Federal Court of Australia Approves Transformational Acquisition of Base Resources

Rhea-AI Summary

Energy Fuels Inc. (NYSE American: UUUU) (TSX: EFR) announces that the Federal Court of Australia has approved its acquisition of Base Resources The combination is expected to close on October 2, 2024. Under the scheme, Energy Fuels will acquire 100% of Base shares in exchange for 0.026 Energy Fuels Common Shares per Base share, plus a special dividend of AUD $0.065 per Base share. The acquisition includes the world-class Toliara Project, marking a significant step in Energy Fuels' development as a critical minerals company. The company's CEO, Mark S. Chalmers, highlighted the importance of domestic supply chains in the current geopolitical climate. He also noted recent improvements in REE prices, with NdPr now at approximately $59.60 per kilogram.

Positive

• Acquisition of Base Resources approved by Federal Court of Australia
• Acquisition includes world-class Toliara Project, expanding Energy Fuels' critical minerals portfolio
• Recent improvements in REE prices, with NdPr at $59.60 per kilogram

Negative

• Toliara Project development subject to negotiation of fiscal terms with Madagascar government
• Current suspension on activities at Toliara Project needs to be lifted before development can occur
• Potential dilution for existing Energy Fuels shareholders due to share issuance for acquisition

Financial Analyst

The Court's approval of Energy Fuels' acquisition of Base Resources marks a significant milestone in the critical minerals sector. This $375 million deal strengthens Energy Fuels' position in the rare earth elements (REE) market, particularly with the addition of the Toliara Project. The transaction structure, offering 0.065 AUD special dividend and 0.026 Energy Fuels shares per Base share, appears favorable for shareholders.

The recent uptick in REE prices, with NdPr reaching $59.60/kg, bodes well for the combined entity's future profitability. However, investors should note the pending negotiations with the Madagascar government regarding the Toliara Project, which could impact the deal's long-term value proposition.

Market Research Analyst

This acquisition positions Energy Fuels as a formidable player in the critical minerals supply chain, aligning with growing geopolitical trends favoring domestic production. The deal's timing is strategic, capitalizing on the increasing demand for rare earth elements in the energy transition sector.

The market's response to this consolidation will be important to watch, as it could trigger further M&A activity in the sector. Investors should monitor how this impacts Energy Fuels' market share and competitive positioning, especially against major players like China in the global REE market.

Legal Expert

The Court's approval represents the final regulatory hurdle for this cross-border acquisition, demonstrating the deal's compliance with Australian corporate law. The structured approach, using a scheme of arrangement, provides certainty for both companies and their shareholders.

However, the mention of pending negotiations with the Madagascar government for the Toliara Project raises potential regulatory risks. Investors should be aware that future project development hinges on successful negotiations and government approvals, which could impact the overall value and timeline of the acquisition's benefits.

Combination expected to close on October 2, 2024

DENVER, Sept. 12, 2024 /PRNewswire/ - Energy Fuels Inc. (NYSE American: UUUU) (TSX: EFR) ("Energy Fuels" or the "Company"), an industry leader in uranium and rare earth elements ("REE") production for the energy transition, is pleased to announce that the Federal Court of Australia (the "Court") has today made orders approving the proposed acquisition of Base Resources Limited ("Base") by Energy Fuels by way of a scheme of arrangement under Australia's Corporations Act (the "Scheme").

As previously announced on April 21, 2024, under the Scheme, Energy Fuels will acquire 100% of the issued shares of Base in consideration of the issuance by the Company of 0.026 Energy Fuels Common Shares for every Base share held and the payment by Base of a special dividend of AUD $0.065 per Base share.

Mark S. Chalmers, President and CEO of Energy Fuels stated: "I am very pleased that the Court has approved Energy Fuels' combination with Base Resources. This approval is the final approval required before closing, which is expected to occur on October 2, 2024. We look forward to developing the world-class Toliara Project with Base's experienced team as a major step in our development of a world-class critical minerals company at a time when geopolitics is making domestic supply chains more important than ever. I am also very pleased to see that the recent improvements in REE prices are continuing, with the price of NdPr now at approximately $59.60 per kilogram."

As a next step, a copy of the Court order will be lodged with the Australian Securities and Investments Commission ("ASIC") and the Scheme will become effective, which is expected to occur on September 13, 2024. As a result, September 13, 2024, is expected to be Base's last day of trading on the Australian Stock Exchange ("ASX"). The Special Dividend (AUD$0.065 per share) is expected to be paid to Base shareholders on October 1, 2024, and implementation of the Scheme is expected to occur on October 2, 2024.

The Toliara Project is subject to negotiation of fiscal terms with the Madagascar government and the receipt of certain Madagascar government approvals and actions before a current suspension on activities at the Toliara Project will be lifted and development may occur.

ABOUT ENERGY FUELS

Energy Fuels is a leading US-based critical minerals company. The Company, as a leading producer of uranium in the United States, mines uranium and produces natural uranium concentrates that are sold to major nuclear utilities for the production of carbon-free nuclear energy. Energy Fuels recently began production of advanced rare earth element ("REE") materials, including mixed REE carbonate in 2021, and commenced production of commercial quantities of separated REEs in 2024. Energy Fuels also produces vanadium from certain of its projects, as market conditions warrant, and is evaluating the recovery of radionuclides needed for emerging cancer treatments. Its corporate offices are in Lakewood, Colorado, near Denver, and substantially all its assets and employees are in the United States. Energy Fuels holds two of America's key uranium production centers: the White Mesa Mill in Utah and the Nichols Ranch in-situ recovery ("ISR") Project in Wyoming. The White Mesa Mill is the only conventional uranium mill operating in the US today, has a licensed capacity of over 8 million pounds of U₃O₈ per year, and has the ability to produce vanadium when market conditions warrant, as well as REE products, from various uranium-bearing ores. The Nichols Ranch ISR Project is on standby and has a licensed capacity of 2 million pounds of U₃O₈ per year. The Company recently acquired the Bahia Project in Brazil and entered into a joint venture agreement to develop the Donald Project in Australia, each of which is believed to have significant quantities of titanium (ilmenite and rutile), zirconium (zircon) and REE (monazite) minerals. In addition to the above production facilities, Energy Fuels also has one of the largest NI 43-101 compliant uranium resource portfolios in the US and several uranium and uranium/vanadium mining projects on standby and in various stages of permitting and development. The primary trading market for Energy Fuels' common shares is the NYSE American under the trading symbol "UUUU," and the Company's common shares are also listed on the Toronto Stock Exchange under the trading symbol "EFR." Energy Fuels' website is www.energyfuels.com.

Cautionary Note Regarding Forward-Looking Statements: This news release contains certain "Forward Looking Information" and "Forward Looking Statements" within the meaning of applicable United States and Canadian securities legislation, which may include, but are not limited to, statements with respect to: any expectation that the Company will maintain its position as a leading U.S.-based critical minerals company or as a leading producer of uranium in the U.S.; any expectation that the acquisition of Base Resources will be completed or if completed, completed on the terms and time proposed; any expectation that Energy Fuels will be successful in agreeing on fiscal terms with the Government of Madagascar or in achieving sufficient fiscal and legal stability for the Toliara Project, if acquired; any expectation that the current suspension relating to the Toliara Project will be lifted in the near future or at all; any expectation that the Toliara Project will be developed; any expectation that the Company will become a world-class critical minerals hub; and any expectation that the Company's evaluation of radioisotope recovery at the Mill will be successful. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans," "expects," "does not expect," "is expected," "is likely," "budgets," "scheduled," "estimates," "forecasts," "intends," "anticipates," "does not anticipate," or "believes," or variations of such words and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will be taken," "occur," "be achieved" or "have the potential to." All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements include risks associated with: commodity prices and price fluctuations; engineering, construction, processing and mining difficulties, upsets and delays; permitting and licensing requirements and delays; changes to regulatory requirements; legal challenges; the availability of feed sources for the Mill; competition from other producers; public opinion; government and political actions; the failure of the Company to complete the acquisition of Base Resources; the failure of the Government of Madagascar to agree on fiscal terms for the Toliara Project or provide the approvals necessary to achieve sufficient fiscal and legal stability on acceptable terms and conditions or at all; the failure of the current suspension affecting the Toliara Project to be lifted on a timely basis or at all; the failure of the Company to provide or obtain the necessary financing required to develop Toliara Project and the Company's other projects; available supplies of monazite; the ability of the Mill to produce REE carbonate, REE oxides or other REE products to meet commercial specifications on a commercial scale at acceptable costs or at all; market factors, including future demand for heavy mineral sands and/or REEs; actual results may differ from all such estimates and projections; the ability of the Mill to recover radium or other radioisotopes at reasonable costs or at all; market prices and demand for medical isotopes; and the other factors described under the caption "Risk Factors" in the Company's most recently filed Annual Report on Form 10-K, which is available for review on EDGAR at www.sec.gov/edgar, on SEDAR+ at www.sedarplus.ca, and on the Company's website at www.energyfuels.com. Forward-looking statements contained herein are made as of the date of this news release, and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements. The Company assumes no obligation to update the information in this communication, except as otherwise required by law.

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SOURCE Energy Fuels Inc.

FAQ

When is Energy Fuels (UUUU) expected to close its acquisition of Base Resources?

Energy Fuels (UUUU) is expected to close its acquisition of Base Resources on October 2, 2024.

What are the terms of Energy Fuels' (UUUU) acquisition of Base Resources?

Energy Fuels (UUUU) will acquire 100% of Base Resources shares in exchange for 0.026 Energy Fuels Common Shares per Base share, plus a special dividend of AUD $0.065 per Base share.

What is the current price of NdPr mentioned in the Energy Fuels (UUUU) press release?

According to the press release, the price of NdPr is approximately $59.60 per kilogram.

What major project does Energy Fuels (UUUU) gain through the Base Resources acquisition?

Through the acquisition of Base Resources, Energy Fuels (UUUU) gains the world-class Toliara Project in Madagascar.