Energy Fuels Prices $600 Million Convertible Notes Offering

DENVER, Oct. 1, 2025 – Energy Fuels Inc. (UUUU, EFR), a prominent U.S. player in uranium, rare earths, and critical minerals production, has announced the pricing of a private placement offering. The company will issue $600 million in aggregate principal amount of 0.75% Convertible Senior Notes due 2031 to qualified institutional buyers under Rule 144A of the Securities Act of 1933. Initially planned for $550 million, the offering was upsized due to strong investor interest, signaling confidence in Energy Fuels’ strategic direction.

Additionally, the initial purchasers have been granted an option to acquire an additional $100 million in notes within a 13-day period following the initial issuance. The offering is slated to close on October 3, 2025, pending customary closing conditions.

These notes represent general senior unsecured obligations of Energy Fuels, with interest accruing at 0.75% per year, payable semi-annually on May 1 and November 1, beginning May 1, 2026. The notes will mature on November 1, 2031, unless converted, redeemed, or repurchased beforehand.

Energy Fuels anticipates net proceeds of approximately $578.1 million from the offering (or $674.6 million if the over-allotment option is fully exercised). A significant portion, roughly $45.9 million (or $53.55 million if the option is exercised), will be allocated to cover the cost of capped call transactions designed to mitigate potential dilution upon conversion. The remaining funds will bolster financial flexibility and provide options for strategic initiatives. These include:

• Funding Phase 2 expansion of rare earth separations capacity at the White Mesa Mill. This investment underscores Energy Fuels’ commitment to becoming a key player in the rare earth element (REE) supply chain, crucial for electric vehicles, renewable energy technologies, and defense applications. The expansion will allow Energy Fuels to increase production of separated REEs, reducing U.S. reliance on foreign sources.
• Supporting development and earn-in expenditures for the Donald heavy mineral sands and rare earth project in Australia. This project is vital to Energy Fuels’ long-term strategy of securing diverse sources of rare earth feedstock. The Donald project contains significant deposits of heavy mineral sands, which are rich in valuable rare earth minerals.
• Addressing general corporate needs, ongoing operational requirements, and working capital. This cash injection is well-timed, offering Energy Fuels agility to navigate fluctuating commodity prices and adapt to evolving geopolitical dynamics in the uranium and rare earth markets.

The notes are convertible at the holder’s option under specific conditions, into cash, Energy Fuels’ common shares, or a combination thereof, at the company’s discretion. The initial conversion rate is set at 49.1672 shares per $1,000 principal amount of notes, equating to a conversion price of approximately $20.34 per share – a 32.5% premium over the September 30, 2025, closing price. Standard anti-dilution adjustments will apply. Furthermore, conversion rate adjustments may occur following certain corporate events or if Energy Fuels issues a redemption notice.

Redemption is restricted before November 6, 2028, save for specific changes in withholding tax laws. Post this date, Energy Fuels can redeem all or part of the notes for cash if the share price reaches 130% of the effective conversion price for 20 trading days within any 30-day period. Redemptions will be at 100% of the principal amount plus accrued interest. Partial redemptions require at least $100 million of notes to remain outstanding.

A “fundamental change” trigger (as defined in the governing indenture) will obligate Energy Fuels to offer to repurchase the notes at 100% of their principal amount plus accrued interest.

In conjunction with the notes’ pricing, Energy Fuels has entered into capped call transactions with the initial purchasers and/or other financial institutions. These transactions are designed to mitigate dilution linked to note conversions. The initial cap price is $30.70, a 100% premium over the September 30, 2025, share price, subject to adjustments.

To establish initial hedges, the option counterparties are expected to engage in derivative transactions involving Energy Fuels’ common shares and/or purchase shares concurrently with or shortly after the notes’ pricing. This may influence the market price of the shares or the notes. Ongoing adjustments to hedge positions could further impact the share price and the notes’ trading price. These maneuvers, especially during conversion observation periods, can affect a noteholder’s conversion prospects and the value of the consideration received.

The notes and any shares issued upon conversion have not been registered under the Securities Act or state securities laws and may not be offered or sold in the United States or to U.S. persons without registration or an applicable exemption. No notes will be offered in Canada. The offering is subject to final approval by the Toronto Stock Exchange.

This announcement is not an offer to sell, nor a solicitation of an offer to buy, any securities. It does not constitute an offer, solicitation, or sale in any jurisdiction where such actions would be unlawful prior to registration or qualification under applicable securities laws.

Forward-Looking Statements

This press release contains “Forward Looking Information” and “Forward Looking Statements” within the meaning of applicable United States and Canadian securities legislation, including statements concerning the anticipated completion of the offering and capped call transactions, the potential impact of the foregoing or related transactions on dilution to the common shares and the market price of the common shares or the trading price of the notes, and the anticipated use of proceeds from the offering. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “seek,” “plan,” “project,” “target,” “looking ahead,” “look to,” “move into,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements represent Energy Fuels’ current beliefs, estimates and assumptions only as of the date of this press release, and information contained in this press release should not be relied upon as representing Energy Fuels’ estimates as of any subsequent date. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to market risks, trends and conditions. These risks are not exhaustive. Further information on these and other risks that could affect Energy Fuels’ results is included in its filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and the future reports that it may file from time to time with the SEC. Energy Fuels assumes no obligation to, and does not currently intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About Energy Fuels

Energy Fuels is a leading U.S.-based critical minerals 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 products, 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 (3) 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 up to a 49% interest through a joint venture with Astron Corporation Limited. Energy Fuels is based in Lakewood, Colorado, near Denver.