Energy Fuels prices $600-million note offering

Executive Summary

• Energy Fuels priced a $600 million aggregate principal amount of 0.75% convertible senior notes due 2031, up from the previously announced $550 million.
• The offering includes an option for purchasers to buy up to an additional $100 million of notes during a 13‑day period, potentially increasing net proceeds to ~$674.6 million.
• Net proceeds (~$578.1 million, or up to $673.5 million if the option is exercised) will be used to fund capped‑call transactions and provide financial flexibility for phase‑2 rare earth expansion at White Mesa, the Donald heavy mineral sands project in Australia, and general corporate purposes.

Key Details

• Offering Size: $600 million aggregate principal amount of 0.75% convertible senior notes due 2031 (private placement under Rule 144A).
• Option to Purchase Additional Notes: Up to $100 million additional principal amount; exercisable during a 13‑day period beginning on the issuance date.
• Closing Date: Expected closing on Oct. 3, 2025, subject to customary conditions.
• Interest Rate & Payment Dates: 0.75% per annum, payable semi‑annually in arrears on May 1 and Nov 1 each year, starting May 1, 2026.
• Maturity: November 1, 2031 (subject to earlier conversion, redemption, or repurchase).
• Conversion Terms: Initial conversion rate of 49.1672 common shares per $1,000 principal (≈$20.34 per share), representing a ~32.5% premium to the last reported sale price on Sept. 30, 2025; anti‑dilution adjustments apply.
• Redemption Restrictions: No redemption prior to Nov. 6, 2028 except for specific tax law changes; optional redemption after that date subject to share price conditions (≥130% of conversion price for ≥20 trading days). Minimum $100 million principal must remain outstanding if partial redemption occurs.
• Fund Use – Primary Allocation:
• Pay approximately $45.9 million (or $53.55 million if option exercised) for capped‑call transactions linked to the notes.
• Provide financial flexibility for:
  1. Phase‑2 rare earth separations circuit expansion at White Mesa mill (project financing).
  2. Development and earn‑in expenditures for the Donald heavy mineral sands & rare earth project in Australia (project financing).
  3. General corporate, operational, and working‑capital needs.
• Net Proceeds Estimate: ~$578.1 million after discounts, commissions, and expenses; up to ~$674.6 million if full $100 million option is exercised.
• Capped Call Transactions: Private capped calls entered with initial purchasers/financial institutions; cap price set at $30.70 per share (100% premium to Sept. 30, 2025 price). Intended to mitigate dilution and offset cash payments upon conversion.
• Potential Market Impact: Option counterparties may hedge or unwind derivatives and trade common shares around pricing, which could affect Energy Fuels’ share price and note valuation.

Notable Quotes

(No direct quotes were provided in the release.)