Energy Fuels Advances Australian Strategic Minerals Acquisition With Supplemental Disclosures and War Department Financing Commitment

Regulatory Filing Update on Australian Strategic Minerals Acquisition

Energy Fuels Inc. disclosed that Australian Strategic Minerals Limited, the target company in the proposed acquisition, submitted supplemental disclosure materials to the Australian Securities and Investments Commission on July 27, 2026. The supplemental scheme booklet provides additional information to ASM shareholders and option holders regarding the transaction structure and related financing. This regulatory filing represents a procedural step in advancing shareholder approval for the proposed combination under Australian securities law.

The supplemental scheme booklet was furnished to shareholders to address the two major components of the transaction: Energy Fuels' definitive agreement to acquire 100 percent of Vacuumschmelze GmbH & Co. KG, Ara VAC TopCo US LLC, and their respective consolidated subsidiaries from Ara Partners, and the company's separate announcement of a conditional $725 million financing commitment from the Department of War, Office of Strategic Capital. These materials are critical for Australian shareholders to make informed voting decisions on the proposed scheme.

Vacuumschmelze Acquisition and Strategic Materials Focus

Energy Fuels has entered into a definitive agreement to acquire 100 percent of Vacuumschmelze GmbH & Co. KG and related entities from Ara Partners. Vacuumschmelze, commonly known as VAC, is a specialized materials company, and its acquisition aligns with Energy Fuels' strategic positioning in critical materials. The transaction represents a significant expansion beyond the company's historical uranium and rare earth element operations into advanced metallurgy and specialized materials production.

The acquisition of VAC and its consolidated subsidiaries is contingent upon, among other conditions, obtaining necessary approvals from Australian shareholders through the scheme implementation process. The company's definitive agreement with Ara Partners establishes the commercial terms and conditions for the transaction, which is being structured as a scheme of arrangement under Australian law to facilitate the combination of the two companies.

Department of War Financing Commitment Details

Energy Fuels disclosed that it has secured a conditional $725 million financing commitment from the Department of War, Office of Strategic Capital. This financing arrangement provides significant capital support for the acquisition of Vacuumschmelze and represents government backing for the strategic materials initiative. The filing indicates that this financing is conditional, meaning certain requirements and approvals must be satisfied before funds become available to the company.

The government financing commitment demonstrates policy-level support for Energy Fuels' acquisition strategy in critical and strategic materials. The involvement of the Department of War, Office of Strategic Capital, suggests that U.S. government officials view the acquisition as contributing to national security interests related to strategic materials supply chains. The exact conditions and timing of when the financing would be drawn down were not detailed in the current filing.

Deed Poll Covenants Established in May 2026

Energy Fuels and its wholly owned subsidiary EFR Critical Minerals Pty Ltd., designated as Bidder Sub, entered into deed polls on May 13, 2026, establishing formal covenants in favor of ASM shareholders and option holders. The company filed two instruments: a Deed Poll and an Option Scheme Deed Poll. These instruments create binding obligations for Energy Fuels and Bidder Sub to perform their obligations under the broader Scheme Implementation Deed between the parties.

The deed polls represent the company's formal legal commitment to ASM shareholders that it will fulfill all obligations required under the scheme implementation agreement. By establishing these separate instruments in the form of deed polls, Energy Fuels created enforceable rights for individual shareholders and option holders, separate from the bilateral agreement with ASM itself. This structure is common in Australian acquisition schemes to provide direct recourse for scheme participants.

Scheme Implementation Deed History and Amendments

The underlying Scheme Implementation Deed between Energy Fuels and Australian Strategic Materials Limited was originally dated January 21, 2026. The agreement was subsequently amended on March 12, 2026, according to the filing. The deed establishes the material terms and conditions governing the proposed acquisition, including representations, warranties, conditions precedent, and termination rights for both parties. The filing confirms that no material changes have been made to the terms and conditions of the deed since the March 2026 amendment.

Energy Fuels previously disclosed details regarding the Scheme Implementation Deed in a Current Report on Form 8-K dated January 26, 2026, which covered the initial agreement announcement. Additional information regarding amendments was provided in a Current Report on Form 8-K dated March 18, 2026. The company notes that the full text of the amended deed has been filed as Exhibit 10.1 to the current disclosure, making the complete contractual terms available to investors and regulators for review.

Supplemental Scheme Booklet Regulatory Status

The supplemental scheme booklet submitted by ASM to the Australian Securities and Investments Commission is expected to be provided to scheme shareholders as part of the formal notification process required under Australian law. The booklet serves as an information document to shareholders regarding the proposed transaction and must contain material information necessary for shareholders to make an informed voting decision on whether to approve the scheme of arrangement. The content provided in the supplemental booklet addresses developments and new information since the original scheme booklet was distributed.

Energy Fuels furnished the supplemental scheme booklet as Exhibit 99.1 to its disclosure, making the document available to U.S. investors and the public through the SEC's EDGAR system. The filing indicates that the supplemental materials were deemed necessary to provide additional context regarding both the VAC acquisition and the Department of War financing commitment, which represent material developments in the overall transaction structure that ASM shareholders needed to understand before voting on the scheme.

Trading Status and Securities Information

Energy Fuels Inc. trades on the NYSE American LLC exchange under the ticker symbol UUUU, and also trades on the Toronto Stock Exchange under the ticker symbol EFR. The company is incorporated in Ontario and maintains its principal executive offices in Lakewood, Colorado. As of the date of this filing, Energy Fuels is not classified as an emerging growth company, which means it is subject to all standard public company reporting and governance requirements without transition relief provisions.

The company's common shares, with no par value, are registered for trading on both the NYSE American and the Toronto Stock Exchange. This dual listing provides liquidity for shareholders in both U.S. and Canadian markets and reflects Energy Fuels' cross-border operations and investor base. The dual-exchange listing also facilitates the company's ability to conduct the Australian acquisition through its wholly owned subsidiary structure.

Disclosure Classification and Investor Considerations

Energy Fuels classified the information regarding the supplemental scheme booklet as a Regulation FD disclosure under Item 7.01 of Form 8-K, which is designated for disclosure of events and other occurrences that the company deems important to investors but that do not fall within other specific reporting categories. The filing notes that the information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act and shall not be incorporated by reference into registration statements or other documents unless expressly referenced.

The company also used Item 8.01 to report other material events, specifically the May 13, 2026, entry into the deed polls and the status of the underlying Scheme Implementation Deed. By providing the full text of the amended deed as an exhibit, Energy Fuels ensured that investors have direct access to the contractual terms governing the transaction. The disclosure structure reflects the company's efforts to provide transparency regarding the ongoing acquisition process while maintaining appropriate legal distinctions among different categories of disclosure.

Timeline and Transaction Status

The proposed acquisition of Australian Strategic Minerals Limited has been in development for several months, with the original Scheme Implementation Deed dated January 21, 2026. The March 12, 2026, amendment to the deed represented a refinement of the transaction terms as negotiations with ASM and other stakeholders progressed. The May 13, 2026, execution of the deed polls further formalized Energy Fuels' obligations to shareholders, creating a documented timeline of transaction development and commitment deepening.

The July 27, 2026, submission of the supplemental scheme booklet represents the most recent procedural milestone in advancing the transaction toward shareholder approval in Australia. The filing does not specify a shareholder meeting date or voting deadline, meaning investors should monitor subsequent announcements for information regarding when Australian shareholders will vote on the proposed scheme. The conditional nature of the Department of War financing commitment suggests that financial closing of the transaction remains subject to satisfaction of multiple conditions across both jurisdictions.