Energy Fuels closes $700-million (U.S.) note offering

Mr. Mark Chalmers reports ENERGY FUELS ANNOUNCES CLOSING OF UPSIZED US$700.0 MILLION CONVERTIBLE SENIOR NOTES OFFERING AND FULL EXERCISE OF INITIAL PURCHASERS' OPTION TO PURCHASE ADDITIONAL NOTES Energy Fuels Inc. has closed its previously announced upsized offering of 0.75 per cent convertible senior notes due 2031 for an aggregate principal amount of $700.0-million (U.S.), including the exercise in full by the initial purchasers of their option to purchase an additional $100.0-million (U.S.) of notes. Goldman Sachs & Co. LLC acted as sole book-running manager for the offering. Cantor acted as a lead manager and capped call co-ordinator for the offering. Morgan Stanley acted as a lead manager for the offering. BMO Capital Markets and Canaccord Genuity acted as co-managers for the offering. Energy Fuels' chief executive officer, Mark Chalmers, commented: "We are pleased to announce the completion of a significant financing milestone as we capitalized on the robust market environment. We believe the convertible notes, with an attractive annual coupon of 0.75 per cent, compare favourably to traditional debt financing. In addition, we purchased capped call options, which offset dilution for conversions at maturity, until our share price has potentially doubled from the reference price of $15.35 per share. "This strategic capital raise strengthens our balance sheet and enhances our ability to accelerate our rare earth initiatives, including the expansion at our White Mesa mill and Donald project in Australia. We are pleased to announce the closing of this offering, reflecting strong investor sentiment not only regarding our rare earth initiatives, but also our low-cost, U.S.-leading uranium production, that enabled an additional $67.5-million upsizing. We believe this outcome represents a clear vote of confidence in our team and strategy." Summary of the offering: Cash interest coupon of 0.75 per cent per annum, payable semi-annually in arrears on May 1 and Nov. 1 of each year, beginning May 1, 2026; Conversion price of approximately $20.34 per common share of Energy Fuels, which represents a premium of approximately 32.5 per cent to the last reported sale price of the common shares on the NYSE American on Sept. 30, 2025, subject to customary anti-dilution adjustments; The effective conversion price of the notes was increased to $30.70 (representing a premium of 100 per cent over the last reported sale price of the common shares on the NYSE American on Sept. 30, 2025) through the purchase of capped call options; the purchase price for the capped call options was approximately $53.55-million; Conversions of the notes may be settled in common shares, cash, or a combination of common shares and cash, at Energy Fuels' election; additionally, Energy Fuels will have the right to redeem the notes in certain circumstances and will be required to offer to repurchase the notes upon the occurrence of certain events; The notes will mature on Nov. 1, 2031, unless earlier converted, redeemed or repurchased. About Energy Fuels Inc. Energy Fuels is a leading United States-based critical mineral company focused on uranium, rare earth elements, heavy mineral sands, vanadium and medical isotopes. Energy Fuels, which owns and operates several conventional and in situ recovery uranium projects in the western United States, has been the leading U.S. producer of natural uranium concentrate for the past several years, which is sold to nuclear utilities that process it further for the production of carbon-free nuclear energy. Energy Fuels also owns the White Mesa mill in Utah, which is the only fully licensed and operating conventional uranium processing facility in the United States. At the mill, Energy Fuels also produces advanced rare earth element product vanadium oxide (when market conditions warrant) and is evaluating the potential recovery of certain medical isotopes from existing uranium process streams needed for emerging targeted alpha therapy cancer treatments. Energy Fuels is developing three heavy mineral sands projects: the Toliara project in Madagascar, the Bahia project in Brazil and the Donald project in Australia, in which Energy Fuels has the right to earn an up-to-49-per-cent interest through a joint venture with Astron Corp. Ltd. Energy Fuels is based in Lakewood, Colo., near Denver. We seek Safe Harbor.