ENERGY FUELS INC
For the period ended Mar 31, 2025. Filed May 7, 2025.
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Mar 31, 2025 · Filed May 7, 2025
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ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(unaudited) (Expressed in thousands of U.S. dollars, except per share amounts)
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenues (Note 17) | $16,898 | $25,426 |
| Operating costs and expenses: | ||
| Costs applicable to revenues | 18,124 | 11,052 |
| Exploration, development and processing | 6,686 | 2,805 |
| Standby | 1,867 | 1,333 |
| Accretion of asset retirement obligations | 1,073 | 276 |
| Selling, general and administration | 15,341 | 7,939 |
| Total operating costs and expenses | 43,091 | 23,405 |
| Operating income (loss) | (26,193) | 2,021 |
| Other income (expense): | ||
| Gain on sale of assets | 355 | — |
| Equity in loss of unconsolidated affiliate | (141) | — |
| Other income (loss) (Note 14) | (1,491) | 1,617 |
| Total other income (expense) | (1,277) | 1,617 |
| Income (loss) before income taxes | (27,470) | 3,638 |
| Income tax benefit | 1,146 | — |
| Net income (loss) | (26,324) | 3,638 |
| Net loss attributable to non-controlling interest | (27) | (1) |
| Net income (loss) attributable to Energy Fuels Inc. | $(26,297) | $3,639 |
| Basic net income (loss) per share (Note 11) | $(0.13) | $0.02 |
| Diluted net income (loss) per share (Note 11) | $(0.13) | $0.02 |
| Items that may be reclassified in the future to income (loss) | ||
| Foreign currency translation adjustment | $(597) | $— |
| Comprehensive loss | (597) | — |
| Comprehensive income (loss) | $(26,921) | $3,638 |
| Comprehensive loss attributable to non-controlling interest | (27) | (1) |
| Comprehensive income (loss) attributable to Energy Fuels Inc. | $(26,894) | $3,639 |
Condensed Consolidated Balance Sheets
(unaudited) (Expressed in thousands of U.S. dollars, except share amounts)
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | $73,001 | $38,603 |
| Marketable securities (Notes 4 and 16) | 89,638 | 80,854 |
| Trade and other receivables, no allowance for credit losses, as of March 31, 2025 and December 31, 2024 | 20,370 | 37,763 |
| Inventories (Note 6) | 67,684 | 66,504 |
| Prepaid expenses and other current assets | 6,187 | 6,463 |
| Total current assets | 256,880 | 230,187 |
| Mineral properties, net (Note 7) | 283,375 | 278,330 |
| Property, plant and equipment, net (Note 7) | 57,031 | 55,187 |
| Investments (Note 8) | 20,954 | 15,890 |
| Intellectual property, net (Note 3) | 4,638 | 4,767 |
| Restricted cash (Note 9) | 20,176 | 20,002 |
| Other assets | 7,738 | 7,606 |
| Total assets | $650,792 | $611,969 |
| LIABILITIES & EQUITY | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities (Note 14) | $23,915 | $32,228 |
| Asset retirement obligations (Note 9) | 15,925 | 24,604 |
| Contingent consideration (Notes 3 and 16) | 1,725 | 1,764 |
| Other liabilities | 707 | 693 |
| Total current liabilities | 42,272 | 59,289 |
| Asset retirement obligations (Note 9) | 21,616 | 19,513 |
| Other liabilities | 1,475 | 1,490 |
| Total liabilities | 65,363 | 80,292 |
| Equity | ||
| Share capital Common shares, without par value, unlimited shares authorized; shares issued and outstanding 214,837,845 and 198,666,994 as of March 31, 2025 and December 31, 2024, respectively | 1,017,803 | 937,889 |
| Accumulated deficit | (430,320) | (404,023) |
| Accumulated other comprehensive loss | (6,669) | (6,072) |
| Total shareholders' equity | 580,814 | 527,794 |
| Non-controlling interest | 4,615 | 3,883 |
| Total equity | 585,429 | 531,677 |
| Total liabilities and equity | $650,792 | $611,969 |
| Commitments and contingencies (Note 14) | ||
Condensed Consolidated Statements of Changes in Equity
(unaudited) (Expressed in thousands of U.S. dollars, except share amounts)
| Common Stock · Accumulated Earnings (Deficit) · AccumulatedOtherComprehensiveLoss · TotalShareholders'Equity · Non-ControllingInterests · Total Equity | |||||||
|---|---|---|---|---|---|---|---|
| Shares · Amount | |||||||
| Balance as of December 31, 2024 | 198,666,994 | $937,889 | $(404,023) | $(6,072) | $527,794 | $3,883 | $531,677 |
| Net loss | — | — | (26,297) | — | (26,297) | (27) | (26,324) |
| Other comprehensive loss | — | — | — | (597) | (597) | — | (597) |
| Shares issued for cash by at-the-market offering | 15,807,475 | 79,695 | — | — | 79,695 | — | 79,695 |
| Share issuance cost | — | (2,072) | — | — | (2,072) | — | (2,072) |
| Share-based compensation | — | 2,832 | — | — | 2,832 | — | 2,832 |
| Shares issued for the vesting of restricted stock units | 293,306 | — | — | — | — | — | — |
| Cash paid to fund employee income tax withholding due upon vesting of restricted stock units | — | (664) | — | — | (664) | — | (664) |
| Shares issued for exercise of stock options | 70,070 | 123 | — | — | 123 | — | 123 |
| Cash received from non-controlling interest | — | — | — | — | — | 759 | 759 |
| Balance as of March 31, 2025 | 214,837,845 | $1,017,803 | $(430,320) | $(6,669) | $580,814 | $4,615 | $585,429 |
| Balance as of December 31, 2023 | 162,659,155 | $733,450 | $(356,258) | $(1,946) | $375,246 | $3,959 | $379,205 |
| Net income (loss) | — | — | 3,639 | — | 3,639 | (1) | 3,638 |
| Shares issued for cash by at-the-market offering | 619,910 | 4,898 | — | — | 4,898 | — | 4,898 |
| Share issuance cost | — | (110) | — | — | (110) | — | (110) |
| Share-based compensation | — | 1,345 | — | — | 1,345 | — | 1,345 |
| Shares issued for the vesting of restricted stock units | 253,922 | — | — | — | — | — | — |
| Cash paid to fund employee income tax withholding due upon vesting of restricted stock units | — | (837) | — | — | (837) | — | (837) |
| Shares issued for exercise of stock appreciation rights | 89,794 | — | — | — | — | — | — |
| Cash paid to settle and fund employee income tax withholding due upon exercise of stock appreciation rights | — | (552) | — | — | (552) | — | (552) |
| Shares issued for exercise of stock options | 29,116 | 103 | — | — | 103 | — | 103 |
| Balance as of March 31, 2024 | 163,651,897 | $738,297 | $(352,619) | $(1,946) | $383,732 | $3,958 | $387,690 |
Condensed Consolidated Statements of Cash Flows
(unaudited) (Expressed in thousands of U.S. dollars)
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| OPERATING ACTIVITIES | ||
| Net income (loss) | $(26,324) | $3,638 |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
| Depletion, depreciation and amortization | 1,271 | 668 |
| Share-based compensation | 2,605 | 1,345 |
| Accretion of asset retirement obligations | 1,073 | 276 |
| Settlement of asset retirement obligations | (7,649) | — |
| Unrealized foreign exchange loss | 1,423 | 702 |
| Equity in loss of unconsolidated affiliates | 141 | — |
| Realized gain on marketable securities | (188) | (212) |
| Gain on sale of assets | (355) | — |
| Other, net | (76) | (24) |
| Changes in current assets and liabilities: | ||
| Marketable securities | 852 | (540) |
| Inventories | (180) | 8,719 |
| Trade and other receivables | 17,400 | (60) |
| Prepaid expenses and other current assets | 236 | (850) |
| Accounts payable and accrued liabilities | (9,060) | (4,821) |
| Net cash provided by (used in) operating activities | (18,831) | 8,841 |
| INVESTING ACTIVITIES | ||
| Additions to property, plant and equipment | (4,309) | (4,783) |
| Additions to mineral properties | (4,284) | (2,476) |
| Purchases of marketable securities | (37,209) | (64,730) |
| Maturities of marketable securities | 27,760 | 57,165 |
| Purchase of investments | (5,682) | — |
| Proceeds from sale of assets | 355 | — |
| Net cash used in investing activities | (23,369) | (14,824) |
| FINANCING ACTIVITIES | ||
| Issuance of common shares for cash, net of issuance costs | 77,623 | 4,788 |
| Cash paid to fund employee income tax withholding due upon vesting of restricted stock units | (664) | (837) |
| Cash received from exercise of stock options | 123 | 103 |
| Cash paid to settle and fund employee income tax withholding due upon exercise of stock appreciation rights | — | (552) |
| Cash received from non-controlling interest | 759 | — |
| Net cash provided by financing activities | 77,841 | 3,502 |
| Effect of exchange rate fluctuations on cash held in foreign currencies | (1,069) | (46) |
| Net change in cash, cash equivalents and restricted cash | 34,572 | (2,527) |
| Cash, cash equivalents and restricted cash, beginning of period | 58,605 | 75,024 |
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $93,177 | $72,497 |
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Supplemental disclosure of cash flow information: | ||
| Cash paid for interest | $56 | $65 |
| Increase (decrease) in accrued capital expenditures and accounts payable for property, plant and equipment and mineral properties | $540 | $(18) |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited) (Tabular amounts expressed in thousands of U.S. dollars, except share and per share amounts)
- THE COMPANY AND DESCRIPTION OF BUSINESS
Energy Fuels Inc. was incorporated under the laws of the Province of Alberta and was continued under the Business Corporations Act (Ontario).
Energy Fuels Inc. and its subsidiary companies (collectively the “Company” or “Energy Fuels”) are together engaged in conventional andin situ recovery (“ISR”) uranium extraction, recovery and sales of uranium from mineral properties and the recycling of uranium-bearing materials generated by third parties, along with the exploration, permitting and evaluation of uranium properties in the U.S. As a part of these activities, the Company also acquires, explores, evaluates and, if warranted, permits uranium properties. The Company’s final uranium product, uranium oxide concentrate (“U 3 O 8” or “uranium concentrate”), also known as “yellowcake,” is sold to customers for further processing into fuel for nuclear reactors. The Company also produces vanadium pentoxide (“V 2 O 5”) as a co-product of uranium at the White Mesa Mill (the “White Mesa Mill” or the “Mill”), from certain of its Colorado Plateau properties and at times from solutions in its Mill tailings impoundment system, each as market conditions warrant. The Mill has produced rare earth elements (“REE”) carbonate (“RE Carbonate”) from various uranium- and REE-bearing materials acquired from third parties since 2021 and completed modifications and enhancements to its existing infrastructure for the production of separated REE products, producing separated neodymium/praseodymium (“NdPr”) in 2024.
The Company owns the Bahia Project in Brazil, which is an exploration/permitting stage property for the potential production of heavy mineral sands (“HMS”) that would be sold into the commercial HMS market while the associated monazite would be used as a feedstock ore for production of REEs and uranium at the Mill.
On June 3, 2024, the Company executed binding agreements (collectively, the “JV Agreements”) with Astron Corporation Limited (“Astron”) for the creation of a joint venture (the “Donald Project JV”) to jointly develop and operate the Donald Project. See Note 3 – Transactions
On October 2, 2024, the Company acquired Base Resources Limited increasing its portfolio of other HMS/monazite/REE projects around the world (see Note 3 – Transactions).
Additionally, the Company is evaluating the potential to recover radioisotopes from its existing uranium process streams at the Mill for use in targeted alpha therapy (“TAT”) cancer treatments (See Note 3 – Transactions).
With its uranium, vanadium, REE, HMS 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 – one of the cleanest forms of energy in the world; REEs are used to manufacture permanent magnets for electric vehicles (“EVs”), wind turbines and other clean energy and modern technologies. Concurrently, the Company’s recycling program (which includes processing uranium from other uranium-bearing materials not derived from natural or native ores, referred to as “Alternate Feed Materials,” recycling tailings solutions and performing other activities for the recovery of uranium, vanadium and potentially other metals and radionuclides) works to reduce the levels of new production and natural disturbances needed to meet global energy demand by recycling feed sources that would have otherwise been lost to direct disposal and extracting additional valuable minerals from them. Through its uranium and REE production and long-standing recycling program, Energy Fuels works to help address global climate change by producing materials that ultimately reduce reliance on carbon dioxide (“CO 2”) emitters, such as fossil fuels, while also ensuring that materials already extracted but only partially utilized are instead used to the fullest extent practicable so as to limit the global mining footprint and reduce the number of constituents ultimately disposed of. Additionally, certain radioisotopes, which the Company is evaluating for recovery from its uranium processing streams, have the potential to provide the isotopes needed for emerging TAT cancer treatments.
As of March 31, 2025, the Company is a “production stage issuer” as defined by S-K 1300, as it is engaged in the material extraction of Mineral Reserves on at least one material property.
Mining Activities
The Company’s mining activities consist of the Mill, multiple conventional uranium mining projects and an ISR mining project (complete with an ISR recovery facility on standby). Of the conventional mining projects, the Pinyon Plain, Whirlwind, La Sal,
Bullfrog, Arizona Strip and Roca Honda Projects are located on the Colorado Plateau and within trucking distance of the Mill, while the Sheep Mountain Project is located in Wyoming and the Bahia Project is located in Brazil. The Company’s Nichols Ranch Project (including the Jane Dough and Hank Satellite deposits) is an ISR project located in Wyoming.
As of March 31, 2025, the Company continued ore production at its Pinyon Plain, La Sal and Pandora Projects, as well as exploration drilling and analysis at its Pinyon Plain, Nichols Ranch and Bahia Projects. The other conventional uranium mining projects are on standby and are being evaluated for continued mining and other activities and/or are in the process of being permitted. The Mill continues to receive third-party uranium-bearing mineralized materials from mining and other industry activities for processing and recycling, while also expanding its REE initiatives and pursuing its TAT cancer-fighting initiatives.
On October 2, 2024, the Company acquired the Kwale HMS Project in Kenya and the Toliara HMS Project in Madagascar as part of its acquisition of Base Resources on October 2, 2024. See Note 3 – Transactions for more information.
On June 3, 2024, the Company created the Donald Project JV with Astron to jointly develop the Donald Project. See Note 3 – Transactions for more information.
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These unaudited condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto and the summary of significant accounting policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025.
These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements are presented in thousands of U.S. dollars, except for share and per share amounts. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included are adequate to make the information presented not misleading.
In management’s opinion, these unaudited condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s audited consolidated financial statements for the year ended December 31, 2024. However, the results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year.
Principles of Consolidation
These unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions, balances and unrealized gains and losses on transactions between the Company and its subsidiaries are eliminated.
Segment Information
The Company regularly reviews its segment reporting for alignment with its strategic goals and operational structure, as well as for evaluation of business performance and allocation of resources by the chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer. In October 2024, the Company reassessed and revised its operating strategies following the acquisition of Base Resources, as a result of which it determined that its reportable segments were based on uranium, HMS and REE. The CODM primarily uses operating income (loss) and net income (loss) to evaluate the performance of the Company’s reportable segments.
Recently Adopted Accounting Standard
In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU requires annual and interim disclosures about significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, as well as the amount and composition of other segment items. The Company adopted this standard prospectively on January 1, 2024 (see Note 19 – Reportable Segments).
- TRANSACTIONS
Acquisition of Base Resources
On October 2, 2024, EFR Australia Pty Ltd (“EFR”), a wholly owned subsidiary of the Company, completed the acquisition of all of the fully paid ordinary shares (the “Transaction”) of Base Resources pursuant to the Scheme Implementation Deed (the “Deed”).
Under the Deed, at closing, each holder of ordinary shares of Base Resources received consideration of (i)0.0260 Company common shares for each Base Resources share held on the Scheme Record Date (being 5 pm Perth, Australia time on Wednesday, September 18, 2024) (the “Share Consideration”), and (ii) AUS$0.065 in cash, paid by way of a special dividend by Base Resources to its shareholders. The total Share Consideration issued by Energy Fuels was $178.44 million and the total special dividend value was approximately $55.08 million. Holders of ordinary shares of Base Resources that reside in certain jurisdictions received the net proceeds from the sale of the Company’s common shares by a nominee in lieu of the Share Consideration.
The following table summarizes the acquisition date fair value of the consideration transferred:
| Share Consideration | Shares | Per Share | Purchase Consideration |
|---|---|---|---|
| Energy Fuels Inc. common shares exchanged for Base Resources Limited ownership interest | 31,920,983 | $5.59 | $178,438 |
| Total consideration paid | $178,438 | ||
Base Resources, now a wholly owned subsidiary of the Company, owns the Toliara HMS and monazite project in Madagascar (the “Toliara Project”). In addition to its stand-alone ilmenite and rutile (titanium) and zircon (zirconium) production capability, the Company believes the Toliara Project also contains large quantities of monazite, which is a rich source of the ‘magnetic’ REEs used in electric vehicles (“EVs”), hybrid EVs, and a variety of clean energy, defense and advanced technologies, which, upon development, are expected to be shipped to the Mill for the recovery of REEs and the contained uranium. The Toliara Project was suspended by the Government of Madagascar in November 2019 pending negotiation of fiscal terms applying to the Toliara Project. The Government of Madagascar lifted the suspension on November 28, 2024, and on December 5, 2024, the Company entered into a Memorandum of Understanding (the “MOU”) with the Government of Madagascar setting forth certain key terms applicable to the Toliara Project. The Company is working with the Government of Madagascar to formalize fiscal and other terms applicable to the Toliara Project through an investment agreement, amendments to existing laws and other mechanisms as appropriate. See Note 15 – Commitments and Contingencies for more information.
Base Resources also owns the Kwale HMS Project in Kenya, which completed its mine life in December 2024 and has reclamation activities ongoing.
In January 2018, Base Resources completed the acquisition of the Toliara Project in Madagascar with payment of $75.00 million in up-front consideration for an initial 85% interest. In January 2020, in accordance with the terms of the share sale agreement with seller World Titane Holdings Limited, Base Resources acquired the remaining minority interest in the Toliara Project. A further $17.00 million (deferred consideration) was payable on the achievement of key milestones, of which $0.17 million was paid prior to the Transaction closing. A change of control occurred as a result of the Transaction and Base Resources accelerated and paid the remaining $16.83 million of deferred consideration on October 16, 2024.
The Company retained an independent appraiser to determine the fair value of assets acquired and liabilities assumed. The Transaction has been accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805.
As of March 31, 2025, the Company had not yet fully completed the analysis to assign fair values to all assets acquired and liabilities assumed; therefore, the purchase price allocation for Base Resources is preliminary. As of March 31, 2025, remaining items to finalize the fair value include: deferred tax assets; mineral properties; property, plant and equipment; and other provisions. The purchase price allocation will be subject to further refinements that may result in adjustments to the fair value of assets acquired and liabilities assumed based on the available information at acquisition date. These refinements may result in changes to the estimated fair value of assets acquired and liabilities assumed. The purchase price allocation adjustments can be made throughout the end of the Company’s measurement period, which is not to exceed one year from the acquisition date.
The following table summarizes the purchase price allocation for the Transaction:
| October 2, 2024 | |
|---|---|
| Assets | |
| Cash and cash equivalents | $26,479 |
| Trade and other receivables | 19,429 |
| Inventories(1) | 36,100 |
| Prepaid expenses and other current assets | 6,097 |
| Total current assets | 88,105 |
| Mineral properties(2) | 154,074 |
| Property, plant and equipment, net(3) | 12,000 |
| Restricted cash | 527 |
| Other assets(6) | 1,182 |
| Total assets | 255,888 |
| Liabilities | |
| Accounts payable and accrued liabilities(5) | 25,270 |
| Asset retirement obligations(4) | 25,700 |
| Contingent consideration | 16,830 |
| Other liabilities | 490 |
| Total current liabilities | 68,290 |
| Asset retirement obligations(4) | 8,468 |
| Other liabilities | 692 |
| Total liabilities | 77,450 |
| Net assets acquired | $178,438 |
(1) The fair value of stockpile inventories is based on the lower of cost or net realizable value, reduced by a profit allowance.
(2) The fair value of mineral properties is based on applying the income approach plus residual value in accordance with ASC 930.
(3) The fair value of property, plant and equipment is based on applying the cost valuation method.
(4) The fair value of asset retirement obligation is based on applying the income approach.
(5) The fair value of the redundancy provision included within accrued liabilities is based on applying the income approach.
(6) The Company acquired net deferred tax assets of $39.50 million. The Company maintained a full valuation allowance against the net deferred tax assets acquired from Base Resources and intends to continue maintaining a full valuation allowance on its net deferred tax assets until there is sufficient evidence to support the reversal of all or a portion of the allowance.
Joint Venture with Astron on the Donald Project
On June 3, 2024, the Company executed binding agreements (collectively, the “JV Agreements”) with Astron Corporation Limited (“Astron”) for the creation of a joint venture (the “Donald Project JV”) to jointly develop and operate the Donald Rare Earth and Mineral Sands Project in Australia (the “Donald Project”). The Donald Project is a well-known HMS and REE deposit that the Company believes could provide it with another near-term, low-cost, and large-scale source of monazite sand that would be transported to the Mill for the recovery of separated REE products. The Donald Project has most licenses and permits in place (or at an advanced stage of completion). The JV Agreement provides Energy Fuels the right to invest up to AUS$183.00 million (approximately $114.50 million at March 31, 2025 exchange rates) to earn up to a 49% interest in the Donald Project JV, of which approximately $18.59 million has been invested through March 31, 2025 in preparation for a final investment decision (“FID”). If a positive FID is made, the remainder will be invested to develop the Donald Project and to earn into the full 49% interest in the Donald Project JV, and the Company will issue Energy Fuels common shares (“Common Shares”) to Astron having a value of up to $17.50 million, of which $3.50 million of Common Shares were issued on September 24, 2024 upon the satisfaction of certain conditions precedent (the “Completion Issuance”) and the remainder would be issued upon such positive FID. On September 25, 2024, the Donald Project JV was established and the Company earned an initial 3.21% interest in the Donald Project in exchange for the Completion Issuance and for funds invested in the Donald Project as of that date. As of March 31, 2025, the Company owned a 6.58% interest for funds invested in the Donald Project. Astron, through its subsidiary Dickson & Johnson Pty Ltd, holds the remaining 93.42% interest.
The Company evaluated whether the Donald Project JV is a variable interest entity (“VIE”). Variable interests can be contractual, ownership or other pecuniary interests in an entity that change with changes in the fair value of the VIE’s assets. Based on its qualitative and quantitative contractual rights under the JV Agreements, Energy Fuels has a variable interest in the Donald Project JV. Additionally, the Company has determined that it does not have a controlling financial interest in the Donald Project JV because it does not have: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses that could potentially be significant to the VIE or the right to receive benefits that could potentially be significant to the VIE as its ownership is less than 10% of the Donald Project JV. As of June 3, 2024, the Company had elected to account for the Donald Project JV as an investment without a readily determinable fair value at cost less impairment, and this investment is included in Investments on its unaudited Condensed Consolidated Balance Sheet. Upon Completion Issuance, the Company elected to account for the Donald Project JV as an equity method investment because the Company earned an initial 3.21% interest in the Donald Project and it exercises significant influence, but not control, over the entity. This investment is included in Investments on the Company's unaudited Condensed Consolidated Balance Sheet. The Company’s maximum exposure to loss on the Donald Project JV was $18.59 million as of March 31, 2025. Changes in the design or nature of the activities of the Donald Project JV, or the Company’s involvement with the Donald Project JV, may require the Company to reconsider its conclusions on the entity’s status as a VIE and/or whether the Company is not the primary beneficiary.
Acquisition of RadTran
On August 16, 2024, the Company acquired RadTran, LLC (“RadTran”), a private company specializing in the separation of critical radioisotopes, to further the Company’s plans for development and production of medical isotopes used in cancer treatments. RadTran’s expertise includes separation of radium-226 (“Ra-226”) and radium-228 (“Ra-228”) from uranium and thorium process streams. This acquisition is expected to significantly enhance Energy Fuels’ planned capabilities to address the global shortage of these essential isotopes used in emerging TAT for cancer treatment.
Under the Acquisition, the purchase price paid by Energy Fuels to the owners of RadTran consisted of: (i) on closing, $1.50 million in cash, $1.50 million in Common Shares and the grant of a 2% royalty on future revenues from the sale of produced radium, as well as certain other contractual commitments; and up to an additional $14.00 million total in cash and Common Shares based on the satisfaction of a number of performance-based milestones, including (i) $1.00 million in cash and $1.00 million in Common Shares upon achieving initial production; (ii) $1.00 million in cash and $1.00 million in Common Shares upon securing suitable offtake agreements to justify commercial production; and (iii) $10.00 million in cash upon reaching commercial production. As of March 31, 2025, the Company believes it is probable it will achieve the milestone related to achieving initial production.
In accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), the Company has accounted for the acquisition of RadTran as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in a group of similar identifiable assets. The purchase consideration includes cash paid at closing, common shares issued at closing, the fair value contingent consideration related to achieving initial production (see Note 16 – Fair Value), plus transaction costs, which was allocated to the acquired intellectual property. The contingent consideration is classified as a liability at its estimated fair value at each reporting period with subsequent revaluations recognized as an adjustment to the Intellectual property and Contingent consideration on the unaudited condensed combined Balance Sheet with a cumulative amortization adjustment. The total purchase consideration as of August 16, 2024 was $4.83 million calculated as follows:
| Cash | $1,500 |
|---|---|
| Issuance of Common Shares | 1,500 |
| Fair value of contingent consideration | 1,690 |
| Direct transaction costs | 139 |
| Total purchase consideration | $4,829 |
Intellectual property is amortized on a straight-line basis over a weighted average life of 13.5 years and has a remaining weighted average life of 12.9 years.
The following is a summary of intellectual property, net:
| Intellectual property, as of December 31, 2024 | $4,767 |
|---|---|
| Revision in estimate of fair value of contingent consideration | (39) |
| Amortization of intellectual property | (90) |
| Intellectual property, net, as of March 31, 2025 | $4,638 |
- MARKETABLE SECURITIES
The Company has elected the fair value option for its marketable debt securities and records these instruments on the Condensed Consolidated Balance Sheet at their fair value including interest income. Changes in fair value and interest income are recorded in Other income in the Condensed Consolidated Statements of Operations and Comprehensive Income. The fair value option was elected for these marketable debt securities, as the Company may sell them prior to their stated maturities after consideration of the Company’s risk versus reward objectives, as well as its liquidity requirements. The stated contractual maturity dates of marketable debt securities held as of March 31, 2025 and December 31, 2024 are due within one year. Marketable equity securities are measured at fair value as of each reporting date, and realized and unrealized gains (losses) and interest income are recorded in Other income in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
The following table summarizes the Company’s marketable securities by significant investment categories:
| Cost Basis | Gross Unrealized Losses | Gross Unrealized Gains | Fair Value | |
|---|---|---|---|---|
| Marketable debt securities(1) | $73,227 | $— | $768 | $73,995 |
| Marketable equity securities | 28,159 | (12,516) | — | 15,643 |
| Total marketable securities | $101,386 | $(12,516) | $768 | $89,638 |
| Marketable debt securities(1) | $63,590 | $— | $475 | $64,065 |
| Marketable equity securities | 28,159 | (11,370) | — | 16,789 |
| Total marketable securities | $91,749 | $(11,370) | $475 | $80,854 |
(1) Marketable debt securities are comprised primarily of U.S. Treasury Bills and Government Agency Bonds.
- RECEIVABLES
The components of trade and other receivables are as follows:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Trade receivables | $13,706 | $29,019 |
| Tax receivables | 6,664 | 8,744 |
| Total receivables, net | $20,370 | $37,763 |
- INVENTORIES
Inventories consisted of the following items:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Concentrates and work-in-progress | $41,026 | $42,366 |
| Inventory of ore in stockpiles | 21,489 | 19,238 |
| Raw materials and consumables | 5,169 | 4,900 |
| Total inventories | $67,684 | $66,504 |
- MINERAL PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT
Mineral Properties
The following table is a summary of mineral properties:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Toliara Project | $159,092 | $153,510 |
| Sheep Mountain | 34,183 | 34,183 |
| Bahia Project | 32,613 | 32,613 |
| Nichols Ranch ISR Project | 25,974 | 25,974 |
| Roca Honda | 22,095 | 22,095 |
| Pinyon Plain | 9,338 | 9,338 |
| Other | 1,687 | 1,687 |
| Total mineral properties | $284,982 | $279,400 |
| Less: accumulated depletion | (1,607) | (1,070) |
| Mineral properties, net | $283,375 | $278,330 |
No depreciation expense was capitalized to mineral properties for the three months ended March 31, 2025. For the three months ended March 31, 2024, the Company capitalized $0.23 million of depreciation expense related to the mineral properties on the Condensed Consolidated Balance Sheets.
Property, Plant and Equipment
The following table is a summary of property, plant and equipment, net:
| Estimated | |||
|---|---|---|---|
| Useful Lives | March 31, 2025 | December 31, 2024 | |
| Land | N/A | $1,015 | $1,015 |
| Plant facilities | 12 - 15 years | 65,068 | 63,537 |
| Mining equipment(1) | 5 - 10 years | 25,408 | 22,187 |
| Light trucks and utility vehicles | 5 years | 4,025 | 4,081 |
| Office furniture and equipment | 4 - 7 years | 1,936 | 1,918 |
| Construction-in-progress | N/A | 1,961 | 3,187 |
| Total property, plant and equipment | $99,413 | $95,925 | |
| Less: accumulated depreciation | (42,382) | (40,738) | |
| Property, plant and equipment, net | $57,031 | $55,187 | |
(1) Costs incurred for commissioning activities for the Company’s Phase 1 REE separation circuit at the Mill were capitalized. The Company offsets these costs upon sale of separated NdPr that is produced during commissioning of the Phase 1 REE separation circuit. During the three months ended March 31, 2025, the Company offset $0.04 million related to the sale of NdPr.
The Company recognized depreciation expense of $1.18 million and $0.67 million for the three months ended March 31, 2025 and 2024, respectively. Depreciation expense is included in Exploration, development and processing as well as Standby in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
For the three months ended March 31, 2025 and 2024, the Company capitalized $0.46 million and $0.07 million, respectively, of depreciation expense to inventory related to the Mill on the Condensed Consolidated Balance Sheets.
- INVESTMENTS
Investment in Unconsolidated Affiliate
As of March 31, 2025, the Company has a 6.58% equity interest in the Donald Project JV to develop the Donald Project with Astron. See Note 3 – Transactions for more information.
The Company’s net loss includes its proportionate share of the net loss of the Donald Project JV. When the Company records its proportionate share of net loss, it increases equity loss of unconsolidated affiliates in the consolidated statements of operations and comprehensive income (loss) and reduces the carrying value of that investment on its balance sheet. The Company uses the equity method of accounting to account for its investments in the Donald Project JV because it exercises significant influence, but not control, over the entities. The Company’s judgement regarding the level of influence over its equity investments includes considering key factors such as its ownership interest, representation on the applicable Board of Directors and participation in policy-making decisions of the Donald Project JV. The Company’s proportionate share of net loss was $0.14 million for the three months ended March 31, 2025.
Investment without a Readily Determinable Fair Value
The Company’s investments without readily determinable fair value include its investments in Westland Mineral Sands Co Limited and Tate Transition Metals Limited. The Company does not have significant influence over these investments.
The following table is a summary of the Company’s investments:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Investment in unconsolidated affiliate | $17,984 | $12,921 |
| Investments without readily determinable fair values | 2,970 | 2,969 |
| Total investments | $20,954 | $15,890 |
- ASSET RETIREMENT OBLIGATIONS AND RESTRICTED CASH
Asset Retirement Obligations
The following table summarizes the Company’s asset retirement obligations:
| Asset retirement obligations, December 31, 2024 | $44,117 |
|---|---|
| Accretion of liabilities | 1,073 |
| Settlements | (7,649) |
| Asset retirement obligations, March 31, 2025 | $37,541 |
The Company’s asset retirement obligations are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the Company and the applicable regulatory authorities.
Restricted Cash
The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favor of the applicable state regulatory agencies in Arizona, Colorado, New Mexico, Utah and Wyoming, and the U.S. Bureau of Land Management and U.S. Forest Service, for estimated reclamation costs associated with the White Mesa Mill, Nichols Ranch and other mining properties. The restricted cash will be released when the Company has reclaimed a mineral property, sold a mineral property to a party having assumed the applicable bond requirements, or restructured the surety and collateral arrangements. See Note 14 – Commitments and Contingencies for more information.
The following table summarizes the Company’s restricted cash:
| Restricted cash, December 31, 2024 | $20,002 |
|---|---|
| Additional collateral posted | 174 |
| Restricted cash, March 31, 2025 | $20,176 |
- CAPITAL STOCK
Authorized Capital Stock
The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series and unlimited Series A Preferred Shares. The Preferred Shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance. The Series A Preferred Shares issuable are non-redeemable, non-callable, non-voting and have no right to dividends.
Issued Capital Stock
During the three months ended March 31, 2025 and 2024, the Company issued 15.81 million and 0.62 million, Common Shares, respectively, under its at-the-market (the “ATM”) public offering program for net proceeds of $77.62 million and $4.79 million.
- BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
Basic and diluted net income (loss) per Common Share
The calculation of basic net income (loss) per common share and diluted net income (loss) per common share after adjustment for the effects of all potential dilutive Common Shares is as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Net income (loss) attributable to Energy Fuels Inc. | $(26,297) | $3,639 |
| Basic weighted average common shares outstanding | 207,704,905 | 163,414,293 |
| Dilutive impact of stock options and restricted stock units | — | 1,218,484 |
| Diluted weighted average common shares outstanding | 207,704,905 | 164,632,777 |
| Basic net income (loss) per common share | $(0.13) | $0.02 |
| Diluted net income (loss) per common share | $(0.13) | $0.02 |
For the three months ended March 31, 2025 and 2024, a weighted average of 4.10 million and 0.30 million, respectively, stock options and restricted stock units (“RSUs”) have been excluded from the calculation of diluted net income per common share, as their effect would have been anti-dilutive. In addition, the Company excluded stock appreciation rights (“SARs”) of 1.02 million and 1.02 million, respectively, for the three months ended March 31, 2025 and 2024, as they are contingently issuable based on specified market prices of the Company’s Common Shares, which were not achieved as of the end of each period. Additionally, for the three months ended March 31, 2025, a weighted average of 0.27 million Common Shares contingently issuable upon achieving the initial production milestone as part of the Company’s acquisition of RadTran that have been excluded from the calculation of diluted net income (loss) per common share as their effect would have been anti-dilutive. See Note 3 – Transactions for more information.
- SHARE-BASED COMPENSATION
The Company maintains an equity incentive plan, known as the 2024 Amended and Restated Omnibus Equity Incentive Compensation Plan (as amended on May 24, 2024 and, most recently, on April 21, 2025, subject to ratification by the Company’s shareholders at its Annual and Special Meeting of Shareholders to be held on June 11, 2025) (the “Compensation Plan”) for directors, executives, eligible employees and consultants. Existing equity incentive awards include employee non-qualified stock options, RSUs and SARs. The Company issues new Common Shares to satisfy exercises and vesting under its equity incentive awards. Under the Compensation Plan, full value awards mean any award other than employee non-qualified stock options, SARs or similar awards, the value of which non-qualified stock options, SARs or similar award is based solely on an increase in the value of the Common shares over the grant price, option price or similar exercise price applicable to such award (“Full Value Awards”). The number of Common Shares reserved for issuance to participants under the Compensation Plan shall not exceed 10,000,000 (the “Total Share Authorization”). In addition to being subject to the Total Share Authorization limit, the aggregate number of Shares that may be issued under all Full Value Awards shall not exceed 7,500,000 (the “Full Value Share Authorization”). As of March 31, 2025, the total Common Shares authorized for future equity incentive plan awards was 3,508,877 Common Shares under the Total Share Authorization and 3,508,877 Common Shares under the Full Value Share Authorization.
On April 21, 2025, the Company amended the Compensation Plan including increases to Total Share Authorization to 17,500,000 and the Full Value Share Authorization to 12,500,000.
The Company’s share-based compensation expense, by type of award, is as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| RSUs(1) | $2,007 | $744 |
| SARs | 7 | 153 |
| Stock options | 818 | 448 |
| Total share-based compensation expense(2) | $2,832 | $1,345 |
(1)The fair value of the RSUs granted under the Compensation Plan for the three months ended March 31, 2025 and 2024 was estimated at the date of grant using the stated market price on the NYSE American.
(2)Share-based compensation is included in Selling, general and administration and Exploration, development and processing in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. Additionally, the Company capitalized $0.23 million of share-based compensation expense to Mineral properties on the unaudited Balance Sheet for the three months ended March 31, 2025. No share-based compensation expense was capitalized for the three months ended March 31, 2024.
As of March 31, 2025, there were $9.01 million and $4.45 million of unrecognized compensation costs related to the unvested RSUs and stock options, respectively. This expense is expected to be recognized over a weighted average period of 2.5 years and 1.7 years, respectively. There is no unrecognized expense remaining related to the SARs.
Restricted Stock Units
The Company grants RSUs to directors, executives and eligible employees. Awards for executives and eligible employees are determined as a target percentage of base salary and generally vest over three years. Holders of unvested RSUs do not have voting rights on those RSUs. The RSUs are subject to forfeiture risk and other restrictions. Upon vesting, the employee is entitled to receive one Common Share of the Company for each RSU at no additional payment.
A summary of the Company’s unvested RSU activity is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Unvested, December 31, 2024 | 1,143,146 | $6.65 |
| Granted | 1,429,418 | 5.56 |
| Vested | (428,540) | 7.05 |
| Forfeited | (19,834) | 5.59 |
| Unvested, March 31, 2025 | 2,124,190 | $5.84 |
The fair value of RSUs that vested and were settled for equity was $2.22 million for the three months ended March 31, 2025.
Stock Appreciation Rights
The Company has granted SARs to executives and eligible employees from time-to-time.
Each SAR granted vests on the satisfaction of certain performance goals, and once vested, entitles the holder to receive, upon a valid exercise, payment from the Company in cash or Common Shares (at the sole discretion of the Company) in an amount representing the difference between the fair market value (“FMV”) of the Company’s Common Shares on the date of exercise and grant price. FMV as used herein means the closing price of the Common Shares on the TSX or the NYSE American on the last trading day immediately prior to the date of exercise.
A summary of the Company’s SARs activity is as follows:
| Number of Shares | Weighted AverageExercise Price | Weighted Average Remaining Contractual Life (Years) | Intrinsic Value | |
|---|---|---|---|---|
| Outstanding, December 31, 2024 | 1,016,745 | $6.67 | ||
| Granted | — | — | ||
| Exercised | — | — | ||
| Forfeited | — | — | ||
| Expired | — | — | ||
| Outstanding, March 31, 2025 | 1,016,745 | $6.67 | 2.05 | $— |
| Exercisable, March 31, 2025 | — | $— | 0.00 | $— |
A summary of the Company’s unvested SARs activity is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Unvested, December 31, 2024 | 1,016,745 | $3.83 |
| Granted | — | — |
| Vested | — | — |
| Expired | — | — |
| Forfeited | — | — |
| Unvested, March 31, 2025 | 1,016,745 | $3.83 |
Employee Stock Options
The Company, under the Compensation Plan, may grant stock options to directors, executives, employees and consultants to purchase Common Shares of the Company. The exercise price of the stock options is set as the higher of the Company’s closing share price on the NYSE American on the last trading day before the date of grant and the five-day VWAP on the NYSE American ending on the last trading day before the grant date. Stock options granted under the Compensation Plan generally vest over a period oftwo years or more and are generally exercisable over a period offive years from the grant date, such period not to exceed 10 years.
Performance-Based Stock Options
In 2024 and 2025, the Company granted stock options to its executives and certain other high-level employees intended to incentivize them to achieve the Company’s strategic long-term goals over the specified terms of the grants, based on significant common share price growth objectives, and to reward them for achieving those growth objectives. The grants entitle the recipients to purchase one Common Share of the Company at an exercise price being a 10% premium to the higher of (i) the VWAP of the Common Shares of the Company on the NYSE American for the five trading days ending on the last trading day prior to the date of the meeting when granted, and (ii) the closing price of the common shares of the Company on the NYSE American on the last trading day prior to the date of such meeting (the “Performance-Based Options”). The Performance-Based Options vest as to 50% one year following the grant date and as to the remaining 50% two years following the grant date. The term of the Performance-Based Options is five years.
The fair value of all stock options, including Performance Based Options, granted under the Compensation Plan for the three months ended March 31, 2025 was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions:
| Risk-free interest rate | 4.2% |
|---|---|
| Expected life | 3.2 years |
| Expected volatility(1) | 63.5% |
| Expected dividend yield | —% |
| Weighted average grant date fair value | $2.27 |
(1)Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the stock options.
A summary of all of the Company’s stock option activity, including Performance Based Options, is as follows:
| Range of Exercise Prices | Number of Shares | Weighted AverageExercise Price | Weighted Average Remaining Contractual Life (Years) | Intrinsic Value | |
|---|---|---|---|---|---|
| Outstanding, December 31, 2024 | $1.76 - $8.60 | 1,132,972 | $6.58 | ||
| Granted | 4.85 - 6.11 | 1,912,243 | 5.95 | ||
| Exercised | 1.76 - 1.76 | (70,070) | 1.76 | ||
| Forfeited | 5.43 - 7.48 | (30,789) | 5.66 | ||
| Expired | 1.76 - 1.76 | (39,017) | 1.76 | ||
| Outstanding, March 31, 2025 | $2.92 - $8.60 | 2,905,339 | $6.36 | 4.20 | $1,113 |
| Exercisable, March 31, 2025 | $2.92 - $8.60 | 542,626 | $6.95 | 2.87 | $1,113 |
A summary of the Company’s unvested stock option activity is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Unvested, December 31, 2024 | 798,803 | $3.35 |
| Granted | 1,912,243 | 2.27 |
| Vested | (317,545) | 3.76 |
| Forfeited | (30,789) | 0.84 |
| Unvested, March 31, 2025 | 2,362,712 | $2.46 |
- INCOME TAXES
As of March 31, 2025, the Company maintained a full valuation allowance against its net deferred tax assets. The Company continually reviews the adequacy of the valuation allowance and intends to continue maintaining a full valuation allowance on its net deferred tax assets until there is sufficient evidence to support the reversal of all or a portion of the allowance. Should the Company’s assessment change in a future period, it may release all or a portion of the valuation allowance, which would result in a deferred tax benefit in the period of adjustment.
For the three months ended March 31, 2025, the Company recorded an income tax benefit of $1.15 million due to loss before tax of $27.47 million with an effective tax rate of 4%. The tax benefit consists primarily of the reversal of the tax liability for Base Titanium Limited (“Base Titanium”) that was recorded prior to the acquisition of Base Resources. As production of the Kwale mine has now ceased, a tax loss is expected for the year and the liability has been reversed. For the three months ended March 31, 2024, the Company didnot record income tax expense on income before tax of $3.64 million. The effective tax rate for three months ended March 31, 2024 was 0%, which was a result of the full valuation allowance on net deferred tax assets.
- SUPPLEMENTAL FINANCIAL INFORMATION
The components of other income (loss) are as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Unrealized gain (loss) on marketable securities | $(852) | $540 |
| Realized gain on maturities of marketable securities | 188 | 212 |
| Foreign exchange loss | (1,423) | (702) |
| Interest income (expense), net and other | 596 | 1,567 |
| Other income (loss) | $(1,491) | $1,617 |
The components of accounts payable and accrued liabilities are as follows:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Mine closure redundancy | $6,057 | $9,169 |
| Accounts payable | 6,780 | 7,508 |
| Accrued operating expenses | 5,423 | 6,507 |
| Accrued payroll liabilities | 3,622 | 6,558 |
| Accrued capital expenditures | 1,514 | — |
| Accrued taxes | 519 | 1,673 |
| Deferred revenue | — | 813 |
| Total accounts payable and accrued liabilities | $23,915 | $32,228 |
- COMMITMENTS AND CONTINGENCIES
General Legal Matters
Other than routine litigation incidental to our business, or as described below, the Company is not currently a party to any material pending legal proceedings that management believes would be likely to have a material adverse effect on our financial position, results of operations or cash flows.
White Mesa Mill
In 2011, the Ute Mountain Ute Tribe filed an administrative appeal of the State of Utah Division of Air Quality’s (“UDAQ”) decision to approve a Modification to the Air Quality Approval Order at the Mill. Then, in 2013, the Ute Mountain Ute Tribe filed a Petition to Intervene and Request for Agency Action challenging the Corrective Action Plan approved by the State of Utah Department of Environmental Quality (“UDEQ”) relating to nitrate contamination in the shallow aquifer at the Mill. In August 2014, the Ute Mountain Ute Tribe filed an administrative appeal to the State of Utah Division of Radiation Control’s
(“DRC”) Radioactive Materials License Amendment 7 approval regarding Alternate Feed Material from Dawn Mining. The challenges remain open at this time and may involve the appointment of an administrative law judge (“ALJ”) to hear the matters. The Company does not consider these actions to have any merit. If the petitions are successful, the likely outcome would be a requirement to modify or replace the existing Air Quality Approval Order, Corrective Action Plan or license amendment, as applicable. At this time, the Company does not believe any such modifications or replacements would materially affect its financial position, results of operations or cash flows. However, the scope and costs of remediation under a revised or replaced Air Quality Approval Order, Corrective Action Plan and/or license amendment have not yet been determined and could be significant.
The UDEQ renewed in January 2018, then reissued with minor corrections in February 2018, the Mill’s radioactive materials license (the “Mill License”) for another ten years and the Groundwater Discharge Permit (the “GWDP”) for another five years, after which further applications for renewal of the Mill License and GWDP are required to be submitted. During the review period for each application for renewal, the Mill can continue to operate under its existing Mill License and GWDP until such time as the renewed Mill License or GWDP is issued. Most recently, on July 15, 2022, the routine GWDP renewal application was submitted to UDEQ, which remains under consideration at this time.
In 2018, the Grand Canyon Trust, Ute Mountain Ute Tribe and Uranium Watch (collectively, the “Mill Plaintiffs”) served Petitions for Review challenging UDEQ’s renewal of the Mill License and GWDP and Requests for Appointment of an ALJ, which they later agreed to suspend pursuant to a Stipulation and Agreement with UDEQ, effective June 4, 2018. The Company and the Mill Plaintiffs held multiple discussions over the course of 2018 and 2019 in an effort to settle the dispute outside of any judicial proceeding. In February 2019, the Mill Plaintiffs submitted to the Company their proposal for reaching a settlement agreement. The proposal remains under consideration by the Company. The Company does not consider these challenges to have any merit and, if a settlement cannot be reached, the Company intends to participate with UDEQ in defending against the challenges. If the challenges are successful, the likely outcome would be a requirement to modify the renewed Mill License and/or GWDP. At this time, the Company does not believe that any such modification would materially affect its financial position, results of operations or cash flows.
On August 26, 2021, the Ute Mountain Ute Tribe filed a Petition to Intervene and Petition for Review challenging the UDEQ’s approval of Amendment No. 10 to the Mill License, which expanded the list of Alternate Feed Materials that the Mill is authorized to accept and process for its source material content. Then, on November 18, 2021, the Tribe filed its Request for Appointment of an ALJ, followed shortly thereafter by a stay on the request in accordance with a Stipulation and Agreement between the Tribe, UDEQ and Company. Thereafter, discussions between the Company and the Tribe commenced in an effort to resolve the dispute and other outstanding matters without formal adjudication. However, the Company does not consider this action to have any merit. If resolution is not achieved, the stay is lifted and the petition is successful before an ALJ, the likely outcome would be a requirement to modify or revoke the Mill License amendment. At this time, the Company does not believe any such modification or revocation would materially affect its financial position, results of operations or cash flows.
Kwale Project
Stevedoring Dispute with the Kenya Ports Authority
To operate its ship loading and jetty facility in Likoni (“Jetty Facility”), Base Titanium requires a Port Operating License issued by the Kenya Ports Authority (“KPA”). In March 2014, KPA granted Base Titanium a waiver to operate the Jetty Facility indefinitely until the formal license is approved by the KPA board of directors.
To date, the Port Operating License has not been finalized as KPA has refused to grant the license unless that license includes an obligation on Base Titanium to pay a $1/tonne stevedoring charge on exports from the Jetty Facility. Under applicable KPA tariffs, KPA may levy a $1/tonne charge for stevedoring services it provides. KPA sought to levy such charges shortly prior to Base Titanium’s maiden shipment from the Jetty Facility in 2014, which was ultimately paid by Base Titanium under protest to ensure the vessel was permitted to sail.
Base Titanium objects to stevedoring charges being levied by KPA principally on the grounds that (i) Base Titanium’s Jetty Facility is a private facility that was built entirely at Base Titanium’s expense; and (ii) no such stevedoring services are either required of, or are being provided by, KPA and, therefore, a service charge in respect of stevedoring is not applicable and invalid.
In 2017, Base Titanium sought and obtained an injunction from the High Court of Kenya to compel KPA to provide necessary marine services to vessels berthing at the Jetty Facility (“2017 Ruling”). In conjunction, the parties entered consent orders to establish an escrow account where disputed charges are being held pending the final outcome of the dispute.
Base Titanium sought resolution of the dispute through arbitration commenced in Kenya in February 2017 brought under the Kenya Ports Authority Act. The KPA challenged the jurisdiction of the arbitrator to hear the dispute and, in late 2019, the arbitrator ruled in favor of arbitration having jurisdiction. In March 2022, the High Court of Kenya upheld the arbitrator’s jurisdictional ruling. The KPA appealed this ruling to the Court of Appeal of Kenya, but this appeal has not progressed. Separately, in February 2021, the High Court of Kenya ruled that the arbitrator should be removed and directed the parties to seek appointment of a new arbitrator. KPA separately appealed the 2017 Ruling and, in April 2023, the Court of Appeal of Kenya dismissed KPA’s appeal, paving the way for Base Titanium to seek appointment of a new arbitrator. Base Titanium held off on seeking the appointment of a new arbitrator to allow for a potential amicable resolution of the matter. The matter remains unresolved and Base Titanium anticipates that it may need to recommence formal dispute resolution proceedings through arbitration.
As at the time of writing, the amount in dispute is approximately $4.6 million (with $1.4 million previously paid directly to the KPA, and approximately $3.2 million held in the escrow account).
Mivumoni B Village
On March 18, 2021, a local landholder (on his own behalf and on behalf of 65 others (collectively, the “Petitioners”)) filed a petition against Base Titanium in the Environment and Land Court at Mombasa alleging failings in the Environmental Impact Assessment process for the Kwale Project, claiming excessive noise and air pollution from dust and adverse consequences of contaminated water allegedly caused by Base Titanium’s operations. Base Titanium denies that it has committed the alleged violations or breaches, and is of the view that no substantive evidence has been adduced supporting the claims. Base Titanium conducts its operations in compliance with its Environmental Impact Assessment License and Environmental and Social Management Plan. Base Titanium has a valid and subsisting license issued by the National Environmental Management Authority.
Base Titanium raised a preliminary objection challenging the jurisdiction of the Environment and Land Court at first instance, on the basis that the proper procedure for raising grievances specified in the Mining Act had not been followed which requires grievances with respect to mining operations to be first raised with the Cabinet Secretary for Mining, Blue Economy and Maritime Affairs. The Court dismissed Base Titanium’s application by way of ruling dated February 10, 2022. Base Titanium is pursuing an appeal. The appeal was heard in the Court of Appeal on January 21, 2025, and a ruling is expected in Q2 2025. The primary case has been stayed, pending Base Titanium’s appeal.
The Company believes these claims lack merit and intends to vigorously defend against the claims. The Company therefore does not believe, at this time, that this action will materially impact the Company’s financial position, results of operations or cash flows.
Mchingirini Residents
On July 18, 2023, former local landholders filed a petition with the Environment and Land Court alleging they were the registered and beneficial owners of suit properties in the Mchingirini area, which form part of Kwale Project's Special Mining Lease 23, that their prior relocation and resettlement was unlawful and that the compensation paid was inadequate on the basis of an alleged understanding that there were no minerals on the suit properties. The former local landholders have sought a declaration to this effect and that Base Titanium pay an additional KSH 360,000 per acre (representing the difference between the compensation paid by Base Titanium to the local landholders and the compensation paid to other local landholders for resettlements undertaken in 2021) and interest on this amount at 20% per annum.
Base Titanium denies any liability to the plaintiffs. In 2015 and 2016, following negotiations between the parties, agreements were reached to have the plaintiffs relocated from the suit properties. Pursuant to the said agreements, the plaintiffs were relocated, and compensation was paid by Base Titanium. In turn, the plaintiffs surrendered their title deeds to Base Titanium and transfer instruments were executed.
Base Titanium has raised a preliminary objection challenging jurisdiction on the basis that the proper procedure for raising grievances specified in the Mining Act has not been followed. This objection was dismissed by the Environment and Land Court by way of ruling on April 12, 2024. Base Titanium is pursuing an appeal in the Court of Appeal of Kenya. Appeal dates are yet to be set. The original proceedings have been stayed, pending Base Titanium’s appeal.
The Company does not consider this action to have any merit. The Company therefore does not believe, at this time, that this action will materially impact the Company’s financial position, results of operations or cash flows.
Toliara Project
Although the Toliara Project holds a mining permit that allows production of ilmenite, rutile and zircon, development at the Project was suspended by the Government of Madagascar in November 2019 pending negotiation of fiscal terms applying to the Project. Based on progress made in the negotiation of fiscal terms, the Government of Madagascar lifted the suspension on November 28, 2024, and on December 5, 2024 the Company entered into MOU with the Government of Madagascar setting forth certain key terms applicable to the Toliara Project. Now that the Government of Madagascar has lifted the suspension, the Company has re-commenced development and investment in the Project, is re-establishing community and social programs, and is advancing the technical, environmental and social activities necessary to achieve a positive FID, which the Company expects to make in Q2 2026.
While the Company is progressing towards an FID, the Company will continue working with the Government of Madagascar to formalize the terms and conditions set out in the MOU through the implementation of a “Stability Mechanism" consisting of one or a combination of the following: (a) submittal of an Investment Agreement to the Madagascar Parliament for approval as law and certification of the Toliara Project (“Project Certification") under existing law establishing a special regime for large scale investments in the Malagasy mining sector (the “LGIM"); (b) promulgation of amendments and revisions to the existing LGIM (the “LGIM Amendment") in a form that provides for the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements, for large-scale projects and have Project Certification under the amended LGIM, together with an Investment Agreement (if reasonably required) submitted to Parliament for approval as law; and/or (c) another agreed upon mechanism that achieves the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements, applying to large-scale mining projects. The Government of Madagascar has been working on an LGIM Amendment, and the Company expects to obtain Project Certification under the amended LGIM, together with an Investment Agreement (if reasonably required). The Company further expects the recovery of monazite to be included in the Toliara Project's mining permit. The Company currently expects that the LGIM Amendment process could be completed as early as Q2 2025 with the Project Certification and Investment Agreement, if required, approved by the end of Q3 2025. However, there can be no assurance of achieving sufficient legal and fiscal stability or the timing thereof, or obtaining approval of the addition of monazite to the mining permit or the timing thereof. If such approvals are not obtained, or obtained on terms less favorable than expected, this could delay any final investment decision in relation to the Toliara Project or prevent or otherwise have a significant effect on the development of the Toliara Project or ability to recover Monazite from the Toliara Project.
Mineral Property Commitments
The Company enters into commitments with federal and state agencies and private individuals to lease mineral rights. These leases are renewable annually, and, as reported in the Company’s Form 10-K for the year ended December 31, 2024, renewal costs for the remainder of 2025 are expected to total approximately $1.79 million.
Surety Bonds
The Company has indemnified third-party companies to provide surety bonds as collateral for the Company’s asset retirement obligations (“AROs”). The Company is obligated to replace this collateral in the event of a default and is obligated to repay any reclamation or closure costs due. As of March 31, 2025, the Company has $20.18 million posted as collateral against undiscounted AROs of $67.98 million. As of December 31, 2024, the Company has $20.00 million posted as collateral against undiscounted AROs of $74.27 million. The Company will be liable to pay any reclamation expense that exceeds the amount of the collateral posted against the surety bonds.
Commitments
The Company is contractually obligated under a Sales and Agency Agreement appointing an exclusive sales and marketing agent for all vanadium pentoxide produced by the Company.
- FAIR VALUE ACCOUNTING
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Fair value accounting utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The Company’s financial instruments as of March 31, 2025 and December 31, 2024 include cash, cash equivalents, restricted cash, accounts receivable, accounts payable and current accrued liabilities. These instruments are carried at cost, which approximates fair value due to the short-term maturities of the instruments. Allowances for doubtful accounts are recorded against the accounts receivable balance to estimate net realizable value.
The Company’s investments in marketable equity securities are publicly traded stocks measured at fair value and classified within Level 1 and Level 2 in the fair value hierarchy. Level 1 marketable equity securities use quoted prices for identical assets in active markets, while Level 2 marketable equity securities utilize inputs based upon quoted prices for similar instruments in active markets. The Company’s investments in marketable debt securities are valued using quoted prices of a pricing service and, as such, are classified within Level 2 of the fair value hierarchy. The Company’s investments accounted for at fair value consisting of common shares are valued using quoted market prices in active markets and, as such, are classified within Level 1 of the fair value hierarchy.
The Company used the discounted cash flow approach, which is an income statement technique, to estimate the fair value of the its contingent consideration payment to RadTran using an indicated discount rate of 10.2%, as of the acquisition date, August 16, 2024 and 8.3% as of March 31, 2025, which is based on significant inputs not observable in the market, and thus represents a Level 3 measurement within the fair value hierarchy.
The following tables set forth the fair value of the Company’s assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Assets | ||||
| Cash equivalents(1) | $— | $25,056 | $— | $25,056 |
| Marketable debt securities | — | 73,995 | — | 73,995 |
| Marketable equity securities | 15,565 | 78 | — | 15,643 |
| Total assets | $15,565 | $99,129 | $— | $114,694 |
| Liabilities | ||||
| Contingent consideration | — | — | 1,725 | 1,725 |
| Assets | ||||
| Marketable debt securities | — | 64,065 | — | 64,065 |
| Marketable equity securities | 16,718 | 71 | — | 16,789 |
| $16,718 | $64,136 | $— | $80,854 | |
| Liabilities | ||||
| Contingent consideration | $— | $— | $1,764 | $1,764 |
(1) Cash and cash equivalents are comprised of U.S. Treasury Bills, Government Agency Bonds, U.S. Non-Redeemable Term Deposits and mutual funds purchased within three months of their maturity date.
Changes in Level 3 Fair Value Measurements
The following table is a reconciliation of the beginning and ending balance recorded for the contingent consideration classified as Level 3 in the fair value hierarchy:
| Beginning balance, December 31, 2024 | $1,764 |
|---|---|
| Revision of estimate | (39) |
| Ending balance, March 31, 2025 | $1,725 |
- REVENUE RECOGNITION AND CONTRACTS WITH CUSTOMERS
All revenue recognized is a result of contracts with customers by way of uranium, vanadium, HMS and RE Carbonate sales contracts, Alternate Feed Materials processing contracts and/or byproduct disposal agreements with other ISR facilities. As of March 31, 2025 and December 31, 2024, the Company's receivables from its contracts with customers was $13.71 million and $29.02 million, respectively.
Disaggregation of Revenue
The table set forth below presents revenue disaggregated by type and reportable segment to which it relates:
| Three Months Ended March 31, | |||
|---|---|---|---|
| 2025 | 2024 | Reportable Segment | |
| Heavy mineral sands | $15,543 | $— | Heavy Mineral Sands |
| Uranium concentrates | — | 25,314 | Uranium |
| Alternate Feed Materials, processing and other | 1,355 | 112 | Uranium |
| Total revenues | $16,898 | $25,426 | |
- RELATED PARTY TRANSACTIONS
As part of the Company’s acquisition of RadTran, Saleem Drera, PhD, former President and CEO and 83% owner of RadTran, joined Energy Fuels as its Vice President of Radioisotopes, Radiological Systems and Intellectual Property. In this role, Dr. Drera leads Energy Fuels’ efforts to integrate RadTran’s proprietary technology, which includes a number of patents, pending patents, trade secrets and know-how relating to efficient separation of Ra-226 and Ra-228 from process streams, and drive innovation in the production of medical radioisotopes. As a former owner of RadTran, Dr. Drera is entitled to his 83% proportionate share of the 2% royalty on future revenues from the sale of produced radium, as well as certain other contractual commitments, and up to an additional $14.00 million total in cash and Common Shares based on the satisfaction of a number of performance-based milestones.
On October 27, 2021, after closing on the sale of certain conventional uranium assets to Consolidated Uranium Inc. (“CUR”), the Company began providing services to CUR under a mine operating agreement. Pursuant to that agreement, the Company accrued $0.72 million as of March 31, 2025 and December 31, 2024 within Other assets on the Condensed Consolidated Balance Sheet related to deferred cash payments for production thresholds pursuant to the terms of the asset purchase agreement with CUR.
- REPORTABLE SEGMENTS
The Company’s operations are located in the U.S., Brazil, Kenya, Madagascar and Australia and are organized into three reportable segments: (i) uranium, (ii) HMS and (iii) REEs. These segments are monitored separately for performance and are consistent with internal financial reporting. Each segment has been identified based on the differing products and services, regulatory environment, and the expertise required for these distinct operations with the objective of providing information about the different types of business activities in which the Company engages and the different economic environments in which it operates to help the users of the financial statements better understand performance, better assess future net cash flows, and make more informed judgements about the Company as a whole. The CODM is the Chief Executive Officer. The CODM evaluates the performance of the Company’s reportable segments based on operating income (loss). Other income (loss) and income taxes are primarily managed and evaluated on a consolidated basis. Accounting policies for each segment are the same as the Company’s accounting policies described in Note 2 – Summary of Significant Accounting Policies to the consolidated financial statements.
Summary of Reportable Segments
Uranium
The uranium segment engages in conventional and in situ recovery uranium extraction, recovery and sales of uranium from mineral properties and the recycling of uranium-bearing materials generated by third parties along with the exploration, permitting and evaluation of uranium properties in the U.S. As part of these activities, the Company also acquires, explores, evaluates and, if warranted, permits uranium properties. The Company’s final uranium product is U 3 O 8, which is sold to customers for further processing into fuel for nuclear reactors generating carbon emission-free energy. The Company also produces vanadium pentoxide, V 2 O 5, as a co-product of uranium at the Mill. In addition to uranium, the Company is also exploring opportunities to separate radium-226 and radium-228 as a byproduct of uranium process streams from its existing mines.
Heavy Mineral Sands
The HMS segment engages in the exploration, development and recovery of HMS at the Kwale Project, Bahia Project, Toliara Project and the Company’s equity method investment in the Donald Project JV. The Company recovers ilmenite, rutile, zircon and monazite.
Rare Earth Elements
The REE segment is engaged in the Company’s initiatives to progress towards full REE separation capabilities at the Mill to produce both “light” and “heavy” separated REE oxides in the coming years. The Company produced a mixed RE Carbonate from monazite at the Mill from 2021 to 2023. During the third quarter of 2024, the Company completed the construction and commissioning of Phase 1 of the modification and enhancement of its infrastructure at the Mill.
Reportable Segments Financial Information
The summarized operating results of the Company’s reportable segments are as follows:
| Heavy · Rare | ||||
|---|---|---|---|---|
| Mineral · Earth · Consolidated | ||||
| Uranium | Sands | Elements | Total | |
| Revenues | $1,355 | $15,543 | $— | $16,898 |
| Operating costs and expenses: | ||||
| Costs applicable to revenues | — | 18,124 | — | 18,124 |
| Exploration, development and processing (excluding share-based compensation)(1) | 5,196 | 1,250 | — | 6,446 |
| Standby(1) | 1,867 | — | — | 1,867 |
| Accretion of asset retirement obligations | 346 | 727 | — | 1,073 |
| Selling, general and administrative (excluding share-based compensation) | 4,659 | 5,206 | 3,111 | 12,976 |
| Share-based compensation | 888 | 1,213 | 504 | 2,605 |
| Total operating costs and expenses | 12,956 | 26,520 | 3,615 | 43,091 |
| Operating loss | $(11,601) | $(10,977) | $(3,615) | $(26,193) |
(1) Includes depreciation, depletion and amortization expense of $0.48 million, $0.09 million and $0.71 million related to the uranium, HMS and REE segments, respectively. Depreciation, depletion and amortization expense is included in the Exploration, development and processing and standby expense financial statement line items on the consolidated statement of operations and comprehensive income (loss).
| Heavy · Rare | |||||
|---|---|---|---|---|---|
| Mineral · Earth · Consolidated | |||||
| Uranium | Sands | Elements | Unallocated(1) | Total | |
| Revenues | $25,426 | $— | $— | $— | $25,426 |
| Operating costs and expenses: | |||||
| Costs applicable to revenues | 11,052 | — | — | — | 11,052 |
| Exploration, development and processing (excluding share-based compensation)(2) | 340 | 404 | 2,061 | — | 2,805 |
| Standby(2) | 1,333 | — | — | — | 1,333 |
| Accretion of asset retirement obligations | 276 | — | — | — | 276 |
| Selling, general and administrative (excluding share-based compensation) | 3,231 | 1,014 | 1,653 | 696 | 6,594 |
| Share-based compensation | 759 | 196 | 390 | — | 1,345 |
| Total operating costs and expenses | 16,991 | 1,614 | 4,104 | 696 | 23,405 |
| Operating income (loss) | $8,435 | $(1,614) | $(4,104) | $(696) | $2,021 |
(1) Corporate expenses that are not directly attributable to the uranium, HMS or REE segments and are evaluated on a consolidated basis.
(2) Includes depreciation, depletion and amortization expense of $0.55 million, $0.04 million and $0.08 million related to the uranium, HMS and REE segments, respectively. Depreciation, depletion and amortization expense is included in the Exploration, development and processing and standby expense financial statement line items on the consolidated statement of operations and comprehensive income (loss).
- SUBSEQUENT EVENTS
Issued Capital Stock
The Company issued a total of 1.83 million Common Shares under the ATM for net proceeds of $8.34 million, after share issuance costs, through various transactions from March 31, 2025 to April 28, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.