Energy Fuels Announces Pricing of Upsized $600 Million Offering of 0.75% Convertible Senior Notes Due 2031

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.
• Net proceeds are estimated at $578.1 million (or $674.6 million if the optional $100 million purchase is exercised).
• Proceeds will fund capped‑call transactions and provide financial flexibility for rare‑earth expansion projects in the U.S. and Australia, as well as general corporate purposes.

Key Details

• Offering Size: $600 million principal amount of 0.75% convertible senior notes (upsize from $550 million).
• Pricing & Terms: Notes bear interest semi‑annually at 0.75%, mature November 1, 2031; conversion rate initially 49.1672 shares per $1,000 principal (≈$20.34 per share), representing a ~32.5% premium to the September 30, 2025 closing price.
• Optional Purchase: Initial purchasers have a 13‑day option to buy up to an additional $100 million of notes.
• Closing Date: Expected October 3, 2025, subject to customary conditions.
• Net Proceeds: Approximately $578.1 million (or $674.6 million if the optional purchase is fully exercised) after discounts, commissions, and offering expenses.
• Use of Proceeds – Primary: 1. Pay ~$45.9 million (or ~$53.55 million with full option exercise) for capped‑call transactions.
  2. Finance Phase 2 rare‑earth separations circuit expansion at the White Mesa Mill (U.S.).
  3. Fund development and earn‑in expenditures for the Donald heavy mineral sands & rare‑earth project in Australia.
  4. General corporate, operational, and working‑capital needs.
• Capped Call Transactions: Cap price set at $30.70 per share (100% premium to September 30, 2025 price); intended to mitigate dilution upon conversion or cash settlement of notes.
• Redemption & Repurchase Rights:
• No redemption before November 6, 2028 except for specific tax‑law changes.
• Redemption possible after November 6, 2028 if the common‑share price ≥130% of the conversion price for at least 20 trading days within a 30‑day window.
• Mandatory repurchase offer upon a “fundamental change” under the indenture.
• Regulatory Notes: Notes and any convertible shares are not registered in the U.S. or Canada; offering subject to Toronto Stock Exchange acceptance.

Notable Quotes

(No executive quotes were included in the release.)