ENERGY FUELS INC

This Annual Report on Form 10-K and the exhibits attached hereto (the “Annual Report”) contain “forward-looking statements” and “forward-looking information” within the meaning of applicable United States (“U.S.”) and Canadian securities laws (collectively, “forward-looking statements”), which may include, but are not limited to, statements with respect to Energy Fuels Inc.’s (the “Company’s” or “Energy Fuels’”): anticipated results and progress of our operations in future periods; planned exploration; development of our properties; plans related to our business, such as the ramp-up of our uranium projects and the expansion of our rare earth element (“REE”) and heavy mineral sands (“HMS”) initiatives, including work on our planned continued development of capabilities for the commercial separation of REEs at our White Mesa Mill (the “White Mesa Mill” or the “Mill”) in Utah, work on our South Bahia REE/HMS project in Brazil (the “Bahia Project”), and our plans related to our recently acquired HMS properties, including the Kwale HMS Project in Kenya (the “Kwale Project”) and the Vara Mada REE and HMS Project in Toliara, Madagascar (the “Vara Mada Project” formerly known as the “Toliara Project”), which were acquired through the Company’s acquisition of Base Resources Limited (“Base Resources” or “Base”) on October 2, 2024, and the potential earn-in of up to a 49% joint venture interest in the Donald REE and HMS Project in Australia (the “Donald Project”); plans related to our potential recovery of radioisotopes at the Mill for use in the production of targeted alpha therapy (“TAT”) medical treatments; any plans related to the acquisition of additional uranium, uranium/vanadium, REE or HMS mineral properties; any plans relating to the ramp-up of production or ongoing operations at any of our uranium, uranium/vanadium and/or REE and HMS properties; historic estimated resources and reserves; production estimates; maintenance and renewal of permits; expectations as to political or government stability and/or support in any of the jurisdictions in whichthe Company owns properties or conducts business; expectations that the Company will be successful in agreeing with the Government of Madagascar with respect to fiscal and other terms applicable to the Vara Mada Project through an enforceable investment agreement, amendments to existing laws and/or other mechanisms as appropriate; any expectation that positive final investment decisions(“FIDs”) will be made for the Vara Mada Project, Donald Project and/or Bahia Project or that any of those projects will be developed within the Company’s estimated timeframes, or at all; any expectations related to our planned acquisition of Australian Strategic Materials Limited (ASX: ASM) (“ASM”), including whether that transaction will be successfully completed; any expectations for the outcome(s) of any pending litigation; any plans relating to our commercial production of REE carbonate (“RE Carbonate”), separated neodymium-praseodymium (“NdPr”), REE oxides, and potentially other REE and REE-related value-added products (collectively, “REE products”), uranium, vanadium, heavy mineral concentrate (“HMC”), HMS products including ilmenite, rutile and zircon (collectively, “HMS products”), and/or metals and alloys (pending the successful acquisition of ASM or otherwise) (collectively, our “Goods”), including any plans to become the largest, fully integrated REE “mine-to-metal and alloy” producer outside of China to close a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies. See Part I, Item 1. Business Overview. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, schedules, assumptions, future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “is likely,” “budgets,” “scheduled,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” “continues,” “plans,” “estimates,” or “believes,” and similar expressions or variations of such words and phrases or statements stating that certain actions, events or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. We believe that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct, and such forward-looking statements included in, or incorporated by reference into, this Annual Report should not be unduly relied upon.

Readers are cautioned that it would be unreasonable to rely on any such forward-looking statements as creating any legal rights, as forward-looking statements are not guarantees and may involve known and unknown risks and uncertainties, including actual results that are likely to differ (and may differ materially), and objectives and strategies that may differ or change, from those expressed or implied in the forward-looking statements as a result of various factors. Such risks and uncertainties include, but are not limited to: global economic risks, such as the occurrence of unforeseen or catastrophic events, including but not limited to the emergence of a widespread health emergency (pandemic, outbreak or otherwise), social or political unrest or wars, the imposition of tariffs or other trading restrictions, or the formation of new (or shifts in existing) political alliances that affect global markets (“Global Economic Risks”); cybersecurity risks associated with critical and other highly sensitive minerals of international interest, which are key to U.S. national security; litigation risks; risks associated with the exploration, permitting, development, operation (including any periods of temporary cessation of operations or placement into reduced operations or standby status) and reclamation/decommissioning of any of our uranium, uranium/vanadium and REE and HMS mines, and any other risks generally encountered in the exploration, development, operation, closure and reclamation of mineral properties and processing and recovery facilities, particularly in relation to (i) the exploration, permitting and development of our Vara Mada Project, Donald Project and/or Bahia Project, and (ii) the reclamation and closure of our Kwale Project; risks associated with our commercial production of an RE Carbonate or separated REE oxides and the planned expansion of such production; risks associated with the potential recovery of radioisotopes for use in the Company’s TAT initiatives, including but not limited to: (i) a risk of technological or market changes that could impact the industry or our competitive position, and any expectation that: such potential recovery will be feasible or that the radioisotopes will not be able to be sold on a commercial basis; (ii) all required licenses, permits and regulatory approvals will be obtained on a timely basis or at all; and (iii) the cancer treatment therapeutics will receive the required approvals and will be commercially successful (collectively, “TAT Program Risks”); risks associated with increased regulatory requirements applicable to our operations in response to pressure from special interest groups or otherwise; risks associated with successfully closing pending and potential business and mineral acquisitions, and integrating successful acquisitions into Company operations, including but not limited to risks associated with the Company’s expected acquisition of ASM, including any expectation that the ASM acquisition will be completed and the Company will become a fully integrated REE “mine-to-metal and alloy” producer, that it will be commercially successful in its manufacture of REE metals and alloys and will become the largest such producer outside of China or that, in doing so, it will successfully close a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies (collectively, “ASM Risks”); risks associated with our joint ventures, particularly where the Company does not hold the majority interest (as is the case with the Donald Project); international risks, such as geopolitical and country risks, and risks pertaining to the Company’s social license to operate; risks associated with negotiating and maintaining satisfactory fiscal and stability arrangements and obtaining foreign country government approvals on a timely basis or at all, and expropriation risks; and risks associated with or relating to the Vara Mada Project, including but not limited to: (i) risks associated with the failure of the Government of Madagascar to agree upon suitable fiscal and other terms applicable to the Vara Mada Project through an enforceable investment agreement, amendments to existing laws or other mechanisms as appropriate, on a timely basis or at all; (ii) risks associated with adding monazite to the Vara Mada Project’s mining permit on a timely basis, or at all; (iii) risks associated with the ability of the Company to maintain suitable and encorcable fiscal terms with the Government of Madagascar over time; (iv) country risks, including the risks of social and political unrest and expropriation risks; (v) risks associated with government instability, including but not limited to potential coups, military takeovers, changes in presidential, parliamentary and other governmental leadership, related protests and civil unrest, the ability to secure international recognition of any such prevailing government, permitting delays, and any delays in formalizing suitable fiscal and other terms applicable to the Vara Mada Project that may arise due to such political instability, including any failure or reluctance of a new prevailing government to recognize or honor previously negotiated terms or existing rights; (vi) the risk of impacts of any instability to Project development prospects or timelines; (vii) risks associated with community unrest and opposition to the Project, including but not limited to challenges obtaining and maintaining safe, secure and consistent surface access to support the collection of baseline environmental data, the finalization and approvals of permits and completion of engineering and technical evaluations; (ix) risks associated with any required acquisition of lands, including the risks associated with any relocations of people; (x) risks associated with interpretations of existing laws or regulations or the application of existing laws and regulations to the Vara Mada project; and (xii) risks of challenges by special interest groups and other parties and any related harms that may result, including but not limited to bodily harm and property damage (collectively, “Vara Mada Project Risks”).

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation the following risks:

•Global Economic Risks that could materially impact our business, operations, personnel and financial condition, including: (i) risks that could create operational, economic and financial disruptions for an indeterminate period of time; (ii) risks to the salability of our Goods; (iii) risks associated with the prices and availability of materials needed in the production of our Goods (our “Supply Chain Needs”); (iv) risks associated with the application of tariffs or other trade restrictions, and the severity of tariff or other applicable rates, imposed on our Goods and Supply Chain Needs; (v) risks of inflation; (vi) risks of escalation in global trade conflicts in jurisdictions where we operate; and (vii) risks associated with political uncertainty, any of which could materially impact our business, operations, personnel and financial condition;

•risks associated with Mineral Reserve and Mineral Resource estimates, including the risk of errors in assumptions or methodologies and changes to estimate disclosure rules and regulations;

•risks associated with estimating mineral extraction and recovery (“E&R”), forecasting future price levels that support mineral E&R, and our ability to increase mineral E&R in response to changing market conditions;

•uncertainties and liabilities inherent to conventional mineral E&R and/or in situ recovery (“ISR”);

•risks associated with commercial production of our REE products, including risks of not being able to: produce REE products that meet commercial specifications at commercial/acceptable cost levels or at all; secure adequate feedstock in the future at satisfactory costs; or to sell our REE products at acceptable prices; and risks associated with legal and regulatory challenges and delays, and technological or market changes that could impact the REE industry or our competitive position;

•risks that: the Company has not successfully developed, or is not able to successfully develop, the technology it believes is required to produce Sm, gadolinium, Dy, Tb, lutetium and/or yttrium, at scale at the Mill, or that it does not have, or is not able to develop, the technical knowhow to design, construct, and commission the expansion of its existing infrastructure, including an expansion of its Phase 1 REE separation circuit, to produce such REEs from monazite or other sources relatively quickly with appropriate market conditions; or that appropriate market conditions will not prevail;

•risks associated with changes to national, regional and/or local administrations that could negatively impact our business;

•risks associated with mining and processing, including: geological, technical and processing problems, such as unanticipated metallurgical difficulties; less than expected recoveries; ground control problems; process upsets and equipment malfunctions; tailings, dam or other facility instability or failure; and other mining, processing, and/or reclamation upsets;

•risks associated with the high grades being mined and the corresponding mining rate at the Company’s Pinyon Plain mine, including the inability to sustain such grades and rates, and the appropriate management of radiation exposures and radon at safe levels;

•risks that the Company’s ongoing drilling program at the Pinyon Plain mine’s Juniper Zone will not (i) significantly increase the mineable uranium resources at the mine, (ii) confirm that the Juniper Zone is another high-grade zone of uranium mineralization at the mine, and/or (iii) result in a lower mining/milling cost per pound at the mine;

•risks associated with the depletion of existing Mineral Resources through extraction without comparable replacements;

•risks associated with labor costs, labor disturbances and unavailability of skilled labor;

•risks associated with availability and/or fluctuations in the costs of raw materials and consumables used in our production;

•risks and costs associated with environmental compliance and permitting, including those created by changes in environmental legislation and regulation and regulatory attitudes/approaches, and delays in obtaining permits and licenses;

•risks associated with increased regulatory requirements applicable to our operations;

•risks associated with our dependence on third parties in the provision of transportation and other critical services;

•risks associated with defects to title of our mineral properties, or our ability to obtain, extend or renew land tenure, including mineral leases and surface use agreements, and to negotiate access rights on certain properties, on favorable terms or at all;

•risks associated with potential information security incidents, including cybersecurity breaches;

•risks that we may compromise or lose our proprietary technology or intellectual property in certain circumstances, which could result in a loss in our competitive position and/or the value of our intangible and other assets;

•risks associated with our ongoing ability to successfully develop, attract and retain qualified management, Board members and other key personnel critical to the success of our business, given limited significant experience in our key industries;

•competition for, among other things, capital, mineral properties, processing facilities, offtake agreements and skilled personnel;

•the adequacy and costs of retaining our insurance coverage and uncertainty as to reclamation and decommissioning liabilities, including the adequacy of our political risk insurance to cover any losses or costs due to any expropriation of properties or rights, or delays in achieving or inability to achieve approvals, suitable stability arrangements or fiscal terms, or development of any of our projects due to community unrest, political instability, changes to government regimes or otherwise;

•the ability of our bonding companies to require increases in the collateral required to secure reclamation obligations;

•the potential for, and outcome of, litigation and other legal proceedings, including potential injunctions pending resolution;

•our ability to meet our obligations to our creditors and to access additional credit facilities on favorable terms or at all;

•failure to complete proposed mergers and acquisitions (“M&A”), to successfully integrate after M&A transactions, and/or incorrectly assess the value or risks associated with M&A, including without limitation the ASM Risks;

•the Vara Mada Project Risks and any related risks, including any not currently known to the Company;

•risks associated with reclamation of the Kwale Project, including the long-term stability of reclamation activities and reclaimed structures such as tailings dams;

•risks associated with the conduct of business in foreign countries, including human rights-related risks associated with potential occurrences of forced labor, child labor and sex trafficking, and foreign corrupt practices-related risks associated with fraud, bribery and political corruption, that the Company may not be able to identify and/or (fully) address;

•risks associated with a Brazilian federal or state government’s actions or inactions with respect to permitting of future exploration or production at the Bahia Project or enacting additional conservation units or environmental protection areas or implementing management plans in connection therewith that could impact its planned exploration or production;

•risks associated with fluctuations in price levels for HMS products, including the prices for ilmenite, rutile, titanium and zircon, which could impact planned production levels or the feasibility of production;

•risks posed by fluctuations in share prices, exchange rates, interest rates, general economic conditions and lack of dividends;

•risks inherent in our and industry analysts’ forecasts/predictions of future uranium, vanadium, REE and HMS product price levels, including prices for REE products;

•market prices of the Company’s Goods, which can be cyclical and substantially variable;

•risks associated with future uranium sales, if any, being required to be made at spot prices, unless we are able to continue to enter into new future long-term contracts at satisfactory prices, and with failure to obtain future suitable uranium sales terms;

•risks associated with our vanadium and REE product sales generally being required to be made at spot prices;

•risks associated with HMC and its component sales, if any, being tied to ilmenite, rutile, leucoxene and zircon spot prices as well as derived-product titanium and zirconium spot prices;

•failure to obtain suitable vanadium, REE product or HMS and its components sales prices and other terms;

•risks that we may not be able to fulfill all our sales commitments out of inventories or production and may be required to fulfill deliveries through spot purchases at a loss or through other negotiated means that are unfavorable to the Company, and risks associated with any future uranium purchases to meet our sales commitments;

•risks associated with any expectation that we will successfully help in the cleanup of historic abandoned uranium mines (“AUM”);

•risks associated with asset impairment due to market conditions, lack of access to markets and the ability to access capital;

•risks associated with our ability to raise debt financing, international and/or domestic, as may be required or desirable, and risks associated with our ability to repay debts owed, including on the Notes (as defined below) on or before their maturity dates and risks related to capped call transactions;

•risks associated with public and/or political resistance to nuclear energy or uranium E&R;

•uranium industry competition, international trade restrictions and the impacts they have on world commodity prices of foreign state-subsidized production, and wars or other conflicts influencing international demand and commercial relations;

•risks associated with foreign government actions or inactions, policies and laws and foreign state-subsidized enterprises with respect to REE production and sales, which could impact REE prices, access to global and domestic markets for the supply of REE-bearing ores, and our sale of RE Carbonate, REE oxides or other REE products and services globally and domestically;

•risks associated with governmental or regulatory agency actions or inactions, policies, laws, regulations and interpretations with respect to nuclear energy or uranium E&R, and to REE, HMS and other mineral E&R activities;

•risks related to potentially higher than expected costs related to any of our projects or facilities;

•risks related to stock price, volume volatility and market events and our ability to maintain listings in various stock indices;

•risks related to our ability to maintain our listings on the NYSE American and the Toronto Stock Exchange (“TSX”);

•risks related to dilution of currently outstanding shares from additional share issuances, and/or depletion of assets;

•risks related to our issuance of additional freely tradeable common shares of the Company (“Common Shares”) under our At-the-Market program (“ATM”) or otherwise to provide adequate liquidity in depressed commodity market situations;

•risks related to our method of accounting for equity investments in other companies potentially resulting in material changes to our financial results that are not fully within our control;

•risks related to conducting business operations in foreign countries including: Global Economic Risks; international risks, geopolitical and country risks; risks associated with negotiating and maintaining satisfactory fiscal and stability arrangements and obtaining foreign country government approvals on a timely basis or at all; risks of community unrest; risks of delays in project development; heightened risks of expropriation of assets, business interruption, increased taxation, import/export controls, or unilateral modification of concessions and contracts; and risks of changes to government regimes and the uncertainty any such changes in regimes may have on previously negotiated rights, approvals, fiscal or stability arrangements or development prospects or timelines for projects;

•risks related to any material weaknesses that may be identified in our internal controls over financial reporting. If we are unable to implement/maintain effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, negatively affecting the market price of our Common Shares;

•risks of amendment to mining laws, including the imposition of any royalties on minerals extracted from federal lands, the designation of national monuments, mineral withdrawals or similar actions, which could adversely impact our affected properties or our ability to operate them;

•risks of land exchanges between federal and state agencies that may impact our unpatented mining claims and other rights;

•the TAT Program Risks and any related risks, including any not currently known to the Company; and

•risks that we will not acquire our planned joint venture interest in the Donald Project, or that the Bahia Project, Vara Mada Project and/or Donald Project will not reach positive FIDs.

The forward-looking statements contained herein are based on a number of assumptions which may prove to be incorrect, including, but not limited to, the following assumptions: that there is no material deterioration in general business and economic conditions; that there is no unanticipated fluctuation in interest rates and foreign exchange rates; that the supply and demand for, deliveries of, and the level and volatility of prices of the Company’s Goods and our other primary metals, radioisotopes and minerals develop are as expected; that the product prices for the Company’s Goods required in order to reach, sustain or increase expected or forecasted production levels are realized as expected; that our RE Carbonate production, production of separated REE oxides or any other proposed REE activities, our HMS production, our proposed radioisotope program, or other potential production activities will be technically or commercially successful; that there are no material mining, processing and/or reclamation upsets, including geological, technical and processing problems, unanticipated metallurgical difficulties, community unrest, less than expected recoveries, ground control problems, process upsets and/or equipment malfunctions, and/or tailings dam or facility instability or failure; that we will receive valid regulatory and governmental approvals for our development projects and other operations on a timely basis; that we are able to operate our mineral properties and processing facilities as expected; that we are able to implement new process technologies and operations as expected; that existing licenses and permits are renewed as required; that we are able to obtain financing for our development projects on reasonable terms and that we are able to repay our debts on or prior to their maturity; that we are able to procure mining equipment and operating supplies in sufficient quantities and on a timely basis; that engineering and construction timetables and capital costs for our development and expansion projects and restarting projects on standby are not incorrectly estimated or affected by unforeseen circumstances; that costs of closure of various operations are accurately estimated; that there are no unanticipated changes in collateral requirements for surety bonds; that there are no unanticipated changes to market competition; that our Mineral Reserve and Mineral Resource estimates are within reasonable bounds of accuracy (including with respect to size, grade and recoverability) and that the geological, operational and price assumptions on which these are based are reasonable; that environmental and other administrative and legal proceedings or disputes are satisfactorily resolved; that there are no significant changes to regulatory programs and requirements or interpretations that would materially increase regulatory compliance costs, bonding costs or licensing/permitting requirements; that there are no significant amendments to mining laws, including the imposition of any royalties on minerals extracted from federal lands; that there are no designations of national monuments, mineral withdrawals, land exchanges or similar actions, which could adversely impact any of our material properties or our ability to operate any of our material properties; that there are no additional conservation units or environmental protection areas or management plans or unanticipated restrictions that could impact planned exploration or production at or restrict the Company’s ability to or prevent the Company from exploring or mining significant portions of the Company’s Bahia Project or its other projects; that the Company is able to receive all required approvals, fiscal terms and permits from foreign governments; that there is no instability in foreign countries that would be expected to materially impact any of the Company’s existing or potential projects; and that we maintain ongoing relations with our employees and with our business and joint venture partners.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in Item 1. Description of the Business; Item 1A. Risk Factors; and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by applicable law, we disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Statements relating to “Mineral Reserves” or “Mineral Resources” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the Mineral Reserves and Mineral Resources described may be profitably extracted in the future.

Market, Industry and Other Data

This Annual Report contains estimates, projections and other information concerning our industry, our business and the markets for our Goods. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research, as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry and general publications, government data and similar sources.

We qualify all forward-looking statements contained in this Annual Report by the foregoing cautionary statements.