efr-20241231
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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, 2024
or
☐ 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
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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. ☒
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. Yes ☐ No ☒
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).
Yes ☐ No ☒
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: $971.30 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 February 24, 2025 was 210,241,007.
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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 2024 Annual and Special 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, 2024.
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ENERGY FUELS INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2024
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GLOSSARY OF TECHNICAL TERMS 10
GLOSSARY OF REGULATORY AGENCIES AND EXCHANGES 11
ITEM 1. DESCRIPTION OF BUSINESS 13
ITEM 1A. RISK FACTORS 46
ITEM 1B. UNRESOLVED STAFF COMMENTS 72
ITEM 1C. CYBERSECURITY 72
ITEM 2. DESCRIPTION OF PROPERTIES 74
Overview 75
Summary of Mineral Reserves and Resources 79
The Nichols Ranch Project 84
The White Mesa Mill 99
The Pinyon Plain Project 106
The Roca Honda Project 115
The Sheep Mountain Project 122
The Bullfrog Project 130
The La Sal Project 136
The Toliara Project 147
The Donald Project 156
The Bahia Project 166
Non-Material Mineral Properties 172
Other Heavy Mineral Sand Projects 176
The Kwale Project 176
ITEM 3. LEGAL PROCEEDINGS 178
ITEM 4. MINE SAFETY DISCLOSURE 181
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER 182
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 182
ITEM 6. [RESERVED] 186
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 207
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 209
ITEM 9A. CONTROLS AND PROCEDURES 255
ITEM 9B. OTHER INFORMATION. 256
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 257
ITEM 11. EXECUTIVE COMPENSATION 257
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 257
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 257
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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; development of our properties; plans related to our business, such as the ramp-up of our uranium business and the expansion of our rare earth element (“REE”) initiatives, including work on our South Bahia heavy mineral sands (“HMS”) project in Brazil (the “Bahia Project”), our planned continued development of capabilities for the commercial separation of REEs at our White Mesa Mill (the “White Mesa Mill” or the “Mill”) in Utah, and our plans related to our recently acquired HMS properties, including the Kwale HMS project in Kenya (the “Kwale Project”) and the Toliara HMS and REE project in Madagascar (the “Toliara Project”) through the Company's acquisition of Base Resources Limited (“Base Resources” or “Base”), and the potential earn-in of up to a 49% joint venture interest in the Donald HMS and REE project in Australia (the “Donald Project”); plans related to our potential recovery of radioisotopes at the Mill for use in the production of targeted alpha therapy (“TAT”) medical treatments; any plans related to the acquisition of additional uranium or uranium/vanadium mineral properties; any plans relating to the ramp-up of production or ongoing operations at any of our uranium, uranium/vanadium and/or HMS properties; historic estimated of resources and reserves; production estimates; maintenance and renewal of permits; expectations that the Company will be successful in working with the Government of Madagascar to formalize fiscal and other terms applicable to the Toliara Project through an investment agreement, amendments to existing laws or other mechanisms as appropriate; any expectation that a positive FID will be made for the Toliara Project, Donald Project or Bahia Project and the timing of any such positive FIDs; any expectation that the Toliara Project, Donald Project and/or Bahia Project will be developed; and expectations for the outcome of pending litigation. 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 forward-looking 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; cybersecurity risks associated with critical and other highly sensitive minerals of international interest, which are key to national security; litigation risks; risks associated with the restart and subsequent operation of any of our uranium, uranium/vanadium and HMS mines; risks associated with our commercial production of an REE carbonate (“RE Carbonate”) or separated REE oxides and the planned expansion of such production, and risks associated with the exploration and development of our Toliara Project, Donald Project and Bahia Project; risks associated with the reclamation and closure of our Kwale Project; risks associated with the potential recovery of radioisotopes for use in the Company’s TAT initiatives; risks associated with successfully closing and integrating potential business and mineral acquisitions into Company operations; risks associated with our joint ventures; international risks, including geopolitical and country risks, risks associated with negotiating and maintaining satisfactory fiscal and stability arrangements and obtaining foreign country government approvals on a timely basis or at all, and expropriation risks; risks associated with the failure of the Government of Madagascar to formalize fiscal and other terms applicable to the Toliara Project through an investment agreement, amendments to existing laws or other mechanisms as appropriate; risks associated with increased regulatory requirements applicable to our operations in response to pressure from special interest groups or otherwise; 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:
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•global economic risks, including the occurrence of unforeseen or catastrophic events, such as political unrest, wars or the emergence of a widespread health emergency, which could create operational, economic and financial disruptions for an indeterminate period of time that could materially impact 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 changes in market conditions;
•uncertainties and liabilities inherent to conventional mineral extraction and recovery and/or in situ recovery (“ISR”);
•risks associated with our commercial production of RE Carbonate, separated NdPr, REE oxides, and potentially other REE and REE-related value-added products (collectively, “REE products”) at the Mill or elsewhere, including risks: that we may not be able to produce REE products 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; of not being able to sell our REE products at acceptable prices; 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 changes to federal, state and/or local administrations that could negatively impact our business;
•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 extraction without comparable replacements;
•risks associated with labor costs, labor disturbances and unavailability of skilled labor;
•risks associated with availability and/or fluctuations in the costs of raw materials and consumables used in our production;
•risks and costs associated with environmental compliance and permitting, including those created by changes in environmental legislation and regulation, changes in regulatory attitudes and approaches, and delays in obtaining permits and licenses;
•risks associated with increased regulatory requirements applicable to our operations;
•risks associated with our dependence on third parties in the provision of transportation and other critical services;
•risks associated with defects to title of our mineral properties, or our ability to obtain, extend or renew land tenure, including mineral leases and surface use agreements, and 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 limited significant experience in our key industries;
•competition for, among other things, capital, mineral properties and skilled personnel;
•the adequacy and costs of retaining, our insurance coverage, and 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 resolution;
•our ability to meet our obligations to our creditors and to access credit facilities on favorable terms;
•failure to complete and integrate proposed acquisitions, and/or incorrectly assess the value or risks associated with acquisitions;
•risks associated with the Toliara Project, including: risks associated with the failure of the Government of Madagascar to formalize fiscal and other terms applicable to the Toliara Project through an investment agreement, amendments to existing laws or other mechanisms as appropriate; risks associated with adding monazite to the Toliara Project’s mining permit on a timely basis, or at all; risks associated with the ability of the Company to maintain suitable fiscal terms with the Government of Madagascar over time; country risks, including the risk of government instability and expropriation risks; risks of challenges by special interest groups and other parties; and risks associated with reclamation of the Kwale Project;
•human rights-related risks associated with the conduct of business in foreign countries, including risks associated with potential occurrences of forced labor, child labor and sex trafficking, that the Company may not be able to identify and address;
•risks associated with a Brazilian federal or state government with respect to permitting of future exploration or production at the Bahia project or enacting additional conservation units or environmental protection areas or implementing management plans in connection therewith that could impact planned exploration or production at the Bahia Project;
•risks associated with fluctuations in price levels for HMS products, including the prices for ilmenite, rutile, titanium and zircon, which could impact planned production levels or the feasibility of production;
•risks posed by fluctuations in share prices, exchange rates, interest rates, general economic conditions, and lack of dividends;
•risks inherent in our and industry analysts’ forecasts/predictions of future uranium, vanadium, copper (if and when produced) HMS product and REE price levels, including prices for RE Carbonates, separated REE oxides and other REE products;
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•market prices of uranium, vanadium, REEs, heavy mineral concentrate (“HMC”), HMS products and (if relevant) copper, which are cyclical and substantially variable;
•risks associated with future uranium sales, if any, being required to be made at spot prices, unless we are able to continue to enter into new long-term contracts at satisfactory prices in the future;
•risks associated with our vanadium and REE product sales, generally being required to be made at spot prices;
•risks associated with HMC and its component sales, if any, being tied to ilmenite, rutile, leucoxene and zircon spot prices as well as derived-product titanium and zirconium 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, copper (if and when produced), HMS and its components or RE Product sales terms;
•risks that we may not be able to fulfill all our sales commitments out of inventories or production and may be required to fulfill deliveries through spot purchases at a loss or through other negotiated means that are unfavorable to the Company;
•risks associated with any expectation that we will successfully help in the cleanup of historic abandoned uranium mines;
•risks associated with asset impairment due to market conditions, and lack of access to markets and the ability to access capital;
•risks associated with our ability to raise debt financing as may be required or desirable;
•risks associated with public and/or political resistance to nuclear energy or uranium extraction and recovery;
•uranium industry competition, international trade restrictions and the impacts they have on world commodity prices of foreign state-subsidized production, and wars or other conflicts influencing international demand and commercial relations;
•risks associated with foreign government actions, policies and laws and foreign state-subsidized enterprises with respect to REE production and sales, which could impact REE prices, access to global and domestic markets for the supply of REE-bearing ores, and our sale of RE Carbonate, REE oxides or other REE products and services globally and domestically;
•risks associated with governmental or regulatory agency actions, policies, laws, regulations and interpretations with respect to nuclear energy or uranium extraction and recovery, and to HMS, REE and other mineral extraction and recovery activities;
•risks related to potentially higher than expected costs related to any of our projects or facilities;
•risks related to stock price, volume volatility and market events and our ability to maintain listings in various stock indices;
•risks related to our ability to maintain our listings on the NYSE American and the Toronto Stock Exchange (“TSX”);
•risks related to dilution of currently outstanding shares from additional share issuances, and/or depletion of assets;
•risks related to our issuance of additional freely tradeable common shares of the Company (“Common Shares”) under our At-the-Market program (“ATM”) or otherwise to provide adequate liquidity in depressed commodity market situations;
•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 including heightened risks of expropriation of assets, business interruption, increased taxation, import/export controls, or unilateral modification of concessions and contracts;
•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;
•risks of land exchanges between federal and state agencies that may impact our unpatented mining claims and other rights;
•risks related to our potential recovery of radioisotopes at the Mill for use in our TAT initiatives, including a risk of technological or market changes that could impact the industry or our competitive position, and 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; and the cancer treatment therapeutics will receive the required approvals and will be commercially successful; and
•risks that we will not acquire our planned joint venture interest in the Donald Project, or that the Bahia Project, Toliara Project and Donald Project will not reach a positive FID.
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 in interest rates and foreign exchange rates; that the supply and demand for, deliveries of, and the level and volatility of prices of uranium, vanadium, HMC, HMS products, REE products and our other primary metals, radioisotopes and minerals develop as expected; that uranium, vanadium, HMC, HMS product, REE product and REE prices required to reach, sustain or increase expected or forecasted production levels are realized as expected; that our HMS production, RE Carbonate production, production of separated REE oxides or any other proposed 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
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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 or interpretations that would materially increase regulatory compliance costs, bonding costs or licensing/permitting requirements; that there are no significant amendments to mining laws, including the imposition of any royalties on minerals extracted from federal lands; that there are no designations of national monuments, mineral withdrawals, land exchanges or similar actions, which could adversely impact any of our material properties or our ability to operate any of our material properties; that there are no additional conservation units or environmental protection areas or management plans or unanticipated restrictions that could impact planned exploration or production at or restrict the Company’s ability to or prevent the Company from exploring or mining significant portions of the Company’s Bahia Project or its other projects; that the Company is able to receive all required approvals, fiscal terms and permits from foreign governments; that there is no instability in foreign countries that would be expected to materially impact any of the Company's existing or potential projects; 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 following section headings in Part I of this Annual Report: 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. 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 (the “SEC”) reporting purposes, a majority of our outstanding voting securities are held by U.S. residents, we are required to report our financial results under generally accepted accounting principles in the U.S. (“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.
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, 2024, and in the documents incorporated by reference herein, have been prepared in accordance with both 17 CFR Subparts 220.1300 and 229.601(b)(96) (collectively, “S-K 1300”), the SEC’s mining disclosure framework effective as of 2021, and Canadian National Instrument 43-101 - Standards of Disclosure for Mineral
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Projects (“NI 43-101”), a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Furthermore, all mineral estimates constituting mining operations that are material to our business or financial condition included in this Annual Report 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 Reserves as 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, as of December 31, 2024, the Company was classified as a production stage issuer because it is engaged in the material extraction of mineral reserves on at least one material property. In late 2023, the Company commenced uranium production at three of its material properties, namely the Pinyon Plain Project and the La Sal and Pandora mines (each of the La Sal and Pandora mines constitutes a portion of the La Sal Project). The Pinyon Plain Project includes a Mineral Reserve and is considered by the Company to have reached viable commercial production as of April 1, 2024.
All mineral disclosure reported in this Annual Report 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
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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.
•Production Stage Issuer: is an issuer that is engaged in material extraction of mineral reserves on at least one material property.
•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:
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(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
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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;
(c) has experience relevant to the subject matter of the mineral project and the technical report;
(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 natural material 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.
•HMC: Heavy Mineral Sand concentrate, containing approximately 80-90% heavy minerals.
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•HMS: Heavy Mineral Sand.
•HMS products: salable products produced from the separation of HMS, including ilmenite, rutile and zircon.
•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.
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•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.
•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.
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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 of Incorporation to consolidate its issued and outstanding, freely tradable Common Shares on the basis of one post-consolidation Common Share for every 50 pre-consolidation Common Shares (the “Consolidation”).
The Company’s U.S.-based assets, which include uranium, vanadium and REE extraction, recovery, permitting, evaluation and exploration assets, are held directly and indirectly, as the case may be, by the Company’s wholly owned subsidiaries Energy Fuels Holdings Corp. (“EF Holdings”) and Strathmore Minerals Corp. (“Strathmore”). The Company, through its wholly owned subsidiary Energy Fuels Brazil Ltda., acquired the Bahia Project in the State of Bahia, Brazil on February 10, 2023, which consists of 19 mineral concessions totaling approximately 41,951 acres or 65.5 square miles. 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.
On June 3, 2024, the Company executed binding agreements (collectively, the “JV Agreements”) with Astron Corporation Limited (“Astron”) for the creation of a joint venture (the “Donald Project JV”) to jointly develop and operate the Donald Project. As of December 31, 2024, the Company owns 4.49% of the Donald Project JV. See “Part I, Item 1. Material Transactions and Corporate Developments,” below for more information.
On August 16, 2024, the Company acquired RadTran LLC (“RadTran”), a private company specializing in the separation of critical radioisotopes, to further the Company’s plans for development and production of medical isotopes used in cancer treatments. See “Part I, Item 1. Material Transactions and Corporate Developments,” for more information.
On October 2, 2024, the Company acquired Base Resources, which owns the now-winding-down Kwale HMS project in Kenya and the Toliara HMS and REE development project in Madagascar, further increasing its portfolio of other HMS/monazite/REE projects around the world. See “Part I, Item 1. Material Transactions and Corporate Developments,” for more information.
A diagram depicting the organizational structure of the Company and its subsidiaries, including the name, place of incorporation and proportion of ownership interest of each entity, is included as Exhibit 21.1 to this Annual Report. Energy Fuels 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 U.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. 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 Canadian provinces. 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.
Business Overview
We responsibly produce several of the raw materials needed for clean energy and advanced technologies, including uranium, vanadium, HMS and REE. The Company owns conventional uranium, uranium/vanadium and HMS properties and projects in
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various stages of operation, development, exploration and permitting, as well as fully permitted uranium and uranium/vanadium projects on standby.
The Mill is working to establish itself as a critical minerals hub in the U.S. with its uranium, vanadium, REE and potential radioisotope production. 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 to manufacture permanent magnets for electric vehicles (“EVs”), hybrid EVs, wind turbines, advanced robotics, defense technologies and other technologies. The radioisotopes we are evaluating recovering from our REE and uranium processing streams have the potential to provide materials needed for emerging TAT cancer-fighting therapeutics.
In addition, Energy Fuels recovers uranium from other uranium-bearing materials not derived from natural or native ores, referred to as “Alternate Feed Materials,” at its Mill, thereby recycling materials back into the market that would otherwise be lost to direct disposal.
The Company is currently acquiring monazite from a third-party miner in Florida and Georgia, which it processes into RE Carbonate and separated REEs.
The Company has also secured its own sources of uranium- and REE-bearing monazite sands in furtherance of a fully integrated U.S.-based REE supply chain, which include:
•The Toliara Project in Madagascar acquired through the Company's 100% acquisition of Base Resources on October 2, 2024 (see “Part I, Item 1. Description of Business - Material Transactions,” and “Part I, Item 2. Description of Properties - The Toliara Project” below).
•The Donald Project in Australia through the Company's Donald Project JV, which was created on June 3, 2024 when the Company executed JV Agreements with Astron to jointly develop and operate the Donald Project JV (see “Part I, Item 1. Description of Business - Material Transactions,” and “Part I, Item 2. Description of Properties - The Toliara Project” below).
•The Bahia Project in Brazil acquired in February 2023 (“Part I, Item 2. Description of Properties - The Bahia Project” below).
The very heart of our business – uranium and rare-earth production and recycling – helps us play a part in addressing global climate change, reducing air pollution, and making the world a cleaner and healthier place.
Segment Information
Following the Company's acquisition of Base Resources (see “Part I, Item 1. Material Transactions and Corporate Developments,” below), the Company reevaluated its segments to reflect its operations and certain changes in the financial information regularly reviewed by the Company's Chief Operating Decision Maker (“CODM”).
Following this reevaluation, the Company has three reportable segments based on its operations and the financial information regularly reviewed by the CODM: (i) uranium, (ii) HMS and (iii) REE.
The uranium segment engages in conventional and ISR uranium extraction, recovery and sales of uranium from mineral properties and the recycling of uranium-bearing materials generated by third parties along with the exploration, permitting and evaluation of uranium properties in the United States. As part of these activities, the Company also acquires, explores, evaluates and, if warranted, permits uranium properties. The Company's final uranium product is natural uranium concentrate, or U3O8, which is sold to customers for further processing into fuel for nuclear reactors. The Company also produces vanadium pentoxide, V2O5, as a co-product of uranium at the Mill within the uranium segment. In addition, within the uranium segment, the Company is exploring opportunities to separate radium-226 and radium-228 as a byproduct of uranium and thorium process streams in its existing mines for potential use in the production of medical isotopes for emerging targeted alpha therapy (“TAT”) cancer treatments.
The HMS segment engages in the exploration, development and recovery of HMS at the Kwale Project (now in reclamation), Bahia Project, Toliara Project and the Company's equity method investment in the Donald Project JV. The Company has recovered HMS, with its stand-alone ilmenite, rutile and zircon to provide sources of titanium (“TiO2”) and zirconium (“ZrO2”) from the now-winding-down Kwale Project and plans to recovery HMS, TiO2, ZrO2 and monazite from its Bahia Project, Toliara Project and interest in the Donald Project, once all permitting and approvals are received and development is completed at those projects.
The REE segment is engaged in the Company's initiatives to progress towards full REE separation capabilities at the Mill to produce both “light” and (in the future) “heavy” separated REE oxides. The Company has been producing a mixed RE Carbonate from third-party sourced monazite sands at the Mill since 2021. During the year ended December 31, 2024, Energy Fuels completed the modifications and enhancements of its infrastructure at the Mill (“Phase 1”) to install the capacity to
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produce up to 800 – 1,000 metric tons (“tonnes”) of separated NdPr per year from monazite, from which the Company produced 38 tonnes of separated NdPr during 2024. Now that the Company has developed and commissioned its Phase 1 REE separation circuit, the Company’s focus will be on the production of separated REE products rather than the continued production of mixed RE Carbonate. The Company expects to procure monazite through Company-owned mines like the Toliara Project and Bahia Project, as well as its joint venture interest in the Donald Project and other potential joint ventures or other collaborations, in each case upon successful development of the projects and open market purchases.
Uranium Segment
Our primary product is U3O8 (also known as natural uranium concentrate), which, when further processed, becomes the fuel for the generation of clean nuclear energy. According to the most recent data from the Nuclear Energy Institute, nuclear energy provides 18% of the total electricity and 46% of the clean, carbon-free electricity generated in the U.S. The Company generates uranium revenues from extracting and processing materials for the recovery of uranium (and vanadium) for our own account, as well as from purchasing and 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 (and the projects of others), as market conditions warrant. 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 is the only conventional uranium mill, and the only uranium, vanadium and REE recovery facility operating in the U.S., and has a licensed capacity to produce over 8 million pounds of U3O8 per year.
In 2022, we entered into three long-term uranium contracts with major U.S. utilities, and in 2024, we entered into a fourth long-term contract with a major U.S. utility. During 2025, the Company expects to sell 200,000 to 300,000 pounds of uranium under these contracts during Q2- and Q3-2025, ramping up to 630,000 to 880,000 pounds of U3O8 sales in 2026. To deliver under these contracts, the Company commenced ore production at three (3) of its conventional uranium mines in late-2023, Pinyon Plain, La Sal and Pandora, located in Arizona and Utah. During the year ended December 31, 2024, the Company mined ore containing 350,000 pounds of U3O8 from these three mines.
Conventional Operations
The Company conducts its conventional uranium, vanadium and potential medical radioisotope extraction (along with REE activities discussed below) and recovery activities through the Mill, which is the only operating conventional uranium mill, and the only uranium 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 produce over 8 million pounds of U3O8 per year. It is primarily a uranium recovery facility but can also recover REEs and vanadium from various uranium ores. During the year ended December 31, 2024, the Company recovered 158,000 pounds of uranium at the Mill including 2,000 pounds of uranium from its monazite processing. An additional 4,000 pounds of uranium from its monazite processing is expected to remain in circuit and not be packaged until 2025 or later. The Mill can recycle other uranium-bearing materials not derived from natural or native ores, known as Alternate Feed Materials, for the recovery of uranium, alone or in combination with other metals. In addition, the Mill is also evaluating the potential to recover certain radioisotopes from its existing process streams that can be used for TAT medical purposes.
The Mill has historically operated on a campaign basis, whereby mineral processing occurs as mill feed, contract requirements and/or as market conditions warrant. Over the years, Company-owned and third-party owned conventional uranium properties in Utah, Colorado, Arizona and New Mexico have been both active and on standby in response to changing market conditions.
Once production is fully ramped up at the three mines, which is currently planned for 2025, the Company expects to be producing uranium at a run-rate of approximately 1.1 to 1.4 million pounds per year. Ore mined from the three mines during 2025 will be stockpiled at the Mill and be available for processing that may start as early as 2025 but may be deferred to later years, depending on market conditions, contract requirements and the Mill’s schedule. The Company is also preparing one (1) conventional mine (the Whirlwind mine) to commence uranium production within one year from a “go” decision, which (when combined with the Nichols Ranch ISR Project discussed below) would increase Energy Fuels' uranium production to a run-rate of over two (2) million pounds of U3O8 per year.
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During the year ended December 31, 2024, the Company continued to produce uranium from its alternate feed recycling program, which totaled approximately 158,000 pounds of finished U3O8. During 2025, the Company expects to mine ore from its Pinyon Plain, La Sal and Pandora mines containing 730,000 to 1,170,000 pounds of U3O8, depending on mining rates, contract requirements, and market conditions. In addition, the Company expects to receive additional alternate feed materials, cleanup material and to purchase ore from 3rd party miners containing approximately 160,000 to 200,000 pounds of U3O8, which when combined with the mined ore is expected to result in an increase in uranium contained in ore inventories and work in process during the year by 890,000 to 1,370,000 pounds of U3O8. The Company also expects to produce between 200,000 and 250,000 pounds of finished U3O8 during the first half of 2025 from existing conventional ore inventories and Alternate Feed Materials.
Additionally, the Company is preparing one additional conventional mine in Colorado (Whirlwind) for expected production within one year from a “go” decision and is advancing several other large-scale U.S. mine projects in order to increase uranium production in the coming years in response to potentially strong uranium market conditions. With strong market conditions, the Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels’ uranium production to a run-rate of over two million pounds of U3O8 per year as early as 2026. In 2025, the Company plans to continue to advance permitting and development on the Roca Honda and Bullfrog projects, which together with the Company's Sheep Mountain Project, could expand the Company’s uranium production to a run-rate of up to five million pounds of U3O8 per year in the coming years, as market conditions warrant. The Company also expects to commence an ore buying program from third-party conventional miners in 2025, which is expected to further increase the Company's uranium production profile. As the Company is ramping up its uranium production, it can rely on its uranium inventories and potential purchases of U.S. origin uranium on the spot market to supplement its uranium production if necessary to fulfill its contract requirements.
The Company will continue to selectively sell its vanadium pentoxide (“V2O5”) inventory (approximately 905,000 pounds as of December 31, 2024) on the spot market as markets warrant, but will otherwise continue to maintain it in inventory. No vanadium production is currently planned for 2025, though the Company continually monitors its inventory and vanadium markets to guide future potential vanadium production.
The Company currently has approximately 393,000 pounds of finished U3O8 inventory held at the Mill and at conversion facilities owned by ConverDyn and Cameco, along with approximately another 725,000 pounds of U3O8 contained in stockpiled Alternate Feed Materials, mineralized material inventory and work in process that is expected to be processed for recovery in the future. 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 “ISR Extraction Recovery Activities.”
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, which is an operating 2,000 ton-per-day uranium, vanadium and REE processing facility located in Utah and held through the Company’s subsidiary EFR White Mesa LLC. See “Part I, Item 2. The White Mesa Mill”;
•the Pinyon Plain Project, which is a fully permitted and operating uranium project with all surface facilities and a shaft in place (see “Part I, Item 2. The Pinyon PlainProject”);
•the La Sal Complex of uranium and uranium/vanadium projects (the “La Sal Project”) (see “Part I, Item 2. The La SalProject”) and the Whirlwind uranium/vanadium project (the “Whirlwind Project”), both of which are located near the Colorado/Utah border (the “Colorado Plateau”) and, in addition to nearby exploration properties, are held by the Company’s subsidiary EFR Colorado Plateau LLC. See “Part I, Item 2. Non-Material Mineral Properties – OtherConventional Projects – Colorado Plateau”;
•the Roca Honda Uranium Project (the “Roca Honda Project”), which is located near the town of Grants, New Mexico, held by the Company’s subsidiaries Strathmore Resources (US), Ltd. and Roca Honda Resources LLC. See “Part I, Item 2. The Roca Honda Project”;
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•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 “Part I, Item 2. The Sheep Mountain Project”;
•the Bullfrog Project (the “Bullfrog Project”), which is located in south central Utah near the town of Ticaboo, and which is held by the Company’s subsidiary EFR Henry Mountains LLC. See “Part I, Item 2. The Bullfrog Project”;
•the Wate project (the “Wate Project”), which is a uranium deposit in the permitting stage; the Arizona 1 Project, which is a fully permitted uranium project on standby; and the EZ properties, which are uranium deposits in the exploration and evaluation stage. All of the Company’s Arizona Strip properties are held by the Company’s subsidiary EFR Arizona Strip LLC, with the exception of the Wate Project, which is held by the Company’s subsidiary Wate Mining Company LLC. See “Part I, Item 2. Non-MaterialMineral Properties – Other Conventional Uranium Projects – Arizona Strip”; and
•a number of non-core uranium properties, which are held in various of the Company’s subsidiaries. See “Part I, Item 2. Non-Material Mineral Properties.”
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, if and when put into production would include an ISR satellite processing plant (the “Hank Satellite Plant”) that, when constructed, would produce loaded-resin, and associated planned wellfields (together, 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 and 19% by United Nuclear, LLC (see “Part II, Item 8. Financial Statements and Supplementary Data - Note 18 Related Party Transactions”).
The Nichols Ranch Project is an ISR facility with production 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 2014. In 2015, the Company commenced construction of an elution circuit at the Nichols Ranch Plant, which was completed and began operations in early 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 2024 and expects to recover de minimis quantities of U3O8 in 2025, unless production recommences in 2025. Nichols Ranch is expected to be able to ramp back up to commercial production levels with limited required capital within approximately six to twelve months of a decision to recommence production. While production at the Nichols Ranch Project is currently being maintained on standby, the Company is undertaking exploration and development activities to expand the resources at the Nichols Ranch Project and to further develop a wellfield to be ready for potential recommencement of production within 12 months of a “go" decision. See “Part II, Item 7. Operations Update and Outlook for 2025: ISR Extraction and Recovery Activities.”
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 “Part I, Item 2. Non-Material Mineral Properties.”
In 2024, the Company conducted delineation drilling at the Nichols Ranch Project to plan out future wellfields to be ready for potential recommencement of production in late 2025 or 2026. In addition, in 2025, the Company is conducting additional infill
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drilling on land associated with the Jane Dough portion of the Nichols Ranch Project held by the Arkose JV. See “Part I, Item 2. The Nichols Ranch Project, The Company’s Planned Work”.
Following the completion of delineation drilling of the Juniper Zone at the Company's Pinyon Plain Project in 2025, the Company plans to update the Mineral Resource associated with the Juniper Zone and declare a Mineral Reserve on the Juniper Zone if mining of the Juniper Zone indicates positive economics. See “Part I, Item 2. The Pinyon Plain Project, The Company’s Planned Work.”
Recovering Medical Isotopes for Advanced Cancer Therapies
TAT is an in-development method of targeted radionuclide therapy for 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.
Since July 2021, Energy Fuels and RadTran, a private company specializing in the separation of critical radioisotopes, have been working under a Strategic Alliance Agreement to evaluate the feasibility of recovering Ra-226 and Ra-228 from existing uranium process streams at the Mill. Recovered Ra-226 and Ra-228 would be made available to the pharmaceutical industry and others to enable the production of Ac-225, Pb-212 and potentially other leading medically attractive TAT isotopes. These isotopes are critical components in the development of targeted alpha therapies, which offer promising new treatments for various cancers. The global shortage of Ra-226 and Ra-228 currently presents a significant barrier to the advancement and commercialization of these therapies.
Energy Fuels received regulatory approval and licensing in 2023 for the concentration of R&D quantities of Ra-226 at the Mill and is currently completing test work and engineering on its R&D pilot facility for Ra-226 production. During the remainder of 2025, Energy Fuels plans to set up the first stages of the pilot facility and expects to produce R&D quantities of Ra-226 for testing by end-users of the product. Upon successful production of R&D quantities of Ra-226, Energy Fuels plans to develop capabilities at the Mill for the commercial-scale production of Ra-226 and potentially Ra-228 in 2027-2028, conditional on completion of engineering design, securing sufficient offtake agreements for final radium production, and receipt of all required regulatory approvals. The Company’s current R&D activities are being conducted using existing Mill facilities without the need for capital improvements of any significance. Capital development for future commercial production capabilities, upon successful production at the R&D level, would be expected to be supported by future offtake agreements for radium production.
On August 16, 2024, the Company acquired RadTran, to further the Company’s plans for development and production of medical isotopes used in cancer treatments. RadTran’s expertise includes separation of Ra-226 and Ra-228 from uranium process streams. This strategic acquisition is expected to significantly enhance Energy Fuels’ planned capabilities to address the global shortage of these essential isotopes used in emerging TAT for cancer treatment.
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Under the Acquisition, the purchase price paid by Energy Fuels to the owners of RadTran consisted of: (i) on closing, $1.5 million in cash, $1.5 million in Common Shares and the grant of a 2% royalty on future revenues from the sale of produced radium, as well as certain other contractual commitments; and up to an additional $14 million in cash and Common Shares based on the satisfaction of a number of performance-based milestones, including achieving initial production, securing suitable offtake agreements to justify commercial production and reaching commercial production. See Note 3 – Transactions to the consolidated financial statements for more information.
There are a number of risks inherent to the Company’s isotope activities. See “Item 1A. Risk Factors” under Item 1A, below.
Heavy Mineral Sands Segment
Heavy mineral sands (“HMS”) are typically old beach or dunal sands that contain concentrations of important titanium minerals (including rutile and ilmenite), zircon and monazite. These minerals are physically heavy and are also called ‘heavy minerals’.
The titanium and zircon minerals can be used for a variety of industrial purposes and are found in a range of everyday consumer goods such as pigment for paint, paper and plastics as well as toothpaste, sun cream and homewares such as ceramics. Monazite is a rich source of rare earth elements prized for their use in permanent magnets, mostly for electric vehicle traction motors, advanced robotics, defense technologies, and direct drive wind turbines.
Because of their widespread use in industrial and consumer goods, demand for HMS is strongly linked to global GDP growth and, in the case of monazite, the world’s green energy transition and deployment of advanced technologies. New housing construction, health of emerging economies and the seasonal northern hemisphere painting season (dry and warm months) are all key drivers of demand for mineral sands.
Since 2021, the Company has been acquiring monazite from The Chemours Company's HMS operations in Florida and Georgia, USA, which it has used for the production of RE Carbonate and separated NdPr at the Mill.
As part of its strategy to procure monazite, the Company has acquired the Toliara Project in Madagascar through its acquisition of Base Resources, the Bahia Project in Brazil and a joint venture interest in the Donald Project in Australia, each of which the Company believes holds significant quantities of HMS, including monazite. As part of the Base Resources acquisition, the Company also acquired the Kwale Project in Kenya, which has ceased production at the end of 2024 and is currently in reclamation.
The Toliara Project
The Toliara Project is an HMS and REE project located in southwestern Madagascar that is in the permitting and development phase. The Ranobe deposit, which forms the basis of the Toliara Project, is located some 18 km inland and 45 km north of the regional port town of Toliara, approximately 640 km southwest of Antananarivo, the capital of Madagascar. The Company is currently working with the Government of Madagascar to formalize fiscal and other terms applicable to the Toliara Project through an investment agreement, amendments to existing laws or other mechanisms as appropriate, which includes adding monazite to the exploitation permit. The Company is also progressing towards a final investment decision (“FID”). It is expected to take until February 2026 to complete the following necessary work to reach a FID:
•completion of the necessary land acquisitions;
•finalization of funding arrangements;
•addition of monazite as a mineral for exploitation to Permis D'Explotation 37242;
•the formalization of fiscal terms with the Government of Madagascar; and
•entry into of offtake agreements and major construction contracts.
(see “Part I, Item 2. The Toliara Project”)
The Donald Project
The Donald Project is an HMS and REE project in the permitting and development phase, located in the Wimmera region of Victoria, Australia. It is located approximately 300 km northwest of Melbourne. The Company has the right to earn up to a 49% interest in a joint venture on the project, by investing AUD$183 million in the project and issuing $17.5 million in shares. As of December 31, 2024, the Company has earned a 4.49% interest in the joint venture.
The Company is currently funding a Pre-FID budget to move the Donald Project to a FID. Ongoing work includes final permitting efforts, community engagement, final engineering design, and updating the JORC compliant Mineral Resources and Ore Reserves to S-K 1300 and NI 43-101 compliant Mineral Resources and Mineral Reserves. The Company plans to spend
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approximately AUD$22.3 million (approximately $13.9 million at December 31, 2024 exchange rates) during the Pre-FID period. (see “Part I, Item 2. The Donald Project”).
The Bahia Project
The Bahia Project is an HMS and REE project comprised of 19 heavy minerals concessions covering 41,951 acres or 65.5 square miles located in Brazil, that is in the exploration/permitting phase. The Company plans to restart is drilling program in 2025 once the appropriate permits and surface access arrangements are in place. In addition to the Company-owned sonic drill rig, the Company plans to employ a contract drill rig to increase the overall pace of drilling at the Project with the goal of getting enough information to declare a S-K 1300 compliant initial assessment and NI 43-101 compliant technical report in late 2025 or early 2026. The Company is also advancing its permitting efforts at the Bahia Project to include baseline studies and other necessary studies to move the Bahia Project forward. (see “Part I, Item 2. The Bahia Project”).
The Kwale Project
The Company also acquired the Kwale Project in Kenya as part of its acquisition of Base Resources. Mining at the Kwale Project commenced in 2013 and recently concluded at the end of December 2024, following depletion of the remaining ore reserves. Between October 2, 2024 and December 31, 2024, the Company sold 48,302 tonnes, 17,529 tonnes, and 2,477 of ilmenite, rutile, and zircon, respectively, from the Kwale Project, generating $39.87 million in revenues. Processing activities concluded in early January 2025. The sale of all remaining product stockpiles is underway and expected to be completed during the first quarter of 2025. Reclamation has been ongoing throughout the life of the Kwale Project and will continue until all the mining areas are fully reclaimed, scheduled for completion in 2025 with monitoring for a further 2 years prior to final site handover to the Government of Kenya. Reclamation of the tailings storage facility on site has commenced and is expected to be completed in 2027, with ongoing post-closure monitoring continuing through 2037. (see “Part I, Item 2. Non-Material Mineral Properties – Kwale Project”).
Mineral Exploration
As described above, the Company plans to restart its drilling program at the Bahia Project in 2025, once the appropriate permits and surface access arrangements are in place, with the goal of getting enough information to declare an S-K 1300 compliant initial assessment and NI 43-101 compliant technical report in late 2025 or early 2026. See “Part I, Item 2. The Bahia Project, The Company’s Planned Work.” In addition, the Company has been granted prospecting licenses in Kenya and is actively exploring one of these, which is located to the south of the Company’s Kwale operations, with an auger drill program in progress.
HMS Operations Managed out of the Company’s Perth, Australia, Office
The monazite concentrates produced from the Toliara, Donald and Bahia projects is expected to be shipped to the Company’s White Mesa Mill in Utah for processing into separated REE products. (See below). The Company’s HMS operations are managed out of the Company’s office in Perth Australia. As at December 31, 2024, 1,160 of the Company’s 1,370 employees were involved in the Company’s HMS operations.
Rare Earth Elements Segment
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.
The Company continues to advance its REE program at the Mill, along with the Mill’s uranium production, to fully capitalize on the Mill's unique and valuable capabilities. To further its REE initiatives, the Company constructed enhancements and modifications to existing circuits at the Mill for commercial separation of NdPr, while at the same time producing a “heavies” (Sm+) RE Carbonate. The Company completed construction of Phase 1 in late Q1-2024, fully commissioned its project in Q2-2024 and completed its initial run in Q3-2024. See “REE Separation Circuits at the Mill” below.
REE Separation Circuits at the Mill
The Company continues to make progress toward full REE separation capabilities at the Mill to produce both “light” and “heavy” separated REE oxides in the coming years. The Company produced a mixed RE Carbonate from monazite sands at the Mill between 2021 and 2024. In 2024, Energy Fuels completed the modification and enhancement of its infrastructure at the Mill (“Phase 1”), described in more detail below, which is now capable of producing up to 850 – 1,000 tonnes of separated
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NdPr. The Company is also planning further enhancements to expand its NdPr production capability and to produce separated dysprosium (“Dy”), terbium (“Tb”) and potentially other REE materials in the future (“Phase 2”), described in more detail below, from monazite concentrates. The Company is focused on monazite at the current time, as it has superior concentrations of these four critical REEs (NdPr, Dy and Tb) compared to many other REE-bearing minerals. These REEs are used in the powerful neodymium-iron-boron (“NdFeB”) magnets that power the most efficient EVs and hybrid EVs, along with uses in other clean energy and defense technologies. The grade of uranium contained in the monazite, which is generally comparable to typical Colorado Plateau uranium deposits, will also be recovered at the Mill.
In 2022, the Company began development of its Phase 1 REE separation facilities at the Mill, which were completed in late Q1-2024, fully commissioned in Q2-2024 with the initial run completed in Q3-2024. The Phase 1 REE separation facilities involve modifications and enhancements to the existing solvent extraction (“SX”) circuits at the Mill and have the design capacity to process approximately 8,000 to 10,000 tonnes of monazite per year, producing approximately 4,000 to 6,000 tonnes of total rare earth oxides (“TREO”), containing approximately 850 to 1,000 tonnes of recoverable separated NdPr per year. Because Energy Fuels utilized existing infrastructure at the Mill, Phase 1 capital including commissioning totaled approximately $19 million (depending on the offset value of NdPr production during the commissioning process, which has yet to be sold). This is favorable to the Company’s initial budget by approximately $6 million due to higher than expected quantities of NdPr produced during commissioning.
Prior to the commissioning of the Phase 1 REE separation circuit, the Mill produced a mixed RE Carbonate that contained all the rare earth elements (light and heavy REEs). With the commissioning of the Phase 1 REE separation circuit, the Mill produces separated NdPr and an Sm+ mixed RE Carbonate that contains only the heavy REEs (including Dy and Tb). The Sm+ mixed RE Carbonate can be sold on the market to other facilities to separate the heavy REEs or stockpiled at the Mill for separation of the heavies upon completion of the Phase 2 REE separation facility. With the Commissioning of the Phase 1 REE separation facility and the planned development of the Phase 2 REE separation facility, the Company does not intend to continue production of a mixed RE Carbonate that contains both light and heavy REEs.
During Phase 2, Energy Fuels expects to expand its NdPr separation capabilities at the Mill, with an expected capacity to process approximately 40,000 to 60,000 tonnes of monazite per year, containing approximately 20,000 to 30,000 tonnes of TREO, containing approximately 4,000 to 6,000 tonnes of NdPr per year, or sufficient NdPr for 2.0 to 6.0 million EVs/hybrid EVs per year. Phase 2 is also expected to add a dedicated monazite “crack-and-leach” circuit to the Mill’s existing leach circuits, which may be developed as the first stage of Phase 2, prior to construction of the expanded NdPr separation capabilities.
During Phase 2, Energy Fuels also expects to add “heavy” REE separation capabilities at the Mill, including the production of Dy, Tb, and potentially other separated REE’s and advanced materials. The Company will also evaluate the potential to produce lanthanum (“La”) and cerium (“Ce”) products, along with potentially other REE products. Monazite naturally contains higher concentrations of “heavy” REEs, including Dy and Tb, versus many other REE-bearing ores, mainly due to the presence of xenotime, which is another REE-bearing phosphate mineral that is often found with monazite. Phase 2 is expected to enable Energy Fuels to produce separated Dy, Tb, and potentially other “light” and “heavy” products. Prior to the construction of Phase 2, the “heavy” Sm+ RE carbonate produced during Phase 1 will either be sold on the market or stockpiled at the Mill as feed for separation into Dy and Tb and potentially other separated REE's and advanced materials at the Mill once the Phase 2 separation circuit is available. The Company expects to complete Phase 2 in 2028, subject to licensing, financing, and receipt of sufficient feed.
The acquisitions of the Toliara Project, Bahia Project and the Company's joint venture interest in the Donald Project are 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 these Company owned mines, joint ventures or other collaborations, and open market purchases, like the Company’s current arrangement with The Chemours Company.
See also “The Rare Earth Element Market,” below, for further details on the REE market and “Part II, Item 7. Rare Earth Sales” and “Rare Earth Element Initiatives”for further details on the above-referenced REE developments.
There are a number of risks inherent to the Company’s REE activities. See “Part I, Item 1A. Risk Factors.”
San Juan County Clean Energy Foundation
On September 16, 2021, the Company announced its establishment of the San Juan County Clean Energy Foundation (the “Foundation”), a fund specifically designed to contribute to the communities surrounding the Mill in southeastern Utah. Energy Fuels deposited an initial $1 million into the Foundation at the time of formation and now provides ongoing funding equal to 1% of the Mill’s revenues, thereby providing an ongoing source of funding to support local priorities. The Foundation
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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.
An Advisory Board, comprised of local citizens from San Juan County, evaluates grant applications on a quarterly basis and makes recommendations to the Foundation’s Managers for final review and approval. As of December 31, 2024, the Foundation has awarded 30 grants totaling $0.64 million, of which $0.25 million was committed to American Indian initiatives. 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 and Corporate Developments
Acquisition of Base Resources
On October 2, 2024, Energy Fuels completed the acquisition of all of the fully paid ordinary shares (the “Transaction”) of Base Resources pursuant to a Scheme Implementation Deed (the “Deed”). Under the Deed, at closing, each holder of ordinary shares of Base Resources received share consideration and AUS$0.065 in cash, paid by way of a special dividend by Base Resources to its shareholders. The total share consideration issued by Energy Fuels was $178.44 million and the total special dividend value was approximately $55.1 million. Holders of ordinary shares of Base Resources that resided in certain jurisdictions received the net proceeds from the sale of the Company’s common shares made by a nominee in lieu of the share consideration. See Note 3 – Transactions to the consolidated financial statements.
The Company, through its newly acquired subsidiary Base Resources (as of October 2, 2024), owns the Toliara Project. In addition to its ilmenite, rutile and zircon production capability, the Toliara Project also contains large quantities of monazite, which, upon development, would be shipped to the Mill for the recovery of REEs and the contained uranium.
Although the Toliara Project holds a mining permit that allows production of ilmenite, rutile and zircon, development at the Project was suspended by the Government of Madagascar in November 2019 pending negotiation of fiscal terms applying to the Project. Based on progress made in the negotiation of fiscal terms, the Government of Madagascar lifted the suspension on November 28, 2024, and on December 5, 2024 the Company entered into a Memorandum of Understanding (the “MOU”) with the Government of Madagascar setting forth certain key terms applicable to the Toliara Project. The MOU is the culmination of extensive negotiations over several years with the Malagasy Government on fiscal and other terms applicable to the Toliara Project and is a major step forward in advancing the Project. Now that the Government has lifted the suspension, the Company has re-commenced development and investment in the Project, is re-establishing community and social programs, and is advancing the technical, environmental and social activities necessary to achieve a positive Financial Investment Decision (“FID”), which the Company expects to make in early 2026.
While the Company is progressing towards an FID, the Company will continue working with the Government of Madagascar to formalize the terms and conditions set out in the MOU through the implementation of a “Stability Mechanism” consisting of one or a combination of the following: (a) submittal of an Investment Agreement to the Madagascar Parliament for approval as law and certification of the Toliara Project (“Project Certification”) under existing law establishing a special regime for large scale investments in the Malagasy mining sector (the “LGIM”); (b) promulgation of amendments and revisions to the existing LGIM (the “LGIM Amendment”) in a form that provides for the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements, for large-scale projects and have Project Certification under the amended LGIM, together with an Investment Agreement (if reasonably required) submitted to Parliament for approval as law; and/or (c) another agreed upon mechanism that achieves the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements, applying to large-scale mining projects. The Company and the Government of Madagascar are currently pursuing option (b) by working towards an LGIM Amendment and to have Project Certification under the amended LGIM, together with an Investment Agreement (if reasonably required) submitted to Parliament for approval as law. As part of the Project Certification process, the Company and the Government of Madagascar will include the recovery of Monazite in the Toliara Project's mining permit The Company currently expects that the LGIM Amendment process could be completed in Q2 2025 with the Project Certification and Investment Agreement, if required, approval by the end of Q3 2025. However, there can be no assurance as to the timing of achieving sufficient legal and fiscal stability or the timing for approval of the addition of Monazite to the mining permit. If such approvals are not obtained, or obtained on terms less favorable than expected, this could delay any final investment decision in relation to the Toliara Project or prevent or otherwise have a significant effect on the development of the Toliara Project or ability to recover Monazite from the Toliara Project (see “Part I, Item 2. The Toliara Project”).
Base Resources also owns the Kwale Project in Kenya, which completed its mine life in December 2024 and has commenced reclamation activities. (see “Part I, Item 2. Non-Material Mineral Properties – Kwale Project”).
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Joint Venture with Astron on the Donald Project
On June 3, 2024, the Company executed JV Agreements with Astron, creating the Donald Project JV to jointly develop and operate the Donald Project in Australia, which is a well-known HMS and REE deposit that the Company believes could provide it with another near-term, low-cost, and large-scale source of monazite sand that, upon development, would be transported to the Mill for the recovery of separated REE products. The Donald Project has most licenses and permits in place (or at an advanced stage of completion) for ilmenite, rutile and zircon production and is in the process of updating those licenses to also include the production of monazite. (see “Part I, Item 2. The Donald Project”). The JV Agreement provides Energy Fuels the right to invest up to AUS$183 million (approximately $114 million at December 31, 2024 exchange rates) to earn up to a 49% interest in the Donald Project JV, of which approximately $12.90 million was invested in 2024 in preparation of a final investment decision (“FID”), and, if a positive FID is made, the remainder would be invested to develop the project and to earn into the full 49% interest in the Donald Project JV. In addition, the Company would issue Common Shares to Astron having a value of up to $17.5 million, of which $3.5 million of Common Shares were issued in September 2024 upon the satisfaction of certain conditions precedent and the remainder would be issued upon a positive FID. See Note 3 – Transactions for more information.
Acquisition of RadTran LLC
On August 16, 2024, the Company acquired RadTran, a private company specializing in the separation of critical radioisotopes, to further the Company's plans for development and production of medical isotopes used in cancer treatments. RadTran's expertise includes separation of radium-226 (“Ra-226”) and radium-228 (“Ra-228”) from uranium and thorium process streams. This strategic acquisition is expected to significantly enhance Energy Fuels' planned capabilities to address the global shortage of these essential isotopes used in emerging TAT for cancer treatment.
In addition, as part of the Acquisition, Saleem Drera, PhD, President and CEO of RadTran, has joined Energy Fuels as Vice President of Radioisotopes, Radiological Systems, and Intellectual Property. In this role, Dr. Drera will lead Energy Fuels' efforts to integrate RadTran's proprietary technology, which includes a number of patents, pending patents, trade secrets and know-how relating to efficient separation of Ra-226 and Ra-228 from process streams, and drive innovation in the production of medical radioisotopes.
Under the Acquisition, the purchase price paid by Energy Fuels to the owners of RadTran consisted of: (i) on closing, $1.5 million in cash, $1.5 million in Energy Fuels common shares (“Common Shares”) and the grant of a 2% royalty on future revenues from the sale of produced radium, as well as certain other contractual commitments; and up to an additional $14 million in cash and Common Shares based on the satisfaction of a number of performance-based milestones, including achieving initial production, securing suitable offtake agreements to justify commercial production and reaching commercial production. As of December 31, 2024, the Company believes it is probable it will achieve the milestone related to achieving initial production.
During 2025, Energy Fuels plans to set up the first stages of the pilot facility and expects to produce R&D quantities of Ra-226 for testing by end-users of the product. Upon successful production of R&D quantities of Ra-226, Energy Fuels plans to develop capabilities at the Mill for the commercial-scale production of Ra-226 and potentially Ra-228 in 2027-2028, conditional on completion of engineering design, securing sufficient offtake agreements for final radium production, and receipt of all required regulatory approvals. However, there can be no assurances as to the success of this program. There are still a number of risks related to our potential recovery of radioisotopes at the Mill for use in our TAT initiatives, including a risk of technological or market changes that could impact the industry or our competitive position, and 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; and the cancer treatment therapeutics will receive the required approvals and will be commercially successful.
Successful Commissioning of “Phase 1” REE Circuits
In 2022, the Company began development of its Phase 1 REE separation facilities at the Mill, which were completed in late Q1-2024, fully commissioned in Q2-2024 with the initial run completed in Q3-2024, producing 38 tonnes of on-spec separated NdPr. The Phase 1 REE separation facilities involved modifications and enhancements to the existing SX circuits at the Mill and have the design capacity to process approximately 8,000 to 10,000 tonnes of monazite per year, producing approximately 4,000 to 6,000 tonnes of TREOs, containing approximately 850 to 1,000 tonnes of recoverable separated NdPr per year. Because Energy Fuels is utilizing existing infrastructure at the Mill, Phase 1 capital including commissioning totaled approximately $19 million (depending on the offset value of NdPr production during the commissioning process, which has yet to be sold). This is favorable to the Company’s initial budget by approximately $6 million due to higher than expected
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quantities of NdPr produced during commissioning. See “Part 1, Item 1. REE Separation Circuits at the Mill” above for more information.
Uranium Production
In late-2023, the Company commenced uranium production at its Pinyon Plain Project and its La Sal and Pandora mines (the La Sal and Pandora mines each comprise a portion of the La Sal Project). During the year ended December 31, 2024, the Company mined 350,000 pounds of U3O8 from these mines, which is contained in uranium ore inventory stockpiles at the mines and Mill. In addition, during the year ended December 31, 2024, the Company continued to produce uranium from its alternate feed recycling program, which totaled approximately 158,000 pounds of finished U3O8.
Agreement with Navajo Nation
Production at the Pinyon Plain mine was delayed by a few months, as the Company engaged in discussions with the Navajo Nation, the largest and most populous indigenous tribe in the U.S. The Navajo Nation has suffered longstanding impacts from uranium mining conducted during the cold war era, resulting in numerous abandoned uranium mines and mill sites on their lands. This has understandably caused mistrust toward the U.S. government and energy companies. In order to address the Navajo Nation’s concerns and ensure that uranium ore transportation through the Navajo Nation will be done safely and respectfully, the Company and the Navajo Nation worked together in good faith to sign an agreement governing the transport of uranium ore along federal and state highways crossing the Navajo Nation, which was announced on January 29, 2025. Under the agreement, Energy Fuels has agreed to add additional protections and accommodations over and above the existing, strict U.S. Department of Transportation (“USDOT”) requirements, including:
•limiting transportation to specified routes and hours of the day;
•not transporting ore on days involving celebrations or public events in respect of the Navajo Nation's culture and traditions;
•clearly spelled out emergency response procedures, notice and reporting requirements;
•additional insurance requirements;
•additional driver qualification and training requirements;
•obtaining Navajo Nation transport licenses;
•use of state-of-the-art cover systems to prevent fugitive dust from transport trucks;
•provisions for escorts and blessings at the discretion of the Nation; and
•additional inspection procedures that will enable the Navajo Nation to ensure that all applicable rules and agreements are being satisfied.
Additionally, the Company has committed to accepting and transporting, at no cost to the Nation, up to 10,000 tons of uranium-bearing cleanup materials from abandoned uranium mines within the Navajo Nation, which are primarily an unfortunate relic of old U.S. government uranium programs that began in the 1940s, in which Energy Fuels had no involvement. The Company has also committed to make further contributions to support the Nation's transportation safety programs, education, the environment, public health and welfare, and local economic development on the Navajo Nation relating to uranium matters. Negotiation of the agreement began in August 2024, after the Company voluntarily halted shipments of uranium ore, and has involved numerous in-person and virtual meetings between the Company and the Nation's senior leadership. Ore transportation re-commenced on February 12, 2025.
The Company is proud to be a part of this historic agreement with the Navajo Nation and hopes this agreement marks the beginning of a constructive relationship that restores trust with our neighbors, while also paving the way for future collaborations on cleanups and other areas of shared interest.
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Uranium and Heavy Mineral Sands Sales
The Company completed the following 450,000 pounds of uranium sales for the year ended December 31, 2024 for total proceeds of $37.90 million and a weighted average sales price of $84.23 per pound:
•January 2024: sold 200,000 pounds of U3O8 for $15.03 million ($75.13 per pound) into its existing portfolio of long-term contracts.
•March 2024: sold 100,000 pounds of U3O8 on the spot market for $10.29 million ($102.88 per pound).
•June 2024: sold 100,000 pounds of U3O8 on the spot market for $8.59 million ($85.90 per pound).
•September 2024: sold 50,000 pounds of U3O8 on the spot market for $4.00 million ($80.00 per pound).
Additionally, following the acquisition of Base Resources and the Kwale Project, the Company sold 48,302 tonnes of ilmenite, 17,529 tonnes of rutile and 2,477 tonnes of zircon and low grade products for total sales of $39.87 million.
Directors
Effective October 2, 2024, the Company appointed Michael Stirzaker, former Chair of the Base Resources Board of Directors to the Board of Directors of Energy Fuels (the “Board").
Corporate Officers
Effective October 2, 2024, Tim Carstens assumed his appointment as the Company’s Executive Vice President, Heavy Mineral Sands Operations of Energy Fuels.
Company Strategy
As a result of the foregoing, we are now or intend to engage in the following activities in 2025:
•During 2025, the Company expects to mine ore from its Pinyon Plain, La Sal and Pandora mines containing approximately 730,000 to 1,170,000 pounds of U3O8, depending on mining rates, contract requirements, and market conditions. In addition, the Company expects to receive additional alternate feed materials, cleanup material and to purchase ore from 3rd party miners containing approximately 160,000 to 200,000 pounds of U3O8, which when combined with the mined ore is expected to result in an increase in uranium contained in ore inventories and work in process during the year by 890,000 to 1,370,000 pounds of U3O8. Such uranium-bearing ore will be stockpiled at the mines and Mill for processing in 2025 or at a future date, subject to market conditions, contract requirements, and the Mill’s schedule. As the Company currently has sufficient finished U3O8 inventory to meet its 2025 contract delivery requirements and may elect not to sell uranium into the spot market at current prices, the Company may decide to defer processing all or a portion of such stockpiled uranium ore inventories until after the end of 2025, thereby freeing up Mill capacity for an REE processing run or other uses during the second half of 2025. In addition, having stockpiled mined ore available at the Mill, which can be processed into finished U3O8 product on relatively short notice, gives the Company more flexibility in securing long-term sales contracts on the most favorable terms when needed, rather than merely accepting contracts at current prices when the fundamentals suggest higher prices in the future may be expected;
•the Company expects to produce between 200,000 and 250,000 pounds of finished U3O8 during the first half of 2025 from existing conventional ore inventories and Alternate Feed Materials;
•the Company expects to sell between 200,000 and 300,000 pounds of uranium during 2025, under the Company's existing long-term contracts with utilities. As a result of these sales, the Company expects that finished U3O8 inventory will be approximately 290,000 to 445,000 pounds U3O8 at the end of 2025 and contained uranium in stockpiled uranium ore inventories will be approximately 1,365,000 to 1,895,000 pounds of U3O8, totaling to 1,655,000 to 2,340,000 pounds of contained uranium in ore inventories plus finished product at the end of 2025. Again, the mix between increased contained uranium in ore inventories and finished U3O8 product inventory at the end of 2025 will depend on the timing of the processing of Pinyon Plain ore at the Mill, which could occur in 2025 or be deferred to subsequent years, and any spot uranium sales or purchases the Company may elect to complete in 2025;
•the Company expects to continue performing exploration activities at its Nichols Ranch Project and further delineation drilling at its Pinyon Plain Project to increase its uranium resource base;
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•the Company expects to prepare two additional uranium mines (the Nichols Ranch ISR Project and the Whirlwind Project) to be ready to resume uranium ore production within 12 months of a “go" decision. The exact timing for resumption of production from each of these projects will be subject to current and future uranium market conditions and/or procurement of additional long-term contracts;
•the Company expects to enter into uranium ore purchase agreement with one or more 3rd party miners in the vicinity of the Mill;
•the Company plans to continue advancing each of its Donald and Toliara HMS projects to a FID by late-2025 and mid-2026, respectively;
•The Company plans to restart its drilling program at the Bahia Project in 2025 once the appropriate permits and surface access arrangements are in place, with the goal of getting enough information to declare an S-K 1300 compliant initial assessment and NI 43-101 compliant technical report in late 2025 or early 2026. The Company is also advancing its permitting efforts at the Project to include baseline studies and other necessary studies to move the Project forward;
•the Company plans to advance the permitting and design of the Phase 2 REE expansion at the Mill to enable the production of up to 4,000 – 6,000 tonnes of separated NdPr, along with separated Dy, Tb and other REE materials;
•the Company plans to continue to evaluate potential opportunities in REE metal, alloy and magnet-making as they may arise;
•the Company plans to continue to pursue additional Alternate Feed Materials, third-party processing, ore purchases and other sources of feed for the Mill (including potential material recovered from AUM and other land cleanup work) and, when market conditions warrant, pursue the recovery of uranium and/or vanadium dissolved in the Mill’s tailings pond solutions;
•the Company plans to continue to maintain selected projects and facilities in a state of readiness for the purpose of restarting mining activities on an expedited basis, as contract obligations and market conditions may warrant;
•the Company plans to advance permitting and evaluation activities for the Roca Honda and Bullfrog Projects; and
•the Company continue to evaluate the potential for recovering and selling certain radioisotopes from the Mill’s existing process streams for use in making medical isotopes for emerging TAT cancer treatments.
Uranium Sales
As of December 31, 2024, the Company has entered into four uranium sales contracts with U.S. nuclear utilities. Under the current portfolio of contracts, the Company expects to sell between 200,000 and 300,000 pounds of uranium during Q2- and Q3-2025. The Company holds uncommitted inventory and, with the benefit of production in 2025 and beyond, will continue to evaluate additional spot and/or long-term uranium sales opportunities up to 400,000 pounds during 2025 and beyond. The Company may also evaluate the purchase of uranium on the spot market, subject to market conditions and contract requirements.
As mentioned above, the Company expects total inventories of uranium contained in uranium ore inventories together with finished U3O8 product inventories to total between approximately 290,000 and 445,000 pounds of U3O8 at year-end 2025, subject to 2025 production levels and uranium sales and purchases, with the mix between uranium contained in ore inventories and finished uranium product dependent of whether the Company elects to process Pinyon Plain ores at the Mill during the second half of 2025. Energy Fuels’ uranium inventory provides the Company with financial flexibility, and the Company believes its existing inventories, purchases and new production will be sufficient to meet contract requirements through 2025 and over the life of the supply contracts, along with discretionary spot sales in 2025 and beyond, as market conditions may warrant.
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 2025, there were 440 operable nuclear reactors world-wide, which required approximately 175.5 million pounds of U3O8 annually at full operation. Worldwide, there are currently 65 new reactors under construction with an additional 86 reactors on order or in the planning stage and an additional 344 proposed.
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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 being filled by stockpiled inventories and secondary supplies, which the Company believes have dwindled significantly in recent years.
According to the WNA, the U.S. currently has 94 operating reactors, and another 13 reactors proposed. According to the U.S. Energy Information Administration (“EIA”), in 2024, the U.S. produced approximately 18.6% of its electricity from nuclear technology, while, according to the Nuclear Energy Institute (“NEI”), the U.S. achieved an average capacity factor of 93.0%, leading all other carbon-free sources by a wide margin. According to the EIA, U.S. utilities purchased approximately 51.6 million pounds of U3O8 in 2023 (the last year reported).
In 2024, 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 regarding 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 continues to believe that certain uranium supply and demand fundamentals point to higher sustained uranium prices in the future, including significant production cuts in recent years, along with significant increased demand from utilities, financial entities, traders and producers. Recently, large technology companies including Google, Microsoft and Amazon have announced their interest in using nuclear energy to meet growing demand for energy needed for data centers to support artificial intelligence initiatives. Globally, the Company believes that nuclear energy is seeing greater acceptance by governments and policymakers as a solution to addressing the issues of climate change, increased energy demand and energy security. The Company believes that financial entities purchasing uranium on the spot market for long-term investment continue to represent a fundamental shift in the uranium market due to increasing demand and removing readily available material from the market that would otherwise serve as supply to utilities, traders and others. Further, the Company believes that Russia’s ongoing invasion of Ukraine has sparked a widespread trend away from Russian-sourced nuclear fuel supply. On May 13, 2024, President Joe Biden signed the Prohibiting Russian Uranium Imports Act, which bans the import of Russian uranium products into the U.S. Under the ban, which commences 90 days after enactment and terminates in 2040, all imports of uranium products from Russia will be banned, subject to waivers in the event “no alternative viable source of low-enriched uranium (“LEU”) is available to sustain the continued operation of a nuclear reactor or U.S. nuclear energy company.” However, the U.S. Department of Energy (“DOE”) has been granting waivers to the ban.
The Company also continues to believe that a large degree of uncertainty exists in the market, primarily due to, trade issues, the life of existing uranium mines, uncertainty on the timing and success of the commissioning of new mines, conversion and enrichment bottlenecks, the opaque nature of inventories and secondary supplies, unfilled utility demand, geopolitical risks including Russia’s ongoing invasion of Ukraine, transportation issues, and the market activity of state-owned uranium and nuclear companies.
According to data from TradeTech, during 2024, spot uranium enrichment prices rose from $155.00 per separative work unit (“SWU”) to $195.00 per SWU (up 26%); uranium conversion prices rose from $46.00 per KgU to $97.00 per KgU (up 111%); and U3O8 prices declined from $91.00 per pound of U3O8 to $73.50 per pound of U3O8 (down 19%). The Company believes these prices reflect the significant bottleneck in uranium conversion and enrichment, which until resolved, could contribute to limiting upward price pressure for 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.
Historically, most nuclear utilities have sought to purchase most 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 2023, U.S. utilities purchased 15% of their uranium on the spot market with the remaining 85% purchased under mid- and long-term contracts; through 2033, U.S. utilities have approximately 184.1 million pounds of unfilled uranium requirements (EIA, Uranium Marketing Annual Report, 2023). Buyers seek to balance the security of supply with the opportunity to take advantage of lower prices. For this reason,
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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 2025 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 2020 up to January 2025, as reported by TradeTech (not adjusted for inflation):
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According to monthly price data from TradeTech, uranium prices during 2024 decreased $17.50, or 19%, for the year. Monthly spot prices began the year at $91.00 per pound of U3O8 on December 31, 2023 and ended the year at $73.50 per pound on December 31, 2024, reaching a high of $100.50 per pound for the month of December 2023 and a low of $73.50 per pound at the end of the period. According to TradeTech, the spot price was $65.25 per pound as of February 21, 2025. TradeTech price data also indicated that long-term U3O8 prices began 2024 at $68.00 per pound and ended 2024 at $82.00 per pound. The high long-term price for 2024 was $82.00 per pound from July to December 2024, and the low long-term price was $68.00 per pound at the start of the period. The long-term price as of February 21, 2025 was $82.00 per pound.
Uranium Market Outlook and Uranium Marketing Strategy
The Company believes that 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 current- and long-term fundamentals of the uranium industry remain positive. Uranium spot prices dropped modestly during 2024, due to several factors, including uncertainty on Russian uranium imports into the U.S. (including waivers), transportation, trade policy, and the incoming Trump Administration. On the other hand, strong fundamentals underpin the market, including global clean energy goals, significant new demand for electricity (preferably clean electricity) from the technology sector including artificial intelligence (AI) and data centers, and trade restrictions. Therefore, while the spot market has experienced weakness, particularly during the second half of 2024 due to uncertainty surrounding waivers on the prohibition of Russian nuclear fuel imports into the U.S. along with the potential for retaliatory actions by Russia (which has delayed shipments), the Company continues to believe that uranium prices should rise to higher levels to support the additional primary production that will be required to meet the increasing demand. We continue to expect to see more nuclear units constructed around the world, along with existing capacity to be extended and protected, while primary mine production drops due to depletion of resources, reduced production and low prices. As a result, while spot prices have waned, long-term uranium prices have remained resilient (currently $82 per pound). 2023 saw the highest levels of long-term contracting since 2012. 2024 is expected to see slightly lower levels of contracting, due to renegotiation of existing contracts, but still strong. According to TradeTech, “[a] significant share of end-user demand has drifted into the long-term market.” “TradeTech expects term demand to emerge and retreat in cycles through 2025, largely on the expectation that government policy development will be unpredictable. However, the upward momentum on uranium demand generated by global net-zero and AI-development initiatives is expected to underpin renewed appetite to secure uranium supply in 2025.” TradeTech, Uranium Market Study, 2024: Issue 4.
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According to TradeTech, world uranium requirements continue to exceed primary mine production, with the gap being bridged by dwindling 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 present risks to the current strong market. However, Russia’s invasion of Ukraine, and continued attacks on civilian populations, has increased demand for non-Russian uranium. As a result, uranium prices exhibited strength throughout 2024, and the Company has observed significantly more interest in both spot transactions and long-term contracts for U3O8 from utilities.
The Company believes that certain uranium supply and demand fundamentals point to sustained market strength and potentially higher prices in the future, increased demand from utilities and end-users (including the technology sector), financial entities, traders, and producers. However, the Company also believes that while uranium market conditions have improved significantly since 2021, they still could be vulnerable, primarily as a result of secondary uranium supplies, excess inventories, and non-market activities of state-owned enterprises. While U.S. and European utilities are reducing their exposure to Russian supply, the Company believes that Russia maintains significant capabilities across the nuclear fuel cycle, which could re-enter the global market in the future upon resolution of the conflict in Ukraine, circumvention of trade restrictions, or other factors.
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. 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. During 2024, the Company entered into a fourth long-term uranium sales contract with a U.S. nuclear utility. These have remaining base deliver quantities of 2.8 million pounds with deliveries to occur during the 2025 – 2030 time period. Taking all options and quantity flexibility into account, deliveries under these contracts could range between 2.3 and 4.1 million pounds between 2025 and 2030. During 2024, the Company delivered 200,000 pounds of uranium under these contracts and sold another 250,000 pounds on the spot market. Annual quantities vary year-to-year, with lower delivery quantities in the early years, and higher quantities in the later years. During 2025, the Company has base delivery obligations of 250,000 pounds of uranium under these contracts, plus another 750,000 pounds in 2026. The Company’s 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 has filled deliveries during the early years of these contracts from produced inventories and expects to fill future deliveries through new production.
The Company’s uranium inventories, along with expected uranium production in 2025 and subsequent years, are expected to provide the Company with the flexibility to complete spot sales in 2025 in response to improved market conditions, should the Company desire to do so. The Company will also continue to evaluate the potential to complete opportunistic purchases of uranium during 2025.
The 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).
The Company believes one of the main drivers of V2O5 prices is demand for steel, including global prospects for economic growth, construction, infrastructure and auto manufacturing. According to Fastmarkets, spot vanadium prices have decreased due to “lower long-term contract offers from the major producers”. The same report indicated that “lower spot vanadium pentoxide prices upstream also put pressure on China's ferro-vanadium producers and traders to lower their offers, with less buying activity heard in the market.” China domestic vanadium prices dip amid reduced long-term contract offers, September 26, 2024.
During the year ended December 31, 2024, the mid-point price of vanadium in Europe decreased by 18% from $6.53 per pound V2O5 as of December 31, 2023 to $5.37 per pound V2O5 as of December 31, 2024. The price of vanadium has ranged from a high of $6.88 per pound V2O5 between February 16, 2024 and February 23, 2024 and a low of $5.19 per pound V2O5 between September 27, 2024 and October 10, 2024.
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The Company believes one of the main drivers of V2O5 prices is demand for steel, including global prospects for economic growth, construction, infrastructure and auto manufacturing. According to Fastmarkets, “The global ferro-alloys industry has been affected by factors including weak downstream steel demand in China, raw material supply disruptions and flaring geopolitical tensions in recent months, meaning uncertainty and volatility remain significant themes as 2025 kicks off,” and “[t]he situation has been particularly challenging in Europe due to high energy costs, which have affected both steel and ferro-alloys producers, with European steel association Eurofer issuing a stark warning of the potential for irreversible decline in the region’s steel and manufacturing sectors because of a lack of competitiveness.” Fastmarkets, Three things ferro-alloys traders want in 2025... and three they don’t: 2025 preview, January 6, 2025. The Company believes that V2O5 prices will increase once confidence in the Chinese and global economy returns. As of February 21, 2025, the price of vanadium was $5.35 per pound V2O5.
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 905,000 pounds of V2O5 in finished goods inventory and 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.
Heavy Mineral Sands Market
General
HMS are typically categorized into titanium dioxide-bearing minerals such as ilmenite and rutile (but also including leucoxene and upgraded products such as slag and synthetic rutile), zircon and monazite.
HMS are mined, processed and, in some cases, upgraded by many producers at numerous locations around the world. HMS deposits typically contain a mix of titanium dioxide minerals and zircon. China, with 52% of global production, dominates global titanium dioxide feedstock supply. South Africa (10%), Australia (8%) and Canada (6%) are other major suppliers of titanium dioxide feedstock. China (29%), South Africa (22%) and Australia (22%) are the world's biggest producers of zircon. While the assemblage of the range of heavy minerals will differ from one mineral sand deposit to another, in most cases, they are dominated by ilmenite. It is common for HMS deposits to contain monazite, a rare earth-bearing mineral, but this content is typically very low.
Total supply of titanium dioxide feedstock for 2024 is estimated at 9 million tonnes of TiO2 units (with ilmenite making up approximately 50% of this total). Total supply of zircon for 2024 is estimated at 1.2 million tonnes. At its peak, Base Resources' Kwale operation produced approximately 15% of the world's natural rutile, 6% of the world's sulphate ilmenite and 3% of the world's zircon. The Toliara Project, upon becoming operational, is expected to produce up to approximately 10% of global sulphate ilmenite, 20% of global chloride ilmenite and 5% of global zircon. Toliara is also expected to become a globally significant source of monazite supply.
HMS products are sold under a mix of spot, quarterly, half yearly and long-term (multi-year) offtake contracts - depending on the customer and market segment. Terms and prices for offtake contracts are privately negotiated with each individual customer based on market conditions and long-term strategic considerations. Products may be shipped as dry bulk cargoes (for large consumers) or in shipping containers (either packed loose in the container or in bulk bags).
Titanium Dioxide Minerals