ENERGY FUELS INC

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited) (Expressed in thousands of U.S. dollars, except per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited) (Expressed in thousands of U.S. dollars)

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited) (Expressed in thousands of U.S. dollars and thousands of shares)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(unaudited) (Expressed in thousands of U.S. dollars and thousands of shares)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (Expressed in thousands of U.S. dollars)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited) (Tabular amounts expressed in thousands of U.S. dollars, except share and per share amounts)

1. THE COMPANY AND DESCRIPTION OF BUSINESS

Energy Fuels Inc. and its subsidiary companies (collectively, the “Company” or “Energy Fuels”) produce several of the critical materials essential to United States (“U.S.”) energy security and other advanced technologies, including uranium, vanadium, rare earth elements (“REEs”) and heavy mineral sands (“HMS”), in an effort to strengthen domestic supply chains and reduce reliance on foreign‑controlled sources. The White Mesa Mill (the “White Mesa Mill” or the “Mill”), located in Utah, is a key asset to strengthen domestic supply chains due to its ability to process uranium, vanadium, REE products, and, potentially, radioisotopes.

Uranium is used as fuel for nuclear power generation. The Company is engaged in conventional and in situ recovery (“ISR”) uranium exploration, evaluation, permitting (as applicable), extraction, recovery and sale of uranium from its mineral properties located in the U.S. The Company’s Pinyon Plain, Whirlwind, La Sal, Bullfrog, Arizona Strip and Roca Honda projects are U.S.-based conventional uranium mining projects located on the Colorado Plateau and within trucking distance of the Mill. The Sheep Mountain Project is a uranium project located in Wyoming, U.S. The Company’s Nichols Ranch Project (inclusive of the Jane Dough and Hank satellite deposits) is an ISR uranium project located in Wyoming, U.S.

As of September 30, 2026, the Company is producing uranium ore and mineralized material at its Pinyon Plain Project, as well as exploration drilling and analysis activities at its Pinyon Plain and Nichols Ranch projects. Other conventional uranium mining projects were on standby, under evaluation for future mining and related activities and/or in various stages of permitting.

The Company conducts a uranium recycling program, which includes the processing of uranium from uranium‑bearing materials not derived from natural or native ores (“Alternate Feed Materials”), the recycling of tailings solutions, and other activities associated with the recovery of uranium, vanadium and potentially other metals and radionuclides.

In addition, the Company is evaluating the potential to recover radioisotopes from its existing uranium processing streams at the Mill for use in targeted alpha therapy (“TAT”) medical treatments.

REEs are used to manufacture permanent magnets for electric vehicles (“EVs”), defense systems, wind turbines, robotics, other clean energy and advanced technologies. The Mill has the separation capabilities to produce ‘light’ and ‘heavy’ separated REE oxides including separated neodymium/praseodymium (“NdPr”) at commercial scale as well as on-spec dysprosium (“Dy”) oxide and terbium (“Tb”) oxide at pilot scale. The Company is piloting gadolinium (“Gd”) oxide at the Mill. NdPr, Dy, Tb and samarium (“Sm”) are REEs that are classified as critical minerals in the U.S.

Following the acquisition of Australian Strategic Materials Limited (“ASM”) on August 28, 2026, the Company manufactures REE metals and alloys at its Korean Metals Plant in South Korea (“KMP”), including NdPr, Dy and Tb metals and NdFeB alloy. The Company is expanding the KMP’s metal and alloy production capacity. Together, the KMP and planned American Metals Plant (“AMP”) are intended to convert separated REE oxides produced at the Mill into REE metals and alloys for sale to third-party customers and potential use in downstream permanent magnet production. See Note 3 —Transaction for more information.

The Company’s HMS projects contain titanium, zirconium and monazite. Titanium, which is produced from ilmenite and rutile, is used for aircraft engines and frames, spacecraft components, medical devices, pigments and other industrial and consumer goods uses. Zirconium is used for fuel rod cladding and reactor components for nuclear power plants, high-temperature parts in jet engines and spacecraft, metal alloys, ceramics, and abrasives and other uses in the medical field and chemical industry. Monazite from the Company’s REE/HMS projects is expected to provide feed for the Mill for the recovery of REEs and uranium.

The Company’s REE/HMS projects include the Vara Mada REE and HMS project in Toliara, Madagascar (the “Vara Mada Project,” formerly known as the Toliara Project), which is a permitting/development stage property for the potential production of HMS products that would be sold into the commercial HMS product market while the associated monazite would be used as a feedstock material to produce REEs and uranium at the Mill.

The Company also owns the Bahia REE and HMS project in Brazil (the “Bahia Project”), which is an exploration/permitting stage property for the potential production of heavy mineral concentrate (“HMC”) that would be sold into the commercial

HMC market while the associated monazite is expected to be used as a feedstock ore for the recovery of REEs and uranium at the Mill.

The Company has a joint venture (the “Donald Project JV”) with Astron Limited (“Astron”) to jointly develop and operate the Donald REE and HMS Project in Australia (the “Donald Project”), which is a fully permitted development stage property also for the potential production of HMC that would be sold into the commercial HMC market while the associated monazite is expected to be used as feedstock ore for the recovery of REEs and uranium at the Mill.

As of September 30, 2026, the Company is a “production stage issuer,” as defined by Subpart 1300 of Regulation S‑K, because it is engaged in the material extraction of Mineral Reserves on at least one material property.

Pending Acquisition of Vacuumschmelze GmbH & Co. KG

On June 23, 2026, as amended on October 13, 2026, the Company entered into a definitive merger agreement (the “Merger Agreement”) to acquire 100% of Vacuumschmelze GmbH & Co. KG, Ara VAC TopCo US LLC and their respective consolidated subsidiaries (collectively, “VAC”) from Ara Partners, expanding the Company’s participation in the global rare earth value chain through the addition of downstream magnetic materials and magnet manufacturing capabilities.

VAC manufactures permanent magnet materials and magnetic solutions serving a variety of end markets, including automotive, industrial, energy, robotics, aerospace and defense applications. The acquisition is expected to complement the Company’s existing rare earth mining, processing and separation operations and the ASM Acquisition, creating an integrated platform spanning rare earth mining, separation, metals, alloys and magnet production.

The purchase consideration is expected to consist of approximately $718.0 million in cash,65.85 million newly issued Energy Fuels common shares (“Common Shares”) and, under certain circumstances, preferred shares (the “VAC Acquisition Consideration”). Preferred shares may be issued if common share issuance limitations apply or specified share price conditions are not met prior to closing. Based on Energy Fuels’ closing share price as of June 22, 2026, the transaction implies an equity value of approximately $1.9 billion, subject to certain adjustments and the terms of the Merger Agreement. The transaction remains subject to the satisfaction of customary closing conditions, including receipt of required Foreign Direct and other regulatory approvals and stock exchange approvals. Subject to the timing and receipt of those approvals and the satisfaction or waiver of the other closing conditions, the transaction is expected to close as early as Q1 2027.

2. 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, 2025, which was filed with the SEC on February 26, 2026.

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 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, 2025. 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 have been 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 and President. The CODM primarily uses operating income (loss) to evaluate the performance of the Company’s reportable segments.

Recently Issued Accounting Standard

Disaggregated Income Statement Expense

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024‑03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220‑40), which requires expanded disclosures regarding the nature of expenses included within certain income statement line items. This standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and does not expect adoption to have a material effect on its consolidated financial position or results of operations.

Recently Adopted Standard

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (Topic 832). The amendments establish accounting guidance for government grants received by business entities, including the recognition, measurement and presentation of grants related to assets and grants related to income. Under the guidance, a government grant is recognized when it is probable that the entity will comply with the conditions attached to the grant and that the grant will be received.

The Company assumed government arrangements associate with operations in South Korea and Australia in connection with the ASM Transaction. As a result, the Company early adopted ASU 2025-10 during the three months ended September 30, 2026 using the modified prospective transition approach. The Company adopted the guidance to apply the recognition, measurement, presentation and disclosure requirements of Topic 832 to government grants assumed in the ASM Acquisition.

3. TRANSACTION

Acquisition of Australian Strategic Materials Limited

On August 28, 2026, EFR Critical Materials Pty Ltd (“EFCM”), a wholly owned subsidiary of the Company, completed the acquisition of all of the fully paid ordinary shares of ASM pursuant to the Scheme Implementation Deed (the “Deed”) and 100% of ASM’s quoted options by way of a separate but concurrent creditors’ scheme of arrangement (“Option Scheme”, together the “Schemes”), and obtained control (the “ASM Acquisition”).

Under the Deed, at closing, each holder of ordinary shares of ASM received consideration of (i)0.053 of the Company’s CHESS Depositary Interests (by default) or, at their election,0.053 unrestricted common shares with no other rights or registration for each ASM share held on the Scheme Record Date (being 5 pm Sydney, Australia time on August 21, 2026) (the “Share Consideration”), and (ii) AUD 0.13 in cash. The total Scheme Consideration was approximately $248.49 million, including total Share Consideration issued by Energy Fuels of $217.24 million based on the closing price of the Company’s common shares as of August 28, 2026 and total cash consideration to ASM shareholders of approximately $26.10 million. In addition, ASM option holders received AUD 0.50 per ASM option under a separate, but concurrent, scheme of arrangement, resulting in total cash consideration to ASM option holders of approximately $5.15 million. Holders of ordinary shares of ASM that reside in certain jurisdictions will receive the net proceeds from the sale made by a nominee of the Company’s common shares in lieu of the Share Consideration.

The ASM Acquisition has been accounted for using the acquisition method of accounting, with the Company identified as the acquiror of ASM, in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The Company retained an independent appraiser to assist in determining the fair value of assets acquired and liabilities assumed. As of September 30, 2026, the Company had not yet fully completed the analysis due to the finalization of certain valuations necessary to assign acquisition date fair values to all assets acquired and liabilities assumed as the Company is finalizing valuation reports and tax basis at this time; therefore, the purchase price allocation summary is preliminary. The remaining items to be finalized include: inventories; mineral properties; property, plant and equipment; intangible assets; goodwill; deferred tax liabilities and other liabilities. Accordingly, the purchase price allocation is preliminary and may be adjusted during the measurement period as the Company finalizes the acquisition date fair values and related tax effects. The measurement period will not exceed one year from the acquisition date.

The following table summarizes the acquisition-date fair value of the consideration transferred:

(1) Close share price on the NYSE American on August 28, 2026.

The ASM Acquisition furthers the Company’s participation in the rare earth value chain from mining, processing and separation into rare earth metals and alloys production. ASM operates a metallization and alloying facility in South Korea, the KMP. The Company expects the KMP’s metallization and alloying capabilities to complement the Company’s rare earth mining, processing and separation operations and support the development of a more down-stream integrated rare earth supply chain to serve key end markets, including automotive, robotics, energy and defense applications. ASM’s Dubbo Project also provides another development-stage rare earth and critical minerals project for the Company.

The following table summarizes the preliminary purchase price allocation for the ASM Acquisition:

(1) Reflected at fair value and presented gross.

(2) The fair value of finished goods inventories were estimated based on selling prices, less costs to complete and sell the inventory and a reasonable profit allowance for the remaining manufacturing and selling activities.

(3) The fair value of mineral properties was estimated using a market approach based on resource multiples derived from comparable transactions involving mining companies and projects, adjusted for differences in development stage, resource characteristics and other project-specific factors.

(4) The fair value of property, plant and equipment was estimated using cost and market approaches.

(5) Intangible assets consist of $38.85 million of patents and $33.84 million of customer relationships, each of which were valued using methods under the income approach. The fair value of patents was estimated using the relief-from-royalty method, adjusted for obsolescence. The fair value of customer relationships was estimated using the multi-period excess earnings method, adjusted for customer retention.

(6) Non-controlling interest represents the non-controlling shareholders’ proportionate interest in the underlying net assets.

The acquired intangible assets consist of patents and customer relationships. See Note 9 —Goodwill and Intangible Assets for more information.

Goodwill represents the expected complementary synergies from combining ASM’s rare earth metallization and alloying capabilities with the Company’s existing rare earth mining, processing and separation operations. None of the goodwill recognized is expected to be deductible for income tax purposes. All goodwill recognized was assigned to the REE reportable segment. See Note 20 —Reportable Segmentsfor additional information.

From August 28, 2026 through September 30, 2026, ASM contributed revenues of approximately $0.44 million and net loss attributable to Energy Fuels Inc. of approximately $3.89 million, which are included in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

The following unaudited pro forma financial information presents the combined results of operations of the Company and ASM as if the ASM Acquisition had occurred on January 1, 2025.

(1) Amounts include Transaction and integration related costs were approximately $6.57 million and $10.37 million for the three and nine months ended September 30, 2026, respectively.

4. MARKETABLE SECURITIES

Management invests excess cash in U.S. government notes, U.S. government agencies and tradeable certificates of deposits. After consideration of the Company’s risk versus reward objectives and its liquidity requirements, the Company elected the fair value option for its marketable debt securities because the Company may sell them prior to their stated maturities. Under the fair value option, these instruments are recorded on the Consolidated Balance Sheet at their fair value including interest income. Changes in fair value and interest income are recorded in Other income (loss) in the Consolidated Statements of Operations and Comprehensive Loss. As of September 30, 2026 and December 31, 2025, the Company’s current marketable debt securities are classified as current based on management’s intent to use the investments to manage excess cash and liquidity needs. While certain investments have stated contractual maturity dates greater than one year, including marketable debt securities invested in U.S. government notes, U.S. government agencies and tradable certificates of deposits, the Company may sell investments prior to maturity or reinvest excess cash in accordance with its cash management policy.

On June 30, 2025, the Company entered into an amendment to the JV Agreements whereby the Company advanced AUD 13.00 million ($8.52 million) to the Donald Project JV for the acquisition of certain land and properties (the “First Advance”). Pursuant to a subsequent amendment to the JV Agreements, the Company agreed to advance additional cash to purchase mineral separation equipment (the “Second Advance”), of which AUD 2.87 million ($1.91 million) had been advanced as of December 31, 2025. An additional AUD 6.70 million ($4.86 million) was advanced following the satisfaction of certain contractual conditions in May 2026.

Pursuant to a third amendment to the JV Agreements in 2026, the Company advanced AUD 14.50 million ($10.52 million) (the “Third Advance”, together with the First and Second Advances, the “Advances”) to fund the acquisition of certain properties.

The First and Third Advances are secured by the underlying land and properties acquired while the Second Advance is secured by the mineral separation equipment acquired by the Donald Project JV. The Advances do not bear interest unless in the case of default. If a positive final investment decision (“FID”) is made on the Donald Project, the outstanding Advances are expected to be applied to the Company’s earn-in interest in the Donald Project JV. If a positive FID is not made, the Advances shall become due and payable subject to the terms of the JV Agreements, as amended. As the Advances are convertible into equity under specified circumstances, the Company accounts for the Advances as long-term marketable debt securities for which it has elected the fair value option, and changes in fair value are recorded in Other income (loss) in the Consolidated Statements of Operations and Comprehensive Loss. As of September 30, 2026, an FID has not been made on the Donald Project JV.

The following table summarizes the Company’s marketable securities:

(1) Marketable debt securities are comprised primarily of U.S. Treasury Bills and Government Agency Bonds.

(2) Advances to the Donald Project JV.

5. TRADE AND OTHER RECEIVABLES

The components of trade and other receivables are as follows:

6. INVENTORIES

Inventories consisted of the following items:

7. MINERAL PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT

Mineral Properties

The following table is a summary of mineral properties:

(1) The Company elected to no longer pursue permitting of the Wate Project and expensed $1.29 million during the three and nine months ended September 30, 2026 through Exploration, development and processing.

Property, Plant and Equipment

The following table is a summary of property, plant and equipment, net:

Depreciation expense was $1.82 million and $1.30 million for the three months ended September 30, 2026 and 2025, respectively, and $4.60 million and $3.73 million for the nine months ended September 30, 2026 and 2025, respectively. Depreciation expense is recognized in Exploration, development and processing as well as Standby on the Condensed Consolidated Statements of Operations and Comprehensive Loss.

For the three months ended September 30, 2026 and 2025, the Company capitalized $0.68 million and $0.57 million, respectively, of depreciation expense to inventory related to the Mill on the Condensed Consolidated Balance Sheets. For the nine months ended September 30, 2026 and 2025, the Company capitalized $1.89 million and $1.57 million, respectively, of depreciation expense to inventory related to the Mill on the Condensed Consolidated Balance Sheets.

8. INVESTMENTS

Investments in Unconsolidated Affiliates

As of September 30, 2026 and December 31, 2025, the Company owned a 15.3% and 9.5% equity interest in the Donald Project JV, respectively.

As of September 30, 2026 and December 31, 2025, the Company owned a 27.0% and 27.7%, interest in Tate Transition Metals Limited (“Tate”), respectively. On April 1, 2025, the Company invested an additional AUD 1.75 million ($1.11 million) in Tate, which increased its ownership from 19.9% to 27.7% as of April 1, 2025. As a result, the Company exercises significant influence, but not control, over Tate and beginning April 1, 2025, accounts for its investment in Tate under the equity method of accounting. During the nine months ended September 30, 2026, management has determined that it will not further pursue its investment in Tate and expensed its investment through Loss in unconsolidated affiliates on the Consolidated Statement of Comprehensive Loss.

The Company uses the equity method of accounting to account for its investments in the Donald Project JV and Tate because it exercises significant influence, but not control, over the entities. The Company’s judgment 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.

Summary of Investments

The following table summarizes the Company’s investments:

9. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company recorded $56.03 million of goodwill as part of the ASM Acquisition. Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed and primarily reflects expected synergies and other benefits from pairing the Company’s existing REE capabilities further downstream with ASM’s metallization and alloy-production capabilities. All goodwill was assigned to the REE reportable segment. See Note 3 —Transaction for more information.

The following table summarizes the changes in the carrying amount of goodwill:

Goodwill is not amortized and is tested for impairment annually and when events or changes in circumstances indicate that it may be impaired. No goodwill impairment was recognized during the three and nine months ended September 30, 2026

Intangible Assets

In connection with the ASM Acquisition, the Company recognized patents and customer relationships with acquisition-date fair values of $38.85 million and $33.84 million, respectively. The patents relate to technology used in ASM's metallization and alloy-production processes, while customer relationships relate to ASM's existing customer base.

Each of the intangible assets, patents and customer relationships, are amortized on a straight-line basis over an estimated useful life of 15.0 years, reflecting the expected pattern of economic benefit, with no significant residual value. Amortization commenced on August 28, 2026 and is included in Exploration, development and processing in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 3 —Transaction for additional information regarding the ASM Acquisition.

The Company’s existing intangible assets relate to patents previously acquired for radioisotope recovery (the “Radioisotope IP”). The Radioisotope IP is amortized on a straight-line basis over its remaining useful life, which has a weighted average life of 11.4 years.

The following table summarizes intangible assets by type:

(1) Accumulated amortization, net represents accumulated amortization adjusted for the impact of foreign currency translation.

Future amortization expense for intangible assets as of September 30, 2026 is as follows:

10. DEBT

2025 Convertible Senior Notes

On October 1, 2025, the Company issued $700.00 million aggregate principal amount of 0.75% Convertible Senior Notes due 2031 (the “Notes”) under a purchase agreement with the initial purchasers (the “Purchasers”). The offering closed on October 3, 2025.

Net proceeds from the offering were approximately $674.67 million after deducting purchasers’ discounts, commissions, and estimated offering expenses. The Company used $53.55 million of these proceeds to enter into the privately negotiated capped call transactions (“Capped Calls”), with the remainder intended to support development activities at the Mill and the Donald Project, along with general corporate and working capital needs.

The Notes were issued pursuant to an Indenture dated October 3, 2025. The Notes are unsecured and bear interest at 0.75% per year, payable semiannually on May 1 and November 1, beginning May 1, 2026. The Notes mature on November 1, 2031, unless earlier converted, redeemed, or repurchased.

Prior to August 1, 2031, holders may convert the Notes only upon the occurrence of specified events; thereafter, the Notes are convertible at any time until the second scheduled trading day before maturity. The initial conversion rate is 49.1672 shares per $1,000 principal amount (conversion price of approximately $20.34 per Common Share), subject to customary anti-dilution adjustments. The Company may settle conversions in cash, shares, or a combination of cash and shares.

The Company may not redeem the Notes prior to November 6, 2028, except as provided in the Indenture. On or after that date, the Company may redeem the Notes if its common share price is at least 130% of the conversion price for a specified period.

Upon a fundamental change, holders may require the Company to repurchase their Notes at 100% of principal, plus accrued interest.

The Notes are accounted for as a single liability measured at amortized cost, with issuance costs amortized over the contractual term.

The net carrying value of the liability component and unamortized debt issuance costs of the Notes was as follows:

The following table sets forth the interest expense recognized related to the Notes:

The effective interest rate of the Notes was 1.38%, which includes the amortization of debt issuance costs.

Capped Calls

In connection with the pricing of the Notes on September 30, 2025 and the Purchasers’ full exercise of the option to purchase additional Notes on October 1, 2025, the Company entered into Capped Calls with the option counterparties. The Capped Calls entered into by the Company with the option counterparties are intended to reduce potential dilution to the common shares upon conversion of the Notes and/or offset potential cash payments the Company may be required to make in excess of the principal amount of the Notes, with such reduction or offset subject to a cap.

The Capped Calls are subject to customary anti-dilution adjustments substantially similar to those applicable to the Notes. The capped calls are separate transactions, entered into by the Company with the option counterparties and do not form part of the terms of the Notes.

The following table sets forth key terms and costs incurred for the Capped Calls related to the Notes:

Loan Facility

The Company assumed an unsecured South Korean won-denominated loan facility with a maximum borrowing capacity of KRW 3.00 billion in connection with the ASM Acquisition. The facility has an outstanding principal balance of KRW 3.00 billion (approximately $2.21 million at September 30, 2026 exchange rates) and bears interest at a variable rate based on the six-month Financial Bond reference rate plus 1.03%, resetting every six months. The applicable interest rate was 4.03% per annum as of September 30, 2026. The outstanding principal amount is due in full at maturity on May 29, 2027 and is classified as current on the unaudited consolidated balance sheet. The loan facility is not subject to financial covenants.

11. ASSET RETIREMENT OBLIGATIONS AND RESTRICTED CASH

Asset Retirement Obligations

The following table summarizes the Company’s asset retirement obligations (“AROs”):

(1) Acquired from ASM.

(2) Includes a revision for a portion of the Kwale Project asset retirement obligation as reclamation neared completion and the timing of remaining monitoring and end-of-life expenditures was reassessed, resulting in an accelerated accretion charge of $3.10 million during the nine months ended September 30, 2026.

(3) Cash paid to settle AROs for reclamation activities completed at the Kwale Project.

The Company’s AROs are subject to legal and regulatory requirements. The Company periodically reviews its estimates for reclamation costs 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, Wyoming, the U.S. Bureau of Land Management, the U.S. Forest Service and applicable national regulatory agency in Kenya, for estimated reclamation costs associated with the White Mesa Mill, Nichols Ranch and other mining properties. Restricted cash is expected to be released when the Company has either reclaimed an asset or transferred the asset to a party that has assumed the applicable bond requirements, or restructured the related surety and collateral arrangements. See Note 16 —Commitments and Contingencies for more information.

The following table summarizes the Company’s restricted cash:

12. BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE

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.

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 (in thousands):

For the three months ended September 30, 2026 and 2025, a weighted average of 2.83 million and 4.95 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 0.92 million and 1.02 million, respectively, for the three months ended September 30, 2026 and 2025. Additionally, for the three months ended September 30, 2026 and 2025, a weighted average of 0.09 million and 0.07 million, respectively, of 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 loss per common share as their effect would have been anti-dilutive.

For the nine months ended September 30, 2026 and 2025, a weighted average of 2.81 million and 4.53 million, respectively, stock options and 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 SARs of 0.92 million and 1.02 million, respectively, for the nine months ended September 30, 2026 and 2025, 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 nine months ended September 30, 2026 and 2025, a weighted average of 0.09 million and 0.07 million, respectively, 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.

Additionally, for the three and nine months ended September 30, 2026,34.42 million Common Shares have been excluded that would be issuable upon conversion of the Notes.

13. SHARE-BASED COMPENSATION

On June 11, 2025, the Company’s shareholders ratified the amended 2024 Amended and Restated Omnibus Equity Incentive Compensation Plan (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 awards are 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 17,500,000 (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 12,500,000 (the “Full Value Share Authorization”). As of September 30, 2026, the total Common Shares authorized for future equity incentive plan awards was 10,767,242 Common Shares under the Total Share Authorization and 9,534,036 Common Shares under the Full Value Share Authorization.

The Company’s share-based compensation expense, by type of award, is as follows:

(1)Fair value was determined as the higher of: (i) the Company’s closing share price on the NYSE American on the last trading day before the date of grant; and (ii) the five-day volume-weighted average price (“VWAP”) on the NYSE American ending on the last trading day before the grant date.

(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 Loss. During the three and nine months ended September 30, 2026, the Company capitalized $0.09 million and $0.49 million of share-based compensation expense to Mineral properties on the unaudited Condensed Consolidated Balance Sheet, respectively. Additionally, during the three and nine months ended September 30, 2025, the Company capitalized $0.11 million and $0.65 million of share-based compensation expense to Mineral properties on the unaudited Condensed Consolidated Balance Sheet, respectively.

As of September 30, 2026, there were $6.12 million and $2.34 million of unrecognized compensation costs related to the unvested RSUs and stock options, respectively which is expected to be recognized over a weighted average period of 2.0 years and 1.3 years, respectively. There isno unrecognized expense remaining related to the SARs as of September 30, 2026.

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:

The fair value of RSUs that vested and were settled for equity was $25.98 million during the nine months ended September 30, 2026.

Stock Appreciation Rights

The Company has granted SARs to executives and eligible employees from time to time.

A summary of the Company’s SARs activity is as follows:

The Company has no unvested SARs as of September 30, 2026.

Stock Options

The Company 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: (i) the Company’s closing share price on the NYSE American on the last trading day before the date of grant and (ii) the five-day VWAP on the NYSE American ending on the last trading day before the grant date. Stock options granted 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

The Company grants performance-based 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, for the nine months ended September 30, 2026 was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions:

(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 the Company’s stock option activity, including Performance-Based Options, is as follows:

A summary of the Company’s unvested stock option activity, including Performance-Based Options, is as follows:

14. INCOME TAXES

As of September 30, 2026, the Company had a net deferred tax liability of $7.53 million. The change from a net deferred tax asset position with a full valuation allowance primarily reflects deferred tax liabilities recognized in connection with the ASM Acquisition, principally related to differences arising from the purchase price adjustment of intangible assets in South Korea.

As of September 30, 2026 and December 31, 2025, the Company continues to maintain valuation allowances against deferred tax assets in jurisdictions where, based on the weight of available evidence, it is more likely than not that some or all of such deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets and the adequacy of its valuation allowances. If the Company’s assessment changes in a future period, the valuation allowance may be adjusted, which could result in a corresponding income tax benefit or expense in the period of adjustment.

For the three months ended September 30, 2026, the Company recorded income tax benefit of $0.46 million on a loss before tax of $52.83 million, resulting in an effective tax rate of 0.9%. The income tax benefit primarily reflects a decrease in the deferred tax liabilities recognized in connection with the ASM Acquisition, principally related to differences arising from the purchase price adjustments of intangible assets in South Korea. For the three months ended September 30, 2025, the Company recorded income tax expense of $0.08 million on loss before tax of $16.92 million, resulting in an effective tax rate of 0.5%. The tax expense consists primarily of Brazil income tax arising from the transfer pricing revenue recognized.

For the nine months ended September 30, 2026, the Company recorded income tax benefit of $0.37 million on a loss before tax of $97.30 million, resulting in an effective tax rate of 0.4%. The income tax benefit primarily reflects a decrease in the deferred tax liabilities recognized in connection with the ASM acquisition, principally related to differences arising from the purchase price adjustments of intangible assets in South Korea. For the nine months ended September 30, 2025, the Company recorded income tax benefit of $1.04 million on loss before tax of $66.21 million, resulting in an effective tax rate of 1.6%. The tax benefit consists of the reversal of the tax liability for Base Titanium Limited that was recorded primarily prior to the acquisition of Base Resources Limited (“Base Resources”).

15. SUPPLEMENTAL FINANCIAL INFORMATION

The components of other income (loss) are as follows:

The components of accounts payable and accrued liabilities are as follows:

(1)Includes transactions and integration related costs.

The components of other current liabilities are as follows:

16. COMMITMENTS AND CONTINGENCIES

General Legal Matters

Other than routine litigation incidental to the Company’s 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 the Company’s 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 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 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.

On January 19, 2018, UDEQ renewed, and on February 16, 2018 reissued, the Mill’s License for another ten years and the Groundwater Discharge Permit (“GWDP”) for another five years, after which further applications for renewal of the License and GWDP will need to be submitted. During the review period for each application for renewal, the Mill can continue to operate under its then existing License and GWDP until such time as the renewed License or GWDP is issued. Most recently, on July 15, 2022, the routine GWDP renewal application was submitted to UDEQ for consideration.

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 parties have not to date come to agreement on resolution of these matters. Regardless, the Company does not consider the Mill Plaintiffs’ challenges to have any merit and, if a settlement cannot be reached, 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 License and/or GWDP. At this time, the Company does not believe any such modification would materially affect the Company’s 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 the 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”), the Company, through its wholly owned subsidiary 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 it includes an obligation on the Company 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. However, the Company objects to stevedoring charges being levied by KPA principally on the grounds that (i) the Company’s Jetty Facility is a private facility that was built entirely at the Company’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. Nonetheless, KPA sought to levy such charges shortly prior to the maiden shipment from the Jetty Facility in 2014, which Base Titanium paid under protest to ensure the vessel was permitted to sail.

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 the Company to seek appointment of a new arbitrator. The Company has held off on seeking the appointment of a new arbitrator to allow for a potential amicable resolution of the matter. This matter remains unresolved, and the Company anticipates that it may need to recommence formal dispute resolution proceedings through arbitration.

As of September 30, 2026, the amount in dispute is approximately $4.6 million (with $1.4 million previously paid, and approximately $3.2 million held in the escrow account).

Mivumoni B Village

On March 18, 2021, a local landholder representing himself and 65 additional individuals (collectively, the “Petitioners”) filed a petition against Base Titanium in the Environment and Land Court alleging failings in the Environmental Impact Assessment process for the Kwale Project, excessive noise and air pollution from dust and adverse consequences of contaminated water allegedly caused by the Kwale Project’s operations. The Company maintains its position that it has not committed the alleged violations or breaches and that no substantive evidence has been adduced supporting the claims. Among other things, the Kwale Project has a valid and subsisting Environmental Impact Assessment License issued by the National Environmental Management Authority and the Company has conducted its operations in compliance with that license and its Environmental and Social Management Plan.

A hearing for the matter before the Environment and Land Court is scheduled for December 9, 2026. Base Titanium expects to file its response to the Petition with the Court in the near future.

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.

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 renewal costs are expected to total $0.89 million for the remainder of the year ended December 31, 2026.

Surety Bonds

The Company has indemnified third-party companies to provide surety bonds as collateral for the Company’s 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 September 30, 2026, the Company has $23.04 million posted as collateral against undiscounted AROs of $52.35 million. As of December 31, 2025, the Company had $22.47 million posted as collateral against undiscounted AROs of $50.49 million. The Company will be liable to pay any reclamation expense that exceeds the amount of the collateral posted against the surety bonds.

Senior Secured Term Loan Facility

On June 23, 2026, the Company entered into a senior secured term loan facility commitment letter (the “Commitment Letter”) pursuant to which Goldman Sachs Bank USA has committed to provide, subject to the terms and conditions set forth in the Commitment Letter, a $250 million Senior Secured Term Loan Facility, if requested by the Company. The $250 million Senior Secured Term Loan Facility will be available to the Company upon the completion of the terms set forth in the Commitment Letter and the Summary of Terms and Conditions attached to the Commitment Letter if any additional cash is required to consummate the acquisition of VAC.

Amounts available to be funded under the Senior Secured Term Loan Facility, if any, will be reduced by the net cash proceeds from the issuance or incurrence of certain debt, the issuance of equity financing (including equity and debt securities convertible or exchangeable into or exercisable for equity securities, other equity-linked securities or hybrid debt-equity securities) and non-ordinary course asset sales (in each case, with exceptions to be agreed).

In connection with the Commitment Letter, the Company paid Goldman Sachs deferred financing costs of $3.75 million during the nine months ended September 30, 2026.

17. 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 September 30, 2026 and December 31, 2025 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’s Advances to the Donald Project JV are accounted as marketable debt securities and valued using the discounted cash flow approach. The discounted cash flow approach is an income based valuation approach used to estimate the instrument’s fair value using a range of indicated discount rates between 6.36% to 6.78% and 5.52% to 6.00% for the valuations as of September 30, 2026 and December 31, 2025, respectively, depending on the estimated timing of a positive FID or no positive FID. The indicated discount rate range is based upon significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy.

The Company used the discounted cash flow approach, which is an income-based valuation approach, to estimate the fair value of its contingent consideration payment to RadTran using an indicated discount rate of 8.16% as of September 30, 2026 and 5.80% as of December 31, 2025. The indicated discount rate 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.

Changes in Level 3 Fair Value Measurements

The following table is a reconciliation of the beginning and ending balance recorded for contingent consideration related to Radioisotope IP is classified as Level 3 in the fair value hierarchy:

The following table is a reconciliation of the beginning and ending balance recorded for the Advances to the Donald Project that are classified as Level 3 in the fair value hierarchy:

The following table presents the fair value and carrying value recorded for the Notes:

(1) Fair values are based on Level 2 market data inputs.

(2) Carrying values are presented net of unamortized debt issuance costs.

18. REVENUE RECOGNITION AND CONTRACTS WITH CUSTOMERS

All revenue recognized is a result of contracts with customers by way of uranium, vanadium, REE and HMS sales contracts, Alternate Feed Materials processing contracts and/or byproduct disposal agreements with other ISR facilities. As of September 30, 2026 and December 31, 2025, the Company’s receivables from its contracts with customers were $25.36 million and $15.99 million, respectively. As of September 30, 2026 and December 31, 2025, the Company’s contract liabilities from its contracts with customers were $3.01 million at each date, which are expected to be recognized as revenue upon transfer of control. Many of the Company’s contracts with major U.S. utilities have terms greater than one year. Under these contracts, each product delivered to the customer represents a separate performance obligation. Therefore, the Company applies the optional exemption not to disclose the remaining transaction price that is variable and allocated to wholly unsatisfied future quantities.

Disaggregation of Revenue

The table set forth below presents revenue disaggregated by type and the reportable segment to which it relates:

Remaining Performance Obligations

Minimum future revenues to be received by the Company under long-term non-cancellable contracts with customers as of September 30, 2026 are as follows:

Deferred Revenue

Deferred revenue consists of government grants assumed in connection with the ASM Acquisition. The South Korean government grant supports the development of the KMP. Amounts received under these grants are recognized as income on a systematic basis over the periods in which the related eligible costs are incurred. If the applicable grant conditions are not satisfied, a portion of the grants may be subject to repayment.

The table set forth below presents changes in deferred revenue:

19. RELATED PARTY TRANSACTIONS

As part of the Company’s acquisition of RadTran, Saleem Drera, PhD, former President and Chief Executive Officer 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. As of September 30, 2026 and December 31, 2025, the Company accrued contingent consideration of $1.77 million and $1.72 million, respectively, of which 83% is payable to Dr. Drera.

20. REPORTABLE SEGMENTS

The Company’s operations are located in the U.S., Brazil, Kenya, Madagascar, Australia and South Korea and are organized into three reportable segments: (i) uranium, (ii) REEs and (iii) HMS. 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 judgments about the Company as a whole. The CODM is the Chief Executive Officer and President. The CODM evaluates the performance of the Company’s reportable segments based on operating income (loss). 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 the exploration, permitting, development, extraction and recovery of uranium through conventional and ISR of uranium properties in the U.S. and recycling of uranium-bearing materials generated by third parties. The Company sells U 3 O 8 to customers for further processing into fuel for nuclear reactors. The Company is also exploring opportunities to separate radium-226 and radium-228 as other products from uranium process streams from its existing mines.

Rare Earth Elements

The REE segment is focused on full REE separation capabilities at the Mill to produce both “light” and “heavy” separated REE oxides, as well as rare earth metal and alloy making at the KMP. The REE segment also includes the development of the Dubbo Project.

Heavy Mineral Sands

The HMS segment is engaged in the permitting, exploration, development and recovery of HMS, which includes ilmenite, rutile, zircon and monazite, at the Vara Mada Project, the Bahia Project, and the Company’s equity method investment in the Donald Project JV. The HMS segment is also engaged in the reclamation of the Kwale Project.

Reportable Segments Financial Information

The summarized operating results of the Company’s reportable segments are as follows:

(1) Corporate expenses that are not directly attributable to the uranium, REE or HMS segments are evaluated on a consolidated basis.

(2) Excludes share-based compensation.

(3) Includes depreciation, depletion and amortization expense of $1.17 million, $0.90 million and $0.12 million related to the uranium, REE and HMS segments, respectively. Depreciation, depletion and amortization expense is included in Exploration, development and processing and Standby on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss.

(2) Includes depreciation, depletion and amortization expense of $0.72 million, $0.62 million and $0.05 million related to the uranium, REE and HMS segments, respectively. Depreciation, depletion and amortization expense is included in Exploration, development and processing and Standby on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss.

(1) Corporate expenses that are not directly attributable to the uranium, REE or HMS segments are evaluated on a consolidated basis.

(2) Excludes share-based compensation.

(3) Includes depreciation, depletion and amortization expense of $2.72 million, $2.26 million and $0.31 million related to the uranium, REE and HMS segments, respectively. Depreciation, depletion and amortization expense is included in Exploration, development and processing and Standbyon the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss.

(2) Includes depreciation, depletion and amortization expense of $2.13 million, $1.72 million and $0.15 million related to the uranium, REE and HMS segments, respectively. Depreciation, depletion and amortization expense is included in Exploration, development and processing and Standbyon the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss.