Energy Fuels Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

Energy Fuels (UUUU) filed an 8-K detailing a new material agreement and equity sales. Keep an eye on this.

AI Summary

Energy Fuels Inc. announced on April 25, 2024, that it entered into a material definitive agreement on April 21, 2024. The filing also disclosed unregistered sales of equity securities and other events, along with financial statements and exhibits. The company is incorporated in Ontario, Canada, and its principal executive offices are located in Lakewood, Colorado.

Why It Matters

This 8-K filing signals significant corporate activity for Energy Fuels Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• ENERGY FUELS INC. (company) — Registrant
• 0001385849 (company) — Central Index Key
• 001-36204 (company) — SEC File Number
• 225 UNION BLVD., SUITE 600 (company) — Business Address
• LAKEWOOD (company) — City
• CO (company) — State
• 80228 (company) — ZIP Code
• 303-974-2140 (company) — Business Phone
• April 25, 2024 (date) — Date of Report
• April 21, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.065 — he " Share Consideration ") and (ii) AUS$0.065 in cash, payable by way of a special di
• $375 m — total equity value of approximately AUS$375 million, (except that, where a Scheme Sha
• $2.4 million — s will be required to make a payment of $2.4 million to Energy Fuels if, during the Exclusiv
• $1 b — after-tax NPV 10 (10% discount rate) of $1 billion, after-tax IRR of 23.8%, undiscou
• $5.9 b — counted life-of-mine free cash flows of $5.9 billion, and initial capital expenditures
• $520 million — on, and initial capital expenditures of $520 million to achieve first production. According
• $2.0 b — after-tax NPV 10 (10% discount rate) of $2.0 billion, after-tax IRR of 32.4%, undiscou
• $10.7 b — counted life of mine free cash flows of $10.7 billion, and initial capital expenditures
• $591 m — on, and initial capital expenditures of $591 million, which included additional increm
• $71 million — nal incremental capital expenditures of $71 million for Monazite production, over the 38-ye
• $8 — at an incremental cost of approximately $8 per pound) per year at the Mill, totali
• $348 million — Mill PFS shows capital expenditures of $348 million for the 30,000 tpa Phase 2 separation f
• $29.88 — ility and an average processing cost of $29.88/kg NdPr. This analysis does not include

Filing Documents

• form8k.htm (8-K) — 68KB
• exhibit10-1.htm (EX-10.1) — 560KB
• exhibit23-1.htm (EX-23.1) — 4KB
• exhibit23-2.htm (EX-23.2) — 2KB
• exhibit10-1x001.jpg (GRAPHIC) — 3KB
• exhibit10-1x002.jpg (GRAPHIC) — 1KB
• exhibit23-1xu001.jpg (GRAPHIC) — 3KB
• 0001062993-24-008795.txt ( ) — 979KB
• efr-20240421.xsd (EX-101.SCH) — 5KB
• efr-20240421_cal.xml (EX-101.CAL) — 1KB
• efr-20240421_def.xml (EX-101.DEF) — 22KB
• efr-20240421_lab.xml (EX-101.LAB) — 46KB
• efr-20240421_pre.xml (EX-101.PRE) — 25KB
• form8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On April 21, 2024, Energy Fuels Inc. (" Energy Fuels "), EFR Australia Pty Ltd, an indirect wholly owned subsidiary of Energy Fuels (" Energy Fuels Bidder "), and Base Resources Limited (" Base Resources ") entered into a Scheme Implementation Deed (the " Deed ") pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Energy Fuels Bidder will acquire all Base Resources fully paid ordinary shares (the " Base Resources Shares ") then issued and outstanding pursuant to a court-approved scheme of arrangement under Australia's Corporations Act 2001 (Cth) (" Corporations Act ") (the " Scheme " and such acquisition, the " Transaction "). Under the Deed, at the time of implementation of the Scheme, all Base Resources Shares issued and outstanding as of the Record Date (as defined in the Deed) will be transferred to Energy Fuels Bidder, and the holders of such Base Resources Shares (" Scheme Shareholders ") will have the right to receive, for each such Base Resources Share, (i) 0.0260 Energy Fuels common shares (the " Share Consideration ") and (ii) AUS$0.065 in cash, payable by way of a special dividend by Base Resources to its shareholders (the " Cash Consideration ," and together with the Share Consideration, the " Scheme Consideration ") for each Base Resources Share, for a total equity value of approximately AUS$375 million, (except that, where a Scheme Shareholder resides in certain jurisdictions (each, an " Ineligible Foreign Shareholder "), such Ineligible Foreign Shareholder will receive the net proceeds of the sale, made by a sale nominee acting on its behalf, of shares of Energy Fuels common shares (" Sale Nominee Energy Fuels Shares ") that such Ineligible Foreign Shareholder would otherwise be entitled to receive in the form of Share Consideration). Conditions to the Transaction The respective obligations of Energy Fuels and Base Resources to consummate the Transac

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 is incorporated herein by reference. The New Energy Fuels Shares to be issued pursuant to the Scheme will be exempt from the registration requirements of the United States Securities Act of 1933, as amended, under Section 3(a)(10) thereof.

01. Other Events

Item 8.01. Other Events. The Toliara Project The Transaction will include the acquisition of Base Resources' 100%-owned Toliara heavy mineral sands project in Madagascar (" Toliara " or the " Project "). The Toliara project is a critical mineral deposit underpinned by the ilmenite, rutile and zircon ("Ilmenite and Zircon") and Monazite-rich Ranobe deposit in southwest Madagascar. On September 27, 2021, Base Resources released the outcomes of its updated and enhanced Definitive Feasibility Study (" DFS2 ") 1 for the Toliara project, which calculated an after-tax NPV 10 (10% discount rate) of $1 billion, after-tax IRR of 23.8%, undiscounted life-of-mine free cash flows of $5.9 billion, and initial capital expenditures of $520 million to achieve first production. According to DFS2, the Ranobe deposit's estimated Ore Reserves of 904 million tonnes at 6.1% heavy mineral, are sufficient to support an initial 38-year mine life 2 . These results are based on the production of Ilmenite and Zircon alone. 1 The financial information relating to the Ranobe deposit's mineral sands is based on the definitive feasibility study prepared on September 27, 2021. This study constituted a "Feasibility Study" for the purposes of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition (" JORC ") and the Ore Reserves underpinning this study were estimated in accordance with JORC. The results from this study and the estimated Ore Reserves may not be comparable to (as the case may be) data or estimates under either National Instrument 43-101 (" NI 43-101 ") NI 43-101 or Subpart 1300 of Regulation S-K (" S-K 1300 "). 2 The JORC estimate of Ore Reserves is presented for informational purposes only. A qualified person has not done sufficient work to classify these estimates as current NI 43-101 or S-K 1300 estimates of mineral resources, mineral reserves or exploration results. Energy Fuels is not treating these estimates as a current

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Scheme Implementation Deed, dated as of April 21, 2024, by and among Energy Fuels Inc., EFR Australia Pty Ltd. and Base Resources Limited. 23.1 Consent of Roger Mason dated April 24, 2024. 23.2 Consent of Daniel Kapostasy dated April 25, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 6

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain "Forward Looking Information" and "Forward Looking Statements" within the meaning of applicable United States and Canadian securities legislation, which may include, but are not limited to, statements with respect to: any expectation that the Company will maintain its position as a leading U.S.-based uranium and critical minerals company or as the leading producer of uranium in the U.S.; any expectation that the Scheme will be completed or if completed, completed on the terms and time proposed; any expectation that the Transaction will unlock significant value to both Energy Fuels and Base Resources shareholders due to valuable and immediate synergies; any expectation as to production levels or timing or duration of production from the Toliara Project or any of the Company's other mines or projects; any expectations as to costs of production at the Toliara Project, the Mill or any of the Company's mines or other projects; any expectation that any production at the Toliara Project or Mill will be world or globally competitive; any expectation that Energy Fuels will be in a position to unlock the value of Toliara's low-cost Monazite, including in a manner that no other facility in the U.S. is capable of doing, or at all; any expectation that the Transaction will be highly accretive to Energy Fuels' shareholders on a net asset value per share basis, with potential to unlock significant further upside, or at all; any expectation that the addition of the Base Resources team will allow the Company to maximize the value of the Company's projects; any expectation that Energy Fuels' Phase 1 REE separation facility will be commissioned successfully; any expectation that EnergyFuels' Phase 2 separation facility will complete engineering design or will receive all required permits and licenses; any expectation that Energy Fuels will construct its Phase 2 REE separation facility; the estimates and proj

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View this 8-K filing on SEC EDGAR