ENERGY FUELS INC

General Development of the Business

Corporate Structure

Energy Fuels Inc. is an Ontario corporation with its corporate offices located in Lakewood, Colorado (a city in the Denver metropolitan area). It was incorporated on June 24, 1987 in the Province of Alberta under the name “368408 Alberta Inc.” In October 1987, 368408 Alberta Inc. changed its name to “Trevco Oil & Gas Ltd.” In May 1990, Trevco Oil & Gas Ltd. changed its name to “Trev Corp.” In August 1994, Trev Corp. changed its name to “Orogrande Resources Inc.” In April 2001, Orogrande Resources Inc. changed its name to “Volcanic Metals Exploration Inc.” On September 2, 2005, the Company was continued under the Business Corporations Act (Ontario) (the “OBCA”). On March 26, 2006, Volcanic Metals Exploration Inc. acquired 100% of the outstanding shares of “Energy Fuels Resources Corporation.” On May 26, 2006, Volcanic Metals Exploration Inc. changed its name to “Energy Fuels Inc.” On November 5, 2013, the Company amended its Articles of Incorporation to consolidate its issued and outstanding, freely tradable Common Shares on the basis of one post-consolidation Common Share for every 50 pre-consolidation Common Shares (the “Consolidation”).

The Company’s U.S.-based assets, which include uranium, vanadium and REE extraction, recovery, permitting, evaluation and exploration assets, are held directly and indirectly, as the case may be, by the Company’s wholly owned subsidiaries Energy Fuels Holdings Corp. (“EF Holdings”) and Strathmore Minerals Corp. (“Strathmore”). The Company, through its wholly owned subsidiary Energy Fuels Brazil Ltda., acquired the Bahia Project in the State of Bahia, Brazil on February 10, 2023, which consists of 17 mineral concessions totaling approximately 37,300 acres or 58.3 square miles. See “Part I, Item 1. Description of Business - Material Transactions,” “Part I, Item 1. Description of Business - 2023 Corporate Developments” and Part I, Item 2. “Description of Properties - The Bahia Project,” below. On February 14, 2023, the Company sold its Alta Mesa Project in Texas through the sale of its three Texas subsidiaries, Leoncito Project, LLC, Leoncito Plant, LLC and Leoncito Properties, LLC. See “Part I, Item 1. Material Transactions,” below. All of the Company’s U.S.-based employees are employed by its subsidiary Energy Fuels Resources (USA) Inc. (“EFUSA”), a wholly owned subsidiary of EF Holdings, which also serves as operator of all of the Company’s U.S. properties. A diagram depicting the organizational structure of the Company and its subsidiaries, including the name, U.S. state, Canadian province or Brazilian state of incorporation, and proportion of ownership interest of each, is included as Exhibit 21.1 to this Annual Report. Energy Fuels owns a number of inactive subsidiaries which have no material assets or liabilities and do not engage in any material business activities.

Each of the Company’s subsidiaries has its principal place of business and corporate office at 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, USA, though additional support offices are located at a number of Company properties. The registered office of EFUSA and principal place of business for the Company is at 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, USA, and the registered office of the Company is located at 82 Richmond Street East, Suite 308 Toronto, Ontario, M5C 1P1, Canada. The Company’s website address iswww.energyfuels.com.

The primary trading market for Energy Fuels’ Common Shares is the NYSE American under the trading symbol “UUUU,” and the Company’s Common Shares are also listed on the TSX under the trading symbol “EFR.” Energy Fuels is a U.S. domestic issuer for SEC reporting purposes and, in addition, is a reporting issuer in all Canadian provinces. Options on Energy Fuels’ Common Shares are traded on The Chicago Board Options Exchange. The Designated Primary Market Maker for the Options is Group One Trading, LP. Citadel Securities is the Company’s Market Maker on the NYSE American.

On December 5, 2023, IsoEnergy Ltd. (TSXV: ISO; OTCQX: ISENF) (“IsoEnergy”) and Consolidated Uranium Inc. (TSXV: CUR; OTCQB: CURUF) (“CUR”) announced the successful completion of a previously announced arrangement whereby IsoEnergy acquired all the issued and outstanding common shares of CUR (the “CUR Shares”). Pursuant to the arrangement, CUR’s shareholders received 0.500 common shares of IsoEnergy for every one common share of CUR. At the time of the arrangement, the Company held 16,189,548 CUR Shares, which, when converted, resulted in an approximate ownership interest in IsoEnergy’s common shares of 5.0%. Concurrently, IsoEnergy engaged in a marketed private placement offering of 8,134,500 subscription receipts. In order to maintain its post-arrangement ownership interest in IsoEnergy, the Company agreed to invest additional capital in IsoEnergy by purchasing 406,650 additional common shares as a part of the capital raise. As a result, the Company now holds a total of 8,501,424 common shares of IsoEnergy, constituting an approximate 5.0% ownership interest of IsoEnergy common shares upon completion of the merger and private placement offering.

Business Overview

We responsibly produce several of the raw materials needed for clean energy and advanced technologies, including uranium, rare earth elements and vanadium.

Our primary product is U 3 O 8 (also known as natural uranium concentrate or yellowcake), which, when further processed, becomes the fuel for the generation of clean nuclear energy. According to the Nuclear Energy Institute, nuclear energy provides nearly 20% of the total electricity and 50% of the clean, carbon-free electricity generated in the U.S. The Company generates revenues from extracting and processing materials for the recovery of uranium, vanadium and REEs for our own account, as well as from toll processing materials for others.

Energy Fuels is engaged in conventional and ISR uranium extraction and recovery, along with the exploration, permitting, and evaluation of uranium properties in the U.S. The Company also extracts and recovers vanadium from certain of its uranium projects, as market conditions warrant. In 2021, the Company commenced its ramp-up to commercial production of RE Carbonate, another byproduct of the uranium recovery process, and produced and sold commercial quantities of RE Carbonate in 2021, 2022 and 2023. To further its REE initiatives, the Company is currently undertaking enhancements and modifications to existing circuits at the Mill for the planned commercial separation of neodymium-praseodymium (“NdPr”) oxide from its RE Carbonate, while at the same time producing a “heavies” (Sm+) RE Carbonate. The Company also continues to evaluate the potential to recover radioisotopes from its existing process streams needed for emerging TAT cancer therapeutics. The Company’s Mill is the only conventional uranium mill, and the only uranium, vanadium and REE recovery facility operating in the U.S., and has a licensed capacity to produce over 8 million pounds of U 3 O 8 per year.

The Company is also securing its own sources of uranium- and REE-bearing monazite sands, and in February 2023 acquired the Bahia Project in Brazil (see “Part I, Item 1. Description of Business - Material Transactions,” “Part I, Item 1. Description of Business - 2023 Corporate Developments” and “Part I, Item 2. Description of Properties - The Bahia Project” below) in furtherance of a fully integrated U.S.-based REE supply chain. The Company continues to engage in active discussions to secure other sources of monazite sands, thereby diversifying its supply base and strengthening its REE business. In addition, Energy Fuels recovers uranium from other uranium-bearing materials not derived from natural or native ores, referred to as “Alternate Feed Materials,” at its Mill, thereby recycling materials back into the market that would otherwise be lost to direct disposal.

With its uranium, vanadium, REE and potential radioisotope production, the Mill is working to establish itself as a critical minerals hub in the U.S. Uranium is the fuel for carbon-free, emission-free baseload nuclear power, and one of the cleanest forms of energy in the world. The REEs we are now producing are used to manufacture permanent magnets for electric vehicles (“EVs”), wind turbines and other clean energy technologies. The radioisotopes we are evaluating for recovery from our REE and uranium processing streams have the potential to provide materials needed for emerging TAT cancer-fighting therapeutics. The very heart of our business – uranium and rare-earth production and recycling – helps us play a part in addressing global climate change, reducing air pollution, and making the world a cleaner and healthier place.

The Company owns conventional uranium, uranium/vanadium and HMS properties and projects in various stages of operation, development, exploration and permitting, as well as fully permitted uranium and uranium/vanadium projects on standby.

Energy Fuels also owns the Nichols Ranch Uranium Recovery Facility in Wyoming (the “Nichols Ranch Project”), which is a fully permitted uranium ISR facility with a licensed capacity to produce 2 million pounds of U 3 O 8 per year. While production at the Nichols Ranch Project is currently being maintained on standby, the Company is undertaking exploration and development activities to expand the resources at the Nichols Ranch Project and to further develop a wellfield to be ready for potential recommencement of production in 2025. See“The Nichols Ranch ISR Project” under Item 2 below.

ISR Operations

The Company conducts its ISR activities through its Nichols Ranch Project in northeast Wyoming, which it acquired in June 2015 through its acquisition of Uranerz Energy Corporation (“Uranerz”).

The Nichols Ranch Project includes: (i) a licensed and operating ISR processing facility (the “Nichols Ranch Plant”); (ii) licensed and operating ISR wellfields (the “Nichols Ranch Wellfields”); (iii) additional licensed ISR wellfields planned for future production (the “Jane Dough Property”); and (iv) a licensed satellite ISR uranium project (the “Hank Project”), which, if and when put into production would include an ISR satellite processing plant (the “Hank Satellite Plant”) that, when constructed, would produce loaded-resin, and associated planned wellfields (together, the “Hank Property”). See “The Nichols Ranch ISR Project” under Item 2 below. Also through the acquisition of Uranerz, the Company acquired the West North Butte property (the “West North Butte Property”) and the North Rolling Pin property (the “North Rolling Pin Property”), as well as the Arkose Mining Venture (the “Arkose Mining Venture”), which is a joint venture of Wyoming ISR properties held 81% by Energy Fuels and 19% by United Nuclear, LLC (see “Part II, Item 8. Financial Statements and Supplementary Data - Note 17 Related Party Transactions”).

The Nichols Ranch Project is an ISR facility with production currently on standby that recovers uranium through a series of injection and recovery wells. Using groundwater fortified with oxygen and sodium bicarbonate, uranium is dissolved within a deposit. The uranium-bearing groundwater is then collected in a series of recovery wells and pumped to the Nichols Ranch Plant where the uranium is extracted from the water. The Nichols Ranch Plant creates a yellowcake slurry that is transported by truck to the Mill, where it is dried and packaged into drums that are shipped to uranium conversion facilities.

Construction of the Nichols Ranch Plant, other than the elution, drying and packaging circuits, was completed in 2013, and it commenced uranium recovery activities in 2014. In 2015, the Company commenced construction of an elution circuit at the Nichols Ranch Plant, which was completed and began operations in early 2016. The Nichols Ranch Project was placed on standby in 2020. As a result, the Company recoveredde minimis pounds of U 3 O 8 from the Project in 2023 and expects to recoverde minimis quantities of U 3 O 8 in 2024. Nichols Ranch is expected to be able to ramp back up to commercial production levels with limited required capital within approximately six to twelve months of a decision to recommence production. While production at the Nichols Ranch Project is currently being maintained on standby, the Company is undertaking exploration and development activities to expand the resources at the Nichols Ranch Project and to further develop a wellfield to be ready for potential recommencement of production in late 2024 or in 2025. See “Part II, Item 7. Operations Update and Outlook for 2024: ISR Extraction and Recovery Activities.”

The Company sold its Alta Mesa ISR Project for total consideration of $120 million, which closed on February 14, 2023 (see “Part I, Item 1. Description of Business - Material Transactions” and “Part I, Item 2. Description of Properties - ISR Uranium Activities” below).

Conventional Operations

The Company conducts its conventional uranium, REE, vanadium and potential medical radioisotope extraction and recovery activities through the Mill, which is the only operating conventional uranium mill, and the only uranium, REE and vanadium processing facility in the United States. The Mill located near Blanding, San Juan County, Utah, is centrally located such that it can conveniently and cost-effectively be fed by a number of the Company’s uranium and uranium/vanadium projects in Colorado, Utah, Arizona and New Mexico, as well as by ore purchases or toll milling arrangements with third parties in the region, as market conditions warrant.

The Mill is licensed to process 2,000 tons of ore per day and over 8 million pounds of U 3 O 8 per year. It is primarily a uranium recovery facility but can also recover REEs and vanadium along with uranium from various uranium ores. During the year ended December 31, 2023, the Company did not recover any pounds of uranium at the Mill, other than uranium from its monazite processing that is expected to remain in circuit and not be packaged in 2024. The Mill can recycle other uranium-bearing materials not derived from natural or native ores, known as Alternate Feed Materials, for the recovery of uranium, alone or in combination with other metals. In addition, the Mill is also evaluating the potential to recover certain radioisotopes from its existing process streams that can be used for TAT medical purposes.

The Mill has historically operated on a campaign basis, whereby mineral processing occurs as mill feed, contract requirements and/or as market conditions warrant. Over the years, Company-owned and third-party owned conventional uranium properties in Utah, Colorado, Arizona and New Mexico have been both active and on standby in response to changing market conditions. Since 2007, the Mill has primarily recovered U 3 O 8 from conventional sources, including its La Sal Complex (the “La Sal Project”), Daneros Project and Tony M property in Utah (the latter two of which were sold in 2021); its Arizona 1 project (the “Arizona 1 Project”) and its Pinenut project (the “Pinenut Project”) (which is currently in an advanced state of reclamation) in Arizona, as well as from a number of Alternate Feed Materials in furtherance of its core recycling program of third-party materials otherwise subject to direct disposal.

In 2023, the Company focused on preparing its La Sal, Beaver, Whirlwind and Pinyon Plain Projects for future potential production, while maintaining its Nichols Ranch Project and other conventional mining properties on standby. In late 2023, the Company commenced uranium production at its Pinyon Plain Project and its La Sal and Pandora mines (the La Sal and Pandora mines each comprise a portion of the La Sal Project). Once production is fully ramped up at the three mines, which is currently planned for mid- to late-2024, the Company expects to be producing uranium at a run-rate of approximately 1.1 to 1.4 million pounds per year. Ore mined from the three mines during 2024 will be stockpiled at the Mill for processing that is anticipated to start in late 2024 or in 2025, subject to market conditions, contract requirements and/or the Mill’s schedule. The Company is also preparing two (2) mines (the Whirlwind mine and the Nichols Ranch ISR project) to commence uranium production within one (1) year, which would increase Energy Fuels' uranium production to a run-rate of over two (2) million pounds of U 3 O 8 per year starting in 2025, if strong market conditions continue as expected.

At the same time, the Company will continue to produce uranium from its Alternate Feed Material recycling program, which is expected to result in an estimated 150,000 pounds of finished U 3 O 8 in 2024, while the Company stockpiles ore as raw materials from its conventional mines pending the upcoming Mill run. The Company also expects to commence an ore-buying program from third-party miners in 2024, which is expected to increase the Company’s short-term uranium production profile even further. In 2024, the Company also plans to advance permitting on the Roca Honda, Sheep Mountain and Bullfrog Projects, which could expand the Company’s uranium production to a run-rate of up to five million pounds of U 3 O 8 per year in the coming years. Furthermore, the Company expects to produce at a run-rate of 1.0-2.0 million pounds of vanadium per year, which could be held as in-process inventory or processed into finished V 2 O 5 available for sale into improving markets.

During 2024, Energy Fuels expects to sell 200,000 pounds of uranium into its existing portfolio of long-term contracts, which is expected to occur in Q1-2024. In addition, a utility customer has the option to purchase a further 100,000 pounds of uranium from Energy Fuels in 2024. The Company has already sold an additional 100,000 pounds of U 3 O 8 on the spot market during Q1-2024 at a weighted average sales price of $102.88 per pound. The Company holds uncommitted inventory and, with the benefit of future production, will continue to evaluate additional spot and/or long-term uranium sales opportunities during 2024 and beyond. The Company expects uranium inventories to total between approximately 585,000 to 935,000 pounds of U 3 O 8 at year-end 2024, subject to unknown potential other uranium spot sales and purchases and the amount and time of ore production from the Pinyon Plain mine and Alternate Feed stockpiles in 2024.

In addition to the Company’s uranium business, the Company will also continue to advance its REE program at the Mill in 2024, along with the Mill’s uranium production, to fully capitalize on the Mill's unique and valuable capabilities. As previously announced, the Mill is in the process of installing the capacity to produce up to 1,000 tonnes of neodymium-praseodymium (“NdPr”) oxide per year, subject to receipt of sufficient monazite feed. This capacity is expected to be completed in Q1 2024. This quantity of NdPr oxide could power up to 1 million electric vehicles (“EVs”) per year. At the current time, the Company expects to produce roughly 25 – 35 tonnes of NdPr oxide, plus approximately 10 – 20 tonnes of an Sm+ RE Carbonate, in Q2 2024 as it ramps-up and optimizes the newly installed circuit, after which the Mill currently plans to focus solely on uranium and uranium/vanadium production through at least mid-2026. Subject to successful exploration, permitting and development of the Bahia Project and market conditions, the Company currently expects that monazite produced from the Company’s Bahia Project could be available for processing at the Mill commencing as early as 2026 to produce uranium, NdPr oxide and an Sm+ RE Carbonate (or separated Terbium (“TB”) and Dysprosium (“DY”) oxides instead of an Sm+ RE Carbonate) along with continued uranium production from the Company’s Pinyon Plain, La Sal, Pandora and potentially Whirlwind mines. Similarly, if the Company successfully completes its previously announced potential joint venture on the Donald Rare Earth and Mineral Sands Project, located in the Wimmera Region of the State of Victoria, Australia (the “Donald Project”) (see “Part I, Item 1.2023 Corporate Developments,” below), monazite production from that project could also be available at the Mill as early as 2026, subject to market conditions, successful development of that project and successful development of the Company’s Phase 2 crack and leach and Separation Facility (see “Part I, Item 1. Development of REE Separation Capability,” below). The Company is also in active discussions with several parties globally to acquire additional quantities of natural monazite, which, if secured and delivered to the Mill, could result in significant additional quantities of uranium and separated REE oxide production as early as 2028. The Company expects to sell all the NdPr it produces in 2024 to Neo Performance Materials (“Neo”) under an existing contractual arrangement with Neo. Potential REE production after 2024 is currently uncontracted. The Mill's REE production is complementary to its uranium production and is not intended to diminish the Mill's uranium production profile in any way.

The Company will continue to selectively sell its vanadium pentoxide (“V 2 O 5”) inventory (approximately 905,000 pounds as of December 31, 2023) on the spot market as markets warrant, but will otherwise continue to maintain it in inventory. No vanadium production is currently planned for 2024, though the Company continually monitors its inventory and vanadium markets to guide future potential vanadium production.

The Company currently has approximately 685,000 pounds of finished U 3 O 8 inventory held at the Mill and at conversion facilities owned by ConverDyn and Cameco, along with approximately another 436,000 pounds of U 3 O 8 contained in stockpiled Alternate Feed Materials and mineralized material inventory that is expected to be processed for recovery in the future. In addition, there remains an estimated 1.0 to 3.0 million pounds of solubilized recoverable V 2 O 5 remaining in the Mill’s tailings facility awaiting future recovery, as market conditions may warrant. See Part II, Item 7 “Outlook: Conventional Extraction and Recovery Activities.”

The Company also owns the Sheep Mountain Project (the “Sheep Mountain Project”), which is a conventional uranium extraction project located in Wyoming. Due to its distance from the Mill, the Sheep Mountain Project is not expected to be a source of feed material for the Mill. The Sheep Mountain Project consists of permitted open pit and underground extraction components (the “Sheep Mountain Extraction Operation”) and a planned processing facility to process extracted mineralized material (the “Sheep Mountain Processing Operation”), which has not yet been permitted.

The Company’s principal conventional properties include the following:

•the Mill, which is an operating 2,000 ton-per-day uranium, vanadium and REE processing facility located in Utah and held through the Company’s subsidiary EFR White Mesa LLC. See “Part I, Item 2.D. The White Mesa Mill”;

•the Pinyon Plain Project, which is a fully permitted and operating uranium project with all surface facilities and a shaft in place (see “Part I, Item 2.E. The Pinyon Plain Project”);

•the Bahia Project, which is comprised of 17 heavy minerals concessions covering 37,300 acres or 58.3 square miles, held through the Company’s subsidiary Energy Fuels Brazil Ltda. (see “2023 Corporate Developments,” below);

•the Wate project (the “Wate Project”), which is a uranium deposit in the permitting stage; the Arizona 1 project (the “Arizona 1 Project”), which is a fully permitted uranium project on standby; and the EZ properties (“EZ Properties”), which are uranium deposits in the exploration and evaluation stage. All of the Company’s Arizona Strip properties are held by the Company’s subsidiary EFR Arizona Strip LLC, with the exception of the Wate Project, which is held by the Company’s subsidiary Wate Mining Company LLC. See “Part I, Item 2K. Non-Material Mineral Properties – Other Conventional Projects – Arizona Strip”;

•the Roca Honda Uranium Project (the “Roca Honda Project”), which is located near the town of Grants, New Mexico, held by the Company’s subsidiaries Strathmore Resources (US), Ltd. and Roca Honda Resources LLC. See “Part I, Item 2.F. The Roca Honda Project”;

•the Sheep Mountain Project, which is a uranium project located near Jeffrey City, Wyoming, including permitted open pit and underground components held by the Company’s subsidiary Energy Fuels Wyoming Inc. See “Part I, Item 2G. The Sheep Mountain Project”;

•the Bullfrog Project (the “Bullfrog Project”), which is located in south central Utah near the town of Ticaboo, and which is held by the Company’s subsidiary EFR Henry Mountains LLC. See “Part I, Item 2H. The Bullfrog Project”;

•the La Sal Complex of uranium and uranium/vanadium projects (the “La Sal Project”) (see “Part I, Item 2I. The La Sal Project”) and the Whirlwind uranium/vanadium project (the “Whirlwind Project”), both of which are located near the Colorado/Utah border (the “Colorado Plateau”) and, in addition to nearby exploration properties, are held by the Company’s subsidiary EFR Colorado Plateau LLC. See “Part I, Item 2K. Non-Material Mineral Properties – Other Conventional Projects – Colorado Plateau”; and

•a number of non-core uranium properties, which are held in various of the Company’s subsidiaries. See “Part I, Item 2K. Non-Material Mineral Properties.”

Mineral Exploration

Energy Fuels holds a number of exploration properties in the Colorado Plateau, Arizona Strip, and Powder River Basin Districts. Energy Fuels conducted intermittent exploration drilling on numerous projects in the period from February 2007 through December 2013. Several of those projects have been abandoned or sold. No further exploration drilling has been performed at these properties since 2013. See “Part I, Item 2K. Non-Material Mineral Properties.” The Company plans to engage in an exploration and drilling program at its Nichols Ranch Project and further delineation at its Pinyon Plain Project in 2024. See “Part I, Item 2. The Nichols Ranch Project, The Company’s Planned Work” and “Part I, Item 2. The Pinyon Plain Project, The Company’s Planned Work.”

The Company’s Rare Earth Elements Business

REEs are a group of 17 chemical elements (the 15 elements in the lanthanum series, plus yttrium and scandium) that have a variety of industrial, energy, and defense uses, including advanced permanent magnets for EVs and wind turbines, communications technology, clean energy production, consumer electronics, defense systems, lasers and numerous other applications. See “The Rare Earth Element Market” below.

On April 13, 2020, the Company announced its entry into the REE sector by embarking on a program to evaluate the production of REEs and uranium at the Mill from uranium and REE-bearing mineralized materials, thereby taking a step towards bringing the REE supply chain back to the U.S. Later that year, the Company successfully produced a mixed RE Carbonate on a pilot scale using existing Mill infrastructure and technologies, along with the contained uranium, from a sample of monazite sands. For reference, RE Carbonate is an intermediate product which is sent to an REE separation facility for separation into individual REE oxides, which is the next step in producing usable REE products. Additionally, in 2020, the Company secured a three-year supply agreement for natural monazite sands from The Chemours Company’s Offerman Mineral Sand Plant in Georgia, USA, which is currently in the process of being renegotiated after unexpected shortfalls in the monazite delivery schedule.

Then, in 2021, the Company and Neo announced a new rare earth production initiative spanning European and North American critical material supply chains, pursuant to which Energy Fuels processes natural monazite sands for the recovery of uranium and RE Carbonate at the Mill and ships the RE Carbonate to Neo’s NPM Silmet AS REE separations facility in Estonia (“Silmet”), where it is made into separated REE materials for use in REE permanent magnets and other REE-based advanced materials. This is the most advanced REE material being produced in the U.S. today at scale, since it is a high-purity product ready for REE separation without further processing, refining or purification.

In February 2023, the Company acquired the Bahia Project in Brazil, which holds significant quantities of heavy minerals, including monazite (see “Part I, Item 1. Description of Business - Material Transactions” below). The acquisition of the Bahia Project is a part of the Company’s efforts to build a large and diverse book of monazite supply for its advancing REE processing business. The Company expects to procure monazite through Company-owned mines like the Bahia Project, joint ventures or other collaborations, and open market purchases. The Company is currently in advanced discussions with several additional current and future monazite producers around the world to potentially supply Energy Fuels’ REE initiatives.

Development of REE Separation Capability

In producing its commercial RE Carbonate, the Company has been separating lanthanum (“La”) and cerium (“Ce”) from the RE Carbonate stream utilizing existing Mill infrastructure in order to produce an RE Carbonate product with higher concentrations of NdPr and “heavy” REEs. This is the first commercial-level REE separation to occur in the U.S. in many years. Energy Fuels is also proceeding with the modification and enhancement of its infrastructure at the Mill (“Phase 1”) to expand its REE separation facilities to be capable of producing commercial quantities of separated NdPr oxide by early 2024, followed by planned further enhancements to expand NdPr production capability (“Phase 2”) and to produce separated Dy, Tb and potentially other REE materials in the future (“Phase 3”) from monazite and potentially other REE process streams.

The Company began construction on its “Phase 1” REE separation facilities in 2023, which includes modifications and enhancements to the solvent extraction (“SX”) circuits at the Mill. “Phase 1” is expected to have the capacity to process approximately 8,000 to 10,000 MT of monazite per year from the Mill’s process streams, producing roughly 4,000 to 5,000 MT TREO, containing roughly 800 to 1,000 MT of recoverable separated NdPr oxide per year, subject to receipt of sufficient monazite supply. Because Energy Fuels is utilizing existing infrastructure at the Mill, “Phase 1” capital is expected to total between $16 million and $18 million, or approximately $7 million to $9 million less than our initial $25 million budget. “Phase 1” is expected to be operational in early 2024, subject to successful construction and commissioning. At the current time, the Company expects to produce roughly 25 – 35 tonnes of NdPr oxide plus approximately 10 – 20 tonnes of an Sm+ RE Carbonate in Q2 2024, as it ramps-up and optimizes the newly installed circuit. If these milestones are achieved, Energy Fuels believes it will be the ‘first to market’ among U.S. companies with commercial quantities of separated NdPr available to EV, renewable energy and other companies for offtake.

During “Phase 2,” Energy Fuels expects to expand its NdPr separation capabilities, with an expected capacity to process roughly 30,000 to 50,000 MT of monazite per year, depending on the availability of monazite and expected recovery of roughly 15,000 to 25,000 MT of TREO, containing roughly 3,000 to 5,000 MT of NdPr oxide per year, or sufficient NdPr for 1.5 to 5.0 million EVs per year. “Phase 2” is also expected to add a dedicated monazite “crack-and-leach” circuit to the Mill’s existing leach circuits, which may be constructed as the first stage of Phase 2, prior to construction of the expanded NdPr separation capabilities. The Company expects to complete “Phase 2” in 2027, subject to licensing, financing and receipt of sufficient monazite feed.

During “Phase 3,” Energy Fuels expects to add “heavy” REE separation capabilities, including the production of Dy, Tb, and potentially other REE oxides and advanced materials. The Company will also evaluate the potential to produce La and Ce products. Monazite naturally contains higher concentrations of “heavy” REEs, including Dy and Tb, versus other REE-bearing ores, like bastnaesite, mainly due to the presence of another REE-bearing phosphate mineral called “xenotime.” “Phase 3” is expected to enable Energy Fuels to produce separated Dy, Tb, and potentially other “light” and “heavy” products. The Company also expects to have additional “heavy” REE feedstock stockpiled from “Phase 1” and “Phase 2.” During these earlier phases, the Company expects to produce NdPr oxide and a samarium-plus (“Sm+”) ”heavy” REE concentrate, which the Company will either sell or stockpile as feed for “Phase 3” REE separation. For reference, the monazite the Company has analyzed to date contains roughly 1% to 3% Dy and Tb, so 10,000 MT of monazite is expected to contain roughly 100 to 300 MT of Dy and Tb. The Company expects to complete “Phase 3” in 2028, subject to licensing, financing, and receipt of sufficient feed. Alternatively, the Company may delay Phase 2 and combine Phase 2 and Phase 3 separation capability.

See also “The Rare Earth Element Market,” below, for further details on the REE market and “Part II, Item 7. Rare Earth Sales” and “Update on Rare Earth Element Initiative” for further details on the above-referenced REE developments.

There are a number of risks inherent to the Company’s REE activities. See “Part I, Item 1A. Risk Factors.”

The Company’s Strategic Alliance for the Development of Radioisotopes for Medical Therapeutics

On July 28, 2021, the Company announced the execution of a Strategic Alliance Agreement with RadTran LLC (“RadTran”), a technology development company focused on closing critical gaps in the procurement of medical isotopes for TAT cancer therapeutics and other applications.

TAT is an in-development method of targeted radionuclide therapy for various cancers. It employs radioactive substances which undergo alpha decay to treat diseased tissue at close proximity. It has the potential to provide highly targeted treatment, especially to microscopic tumor cells. As in diagnostic nuclear medicine, appropriate alpha-emitting radionuclides can be chemically bound to a targeting biomolecule, such as a peptide, which carries the combined radiopharmaceutical to a specific treatment point (the cancerous cells). During the last decade, radiolabeled peptides that bind to different receptors on the tumors have been investigated as potential therapeutic agents both in the preclinical and clinical settings. Peptides, such as octreotide, alpha-melanocyte-stimulating hormone analogues, arginine-glycine-aspartic acid-containing peptides, bombesin derivatives and others may all be feasible for use with alpha-emitters.

The primary advantage of alpha particle emitters over other types of radioactive sources is their very high linear energy transfer and relative biological effectiveness. By comparison, beta particle emitters such as yttrium-90 can travel considerable distances beyond the immediate tissue before depositing their energy, thereby causing damage to surrounding healthy tissues, while alpha particles deposit their energy in 70–100 μm long tracks, thereby causing significantly less harm to surrounding healthy tissues. Further, alpha particles are more likely than other types of radiation to cause double-strand breaks to DNA molecules, which is one of several effective causes of cell death. In other words, the high level of radiobiological effectiveness of alpha particles, in comparison with beta emissions, requires fewer particle tracks to induce cell death.

Though many alpha emitters exist, useful isotopes need to have sufficient energy to cause damage to cancer cells, while at the same time have ahalf-life that is long enough to provide a therapeutic dose without remaining long enough to damage surrounding healthy tissue. Clinically effective alpha particle-emitting isotopes for cancer therapy should therefore have a short half-life, which will limit long-term radiation exposure and allow for the production, preparation, and administration of these isotopes for clinical use and application. Radium 223 dichloride is the first-in-class, commercially available targeted alpha therapy approved for the treatment of patients with metastatic castration-resistant prostate cancer with bone metastases. Given the established overall survival benefit conferred by radium 223 for patients with metastatic castration-resistant prostate cancer, several other targeted alpha therapies are being investigated in clinical trials across many tumor types.

Under its strategic alliance with RadTran, the Company is evaluating the feasibility of recovering Th-232 and Ra-226 from its existing RE Carbonate/uranium and uranium process streams at the Mill and, together with RadTran, is evaluating the feasibility of recovering Ra-228 from the Th-232 and potentially Th-228 from the Ra-228 and concentrating Ra-226 to commercial specifications at the Mill. Recovered Ra-228, Th-228 and Ra-226 would then be sold to pharmaceutical companies and others to produce Pb-212, Ac-225, Bi-213, Ra-224 and/or Ra-223, which are the leading medically attractive TAT isotopes for the treatment of cancer at this time. Existing supplies of these isotopes for TAT applications are in short supply, and methods of production are costly and currently cannot be scaled to meet the demand created as new drugs are developed and approved. This is a major roadblock in the research and development of new TAT drugs as pharmaceutical companies wait for scalable and affordable production technologies to become available. Under this initiative, the Company has the potential to recover valuable isotopes from its existing process streams, thereby recycling back into the market material that would otherwise be lost to disposal for use in treating cancer.

Activities being undertaken by the Company at this time include evaluations of the technical feasibility of recovering Th-232, Ra-228 and Th-228 from the Mill’s RE Carbonate/uranium process streams, and Ra-226 from the Mill’s uranium process streams; the permitting and licensing required to separate and recover Th-232, Ra-228, Th-228 and Ra-226 at the Mill; and the commercial feasibility of this project.

There are a number of risks inherent to the Company’s isotope activities. See “Item 1A. Risk Factors” under Item 1A, below.

San Juan County Clean Energy Foundation

On September 16, 2021, the Company announced its establishment of the San Juan County Clean Energy Foundation (the “Foundation”), a fund specifically designed to contribute to the communities surrounding the Mill in southeastern Utah. Energy Fuels deposited an initial $1 million into the Foundation at the time of formation and now provides ongoing funding equal to 1% of the Mill’s revenues, thereby providing an ongoing source of funding to support local priorities. The Foundation focuses on supporting education, the environment, health/wellness, and local economic development in the City of Blanding, San Juan County, the White Mesa Ute Community, the Navajo Nation and other area communities.

A seven-person Advisory Board, comprised of local citizens from San Juan County, evaluates grant applications on a quarterly basis and is making its recommendations to the Foundation’s Managers for final review and approval, who are currently the President and Chief Executive Officer and the Executive Vice President and Chief Legal Officer of the Company. As of the 2024 year-end, the Foundation has awarded 15 grants totaling $323,210, of which $236,710 was committed to American Indian initiatives. The Foundation’s website address is: https://sanjuancountycleanenergy.org/. The Foundation’s website and the contents thereof should not be considered to be incorporated by reference into this Annual Report.

Material Transactions

Sale of the Alta Mesa ISR Project

On February 15, 2023, the Company announced that it had closed on its sale of three wholly owned subsidiaries that together held Energy Fuels’ Alta Mesa ISR Project to enCore Energy (“enCore”) for total consideration of $120 million, paid as follows:

a.$60 million cash at or prior to closing; and

b.$60 million in a secured convertible note (the “Convertible Note”), payable in two years from the closing, bearing annual interest of eight percent (8%). The Convertible Note was convertible at Energy Fuels’ election into enCore shares at a conversion price of $2.9103, being a 20% premium to the 10-day volume-weighted average price of enCore's common shares ending the day before the closing. enCore is currently traded on the TSXV and NYSE American stock exchanges. The Convertible Note was guaranteed by enCore Energy Corp. and was fully secured by Alta Mesa. Except where the Company executed a block trade or similar distribution to sell the enCore common shares received on conversion of the Convertible Note, Energy Fuels was limited to converting the Convertible Note into a maximum of $10 million principal amount of the Convertible Note per thirty (30)-day period.

In addition, enCore was required to replace the existing reclamation bonds for the Alta Mesa project (approximately $10.3 million) shortly after the closing of the transaction, which resulted in Energy Fuels receiving an additional $3.6 million cash as a return of collateral from those bonds. The Company estimates that the sale of Alta Mesa reduced Energy Fuels’ cash burn by approximately $2 million per year, which affords the Company additional resources to allocate to Energy Fuels’ uranium, REE, vanadium and medical isotope business plans for the next two to three years.

During 2023, enCore redeemed $40.0 million of the principal amount of the Convertible Note and paid $1.8 million of interest to the Company in partial fulfillment of its obligations under the Convertible Note. On November 9, 2023, the Company sold the remaining $20.0 million principal amount of the Convertible Note for $21.0 million plus $1.5 million in unpaid accrued interest, less a sales commission of $0.1 million paid to a third-party broker. As a result, the Company received net cash proceeds of $64.2 million related to the redemptions, sale and interest received.

Acquisition of the Bahia Project in Brazil

On February 13, 2023, the Company announced that it had completed its previously announced acquisition of seventeen (17) mineral concessions between the towns of Prado and Caravelas in the State of Bahia, Brazil, totaling 15,089.71 hectares (or approximately 37.300 acres or 58.3 square miles) (the “Bahia Project”), for total cash consideration of $27.50 million. The Bahia Project is a well-known HMS deposit that has the potential to supply 3,000 to 10,000 metric tons of natural monazite concentrate per year for decades to the Mill for processing into high-purity REE oxides and other materials. The Company is currently in the midst of a sonic drilling program on the property to further define and quantify the HMC resource. The Company is also sampling the material and sending the material to laboratories for testing, including metal assay, mineralogic characterization and process testing. The Company expects to announce drilling results this year, and to engage industry experts to calculate an initial mineral resource estimate compliant with S-K 1300 (U.S.) and NI 43-101 (Canada).

2023 Corporate Developments

In addition to the Material Transactions detailed above, the Company saw the following corporate developments in 2023:

On January 19, 2023, the Company sold 300,000 pounds of U 3 O 8 to the U.S. Uranium Reserve Program for $18.47 million, or $61.57 per pound. During 2023, the Company sold a total of 560,000 pounds of uranium to the U.S. Uranium Reserve Program and into its portfolio of long-term contracts for a weighted-average sales price of $59.42 per pound.

During Q1-2023, the Company began modifying and enhancing its existing SX circuits at the Mill to be able to produce separated REE oxides (see “Phase 1” discussion under “Part I, Item 1. Description of Business - Development of REE Separation Capability,” above). Phase 1, which is expected to be completed in Q1-2024 and commissioned in Q2-2024, is expected to have the capacity to produce 800 to 1,000 metric tons of separated NdPr oxide, subject to successful commissioning and ramp-up and receipt of sufficient monazite feed.

On December 21, 2023, the Company announced that, in response to strong uranium market conditions, it had commenced uranium production at three of its permitted and developed uranium mines located in Arizona and Utah. In addition, the Company announced that it is preparing two additional mines in Colorado and Wyoming for expected production within one year and advancing permitting on several other large-scale U.S. mine projects in order to increase uranium production in the coming years. Once production is fully ramped up at the three mines, including the Pinyon Plain Project and the La Sal and Pandora mines (each of the La Sal and Pandora mines constitutes a portion of the La Sal Project), the Company expects to be producing uranium at a run-rate of approximately 1.1 to 1.4 million pounds per year. Ore will be stockpiled at the Mill for processing in 2024 or 2025, subject to market conditions, contract requirements and/or the Mill’s schedule.

On December 27, 2023, the Company announced that it had entered into a non-binding Memorandum of Understanding (“MOU”) with Astron Corporation Limited (“Astron”) to jointly develop the Donald Project in Australia. The Donald Project is a well-known and “shovel-ready” critical mineral deposit that the Company believes could provide it with another near-term, low-cost, and large-scale source of monazite sand in an REE concentrate (“REEC”) that would be transported to the Company’s Mill for the recovery of REE oxides and along with the contained uranium. The Donald Project has most licenses and permits in place (or at an advanced stage of completion). The MOU contemplates that the joint venture (the “Venture”) would initially consist of operations to mine 7.5 million metric tons of ore per year to produce approximately 200,000 to 250,000 metric tons of HMC per year and approximately 7,000 to 8,000 metric tons of REEC (“Stage 1”). It is contemplated that, as soon as practicable after commencing Stage 1 commercial production, the Venture would double ore production to 15 million metric tons per year to produce approximately 400,000 to 500,000 metric tons of HMC per year and approximately 13,000 to 14,000 metric tons of REEC per year (“Stage 2”). The MOU sets out in broad terms the basis upon which the parties would enter into an Australian incorporated Venture covering the tenements MIN5532 and RL2002, which together form the Donald Project. The MOU provides for the continuation of due diligence by Energy Fuels and the negotiation of definitive and binding agreements governing the venture. The MOU provides for Energy Fuels to invest Aus$180 million (approximately $117 million at current exchange rates) to earn a 49% interest in the Venture. In addition, the Company would issue to Astron common shares having a value of $17.5 million in consideration of RL2002 being included in the Venture. There can be no assurance that the Company will enter into definitive agreements to govern the Venture, or if entered into, that the terms will be as set out in the MOU.

Corporate Officers

Effective July 14, 2023, John L. Uhrie departed from the Company and ceased to be its Chief Operating Officer. Effective December 31, 2023, Tom L. Brock departed from the Company and ceased to be its Chief Financial Officer. Effective January 1, 2024, Nathan R. Bennett assumed his appointment as the Company’s Chief Accounting Officer/Interim Chief Financial Officer.

Company Strategy

Energy Fuels intends to continue to strengthen its position as a leading uranium extraction and recovery company in the U.S., supporting that goal through uranium recovery from mined ore, Alternate Feed Materials processing, third-party processing, monazite processing, and potential land cleanup work on abandoned uranium mines (“AUM”) throughout the western U.S. and elsewhere. The Company’s strategy is to maintain and advance its ability to increase uranium production in current and improved market conditions through the Mill (currently operating), the Pinyon Plain Project and the La Sal and Pandora mines

(each of the La Sal and Pandora mines constitutes a portion of the La Sal Project) (currently operating) and the Nichols Ranch Project (mining operations currently on standby, maintained in a ready-state), as well as through a large uranium resource base, its Alternate Feed Materials recycling program, and existing conventional projects under construction and/or in permitting. The Company will also be performing exploration activities to increase its resource base. In addition, the Company intends to continue producing vanadium as a co-product of uranium from certain of its vanadium-base properties, as market conditions warrant. In 2024, the Company expects to continue production from the three above-mentioned conventional uranium mines now in operation, to prepare two additional conventional uranium mines for potential production as soon as 2025, to complete, commission and optimize its Phase 1 REE separation circuit in early 2024 and produce separated NdPr oxide and an Sm+ RE Carbonate along with uranium from monazite sands through Q2 2024. The Company also expects to advance its Bahia Project in Brazil, to continue to evaluate entering into a Venture on the Donald Project with Astron in Australia, and to secure additional sources of monazite and potentially other feed for its emerging REE business. See “The Company’s Rare Earth Elements Business,” above. The Company will also continue to evaluate the potential for recovering certain radioisotopes from its existing process streams for use in making medical isotopes for emerging TAT cancer treatments. See “The Company’s Strategic Alliance for the Development of Radioisotopes for Medical Therapeutics,” above.

As a result of the foregoing, we are now or intend to engage in the following activities in 2024:

•in response to improving uranium market conditions, the Company recently began ramping up commercial uranium ore production at its conventional uranium Pinyon Plain and Pandora mines and its conventional uranium/vanadium La Sal Project. By mid- to late-2024, the Company expects to be producing uranium at a run-rate of approximately 1.1 to 1.4 million pounds per year. Uranium-bearing ore will be stockpiled at the Mill and processed later in 2024 or 2025;

•the Company expects to produce between 150,000 and 500,000 pounds of finished U 3 O 8 during 2024 from conventional ore and Alternate Feed Materials, depending on the timing of ramp up of production at the Company’s Pinyon Plain, La Sal and Pandora mines;

•the Company expects to sell between 300,000 and 600,000 pounds of uranium during 2024, of which between 200,000 and 300,000 pounds will be sold under its existing long-term contracts with utilities, with the remaining sales occurring on the spot market;

•the Company expects to perform exploration activities at its Nichols Ranch Project and further delineation drilling at its Pinyon Plain Project to increase its resource base;

•the Company expects to prepare two additional uranium mines (the Nichols Ranch ISR Project and the Whirlwind Project) to be ready to resume uranium ore production as soon as 2025. The exact timing for resumption of production from each of these projects will be subject to current and future uranium market conditions and/or procurement of additional long-term contracts;

•continue the Company’s ongoing efforts to develop a fully integrated U.S. REE supply chain, including the development of the Company’s Bahia Project in Brazil; the potential acquisition of additional sources of monazite sands; the completion, commissioning, and optimization of the Phase 1 REE separation capabilities at the Company’s Mill in early 2024; and the production of NdPr oxide and an Sm+RE Carbonate, along with uranium, from monazite sands through Q2 2024 (see “The Company’s Rare Earth Elements Business,” above);

•continue to pursue additional Alternate Feed Materials, third-party processing and other sources of feed for the Mill (including potential material recovered from AUM and other land cleanup work) and, when market conditions warrant, pursue the recovery of uranium and/or vanadium dissolved in the Mill’s tailings pond solutions;

•continue to maintain projects and facilities in a state of readiness for the purpose of restarting mining activities on an expedited basis, as contract obligations and market conditions may warrant;

•advance permitting and evaluation activities for the Sheep Mountain, Roca Honda and/or Bullfrog Projects; and

•continue to evaluate the potential for recovering and selling certain radioisotopes from the Mill’s existing process streams for use in making medical isotopes for emerging TAT cancer treatments.

Uranium Sales

With recent uranium market improvements, existing long-term sales commitments and the improved prospect of procuring additional long-term sales commitments, the outlook for sustained profitable production for the Company has improved significantly from the weak uranium market conditions that lasted until mid-2021.

As of the date of this Annual Report, the Company has entered into three uranium sales contracts with U.S. nuclear utilities, with 200,000 pounds of deliveries that occurred in January 2024 at an average price of $75.13 per pound (totaling $15.0 million). The Company has also entered into agreements to sell 100,000 pounds to each of two customers at an average price of $102.88 per pound, with deliveries expected to occur in March 2024 (totaling $10.29 million). In addition, a utility customer has the option to purchase an additional 100,000 pounds of uranium from the Company in 2024 by providing notice to the Company on or before October 1, 2024. The Company holds uncommitted inventory and, with the benefit of production in 2024 and beyond, will continue to evaluate additional spot and/or long-term uranium sales opportunities up to 300,000 pounds during 2024 and beyond. The Company may also evaluate the purchase of uranium on the spot market, subject to market conditions and contract requirements. The Company also completed the purchase of 100,000 pounds of U.S. origin U 3 O 8 during Q4-2023 at a price of $81.00 per pound (totaling $8.10 million).

The Company expects uranium inventories to total between approximately 585,000 and 935,000 pounds of U 3 O 8 at year-end 2024, subject to 2024 production levels and uranium sales and purchases. Energy Fuels’ uranium inventory provides the Company with financial flexibility, and the Company believes its existing inventories, purchases and new production will be sufficient to meet contract requirements through 2024 and over the life of the supply contracts, along with discretionary spot sales in 2024, as market conditions may warrant.

Overview of Uranium Market

The primary use of uranium is to fuel nuclear power plants for the generation of carbon- and emission-free electricity.

According to the World Nuclear Association (“WNA”), as of January 2024, there were 437 operable nuclear reactors world-wide, which required approximately 170.7 million pounds of U 3 O 8 annually at full operation. Worldwide, there are currently 61 new reactors under construction with an additional 115 reactors on order or in the planning stage and 326 having been proposed.

According to data from TradeTech LLC (“TradeTech”), the world continues to require more uranium than it produces from primary extraction. The gap between demand and primary supply is being filled by stockpiled inventories and secondary supplies, which the Company believes have dwindled significantly in recent years.

According to the WNA, the U.S. currently has 93 operating reactors, one reactor under construction, and another 21 reactors on order, planned or proposed. According to the U.S. Energy Information Administration (“EIA”), in 2022, the U.S. produced approximately 18.2% of its electricity from nuclear technology, while, according to the Nuclear Energy Institute (“NEI”), the U.S. achieved an average capacity factor of 92.7%, leading all other carbon-free sources by a wide margin. According to the EIA, U.S. utilities purchased approximately 40.5 million pounds of U 3 O 8 in 2022 (the last year reported). However, in 2022, U.S. uranium production was only 0.19 million pounds, of which 0.16 million pounds were produced by Energy Fuels.

In 2023, interest in the uranium and nuclear sectors continued to grow substantially, which the Company believes was driven by: (1) global efforts to reduce carbon emissions and a growing focus on electrification; (2) geopolitical tensions, particularly regarding Russia’s invasion of Ukraine; and (3) speculation based on supply and demand fundamentals. The Company believes that nuclear energy is essential to the global economy and addressing climate change, as it reliably and affordably provides electricity 24/7 and 365 days per year while generating lower life-cycle carbon emissions than other baseload energy sources (NREL, September 2021).

The Company believes the geopolitical uncertainty and market tightness experienced in the 2023 uranium and nuclear fuel markets will continue in 2024. Russia’s unprovoked invasion of Ukraine in 2022 continues to create uncertainty across the nuclear fuel sector, including uranium mining, conversion, and enrichment, due to Russia’s control of a significant amount of global uranium capacity across these nuclear fuel sectors. According to World Nuclear News, Russia controls 14% of the global supply of U 3 O 8, 27% of uranium conversion, and 39% of enrichment (WNN, May 5, 2022). Furthermore, it is the Company’s belief that nuclear utilities, particularly in the U.S. and Europe, are seeking to reduce or eliminate their reliance on Russia for their supply of uranium and nuclear fuel due to the potential effects of sanctions (including pending legislation in Congress to ban Russian uranium and nuclear fuel imports), transportation, public and investor relations and other concerns. According to data from TradeTech, during 2023, uranium enrichment prices rose from $110.00 per separative work unit (“SWU”) to $155.00 per SWU (up 40%); uranium conversion prices rose from $40.00 per KgU to $46.00 per KgU (up 15%); and U 3 O 8 prices rose from $47.60 per pound of U 3 O 8 to $91.00 per pound of U 3 O 8 (up 91%).

Uranium is not traded on an open market or organized commodity exchange, although the CME Group provides financially settled uranium futures contracts. Typically, buyers and sellers negotiate transactions privately, either directly or through brokers and intermediaries. Spot uranium transactions typically involve deliveries that occur immediately and up to 12 months in the future. Term uranium transactions typically involve deliveries that occur more than 12 months in the future, with long-term transactions involving delivery terms of at least three years. Uranium prices, both spot and term, are primarily published by two independent market consulting firms, TradeTech and UxC, LLC, on a weekly and monthly basis, along with daily price indicators. Other brokers, including Uranium Markets LLC, Evolution Markets Inc. and Numerco Ltd., also publish daily average uranium prices.

Historically, most nuclear utilities have sought to purchase a portion of their uranium needs through mid- and long-term supply contracts, while other portions are bought on the spot market. According to EIA data, in 2022, U.S. utilities purchased 15% of their uranium on the spot market with the remaining 85% purchased under mid- and long-term contracts; through 2032, U.S. utilities have approximately 179.2 million pounds of unfilled uranium requirements (EIA, Uranium Marketing Annual Report, 2022). Buyers seek to balance the security of supply with the opportunity to take advantage of lower prices. For this reason, both buyers and sellers track current spot and term prices for uranium carefully, make considered projections as to future prices, and negotiate with one another on transactions which each deems favorable to their respective interests.

The graph, below, shows the monthly spot (blue line) and long-term (red line) uranium price from August 1969 up to January 2024 as reported by TradeTech (not adjusted for inflation):

To give a more recent perspective over the last five years, the graph below shows the monthly spot (blue line) and long-term (red line) uranium price from January 2020 up to January 2024, as reported by TradeTech (not adjusted for inflation):

According to monthly price data from TradeTech, uranium prices during 2023 were up $43.40, or 91%, for the year. Monthly spot prices began the year at $47.60 per pound of U 3 O 8 on December 31, 2022 and ended the year at $91.00 per pound on December 31, 2023, reaching a high of $91.00 per pound for the month of December 2023 and a low of $47.60 per pound at the beginning of the period. According to TradeTech, the spot price was $102.00 per pound as of February 16, 2024. TradeTech price data also indicated that long-term U 3 O 8 prices began 2023 at $53.00 per pound and ended 2023 at $68.00 per pound. The high long-term price for 2023 was $68.00 per pound in December 2023, and the low long-term price was $53.00 per pound for the months beginning with December 2022 through March 2023. The long-term price as of February 16, 2024 was $72.00 per pound.

According to TradeTech, U 3 O 8 prices rose significantly in December 2023 due to:

“[T]he confluence of a number of factors that were building within the market. A combination of exceptional growth expectations for future nuclear power following the United Nations’ COP 28 climate conference in Dubai earlier [in December], along with a supply deficit set against the backdrop of growing geopolitical uncertainty, accelerated the rise in prices that characterized recent months.” TradeTech, The Nuclear Review – January 2024, January 31, 2024.

In addition, on December 11, 2023, the U.S. House of Representatives passed legislation which would ban the import of Russian low-enriched uranium, or “LEU.” While the legislation is currently stalled in the U.S. Senate, “many market participants [are] of the opinion that the Senate is likely to pass a ban similar to that passed in the House .… [and] most market participants believe it is a question of ‘when, not if’ regarding whether the Senate will take up the issue of the Russian ban on nuclear fuel in January. If this is the case, then it is very likely that sellers will respond by raising offer prices yet again.” As of the current time, the legislation remains stalled in the Senate.

It is the opinion of the Company that the Russian ban is likely to result in a further increase in uranium prices in the short term. However, there is significant uncertainty around the mechanisms and criteria for the U.S. government to grant waivers from the import ban, including how much Russian uranium will be allowed to be imported into the U.S. under waivers. Therefore, the market response to the Russian ban over the medium- to long-term is unknown at this time. In addition, because uranium is a global commodity, and Russia will continue to export uranium to other nations, including China, it is the Company’s belief that any price increase could be temporary and partially driven by speculation.

It is the Company’s belief that the price increase seen in early-February 2024 was driven by market fundamentals. On February 1, 2024, Kazatomprom, the state-owned Kazakh uranium company and the world’s largest uranium producer, stated that it’s 2024 and 2025 production “will be about 20% below the amount stipulated in subsoil use agreements” (World Nuclear News, Kazatomprom confirms 2024 production plans as acid woes continue, February 1, 2024). In August 2022, Kazatomprom stated that “it planned to increase its 2024 uranium production to a 90% level relative to its subsoil use agreements”, versus 80% in 2023. But that plan was adjusted “because of the challenges it is now facing”, primarily acid prices and availability, with Kazatomprom experiencing a 33.6% increase in the cost of sulfuric acid in 2023. Kazatomprom further stated that “[p]roduction plans for 2025 could be ‘unfavourably’ influenced if access to sulfuric acid continues to be limited through 2024 and delays in construction at Kazatomprom’s newly developed deposits are not reduced.” Resolution or a continuation of issues in Kazakhstan are likely to influence uranium market sentiment and price forecasts in the coming months.

As a result, the Company believes uranium prices are likely to continue to trend upward. This could be amplified by speculation surrounding the Russian uranium ban and other factors. However, the Company believes that there are risks to maintaining the currently elevated uranium prices, including a satisfactory conclusion to the Russia-Ukraine conflict causing Russia’s large nuclear fuel capacity to return to the global market, Kazatomprom resolving it’s production issues, and new uranium projects successfully coming online.

Uranium Market Outlook and Uranium Marketing Strategy

The Company believes that world demand for clean, carbon-free, reliable, and affordable baseload electricity is growing. As a result of the expected growth of nuclear energy, the depletion of existing uranium mines and inventories, and geopolitical events putting a greater focus by buyers on security of supply, the Company believes the current- and long-term fundamentals of the uranium industry remain positive. Uranium spot prices rose sharply in 2023, due to several factors, including geopolitical factors, improved long-term demand forecasts, depletion of existing mines, and demand by financial entities, all of which created significant tightness in spot markets. However, inflation, employment challenges and other factors are increasing the costs of uranium production. Therefore, the Company continues to believe that prices must remain at current levels or rise to higher levels to support the additional primary production that will be required to meet the increasing demand. We expect to see more nuclear units constructed around the world, while primary mine production drops due to depletion of resources, reduced production and low prices. According to TradeTech, world uranium requirements continue to exceed primary mine production, with the gap being bridged by dwindling secondary supplies and excess uranium inventories in various forms that have already been mined. At the same time, a large portion of global uranium production remains state-owned and state-subsidized, and therefore not subject to normal market fundamentals, which the Company believes present risks to the current strong market. However, Russia’s invasion of Ukraine, and continued attacks on civilian populations, has increased demand for non-Russian uranium. As a result, uranium prices exhibited strength throughout 2023, and the Company has observed significantly more interest in both spot transactions and long-term contracts for U 3 O 8 from utilities.

The Company believes that certain uranium supply and demand fundamentals point to sustained market strength and potentially higher prices in the future, including significant production cuts and/or shortfalls, and increased demand from utilities, financial entities, traders, and producers. However, the Company also believes that while uranium market conditions have improved significantly since 2021, they still remain vulnerable, primarily as a result of secondary uranium supplies, excess inventories, and non-market activities of state-owned enterprises, primarily in Russia. While U.S. and European utilities are reducing their exposure to Russian supply, the Company believes that Russia maintains significant capabilities across the nuclear fuel cycle, which could re-enter the global market in the future upon resolution of the conflict in Ukraine, circumvention of trade restrictions, or other factors. As mentioned above, it remains to be seen whether Russia’s invasion of Ukraine will result in the U.S. and other western countries reducing Russian uranium supply over the long term, thereby increasing the demand for non-Russian sources of uranium, which could benefit the U.S. uranium mining industry.

The Company’s marketing strategy is to seek a base of earnings and cash flow through sales of a portion of its uranium into term contracts, to the extent such contracts are available at satisfactory prices. To gain exposure to increasing uranium prices, the Company seeks to sell a portion of its planned uranium extraction into contracts with market-related formulas, if available at satisfactory prices, and through future spot and term sales. Further exposure to increasing uranium prices can be generated through the Company’s ability to bring additional uranium extraction online in the future in response to increasing prices, which can be sold on a market-related or fixed basis at then prevailing prices.

During 2022, the Company entered into three long-term uranium sales contracts with U.S. nuclear utilities. Base quantities under these contracts total 3.0 million pounds with deliveries to occur during the 2023 – 2030 time period. So far, the Company delivered 260,000 pounds of uranium under these contracts in 2023 and another 200,000 pounds so far in 2024. If the buyers exercise all remaining options, total delivery quantities could increase to as much as 3.6 million pounds. Annual quantities vary year-to-year, with lower delivery quantities in the early years, and higher quantities in the later years. Contract pricing has a fixed price component (fully indexed to inflation) and a spot market component, along with floor and ceiling prices (fully indexed to inflation). The Company expects to fill deliveries during the early years of these contracts from its significant existing produced inventories. The Company also entered into contracts to sell an additional 100,000 pounds of uranium on the spot market in Q1-2024 at a weighted average price of $102.88 per pound.

In addition, during Q4-2023, the Company completed the purchase of 100,000 pounds of U 3 O 8 for a price of $81.00 per pound.

The Company’s uranium inventories, along with expected uranium production in 2024 and subsequent years, are expected to provide the Company with the flexibility to complete spot sales in 2024 in response to improved market conditions, should the Company desire to do so. The Company will also continue to evaluate the potential to complete opportunistic purchases of uranium during 2024.

The Rare Earth Element Market

REEs are a group of 17 chemical elements (the 15 elements in the lanthanum series, plus yttrium and scandium) that are used in a variety of clean energy and advanced technologies, including wind turbines, EVs, cell phones, computers, flat panel displays, advanced optics, catalysts, medicine and national defense applications. Monazite, the source of REEs currently utilized by the Company, also contains significant recoverable quantities of uranium, which fuels the production of carbon-free electricity using nuclear technology. According to industry analyst Wood-Mackenzie, most demand for REEs is in the form of separated REEs, “as most end-use applications require only one or two separated rare earth compounds or products.” (Wood Mackenzie, Rare Earths, Outlook to 2030, 20 th Edition). The main uses for REEs include: (i) battery alloys; (ii) catalysts; (iii) ceramics, pigments and glazes; (iv) glass polishing powders and additives; (v) metallurgy and alloys; (vi) permanent magnets; (vii) phosphors; and (viii) others (Adamas Intelligence). By volume, REEs used for permanent magnets (neodymium (Nd), praseodymium (Pr), dysprosium (Dy), and terbium (Tb)) and catalysts (cerium (Ce) and lanthanum (La)) comprised 60% of total consumption, yet over 90% of the value consumed.

Typical natural monazite sands from the southeast U.S. average approximately 55% TREO and 0.20% uranium, which is the typical grade of uranium found in uranium mines that have historically fed the Mill. Of the 55% TREO typically found in the monazite sands, the NdPr comprises approximately 22% of the TREO. NdPr is among the most valuable of the REEs, as it is the key ingredient in the manufacture of high-strength permanent magnets, which are essential to the lightweight and powerful motors required in EVs and permanent magnet wind turbines used for renewable energy generation, as well as in an array of other modern technologies, including mobile devices and defense applications. Monazite concentrates also contains higher concentrations of “heavy” REEs, including dysprosium (Dy) and terbium (Tb) used in permanent magnets, relative to other common REE ores.

The Company is currently primarily focused on NdPr, Tb, Dy and, to a lesser extent, La, Ce and Sm. The REE supply chain starts at a mine. REEs are mined both as a primary target, like the Mountain Pass REE mine in California, and as a byproduct, which is the case of Chemours’ Offerman Mineral Sand Plant, where the natural monazite sands are physically separated from the other mined sands. Mining creates an ore, which in the case of the Chemours material is the natural monazite sands that are physically separated from the other mined mineral sands. The ore then goes through a process of cracking and cleaning at the Mill that may include acids or caustic solutions, elevated temperature and pressure to recover the uranium and free the REEs from the mineral matrix. After removal of the uranium, which will be sold into the commercial nuclear fuel cycle for the creation of carbon-free nuclear energy, this solution is cleaned of any remaining deleterious elements (including remaining radioactive elements) and made into an RE Carbonate, which is a form acceptable as an SX feedstock for REE separation. SX facilities then use solvents and a series of mixer-settlers for the separation of the REEs in the RE Carbonate from each other and to create the desired purified REE products (often as oxides) for the market or particular end user. Separated REE products are typically sold to various markets, depending on the use. Separated REE products can be made into REE metals and metal-alloys, which are used for magnets and other applications.

To date, substantially all the RE Carbonate produced by the Mill has been sold to Neo. The Mill is currently modifying and enhancing its existing SX facilities to result in an SX REE separation circuit at the Mill, which, based on current engineering, is expected to be capable of producing up to 1,000 tonnes of separated NdPr oxide per year. The Company is also currently evaluating the potential to produce other downstream REE materials, including REE metals and alloys, in the future at the Mill or elsewhere in the U.S.

REEs are commercially transacted in a number of forms and purities. Therefore, there is no single price for REEs collectively, but numerous prices for various REE compounds and materials. The primary value that the Company expects to generate in the short- to medium-term will come from NdPr, Dy, Tb, Ce, and La, as the price the Company receives from the sale of its RE Carbonate is tied to the prices of those REE oxides. In addition, the Company expects to produce separated REE oxides in the future, commencing with NdPr expected in 2024. The following table sets forth certain REE compounds and materials mid-point prices in RMB¥/kg and their approximate value in USD$/kg, according to date from Asian Metal:

The REE market is dominated by China, which produces approximately nearly 90% of refined REE products according to the International Energy Agency. According to Wood Mackenzie, “The rare earths industry continues to evolve under the energy transition. Decarbonisation of key sectors such as transport and increasing renewable energy generation is driving demand for rare earth permanent magnets. Global supply also remains strong with diversification high on the agenda for governments around the world. Prices for neodymium-praseodymium oxide were comparatively low for much of 2023. This was caused by adequate supply and sustained market uncertainty caused by challenging economic conditions, particularly within China. As we move into 2024, short term prices remain under pressure, though we expect market sentiment to improve.”

While China consumes the most REEs in its manufacturing industries, much of it is consumed in the manufacture of end-use goods for export and by non-Chinese companies operating within China. REE separation facilities are additionally located in Vietnam, India, as well as Silmet in Estonia, and use a variety of feedstocks and sources with small-scale or experimental operational facilities located elsewhere (Russia included).

The Company sees its commercial production of RE Carbonate to date and its expected production of NdPr oxide in 2024 as the first steps in an effort to restore the REE supply chain in the U.S., where one currently does not exist. Multiple potential domestic sources of mined mineral sands, including monazite, exist in North America and are potential feedstocks for the Mill; in addition, there is one producer of REEs from hard rock mining in California, which currently ships its material to Asia. On a global level, there is a potential to acquire natural monazite sands from the following locations: Australia, South Africa, Madagascar, New Zealand, the Philippines, Indonesia, Brazil, Malaysia, Thailand, India, Russia and others.

As demand for clean energy technologies and other advanced technologies increases in the coming years, the Company expects demand and prices for REEs to increase. Increases in supply sources for REEs are expected in conjunction with this anticipated rising demand.

The Vanadium Market

Vanadium is a metallic element that, when converted into ferrovanadium (“FeV”) (an alloy of vanadium and iron), is used primarily as an additive to strengthen and harden steel and make it anti-corrosive. According to market consultant FastMarkets, over 90% of FeV is used in the steel industry. In addition, vanadium is used in the aerospace and chemical industries, and continues to see interest in energy storage technologies, including vanadium redox flow batteries. China is the largest global producer of vanadium, with additional production coming from Russia, South Africa and Brazil (Roskill).

Vanadium markets have “shown steady declines over much of 2023,” according to reporting by Fastmarkets. The same report indicated that the, “end of the seasonal summer shutdown period failed to reignite end-user demand.”European ferro-vanadium prices at lowest since February 2021, September 25. A lower pricing environment persisted in late 2023 as one trader noted to Fastmarkets, “the reason why the China vanadium pentoxide exports went up in November is mainly because many market participants feel the vanadium pentoxide price is at the bottom now, and they intended to stock some, which prompted more active spot deals.”China’s November vanadium pentoxide exports up 81.46% vs month prior; imports down 99.84%.

During the year ended December 31, 2023, the mid-point price of vanadium in Europe decreased by 31% from $9.44 per pound V 2 O 5 as of December 31, 2022 to $6.53 per pound V 2 O 5 as of December 31, 2023. The price of vanadium has ranged from a high of $10.80 per pound V 2 O 5 between February 3, 2023 and February 16, 2023 and a low of $5.65 per pound V 2 O 5 between December 1, 2023 and December 14, 2023. The Company believes one of the main drivers of V 2 O 5 prices is demand for steel, including global prospects for economic growth, construction, infrastructure and auto manufacturing. According to Fastmarkets, “the continued decline in the Chinese vanadium pentoxide price comes amid fewer steel mill tenders in the run-up to the Lunar New Year holiday, as well as lower bids,” and “sluggish steel demand during the off-peak season has also weighed on China’s vanadium nitrogen prices.” Fastmarkets, China vanadium prices drop further on limited buying, January 25, 2024. The Company believes that V 2 O 5 prices will increase once confidence in the Chinese and global economy returns. As of February 16, 2024, the price of vanadium was $6.88 per pound V 2 O 5.

As a result of strong vanadium markets during Q1-2023, the Company opportunistically sold 79,344 pounds of V 2 O 5 (contained in FeV) at a weighted average price of $10.98 per pound. The Company expects to continue to sell vanadium from its inventory into rising markets if they continue, failing which the Company plans to maintain its vanadium inventory for future sales at opportune times. The Company currently has 905,000 of pounds V 2 O 5 in finished goods inventory and an estimated 1.0 to 3.0 million pounds of V 2 O 5 in its tailings solutions, which are available for future recovery, as market conditions warrant.

Competition

The uranium industry is highly competitive. The Company competes with mining and exploration companies for uranium sales, the acquisition of uranium mineral properties, and the procurement of equipment, materials and personnel necessary to explore, develop, and extract uranium from such properties. There is competition for a limited number of uranium acquisition opportunities, including competition with other companies having substantially greater financial resources, staff and facilities than the Company. As a result, the Company may encounter challenges in acquiring attractive properties, and exploring and advancing properties currently in the Company’s portfolio. In addition, Energy Fuels competes with other uranium recovery companies, along with traders, brokers, financial institutions, converters, enrichers, and other market actors, including some that are state-owned and state-subsidized, for uranium sales. Due to the Company’s limited capital, personnel and the relative size of its operations, the Company may be at a competitive disadvantage compared to some other companies with regard to exploration and, if warranted, development of and production from mining properties and securing uranium sales. The Company believes that competition for acquiring mineral prospects and completing uranium sales will continue to be intense in the future.

The REE industry is also highly competitive, particularly to the extent it is dominated by China, which produces nearly 90% of refined REE products according to the International Energy Agency. Chinese companies bid aggressively to acquire monazite and other minerals to feed this production. The Company competes with Chinese companies and companies from other countries that are in or trying to break into the REE market, for sources of monazite and will be expected to compete with Chinese companies and companies from other countries as they develop production capacity at the RE Carbonate crack and leach, REE separation, REE metal and alloy making, REE magnet making, and REE product marketing and sales stages of the REE supply chain, as well as for the acquisition of monazite and other mineral properties, for mining and exploration on such properties, and for the procurement of equipment, materials and personnel necessary to explore, develop, and extract monazite from such properties. There is competition for a limited number of monazite acquisition opportunities, including competition with other companies having substantially greater financial resources, staff and facilities than the Company. As a result, the Company may encounter challenges in acquiring attractive properties, and exploring and advancing properties currently in the Company’s portfolio. In addition, Energy Fuels will compete with other REE companies, along with traders, brokers, financial institutions, and other market actors, including some that are state-owned or state-supported or subsidized, for RE Carbonate and REE oxide sales. Due to the Company’s limited capital, personnel and the relative size of its operations, the Company may be at a competitive disadvantage compared to some other companies with regard to the acquisition, exploration and, if warranted, development of and production from mining properties, production of REE products and securing REE product sales. The Company believes that competition for acquiring monazite prospects, production of REE products and completing REE product sales will continue to be intense in the future. To the extent many Chinese companies are state-subsidized or otherwise supported, the Company expects to continue to face tough competition in the REE space.

The availability of funds for the acquisition, exploration, evaluation, permitting and construction of monazite projects and the development of REE separation, metal and metal alloy making and magnet making is limited, and the Company may find it difficult to compete on an international scale with larger and more established and/or subsidized REE companies for capital. The Company’s inability to continue exploration, advancement, the acquisition of new properties, and the development of REE separation, metal and metal alloy making and magnet making, due to lack of funding, could have a material adverse effect on the Company’s future operations and financial position.

However, the Company believes it has a competitive advantage over many of its peers in the U.S. domestic uranium space and in the world REE space, outside of China, to the extent it has diversified business opportunities, including its ability to produce uranium, its ability to recover RE Carbonate, along with uranium, from monazite sand ores and its expected ability to produce separated REE oxides at the Mill in 2024, its ability to recover vanadium as market conditions may warrant, and its potential ability to recover certain radioisotopes for use in TAT medical therapeutics.

Government Regulation

The Company’s properties and facilities are subject to extensive laws and regulations which are overseen and enforced by multiple federal, state and local authorities. These laws govern exploration, construction, extraction, recovery, processing, exports, various taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species, toxic and hazardous substances, and other matters. Uranium minerals exploration, extraction, recovery, and processing are also subject to risks and liabilities associated with the perceived potential for impacts to the environment and disposal of waste products occurring as a result of such activities.

Compliance with these laws and regulations may impose substantial costs on the Company and may subject the Company to significant potential liabilities. Changes in these regulations or changes in regulatory attitudes or interpretations could require the Company to expend significant resources to comply with new laws or regulations, attitudes or interpretations relating thereto, or changes to current requirements and could have a material adverse effect on the Company’s business operations. However, compliance with government regulations generally, including but not limited to environmental regulations, is an integral part of the Company’s day-to-day business and impacts virtually all the Company’s capital expenditure and operating decisions at its facilities, as the Company’s facilities and operations must comply with this extensive array of environmental, health and safety laws and regulations. The costs of compliance with these laws and regulations are therefore well understood and assumed by the Company in all its capital budgeting decisions, project analyses and cost and earnings projections. As all the Company’s competitors in the uranium mining industry in the U.S. face the same or similar regulatory requirements, the Company does not believe its need to comply with this extensive array of laws and regulations materially affects the Company’s competitive position within the U.S. uranium mining industry.

As monazite is a uranium ore and is processed through the White Mesa Mill for the recovery of uranium and REEs, and all separation activities are expected to take place at the Mill, all the regulations applicable to uranium recovery and processing at the Mill apply to the processing of monazite at the Mill, the production of RE Carbonate and the planned separation of REE oxides at the Mill.

Environmental Regulations

Exploration, development and extraction activities are subject to environmental regulations which may prevent or delay the continuance of our activities. In general, our exploration, evaluation and extraction activities are subject to federal and state laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Specifically, we are subject to legislation regarding emissions into the environment, water discharges, and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires facility sites to be reclaimed in accordance with such legislation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date, compared to industry norms.

Uranium milling in the U.S. is primarily regulated by the United States Nuclear Regulatory Commission (the “NRC”) pursuant to the Atomic Energy Act of 1954, as amended. Its primary function is to ensure the protection of employees, the public, and the environment from radioactive materials, and it also regulates most aspects of the uranium recovery process. The NRC regulations pertaining to uranium recovery facilities are codified in Title 10 of the Code of Federal Regulations.

On August 16, 2004, the State of Utah became an Agreement State for the regulation of uranium mills. This means that the primary regulator for the Mill is now the State of Utah Department of Environmental Quality (“UDEQ”) rather than the NRC. At that time, the Mill’s NRC Source Material License was transferred to the State of Utah and became Radioactive Materials License Number UT 1900479 (the “Radioactive Materials License”), which was renewed in January 2018 as Amendment #8 (Renewal), then reissued as a Revised Renewal on February 16, 2018, by UDEQ’s Division of Waste Management and Radiation Control (“DWMRC”). The Radioactive Materials License is up for renewal in February 2028. The State of Utah incorporates, through its own regulations or by reference, all aspects of Title 10 pertaining to uranium recovery facilities. When the State of Utah became an Agreement State, it required that a Groundwater Discharge Permit (“GWDP”) be put in place for the Mill. The GWDP is required for all similar facilities in the State of Utah, and specifically tailors the implementation of the state groundwater regulations to the Mill site. The State of Utah requires that every operating uranium mill have a GWDP, regardless of whether the facility discharges to groundwater. The GWDP for the Mill was finalized and implemented in March 2005, then renewed in January 2018. Most recently, the GWDP renewal application was submitted in July 2022 and remains under consideration with DWMRC. The Mill also maintains a permit approval for air emissions with the UDEQ, Division of Air Quality.

Conventional uranium extraction is subject to regulation by a number of agencies including: (1) local county and municipal government agencies; (2) the applicable state divisions responsible for mining and protecting the environment within Utah, Colorado, Arizona, New Mexico, and Wyoming; (3) the U.S. Bureau of Land Management (the “BLM”) and the United States Forest Service (the “USFS”) on public lands under their jurisdiction; (4) the U.S. Mine Safety and Health Administration (“MSHA”); (5) the United States Environmental Protection Agency (the “EPA”) for radon emissions from underground mines; and (6) other federal agencies, including without limitation the U.S. Fish and Wildlife Service, U.S. Army Corps of Engineers (“USACE”) and the DOE, where certain conditions exist. In addition, a uranium processing facility at the Sheep Mountain Project, if and when constructed, will be subject to regulation under the State of Wyoming, as an NRC Agreement State, as a uranium processing facility and for permanent disposal of the resulting tailings.

The provisions of the Atomic Energy Act and its regulations that are applicable to uranium milling also apply to our ISR facilities in Wyoming. The Nichols Ranch Project has a Source Material License. The Nichols Ranch Source Material License was originally issued by the NRC; however, the State of Wyoming became an NRC Agreement State on September 30, 2018 and the Wyoming Department of Environmental Quality (“WDEQ”) - Land Quality Division (“WDEQ-LQD”) subsequently assumed all management and oversight functions. The Nichols Ranch Source Material License was issued most recently by the NRC on March 22, 2017 as Amendment No. 5, which is currently in timely renewal with WDEQ-LQD. Nichols Ranch is also regulated by the State of Wyoming and the EPA under the Clean Water Act, the Clean Air Act and the Resource Conservation and Recovery Act. In addition, ISR wellfields require an Underground Injection Control (“UIC”) Permit under the Safe Drinking Water Act, as administered by the State and/or EPA. ISR operations are subject to regulations by the U.S. Occupational, Safety and Health Administration, rather than MSHA.

Because monazite sands are a naturally occurring uranium ore, which also contain REEs, monazite sands are processed at the Mill under the Mill's existing Radioactive Materials License, GWDP and other permits as a uranium ore, and the resulting RE Carbonate and separated REE oxides are also recovered under those existing licenses and permits. The Company is evaluating whether any additional licenses or permits or amendments to existing licenses or permits may be required for any of the modifications and enhancements to existing Mill facilities required for and the operation of its planned REE separation circuits at the Mill.

The Company currently has a Research and Development (“R&D”) license for the recovery of R&D quantities of Ra-226 at the Mill, issued by DWMRC in 2023. It is expected that the potential recovery and concentration of R&D quantities of Th-232, Ra-228 and/or Th-228 will also require similar R&D licenses or amendments to the existing Ra-226 R&D license and that the potential recovery and concentration of commercial quantities of Th-232, Ra-228, Th-228 and/or Ra-226 will require additional licensing by DWMRC at the Mill.

Reclamation bonds or the equivalent have been posted for each of the Company’s material properties that have structures or facilities. Energy Fuels is required to have export licenses issued by the NRC for its uranium exports, unless otherwise permissible pursuant to the Mill’s existing Radioactive Materials License due to the nature of the material in question. Such licenses are obtained by the Company as required.

Land Tenure

U.S. Land Tenure

The Company’s land holdings in the U.S. are held either by leases from the fee simple owners (private parties or the State) or unpatented mining claims located on property owned and managed by the U.S. Federal Government. Annual fees must be paid to maintain unpatented mining claims, but work expenditures are not required. Holders of unpatented mining claims are generally granted surface access to conduct mineral exploration and extraction activities. However, additional permits and plans are generally required prior to conducting exploration or mining activities on such claims.

On July 9, 2009, BLM issued a Notice of Proposed Withdrawal (“2009 Notice”) under which it proposed that a total of approximately one million acres of public lands around the Grand Canyon National Park be withdrawn from location and entry under the Mining Law of 1872 (the “Mining Law”), subject to valid existing rights. In the 2009 Notice, BLM stated that the purpose of the withdrawal, if determined to be appropriate, would be to protect the Grand Canyon watershed from any adverse effects of locatable hardrock mineral exploration and mining. The 2009 Notice segregated the lands from location and entry under the mining laws for up to two years to allow time for various studies and analyses, including appropriate National Environmental Policy Act (“NEPA”) analysis. In order to allow more time for BLM to complete its NEPA analysis, the U.S. Department of the Interior (the “DOI”) published Public Land Order 7773 on June 21, 2011, which effected a six-month emergency withdrawal of the area. The emergency withdrawal prevented the lands from being open to location and entry under the Mining Law upon expiration of the two-year segregation while the DOI completed the decision–making process on the proposed withdrawal. The emergency withdrawal was effective from July 21, 2011 to January 20, 2012. During the two-year segregation and six-month emergency withdrawal, the BLM, along with its cooperating agencies, completed various studies and analyses of resources in the withdrawal area, including an Environmental Impact Statement (“EIS”) under NEPA. These studies and analyses were undertaken to provide the basis for the final decision regarding whether to proceed with the proposed withdrawal or to select an alternative action. Based on this analysis, on January 9, 2012, the DOI announced its final decision to withdraw from location and entry under the Mining Law, subject to valid existing rights, the total of approximately one million acres of lands originally proposed in the 2009 Notice (the “Withdrawn Lands”), for a 20-year period. Lawsuits challenging this decision were filed by various industry groups and interested parties. In addition, legislation has been proposed in both the U.S. House of Representatives and U.S. Senate, which would make the withdrawal permanent, subject to preexisting rights. The Company will continue to track the progress of this and any other relevant legislation.

Then, on August 8, 2023, President Biden designated the Baaj Nwaavjo I’tah Kukveni – Ancestral Footprints of the Grand Canyon National Monument, which comprised approximately one million acres of previously Withdrawn Lands in three distinct areas to the south, northeast and northwest of Grand Canyon National Park. As stated in the fact sheet for the national monument designation, “The national monument designation recognizes and respects valid existing rights. The proclamation specifies that maintenance and upgrades to water infrastructure for flood control, utilities, water district facilities, wildlife water catchments, and other similar uses may continue; and that utility lines, pipelines, and roads can continue to be maintained, upgraded, and built consistent with proper care and management of the monument objects. Existing mining claims – predating a 20-year mineral withdraw initiated in 2012 – will remain in place, and the two approved mining operations within the boundaries of the monument would be able to operate.”

As a result of the 2009 withdrawal from location and entry and the 2023 national monument designation, no new mining claims may be staked on the Withdrawn Lands or within the boundaries of the national monument, and no new Plans of Operations may be approved, other than Plans of Operations on mining claims that were valid at the time of the segregation, withdrawal or national monument designation, as applicable, and that remain valid at the time of plan approval. Case law indicates that a miner establishes valid Congressionally provided rights under the Mining Law through certain unilateral acts, and that such acts are presumptively recognized as valid claims in which the holder has valid existing rights unless and until the DOI or U.S. Federal Courts declare otherwise. However, the BLM and USFS, each at their discretion, may perform a mineral examination and Mineral Report, which involves an economic evaluation of a project, in order to reflect an agency’s belief about certain mining claims that may be used in support of a future mining claim contest on the validity of existing rights. All the Company’s properties located on the Arizona Strip, with the exception of its Wate property and certain exploration properties held by the Company’s subsidiary, Arizona Strip Partners LLC, are located within the Withdrawn Lands and boundaries of the Grand Canyon National Monument. A mineral examination on the Company’s EZ Project will need to be completed by BLM, in conjunction with its review of the Company’s proposed Plan of Operations for that project. Mineral examinations were not required for the Company’s Arizona 1 and Pinenut projects, which had previously approved Plans of Operations and were previously active. Although the Company’s Pinyon Plain Project also has an approved Plan of Operations, and a mineral examination is not required, the USFS voluntarily performed a mineral examination on that project in 2012 in order to clarify the agency’s own position on the underlying claims and concluded that the Pinyon Plain Project’s claims constituted valid existing rights (“VERs”). The USFS also concluded that no additional approvals were required on the Pinyon Plain Project that would trigger any further NEPA analysis as a major federal action.

The Company believes that all its material projects within the Withdrawn Lands and boundaries of Grand Canyon National Monument are on valid mining claims that will withstand a mineral examination. However, market conditions may postpone or prevent the performance of mineral examinations on certain properties and, if a mineral examination is performed on a property, there can be no guarantee that the mineral examination would not result in one of more of the Company’s mining claims being deemed invalid and/or that ongoing litigation challenging the validity of a VER determination would not result in the overturn of such determination, either of which could prevent a project from proceeding.

Former President Obama additionally designated the Bears Ears National Monument by executive order in December of 2016, which comprised 1.35 million acres of land in San Juan County, Utah. The designated land included a portion of County Road 258, which the Company formerly relied on for access to its formerly owned Daneros Project (for which it currently acts as Operator on behalf of successor-in-interest Consolidated Uranium Inc., see “Part II, Item 8. Financial Statements and Supplementary Data - Note 17 Related Party Transactions”), and a property boundary that abutted the boundary of the Mill and encompassed two water sampling sites the Company monitors for the Mill. In December 2017, former President Trump issued a Proclamation that amended former President Obama’s 2016 Proclamation and reduced the monument to two parcels encompassing a total of 201,876 acres, releasing 1.15 million acres. That Proclamation was later challenged in Federal Court. On December 23, 2017, the Company issued a press release reiterating its past and present support of Bears Ears National Monument, and clarifying that the Company sought only minor adjustments to the original boundaries of the monument to prevent the boundary from directly abutting some of its existing operations, which were very minor adjustments, insignificant compared to the original size of the monument and not a reflection of former President Trump’s nearly 85% reduction. Then, on October 8, 2021, President Biden issued a new proclamation restoring the original borders of Bears Ears National Monument, which consists “of those lands reserved as part of the Bears Ears National Monument as of December 3, 2017, and the approximately 11,200 acres added by Proclamation 9681, encompassing approximately 1.36 million acres.” In doing so, all such lands and interests contained within the monument were “appropriated and withdrawn from all forms of entry, location, selection, sale, or other disposition under the public land laws or laws applicable to the USFS, from location, entry, and patent under the mining laws, and from disposition under all laws relating to mineral and geothermal leasing, other than by exchange that furthers the protective purposes of the monument” (see “A Proclamation on Bears Ears National Monument,” dated October 8, 2021). As a result, it is possible that the Mill could become subject to additional requirements, restrictions and costs if the reversion to the original designation is upheld in Court, pending any legal challenges by the State of Utah or otherwise.

Brazilian Land Tenure

Mineral tenure is guaranteed by the Federal Constitution in Brazil. Mineral resources are separate from the surface owners (i.e. split estate), and the Republic of Brazil is the owner of all mineral resources. The federal government can grant mineral rights for exploration and production to Brazilian companies (or foreign companies with established Brazilian entities). Brazilian entities that are granted mining rights have the ownership of the product they are mining. Mineral rights can be assigned, transferred or subject to encumbrance, provided that legal requirements are fulfilled and that the transaction is registered with and approved by the Brazilian National Mining Agency (“ANM”).

Mineral rights do not grant the land where the mineral deposits are located, but do provide the possibility of creating a mineral easement that allows holders of the mineral rights the ability to explore or mine the mineral and take ownership of the product. This right of access also includes neighboring lands, as long as ANM recognizes that such lands are needed for exploration and production. The surface owners are entitled to a royalty and damages caused by exploration, mining and ancillary activities. A maximum royalty is set at half the federal government royalty. If the company and the surface owner are unable to reach an agreement the matter will be settled by the local court based on criteria provided in applicable laws.

The granting of mineral rights in Brazil is performed in four steps:

1. Exploration Authorization: A 1-3 year authorization that is renewable for an additional 1-3 years. Exceptions can be made for additional renewals following the first authorization. The purpose of this authorization is to allow a company to explore for a mineral of interest. The company must then submit an exploration report to ANM. ANM will approve or deny the report based on the economic and technical feasibility of exploiting the mineral explored for under the report.

2. Right to Request a Mining Concession: Following approval of the exploration report the company has 1 year to apply for a mining concession. This request period can be renewed, upon request and justification, based on ANM’s criteria. If ANM does not agree with the justification, ANM may request the holder of the mineral right to proceed with the request for a mining concession stage. Eventually, ANM can forfeit the request right if there is clear and strong evidence of procrastination.

3. Mining Concession Request: The request for a mining concession has to include a mine development plan. Furthermore, the mining concession will only be granted once an environmental construction permit is obtained. Extensions can be granted if the environmental permitting process is delayed. The holder must use best efforts to obtain the environmental permit and report to ANM. Eventually, ANM can deny the request if there is clear and strong evidence of procrastination.

4. Mining Concession: This is the approval to mine. Once this is granted the company has six months to start mining and is required to provide an annual report to ANM. The mining concession is valid for the life of the mine.

Environmental and Social Efforts and Impacts

Uranium is the fuel for carbon-free, emission-free baseload nuclear power and is a key factor in successfully combating global climate change. In addition to producing uranium from our mines, we recycle other companies’ uranium-bearing tailings or wastes (Alternate Feed Materials) at the Mill for the extraction of uranium that would otherwise have been permanently disposed of, thereby reducing the need for new mining by maximizing extraction of existing sources and limiting the number of constituents ultimately disposed of. We also recover previously disposed of uranium and vanadium by recycling the Mill’s tailings solutions. Furthermore, our production of a commercially salable RE Carbonate through the recycling of natural monazite sands, which have historically been considered wastes due to their radioactive content, and our planned REE separation activities, allow us to provide crucial links in a commercially viable U.S. REE supply chain for use in key green energy technologies, such as solar panels, wind turbines, and electric and hybrid car batteries. In addition, our program for the potential recovery of radioisotopes for use in the production of TAT therapeutics for cancer treatments involves recycling the Mill’s existing process streams for the recovery of valuable radioisotopes that have traditionally been considered wastes and have been permanently disposed of.

Through these operations and initiatives, we remain diligent in our efforts to ensure our operations minimize any impacts to public health, safety and the environment, including any impacts to water, air, wildlife, soil, cultural resources, the occupational health and safety of our workers and any impacts to members of the public. Our Environment, Health, Safety and Sustainability (“EHSS”) Committee has been delegated authority by the Board to monitor and guide the Company in developing and implementing its core EHSS principles, including maintaining radiation exposures not only within regulatory limits but as low as reasonably achievable through an extensive internal audit program, as well as authority for monitoring programs to identify and mitigate risks in ensuring the highest standards of environmental protection and human health and safety across the Company’s operations. The EHSS Committee also monitors the Company’s sustainability programs, including its efforts to pro-actively evaluate its programs and activities to ensure they meet the Company’s sustainability goals and objectives. Our Sustainability Report, which was first released in 2020 and is in the process of being updated, is available on the Company’s website atwww.energyfuels.com.

Our operations are located primarily in rural and underserved areas and support the local economies, not only through the taxes we pay to local authorities and the salaries and wages we pay to our employees and to numerous third-party contractors, such as transportation companies, equipment rental companies, equipment vendors and service providers, but also indirectly through the “multiplier effect” to the communities as a whole. That is, the money we pay directly to our employees, contractors, vendors and providers is spent by them in the communities, thereby providing income to local businesses and wages and salaries to employees and owners of those business, who in turn spend their income, salaries and wages on other businesses in the community. Indeed, as the largest private employer in San Juan County, Utah, the Mill is a very significant factor in the local economy.

In furtherance of our sustainability objectives, the Company’s Foundation contributes to the communities surrounding the Mill in Southeastern, Utah by providing funding to support local priorities. The Foundation focuses on supporting education, the environment, health/wellness, and local economic development in the City of Blanding, San Juan County, Indigenous and other area communities. See “San Juan County Clean Energy Foundation.”

Employees

As of the date of this Annual Report, the Company and its subsidiaries have approximately 147 full-time employees, substantially all of whom are employed through the Company’s wholly owned, indirectly held subsidiary Energy Fuels Resources (USA) Inc. We operate in established mining areas where we have found sufficient available personnel for our business plans.

Energy Fuels is an equal opportunity employer and is committed to making employment decisions based on valid job requirements, without regard to race, color, national origin, gender, religion, age, sex, sexual orientation, gender identity or gender expression, disability, veteran status or any other legally protected status. The Company also provides reasonable accommodation for qualified individuals with known disabilities and employees whose work requirements interfere with a religious belief unless doing so would result in an undue hardship to the Company or cause a direct threat to health or safety.

The Company actively engages with its Board of Directors (the “Board”) to continually make improvements to diversity through inclusion. Pursuant to the Company’s Diversity Policy, Energy Fuels’ Governance and Nominating Committee (“GN Committee”) is required to monitor, on an ongoing basis, the implementation and effectiveness of the Diversity Policy and to, at least annually, assess: (i) the mix of diversity, skill and expertise on the Board and the Executive Team, (ii) the measurable objectives set pursuant to the Policy, and (iii) progress in achieving such measurable objectives, including any targets, if set. As a part of its annual assessment, the GN Committee reviews its Diversity Policy for relevance and effectiveness, any new shareholder advisory guidelines, TSX and NYSE American company guides and any changes to legal requirements, and provides to the Company’s Board its Annual Report with recommendations to improve and sustain diversity at the executive and Board levels. Most recently, in January 2024, the GN Committee recommended to the Board, and the Board approved and adopted, a number of diversity-based recommendations that include maintaining its measurable objectives of having, at current Board size, a qualified Board that is at least 30% gender diverse (including a minimum of one woman) at all times with at least one qualified racially or ethnically diverse director on the Board at all times. See the Company’s Proxy Statement on Schedule 14A, filed April 4, 2023, for our most recent disclosure on Energy Fuels’ diversity statistics.

Available Information

Detailed information about Energy Fuels is, and will continue to be, included in our annual reports on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedules 14A and other reports, and amendments to those reports that we file with or furnish to the SEC and, for Canadian purposes, the Ontario Securities Commission (“OSC”). The Company is a U.S. domestic issuer for SEC reporting purposes, most of its shareholders are U.S. residents, the Company is required to report its financial results under U.S. GAAP and its primary trading market is the NYSE American. However, prior to January 1, 2016, we were a foreign private issuer subject to limited periodic disclosure and current reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), so we did not file Forms 10-K or 10-Q prior to January 2016. All such Forms 10-K, 10-Q and 8-K, including any amendments to such reports, filed after January 1, 2016 are available free of charge on our website, www.energyfuels.com, as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the SEC. However, our website and any contents thereof should not be considered to be incorporated by reference into this Annual Report. In addition, all public filings, including Insider Reports, of the Company can be found on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) platform, and on the OSC’s System for Electronic Document Analysis and Retrieval (“SEDAR”) and System of Electronic Disclosure by Insiders (“SEDI”). We will furnish copies of such reports free of charge upon written request to our Investor Relations department. You can contact our Investor Relations department at:

Energy Fuels Inc.

225 Union Blvd., Suite 600

Lakewood, Colorado, 80228

Tel: 303.974.2140

Fax: 303.974.2141

Toll Free: 1.888.864.2125

E-mail: investorinfo@energyfuels.com

Additionally, our Articles of Incorporation and By-laws, Charters of the Audit, Compensation, GN and EHSS Committees, Sustainability Report, and the majority of our Company policies, are available on our website. We will furnish copies of such information free of charge upon written request to our Investor Relations department.