UUUU · Read the filing

efr-20221231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

Commission file number: 001-36204

ENERGY FUELS INC.

(Exact Name of Registrant as Specified in Its Charter)

(Address of principal executive offices) (Zip Code)

(303) 974-2140

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Shares, no par value UUUU NYSE American

EFR Toronto Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer☒ Accelerated Filer ☐

Non-Accelerated Filer ☐ Smaller Reporting Company ☐

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $762.79 million.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The number of common shares of the Registrant outstanding as of March 3, 2023 was 157,710,750.

DOCUMENTS TO BE INCORPORATED BY REFERENCE

Certain information required in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference from our proxy statement for our 2023 Annual Meeting of Shareholders which will be filed with the United States Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2022.

ENERGY FUELS INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2022

TABLE OF CONTENTS

SUBPARTS

ITEM III: GLOSSARY OF TECHNICAL TERMS 10

ITEM IV: GLOSSARY OF REGULATORY AGENCIES AND EXCHANGES 12

PART I

ITEM 1. DESCRIPTION OF BUSINESS 13

ITEM 1A. RISK FACTORS 37

ITEM 1B. UNRESOLVED STAFF COMMENTS 57

ITEM 2. DESCRIPTION OF PROPERTIES 58

ITEM 2A. OVERVIEW 59

ITEM 2B. SUMMARY OF MINERAL RESERVES AND RESOURCES 62

ITEM 2C. THE NICHOLS RANCH PROJECT 66

ITEM 2D. THE ALTA MESA PROJECT 79

ITEM 2E. THE WHITE MESA MILL 88

ITEM 2F. THE PINYON PLAIN PROJECT 95

ITEM 2G. THE ROCA HONDA PROJECT 103

ITEM 2H. THE SHEEP MOUNTAIN PROJECT 110

ITEM 2I. THE BULLFROG PROJECT 118

ITEM 2J. THE LA SAL PROJECT 123

ITEM 2K. THE BAHIA PROJECT 133

ITEM 2L. NON-MATERIAL MINERAL PROPERTIES 139

ITEM 3. LEGAL PROCEEDINGS 144

ITEM 4. MINE SAFETY DISCLOSURE 144

PART II

ITEM 6. [RESERVED] 149

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 163

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 165

ITEM 8A. REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 166

ITEM 8C. CONSOLIDATED BALANCE SHEETS 169

ITEM 8D. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 170

ITEM 8E. CONSOLIDATED STATEMENTS OF CASH FLOWS 172

ITEM 8F. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 174

ITEM 8F(1). THE COMPANY AND DESCRIPTION OF BUSINESS 174

ITEM 8F(2). SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 174

ITEM 8F(3). MARKETABLE SECURITIES 180

ITEM 8F(4). RECEIVABLES 180

ITEM 8F(5). INVENTORIES 181

ITEM 8F(6). INVESTMENTS ACCOUNTED FOR AT FAIR VALUE 181

ITEM 8F(7). PROPERTY, PLANT AND EQUIPMENT AND MINERAL PROPERTIES 182

ITEM 8F(8). ASSET RETIREMENT OBLIGATIONS AND RESTRICTED CASH 184

ITEM 8F(9). CAPITAL STOCK 186

ITEM 8F(10). BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE 186

ITEM 8F(11). SHARE-BASED PAYMENTS 187

ITEM 8F(13). SUPPLEMENTAL FINANCIAL INFORMATION 193

ITEM 8F(14). COMMITMENTS AND CONTINGENCIES 194

ITEM 8F(15). FAIR VALUE ACCOUNTING 196

ITEM 8F(16). REVENUE RECOGNITION AND CONTRACTS WITH CUSTOMERS 197

ITEM 8F(17). RELATED PARTY TRANSACTIONS 197

ITEM 8F(18). SUBSEQUENT EVENTS 197

ITEM 9A. CONTROLS AND PROCEDURES 198

ITEM 9B. OTHER INFORMATION 199

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 199

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 200

ITEM 11. EXECUTIVE COMPENSATION 200

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 200

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 200

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

AND RISK FACTOR SUMMARY

This Annual Report on Form 10-K and the exhibits attached hereto (the “Annual Report”) contain “forward-looking statements” and “forward-looking information” within the meaning of applicable United States (“U.S.”) and Canadian securities laws (collectively, “forward-looking statements”), which may include, but are not limited to, statements with respect to Energy Fuels Inc.’s (the “Company” or “Energy Fuels”): anticipated results and progress of our operations in future periods, planned exploration, if warranted, development of our properties, plans related to our business, including our rare earth element (“REE”) initiatives, including our recent acquisition of the South Bahia property in Brazil, any plans we may have with respect to the recovery of radioisotopes for use in the production of medical isotope therapeutics, any plans we may have to evaluate the ramp-up of production at any of our properties, and the expected costs of production of any properties that may be ramped up. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, schedules, assumptions, future events, or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “is likely,” “budgets,” “scheduled,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” “continues,” “plans,” “estimates,” or “believes,” and similar expressions or variations of such words and phrases or statements stating that certain actions, events or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. We believe that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct, and such forward-looking statements included in, or incorporated by reference into, this Annual Report should not be unduly relied upon.

Readers are cautioned that it would be unreasonable to rely on any such forward-looking statements as creating any legal rights, and that the statements are not guarantees and may involve known and unknown risks and uncertainties, and that actual results are likely to differ (and may differ materially) and objectives and strategies may differ or change from those expressed or implied in the forward-looking statements as a result of various factors. Such risks and uncertainties include, but are not limited to, global economic risks, such as the occurrence of a pandemic, political unrest or wars; risks associated with the restart of any of our uranium and uranium/vanadium mines; risks associated with our ramp-up to commercial production of an REE carbonate (“RE Carbonate”), our steps to enhance and modify our existing facilities at our White Mesa Mill (the “White Mesa Mill” or the “Mill”) in Utah to allow for the commercial separation of REEs, and risks associated with the exploration and development of our recently acquired South Bahia Project in Brazil; risks associated with the potential recovery of radioisotopes for use in the production of medical isotope therapeutics; and risks generally encountered in the exploration, development, operation, closure and reclamation of mineral properties and processing and recovery facilities. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation the following risks:

•global economic risks, including the occurrence of unforeseen or catastrophic events, such as political unrest, wars or the emergence of a pandemic or other widespread health emergency, which could create economic and financial disruptions and require us to reduce or cease operations at some or all of our facilities for an indeterminate period of time, and which could have a material impact on our business, operations, personnel and financial condition;

•risks associated with Mineral Reserve and Mineral Resource estimates, including the risk of errors in assumptions or methodologies and changes to estimate disclosure rules and regulations;

•risks associated with estimating mineral extraction and recovery, forecasting future price levels necessary to support mineral extraction and recovery, and our ability to increase mineral extraction and recovery in response to any increases in commodity prices or other market conditions;

•uncertainties and liabilities inherent to conventional mineral extraction and recovery and/or in situ recovery (“ISR”);

•risks associated with our ramp-up to commercial production of RE Carbonate and our panned implementation and operation of REE separation facilities, and potentially other REE and REE-related value-added processes and facilities, at the Mill or elsewhere including the risk: that we may not be able to produce RE Carbonate or separated REE oxides that meet commercial specifications at commercial levels or at all, or at acceptable cost levels; of not being able to secure adequate supplies of uranium and REE bearing ores in the future at satisfactory costs to us; of not being able to increase our sources of uranium and REE bearing ores to meet future planned production goals; of not being able to sell the RE Carbonate and/or separated REE oxides we produce at acceptable prices to us; of not being able to successfully construct and operate potential other downstream REE activities, including metal-making and alloying, in the future, which are currently being evaluated; of legal and regulatory challenges and delays; and the risk of technological or market changes that could impact the REE industry or our competitive position;

•risks associated with the newly established uranium reserve program for the U.S. (the “U.S.Uranium Reserve Program”), being subject to appropriation by the U.S. Congress, and details of expansion of the U.S. Uranium Reserve Program;

•risks associated with current federal, state and local administrations and changes thereto, including a lack of support of mining, uranium mining, nuclear energy or other aspects of our business, such as the new U.S. Uranium Reserve Program;

•geological, technical and processing problems, including unanticipated metallurgical difficulties, less than expected recoveries, ground control problems, process upsets, and equipment malfunctions;

•risks associated with the depletion of existing Mineral Resources through mining or extraction, without replacement with comparable Mineral Resources;

•risks associated with identifying and obtaining adequate quantities of other uranium-bearing materials not derived from conventional material and sourced by third parties (“Alternate Feed Materials”) and other feed sources required for the operation of our Mill;

•risks associated with labor costs, labor disturbances, and unavailability of skilled labor;

•risks associated with the availability and/or fluctuations in the costs of raw materials and consumables used in our production processes;

•risks and costs associated with environmental compliance and permitting, including those created by changes in environmental legislation and regulation, and delays in obtaining permits and licenses that could impact expected mineral extraction and recovery levels and costs;

•actions taken by regulatory authorities with respect to mineral extraction and recovery activities;

•risks associated with our dependence on third parties in the provision of transportation and other critical services;

•risks associated with our ability to obtain, extend or renew land tenure, including mineral leases and surface use agreements, on favorable terms or at all;

•risks associated with our ability to negotiate access rights on certain properties on favorable terms or at all;

•risks associated with potential information security incidents, including cybersecurity breaches;

•risks that we may compromise or lose our proprietary technology or intellectual property in certain circumstances, which could result in a loss in our competitive position and/or the value of our intangible assets;

•risks associated with our ongoing ability to successfully develop, attract and retain qualified management, Board members and other key personnel critical to the success of our business, given that the number of individuals with significant experience in the uranium, vanadium, REE and radioisotope industries is relatively small;

•competition for, among other things, capital, mineral properties, and skilled personnel;

•the adequacy of our insurance coverage;

•uncertainty as to reclamation and decommissioning liabilities;

•the ability of our bonding companies to require increases in the collateral required to secure reclamation obligations;

•the potential for, and outcome of, litigation and other legal proceedings, including potential injunctions pending the outcome of such litigation and proceedings;

•our ability to meet our obligations to our creditors and to access credit facilities on favorable terms;

•risks associated with our relationships with our business and joint venture partners;

•failure to obtain industry partner, government, and other third-party consents and approvals, when required;

•failure to complete and integrate proposed acquisitions, or incorrect assessment of the value of completed acquisitions, including our newly acquired mineral concessions in the State of Bahia, Brazil;

•risks posed by fluctuations in share price levels, exchange rates and interest rates, and general economic conditions;

•risks inherent in our and industry analysts’ forecasts or predictions of future uranium, vanadium, copper (if and when produced) and REE price levels, including the prices for RE Carbonates, REE oxides, REE metals and REE metal alloys;

•market prices of uranium, vanadium, copper (if and when produced) and REEs, which are cyclical and subject to substantial price fluctuations;

•risks associated with future uranium sales, if any, being required to be made at spot prices, unless we are able to continue entering into new long-term contracts at satisfactory prices in the future;

•risks associated with our vanadium sales, if any, generally being required to be made at spot prices;

•risks associated with our RE Carbonate sales, if any, being tied in whole or in part to REE spot prices;

•failure to obtain suitable uranium sales terms at satisfactory prices in the future, including spot and term sale contracts;

•failure to obtain suitable vanadium sales terms at satisfactory prices in the future;

•failure to obtain suitable copper (if and when produced) or REE sales terms at satisfactory prices in the future;

•risks associated with any expectation that we will be successful in helping the U.S. Environmental Protection Agency (“EPA”) and Navajo Nation address the clean-up of historic abandoned uranium mines;

•risks associated with asset impairment as a result of market conditions;

•risks associated with lack of access to markets and the ability to access capital;

•the market price of our securities;

•public and/or political resistance to nuclear energy or uranium extraction and recovery;

•risks associated with inaccurate or nonobjective media coverage of our activities and the impact such coverage may have on the public, the market for our securities, government relations, commercial relations, permitting activities and legal challenges, as well as the costs to us of responding to such coverage;

•risks associated with potential impacts of public perceptions on our commercial relations;

•uranium industry competition, international trade restrictions and the impacts they have on world commodity prices of foreign state-subsidized production, and wars/conflicts influencing international demand and commercial relations;

•risks associated with foreign governmental actions, policies, laws, rules and regulations, and foreign state-subsidized enterprises, with respect to REE production and sales, which could impact REE prices available to us and impact our access to global and domestic markets for the supply of REE-bearing ores and the sale of RE Carbonate and other REE products and services to world and domestic markets;

•risks associated with our involvement in industry petitions for trade remedies and the extension of the Russian Suspension Agreement, including costs of pursuing such remedies and the potential for negative responses or repercussions from various interest groups, consumers of uranium, and participants in other phases of the nuclear fuel cycle domestically and abroad;

•risks associated with governmental actions, policies, laws, rules and regulations with respect to nuclear energy or uranium extraction and recovery;

•risks related to potentially higher than expected costs related to any of our projects or facilities; risks related to our ability to potentially recover copper from our Pinyon Plain uranium project mineralized materials;

•risks related to stock price, volume volatility and recent market events;

•risks related to our ability to maintain our listings on NYSE American and the Toronto Stock Exchange (“TSX”);

•risks related to our ability to maintain our inclusion in various stock indices;

•risks related to dilution of currently outstanding shares from additional share issuances, depletion of assets, etc.;

•risks related to our securities, including securities regulations, and our lack of dividends;

•risks related to our issuance of additional common shares under our At-the-Market (“ATM”) program or otherwise to provide adequate liquidity in depressed commodity market circumstances;

•risks related to acquisition and integration issues, or related to defects in title to our mineral properties;

•risks related to our method of accounting for equity investments in other companies potentially resulting in material changes to our financial results that are not fully within our control;

•risks related to conducting business operations in foreign countries;

•risks related to any material weaknesses that may be identified in our internal controls over financial reporting. If we are unable to implement/maintain effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, negatively affecting the market price of our common stock;

•risks of amendment to mining laws, including the imposition of any royalties on minerals extracted from federal lands, the designation of national monuments, mineral withdrawals or similar actions, which could adversely impact our affected properties or our ability to operate our affected properties; and

•risks related to our potential recovery of radioisotopes at the Mill for use in the development and production of emerging targeted alpha therapy (“TAT”) cancer therapeutics, including any expectation that: such potential recovery will be feasible or that the radioisotopes will be able to be sold on a commercial basis; all required licenses, permits and regulatory approvals will be obtained on a timely basis or at all; the cancer treatment therapeutics will receive all approvals and will be commercially successful; and the risk of technological or market changes that could impact the TAT industry or our competitive position.

Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, the following assumptions: that there is no material deterioration in general business and economic conditions; that there is no unanticipated fluctuation of interest rates and foreign exchange rates; the supply and demand for, deliveries of, and the level and volatility of prices of uranium, vanadium, REEs and our other primary metals, radioisotopes and minerals develop as expected; that uranium, vanadium and REE prices required to reach, sustain or increase expected or forecasted production levels are realized as expected; that our proposed RE Carbonate production or any other REE activities, our proposed radioisotope program, or other potential production activities will be technically or commercially successful; that we receive regulatory and governmental approvals for our development projects and other operations on a timely basis; that we are able to operate our mineral properties and processing facilities as expected; that we are able to implement new process technologies and operations as expected; that existing licenses and permits are renewed as required; that we are able to obtain financing for our development projects on reasonable terms; that we are able to procure mining equipment and operating supplies in sufficient quantities and on a timely basis; that engineering and construction timetables and capital costs for our development and expansion projects and restarting projects on standby are not incorrectly estimated or affected by unforeseen circumstances; that costs of closure of various operations are accurately estimated; that there are no unanticipated changes in collateral requirements for surety bonds; that there are no unanticipated changes to market competition; that our Mineral Reserve and Mineral Resource estimates are within reasonable bounds of accuracy (including with respect to size, grade and recoverability) and that the geological, operational and price assumptions on which these are based are reasonable; that environmental and other administrative and legal proceedings or disputes are satisfactorily resolved; that there are no significant changes to regulatory programs and requirements that would materially increase regulatory compliance costs, bonding costs or licensing/permitting requirements; and that we maintain ongoing relations with our employees and with our business and joint venture partners.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the section headings: Item 1. Description of the Business; Item 1A. Risk Factors; and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated, or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by applicable law, we disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Statements relating to “Mineral Reserves” or “Mineral Resources” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that the Mineral Reserves and Mineral Resources described may be profitably extracted in the future.

Market, Industry and Other Data

This Annual Report contains estimates, projections and other information concerning our industry, our business, and the markets for our products. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources.

We qualify all forward-looking statements contained in this Annual Report by the foregoing cautionary statements.

CAUTIONARY NOTE TO INVESTORS CONCERNING

DISCLOSURE OF MINERAL RESOURCES AND RESERVES

We are a U.S. domestic issuer for United States Securities and Exchange Commission (“SEC”) reporting purposes, most of our shareholders are U.S. residents, we are required to report our financial results under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and our primary trading market is the NYSE American. However, because we are incorporated in Ontario, Canada and also listed on the TSX, this Annual Report also contains or incorporates by reference certain disclosure that satisfies the additional requirements of Canadian securities laws that differ from the requirements of U.S. securities laws.

On October 31, 2018, the SEC adopted the Modernization of Property Disclosures for Mining Registrants (the “New Rule”), introducing significant changes to the existing mining disclosure framework to better align it with international industry and regulatory practice, including Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), a rule developed by the Canadian Securities Administrators (the “CSA”) that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The New Rule was codified as 17 CFR Subpart 220.1300 and 229.601(b)(96) (collectively, “S-K 1300”) and replaced SEC Industry Guide 7. Pursuant to the New Rule, issuers have been required to comply with S-K 1300 as of their annual reports for the first fiscal year beginning on or after January 1, 2021, and earlier in certain circumstances.

All mineral estimates constituting mining operations that are material to our business or financial condition included in this Annual Report for the year ended December 31, 2022, and in the documents incorporated by reference herein, have been prepared in accordance with both S-K 1300 and NI 43-101 and are supported by pre-feasibility studies and/or initial assessments prepared in accordance with both the requirements of S-K 1300 and NI 43-101. S-K 1300 and NI 43-101 both provide for the disclosure of: (i) “Inferred Mineral Resources,” which investors should understand have the lowest level of geological confidence of all mineral resources and thus may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve; (ii) “Indicated Mineral Resources,” which investors should understand have a lower level of confidence than that of a “Measured Mineral Resource” and thus may be converted only to a “Probable Mineral Reserve”; and (iii) “Measured Mineral Resources,” which investors should understand have sufficient geological certainty to be converted to a “Proven Mineral Reserve” or to a “Probable Mineral Reserve.” Investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reservesas defined by S-K 1300 or NI 43-101. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable, or that an Inferred Mineral Resource will ever be upgraded to a higher category.

For purposes of S-K 1300 and NI 43-101, the Company is classified as a development stage issuer because it is engaged in the preparation of Mineral Reserves for extraction on at least one material property.

All mineral disclosure reported in this Form 10-K has been prepared in accordance with the definitions of both S-K 1300 and NI 43-101.

S-K 1300 Definitions:

•Development Stage Issuer: is an issuer that is engaged in the preparation of mineral reserves for extraction on at least one material property.

•Development Stage Property: is a property that has mineral reserves disclosed, pursuant to S-K 1300, but no material extraction.

•Exploration Stage Issuer: is an issuer that has no material property with Mineral Reserves disclosed.

•Exploration Stage Property: is a property that has no mineral reserves disclosed.

•Feasibility Study: is a comprehensive technical and economic study of the selected development option for a mineral project, which includes detailed assessments of all applicable modifying factors, as defined in S-K 1300, together with any other relevant operational factors, and detailed financial analyses that are necessary to demonstrate, at the time of reporting, that extraction is economically viable. The results of the study may serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project.

(1) A feasibility study is more comprehensive, and with a higher degree of accuracy, than a pre-feasibility study. It must contain mining, infrastructure, and process designs completed with sufficient rigor to serve as the basis for an investment decision or to support project financing.

(2) The confidence level in the results of a feasibility study is higher than the confidence level in the results of a pre-feasibility study. Terms such as full, final, comprehensive, bankable, or definitive feasibility study are equivalent to a feasibility study.

•Indicated Mineral Resource: is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

•Inferred Mineral Resource: is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project and may not be converted to a mineral reserve.

•Initial Assessment: is a preliminary technical and economic study of the economic potential of all or parts of mineralization to support the disclosure of mineral resources. The initial assessment must be prepared by a qualified person and must include appropriate assessments of reasonably assumed technical and economic factors, together with any other relevant operational factors, that are necessary to demonstrate at the time of reporting that there are reasonable prospects for economic extraction. An initial assessment is required for disclosure of mineral resources but cannot be used as the basis for disclosure of mineral reserves.

•Measured Mineral Resource: is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

•Mineral Reserve: is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

•Mineral Resource: is a concentration or occurrence of material of economic interest in or on the earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

•Modifying Factors: are the factors that a qualified person must apply to indicated and measured mineral resources and then evaluate in order to establish the economic viability of mineral reserves. A qualified person must apply and evaluate modifying factors to convert measured and indicated mineral resources to proven and probable mineral reserves. These factors include, but are not restricted to: mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project.

•Preliminary Feasibility Study (or Pre-Feasibility Study): is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a qualified person has determined (in the case of underground mining) a preferred mining method, or (in the case of surface mining) a pit configuration, and in all cases has determined an effective method of mineral processing and an effective plan to sell the product.

(1) A pre-feasibility study includes a financial analysis based on reasonable assumptions, based on appropriate testing, about the modifying factors and the evaluation of any other relevant factors that are sufficient for a qualified person to determine if all or part of the indicated and measured mineral resources may be converted to mineral reserves at the time of reporting. The financial analysis must have the level of detail necessary to demonstrate, at the time of reporting, that extraction is economically viable.

(2) A pre-feasibility study is less comprehensive and results in a lower confidence level than a feasibility study. A pre-feasibility study is more comprehensive and results in a higher confidence level than an initial assessment.

•Preliminary Market Study: is a study that is sufficiently rigorous and comprehensive to determine and support the existence of a readily accessible market for the mineral. It must, at a minimum, include product specifications based on preliminary geologic and metallurgical testing, supply and demand forecasts, historical prices for the preceding five or more years, estimated long term prices, evaluation of competitors (including products and estimates of production volumes, sales, and prices), customer evaluation of product specifications, and market entry strategies. The study must provide justification for all assumptions. It can, however, be less rigorous and comprehensive than a final market study, which is required for a full feasibility study.

•Probable Mineral Reserve: is the economically mineable part of an indicated and, in some cases, a measured mineral resource.

•Proven Mineral Reserve: is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

•Qualified Person: is an individual who is:

(1) a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant; and

(2) an eligible member or licensee in good standing of a recognized professional organization at the time the technical report is prepared. For an organization to be a recognized professional organization, it must:

(i) be either:

(A) an organization recognized within the mining industry as a reputable professional association; or

(B) a board authorized by U.S. federal, state or foreign statute to regulate professionals in the mining, geoscience or related field;

(ii) admit eligible members primarily on the basis of their academic qualifications and experience;

(iii) establish and require compliance with professional standards of competence and ethics;

(iv) require or encourage continuing professional development;

(v) have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides; and

(vi) provide a public list of members in good standing.

CIM and NI 43-101 Definitions:

•Feasibility Study: A “feasibility study” is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable modifying factors, together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a pre-feasibility study.

•Indicated Mineral Resource: An “indicated mineral resource” is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An indicated mineral resource has a lower level of confidence than that applied to a measured mineral resource and may only be converted to a probable mineral reserve.

•Inferred Mineral Resource: An “inferred mineral resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply, but not verify, geological and grade or quality continuity. An inferred mineral resource has a lower level of confidence than that applied to an indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to “indicated mineral resources” with continued exploration.

•Measured Mineral Resource: A “measured mineral resource” is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling, and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A measured mineral resource has a higher level of confidence than that applied to either an indicated mineral resource or an inferred mineral resource. It may be converted to a proven mineral reserve or to a probable mineral reserve.

•Mineral Reserve: A “mineral reserve” is the economically mineable part of a measured and/or indicated mineral resource. It includes diluting materials and allowances for losses which may occur when the material is mined or is extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of

modifying factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which mineral reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a mineral reserve must be demonstrated by a pre-feasibility study or feasibility study.

•Mineral Resource: A “mineral resource” is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.

•Modifying Factors: “Modifying factors” are considerations used to convert mineral resources to mineral reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors.

•PEA: A Preliminary Economic Assessment performed in accordance with NI 43-101. A Preliminary Economic Assessment is a study, other than a pre-feasibility study or feasibility study, which includes an economic analysis of the potential viability of mineral resources.

•Pre-Feasibility Study: A “pre-feasibility study” is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the modifying factors and the evaluation of any other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be converted to a mineral reserve at the time of reporting. A pre-feasibility study is at a lower confidence level than a feasibility study.

•Probable Mineral Reserve: A Probable Mineral Reserve is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.

•Proven Mineral Reserve: A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

•Qualified Person: means an individual who

(a) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining;

(b) has at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these, that is relevant to his or her professional degree or area of practice;

(d) is in good standing with a professional association; and

(e) in the case of a professional association in a foreign jurisdiction, has a membership designation that

(i) requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and

(ii) requires

A. a favorable confidential peer evaluation of the individual’s character, professional judgement, experience, and ethical fitness; or

B. a recommendation for membership by at least two peers and demonstrated prominence or expertise in the field of mineral exploration or mining.

GLOSSARY OF TECHNICAL TERMS

The following defined technical terms are used in this Annual Report:

•% U3O8 Eq: Equivalent uranium grade calculated by combining uranium content and copper content by factoring in the grade, commodity price and metallurgical recovery for each metal.

•ANM Process Area: An area (up to 2,000 hectares) granted by the Federal Government of Brazil to a Brazilian Legal Entity for the exploration and or the extraction of minerals.

•APP: An Aquifer Protection Permit, issued by ADEQ (see “Glossary of Regulatory Agencies and Exchanges” below).

•Assay: The testing of a metal or ore to determine its ingredients and quality.

•Breccia: A rock in which angular fragments are surrounded by a mass of fine-grained materials.

•CAP: A Corrective Action Plan.

•Copper: A red-brown metal, the chemical element of atomic number 29.

•Cut-off grade: The grade (i.e., the concentration of metal or mineral in rock) that determines the destination of the material during mining. For purposes of establishing “prospects of economic extraction,” the cut-off grade is the grade that distinguishes material deemed to have no economic value (it will not be mined in underground mining or if mined in surface mining, its destination will be the waste dump) from material deemed to have economic value (its ultimate destination during mining will be the processing facility). Other terms used in similar fashion as cut-off grade include net smelter return, pay limit, and break-even stripping ratio.

•EA: Environmental Assessment prepared under NEPA for a mineral project.

•EIS: Environmental Impact Statement prepared under NEPA for a mineral project.

•eU3O8: This term refers to equivalent U3O8 grade derived by gamma logging of drill holes.

•Extraction: The process of physically extracting mineralized material from the ground. Exploration continues during the extraction process, and, in many cases, mineralized material is expanded during the life of the extraction activities as the exploration potential of the deposit is realized.

•FONSI: Finding of No Significant Impact under NEPA, as defined below, for a mineral project.

•Formation: A distinct layer of sedimentary or volcanic rock of similar composition.

•Grade: Quantity or percentage of metal per unit weight of host rock.

•GWDP: A groundwater discharge permit, issuable by UDEQ.

•Heavy Mineral: A mineral with a density greater than 2.9 g/cm3.

•Heavy Mineral Sand: A mineral deposit containing heavy minerals, silica sand, clay and other minerals.

•Host Rock: The rock containing a mineral or an ore body.

•In-situ recovery or ISR: The recovery, by chemical means, of the uranium component of a deposit without the physical extraction of uranium-bearing material from the ground. ISR utilizes injection of appropriate oxidizing chemicals into a uranium-bearing sandstone deposit by injection wells, with the uranium-bearing solution being removed by extraction wells; also referred to as “solution mining.”

•Mineral: A naturally formed chemical element or compound having a definite chemical composition and, usually, a characteristic crystal form.

•Mineralization: A natural occurrence, in rocks or soil, of one or more metal yielding minerals.

•Mineralized material: Material that contains mineralization (e.g., uranium, vanadium and/or copper) and that is not included in an SEC Reserve as it does not meet all of the criteria for adequate demonstration of economic or legal extraction.

•Monazite: A phosphate mineral with a chemical composition of (Ce,La,Nd,Th)PO4. It is a naturally occurring uranium- and rare earth-bearing mineral.

•MT: A metric ton or tonne; one MT equals 1.102 tons.

•NEPA: The United States National Environmental Policy Act of 1969, as amended.

•NOI: A Notice of Intent, filed by Energy Fuels to a regulatory agency as a part of a licensing or permitting action related to a mineral project.

•Open Pit: Surface mineral extraction in which the mineralized material is extracted from a pit or quarry.

•Ore: Mineral-bearing rock that can be mined, processed and concentrated profitably under current or immediately foreseeable economic conditions. A company may only refer to reserves (as that term is defined in S-K 1300) as “ore.”

•Ore body: A mostly solid and fairly continuous mass of in-ground mineralization estimated to be economically mineable.

•Outcrop: That part of a geologic formation or structure that appears at the surface of the Earth.

•PO: Plan of Operations for a mineral project prepared in accordance with applicable United States Bureau of Land Management or United States Forest Service regulations.

•Rare Earth Elements or REEs: a group of seventeen metallic elements consisting of the fifteen lanthanide elements along with scandium and yttrium.

•Reclamation: The process by which lands disturbed as a result of mineral extraction activities are modified to support beneficial land use. Reclamation activity may include the removal of buildings, equipment, machinery, and other physical remnants of mining activities, closure of tailings storage facilities, leach pads, and other features, and contouring, covering and re-vegetation of waste rock, and other disturbed areas.

•RoD or Record of Decision: The final approval issued by a public land management agency for a PO.

•Tonne: A metric ton (MT); one tonne equals 1.102 tons.

•Uranium: a heavy, naturally radioactive, metallic element of atomic number 92. Uranium in its pure form is a heavy metal. Its two principal isotopes are U-238 and U-235, of which U-235 is the necessary component for the nuclear fuel cycle. However, “uranium” used in this Annual Report refers to triuranium octoxide, also called “U3O8” and the primary component of “yellowcake,” and is produced from uranium deposits. It is the most actively traded uranium-related commodity.

•Uranium concentrate: a yellowish to yellow-brownish powder obtained from the chemical processing of uranium-bearing material. Uranium concentrate typically contains 70% to 90% U3O8 by weight. Uranium concentrate is also referred to as “yellowcake.”

•V2O5: Vanadium pentoxide, or the form of vanadium typically produced at the White Mesa Mill, also called “black flake.”

•Valuable Heavy Minerals: The portion of heavy minerals (density greater than 2.9 g/cm3) that have economic value. Examples include ilmenite, rutile, zircon and monazite.

•Yellowcake: Another name for Uranium Concentrate (U3O8).

GLOSSARY OF REGULATORY AGENCIES AND EXCHANGES

•ADEQ: The Arizona Department of Environmental Quality.

•ANM: The Brazilian National Mining Agency (Agência Nacional de Mineração).

•BLM: The U.S. Bureau of Land Management, an agency of the U.S. Department of the Interior.

•CRA: The Canada Revenue Agency, an agency of the Government of Canada.

•DOC: The U.S. Department of Commerce, an executive department of the U.S. government.

•DOE: The U.S. Department of Energy, a cabinet-level department of the U.S. government.

•DOI: The U.S. Department of Interior, a federal executive department of the U.S. government.

•DWQ: The Utah Division of Water Quality.

•EIA: The U.S. Energy Information Administration, a principal agency of the U.S. Federal Statistical System.

•EPA: The U.S. Environmental Protection Agency, an independent agency of the U.S. government.

•MSHA: The Mine Safety and Health Administration, an agency of the U.S. Department of Labor.

•NRC: The Nuclear Regulatory Commission, an independent agency of the U.S. government.

•NYSE American: The NYSE American stock exchange, a stock exchange based in New York, New York.

•OSC: The Ontario Securities Commission.

•OSHA: The Occupational Safety and Health Administration, an agency of the U.S. Department of Labor.

•SEC: The U.S. Securities and Exchange Commission, an independent agency of the U.S. government.

•TCEQ: Texas Commission on Environmental Quality.

•TSX: The Toronto Stock Exchange, a stock exchange located in Toronto, Ontario, Canada.

•UDAQ: The Utah Division of Air Quality.

•UDEQ: The Utah Department of Environmental Quality.

•UDOGM: The Utah Division of Oil, Gas and Mining.

•USACE: TheU.S. Army Corps of Engineers, an agency of the U.S. Department of Defense.

•USFS: The U.S. Forest Service, an agency of the U.S. Department of Agriculture.

•USFW: TheU.S. Fish and Wildlife Service, an agency of the U.S. Department of the Interior.

•WDEQ: The Wyoming Department of Environmental Quality.

•WDEQ-AQD: The Air Quality Division of the WDEQ.

•WDEQ-LQD: The Land Quality Division of the WDEQ.

•WDEQ-WQD: The Water Quality Division of the WDEQ.

•WSEO: The Wyoming State Engineer’s Office.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

General Development of the Business

Corporate Structure

Energy Fuels Inc. is an Ontario corporation with its corporate offices located in Lakewood, Colorado (a city in the Denver metropolitan area). 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”). 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 to consolidate its issued and outstanding, freely tradable Common Shares of the Company (the “Common Shares”) on the basis of one post-consolidation Common Share for every 50 pre-consolidation Common Shares (the “Consolidation”).

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”). On May 19, 2022, the Company announced it had entered into binding agreements to acquire the South Bahia Project in the State of Bahia, Brazil consisting of 17 mineral concessions totaling approximately 37,300 acres or 58.3 square miles (the “Bahia Project”). The Company’s wholly owned subsidiary Energy Fuels Brazil Ltda. completed the acquisition of the Bahia Project on February 10, 2023, and is the owner of the Bahia Project. See “Material Transactions,” “2022 Corporate Developments” and Item 2, “The Bahia Project,” below. On February 14, 2023, the Company sold its Alta Mesa Project in Texas, through the sale of its three subsidiaries, Leoncito Project, LLC, Leoncito Plant, LLC and Leoncito Properties, LLC. See “Part I, Item 1. Material Transactions,” below. All of the Company’s U.S.-based employees are employed by its subsidiary Energy Fuels Resources (USA) Inc. (“EFUSA”), a wholly owned subsidiary of EF Holdings, which also serves as operator of all of the Company’s U.S. properties. A diagram depicting the organizational structure of the Company and its active subsidiaries, including the name, U.S. state, Canadian province or Brazilian state of incorporation, and proportion of ownership interest of each, is included as Exhibit 21.1 to this Annual Report. Energy Fuels also owns a number of inactive subsidiaries which have no material assets or liabilities and do not engage in any material business activities.

Each of the Company’s subsidiaries has its principal place of business and corporate office at 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, USA, though additional support offices are located at a number of Company properties, including a newly established office located in Prado, State of Bahia, Brazil. The registered office of EFUSA and principal place of business for the Company is at 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, USA, and the registered office of the Company is located at 82 Richmond Street East, Suite 308 Toronto, Ontario, M5C 1P1, Canada. The Company’s website address is www.energyfuels.com.

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 TSX under the trading symbol “EFR.” Energy Fuels is a U.S. domestic issuer for SEC reporting purposes and, in addition, is a reporting issuer in all of the Canadian provinces other than Quebec. Options on Energy Fuels’ Common Shares are traded on The Chicago Board Options Exchange. The Designated Primary Market Maker for the options is Group One Trading, LP. Citadel Securities is the Company’s Market Maker on the NYSE American.

In addition, the Company holds 16,189,548 common shares of Consolidated Uranium Inc. (TSXV: CUR; OTCQB: CURUF) (“CUR”), representing an approximate 16.72% equity interest in the company. Such holding is as of January 25, 2023, or one day after CUR announced that it had acquired all of the issued and outstanding common shares of Virginia Energy Resources Inc. (TSXV:VUI; OTCQX:VEGYF) (“Virginia Energy”). Prior to the date of acquisition, Energy Fuels held 13,735,186 common shares of CUR and 9,439,857 common shares of Virginia Energy, which were converted into CUR common shares at a rate of 0.26 of a CUR common share for each Virginia Energy common share.

Business Overview

We responsibly produce several of the raw materials needed for clean energy and advanced technologies, including uranium, rare earth elements and vanadium.

Our primary product is U3O8 (also known as natural uranium concentrate or yellowcake), which, when further processed, becomes the fuel for the generation of clean nuclear energy. According to the Nuclear Energy Institute, nuclear energy provides nearly 20% of the total electricity and 50% of the clean, carbon-free electricity generated in the U.S. The Company generates revenues from extracting and processing materials for the recovery of uranium, vanadium and REEs for our own account, as well as from toll processing materials for others.

Energy Fuels is engaged in conventional and ISR uranium extraction and recovery, along with the exploration, permitting, and evaluation of uranium properties in the U.S. The Company also extracts and recovers vanadium from certain of its uranium projects, as market conditions warrant. In 2021, the Company commenced its ramp-up to commercial production of REE carbonate (“RE Carbonate”), another byproduct of the uranium recovery process, and produced and sold commercial quantities of RE Carbonate in 2021 and 2022 and plans to continue its RE Carbonate sales in 2023. To further its REE initiatives, the Company is currently undertaking enhancements and modifications to existing circuits at the Mill for the planned commercial separation of neodymium-praseodymium (“NdPr”) oxide from its RE Carbonate for sale in 2024, while at the same time producing a “heavies” (Sm+) RE Carbonate for sale in 2024. The Company also continues to evaluate the potential to recover radioisotopes from its existing process streams needed for emerging TAT cancer therapeutics.

The Company’s Mill, located near Blanding, San Juan County, Utah, is the only conventional uranium, vanadium and REE recovery facility operating in the U.S., having a licensed capacity of over 8 million pounds of U3O8 per year. In addition to uranium, the Mill can recover vanadium as a co-product of mineralized material produced from certain of its projects in Colorado and Utah and from solutions in its tailings impoundment system, as market conditions warrant. The Mill is also currently producing RE Carbonate from various uranium- and REE-bearing ores acquired from third parties and is in the process of developing planned REE separation capabilities at the Mill. The Company is also securing its own sources of uranium- and REE-bearing monazite sands, and in February 2023 acquired the Bahia Project in Brazil (see “Material Transactions,” “2022 Corporate Developments” and Item 2, “The Bahia Project,” below), in furtherance of a fully integrated U.S.-based REE supply chain. The Company continues to engage in active discussions to secure other sources of monazite sands, thereby diversifying its supply base and strengthening its REE business. In addition, Energy Fuels recovers uranium from other uranium-bearing materials not derived from conventional material, referred to as “Alternate Feed Materials,” at its Mill, thereby recycling materials back into the market that would otherwise be lost to direct disposal.

With its uranium, vanadium, REE and potentially radioisotope production, the Mill is working to establish itself as a critical minerals hub in the U.S. Uranium is the fuel for carbon-free, emission-free baseload nuclear power, and one of the cleanest forms of energy in the world. The REEs we are now producing are used for the manufacture of permanent magnets for electric vehicles (“EVs”), wind turbines and other clean energy technologies. The radioisotopes we are evaluating for recovery from our REE and uranium processing streams have the potential to provide materials needed for emerging TAT cancer-fighting therapeutics. The very heart of our business – uranium and rare-earth production and recycling – helps us play a big part in addressing global climate change, reducing air pollution, and making the world a cleaner and healthier place.

The Company owns conventional uranium, uranium/vanadium and heavy mineral properties and projects in various stages of exploration, permitting, and evaluation, as well as fully permitted uranium and uranium/vanadium projects on standby.

Energy Fuels also owns the Nichols Ranch Uranium Recovery Facility in Wyoming (the “Nichols Ranch Project”), which is a fully permitted uranium ISR facility with a licensed capacity of 2 million pounds of U3O8 per year. The Nichols Ranch Project is currently being maintained on standby.

ISR Operations

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

The Nichols Ranch Project includes: (i) a licensed and operating ISR processing facility (the “Nichols Ranch Plant”); (ii) licensed and operating ISR wellfields (the “Nichols Ranch Wellfields”); (iii) additional licensed ISR wellfields planned for future production (the “Jane Dough Property”), and; (iv) a licensed satellite ISR uranium project (the “Hank Project”), which will include an ISR satellite processing plant (the “Hank Satellite Plant”) that, when constructed, will produce loaded-resin, and associated planned wellfields (the “Hank Property”). See “The Nichols Ranch ISR Project” under Item 2 below. Also through the acquisition of Uranerz, the Company acquired the West North Butte property (the “West North Butte Property”) and the North Rolling Pin property (the “North Rolling Pin Property”), as well as the Arkose Mining Venture (the “Arkose Mining Venture”), which is a joint venture of Wyoming ISR properties held 81% by Energy Fuels.

The Nichols Ranch Project is an ISR facility currently on standby that recovers uranium through a series of injection and recovery wells. Using groundwater fortified with oxygen and sodium bicarbonate, uranium is dissolved within a deposit. The

uranium-bearing groundwater is then collected in a series of recovery wells and pumped to the Nichols Ranch Plant where the uranium is extracted from the water. The Nichols Ranch Plant creates a yellowcake slurry that is transported by truck to the Mill, where it is dried and packaged into drums that are shipped to uranium conversion facilities.

Construction of the Nichols Ranch Plant, other than the elution, drying and packaging circuits, was completed in 2013, and it commenced uranium recovery activities in the second quarter of 2014. In September of 2015, the Company commenced construction of an elution circuit at the Nichols Ranch Plant, which was completed and began operations in February 2016. The Nichols Ranch Project was placed on standby in 2020. As a result, the Company recovered de minimis pounds of U3O8 from the Project in 2022 and expects to recover de minimis quantities of U3O8 in 2023. Nichols Ranch is expected to be able to ramp back up to commercial production levels with limited required capital within approximately twelve months of a production decision. See Part II, Item 7 “Outlook: ISR Activities.”

The Company entered into a definitive agreement in November 2022 to sell its Alta Mesa ISR Project for total consideration of $120 million, which closed on February 14, 2023 (see “Material Transactions,” below).

Conventional Operations

The Company conducts its conventional uranium, REE, vanadium and potential medical radioisotope extraction and recovery activities through the Mill, which is the only operating conventional uranium, REE and vanadium processing facility in the United States. The Mill located near Blanding, San Juan County, Utah, is centrally located such that it can conveniently and cost-effectively be fed by a number of the Company’s uranium and uranium/vanadium projects in Colorado, Utah, Arizona and New Mexico, as well as by ore purchases or toll milling arrangements with third parties in the region, as market conditions warrant.

The Mill is licensed to process 2,000 tons of ore per day and over 8 million pounds of U3O8 per year. It is primarily a uranium recovery facility but can also recover REEs and vanadium. The Mill is also evaluating the potential to recover certain radioisotopes from its existing process streams that can be used for medical purposes. In addition, the Mill can recycle other uranium-bearing materials not derived from conventional ore, known as Alternate Feed Materials, for the recovery of uranium, alone or in combination with other metals.

The Mill has historically operated on a campaign basis, whereby mineral processing occurs as mill feed, contract requirements, 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. From 2007 through 2014, running on a campaign basis, the Mill recovered on average over 1 million pounds of U3O8 per year from conventional sources, including its La Sal complex of uranium and uranium/vanadium projects (the “La Sal Project”), Daneros Project and Tony M property in Utah (the latter two of which were sold in 2021, see Part I, Item 1 “Development of the Business — Major Transactions over the Past Five Years”); its Arizona 1 project (the “Arizona 1 Project”) and its Pinenut project (the “Pinenut Project”) (which is currently in an advanced state of reclamation) in Arizona, and Alternate Feed Materials. During 2018, the Mill recovered 215,719 pounds of U3O8 from processing tailings pond solutions and 561,628 pounds from processing Alternate Feed Materials, of which a total of 82,709 pounds were for the Company’s account and 448,919 pounds were for the account of third parties under a tolling arrangement.

During the year ended December 31, 2022, the Company recovered and packaged approximately 162,000 pounds of its final uranium product, U3O8, at the Mill, which was added to the Company’s finished product inventory. The Mill recovered an additional small quantity of uranium, which was retained in-circuit and was not packaged in 2022. During 2022, the Mill also focused on its mixed RE Carbonate production and produced approximately 205 tonnes of high-purity, partially separated mixed RE Carbonate while working to secure additional monazite ore feedstock to increase production. The Company also continued to maintain its Nichols Ranch ISR facility on standby, as well as maintain its Alta Mesa ISR facility (which was sold in February 2023, see “Material Transactions,” below) on standby.

During 2023, the Company does not plan to recover any pounds of uranium at the Mill, other than uranium from its monazite processing which will likely remain in circuit and not be packaged in 2023, but is instead focusing its uranium efforts on preparing its La Sal, Beaver, Whirlwind and Pinyon Plain projects for future potential production while its Nichols Ranch Project and other conventional mining properties remain on standby. The Company completed the purchase of 181,052 pounds of U.S. origin U3O8 during Q4 2022 and is under contract to purchase an additional 120,000 pounds of U.S.-origin U3O8 during Q1 2023. The Company expects uranium inventories to total approximately 587,000 pounds of U3O8 at year-end 2023, subject to currently unplanned uranium spot sales and purchases.

During 2023, the Company also expects to recover 175 to 225 tonnes of total rare earth oxides (“TREO”) at the Mill, in the form of approximately 375 to 485 tonnes of RE Carbonate subject to the receipt of sufficient quantities of natural monazite. The Company is in active discussion with several parties globally to acquire additional quantities of natural monazite, which, if secured and delivered to the Mill, could result in significant additional quantities of mixed RE Carbonate production during 2023. The Company expects to sell all or a portion of its mixed RE Carbonate to Neo or other global separation facilities and/or to stockpile it for future production of separated REE oxides at the Mill or elsewhere.

The Company will continue to selectively sell its vanadium pentoxide (“V2O5”) inventory (approximately 985,000 pounds as of December 31, 2022) on the spot market as markets warrant but will otherwise continue to maintain it in inventory. No vanadium production is currently planned during 2023, though the Company continually monitors its inventory and vanadium markets to guide future potential vanadium production. During 2021, the Company ramped up its commercial production of RE Carbonate, while recovering uranium from monazite but recovering de minimis quantities of uranium from other sources and no vanadium.

The Company currently has approximately 1,027,000 pounds of finished U3O8 inventory held at the Mill and the conversion facilities owned by ConverDyn and Cameco, along with approximately another 351,000 pounds of U3O8 contained in stockpiled Alternate Feed Material and mineralized material inventory that is expected to be recovered in the future for the newly established U.S. Uranium Reserve Program or as general market conditions warrant. In addition, there remains an estimated 1.0 to 3.0 million pounds of solubilized recoverable V2O5 remaining in the Mill's tailings facility awaiting future recovery, as market conditions may warrant. See Part II, Item 7 “Outlook: Conventional Extraction and Recovery Activities.”

The Company continues to receive and process Alternate Feed Materials at the Mill. At the Company’s permitted Pinyon Plain Project, standby, mine preparedness, mine development and environmental compliance activities continued during 2022, including activities to replace the Company’s existing General Permits with an Individual Permit, which was issued by the Arizona Department of Environmental Quality (“ADEQ”) on April 28, 2022. The timing to extract and process mineralized material from the Pinyon Plain Project will be based on market conditions, available financing, and sales requirements. The Company’s Pinenut Project, where mineral extraction activities occurred until September 2015, has been depleted and is now almost fully reclaimed, with clean closure pending the Company’s submittal of a Clean Closure Report to ADEQ, which is expected to occur in 2023. The Company also engaged in mine rehabilitation and preparedness work at its Whirlwind, La Sal and Beaver mines in 2022. All the Company’s other conventional properties and projects are currently in the permitting process or on standby pending improvements in market conditions.

The Company also owns the Sheep Mountain Project (the “Sheep Mountain Project”), which is a conventional uranium extraction project located in Wyoming. Due to its distance from the Mill, the Sheep Mountain Project is not expected to be a source of feed material for the Mill. The Sheep Mountain Project consists of permitted open pit and underground extraction components (the “Sheep Mountain Extraction Operation”) and a planned processing facility to process extracted mineralized material (the “Sheep Mountain Processing Operation”), which has not yet been permitted.

The Company’s principal conventional properties include the following:

•the Mill, a 2,000 ton per day uranium, vanadium and REE processing facility located near Blanding, Utah, held through the Company’s subsidiary EFR White Mesa LLC. See “The White Mesa Mill” under Part I, Item 2;

•the Pinyon Plain Project, which is a fully permitted uranium project with all surface facilities and a shaft in place (see “The Pinyon PlainProject” under Part I, Item 2);

•the Bahia Project, which is comprised of 17 heavy minerals concessions covering 37,300 acres or 58.3 square miles, held through the Company’s subsidiary Energy Fuels Brazil Ltda (see “2022 Corporate Developments,” below);

•the Wate project (the “Wate Project”), which is a uranium deposit in the permitting stage; the Arizona 1 project (the “Arizona 1 Project”), which is a fully permitted uranium project on standby; and the EZ properties (“EZProperties”), which are uranium deposits in the exploration and evaluation stage. All 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 “Non-MaterialMineral Properties – Other Conventional Projects – Arizona Strip” under Part I, Item 2;

•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 “The Roca Honda Project” under Part I, Item 2;

•the Sheep Mountain Project, which is a uranium project located near Jeffrey City, Wyoming, including permitted open pit and underground components held by the Company’s subsidiary Energy Fuels Wyoming Inc. See “The Sheep Mountain Project” under Part I, Item 2;

•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 “Bullfrog Project” under Part I, Item 2;

•the La Sal complex of uranium and uranium/vanadium projects (the “La Sal Project”) (see “The La SalProject” under Part I, Item 2) 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 “Non-Material Mineral Properties – OtherConventional Projects – Colorado Plateau” under Part I, Item 2; and

•a number of non-core uranium properties, which are held in various of the Company’s subsidiaries. See “Non-Material Mineral Properties” under Part I, Item 2.

See also Part I, Item 1. “Development of the Business: Major Transactions over the Past Five Years”for a description of the Company’s 2021 sale of certain of its non-core conventional uranium mining assets to CUR.

Mineral Exploration

Energy Fuels holds a number of exploration properties in the Colorado Plateau, Arizona Strip, and Powder River Basin Districts. Energy Fuels conducted intermittent exploration drilling on numerous projects in the period from February 2007 through December 2013. Several of those projects have been abandoned or sold. No further exploration drilling has been performed at these properties since 2013. See “Non-Material Mineral Properties” under Part I, Item 2 below.

The Company’s Rare Earth Elements Business

REEs are a group of 17 chemical elements (the 15 elements in the lanthanum series, plus yttrium and scandium) that have a variety of industrial, energy, and defense uses, including advanced permanent magnets for EVs and wind turbines, communications technology, clean energy production, consumer electronics, defense systems, lasers and numerous other applications. See “The Rare Earth Element Market” below.

On April 13, 2020, the Company announced its entry into the REE sector by embarking on a program to evaluate the production of REEs and uranium at the Mill from uranium and REE-bearing mineralized materials, thereby taking a step towards bringing the REE supply chain back to the U.S.

Since then, the Company has achieved the following successes in advancing its REE initiatives:

i.First Production of Mixed RE Carbonate at the Mill

On November 3, 2020, the Company announced it had produced a mixed RE Carbonate on a pilot scale at the Mill, using existing Mill infrastructure and technologies, along with the contained uranium, from a sample of monazite sands from a North American source. Monazite sands are a valuable natural uranium ore and also one of the highest-grade REE minerals in the world. The RE Carbonate is an intermediate product which is sent to an REE separation facility for separation into individual REE oxides, which is the next step in producing usable REE products. See “The Rare Earth Element Market” below.

ii.Agreement with Chemours to Acquire Monazite

On December 14, 2020, the Company announced it had entered into a three-year supply agreement with The Chemours Company (NYSE:CC) (“Chemours”) to acquire natural monazite sands from Chemours’ Offerman Mineral Sand Plant in Georgia for processing at the Mill for the production of a marketable mixed RE Carbonate, as well as for the recovery of the contained uranium, representing an important step toward re-establishing a fully integrated U.S. REE supply chain. Due to shortfalls in monazite delivery, the Company is currently in the process of negotiating an amendment to this agreement with Chemours to potentially extend the term of the contract for several years, at lower annual quantities than originally contracted, to better accommodate Chemours’ expected monazite production schedule over the foreseeable future.

iii.Agreement with Neo Performance Materials

March or April 2021 and ship a portion of that production to Neo Performance Materials’ (“Neo’s”) NPM Silmet AS REE separations facility in Estonia (“Silmet”). Neo would then process the RE Carbonate into separated REE materials for use in REE permanent magnets and other REE-based advanced materials.

iv.Production of Mixed RE Carbonate

On July 7, 2021, the Company announced that the first container (approximately 20 tonnes of product) of an expected 15 containers of mixed RE Carbonate had been successfully produced by Energy Fuels at the Mill and was en route to Silmet for separation into REE oxides. Energy Fuels, through the Mill, is currently the only U.S. company extracting REE’s and producing commercial quantities of RE Carbonate, which it extracts as a coproduct along with its uranium production from monazite. This is the most advanced REE material being produced in the US today at scale, since it is a high-purity product ready for REE separation without further processing, refining or purification. The Company is currently selling all its RE Carbonate to Neo’s Silmet separation facility in Europe for further processing into advanced REE products further down the supply chain, including metals, alloys, and magnets.

v.Acquisition of Bahia Project

In February 2023, the Company acquired the Bahia Project in Brazil, which holds significant quantities of heavy minerals, including monazite (see “Development of the Business: Major Transactions over the Past Five Years,” below).

The acquisition of the Bahia Project is a part of the Company’s efforts to build a large and diverse book of monazite supply for its rapidly advancing REE processing business. The Company expects to procure monazite through Company-owned mines like the Bahia Project, joint ventures or other collaborations, and open market purchases, like the Company’s current arrangement with Chemours. The Company is currently in advanced discussions with several additional current and future monazite producers around the world to potentially supply Energy Fuels’ initiative.

vi.Development of REE Separation Capability

The Company is currently separating lanthanum (“La”)and cerium (“Ce”) from its commercial RE Carbonate stream utilizing existing Mill infrastructure in order to produce an RE Carbonate product with higher concentrations of NdPr and “heavy” REEs. This is the first commercial-level REE separation to occur in the U.S. in many years. Energy Fuels is also proceeding with the modification and enhancement of its infrastructure at the Mill (“Phase 1”) to expand its REE separation facilities to be capable of producing commercial quantities of separated NdPr oxide by late 2023 or early 2024, followed by planned further enhancements to expand NdPr production capability (“Phase 2”) and to produce separated Dy, Tb and potentially other REE materials in the future (“Phase 3”) from monazite and potentially other REE process streams.

The Company began construction on its “Phase 1” REE separation facilities in 2023, which includes modifications and enhancements to the SX circuits at the Mill. “Phase 1” is expected to have the capacity to process approximately 8,000 to 10,000 MT of monazite per year from the Mill’s process streams, producing roughly 4,000 to 5,000 MT TREO, containing roughly 800 to 1,000 MT of recoverable separated NdPr oxide per year. Because Energy Fuels is utilizing existing infrastructure at the Mill, “Phase 1” capital is expected to total only approximately $25 million. “Phase 1” is expected to be operational later in 2023 or early 2024, subject to receipt of sufficient monazite supply and successful construction and commissioning. If these milestones are achieved, Energy Fuels believes it will be the ‘first to market’ among US companies with commercial quantities of separated NdPr available to EV, renewable energy and other companies for offtake.

During “Phase 2,” Energy Fuels expects to expand its NdPr separation capabilities, with an expected capacity to process roughly 15,000 to 30,000 MT of monazite per year and expected recovery of roughly 7,500 to 15,000 MT of TREO, containing roughly 1,500 to 3,000 MT of NdPr oxide per year, or sufficient NdPr for 750,000 to 3.0 million EVs per year. “Phase 2” is also expected to add a dedicated monazite “crack-and-leach” circuit to the Mill’s existing leach circuits. Currently, the Mill is utilizing its main uranium processing circuits to process monazite and extract the REEs and uranium. A dedicated leach circuit will allow the Mill to simultaneously process monazite in the new dedicated circuit and to process other mined uranium and uranium/vanadium ores in the main circuit. The Company expects to complete “Phase 2” in 2026, subject to licensing, financing, and receipt of sufficient monazite feed.

During “Phase 3,” Energy Fuels expects to add “heavy” REE separation capabilities, including the production of Dy, Tb, and potentially other REE oxides and advanced materials. The Company will also evaluate the potential to produce

La and Ce products. Monazite naturally contain higher concentrations of “heavy” REEs, including Dy and Tb, versus other REE-bearing ores, like bastnaesite, mainly due to the presence of another REE-bearing phosphate mineral called “xenotime.” “Phase 3” is expected to enable Energy Fuels to produce separated Dy, Tb, and potentially other “light” and “heavy” products. The Company also expects to have additional “heavy” REE feedstock stockpiled from “Phase 1” and “Phase 2.” During these earlier phases, the Company expects to produce NdPr oxide and a samarium-plus (“Sm+”) ”heavy” REE concentrate, which the Company will either sell or stockpile as feed for “Phase 3” REE separation. For reference, the monazite the Company has analyzed to date contain roughly 1% to 3% Dy and Tb, so 10,000 MT of monazite is expected to contain roughly 100 to 300 MT of Dy and Tb. The Company expects to complete “Phase 3” in 2027, subject to licensing, financing, and receipt of sufficient feed.

vii.DOE Study

The Company completed a two-part U.S. Department of Energy (“DOE”)-funded study on the production of REE products from natural coal-based resources in partnership with Penn State University.

viii.Development of Metal Making Technology

The Company has begun working with Nanoscale Powders LLC (“NSP”) for the development of a novel technology for the potential production of REE metals, which we believe has the potential to significantly reduce costs of production, energy consumption and greenhouse gas emissions.

See also “The Rare Earth Element Market,” below, for further details on the REE market and Part II, Item 7. “Rare Earth Sales” and “Update on Rare Earth Element Initiative”for further details on the above-referenced REE developments.

The Company’s mixed RE Carbonate production from monazite sand ores utilizes only a very small amount of the Mill’s ore production capacity. The Company has a goal to increase production in the future to approximately 15,000 tons or more of monazite sands per year. For comparison, the Mill is licensed and designed to process 2,000 tons of ore per day on average, or 720,000 tons of ore per year. Therefore, 15,000 tons would represent approximately 2% of the Mill’s capacity. If the Company is successful in securing 15,000 tons of ore similar to the Chemours monazite, the Company would be able to produce approximately 50% of current U.S. REE demand in a mixed RE Carbonate. Furthermore, since monazite is typically comprised of approximately 55% recoverable uranium and REEs, the total volume of the resulting waste is significantly lower than for most other Mill feeds. The Company currently has 1.5 million tons of existing capacity in its fully constructed 1,000-year design tailings impoundments. Therefore, the annual waste streams from monazite ore processing are expected to represent less than 1% of existing tailings capacity.

Because the Company is obtaining monazite from Chemours’ existing mining facilities in Georgia, U.S. and utilizing its existing Mill, it has been able to avoid the significant time and cost required to license and develop new facilities. In addition, since the monazite sands are currently being separated from other mineral sands in Georgia and elsewhere, the Company will only incur the cost to acquire the monazite, thereby avoiding mining costs and associated risks. As the Company proceeds to develop REE separation and other capabilities at the Mill or elsewhere, additional capital expenditure will be required for those activities.

There are a number of risks inherent to the Company’s REE activities. See “Item 1A. Risk Factors” under Item 1A, below.

The Company’s Strategic Alliance for the Development of Radioisotopes for Medical Therapeutics

On July 28, 2021, the Company announced the execution of a Strategic Alliance Agreement with RadTran LLC (“RadTran”), a technology development company focused on closing critical gaps in the procurement of medical isotopes for TAT cancer therapeutics and other applications.

TAT is an in-development method of targeted radionuclide therapy of various cancers. It employs radioactive substances which undergo alpha decay to treat diseased tissue at close proximity. It has the potential to provide highly targeted treatment, especially to microscopic tumor cells. As in diagnostic nuclear medicine, appropriate alpha-emitting radionuclides can be chemically bound to a targeting biomolecule, such as a peptide, which carries the combined radiopharmaceutical to a specific treatment point (the cancerous cells). During the last decade, radiolabeled peptides that bind to different receptors on the tumors have been investigated as potential therapeutic agents both in the preclinical and clinical settings. Peptides, such as octreotide, alpha-melanocyte-stimulating hormone analogues, arginine-glycine-aspartic acid-containing peptides, bombesin derivatives, and others may all be feasible for use with alpha-emitters.

The primary advantage of alpha particle emitters over other types of radioactive sources is their very high linear energy transfer and relative biological effectiveness. By comparison, beta particle emitters such as yttrium-90 can travel considerable distances beyond the immediate tissue before depositing their energy, thereby causing damage to surrounding healthy tissues, while alpha particles deposit their energy in 70–100 μm long tracks, thereby causing significantly less harm to surrounding healthy tissues. Further, alpha particles are more likely than other types of radiation to cause double-strand breaks to DNA molecules, which is one of several effective causes of cell death. In other words, the high level of radiobiological effectiveness of alpha particles, in comparison with beta emissions, requires fewer particle tracks to induce cell death.

Though many alpha emitters exist, useful isotopes need to have sufficient energy to cause damage to cancer cells, while at the same time have a half-life that is long enough to provide a therapeutic dose without remaining long enough to damage surrounding healthy tissue. Clinically effective alpha particle-emitting isotopes for cancer therapy should therefore have a short half-life, which will limit long-term radiation exposure and allow for the production, preparation, and administration of these isotopes for clinical use and application. Radium 223 dichloride is the first-in-class, commercially available targeted alpha therapy approved for the treatment of patients with metastatic castration-resistant prostate cancer with bone metastases. Given the established overall survival benefit conferred by radium 223 for patients with metastatic castration-resistant prostate cancer, several other targeted alpha therapies are being investigated in clinical trials across many tumor types.

Under its strategic alliance with RadTran, the Company is evaluating the feasibility of recovering Th-232 and Ra-226 from its existing RE Carbonate/uranium and uranium process streams at the Mill and, together with RadTran, is evaluating the feasibility of recovering Ra-228 from the Th-232 and potentially Th-228 from the Ra-228 and concentrating Ra-226 to commercial specifications at the Mill. 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 at this time. Existing supplies of these isotopes for TAT applications are in short supply, and methods of production are costly and currently cannot be scaled to meet the demand created as new drugs are developed and approved. This is a major roadblock in the research and development of new TAT drugs as pharmaceutical companies wait for scalable and affordable production technologies to become available. Under this initiative, the Company has the potential to recover valuable isotopes from its existing process streams, therefore recycling back into the market material that would otherwise be lost to disposal for use in treating cancer.

Activities being undertaken by the Company at this time include evaluations of the technical feasibility of recovering Th-232, Ra-228 and Th-228 from the Mill’s RE Carbonate/uranium process streams, and Ra-226 from the Mill’s uranium process streams; the permitting and licensing required to separate and recover Th-232, Ra-228, Th-228 and Ra-226 at the Mill; and the commercial feasibility of this project.

There are a number of risks inherent to the Company’s isotope activities. See “Item 1A. Risk Factors” under Item 1A, below.

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. Energy Fuels deposited an initial $1 million into the Foundation at the time of formation and anticipates providing ongoing annual funding equal to 1% of the Mill’s future revenues, providing funding to support local priorities. 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.

A six-person Advisory Board, comprised of local citizens from San Juan County, is now evaluating grant applications on a quarterly basis and is making its recommendations to the Foundation's Board of Directors, which is comprised of two officers of the Company. In 2022, the Foundation awarded its first grant in the amount of $160,000 to American Indian Services (“AIS”), which runs a three-year science, technology, engineering and math (“STEM”) summer school program in Blanding, Utah, to fund the acquisition of two minibuses to be used by AIS to transport Native American students to and from Blanding for this program. The Foundation's website address is: https://sanjuancountycleanenergy.org/. The Foundation’s website and the contents thereof should not be considered to be incorporated by reference into this Annual Report.

Material Transactions

On February 15, 2023, the Company announced that it had closed on its sale of three wholly owned subsidiaries that together hold Energy Fuels’ Alta Mesa ISR Project to enCore Energy (“enCore”) for total consideration of $120 million, paid as follows:

a.$60 million cash at or prior to closing; and

b.$60 million in a secured convertible note (the “Note”), payable in two years from the closing, bearing annual interest of eight percent (8%). The Note is convertible at Energy Fuels’ election into enCore shares at a conversion price of $2.9103, being a 20% premium to the 10-day volume-weighted average price of enCore's common shares ending the day before the closing. enCore is currently traded on the TSXV and NYSE American stock exchanges. The Note is guaranteed by enCore Energy Corp. and is fully secured by Alta Mesa. Unless a block trade or similar distribution is executed by Energy Fuels to sell the enCore common shares received on conversion of the Note, Energy Fuels will be limited to converting the Note into a maximum of $10 million principal amount of the Note per thirty (30)-day period.

In addition, enCore is required to replace the existing reclamation bonds for the Alta Mesa project (approximately $10.3 million) shortly after the closing of the transaction, which will result in Energy Fuels receiving an additional $3.6 million cash as a return of collateral from those bonds. The Company estimates that the sale of Alta Mesa will reduce Energy Fuels’ cash burn by approximately $2 million per year. The sale is considered significant for the Company, as the cash received is expected to finance much of Energy Fuels’ uranium, REE, vanadium and medical isotope business plans for the next two to three years.

On May 19, 2022, the Company announced it had entered into binding agreements to acquire the Bahia Project in the State of Bahia, Brazil consisting of 17 mineral concessions totaling approximately 37,300 acres or 58.3 square miles. The Company’s wholly owned subsidiary Energy Fuels Brazil Ltda. completed the acquisition of the Bahia Project on February 10, 2023, and is the owner of the Bahia Project. The primary minerals associated with the Bahia Project are ilmenite, rutile, zircon and monazite. The Company is acquiring the Bahia Project to expand its in-ground holdings of monazite for rare earth processing at the White Mesa Mill. Under S-K 1300 regulations, this property is considered to be in the exploration stage because there are no Mineral Resources or Mineral Reserves disclosed for the Project. Also in 2023, the Company plans to initiate permitting activities, finish Phase I of drilling (2,250 meters) and initiate Phase II drilling, which is expected to provide the necessary data to disclose Mineral Resources on a portion of the Project. See “2022 Corporate Developments” and “The Bahia Project,” below.

On October 27, 2021 (the “Closing Date”), CUR and the Company jointly announced the closing of a transaction (the “CUR Sale”) whereby CUR acquired a portfolio of Energy Fuels’ non-core conventional uranium projects located in Utah and Colorado, including the Daneros mine, the Tony M mine (formerly a part of the Bullfrog Project), the Rim mine, the Sage Plain project, and several DOE leases located in Colorado, in exchange for the following consideration:

•$2,000,000 in cash on the Closing Date;

•the issuance of 11,860,101 Common Shares of CUR, constituting 19.9% of the issued and outstanding Common Shares of CUR immediately after the Closing Date, at a price per share equal to the closing price of the Common Shares of CUR on the TSX Venture Exchange on the last trading day immediately prior to issuance;

•an additional Cdn$3,000,000 in cash payable on or before the 18-month anniversary of the Closing Date;

•an additional Cdn$3,000,000 in cash payable on or before the 36-month anniversary of the Closing Date; and

•the commitment to make production payments on a per-project basis totaling Cdn$5,000,000 as set forth pursuant to individual production payment agreements executed on the Closing Date.

As a part of the CUR Sale, the parties entered into a number of mine operating agreements pursuant to which the Company will act, through EFUSA, as operator to the sale projects and pending Daneros mine litigation in accordance with a program and budget negotiated annually by the parties, in exchange for which the Company will receive reimbursement for all direct costs in addition to an overhead allocation and management fee.

These non-core conventional uranium project assets met held-for-sale criteria, but as these assets had no carrying value, there were only asset retirement obligations of $0.27 million separately presented for the year ended December 31, 2021.

2022 Corporate Developments

On December 16, 2022, the Company announced that it was awarded a contract to sell 300,000 pounds of uranium to the newly established U.S. Uranium Reserve Program, earning proceeds of $18.47 million ($61.57 per pound of uranium). The uranium was held in the Company’s inventory at the Metropolis Works Conversion Facility, located in Metropolis, Illinois. The Company completed the transaction on January 19, 2023, and the U.S. government paid the Company’s invoice on January 23, 2023.

On November 14, 2022, the Company executed a definitive agreement to sell its Alta Mesa ISR Project to enCore Energy for total consideration of $120 million. The Company expects to utilize the proceeds to: (1) ramp-up uranium production at one or more of its Mill, Nichols Ranch ISR Project, Pinyon Plain mine, La Sal Complex, and/or Whirlwind mine, which total up to

two (2) million pounds of U3O8 per year of near-term, lower-cost production capacity; (2) accelerate the licensing and development of the Company’s larger scale uranium mines, including the Sheep Mountain, Roca Honda and/or Bullfrog Projects; (3) establish an ore purchasing program to secure additional feed to the Mill; (4) finance the development of REE separation infrastructure at the Mill capable of producing 500 – 1,000 MT of NdPr oxide per year; (5) advance the design, engineering and permitting of a larger-scale “light” REE separation and “heavy” separation circuits at the Mill; (6) develop the Bahia Project in Brazil; and (7) acquire additional monazite supply to feed the Company’s REE business.

As previously disclosed, on May 19, 2022, the Company announced it had entered into binding agreements to acquire the Bahia Project in the State of Bahia, Brazil consisting of 17 mineral concessions totaling approximately 37,300 acres or 58.3 square miles. Based on significant historical drilling performed to date, it is believed that the Bahia Project holds significant quantities of heavy minerals, including monazite, that will feed Energy Fuels’ quickly emerging U.S.-based REE supply chain. The Bahia Project has seen no previous mining, but several of the concessions have valid exploration and mining permits with the Government of Brazil. Therefore, the Company believes there is a clear path to moving the Bahia Project to production. See “Material Transactions” and Item 2, “The Bahia Project.”

On January 3, 2022, the Company filed a prospectus supplement to its effective U.S. registration statement on Form S-3 in connection with its Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, dated May 6, 2019. Pursuant to the ATM prospectus supplement, the Company is permitted, at its discretion from time to time, to sell up to an additional $50 million of Common Shares under its ATM program, with sales only being made on the NYSE American at then-prevailing market prices, or any other existing trading market of the common shares in the U.S.

Board of Directors

On January 25, 2022, the Company’s Board of Directors appointed Dr. Ivy V. Estabrooke to serve as a director of the Company. Dr. Estabrooke is currently the Senior Innovation Policy Strategist for RTI International, an independent non-profit research institute dedicated to improving the human condition. She has led innovative research and development programs in both the public and private sectors delivering technology solutions for national security and public health challenges. Prior roles include the Vice President, Operations and Corporate Affairs of IDbyDNA, technical program manager for the U.S. Department of the Navy, executive director of the State of Utah’s technology based economic development agency, and science advisor to the Governor of Utah. She earned her doctorate in neuroscience at Georgetown University in 2005, received a master’s degree in national resource strategy from the National Defense University in 2013 and a bachelor’s degree in biological sciences from Smith College in 1998. She serves on the board of the Girl Scouts of Utah and is a member of the Utah District Export Council.

On May 25, 2022, the shareholders of the Company elected Ms. Jaqueline Herrera to serve as a director of the Company. From 1998 to 2019, Ms. Herrera worked for Nalco Water, an Ecolab Company and leader in water hygiene, treatment and process improvements and energy and air solutions, in increasingly senior management roles, including sales-operations, and global industry development for the base metals and iron ore industries. In that role, Ms. Herrera worked in the bauxite mining and alumina processing sectors in South America, the United States and the Caribbean then expanded her career into global base metals with a focus on the copper and molybdenum markets in various regions. In 2019, Ms. Herrera moved to the Food & Beverage Division within Ecolab Inc., where she currently serves as Vice President of Sales. She is a U.S. Patent holder on functionalized silicones for froth flotation. Ms. Herrera has volunteered for UNICEF and Water for People in remote communities in Latin America, providing education and technical expertise in water treatment for drinking water to schools in remote communities, and is an active member of the Society of Women Engineers and is a board member of a non-profit organization to help youth in disadvantaged financial conditions to develop leadership skills. She holds a Bachelor of Science in both metallurgical engineering and industrial engineering from the Universidad Nacional Politécnica “Antonio José de Sucre” in Venezuela, a Master of Sciences in material science from the Universidad de Oriente, Venezuela, and a Master of Business Administration in operations from the University of Phoenix, Baton Rouge LA. She is fluent in Spanish, Portuguese and English.

Corporate Officers

Effective January 25, 2022, the Board appointed two new officers to the Company: the appointment of then-current Staff Attorney Julia C. Hoffmeier to Corporate Counsel & Assistant Corporate Secretary; and the appointment of then-current Controller Sarai C. Luksch to Chief Accounting Officer & Controller, who later resigned effective June 21, 2022. On June 24, 2022, the Board appointed John L. Uhrie to serve as the Company’s Chief Operating Officer, effective August 1, 2022. On August 4, 2022, the Board appointed Tom L. Brock to serve as the Company’s Chief Financial Officer (“CFO”), effective August 8, 2022. Concurrently with Mr. Brock’s appointment, David C. Frydenlund ceased to be the Company’s CFO and

General Counsel and assumed his appointment as the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary, also effective August 8, 2022.

2021 Corporate Developments:

On December 15, 2021, the Company announced the execution of an MOU with NSP for the development of a novel technology for the potential production of REE metals, subject to the finalization of definitive agreements. We believe this technology, which was initially developed by NSP, and will be advanced by the Company and NSP working together, has the potential to revolutionize the rare earth metal making industry by reducing costs of production, reducing energy consumption, and significantly reducing greenhouse gas emissions. Producing REE metals and alloys is a key step in a fully integrated REE supply chain, after production of separated REE oxides and before the manufacture of NdFeB magnets used in electric vehicles, wind generation and other clean energy and advanced technologies. See “The Company’s Rare Earth Elements Business,” above.

On October 27, 2021, CUR and the Company jointly announced the closing of a transaction whereby CUR acquired a portfolio of Energy Fuels’ non-core conventional uranium projects located in Utah and Colorado, including the Daneros mine, the Tony M mine (formerly a part of the Bullfrog Project), the Rim mine, the Sage Plain project, and several DOE leases located in Colorado, in consideration for a 19.9% share ownership interest in CUR and other consideration. See “Development of the Business: Major Transactions over the Past Five Years,” above.

On September 16, 2021, the Company announced its establishment of its new Foundation, a fund specifically designed to contribute to the communities surrounding the Mill in Southeastern Utah by providing funding to support local priorities. The Foundation will focus 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. See “San Juan County Clean Energy Foundation,” above.

On July 29, 2021, the Company announced the execution of a Strategic Alliance Agreement with RadTran to evaluate the recovery of thorium, and radium, from the Company's existing RE Carbonate and uranium process streams for use in the production of medical isotopes for emerging TAT cancer therapeutics. This uranium initiative complements the Company's existing uranium and REE businesses, as it investigates the potential recovery of isotopes in existing process streams at the Mill for medical purposes. RadTran is a Denver, Colorado-based technology development company focused on closing critical gaps in the procurement of medical isotopes for these applications. See “The Company’s Strategic Alliance for the Development of Radioisotopes for Medical Therapeutics,” above.

On July 7, 2021, the Company announced that the first container (approximately 20 tonnes of product) of an expected 15 containers of mixed RE Carbonate had been successfully produced by Energy Fuels at the Mill and was en route to Neo Performance Materials’ (“Neo’s”) NPM Silmet AS REE separations facility in Estonia. This commercial-scale production of RE Carbonate by Energy Fuels from a U.S. mined REE resource positioned Energy Fuels as the only company in North America that currently produces a monazite-derived, enhanced REE material. The physical delivery of this product also represented the launch of a new, environmentally responsible REE supply chain that allows for source validation and tracking from mining through to final end-use applications for manufacturers in North America, Europe, Japan, and other nations. See “The Company’s Rare Earth Elements Business,” above.

On June 7, 2021, the Company filed a prospectus supplement to its effective U.S. registration statement on Form S-3 in connection with its Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, dated May 6, 2019. Pursuant to the ATM prospectus supplement, the Company is permitted, at its discretion from time to time, to sell up to an additional $50 million of Common Shares under its ATM program, with sales only being made on the NYSE American at then-prevailing market prices, or any other existing trading market of the common shares in the U.S.

On April 27, 2021, the Company announced it had engaged Carester to prepare a scoping study for the development of an SX REE separation circuit at the Mill. Based in Lyon, France, Carester is an experienced global consultant in the production of separated REE products, with expertise in designing, constructing, operating and optimizing REE production facilities globally. During 2021, Carester was engaged to support Energy Fuels' planned development of full commercial scale REE separation capabilities at the Mill, utilizing the Mill's existing equipment and infrastructure to the extent applicable, to create a continuous, integrated and optimized rare earth production sequence. Carester's scoping work included an evaluation of the Mill's current monazite leaching process, preparation of an REE separation flow sheet, capital and operating expense estimates, incorporation of new technologies where applicable, and recommendations on equipment vendors. Based on the results of the scoping work, and the Company’s extensive test and piloting work at the Mill, the Company is in the process of enhancing and modifying the

Mill’s existing SX circuits to create an REE separation circuit at the Mill utilizing existing Mill equipment and infrastructure, to create a continuous, integrated and optimized REE production sequence, which is expected to be commissioned and in operation in 2024. See “The Company’s Rare Earth Elements Business,” above.

On April 23, 2021, the Company announced that the DOE Office of Fossil Energy and National Energy Technology Laboratory had exercised its option to award Energy Fuels, working with a team from Penn State University, an additional $1.75 million to complete a feasibility study on the production of REE products from natural coal-based resources, as well as from other materials such as REE-containing ores like the natural monazite sands the Company is currently processing at the Mill. This award follows the DOE providing Energy Fuels a $150,000 contract in 2020 for the successful completion of a conceptual design for the same initiative, resulting in a total award to Energy Fuels of $1.9 million. See “The Company’s Rare Earth Elements Business,” above.

On April 21, 2021, the Company announced the execution of a non-binding memorandum of understanding for the supply of natural monazite sands from IperionX’s Titan Project in Tennessee, if and when the project is developed and mined. IperionX’s Titan Project covers a large area of heavy mineral sands properties in Tennessee prospective for titanium, zircon, monazite and other valuable minerals such as high-grade silica sand and other refractory minerals. See “The Company’s Rare Earth Elements Business,” above.

On April 9, 2021, the Company filed a prospectus supplement to its effective U.S. registration statement on Form S-3 in connection with its Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, dated May 6, 2019. Pursuant to the ATM prospectus supplement, the Company was permitted, at its discretion from time to time, to sell up to an additional $33.5 million of Common Shares under its ATM program, with sales only being made on the NYSE American at then-prevailing market prices, or any other existing trading market of the common shares in the U.S.

Effective March 18, 2021, the Company filed a new base shelf registration statement on Form S-3 with the SEC allowing the Company to issue Common Shares, warrants, subscription receipts, preferred shares, debt securities, or any combination of such securities as units, in amounts, and at prices, and on terms to be determined based on market conditions at the time of sale, and as set forth in an accompanying prospectus supplement, for an aggregate offering amount of up to US$300 million during the 36-month period that the statement remains effective. On March l6, 2021, the Company received a receipt for a corresponding base shelf prospectus in Canada for an aggregate offering amount in Canada of up to US$300 million.

On March 1, 2021, the Company and Neo announced a new rare earth production initiative spanning European and North American critical material supply chains. Under an agreement in principle signed on March 1, 2021 by the companies’ respective affiliates, subject to completion of definitive agreements, Energy Fuels will process natural monazite sands into an RE Carbonate beginning in March or April 2021 and ship a portion of that production to Silmet. Neo will then process the RE Carbonate into separated REE materials for use in REE permanent magnets and other REE-based advanced materials. The Company also announced that, in addition to supplying RE Carbonate to Neo, Energy Fuels is evaluating the potential to develop U.S. separation capabilities at the Mill, or nearby, as it works to increase its monazite sand supplies, thereby fully integrating a U.S. REE supply chain in the coming years, in addition to supplying RE Carbonate to European markets. See “The Company’s Rare Earth Elements Business,” above.

Company Strategy

Energy Fuels intends to continue to strengthen its position as a leading uranium extraction and recovery company in the U.S., supporting that goal through uranium recovery, Alternate Feed Materials processing, third-party processing, and potential land clean-up work. The Company’s strategy is to maintain and increase its ability to increase uranium production in improved market conditions through the Mill (currently operating) and the Nichols Ranch Project (on standby), a large uranium resource base, and existing conventional projects on standby, under construction, and/or in permitting. In addition, the Company produces vanadium along with uranium from certain of its properties, as market conditions warrant, from its vanadium resource base. In 2023, the Company expects to continue its preparedness for uranium mining, to continue its commercial production of RE Carbonate along with uranium from monazite sands, and to complete its Phase 1 REE separation circuit in late 2023 or early 2024. The Company also expects to advance its Bahia Project in Brazil and secure additional sources of monazite and potentially other feed for its emerging REE business. See “The Company’s Rare Earth Elements Business,” above. The Company will also continue to evaluate the potential for recovering certain radioisotopes from its existing process streams for use in making medical isotopes for emerging cancer treatment therapies. See “The Company’s Strategic Alliance for the Development of Radioisotopes for Medical Therapeutics,”above.

As a result of the foregoing, we intend to engage in the following activities in 2023:

•in response to improving uranium market conditions and the procurement of new long-term sales commitments, the Company is preparing four of its conventional uranium and uranium/vanadium mines to be ready to resume uranium ore production, including significant workforce expansion and performing needed rehabilitation of surface and underground infrastructure. The exact timing for resumption of ore production from each of these projects will be subject to current and future uranium sales and inventory requirements;

•continue the Company’s ongoing efforts to develop a fully integrated U.S. REE supply chain, including its initiatives for: the production of RE Carbonate from monazite sands sourced from Company-owned and third-party sources; the development of the Company’s Bahia Project in Brazil; the potential acquisition of additional sources of monazite sands; completion of the Phase 1 REE separation capabilities at the Company’s Mill site in late 2023 or early 2024; and the advancement of new technologies for the production of REE metals (see “The Company’s Rare Earth Elements Business,” above);

•continue to pursue additional Alternate Feed Materials; third-party processing and other sources of feed for the Mill (including potential material generated from abandoned uranium mine (“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;

•continue to maintain projects and facilities in a state of readiness for the purpose of restarting mining activities, as contract obligations and market conditions may warrant;

•continue permitting and evaluation activities for the Sheep Mountain, Roca Honda and/or Bullfrog Projects; and

•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 cancer treatment therapies.

Uranium Sales

As a result of weak uranium market conditions that previously existed until mid-2021, both ISR and conventional uranium recovery have been maintained at reduced levels until such time as market conditions improve sufficiently. However, recent market improvements, along with recently acquired long-term sales commitments and the improved prospect of procuring additional long-term sales commitments, have improved the outlook for future profitable production.

As of the date of this Annual Report, the Company has entered into four (4) uranium sales contracts with U.S. nuclear utilities and the U.S. government, with 560,000 pounds of deliveries expected to occur in 2023 at an average expected price of $58.00 to $60.00 per pound. The Company is actively engaged in pursuing additional long-term uranium sales contracts at higher price levels. The Company also completed the purchase of 181,052 pounds of U.S. origin U3O8 during Q4 2022 and is under contract to purchase an additional 120,000 pounds of U.S.-origin U3O8 during Q1 2023. The Company expects uranium inventories to total approximately 587,000 pounds of U3O8 at year-end 2023, subject to currently unplanned uranium spot sales and purchases. Energy Fuels will continue to evaluate the purchase of additional uranium, which would be added to existing inventories. Energy Fuels’ significant 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 2024 and over the life of the supply contracts. However, if suitable uranium price increases are observed in 2023, or if cash needs arise, the Company may elect to complete discretionary uranium sales of its inventory in 2023.

Overview of Uranium Market

The primary use of uranium is to fuel nuclear power plants for the generation of carbon- and emission-free electricity.

According to the World Nuclear Association (“WNA”), as of January 2023, there were 438 operable nuclear reactors world-wide, which required approximately 162.5 million pounds of U3O8 fuel annually at full operation. Worldwide, there are currently 59 new reactors under construction with an additional 104 reactors on order or in the planning stage and 341 having been proposed.

According to data from TradeTech LLC (“TradeTech”), the world continues to require more uranium than it produces from primary extraction. The gap between demand and primary supply is filled by stockpiled inventories and secondary supplies.

According to the WNA, the U.S. currently has 92 operating reactors, two reactors under construction, and another 21 reactors on order, planned or proposed. According to the Nuclear Energy Institute (“NEI”), in 2021 the U.S. produced approximately

18.9% of its electricity from nuclear technology, while achieving an average capacity factor of 92.7%, leading all other carbon-free sources by a wide margin. According to the U.S. Energy Information Administration (“EIA”), U.S. utilities purchased approximately 46.7 million pounds of U3O8 in 2021 (the last year reported). However, in 2021, the U.S. uranium production was only 0.02 million pounds.

In 2022, investor interest in the uranium and nuclear sectors continued to grow substantially, which the Company believes was driven by: (1) global efforts to reduce carbon emissions and a growing focus on electrification; (2) geopolitical tensions, particularly Russia’s invasion of Ukraine; and (3) speculation based on supply and demand fundamentals. The Company believes that nuclear energy is essential to the global economy and addressing climate change, as it reliably and affordably provides electricity 24/7 and 365 days per year while generating lower life-cycle carbon emissions than other baseload energy sources (NREL, September 2021).

The Company believes the geopolitical uncertainty experienced in 2022 will continue in 2023, putting greater focus on security of supply for uranium and nuclear fuel. The most notable development in 2022 was Russia’s unprovoked invasion of Ukraine, which has created uncertainty across the nuclear fuel sector, including uranium mining, conversion, and enrichment, due to Russia’s control of a significant amount of global uranium capacity across these nuclear fuel sectors. According to World Nuclear News, Russia controls 14% of the global supply of U3O8, 27% of uranium conversion, and 39% of enrichment (WNN, May 5, 2022). Furthermore, it is the Company’s belief that nuclear utilities, particularly in Europe and the U.S., are seeking to reduce or eliminate their reliance on Russia for their supply of uranium due to the effects of sanctions, transportation, and other concerns. According to data from TradeTech, during 2022, uranium enrichment prices rose from $56.00 per separative work unit (“SWU”) to $110.00 per SWU; uranium conversion prices rose from $16.20 per KgU to $40.00 per KgU; and U3O8 prices rose more modestly from $42.00 per pound of U3O8 to $47.60 per pound of U3O8.

Uranium is not traded on an open market or organized commodity exchange, although the CME Group provides financially settled uranium futures contracts. Typically, buyers and sellers negotiate transactions privately, either directly or through brokers and intermediaries. Spot uranium transactions typically involve deliveries that occur immediately and up to 12 months in the future. Term uranium transactions typically involve deliveries that occur more than 12 months in the future, with long-term transactions involving delivery terms of at least three years. Uranium prices, both spot and term, are primarily published by two independent market consulting firms, TradeTech and UxC, LLC, on a weekly and monthly basis, along with daily price indicators. Other brokers, including Uranium Markets LLC, Evolution Markets Inc. and Numerco Ltd., also publish daily average uranium prices.

The spot and term prices of uranium are influenced by a number of global factors. For example, both the spot and term prices of uranium were negatively impacted by the accident at the Fukushima Daiichi Nuclear Plant in March 2011. The events at Fukushima created heightened concerns regarding the safety of nuclear plants and led to both temporary and permanent closures of nuclear plants around the world. In contrast, China is pursuing an aggressive nuclear program, with 55 units now operating, 21 new units under construction, 47 units which are planned, and 156 units that have been proposed, according to January 2023 WNA data. It is also the Company’s belief that Russia’s invasion of Ukraine has resulted in the U.S. and other western countries desiring to rely less on Russian uranium, conversion and enrichment services, thereby increasing the demand for non-Russian sources of uranium and conversion and enrichment services.

Historically, most nuclear utilities have sought to purchase a portion of their uranium needs through mid- and long-term supply contracts, while other portions are bought on the spot market. According to EIA data, in 2021, U.S. utilities purchased 19% of their uranium on the spot market with the remaining 81% purchased under mid- and long-term contracts; through 2030, U.S. utilities have approximately 148.6 million pounds of unfilled uranium requirements (EIA, Uranium Marketing Annual Report, 2021). 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.

The graph, below, shows the monthly spot (blue line) and long-term (red line) uranium price from August 1969 up to January 2023 as reported by TradeTech (not adjusted for inflation):

To give a more recent perspective over the last five years, the graph below shows the monthly spot (blue line) and long-term (red line) uranium price from January 2018 up to January 2023 as reported by TradeTech (not adjusted for inflation):

According to monthly price data from TradeTech, uranium prices during 2022 were up $5.60, or 13%, for the year. Monthly spot prices began the year at $42.00 per pound of U3O8 on December 31, 2021 and ended the year at $47.60 per pound on December 31, 2022, reaching a high of $58.20 per pound for the month of March 2022 and a low of $42.00 per pound at the beginning of the period. According to TradeTech, the spot price was $50.50 per pound on March 3, 2023. TradeTech price data also indicated that long-term U3O8 prices began 2022 at $45.00 per pound and ended 2022 at $53.00 per pound. The high long-term price for 2022 was $53.00 per pound for the months of June through December 2022, and the low long-term price was $45.00 per pound for the months of December 2021 and January 2022. The long-term price at March 3, 2022 was $53.00 per pound.

Uranium Market Outlook and Uranium Marketing Strategy

World demand for clean, carbon-free, reliable, and affordable baseload electricity is growing. As a result of the expected growth of nuclear energy, the depletion of existing uranium mines and inventories, and geopolitical events putting a greater focus by buyers on security of supply, the Company believes the long-term fundamentals of the uranium industry remain positive. Uranium prices continued to rise during 2022. However, inflation and employment challenges are increasing the costs of uranium production. Therefore, the Company continues to believe that prices must rise to higher levels to support the additional primary production that will be required to meet the increasing demand. We expect to see more nuclear units constructed around the world, while primary mine production drops due to depletion of resources, reduced production and low prices. In addition, as governments and companies continue to move away from Russian supply, demand for non-Russian

uranium supply, including U.S. supply, is expected to increase (TradeTech, NMR, January 27, 2023). According to TradeTech, world uranium requirements continue to exceed primary mine production, with the gap being bridged by secondary supplies and excess uranium inventories in various forms that have already been mined. At the same time, a large portion of global uranium production remains state-owned and state-subsidized, and therefore not subject to normal market fundamentals, which the Company believes has delayed a market recovery. However, Russia’s invasion of Ukraine, and continued attacks on civilian populations and the Zaporizhzhia nuclear power plant, has increased demand for non-Russian uranium. According to TradeTech, “[t]he driver behind this demand is the focus by nuclear utilities to mitigate risk and to establish security of supply.” As a result, uranium prices exhibited strength throughout 2022, particularly in the conversion and enrichment sectors, and the Company has observed more interest in long-term contracts for U3O8 from utilities.

The Company believes that certain uranium supply and demand fundamentals continue to point to higher prices in the future, including significant production cuts and increased demand from utilities, financial entities, traders, and producers. However, the Company also believes that while uranium market conditions have improved significantly since 2021, they still remain vulnerable primarily as a result of excess uranium supplies caused by large quantities of secondary uranium supplies, excess inventories, and non-market activities of state-owned enterprises. As mentioned above, it remains to be seen whether Russia’s invasion of Ukraine will result in the U.S. and other western countries reducing Russian uranium supply over the long term, thereby increasing the demand for non-Russian sources of uranium, which could benefit the U.S. uranium mining industry.

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, which has not been the case until recently. To gain exposure to increasing uranium prices, the Company seeks to sell a portion of its planned uranium extraction into contracts with market-related formulas, if available at satisfactory prices, and through future spot and term sales. Further exposure to increasing uranium prices can be generated through the Company’s ability to bring additional uranium extraction online in the future in response to increasing prices, which can be sold on a market-related or fixed basis at then prevailing prices.

During 2022, the Company entered into three long-term uranium sales contracts with U.S. nuclear utilities. Base quantities under these contracts total 3.0 million pounds with deliveries to occur during the 2023 – 2030 time period. If the buyers exercise all options, total delivery quantities could increase to as much as 4.1 million pounds. Annual quantities vary year-to-year, with lower delivery quantities in the early years, and higher quantities in the later years. Contract pricing has a fixed price component (fully indexed to inflation) and a spot market component, along with floor and ceiling prices (fully indexed to inflation). The Company expects to fill deliveries during the early years of these contracts from its significant existing produced inventories. In addition, the Company sold 300,000 pounds of U3O8 to the U.S. government for its newly established U.S. Uranium Reserve Program for total gross proceeds of $18.47 million. Deliveries during 2023 are expected to total 560,000 pounds of U3O8 at a weighted average sales price of approximately $58.00 to $60.00 per pound.

In addition, during 2022 and early 2023, the Company completed the purchase of 301,000 pounds of U3O8 for a weighted-average price of $50.01 per pound.

While the Company does not currently forecast the need to complete any spot sales in 2023 for cash generation purposes, uranium inventories, along with expected uranium production in 2023 and subsequent years, are expected to provide the Company with the flexibility to complete spot sales in 2023 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 2023.

The Rare Earth Element Market

REEs are a group of 17 chemical elements (the 15 elements in the lanthanum series, plus yttrium and scandium) that are used in a variety of clean energy and advanced technologies, including wind turbines, EVs, cell phones, computers, flat panel displays, advanced optics, catalysts, medicine, and national defense applications. 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. According to industry analyst Wood-Mackenzie (formerly Roskill Information Services (“Roskill”)), most demand for REE’s is in the form of separated REEs, “as most end-use applications require only one or two separated rare earth compounds or products.” (Roskill, Rare Earths, Outlook to 2030, 20th Edition). The main uses for REEs include: (i) battery alloys; (ii) catalysts; (iii) ceramics, pigments and glazes; (iv) glass polishing powders and additives; (v) metallurgy and alloys; (vi) permanent magnets; (vii) phosphors; and (viii) others (Adamas Intelligence). By volume, REEs used for permanent magnets (neodymium (Nd), praseodymium (Pr), dysprosium (Dy), and terbium (Tb)) and catalysts (cerium (Ce) and lanthanum (La)) comprised 60% of total consumption, yet over 90% of the value consumed.

Typical natural monazite sands from the southeast U.S. average about 55% TREO and 0.20% uranium, which is the typical grade of uranium found in uranium mines that have historically fed the Mill. Of the 55% TREO typically found in the monazite sands, the NdPr comprise approximately 22% of the TREO. NdPr are among the most valuable of the REEs, as they are the key ingredient in the manufacture of high-strength permanent magnets which are essential to the lightweight and powerful motors required in EVs and permanent magnet wind turbines used for renewable energy generation, as well as in an array of other modern technologies, including mobile devices and defense applications. Monazite also contains higher concentrations of “heavy” rare earths, including dysprosium (Dy) and terbium (Tb) used in permanent magnets, relative to other common REE ores.

The Company is currently primarily focused on NdPr and, to a lesser extent, La, Ce, Sm, Dy and Tb. The REE supply chain starts at the mine. REEs are mined both as a primary target, like the Mountain Pass REE mine in California, and as a byproduct, which is the case for Chemours’ Offerman Mineral Sand Plant, where the natural monazite sands are physically separated from the other mined sands mined. Mining creates an ore, which in the case of the Chemours material is the natural monazite sands that are physically separated from the other mined mineral sands. The ore will then go through a process of cracking and cleaning at the Mill that may include acids or caustic solutions, elevated temperature, and pressure to recover the uranium and free the REEs from the mineral matrix. After removal of the uranium and other radionuclides, which will be sold into the commercial nuclear fuel cycle for the creation of carbon-free nuclear energy, this solution is cleaned of any remaining deleterious elements (including remaining radioactive elements) and made into an RE Carbonate, which is a form acceptable as an SX feedstock for REE separation. SX facilities then use solvents and a series of mixer-settlers for the separation of the REEs in the RE Carbonate from each other and to create the desired purified REE products (often as oxides) for the market or particular end user. Separated REE products are typically sold to various markets, depending on the use. Separated REE products can be made into REE metals and metal-alloys, which are used for magnets and other applications.

To date, the Mill has produced an RE Carbonate, substantially all of which has been sold to Neo. The Mill is currently modifying and enhancing its existing SX facilities to result in an SX REE separation circuit at the Mill, capable of producing up to 1,000 MT of separated NdPr oxide per year. The Company is also currently evaluating the potential to produce other downstream REE materials, including REE metals and alloys, in the future at the Mill or elsewhere in the U.S.

REEs are commercially transacted in a number of forms and purities. Therefore, there is no single price for REEs collectively, but numerous prices for various REE compounds and materials. The primary value that the Company expects to generate in the short- to medium-term will come from NdPr, Dy, Tb, Ce, and La, as the price the Company receives from the sale of its RE Carbonate is tied to the prices of those REE oxides. In addition, the Company expects to produce separated REE oxides in the future. According to data from Asian Metal, NdPr Oxide (Pr6O11 25%; Nd2O3 75%) mid-point prices in China dropped approximately 16% during the year from ¥848/kg (about $133/kg) to ¥710 RMB/kg (about $103/kg). The price for NdPr Oxide at March 3, 2023 was ¥655/kg (about $95/kg). Ce Oxide (99.9%) mid-point prices in China dropped approximately 20% during the year from ¥8.85 RMB/kg (about $1.39/kg) to ¥7.05/kg (about $1.02/kg). The price for Ce Oxide at March 3, 2023 was ¥6.15 (about $0.89/kg). La Oxide (99.9%) mid-point prices in China price dropped approximately 14% during the year from ¥8.05/kg (about $1.27/kg) to ¥6.95 RMB/kg (about $1.00/kg). The price for La Oxide at March 3, 2023 was ¥5.85/kg (about $0.85/kg). Dy Oxide (99.5%) mid-point prices in China dropped approximately 14% during the year from ¥2,900/kg (about $456/kg) to ¥2,490/kg (about $360/kg). The price for Dy Oxide at March 3, 2023 was ¥2,040/kg (about $295/kg). Tb Oxide (99.99%) mid-point prices in China rose approximately 24% during the year from ¥11,315/kg (about $1,780/kg) to ¥14,000/kg (about $2,022/kg). The price for Tb Oxide at March 3, 2023 was ¥11,750/kg (about $1,702/kg).

The REE market is dominated by China, which produces 83% of refined REE products with other Asia Pacific operations providing an additional 15%. According to WoodMackenzie (formerly Roskill), “Prices for rare earths in the years to come will follow different trajectories based on their involvement with the magnet industry.” WoodMacKenzie forecasts that prices for magnet elements, including neodymium (Nd) and praseodymium (Pr), will remain elevated through 2050, supporting new primary and secondary supply. Prices for elements used as additives or fillers in magnets, namely terbium (Tb) and dysprosium (Dy), will see “short-term price support followed by a steady decline as supply availability improves.” Prices for other non-magnet elements, including cerium (Ce) and lanthanum (La), will remain stable at roughly the cost of production. Adamas Intelligence projects that global demand for magnet REE oxides to increase by five-fold between 2020 and 2030.

While China consumes the most REEs in its manufacturing industries, much of it is consumed in the manufacture of end-use goods for export and by non-Chinese companies operating within China. REE separation facilities are additionally located in Vietnam, India, as well as Silmet in Estonia, and use a variety of feedstocks and sources, with small-scale or experimental operational facilities located elsewhere (Russia included). The REE industry was primarily based on material extracted from monazites from 1891-1965, and monazites continued to provide substantial material through the late 1990s. The subsequent decline in monazite production stemmed from increased environmental concerns related to handling radioactivity and the

resulting waste, with facilities struggling to adequately address the ore’s uranium and thorium content and stringent licensing requirements. The Mill, however, is licensed to process uranium and thorium-bearing materials and does not face those issues.

More recently, China began importing monazite and recovering its uranium as a feed source for the nuclear industry, while concurrently producing RE Carbonate as a feed source for the REE industry. The Company sees its commercial production of RE Carbonate as the first step in an effort to restore the REE supply chain in the U.S., where one currently does not exist. Multiple potential domestic sources of mined mineral sands, including monazites, exist in North America and are potential feedstocks for the Mill; in addition, there is one producer of REEs from hard rock mining in California, which currently ships its material to Asia. On a global level, there is a potential to acquire natural monazite sands from the following locations: Australia, South Africa, Madagascar, New Zealand, the Philippines, Indonesia, Brazil, Malaysia, Thailand, India, Russia, and others.

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 anticipated rising REE prices.

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. 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).

During the year, the mid-point price of vanadium in Europe rose 8%, beginning the year at $8.75 per pound V2O5 as of December 31, 2021 and ending the year at $9.44 per pound V2O5 as of December 30, 2022. The price of vanadium was at its high of $12.25 per pound V2O5 between March 11, 2022 and April 7, 2022. The price of vanadium was at its low of $7.50 per pound V2O5 between October 14, 2022 and October 20, 2022. As of March 3, 2023, the price of vanadium is $10.78 V2O5.

As a result of strengthening vanadium markets, the Company sold 642,000 pounds of V2O5 (contained in FeV) in 2022 at a weighted average price of $13.67 per pound. The Company expects to continue to sell vanadium from its inventory into rising markets if they continue, failing which the Company plans to maintain its vanadium inventory for future sales at opportune times. The Company currently has an estimated 1.0 to 3.0 million pounds of V2O5 in its tailings solutions, which are available for future recovery, as market conditions warrant.

Competition

The uranium industry is highly competitive. The Company competes with mining and exploration companies for uranium sales, the acquisition of uranium mineral properties, and the procurement of equipment, materials and personnel necessary to explore, develop, and extract uranium from such properties. There is competition for a limited number of uranium 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. In addition, Energy Fuels competes with other uranium recovery companies, along with traders, brokers, financial institutions, converters, enrichers, and other market actors, including some that are state-owned and state-subsidized, for uranium sales. Due to the Company’s limited capital and personnel and the relative size of its operations, the Company may be at a competitive disadvantage compared to some other companies with regard to exploration and, if warranted, development of mining properties and securing uranium sales. The Company believes that competition for acquiring mineral prospects and completing uranium sales will continue to be intense in the future.

UUUU US Equity

UUUU · 10-K · period ended 2022-12-31

ITEM 1. DESCRIPTION OF BUSINESS

UUUU US Equity☆

UUUU · 10-K · period ended 2022-12-31

ITEM 1. DESCRIPTION OF BUSINESS

UUUU US Equity