident is first detected, the matter is communicated to the IT Manager as soon as possible so that the Company may work quickly and diligently to re-secure its systems and work to minimize any damage and further risk to the Company as a result thereof; to this end, a monitored email address dedicated solely to the reporting of such incidents is in place.
Added
As part of this approach, the Company has implemented a fully managed Detection and Response (“ MDR ”) service that combines an advanced security platform spanning endpoint, identify and cloud environments with 24/7 monitoring by specialist security analysts. This service provides continuous threat hunting, investigation and response capabilities to proactively detect and contain cybersecurity threats.
Removed
Upon receipt, the IT Manager is charged with immediately investigating the report to ensure the existence or possibility of a cyberattack and employs every effort toward thwarting or limiting a cyberattack, if ongoing, to the fullest extent possible to avoid further damage and exposure to the Company and its systems.
Added
In addition, the Company engages specialist independent third-party cybersecurity firms to conduct annual penetration testing (internal and external) to validate the effectiveness of technical controls and identify areas for improvement.
Removed
As soon as an immediate threat or cyberattack is sufficiently contained to permit it, the IT Manager notifies designated executive officers of the situation, who are charged to direct the IT Manager on any additional or special measures to be taken, including but not limited to a Company-wide alert or 72 Table of Content directive, which the IT Manager must follow/implement without delay.
Added
These activities support the ongoing maturity of the Company’s cybersecurity program and inform a rolling multi-year roadmap to further enhance the Company’s cyber resilience and to protect stakeholders, systems and information assets.
Removed
Questions or concerns relating to a directive’s validity may be confirmed only by the IT Manager or a designated executive officer through a known form of contact not questionably in breach.
Added
Additionally, the team reviews enterprise-level cybersecurity risks at least annually, or more frequently as required, including risks arising from third-party service providers. 73 Table of Conten t s The Company maintains a structured cybersecurity incident management framework supported by continuous security monitoring, employee awareness and training and formally documented response procedures.
Removed
As soon as reasonably practicable after response efforts commence, the designated executive officers are required to notify the Chair of the Audit Committee of the situation and to thereafter keep the Chair apprised of all material developments, who may escalate the matter to the full Board in the Chair’s discretion.
Added
Any cybersecurity incidents are identified through technical and internal reporting mechanisms and are managed in accordance with the Company’s Incident Response Plan and Disaster Recovery Plan (together, the “ Response Plans ”). The Response Plans define the governance, escalation, containment, investigation, remediation, recovery and communications requirements for cybersecurity incidents, including executive and Board-level oversight where appropriate.
Removed
The Company’s emergency response plan also sets forth the Company’s procedures for a transition back into normal work practices, as well as security incident investigation, remediation procedures, security incident recovery and mandatory reporting.
Added
The framework is designed to enable timely detection, effective response and orderly recovery from cybersecurity incidents while supporting regulatory and contractual reporting obligations and the safe restoration of normal business operations. The Board has delegated primary oversight of the Company’s cybersecurity risks and management’s approach to monitoring, mitigating and responding to those risks to the Company’s Audit Committee.
Removed
The Audit Committee has been delegated, by and on behalf of the Board of Directors, direct and primary oversight of the Company’s cybersecurity risk exposures and the steps taken by management to monitor, mitigate and manage/respond to cybersecurity risks and incidents.
Added
Cybersecurity risks are also reviewed by the Board annually as part of the Company’s enterprise risk management process. The Audit Committee receives timely notification of any cybersecurity incident that meets applicable regulatory or stock exchange reporting thresholds, along with ongoing updates until the incident is fully resolved.
Removed
In addition, cybersecurity risks are reviewed by the Board of Directors, at least annually, as part of the Company’s corporate enterprise risk mapping exercise.
Removed
The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets the SEC, OSC and stock exchange-established reporting thresholds, as well as ongoing updates and follow-up disclosures regarding any such incident until it has been wholly addressed and remediated.

Item 2. Properties

Properties — owned and leased real estate

459 edited+193 added−150 removed582 unchanged
Biggest changeFor reported mineral resources within RL2002 outside of MIN5532, heavy minerals are defined as those heavier than 2.96 specific gravity and with a grainsize in-size range between 38µm and 90µm. 162 Table of Content Donald Project - 100% Basis - Summary of In-Situ Historical Mineral Resources, November 30, 2022 Classification Tonnes (Mt) HM Tonnes (Mt) HM (%) Slimes (%) Oversize (%) Mineral Assemblage as % of HM EFR Share (Within MIN 5532) ILM (%) RUT (%) LEUC (%) ZIR (%) MON (%) XEN (%) Measured 131 5 3.8 17 10 20 10 20 14 1.8 0.64 3.2% Indicated 64 2 3.1 27 11 17 6 16 15 1.6 0.58 3.2% Measured + Indicated 195 7 3.6 20 11 19 10 19 14 1.8 0.63 3.2% Inferred 20 — 2.3 22 14 19 7 20 13 1.8 0.55 3.2% Classification Tonnes (Mt) HM Tonnes (Mt) HM (%) Slimes (%) Oversize (%) Mineral Assemblage as % of HM EFR Share (Within RL2002 outside MIN 5532) ILM (%) RUT (%) LEUC (%) ZIR (%) MON (%) XEN (%) Measured 33 2 5 20 7 30 7 23 21 2.9 — 3.2% Indicated 90 4 4.6 25 2 34 5 18 17 3.6 — 3.2% Measured + Indicated 123 6 4.7 24 3 32 6 19 18 3.4 — 3.2% Inferred 647 32 4.9 15 6 33 9 17 18 2 — 3.2% Classification Tonnes (Mt) HM Tonnes (Mt) HM (%) Slimes (%) Oversize (%) Mineral Assemblage as % of HM EFR Share Total Donald Deposit ILM (%) RUT (%) LEUC (%) ZIR (%) MON (%) XEN (%) Measured 164 7 4.1 18 10 22 10 20 16 2.1 — 3.2% Indicated 154 6 4.1 26 6 27 5 17 15 2.9 — 3.2% Measured + Indicated 318 13 4.1 22 8 24 8 19 16 2.4 — 3.2% Inferred 667 32 4.8 15 6 33 9 17 18 2 — 3.2% Notes: 1.
Biggest changeDonald Project - 100% Basis - Summary of In-Situ Mineral Resources, December 31, 2025 Classification Tonnes (Mt) HM (%) Slimes (%) Oversize (%) Mineral Assemblage as % of HM EFR Share (Within MIN 5532) ILM (%) RUT (%) LEUC (%) ZIR (%) MON (%) XEN (%) Measured 71 4.1 14 9 20 7.3 24 16 1.7 0.66 9.5% Indicated 26 3.2 23 10 18 5.8 18 16 1.8 0.64 9.5% Measured + Indicated 96 3.9 17 9 20 7 23 16 1.7 0.66 9.5% Inferred 21 2.3 22 14 19 6.9 19 13 1.2 0.51 9.5% Notes: 1.
Effective September 30, 2018, the State of Wyoming became an Agreement State under the Atomic Energy Act (as amended) for the regulation of uranium mills and uranium ISR facilities, and regulation of the Source Material License was transferred from the NRC to WDEQ-LQD.
Effective September 30, 2018, the State of Wyoming became an Agreement State under the Atomic Energy Act (as amended) for the regulation of uranium mills and uranium ISR facilities, and regulation of the Source Material License was transferred from the NRC to the WDEQ-LQD.
Positive disequilibrium occurs when the uranium present has not had enough time to decay and produce daughter isotopes, which are what are actually measured during a natural gamma assay. Under positive disequilibrium a natural gamma assay would indicate lower amounts of uranium than what is present.
Positive disequilibrium occurs when the uranium present has not had enough time to decay and produce daughter isotopes, which are what are actually measured during a natural gamma assay. Under positive disequilibrium a natural gamma assay would indicate lower amounts of uranium than what is present.
Negative disequilibrium occurs when uranium has had enough time to decay to produce the daughter radioisotopes but was remobilized and removed from the deposit. This would lead to measuring more uranium than is present. The use of core to verify natural gamma logs is standard practice and allows for the calculation of a disequilibrium factor.
Negative disequilibrium occurs when uranium has had enough time to decay to produce the daughter radioisotopes but was remobilized and removed from the deposit. This would lead to measuring more uranium than is present. The use of core to verify natural gamma logs is standard practice and allows for the calculation of a disequilibrium factor.
It is then transported in oxygenated groundwater until it is precipitated from solution under reducing conditions at an oxidation-reduction interface. The reducing conditions may be caused by such reducing agents in the sandstone as carbonaceous material, sulfides, hydrocarbons, hydrogen sulfide, or brines.
It is then transported in oxygenated groundwater until it is precipitated from solution under reducing conditions at an oxidation-reduction interface. The reducing conditions may be caused by such reducing agents in the sandstone as carbonaceous material, sulfides, hydrocarbons, hydrogen sulfide, or brines.
Mineral rights do not grant the land where the mineral deposits are located, but do provide the possibility of creating a mineral easement that allows holders of the mineral rights the ability to explore or mine the mineral and take ownership of the product.
Mineral rights do not grant the land where the mineral deposits are located, but do provide the possibility of creating a mineral easement that allows holders of the mineral rights the ability to explore or mine the mineral and take ownership of the product.
This right of access also includes neighboring lands, as long as ANM recognizes that such lands are needed for exploration and production. The surface owners are entitled to a royalty and damages caused by exploration, mining and ancillary activities. A maximum royalty is set at half the federal government royalty.
This right of access also includes neighboring lands, as long as ANM recognizes that such lands are needed for exploration and production. The surface owners are entitled to a royalty and damages caused by exploration, mining and ancillary activities. A maximum royalty is set at half the federal government royalty.
To verify uranium grades or to assay for other metals, such as, vanadium and copper, core is collected during drilling, logged, sampled and sent out for assay either at the Company’s Mill or at 3 rd party labs. Assaying of the materials includes the submission of standards and blanks and assay verification by other laboratories.
To verify uranium grades or to assay for other metals, such as vanadium, core is collected during drilling, logged, sampled and sent out for assay either at the Company’s Mill or at 3 rd party labs. Assaying of the materials includes the submission of standards and blanks and assay verification by other laboratories.
The numbers shown represent Energy Fuels’ share of the Nichols Ranch Project, which is less than 100% due to a portion of the Jane Dough Property being held through the Arkose Mining Venture, in which the Company has an 81% interest. For more information, see “ The Nichols Ranch Project ,” below.
The numbers shown represent Energy Fuels’ share of the Nichols Ranch Project, which is less than 100% due to a portion of the Jane Dough Property being held through the Arkose Mining Venture, in which the Company has an 81% interest. For more information, see The Nichols Ranch Project , below.
Under this initiative, the Company has the potential to recover valuable isotopes from its existing process streams, thereby recycling back into the market material that would otherwise be lost to disposal for use in treating cancer. See “ Part I, Item 1.
Under this initiative, the Company has the potential to recover valuable isotopes from its existing process streams, thereby recycling back into the market material that would otherwise be lost to disposal for use in treating cancer. See Part I, Item 1.
(2) Mineral Resources are estimated at a U 3 O 8 cut-off grade of 0.19% eU 3 O 8 . (3) Mineral Resources are estimated using a long-term Uranium price of US$65 per pound. The long-term uranium price is based on supply and demand projections for the period 2021-2035.
(2) Mineral Resources are estimated at a U 3 O 8 cut-off grade of 0.19% eU 3 O 8 . (3) Mineral Resources are estimated using a long-term Uranium price of $65 per pound. The long-term uranium price is based on supply and demand projections for the period 2021-2035.
During 2024, a vent raise was completed, which aided in providing fresh air to the mine as well as acting as an emergency escapeway. Underground development continued in both the Main and Juniper zones. Two drill stations were installed along the decline to the Juniper Zone.
In 2024, a vent raise was completed, which aided in providing fresh air to the mine as well as acting as an emergency escapeway. Underground development continued in both the Main and Juniper zones. Two drill stations were installed along the decline to the Juniper Zone.
However, under the MOU (see above for further details), the Government of Madagascar has undertaken to assist Base Toliara with obtaining all necessary administrative authorizations for the purpose of adding REE-bearing monazite to PE 37242 to permit monazite’s extraction.
However, under the Madagascar MOU (see above for further details), has undertaken to assist Base Toliara with obtaining all necessary administrative authorizations for the purpose of adding REE-bearing monazite to PE 37242 to permit monazite’s extraction.
Additional work will need to be done following the completion of the drilling campaign to determine how this new data impacts the existing Mineral Resource. A summary of the drilling results for holes with are given in the tables below.
Additional work will need to be done following the completion of the drilling campaign to determine how this new data impacts the existing Mineral Resource. A summary of the drilling results for holes are given in the tables below.
Of the US$17.5 million of Energy Fuels Shares, US$3.5 million worth of shares were issued to D&J upon Completion, and the remaining US$14.0 million of Energy Fuels Shares will be issued to D&J upon unanimous approval of the Donald FID by D&J and Energy Fuels.
Of the $17.5 million of Energy Fuels Shares, $3.5 million worth of shares were issued to D&J upon Completion, and the remaining $14.0 million of Energy Fuels Shares will be issued to D&J upon unanimous approval of the Donald FID by D&J and Energy Fuels.
If D&J does not exercise this option, or if there is otherwise no unanimous Donald FID within three years after Completion, Energy Fuels is to remain a minority shareholder in DPJV (receiving a percentage interest based on the amount funded by Energy Fuels as at that date) and all future funding will be made by the parties pro-rata in accordance with their percentage interests in DPJV.
If D&J does not exercise this option, or if there is otherwise no unanimous Donald FID within three years after Completion, Energy Fuels is to remain a minority shareholder in DPJV (receiving a percentage interest based on the amount funded by Energy Fuels as of that date) and all future funding will be made by the parties pro-rata in accordance with their percentage interests in DPJV.
Once this is granted the company has six months to start mining and is required to provide an annual report to ANM. The mining concession is valid for the life of the mine.
Mining Concession : This is the approval to mine. Once this is granted the company has six months to start mining and is required to provide an annual report to ANM. The mining concession is valid for the life of the mine.
(2) Mineral Resources were estimated at a %U 3 O 8 or G.T. cut-off grade of 0.17%. (3) The cut-off grade is calculated using a metal price of $65/lb. U 3 O 8 . The long-term uranium price is based on supply and demand projections for the period 2021-2035. (4) No minimum mining width was used in determining Mineral Resources.
(2) Mineral Resources were estimated at a %U 3 O 8 or G.T. cut-off grade of 0.17%. (3) The cut-off grade is calculated using a metal price of $65/pound U 3 O 8 . The long-term uranium price is based on supply and demand projections for the period 2021-2035. (4) No minimum mining width was used in determining Mineral Resources.
All claims are held in perpetuity by annual claims payments due on September 1. EFR acquired the Pinyon Plain Project in June 2012 and has a 100% interest in the claims. Claim maintenance costs for 2024 were $1,800. The claims have a 3.5% Atomic Energy Commission Circular 5 royalty on uranium production, payable to a former owner of the claims.
All claims are held in perpetuity by annual claims payments due on September 1. EFR acquired the Pinyon Plain Project in June 2012 and has a 100% interest in the claims. Claim maintenance costs for 2025 were $1,800. The claims have a 3.5% Atomic Energy Commission Circular 5 royalty on uranium production, payable to a former owner of the claims.
At the contact with the limestone, limestone talus is often present within the USU over a zone extending some tens of meters from the contact itself, with larger limestone blocks intercalated with fluvial run-off features. 151 Table of Content The ICSU is a thin unit primarily consisting of dark red to orange-brown sandy clay and clayey sand material with a high slime content.
At the contact with the limestone, limestone talus is often present within the USU over a zone extending some tens of meters from the contact itself, with larger limestone blocks intercalated with fluvial run-off features. The ICSU is a thin unit primarily consisting of dark red to orange-brown sandy clay and clayey sand material with a high slime content.
Total HM is from within the +63 µm to -1 mm size fraction and is reported as a percentage of the total material. Slimes are the -63 µm fraction and oversize is the +1 mm fraction.
Total HM is from within the +63 µm to -1 mm size fraction and is reported as a percentage of the total material. Slimes are the -63 µm fraction and oversize is the +1 mm fraction. 9.
County recording fees for the claims are approximately $500 per year New Mexico General Mining Lease number HG-0133, located on Section 16, covers an area of 638 acres. The mining lease has a primary, secondary, tertiary, and quaternary term, each with annual rentals to be paid in advance.
County recording fees for the claims are approximately $330 per year New Mexico General Mining Lease number HG-0133, located on Section 16, covers an area of 638 acres. The mining lease has a primary, secondary, tertiary, and quaternary term, each with annual rentals to be paid in advance.
The uranium in the Roca Honda Project area is dark grey to black in color and is found between depths of approximately 1,380 ft to 2,600 ft below the surface. Primary mineralization pre-dates the formation of the Laramide aged structures in the Mine area, with a small amount of vertical offset of mineralization present across the local faults.
The uranium in the Roca Honda Project area is dark gray to black in color and is found between depths of approximately 1,380 ft to 2,600 ft below the surface. Primary mineralization pre-dates the formation of the Laramide aged structures in the Mine area, with a small amount of vertical offset of mineralization present across the local faults.
Furthermore, the available hinterland space is inadequate for the Toliara Project's expected storage requirements and it would not be possible for product haulage road trains to navigate Toliara's crowded and narrow roads. A new export facility on the northern edge of Toliara, at Batterie Beach, forms part of the Toliara Project’s infrastructure requirements.
Furthermore, the available hinterland space is inadequate for the Vara Mada Project's expected storage requirements and it would not be possible for product haulage road trains to navigate Toliara's crowded and narrow roads. A new export facility on the northern edge of Toliara, at Batterie Beach, forms part of the project’s infrastructure requirements.
These definitions are also consistent with CIM (2014) definitions in NI 43-101. (2) The cut-off grade is calculated using a metal price of $65/lb. U 3 O 8 . The long-term uranium price is based on supply and demand projections for the period 2021-2035.
These definitions are also consistent with CIM (2014) definitions in NI 43-101. (2) The cut-off grade is calculated using a metal price of $65/pound. U 3 O 8 . The long-term uranium price is based on supply and demand projections for the period 2021-2035.
Business Overview - The Company’s Strategic Alliance for the Development of Radioisotopes for Medical Therapeutics” for a more detailed discussion of this initiative. Accessibility, Climate, Local Resources, Infrastructure and Physiography The Mill is located in central San Juan County, Utah, approximately six miles (9.5 km) south of the city of Blanding.
Business Overview - The Company’s Strategic Alliance for the Development of Radioisotopes for Medical Therapeutics for a more detailed discussion of this initiative. Accessibility, Climate, Local Resources, Infrastructure and Physiography The Mill is located in central San Juan County, Utah, approximately six miles (9.5 km) south of the city of Blanding.
Both the estimated Mineral Resources and Mineral Reserves were diluted to a minimum mining thickness of six feet. The reported Probable Mineral Reserve is that portion of the reported Indicated Mineral Resource that is within the current underground mine design. The table below sets out the Mineral Reserve estimates for the Sheep Mountain Project as of December 31, 2024.
Both the estimated Mineral Resources and Mineral Reserves were diluted to a minimum mining thickness of six feet. The reported Probable Mineral Reserve is that portion of the reported Indicated Mineral Resource that is within the current underground mine design. The table below sets out the Mineral Reserve estimates for the Sheep Mountain Project as of December 31, 2025.
The Geera Clay typically consists of black, grey, green or yellow brown plastic clays, with minor silts and is interpreted as to have formed in shallow water, marginal marine, lagoonal or tidal flat environments. The Loxton Sand is overlain by the fluvio-deltaic Shepparton Formation, which consists of clay and silt.
The Geera Clay typically consists of black, gray, green or yellow brown plastic clays, with minor silts and is interpreted as to have formed in shallow water, marginal marine, lagoonal or tidal flat environments. The Loxton Sand is overlain by the fluvio-deltaic Shepparton Formation, which consists of clay and silt.
Ownership The mineral properties at the Sheep Mountain Project are comprised of 218 unpatented mining claims on land administered by the BLM, and approximately 640 acres within a State of Wyoming lease. The combination of the mineral holdings comprises approximately 5,055 acres. Total holding costs for 2024 were $46,260.
Ownership The mineral properties at the Sheep Mountain Project are comprised of 218 unpatented mining claims on land administered by the BLM, and approximately 640 acres within a State of Wyoming lease. The combination of the mineral holdings comprises approximately 5,055 acres. Total holding costs for 2025 were $46,260.
For example, FY2021 covers the 12-month period commencing on July 1, 2020 and ending on June, 30 2021. (3) FY2025 covers the 6-month period from July 1, 2024 to December, 31 2024. (4) Heavy Minerals are defined as those minerals with a specific gravity greater than 2.85 .
For example, FY2021 covers the 12-month period commencing on July 1, 2020 and ending on June, 30 2021. (3) FY2024 covers the 6-month period from July 1, 2024 to December, 31 2024. (4) Heavy Minerals are defined as those minerals with a specific gravity greater than 2.85 .
The mining lease does not include any requirement for annual advance royalties or other lease payments. All claims, which are renewed annually in September of each year, are in good standing until September 1, 2025 (at which time they will be renewed for the following year as a matter of course).
The mining lease does not include any requirement for annual advance royalties or other lease payments. All claims, which are renewed annually in September of each year, are in good standing until September 1, 2026 (at which time they will be renewed for the following year as a matter of course).
The mineralized material is stockpiled on the surface at the mines and hauled to the Company’s White Mesa Mill in Blanding, UT for processing. The La Sal Complex untilizes infrastructure of various ages installed over the last 40 years. A new mine office was installed in 2023.
The mineralized material is stockpiled on the surface at the mines and hauled to the Company’s White Mesa Mill in Blanding, UT for processing. The La Sal Complex utilizes infrastructure of various ages installed over the last 40 years. A new mine office was installed in 2023.
The townships of Donald, Murtoa, Rupanyup and Warracknabeal are all within 45 km by road. All the towns surrounding the mine typically have small and ageing populations with median ages typically above the State average whilst median incomes are below the State average. The regional centre of Horsham is approximately 65 km to the southwest.
The townships of Donald, Murtoa, Rupanyup and Warracknabeal are all within 45 km by road. All the towns surrounding the mine typically have small and aging populations with median ages typically above the State average whilst median incomes are below the State average. The regional centre of Horsham is approximately 65 km to the southwest.
This facility shares the front end crack and leach portion with the uranium circuit, so only one feed (uranium or monazite) can be processed at any given time. Phase I is capable of processing the equivalent of 8,000 to 10,000 tonnes of monazite annually.
This facility shares the front end crack and leach portion with the uranium circuit, so only one feed (uranium or monazite) can be processed at any given time. The Phase 1 Circuit is capable of processing the equivalent of 8,000 to 10,000 tonnes of monazite annually.
No facilities are planned on the mill site claims or leased land, which are used as a buffer to the operations. Total holding costs for the Mill in 2024 were $15,600. All operations authorized by the Mill’s License are conducted within the confines of the existing site boundary.
No facilities are planned on the mill site claims or leased land, which are used as a buffer to the operations. Total holding costs for the Mill in 2025 were $15,600. All operations authorized by the Mill’s License are conducted within the confines of the existing site boundary.
These estimates are derived from the Sheep Mountain Technical Report Summary, which estimated Mineral Resources as of December 31, 2021 and are exclusive of Mineral Reserves. Daniel Kapostasy, the Company’s non-independent Qualified Person, reviewed and confirmed that the Mineral Resources estimates set forth in the Sheep Mountain Technical Report Summary remained accurate as of December 31, 2024.
These estimates are derived from the Sheep Mountain Technical Report Summary, which estimated Mineral Resources as of December 31, 2021 and are exclusive of Mineral Reserves. Daniel Kapostasy, the Company’s non-independent Qualified Person, reviewed and confirmed that the Mineral Resources estimates set forth in the Sheep Mountain Technical Report Summary remained accurate as of December 31, 2025.
In addition to the conventional circuit, the Mill has a separate vanadium by-product recovery circuit. The mill recently constructed a rare earth separation circuit which allows the Mill to process up to 10,000 tonnes of monazite and produce high purity separated NdPr along with a heavy rare earth concentrate.
In addition to the conventional circuit, the Mill has a separate vanadium co-product recovery circuit. The mill recently constructed a rare earth separation circuit which allows the Mill to process up to 10,000 tonnes of monazite and produce high purity separated NdPr along with a heavy rare earth concentrate.
Starting in 2023 and completed in early 2024, the Mill installed an RE separation facility (Phase 1), that allows for the production of NdPr oxalate as well as a heavy RE concentrate. The Mill commissioned this facility in 2024 by processing 500 tonnes of monazite and producing 38 tonnes of NdPr oxalate.
Starting in 2023 and completed in early 2024, the Mill installed an RE separation facility (the Phase 1 Circuit), that allows for the production of NdPr oxalate as well as a heavy RE concentrate. The Mill commissioned this facility in 2024 by processing 500 tonnes of monazite and producing 38 tonnes of NdPr oxide.
These estimates are derived from the Sheep Mountain Technical Report Summary, which estimated Mineral Reserves as of December 31, 2021. Daniel Kapostasy, the Company’s non-independent Qualified Person, reviewed and confirmed that the Mineral Reserve estimates set forth in the Sheep Mountain Technical Report Summary remained accurate as of December 31, 2024.
These estimates are derived from the Sheep Mountain Technical Report Summary, which estimated Mineral Reserves as of December 31, 2021. Daniel Kapostasy, the Company’s non-independent Qualified Person, reviewed and confirmed that the Mineral Reserve estimates set forth in the Sheep Mountain Technical Report Summary remained accurate as of December 31, 2025.
(7) The 77,400 pounds recovered in 2024 include nil pounds recovered for the accounts of third parties. The 161,000 pounds recovered in 2022 include nil pounds recovered for the accounts of third parties.
The 77,400 pounds recovered in 2024 include nil pounds recovered for the accounts of third parties. The 161,000 pounds recovered in 2022 include nil pounds recovered for the accounts of third parties.
From the original commissioning in 1980 through December 31, 2024, the Mill has recovered a total of approximately 40 million pounds of U 3 O 8 and 46 million pounds of vanadium. In late 2006, Denison began a program to refurbish the Mill.
From the original commissioning in 1980 through December 31, 2025, the Mill has recovered a total of approximately 40 million pounds of U 3 O 8 and 46 million pounds of vanadium. In late 2006, Denison began a program to refurbish the Mill.
Details regarding the Mineral Resource estimate disclosed herein can be found in Section 14.0, Mineral Resource Estimates of the Nichols Ranch Technical Report Summary. The table below sets out the Mineral Resources estimates for the Nichols Ranch Project as of December 31, 2024.
Details regarding the Mineral Resource estimate disclosed herein can be found in Section 14.0, Mineral Resource Estimates of the Nichols Ranch Technical Report Summary. The table below sets out the Mineral Resources estimates for the Nichols Ranch Project as of December 31, 2025.
Each 25’x25’ block was then evaluated based on its grade and thickness for mine planning and scheduling. The table below sets out the Mineral Resources estimates for the Sheep Mountain Project as of December 31, 2024.
Each 25’x25’ block was then evaluated based on its grade and thickness for mine planning and scheduling. The table below sets out the Mineral Resources estimates for the Sheep Mountain Project as of December 31, 2025.
Permit approvals from the USACE and the EPA are also required for discharge of treated mine water associated with mine activities. An application for the USACE permit has been submitted and the permit is expected prior to issuance of the Permit to Mine in 2026.
Permit approvals from the USACE and the EPA are also required for discharge of treated mine water associated with mine activities. An application for the USACE permit has been submitted and the permit is expected prior to issuance of the Permit to Mine in 2027.
In 2006, IUC acquired Denison and changed its name to Denison Mines Corporation (Denison). EFR Colorado entered into a new lease on the Energy Queen property in late 2006. The Company acquired Denison’s U.S. Mining Division in June 2012, thereby becoming owner and 142 Table of Content operator (through various subsidiaries) of the entire Project and the Mill.
In 2006, IUC acquired Denison and changed its name to Denison Mines Corporation (Denison). EFR Colorado entered into a new lease on the Energy Queen property in late 2006. The Company acquired Denison’s U.S. Mining Division in June 2012, thereby becoming owner and operator (through various subsidiaries) of the entire Project and the Mill.
Daniel Kapostasy, the Company’s non-independent Qualified Person, reviewed and confirmed that the Mineral Resources estimates set forth in the Roca Honda Technical Report Summary remained accurate as of December 31, 2024.
Daniel Kapostasy, the Company’s non-independent Qualified Person, reviewed and confirmed that the Mineral Resources estimates set forth in the Roca Honda Technical Report Summary remained accurate as of December 31, 2025.
The key fiscal terms set out in the MOU include a five percent (5%) royalty on mining products (consistent with the Malagasy Mining Code), and $80 million in upfront development, community, and social project funding.
The key fiscal terms set out in the Madagascar MOU include a five percent (5%) royalty on mining products (consistent with the Malagasy Mining Code), and $80 million in development, community, and social project funding.
The Pinyon Plain Technical Report Summary was prepared in accordance with S-K 1300 and NI 43-101. The Pinyon Plain Project was considered under SEC S-K 1300 definitions to be a production stage property as of December 31, 2024 because it contains both Mineral Resources and Mineral Reserves and material extraction of Mineral Reserves occurred in 2024.
The Pinyon Plain Technical Report Summary was prepared in accordance with S-K 1300 and NI 43-101. The Pinyon Plain Project was considered under SEC S-K 1300 definitions to be a production stage property as of December 31, 2025 because it contains both Mineral Resources and Mineral Reserves and material extraction of Mineral Reserves started in 2024.
The table below sets out the Mineral Resources estimates for the Roca Honda Project as of December 31, 2024. These estimates are derived from the Roca Honda Technical Report Summary, in which Mineral Resources were estimated as of December 31, 2021.
The table below sets out the Mineral Resources estimates for the Roca Honda Project as of December 31, 2025. These estimates are derived from the Roca Honda Technical Report Summary, in which Mineral Resources were estimated as of December 31, 2021.
The cost of the Bullfrog Project has been fully impaired, and as of December 31, 2024, the total net book value attributable to the Bullfrog Project and its associated equipment on the financial statements of the Company was nil.
The cost of the Bullfrog Project has been fully impaired, and as of December 31, 2025, the total net book value attributable to the Bullfrog Project and its associated equipment on the financial statements of the Company was nil.
(6) There are no other changes to the Uranium or Vanadium Mineral Resources between those reported December 31, 2023 and December 31, 2024 than those reported due to depletion of the Mineral Resource from mining operations.
(6) There are no other changes to the Uranium or Vanadium Mineral Resources between those reported December 31, 2024 and December 31, 2025 than those reported due to depletion of the Mineral Resource from mining operations.
Assay data (total HM, slimes and oversize) use for grade estimation in Area 2 DMS/Astron 2015 102 2,777 2022 245 6,355 All geological, assay and mineral assemblage data used for Area 1 Total 845 20664 (1) Note: 1. This total represents the total drilling used for the JORC mineral resource estimate and includes drilling on MIN5532 and RL2002.
Assay data (total HM, slimes and oversize) use for grade estimation in Area 2 DMS/Astron 2015 102 2,777 2022 245 6,355 All geological, assay and mineral assemblage data used for Area 1 Total 845 20,664 (1) Note: 1. This total represents the total drilling used for the JORC mineral resource estimate and includes drilling on MIN5532 and RL2002.
In Brazil, similar placers were mined in São Francisco de Itabapoana, Rio de Janeiro, and Cumuruxatiba (located 30 km to north of Prado), in Bahia. 170 Table of Content Data Verification The data collected and provided in this disclosure is derived entirely from the exploration reports for each of the nineteen ANM Process Areas.
In Brazil, similar placers were mined in São Francisco de Itabapoana, Rio de Janeiro, and Cumuruxatiba (located 30 km to north of Prado), in Bahia. Data Verification The data collected and provided in this disclosure is derived entirely from the exploration reports for each of the nineteen ANM Process Areas.
Production is expected to continue in 2025. Property Description The Pinyon Plain Project is a fully permitted underground uranium and copper deposit in northern Arizona, located on a 17-acre site within the Kaibab National Forest. The property is located at latitude 35°52'58.65” N and longitude 112° 5'47.05” W.
Production is expected to continue in 2026. Property Description The Pinyon Plain Project is a fully permitted underground uranium deposit in northern Arizona, located on a 17-acre site within the Kaibab National Forest. The property is located at latitude 35°52'58.65” N and longitude 112° 5'47.05” W.
The “market value” is determined to be the published prices for the two products, uranium and vanadium, in the month the ore is fed to process multiplied by the contained pounds, less allowable 140 Table of Content deductions. The allowable deductions include sales brokerage fees, costs of transporting processed concentrates to point of sale, and applicable production and sales taxes.
The “market value” is determined to be the published prices for the two products, uranium and vanadium, in the month the ore is fed to process multiplied by the contained pounds, less allowable deductions. The allowable deductions include sales brokerage fees, costs of transporting processed concentrates to point of sale, and applicable production and sales taxes.
In 2003, Ticor Ltd (later Kumba Resources and subsequently Exxaro Resources) negotiated an option over the Toliara Project, which included all areas drilled to that date. Drilling was carried out at Ranobe and Basibasy and a Pre-Feasibility Study (“ PFS ”) commenced on the Ranobe deposit.
In 2003, Ticor Ltd (later Kumba Resources and subsequently Exxaro Resources Ltd (“ Exxaro ”)) negotiated an option over the Vara Mada Project, which included all areas drilled to that date. Drilling was carried out at Ranobe and Basibasy and a Pre-Feasibility Study (“ PFS ”) commenced on the Ranobe deposit.
This strategy of diversification provides the Company with long term company-controlled monazite that is a by-product of HMS mining. The monazite produced from these projects will be sent to the Mill for processing into separated rare earth oxides (NdPr, Tb and Dy).
This strategy of diversification provides the Company with long-term company-controlled monazite that is a by-product of HMS mining. The monazite produced from these projects will be sent to the Mill for processing into separated rare earth oxides (NdPr, Tb, Dy and potentially other REE oxides).
Within the Complex, there is a repetitive transgressive/regressive sequence of sandstones separated by fine-grained horizons composed of siltstone, mudstone, carbonaceous shale, and poorly developed thin coal seams. The fine-grained materials were 92 Table of Content deposited in flood plain, shallow lake (lacustrine), and swamp environments.
Within the Complex, there is a repetitive transgressive/regressive sequence of sandstones separated by fine-grained horizons composed of siltstone, mudstone, carbonaceous shale, and poorly developed thin coal seams. The fine-grained materials were deposited in flood plain, shallow lake (lacustrine), and swamp environments.
These exceedances include wells that are up-gradient of the Mill facilities, far down-gradient of the Mill site cross-gradient of the Mill site and at the site itself. As required by the GWDP, these consecutive 104 Table of Content exceedances of GWCLs have resulted in the completion of constituent specific assessments and additional studies which are documented in Source Assessment Reports.
These exceedances include wells that are up-gradient of the Mill facilities, far down-gradient of the Mill site cross-gradient of the Mill site and at the site itself. As required by the GWDP, these consecutive exceedances of GWCLs have resulted in the completion of constituent specific assessments and additional studies which are documented in Source Assessment Reports.
The table below sets out the Mineral Resources estimates for the La Sal Project as of December 31, 2024. These estimates are derived from the La Sal Technical Report Summary, which estimated the Mineral Resources as of December 31, 2021.
The table below sets out the Mineral Resources estimates for the La Sal Project as of December 31, 2025. These estimates are derived from the La Sal Technical Report Summary, which estimated the Mineral Resources as of December 31, 2021.
ANM will approve or deny the report based on the economic and technical feasibility of exploiting the mineral explored for under the 167 Table of Content report. Four of the mineral rights underlying the Bahia Project currently fall within this category (870.270/2016, 870.271/2016, 870.869/2011 and 871.441/2018). 2.
ANM will approve or deny the report based on the economic and technical feasibility of exploiting the mineral explored for under the report. Four of the mineral rights underlying the Bahia Project currently fall within this category (870.270/2016, 870.271/2016, 870.869/2011 and 871.441/2018). 2.
Changing economic conditions and the development of ISR mining technology reportedly ended much of CCI’s interest in the area. 89 Table of Content In addition to CCI, other uranium exploration companies during the last forty years have controlled property either within or near the North Rolling Pin Property.
Changing economic conditions and the development of ISR mining technology reportedly ended much of CCI’s interest in the area. In addition to CCI, other uranium exploration companies during the last forty years have controlled property either within or near the North Rolling Pin Property.
The Company is currently collecting the data and conducting the test work required to prepare an S-K 1300 compliant initial assessment and NI 43-101 compliant technical report, including a Mineral Resource estimate if the test work is successful in confirming a Mineral Resource, and expects to disclose its results in Q1 2025.
The Company is currently collecting the data and conducting the test work required to prepare an S-K 1300 compliant initial assessment and NI 43-101 compliant technical report, including a Mineral Resource estimate if the test work is successful in confirming a Mineral Resource, and expects to disclose its results in 2026.
These projects include the acquisition of the Bahia project in 2023, joint venture on the Donald Project in 2024 and the acquisition of the Kwale and Toliara projects through the Company’s acquisition of Base Resources in October 2024. Typical heavy mineral sand operations produce titanium minerals (ilmenite, leucoxene and rutile) zirconium minerals (zircon) and monazite.
These projects include the acquisition of the Bahia project in 2023, joint venture on the Donald Project in 2024 and the acquisition of the Kwale and Vara Mada projects through the Company’s acquisition of Base Resources in October 2024. Typical heavy mineral sand operations produce titanium minerals (ilmenite, leucoxene and rutile) zirconium minerals (zircon) and monazite.
Recovered 100 Table of Content Ra-228, Th-228 and Ra-226 would then be sold to pharmaceutical companies and others to produce Pb-212, Ac-225, Bi-213, Ra-224 and/or Ra-223, which are the leading medically attractive TAT isotopes for the treatment of cancer.
Recovered Ra-228, Th-228 and Ra-226 would then be sold to pharmaceutical companies and others to produce Pb-212, Ac-225, Bi-213, Ra-224 and/or Ra-223, which are the leading medically attractive TAT isotopes for the treatment of cancer.
As of December 31, 2024, 6,815 tons of ore were mined at an average grade of 1.53% U 3 O 8 containing 207,981 lb U 3 O 8 .
As of December 31, 2024, 6,815 tons of ore were mined at an average grade of 1.53% U 3 O 8 containing 207,981 pounds U 3 O 8 .
Several uranium and vanadium zones were discovered in the Southwest and Copper Bench areas, and mineralization exhibiting potential economic grade was also discovered in the Indian Bench area. With the declining uranium markets of the early 1980s, Exxon prepared a prefeasibility report and then discontinued development of the property.
Several uranium and vanadium zones were discovered in the Southwest and Copper Bench areas, and mineralization exhibiting potential economic grade was also discovered in the Indian Bench area. With the declining uranium markets of the early 1980s, Exxon prepared a pre-feasibility report and then discontinued development of the property.
In January 2020, Base Resources acquired the remaining minority interest in the Toliara Project. A further $16.8 million (deferred consideration) was payable by Base Resources upon achievement of key milestones, which was triggered upon the Company's acquisition of Base Resources. Payment was made on October 16, 2024.
In January 2020, Base Resources acquired the remaining minority interest in the Toliara Project. A further $16.8 million (deferred consideration) was payable by Base Resources upon achievement of key milestones, which was triggered upon the acquisition of Base Resources by the Company’s wholly owned subsidiary. Payment was made on October 16, 2024.
Surface owners have a set rate for reimbursement of any land taken out of 86 Table of Content service for mining activities and two of the Surface Owners could receive an extraction fee on production with a burden of 1% or 2%, depending on the sale price of uranium.
Surface owners have a set rate for reimbursement of any land taken out of service for mining activities and two of the Surface Owners could receive an extraction fee on production with a burden of 1% or 2%, depending on the sale price of uranium.
In 2024, the Company entered into a Joint Venture Agreement (“ JVA ”) with Astron Corporation on its HMS project, the Donald Project, in Victoria, Australia and acquired 100% of Base Resources, an Australian company with HMS projects in Kenya (Kwale) and Madagascar (Toliara).
In 2024, the Company entered into a Joint Venture Agreement (“ JVA ”) with Astron Corporation on its HMS project, the Donald Project, in Victoria, Australia and acquired 100% of Base Resources, an Australian company with HMS projects in Kenya (Kwale) and Madagascar (Vara Mada).
Recovered Pounds (1) 2024 2023 2022 2021 2020 U 3 O 8 (000) 1 0.2 0.5 0.5 6 Notes: (1) Uranium recovery commenced at the Nichols Ranch Project on April 17, 2014. Because the Nichols Ranch Project uses ISR instead of conventional extraction methods, grade and tons of mineralized material are not applicable to the Nichols Ranch Project.
Recovered Pounds (1) 2025 2024 2023 2022 2021 U 3 O 8 (000) 0.7 1 0.2 0.5 0.5 Notes: (1) Uranium recovery commenced at the Nichols Ranch Project on April 17, 2014. Because the Nichols Ranch Project uses ISR instead of conventional extraction methods, grade and tons of mineralized material are not applicable to the Nichols Ranch Project.
The following tables show the Company’s estimate of Mineral Reserves and Mineral Resources as defined in S-K 1300 and NI 43-101 as of December 31, 2024.
The following tables show the Company’s estimate of Mineral Reserves and Mineral Resources as defined in S-K 1300 and NI 43-101 as of December 31, 2025.
The current term of the lease runs through December 31, 2024 and was renewed for another 10-year term (through 137 Table of Content December 31, 2034); it is renewable annually by making an annual rental payment as well as advance royalty payments.
The current term of the lease runs through December 31, 2024 and was renewed for another 10-year term (through December 31, 2034); it is renewable annually by making an annual rental payment as well as advance royalty payments.
This type of deposit forms by waves and currents concentrating the heavy minerals and typically contains the lighter heavy minerals such as ilmenite, rutile, zirconite, monazite, garnet and magnetite. Placer deposits, similar to those found at the Project, can be found globally in places such as South Africa, Australia, Madagascar, India, Thailand, and the Southeastern United States.
This type of deposit forms by waves and currents concentrating the heavy minerals and typically contains the lighter heavy minerals such as ilmenite, rutile, zirconite, monazite, garnet and magnetite. Placer deposits, similar to those found at the Project, can be found globally in places such as South Africa, Australia, Madagascar, India, Thailand, and the Southeastern U.S.
The various state and federal permits and licenses that were required and have been obtained for the Nichols Ranch Project, exclusive of the expansion to the Jane Dough Property, are summarized below: 91 Table of Content Primary Permits and Licenses for the Nichols Ranch Project (Nichols Ranch and Hank Units Only) Permit, License, or Approval Name Agency Status Source Material License NRC (2011); WDEQ-LQD (2018) Timely Renewal Permit to Mine (UIC Permit) WDEQ-LQD Obtained Aquifer Exemption WDEQ-LQD; EPA Obtained Permit to Appropriate Groundwater WSEO Obtained Wellfield Authorization WDEQ-LQD Obtained Class I UIC Deep Disposal Well Permits WDEQ-WQD Obtained WYPDES WDEQ-WQD Obtained Plan of Operations (Hank Unit only) BLM Obtained Air Quality Permit WDEQ-AQD Obtained Notes: (1) NRC - Nuclear Regulatory Commission (2) EPA - Environmental Protection Agency (3) UIC - Underground Injection Control (4) WDEQ-LQD - Wyoming Department of Environmental Quality Land Quality Division (5) WDEQ-WQD - Wyoming Department of Environmental Quality Water Quality Division (6) WDEQ-AQD - Wyoming Department of Environmental Quality Air Quality Division (7) WSEO - Wyoming State Engineer’s Office (8) WYPDES - Wyoming Pollutant Discharge Elimination System Under the licensed plan, the Nichols Ranch Plant has been built, and a satellite processing facility is licensed for the Hank Project.
The various state and federal permits and licenses that were required and have been obtained for the Nichols Ranch Project, exclusive of the expansion to the Jane Dough Property, are summarized below: Primary Permits and Licenses for the Nichols Ranch Project (Nichols Ranch and Hank Units Only) Permit, License, or Approval Name Agency Status Source Material License NRC (2011); WDEQ-LQD (2018) Renewed (2025) Permit to Mine (UIC Permit) WDEQ-LQD Obtained Aquifer Exemption WDEQ-LQD; EPA Obtained Permit to Appropriate Groundwater WSEO Obtained Wellfield Authorization WDEQ-LQD Obtained Class I UIC Deep Disposal Well Permits WDEQ-WQD Obtained 92 Table of Conten t s WYPDES WDEQ-WQD Obtained Plan of Operations (Hank Unit only) BLM Obtained Air Quality Permit WDEQ-AQD Obtained Notes: (1) NRC - Nuclear Regulatory Commission (2) EPA - Environmental Protection Agency (3) UIC - Underground Injection Control (4) WDEQ-LQD - Wyoming Department of Environmental Quality Land Quality Division (5) WDEQ-WQD - Wyoming Department of Environmental Quality Water Quality Division (6) WDEQ-AQD - Wyoming Department of Environmental Quality Air Quality Division (7) WSEO - Wyoming State Engineer’s Office (8) WYPDES - Wyoming Pollutant Discharge Elimination System Under the licensed plan, the Nichols Ranch Plant has been built, and a satellite processing facility is licensed for the Hank Project.
The summer months are typically hot, dry, and clear, except for infrequent high-intensity, short-duration storm events. The Complex is located in Campbell and Johnson Counties. These counties are generally rural; according to the April 1, 2020 United States Census, there were 8,447 people living in Johnson County and 47,026 people living in Campbell County.
The summer months are typically hot, dry, and clear, except for infrequent high-intensity, short-duration storm events. The Complex is located in Campbell and Johnson Counties. These counties are generally rural; according to the April 1, 2020 U.S. Census, there were 8,447 people living in Johnson County and 47,026 people living in Campbell County.
All holes were drilled in Sections 17 and 18, Township 43 North, Range 76 West, 6th Principal Meridian, Johnson County, Wyoming.
All holes were drilled in Sections 17, 18, 20 and 29, Township 43 North, Range 76 West, 6th Principal Meridian, Johnson County, Wyoming.
The lease stipulates a 5% of gross returns royalty to the State of New Mexico “less actual and reasonable transportation and smelting or reduction costs, up to 50% of the gross returns” for production of uranium, which is designated a “special mineral” in the lease. 116 Table of Content Accessibility, Climate, Local Resources, Infrastructure and Physiography The Roca Honda Project is located approximately three miles northwest of the community of San Mateo, New Mexico, in McKinley County, and approximately 22 miles by road northeast of Grants, New Mexico, via State Highway NM 605.
The lease stipulates a 5% of gross returns royalty to the State of New Mexico “less actual and reasonable transportation and smelting or reduction costs, up to 50% of the gross returns” for production of uranium, which is designated a “special mineral” in the lease. 119 Table of Conten t s Accessibility, Climate, Local Resources, Infrastructure and Physiography The Roca Honda Project is located approximately three miles northwest of the community of San Mateo, New Mexico, in McKinley County, and approximately 22 miles by road northeast of Grants, New Mexico, via State Highway NM 605.
Drillholes Meters Drilled Comment CRA Exploration 1982-1989 308 7,943 300 holes with HM assays 275 holes with VHM assays Zirtanium 2002 22 498 23 holes with HM assays 15275 holes with VHM assays 159 Table of Content 2013 136 3,948 108 holes with HM assays 51 holes with VHM assays DMS/Astron 2015 82 1,961 176 holes with HM assays 21 holes with VHM assays Total 548 14,350 Permitting and Licensing Commencement of the Environmental Effects Statement (“ EES ”) application started in 2005 and was positively assessed in 2008.
Drillholes Meters Drilled Comment CRA Exploration 1982-1989 308 7,943 300 holes with HM assays 275 holes with VHM assays 163 Table of Conten t s Zirtanium 2002 22 498 23 holes with HM assays 15275 holes with VHM assays 2013 136 3,948 108 holes with HM assays 51 holes with VHM assays DMS/Astron 2015 82 1,961 176 holes with HM assays 21 holes with VHM assays Total 548 14,350 Permitting and Licensing Commencement of the Environmental Effects Statement (“ EES ”) application started in 2005 and was positively assessed in 2008.
Base Toliara’s agreement to pay a 5% royalty on revenues and provide $80 million of upfront development, community and social funding are conditional on: • the Stability Mechanism being adopted in a form that is satisfactory to the Company; • Project Certification having been obtained; and • prior to Project Certification having been obtained, there being no change to the laws of Madagascar (as they apply to Base Toliara and the Toliara Project as at the date of the MOU) that is adverse to Base Toliara or the Toliara Project.
The Company’s agreement to pay a 5% royalty on revenues and provide $80 million of upfront development, community and social funding are conditional on: • the Stability Mechanism being adopted in a form that is satisfactory to the Company; • Project Certification having been obtained; and • prior to Project Certification having been obtained, there being no change to the laws of Madagascar (as they apply to Base Toliara and the Vara Mada Project as of the date of the MOU) that is adverse to Base Toliara or the Vara Mada Project.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

22 edited+3 added−17 removed14 unchanged
Biggest changeBase Titanium has a valid and subsisting license issued by the National Environmental Management Authority. 179 Table of Content Base Titanium raised a preliminary objection challenging the jurisdiction of the Environment and Land Court at first instance, on the basis that the proper procedure for raising grievances specified in the Mining Act had not been followed which requires grievances with respect to mining operations to be first raised with the Cabinet Secretary for Mining, Blue Economy and Maritime Affairs.
Biggest changeBase Titanium raised a preliminary objection challenging the jurisdiction of the Environment and Land Court at first instance, on the basis that the proper procedure for raising grievances in relation to mining operations specified in the Mining Act had not been followed.
The KPA appealed this ruling to the Court of Appeal of Kenya, but this appeal has not progressed. Separately, in February 2021, the High Court of Kenya ruled that that the arbitrator should be removed and directed the parties to seek appointment of a new arbitrator.
The KPA appealed this ruling to the Court of Appeal of Kenya, but this appeal has not progressed. Separately, in February 2021, the High Court of Kenya ruled that the arbitrator should be removed and directed the parties to seek appointment of a new arbitrator.
ITEM 3. LEGAL PROCEEDINGS Other than routine litigation incidental to our business, or as described below, the Company is not currently a party to any material pending legal proceedings that management believes would be likely to have a material adverse effect on our financial position, results of operations or cash flows.
ITEM 3. LEGAL PROCEEDINGS Other than routine litigation incidental to our business, or as described below, the Company is not currently a party to any material pending legal proceedings that management believes would be likely to have a material adverse effect on our properties, financial position, results of operations or cash flows.
The former local landholders have sought a declaration to this effect and that Base Titanium pay an additional KSH 360,000 per acre (representing the difference between the compensation paid by Base Titanium to the local landholders and the compensation paid to other local landholders for resettlements undertaken in 2021) and interest on this amount at 20% per annum.
The former local landholders have sought a declaration to this effect and that the Company pay an additional KSH 360,000 per acre (representing the difference between the compensation paid by Base Titanium to the local landholders and the compensation paid to other local landholders for resettlements undertaken in 2021) and interest on this amount at 20% per annum.
Base Titanium sought resolution of the dispute through arbitration commenced in Kenya in February 2017 bought under the Kenya Ports Authority Act. The KPA challenged the jurisdiction of the arbitrator to hear the dispute and, in late 2019, the arbitrator ruled in favor of arbitration having jurisdiction. In March 2022, the High Court of Kenya upheld the arbitrator’s jurisdictional ruling.
Base Titanium sought resolution of the dispute through arbitration commenced in Kenya in February 2017, brought under the Kenya Ports Authority Act. The KPA challenged the jurisdiction of the arbitrator to hear the dispute and, in late 2019, the arbitrator ruled in favor of arbitration having jurisdiction. In March 2022, the High Court of Kenya upheld the arbitrator’s jurisdictional ruling.
To date, the Port Operating License has not been finalized as KPA has refused to grant the license unless that license includes an obligation on Base Titanium to pay a $1/tonne stevedoring charge on exports from the Jetty Facility. Under applicable KPA tariffs, KPA may levy a $1/tonne charge for stevedoring services it provides.
To date, the Port Operating License has not been finalized as KPA has refused to grant the license unless that license includes an obligation on the Company to pay a $1/tonne stevedoring charge on exports from the Jetty Facility. Under applicable KPA tariffs, KPA may levy a $1/tonne charge for stevedoring services it provides.
Mchingirini Residents On July 18, 2023, former local landholders filed a petition with the Environment and Land Court alleging they were the registered and beneficial owners of suit properties in the Mchingirini area, which form part of Kwale Project SML 23, that their prior relocation and resettlement was unlawful and that the compensation paid was inadequate on the basis of an alleged understanding that there were no minerals on the suit properties.
Mchingirini Residents On July 18, 2023, former local landholders filed a petition with the Environment and Land Court alleging they were the registered and beneficial owners of suit properties in the Mchingirini area, which formed part of Kwale Project SML 23, that their prior relocation and resettlement in 2015/2016 was unlawful and that the compensation paid was inadequate on the basis of an alleged understanding that there were no minerals on the suit properties.
The Company does not consider these challenges to have any merit and, if a settlement cannot be reached, the Company intends to participate with UDEQ in defending against the challenges. If the challenges are successful, the likely outcome would be a requirement to modify the renewed Mill License and/or GWDP.
Regardless, the Company does not consider the Mill Plaintiffs’ challenges to have any merit and, if a settlement cannot be reached, intends to participate with UDEQ in defending against the challenges. If the challenges are successful, the likely outcome would be a requirement to modify the renewed License and/or GWDP.
Base Titanium objects to stevedoring charges being levied by KPA principally on the grounds that (i) Base Titanium’s Jetty Facility is a private facility that was built entirely at Base Titanium’s expense; and (ii) no such stevedoring services are either required of, or are being provided by, KPA and, therefore, a service charge in respect of stevedoring is not applicable and invalid.
The Company objects to stevedoring charges being levied by KPA principally on the grounds that (i) the Company’s Jetty Facility is a private facility that was built entirely at the Company’s expense; and (ii) no such stevedoring services are either required of, or are being provided by, KPA and, therefore, a service charge in respect of stevedoring is not applicable and invalid.
During the review period for each application for renewal, the Mill can continue to operate under its existing Mill License and GWDP until such time as the renewed Mill License or GWDP is issued. Most recently, on July 15, 2022, the routine GWDP renewal application was submitted to UDEQ, which remains under consideration at this time.
During the review period for each application for renewal, the Mill can continue to operate under its then existing License and GWDP until such time as the renewed License or GWDP is issued. Most recently, on July 15, 2022, the routine GWDP renewal application was submitted to UDEQ for consideration.
At this time, the Company does not believe that any such modification would materially affect its financial position, results of operations or cash flows.
At this time, the Company does not believe any such modification would materially affect our financial position, results of operations or cash flows.
Stevedoring Dispute with the Kenya Ports Authority To operate its ship loading and jetty facility in Likoni (“ Jetty Facility ”), Base Titanium requires a Port Operating License issued by the Kenya Ports Authority (“ KPA ”).
Kwale Project Stevedoring Dispute with the Kenya Ports Authority To operate its ship loading and jetty facility in Likoni (“ Jetty Facility ”), the Company, through its subsidiary Base Titanium, requires a Port Operating License issued by the Kenya Ports Authority (“ KPA ”).
In turn, the plaintiffs surrendered their title deeds to Base Titanium and transfer instruments were executed. Base Titanium has raised a preliminary objection challenging jurisdiction on the basis that the proper procedure for raising grievances specified in the Mining Act has not been followed.
The plaintiffs also surrendered their title deeds for the suit properties to the Company and transfer instruments were executed. Base Titanium raised a preliminary objection challenging jurisdiction on the basis that the proper procedure for raising claims for compensation specified in the Mining Act had not been followed.
This objection was dismissed by the Environment and Land Court by way of ruling on April 12, 2024. Base Titanium is pursuing an appeal in the Court of Appeal of Kenya. Appeal dates are yet to be set. The original proceedings have been stayed, pending Base Titanium’s appeal. The Company does not consider this action to have any merit.
This objection was dismissed by the Environment and Land Court by way of ruling on April 12, 2024. The Company is now pursuing an appeal in the Court of Appeal of Kenya. Appeal dates are yet to be set. The original proceedings have been stayed, pending the Company’s appeal.
KPA sought to levy such charges shortly prior to Base Titanium’s maiden shipment from the Jetty Facility in 2014, which was ultimately paid by Base Titanium under protest to ensure the vessel was permitted to sail.
KPA sought to levy such charges shortly prior to 181 Table of Conten t s the maiden shipment from the Jetty Facility in 2014, which was ultimately paid by the Company under protest to ensure the vessel was permitted to sail.
The Company and the Mill Plaintiffs held multiple discussions over the course of 2018 and 2019 in an effort to settle the dispute outside of any judicial proceeding. In February 2019, the Mill Plaintiffs submitted to the Company their proposal for reaching a settlement agreement. The proposal remains under consideration by the Company.
The Company and the Mill Plaintiffs held multiple discussions over the course of 2018 and 2019 in an effort to settle the dispute outside of any judicial proceeding. In February 2019, the Mill Plaintiffs submitted to the Company their proposal for reaching a settlement agreement. The parties have not to date come to agreement on resolution of these matters.
The Company does not consider this action to have any merit. The Company therefore does not believe, at this time, that this action will materially impact the Company’s financial position, results of operations or cash flows.
While the Company is willing to consider settlement discussions in the interest of concluding this matter in a timely manner, the Company does not consider this action to have any merit. The Company therefore does not believe, at this time, that this action will materially impact the Company’s financial position, results of operations or cash flows.
Discussions have stalled over recent months, and Base Titanium is likely to need to recommence formal dispute resolution proceedings through arbitration. As at the time of writing, the amount in dispute is approximately $4.6 million (with $1.4 million previously paid, and approximately $3.2 million held in the escrow account).
This matter remains unresolved, and the Company anticipates that it may need to recommence formal dispute resolution proceedings through arbitration. As of the time of writing, the amount in dispute is approximately $4.6 million (with approximately $1.4 million previously paid to KPA, and approximately $3.2 million held in the escrow account).
The UDEQ renewed in January 2018, then reissued with minor corrections in February 2018, the Mill License for another ten years and the GWDP for another five years, after which further applications for renewal of the Mill License and GWDP are required to be submitted.
On January 19, 2018, UDEQ renewed, and on February 16, 2018 reissued, the Mill’s License for another ten years and the Groundwater Discharge Permit (“ GWDP ”) for another five years, after which further applications for renewal of the License and GWDP will need to be submitted.
KPA separately appealed the 2017 Ruling and, in April 2023, the Court of Appeal of Kenya dismissed KPA’s appeal, paving the way for Base Titanium to seek appointment of a new arbitrator. Base Titanium has not yet sought the appointment of a new arbitrator pending the outcome of discussions between the parties.
KPA separately appealed the 2017 Ruling and, in April 2023, the Court of Appeal of Kenya dismissed KPA’s appeal, paving the way for the Company to seek appointment of a new arbitrator. The Company has held off on seeking the appointment of a new arbitrator to allow for a potential amicable resolution of the matter.
Base Titanium denies that it has committed the alleged violations or breaches, with no substantive evidence adduced supporting the claims. Base Titanium conducts its operations in compliance with its Environmental Impact Assessment License and Environmental and Social Management Plan.
The Company denies that it has committed the alleged violations or breaches and is of the view that no substantive evidence has been adduced supporting the claims.
Base Titanium denies any liability to the plaintiffs. In 2015 and 2016, following negotiations between the parties, agreements were reached to have the plaintiffs relocated from the suit properties. Pursuant to the said agreements, the plaintiffs were relocated, and compensation was paid by Base Titanium.
The Company denies any liability to the plaintiffs. In 2015 and 2016, following negotiations between the parties, agreements were reached with the plaintiffs setting out the term for their relocation. Pursuant to the said agreements, the plaintiffs agreed to 182 Table of Conten t s relocate elsewhere, and Base Titanium agreed to, and thereafter did, pay compensation to the plaintiffs.
Removed
Kwale Project Royalty dispute In connection with its acquisition of the Kwale Project in 2010, Base Titanium, a subsidiary of Base Resources, granted a 2% gross revenue royalty to third parties.
Added
Among other things, the Kwale Project has a valid and subsisting Environmental Impact Assessment License issued by the National Environmental Management Authority and the Company conducts its operations in compliance with that license and the Environmental and Social Management Plan.
Removed
The royalty is governed by a Royalty Deed dated July 30, 2010, and was split between the parent company of the project’s vendor, Vaaldium Mining Inc., and the then holder of certain rights in respect of the project, Pangea Goldfields Inc.
Added
This requires grievances with respect to mining operations to be first raised with the Cabinet Secretary for Mining, Blue Economy and Maritime Affairs. The Court dismissed the application by way of ruling dated February 10, 2022. This decision was upheld by the Court of Appeal of Kenya by way of ruling dated July 18, 2025.
Removed
There was a disagreement between Base Titanium and the current holders of the royalty in respect of the royalty’s scope under the Royalty Deed – specifically, whether, and the extent to which, the royalty applies outside the Kwale SML 23 as it existed at the time of the Kwale Project’s acquisition in 2010 (“ 2010 SML ”).
Added
The Company is pursuing an appeal to the Supreme Court of Kenya. The parties have since filed their respective submissions and a hearing date of March 12, 2026 has been set. The Company does not consider this action to have any merit.
Removed
The royalty is currently held by 178 Table of Content Osisko Gold Royalties Ltd (as to 1.5%), TRR Services UK Limited (as to 0.25%) and Elemental Royalties Limited (as to 0.25%).
Removed
While all three royalty holders initially contested Base Titanium’s interpretation of the royalty’s scope, only Osisko Gold Royalties and TRR Services UK took formal steps to enforce their respective claimed rights and on March 13, 2023 commenced arbitration proceedings in the London Court of International Arbitration. The arbitral tribunal determined to only register the arbitration for Osisko Gold Royalties.
Removed
Base Titanium objected to the jurisdiction of the arbitral tribunal to hear the dispute; however, this objection was dismissed by the arbitral tribunal on February 7, 2024. Base Titanium appealed to the Ontario Superior Court to decide the matter of jurisdiction. In Q4 2024, a confidential settlement was reached, and the arbitration was subsequently terminated.
Removed
Dismissal of the appeal before the Ontario Superior Court is pending. At the time of writing, no formal legal proceedings have been commenced by either of the other two royalty holders. The Company believes these claims are time barred pursuant to applicable Ontario law.
Removed
The Court dismissed Base Titanium’s application by way of ruling dated February 10, 2022. Base Titanium is pursuing an appeal. The appeal was heard in the Court of Appeal on January 21, 2025 and a ruling is expected in late May, 2025. The primary case has been stayed, pending Base Titanium’s appeal.
Removed
Toliara Project Although the Toliara Project holds a mining permit that allows production of Ilmenite, Rutile and Zircon, development at the Project was suspended by the Government of Madagascar in November 2019 pending negotiation of fiscal terms applying to the Project.
Removed
Based on progress made in the negotiation of fiscal terms, the Government of Madagascar lifted the suspension on November 28, 2024, and on December 5, 2024 the Company entered into a Memorandum of Understanding (the “ MOU ") with the Government of Madagascar setting forth certain key terms applicable to the Toliara Project.
Removed
The MOU is the culmination of extensive negotiations over several years with the Malagasy Government on fiscal and other terms applicable to the Toliara Project and a major step forward in advancing the Project.
Removed
Now that the Government of Madagascar has lifted the suspension, the Company has re-commenced development and investment in the Project, is re-establishing community and social programs, and is advancing the technical, environmental and social activities necessary to achieve a positive Financial Investment Decision (“ FID "), which the Company expects to make in early 2026.
Removed
While the Company is progressing towards an FID, the Company will continue working with the Government of Madagascar to formalize the terms and conditions set out in the MOU through the implementation of a “Stability Mechanism" consisting of one or a combination of the following: (a) submittal of an Investment Agreement to the Madagascar Parliament for approval as law and certification of the Toliara Project (“Project Certification") under existing law establishing a special regime for large scale investments in the Malagasy mining sector (the “ LGIM "); (b) promulgation of amendments and revisions to the existing LGIM (the “ LGIM Amendment ") in a form that provides for the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements, for large-scale projects and have Project Certification under the amended LGIM, together with an Investment Agreement (if reasonably required) submitted to Parliament for approval as law; and/or (c) another agreed upon mechanism that achieves the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements, applying to large-scale mining projects.
Removed
The Company and the Government of Madagascar are currently pursuing option (b) by working towards an LGIM Amendment and to have Project Certification under the amended LGIM, together with an Investment Agreement (if reasonably required) submitted to Parliament for 180 Table of Content approval as law.
Removed
The Company currently expects that the LGIM Amendment process could be completed in Q2 2025 with the Project Certification and Investment Agreement, if required, approval by the end of Q3 2025. In parallel, the Company and the Government of Madagascar are working through the process for having Monazite added to the Toliara Project’s mining permit.
Removed
There can be no assurance as to the timing of achieving sufficient legal and fiscal stability or the timing for approval of the addition of Monazite to the mining permit.
Removed
If such approvals are not obtained, or obtained on terms less favorable than expected, this could delay any final investment decision in relation to the Toliara Project or prevent or otherwise have a significant effect on the development of the Toliara Project or ability to recover Monazite from the Toliara Project. (see “ Part I, Item 2.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURE The mine safety disclosures required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K are included in Exhibit 95.1 of this Annual Report. 181 Table of Content PART II
Biggest changeITEM 4. MINE SAFETY DISCLOSURE The mine safety disclosures required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K are included in Exhibit 95.1 of this Annual Report. 183 Table of Conten t s PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

21 edited+2 added−1 removed25 unchanged
Biggest changeDates on the chart represent the last trading day of the indicated fiscal year. 183 Table of Content Notes: (1) This peer group represents a broad range of companies operating within the uranium, REE and HMS generally and is used for certain of the Company’s executive officer long-term incentive plan compensation decisions as reported annually in the Company’s proxy circular.
Biggest changeDates on the chart represent the last trading day of the indicated fiscal year. 185 Table of Conten t s Comparison of 5-Year Cumulative Total Return Assuming Initial Investment of $100 (December 31, 2020 to December 31, 2025) Notes: (1) This peer group represents a broad range of companies operating within the uranium, REE and HMS generally and is used for certain of the Company’s executive officer long-term incentive plan compensation decisions as reported annually in the Company’s proxy circular.
Stock Performance Graph (1) The performance graph below shows Energy Fuels’ cumulative total 5-year return based on an initial investment of $100 in Energy Fuels Common Shares beginning on December 31, 2019, as compared with the Russell 2000 Index, NYSE American Natural Resources Index, NYSE Composite, NASDAQ Composite, and a peer group consisting of Arafura Rare Earths Ltd., Boss Resources, Cameco, The Chemours Company, Deep Yellow Ltd., Denison Mines, Eramet S.A., GoviEx, Iluka Resources Limited, Image Resources, Kenmare Resources Plc, Lynas Rare Earth Ltd., MP Materials Corp, Neo Performance Materials, NexGen Energy, Paladin Energy, Peninsula Energy, Rare Element Resources Ltd., Texas Mineral Resources Corp, Tronox Holdings Plc, Ucore Rare Metals Inc., Uranium Energy Corp and Ur-Energy.
Stock Performance Graph (1) The performance graph below shows Energy Fuels’ cumulative total 5-year return based on an initial investment of $100 in Energy Fuels Common Shares beginning on December 31, 2020, as compared with the Russell 2000 Index, NYSE American Natural Resources Index, NYSE Composite, NASDAQ Composite, and a peer group consisting of Arafura Rare Earths Ltd., Boss Resources, Cameco, The Chemours Company, Deep Yellow Ltd., Denison Mines, Eramet S.A., GoviEx, Iluka Resources Limited, Image Resources, Kenmare Resources Plc, Lynas Rare Earth Ltd., MP Materials Corp, Neo Performance Materials, NexGen Energy, Paladin Energy, Peninsula Energy, Rare Element Resources Ltd., Texas Mineral Resources Corp, Tronox Holdings Plc, Ucore Rare Metals Inc., Uranium Energy Corp and Ur-Energy.
Energy Fuels Compensation Plan The Compensation Plan was approved by the Board on each of January 28, 2015, March 29, 2018, March 18, 2021 and May 24, 2024 and by shareholders on each of June 18, 2015, May 30, 2018, May 26, 2021 and June 11, 2024 (amended, restated and approved every three years).
Energy Fuels Compensation Plan The Compensation Plan was approved by the Board on each of January 28, 2015, March 29, 2018, March 18, 2021 and May 24, 2024, and by shareholders on each of June 18, 2015, May 30, 2018, May 26, 2021, June 11, 2024 and June 11, 2025 (amended, restated and approved every three years).
The chart shows yearly performance marks over a five-year period. This performance chart assumes: (1) $100 was invested on December 31, 2019 in Energy Fuels Common Shares along with the Russell 2000 Index, NYSE American Natural Resources Index, NYSE Composite, NASDAQ Composite, and the peer group’s common stock; and (2) all dividends are reinvested.
The chart shows yearly performance marks over a five-year period. This performance chart assumes: (1) $100 was invested on December 31, 2020 in Energy Fuels Common Shares along with the Russell 2000 Index, NYSE American Natural Resources Index, NYSE Composite, NASDAQ Composite, and the peer group’s common stock; and (2) all dividends are reinvested.
Equity Compensation Plan Information The following table provides information as of December 31, 2024, concerning non-qualified stock options, restricted stock units (“ RSUs ”) and stock appreciation rights (“ SARs ”) outstanding pursuant to our 2024 Amended and Restated Omnibus Equity Incentive Compensation Plan (the “ Compensation Plan ”), which has been approved by the Company’s shareholders.
Equity Compensation Plan Information The following table provides information as of December 31, 2025, concerning non-qualified stock options, restricted stock units (“ RSUs ”) and stock appreciation rights (“ SARs ”) outstanding pursuant to our 2025 Amended and Restated Omnibus Equity Incentive Compensation Plan (the “ Compensation Plan ”), which has been approved by the Company’s shareholders.
See “ Certain Canadian Federal Income Tax Considerations for Non-Residents of Canada ,” below.
See Certain Canadian Federal Income Tax Considerations for Non-Residents of Canada , below.
Repurchase of Equity Securities During the year ended December 31, 2024, neither we nor any of our affiliates repurchased any of our Common Shares registered under Section 12 of the Exchange Act.
Repurchase of Equity Securities During the year ended December 31, 2025, neither we nor any of our affiliates repurchased any of our Common Shares registered under Section 12 of the Exchange Act.
Exchange Controls There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to nonresident holders of the securities of Energy Fuels, other than Canadian withholding tax.
Exchange Controls There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-resident holders of the securities of Energy Fuels, other than Canadian withholding tax.
The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of which Canada is a signatory, affects many of Canada’s bilateral tax treaties (but not the Canada-U.S. Treaty), 185 Table of Content including the ability to claim benefits thereunder.
The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of which Canada is a signatory, affects many of Canada’s bilateral tax treaties (but not the Canada-U.S. Treaty), including the ability to claim benefits thereunder.
Such Non-Resident Holders should seek advice from their own tax advisors. 184 Table of Content This summary is based upon the provisions of the Tax Act in force as of the date hereof, all specific proposals to amend the Tax Act that have been publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Proposed Amendments ”) and management’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “ CRA ”) published in writing by it prior to the date hereof.
Such Non-Resident Holders should seek advice from their own tax advisors. 186 Table of Conten t s This summary is based upon the provisions of the Tax Act in force as of the date hereof, all specific proposals to amend the Tax Act that have been publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Proposed Amendments ”) and management’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “ CRA ”) published in writing by it prior to the date hereof.
The number of Common Shares reserved for issuance to participants under the Compensation Plan shall not exceed 10,000,000 (the “ Total Share Authorization ”). In addition to being subject to the Total Share Authorization limit, the aggregate number of Shares that may be issued under all Full Value Awards shall not exceed 7,500,000 (the “ Full Value Share Authorization ”).
The number of Common Shares reserved for issuance to participants under the Compensation Plan shall not exceed 17,500,000 (the “ Total Share Authorization ”). In addition to being subject to the Total Share Authorization limit, the aggregate number of Shares that may be issued under all Full Value Awards shall not exceed 12,500,000 (the “ Full Value Share Authorization ”).
With a few exceptions, each RSU vests annually at approximately the following intervals: as to 50% on January 27 th approximately one year after the date of grant, as to another 25% on January 27 th approximately two years after the date 182 Table of Content of grant and as to the remaining 25% on January 27 approximately three years after the date of grant.
With a few exceptions, each RSU vests annually at approximately the following intervals: as to 50% on January 27 th approximately one year after the date of grant, as to another 25% on January 27 th approximately two years after the 184 Table of Conten t s date of grant and as to the remaining 25% on January 27 approximately three years after the date of grant.
Upon vesting, each RSU entitles the holder to receive one Common Share without any additional payment. (3) 1,143,146 RSUs have been excluded from the weighted average exercise price because there is no exercise price. (4) Includes 785,476SARs granted in 2022 and earned in 2021 (excluding any SARs granted but since forfeited).
Upon vesting, each RSU entitles the holder to receive one Common Share without any additional payment. (3) 1,861,338 RSUs have been excluded from the weighted average exercise price because there is no exercise price. (4) Includes 775,101 SARs granted in 2022 and earned in 2021 (excluding any SARs granted but since forfeited).
As of February 24, 2025, Energy Fuels had 210,241,007 Common Shares issued and outstanding, held by an estimated 140,000 or more shareholders. Dividend Policy We have never declared cash dividends on our Common Shares. We anticipate that we will retain any earnings to support operations and to finance the growth of our business.
As of February 20, 2026, Energy Fuels had 241,606 Common Shares issued and outstanding (in thousands), held by an estimated 185,000 or more shareholders. Dividend Policy We have never declared cash dividends on our Common Shares. We anticipate that we will retain any earnings to support operations and to finance the growth of our business.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Common Shares are listed for trading on the NYSE American under the symbol “ UUUU ” and on the TSX under the symbol “ EFR .” As of February 24, 2025, the closing bid quotation for our Common Shares was $4.36 per share as quoted by the NYSE American and was $6.22 per share as quoted by the TSX.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Common Shares are listed for trading on the NYSE American under the symbol “ UUUU ” and on the TSX under the symbol “ EFR .” As of February 20, 2026, the closing bid quotation for our Common Shares was $21.35 per share as quoted by the NYSE American and was $29.29 per share as quoted by the TSX.
(6) Includes 231,269 SARs granted in 2023 and earned in 2022 (excluding any SARs granted but since forfeited).
(6) Includes 228,149 SARs granted in 2023 and earned in 2022 (excluding any SARs granted but since forfeited).
Non-Resident Holders should consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty or convention.
Non-Resident Holders should consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty or convention. 187 Table of Conten t s
Plan Category Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights (1) Weighted average exercise price of outstanding options, warrants and rights (US$) (1)(3)(7) Number of Common Shares remaining available for future issuance (Total Share Authorization) (1) Number of Common Shares remaining available for future issuance (1) Equity compensation plans approved by security holders 3,292,862 (2)(4)(5)(6) $ 6.62 6,621,232 6,356,854 Equity compensation plans not approved by security holders Nil Nil Nil Nil Total 3,292,862 $ 6.62 6,621,232 6,356,854 (1) There are no warrants outstanding at this time.
Plan Category Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights (1) Weighted average exercise price of outstanding options, warrants and rights (US$) (1)(3)(7) Number of Common Shares remaining available for future issuance (Total Share Authorization) (1) Number of Common Shares remaining available for future issuance (1) Equity compensation plans approved by security holders 5,505,431 (2)(4)(5)(6) $ 6.51 10,878,682 9,968,893 Equity compensation plans not approved by security holders Nil Nil Nil Nil Total 5,505,431 $ 6.51 10,878,682 9,968,893 (1) There are no warrants outstanding at this time.
Further, notwithstanding the foregoing vesting schedule, no SARs were able to be exercised by the holder for an initial period of one year from the date of grant; the date first exercisable being January 25, 2024. As of December 31, 2024 , none of the performance goals had been achieved and none of the underlying SARs have vested.
Further, notwithstanding the foregoing vesting schedule, no SARs were able to be exercised by the holder for an initial period of one year from the date of grant; the date first exercisable being January 25, 2024.
Further, notwithstanding the foregoing vesting schedule, no SARs were able to be exercised by the holder for an initial period of one year from the date of grant; the date first exercisable being January 25, 2023. As of December 31, 2024 , none of the performance goals had been achieved and none of the underlying SARs have vested.
Further, notwithstanding the foregoing vesting schedule, no SARs were able to be exercised by the holder for an initial period of one year from the date of grant; the date first exercisable being January 25, 2023.
(2) Includes 1,132,972 stock options and 1,143,146 RSUs.
(2) Includes 2,640,843 stock options and 1,861,338 RSUs.
Removed
The Company does not have an equity compensation plan that has not been approved by shareholders. The table also includes stock options that the Company assumed as part of the Uranerz acquisition.
Added
As of December 31, 2025, the market performance goals for the 2022 SAR grants had been achieved, and the underlying SARs vested in three tranches, with tranche one vested on October 8, 2025, tranche two vested on October 14, 2025, and tranche three vested on October 22, 2025.
Added
As of December 31, 2025, the market performance goals for the 2023 SAR grants had been achieved, and the underlying SARs vested in three tranches, with tranche one vested on October 8, 2025, tranche two vested on October 14, 2025, and tranche three vested on October 22, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

120 edited+130 added−123 removed8 unchanged
Biggest changeWe 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 or income of the Company, other than: (i) recent activity in uranium markets, which could result in the Company selling inventories and future production at increased prices and/or signing additional contracts with nuclear utilities for the long-term supply of uranium; (ii) U.S. government laws and programs, including the recent ban on Russian uranium imports and efforts to restore domestic nuclear fuel capabilities, which could result in improved uranium sales prices; (iii) volatility in prices of uranium, vanadium, HMS, REEs and our other primary metals; and (iv) the Company’s HMS, REE and TAT radioisotope initiatives, which, if successful, could result in improved results from operations in future years.
Biggest changeWe 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.
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 capital structure.
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.
The Company is also continuing to maintain required permits at its other conventional projects, including the Energy Queen mine. All these projects serve as important pipeline assets for the Company’s future conventional production capabilities, as market conditions may warrant.
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.
TAT requires reliable and secure supplies of radium, which pharmaceutical companies use to extract other short half-life, alpha-emitting elements for the production of TAT drugs. Currently, there is no domestic supplier of radium.
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.
As the Company is ramping up its commercial uranium production, it can rely on its uranium inventories and potential purchases of uranium on the spot market to supplement its uranium production if necessary to fulfill its contract requirements.
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.
Although the Company does not expect to produce significant quantities of U 3 O 8 in 2025 from Nichols Ranch, the Company is undertaking exploration and development activities in 2025 to expand the resources at the Nichols Ranch Project and to further develop wellfields to be ready for potential recommencement of production within one year from a “go” decision, as market conditions warrant.
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.
The Company may also evaluate the purchase of uranium on the spot market, subject to market conditions, contract requirements and the Mill schedule for processing uranium ore stockpiles at the Mill.
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.
While we expect exploration and development costs related to our mineral properties to provide future value to the Company, the Company expenses these costs in part due to the fact that the Company has not established Proven Mineral Reserves or Probable Mineral Reserves as defined by S-K 1300 or NI 43-101 through the completion of a feasibility or pre-feasibility study for any of the Company’s projects as of December 31, 2024, with the exception of its Sheep Mountain and Pinyon Plain Projects.
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.
Adamas forecasts demand for separated NdPr, Dy and Tb to grow at a compound annual growth rate (“ CAGR ”) of 8.7% through 2040, while global production will grow at a slower rate of 5.1%. Robotics are expected to become the largest demand driver for NdFeB magnets through 2040.
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.
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, 2023 for a discussion on cash and cash flows for the year ended December 31, 2023 compared to the year ended December 31, 2022.
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.
At Nichols Ranch the Company currently holds 34 fully permitted, undeveloped wellfields, including four additional wellfields at the Nichols Ranch wellfields, 22 wellfields at the adjacent Jane Dough wellfields and eight wellfields at the Hank Project, which is fully permitted to be constructed as a satellite facility to the Nichols Ranch Plant.
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.
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, 2024 and the related notes thereto.
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 Company expects to sell to a diverse group of customers in order to maximize revenues and profits, when market conditions warrant. The vanadium 191 Table of Content 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 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 .
In addition, having stockpiled mined ore 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.
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.
According to industry forecaster Adamas Intelligence, the demand for REEs is expected to be primarily driven by increased demand for neodymium-iron-boron (“ NdFeB ”) magnets used in robotics, advanced air mobility, and electric vehicles (including hybrid electric vehicles).
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).
In 2025, the Company also plans to continue advancing permitting and development on its Roca Honda Project, a large, high-grade conventional project in New Mexico and its Bullfrog Project in Utah, 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.
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.
Having observed a marked 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.
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.
Impairment testing of mining and recovery assets We undertake a review of the carrying values of our mining and recovery assets whenever 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.
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.
The exact timing for resumption of production from each of these projects will be subject to current and future uranium market conditions and/or procurement of additional long-term 187 Table of Content contracts.
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.
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.
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.
In undertaking 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.
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.
The Company’s current Shelf Registration Statement was declared effective on March 22, 2024 and permits the Company to sell any combination of its common shares, warrants, rights, subscriptions receipts, preferred shares, debt securities and/or units in one or more offerings.
The Company’s current Shelf Registration Statement was declared effective on March 22, 2024 and permits the 204 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.
There were no transactions and integration related costs incurred during the year ended December 31, 2023. See Note 3 – Transactions for more information.
There were no transactions and integration related costs incurred for the year ended December 31, 2025. See Note 3 – Transactions for more information.
Segment Results of Operations We have three reportable segments: (i) uranium, (ii) HMS and (iii) REE. The uranium segment engages in conventional and in situ recovery uranium extraction, recovery and sales of uranium from mineral properties and the recycling of uranium-bearing materials generated by third parties along with the exploration, permitting and evaluation of uranium properties in the United States.
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.
There can be no assurance as to the timing of achieving sufficient legal and fiscal stability or the timing for approval of the addition of Monazite to the mining permit.
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.
Higher weighted average costs per pound (calculated as the change in the period-to-period weighted average costs per pound times the current period sales volumes sold) accounted for an approximate $4.27 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.
The estimation of future cash flows related to Mineral Resources and Mineral Reserves is based upon a number of factors, such as estimates of future uranium prices, future construction and operating costs and geological assumptions and judgments made in estimating the size and grade of the Mineral Resource or Mineral Reserve.
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.
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, 2024, we issued 2,612,733 shares for net proceeds of $16.62 million under our 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.
Uranium Segment Results Revenues Uranium concentrates Revenues from uranium concentrates increased by $4.62 million to $37.90 million for the year ended December 31, 2024 from $33.28 million for the year ended December 31, 2023 primarily due to higher realized sales prices, partially offset by lower volumes sold between periods.
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.
These estimates are subject to various risks and uncertainties, which may ultimately have an impact on the expected recoverability of the carrying values of mining and recovery assets. We have not recorded an impairment loss related to our mining and recovery assets for the years ended December 31, 2024, 2023 and 2022. e.
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 impairment loss related to our mining and recovery assets for the years ended December 31, 2025, 2024 and 2023.
Energy Fuels’ uranium inventory provides the Company with financial flexibility, and the Company believes its existing inventories, purchases and new production will be sufficient to meet contract requirements through 2025 and over the life of the supply contracts, along with discretionary spot sales in 2025 and beyond, as market conditions may warrant.
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.
In conjunction with our Shelf Registration Statement, we filed a Prospectus Supplement with the SEC to our Shelf Registration Statement, qualifying for distribution up to $150.00 million in additional Common Shares under the ATM.
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.
While Energy Fuels’ primary interest in acquiring the Bahia Project is the REE-bearing monazite, the Bahia Project is also expected to produce large quantities of high-quality ilmenite and rutile and zircon minerals that are also in high demand.
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.
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 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.
Vanadium Sales The Company did not sell any vanadium during the year ended December 31, 2024. 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.
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.
In 2025, the Company also plans to continue to advance permitting and development on the Roca Honda and Bullfrog projects, which together with the Company's Sheep Mountain Project, could expand the Company’s uranium production to a run-rate of up to five million pounds of U 3 O 8 per year in the coming years, as market conditions warrant.
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.
The Company continually seeks to maximize capacity utilization at the Mill and new sources of revenue, including through its emerging REE and potential medical isotope businesses, as well as new sources of Alternate Feed Materials and new feed processing opportunities at the Mill, that can be processed without reliance on uranium sales prices.
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.
Changes in these estimates may materially impact the carrying value of the Company’s mining and recovery assets and the recorded amount of depreciation. d.
Changes in these estimates may materially change the carrying value of the Company’s mining and recovery assets and the recorded amount of depletion.
Joint Venture with Astron on the Donald Project On June 3, 2024, the Company executed the JV Agreements with Astron, creating the Donald Project JV to jointly develop and operate the Donald Project in Australia, which is a well-known HMS and REE deposit that the Company believes could provide it with 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.
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.
Reclamation has been ongoing throughout the life of the Kwale Project and will continue until all the mining areas are fully reclaimed. Reclamation of the South Dune mining area was completed in 2024, with the reclamation of the Central Dune, North Dune and Bumamani mining areas scheduled for completion in 2025.
Reclamation 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.
Costs Applicable to Revenues Costs applicable to uranium concentrates Costs applicable to uranium concentrates increased by $1.26 million to $16.58 million for the year ended December 31, 2024 from $15.32 million for year ended December 31, 2023 primarily due to higher weighted average costs per pound partially offset by lower volumes sold between periods.
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.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Refer to “ Part I, Item 7.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Refer to “ Part II, Item 7.
Mining at the Kwale Project commenced in 2013 and recently concluded at the end of December 2024, following depletion of the remaining ore reserves reported in accordance with JORC standards. Processing activities concluded in early January 2025. The sale of all remaining product stockpiles is underway and expected to be completed during the first quarter of 2025.
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.
Additionally, the Company is preparing two additional mines in Colorado and Wyoming (Whirlwind and Nichols Ranch) for expected production within one year from a “go” decision and is advancing several other large-scale U.S. mine projects in order to increase uranium production in the coming years in response to potentially strong uranium market conditions.
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.
Share-based compensation Share-based compensation increased by $0.78 million to $5.41 million for the year ended December 31, 2024 from $4.63 million for the year ended December 31, 2023 primarily due to a higher grant date fair value for the annual 2024 grant of awards as well as additional headcount, which includes 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.
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.
Higher realized prices (calculated as the change in the period-to-period average realized price times the current period sales volumes sold) accounted for an approximate $11.16 million increase in 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.
Sales Update and Outlook for 2025 The Company sells uranium into its existing long-term contracts and continually evaluates selling a portion of its inventories on the spot market in response to upside uranium or vanadium price movements and other market conditions.
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 process of estimating the useful life of the mining and recovery assets requires significant judgment in evaluating and assessing available geological, geophysical, engineering and economic data, projected rates of extraction and recovery, estimated commodity price forecasts and the timing of future expenditures, all of which are, by their very nature, subject to interpretation and uncertainty.
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.
The Company also entered into an agreement with the Navajo Nation in January 2025, which could open the door to the Company assisting in the cleanup of AUM left over from Cold War era government programs, in addition to receiving uranium ore. (See “ Part 1.
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.
With strong market conditions, the Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels’ uranium production to a run-rate of over two million pounds of U 3 O 8 per year as early as 2026.
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.
We intend to continue to pursue the acquisition of monazite mineral rights and other uranium producing assets. 203 Table of Content 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.
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.
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.
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.
Known Trends or Uncertainties The Company has had negative net cash flows from operating activities and net losses in previous years, in part due to depressed uranium and vanadium prices, 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.
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.
The Phase 1 REE separation circuit involved modifications and enhancements to the existing SX circuits at the Mill and 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 193 Table of Content oxides (“ TREO ”), containing approximately 850 to 1,000 tonnes of separated NdPr per year.
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.
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 program, Bahia Project, REE separation capacity expansion, Pinyon Plain operational production, TAT radioisotope initiative and earn-in to the Donald Project JV, the acquisition of Base Resources and its Toliara and Kwale Projects, as well as potential business and property acquisitions.
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.
In addition, a number of factors including restrictions on Russian uranium products in the U.S., transportation challenges, trade policies, and financial entities purchasing uranium on the spot market to hold for the long-term has the potential to result in higher sustained spot and term prices and, induce utilities to enter into more long-term contracts with non-Russian producers, like Energy Fuels, to foster security of supply, avoid transportation and logistics issues, and ensure more certain pricing.
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.
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, which could increase Energy Fuels' uranium production to a run-rate of over two (2) million pounds of U 3 O 8 per year starting as early as 2026, as market conditions may warrant.
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.
Heavy Mineral Sands Initiatives 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.
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).
To date, the Company has acquired 100% interests in the Toliara (Madagascar) and Bahia (Brazil) Projects, and the right to earn into a 49% joint venture interest with Astron Corporation in the Donald Project (Australia), under which Energy Fuels expects to offtake all REE-monazite. Acquisition of Base Resources On October 2, 2024, the Company completed its acquisition of Base Resources.
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.
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, 2024, the Company did not have any rare earth sales.
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.
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.
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.
Lower sales volumes (calculated as the change in period-to-period sales volumes times the prior period weighted average costs per pound) accounted for an approximate $3.01 million decrease in costs between periods.
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.
If such approvals are not obtained, or obtained on terms less favorable than expected, this could delay any final investment decision in relation to the Toliara Project or prevent or otherwise have a significant effect on the development of the Toliara Project or ability to recover Monazite from the Toliara Project. (see “Part I, Item 2.
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.
The Bahia Project is a well-known HMS deposit that the Company believes has the potential to supply 3,000 – 10,000 tonnes of natural monazite per year to the Mill for decades for processing into high-purity REE oxides. 3,000 – 10,000 tonnes of monazite contains approximately 1,500 – 5,000 tonnes of TREO, including 300 – 1,000 tonnes of NdPr and significant commercial quantities of Dy and Tb.
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.
As the Company’s material properties having only Mineral Resources are still in the exploration stage, the Company continues to expense most amounts that would normally be capitalized and subsequently depreciated or depleted over the life of Mineral Reserve-based mining 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.
The Company believes 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.
Recent Developments Uranium Segment Uranium Market Overview 189 Table of Conten t s 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.
Selling, general and administrative (excluding share-based compensation) Selling, general and administrative expenses (excluding share-based compensation) increased by $7.90 million to $31.19 million for the year ended December 31, 2024 from $23.29 million for the year ended December 31, 2023 primarily due to higher salaries and benefits in connection with additional headcount for legacy Energy Fuels operations and the acquisition of Base Resources.
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.
As a result, 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 December 31, 2024.
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 Company recovers stand-alone ilmenite, rutile and zircon to provide sources of Titanium (“ TiO 2 ”) and Zirconium (“ ZrO 2 ”). 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 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.
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.
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.
The four long-term utility contracts require future deliveries of uranium between 2025 and 2030, with base quantities totaling 2.80 million pounds of uranium sales remaining over the period, and between 2.27 million and 4.15 million pounds of actual deliveries of uranium over that time period based on the exercise of buyer options and quantity flexibility.
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.
Based on progress made in the negotiation of fiscal terms, the Government of Madagascar lifted the suspension on November 28, 2024, and on December 5, 2024 the Company entered into a Memorandum of Understanding (the “ MOU ") with the Government of Madagascar setting forth certain key terms applicable to the Toliara Project.
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.
Net cash provided by financing activities Net cash provided by financing activities decreased by $14.83 million to $15.59 million for the year ended December 31, 2024 from $30.42 million for the year ended December 31, 2023 primarily due to decreased net proceeds of $15.19 million for the issuance of Common Shares for cash under the ATM between periods.
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.
ISR Extraction and Recovery Activities The Company produced de minimus quantities of U 3 O 8 at its Nichols Ranch ISR Project during 2024, as the project was maintained on standby.
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.
Such uranium-bearing ore will be stockpiled at the mines or Mill for processing in 2025 or at a future date, subject to market conditions, contract requirements, and the Mill’s schedule.
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.
The Company plans to continue to maintain 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.
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.
Therefore, Energy Fuels sees a potentially significant opportunity to become the U.S. radium supplier of choice, as TAT treatments advance through clinical trials and later into widespread use. We continually evaluate the optimal mix of critical mineral products, production, inventory and purchases in order to retain the flexibility to deliver long-term value.
Therefore, 191 Table of Conten t s 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.
The acquisition of the Toliara and Bahia Projects, and the Donald Project JV, are a part of the Company’s efforts to build a large and diverse book of monazite supply for its rapidly advancing REE processing business, supplemented by third-party purchases (Chemours).
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.
Working Capital and Future Requirements for Funds As of December 31, 2024, the Company had working capital of $170.90 million, including $38.60 million in cash and cash equivalents, $80.85 million in marketable securities, $37.76 million in trade and other receivables, approximately 393,000 pounds of uranium finished goods inventory, approximately 905,000 pounds of vanadium finished goods inventory, approximately 11,422 tons of ilmenite finished goods inventory, approximately 7,043 tons of rutile finished goods inventory and approximately 1,255 tons of zircon finished goods inventory.
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.
HMS mines (titanium and zirconium minerals, including ilmenite, rutile and zircon) also present an attractive future opportunity for the Company, while also producing a potentially low-cost and large-scale monazite feedstock that the Company plans to process into separated REE products at the Mill in the U.S.
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 attractive opportunity for the Company by providing an expected low-cost and large-scale monazite feedstock that the Company may then process into separated REE products at the Mill.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+1 added−0 removed10 unchanged
Biggest changeThe Company primarily transacts with highly rated counterparties and a limit on contingent exposure has been established for any counterparty based on that counterparty’s credit rating. As of December 31, 2024, the Company’s maximum exposure to credit risk was the carrying value of cash and cash equivalents and trade and note receivables. 208 Table of Content
Biggest changeThe Company primarily transacts with highly rated counterparties and a limit on contingent exposure has been established for any counterparty based on that counterparty’s credit rating.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to risks associated with commodity prices, interest rates and credit. Commodity price risk is defined as the potential loss that we may incur as a result of changes in the market value of uranium, vanadium, HMC, HMS products and REEs.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to risks associated with commodity prices, interest rates and credit. Commodity price risk is defined as the potential loss that we may incur as a result of changes in the market value of uranium, vanadium, REEs, HMC and HMS products.
There can also be no assurance that we will be able to enter into term contracts for future sales of uranium, vanadium, separated NdPr, REE oxides or other REE products or HMC at prices or in quantities that would allow us to successfully manage our exposure to price fluctuations.
There can also be no assurance that we will be able to enter into term contracts for future sales of uranium, vanadium, separated NdPr, REE oxides or other REE products or HMC or HMS products at prices or in quantities that would allow us to successfully manage our exposure to price fluctuations.
It shows how net income would have been affected by changes in the relevant risk variables that were reasonably possible at that date.
It shows how net income would have been affected by changes in the relevant risk variables that were reasonably possible at that date (in thousands).
Change for Sensitivity Analysis Increase (Decrease) in Comprehensive Income Strengthening net earnings +1% change in U.S.dollar / major foreign currency $ 51 Weakening net earnings -1% change in U.S.dollar / major foreign currency $ (51) Credit Risk Credit risk relates to cash and cash equivalents, trade, and other receivables that arise from the possibility that any counterparty to an instrument fails to perform.
Change for Sensitivity Analysis Increase (Decrease) in Comprehensive Income Strengthening net earnings +1% change in U.S. dollar / major foreign currency $ 70 Weakening net earnings -1% change in U.S. dollar / major foreign currency $ (70) 208 Table of Conten t s Credit Risk Credit risk relates to cash and cash equivalents, trade, and other receivables that arise from the possibility that any counterparty to an instrument fails to perform.
The following table summarizes, in U.S. dollar equivalents, the Company’s major foreign currency (identified above) exposures as of December 31, 2024: Cash and cash equivalents $ 5,072 207 Table of Content The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to our financial instruments as of December 31, 2024 with all other variables held constant.
The following table summarizes, in U.S. dollar equivalents, the Company’s major foreign currency (identified above) exposures as of December 31, 2025 (in thousands): Cash and cash equivalents $ 7,270 The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to our financial instruments as of December 31, 2025 with all other variables held constant.
Added
As of December 31, 2025, the Company’s maximum exposure to credit risk was the carrying value of cash and cash equivalents, trade and note receivables and marketable debt securities. 209 Table of Conten t s

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