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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 products. 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. 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.
CAUTIONARY NOTE TO INVESTORS CONCERNING DISCLOSURE OF MINERAL RESOURCES AND RESERVES
We are a U.S. domestic issuer for United States Securities and Exchange Commission (the “SEC”) reporting purposes, a majority of our outstanding voting securities are held by U.S. residents, we are required to report our financial results under generally accepted accounting principles in the U.S. (“U.S. GAAP”) and our primary trading market is the NYSE American. However, because we are incorporated in Ontario, Canada and also listed on the TSX, this Annual Report also contains or incorporates by reference certain disclosure that satisfies the additional requirements of Canadian securities laws that differ from the requirements of U.S. securities laws.
All mineral estimates constituting mining operations that are material to our business or financial condition included in this Annual Report for the year ended December 31, 2024, and in the documents incorporated by reference herein, have been prepared in accordance with both 17 CFR Subparts 220.1300 and 229.601(b)(96) (collectively, “S-K 1300”), the SEC’s mining disclosure framework effective as of 2021, and Canadian National Instrument 43-101 - Standards of Disclosure for Mineral
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Projects (“NI 43-101”), a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Furthermore, all mineral estimates constituting mining operations that are material to our business or financial condition included in this Annual Report are supported by pre-feasibility studies and/or initial assessments prepared in accordance with both the requirements of S-K 1300 and NI 43-101. S-K 1300 and NI 43-101 both provide for the disclosure of: (i) “Inferred Mineral Resources,” which investors should understand have the lowest level of geological confidence of all mineral resources and thus may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve; (ii) “Indicated Mineral Resources,” which investors should understand have a lower level of confidence than that of a “Measured Mineral Resource” and thus may be converted only to a “Probable Mineral Reserve”; and (iii) “Measured Mineral Resources,” which investors should understand have sufficient geological certainty to be converted to a “Proven Mineral Reserve” or to a “Probable Mineral Reserve.All mineral estimates constituting mining operations that are material to our business or financial condition included in this Annual Report for the year ended December 31, 2022, and in the documents incorporated by reference herein, have been prepared in accordance with both S-K 1300 and NI 43-101 and are supported by pre-feasibility studies and/or initial assessments prepared in accordance with both the requirements of S-K 1300 and NI 43-101. S-K 1300 and NI 43-101 both provide for the disclosure of: (i) “Inferred Mineral Resources,” which investors should understand have the lowest level of geological confidence of all mineral resources and thus may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve; (ii) “Indicated Mineral Resources,” which investors should understand have a lower level of confidence than that of a “Measured Mineral Resource” and thus may be converted only to a “Probable Mineral Reserve”; and (iii) “Measured Mineral Resources,” which investors should understand have sufficient geological certainty to be converted to a “Proven Mineral Reserve” or to a “Probable Mineral Reserve. ” Investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves as defined by S-K 1300 or NI 43-101. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable, or that an Inferred Mineral Resource will ever be upgraded to a higher category.
For purposes of S-K 1300 and NI 43-101, as of December 31, 2024, the Company was classified as a production stage issuer because it is engaged in the material extraction of mineral reserves on at least one material property. For purposes of S-K 1300 and NI 43-101, the Company is classified as a development stage issuer because it is engaged in the preparation of Mineral Reserves for extraction on at least one material property. In late 2023, the Company commenced uranium production at three of its material properties, namely the Pinyon Plain Project and the La Sal and Pandora mines (each of the La Sal and Pandora mines constitutes a portion of the La Sal Project). The Pinyon Plain Project includes a Mineral Reserve and is considered by the Company to have reached viable commercial production as of April 1, 2024.
All mineral disclosure reported in this Annual Report has been prepared in accordance with the definitions of both S-K 1300 and NI 43-101.
S-K 1300 Definitions:
•Development Stage Issuer: is an issuer that is engaged in the preparation of mineral reserves for extraction on at least one material property.
•Development Stage Property: is a property that has mineral reserves disclosed, pursuant to S-K 1300, but no material extraction.
•Exploration Stage Issuer: is an issuer that has no material property with Mineral Reserves disclosed.
•Exploration Stage Property: is a property that has no mineral reserves disclosed.
•Feasibility Study: is a comprehensive technical and economic study of the selected development option for a mineral project, which includes detailed assessments of all applicable modifying factors, as defined in S-K 1300, together with any other relevant operational factors, and detailed financial analyses that are necessary to demonstrate, at the time of reporting, that extraction is economically viable. The results of the study may serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project.
(1) A feasibility study is more comprehensive, and with a higher degree of accuracy, than a pre-feasibility study. It must contain mining, infrastructure, and process designs completed with sufficient rigor to serve as the basis for an investment decision or to support project financing.
(2) The confidence level in the results of a feasibility study is higher than the confidence level in the results of a pre-feasibility study. Terms such as full, final, comprehensive, bankable, or definitive feasibility study are equivalent to a feasibility study.
•Indicated Mineral Resource: is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.
•Inferred Mineral Resource: is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project and may not be converted to a mineral reserve.
•Initial Assessment: is a preliminary technical and economic study of the economic potential of all or parts of mineralization to support the disclosure of mineral resources. The initial assessment must be prepared by a qualified person and must include appropriate assessments of reasonably assumed technical and economic factors, together with
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any other relevant operational factors, that are necessary to demonstrate at the time of reporting that there are reasonable prospects for economic extraction. An initial assessment is required for disclosure of mineral resources but cannot be used as the basis for disclosure of mineral reserves.
•Measured Mineral Resource: is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.
•Mineral Reserve: is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
•Mineral Resource: is a concentration or occurrence of material of economic interest in or on the earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.
•Modifying Factors: are the factors that a qualified person must apply to indicated and measured mineral resources and then evaluate in order to establish the economic viability of mineral reserves. A qualified person must apply and evaluate modifying factors to convert measured and indicated mineral resources to proven and probable mineral reserves. These factors include, but are not restricted to: mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project.
•Preliminary Feasibility Study (or Pre-Feasibility Study): is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a qualified person has determined (in the case of underground mining) a preferred mining method, or (in the case of surface mining) a pit configuration, and in all cases has determined an effective method of mineral processing and an effective plan to sell the product.
(1) A pre-feasibility study includes a financial analysis based on reasonable assumptions, based on appropriate testing, about the modifying factors and the evaluation of any other relevant factors that are sufficient for a qualified person to determine if all or part of the indicated and measured mineral resources may be converted to mineral reserves at the time of reporting. The financial analysis must have the level of detail necessary to demonstrate, at the time of reporting, that extraction is economically viable.
(2) A pre-feasibility study is less comprehensive and results in a lower confidence level than a feasibility study. A pre-feasibility study is more comprehensive and results in a higher confidence level than an initial assessment.
•Preliminary Market Study: is a study that is sufficiently rigorous and comprehensive to determine and support the existence of a readily accessible market for the mineral. It must, at a minimum, include product specifications based on preliminary geologic and metallurgical testing, supply and demand forecasts, historical prices for the preceding five or more years, estimated long term prices, evaluation of competitors (including products and estimates of production volumes, sales, and prices), customer evaluation of product specifications, and market entry strategies. The study must provide justification for all assumptions. It can, however, be less rigorous and comprehensive than a final market study, which is required for a full feasibility study.
•Probable Mineral Reserve: is the economically mineable part of an indicated and, in some cases, a measured mineral resource.
•Production Stage Issuer: is an issuer that is engaged in material extraction of mineral reserves on at least one material property.
•Proven Mineral Reserve: is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.
•Qualified Person: is an individual who is:
(1) a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant; and
(2) an eligible member or licensee in good standing of a recognized professional organization at the time the technical report is prepared. For an organization to be a recognized professional organization, it must:
(i) be either:
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(A) an organization recognized within the mining industry as a reputable professional association; or
(B) a board authorized by U.S. federal, state or foreign statute to regulate professionals in the mining, geoscience or related field;
(ii) admit eligible members primarily on the basis of their academic qualifications and experience;
(iii) establish and require compliance with professional standards of competence and ethics;
(iv) require or encourage continuing professional development;
(v) have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides; and
(vi) provide a public list of members in good standing.
CIM and NI 43-101 Definitions:
•Feasibility Study: A “feasibility study” is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable modifying factors, together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a pre-feasibility study.
•Indicated Mineral Resource: An “indicated mineral resource” is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An indicated mineral resource has a lower level of confidence than that applied to a measured mineral resource and may only be converted to a probable mineral reserve.
•Inferred Mineral Resource: An “inferred mineral resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply, but not verify, geological and grade or quality continuity. An inferred mineral resource has a lower level of confidence than that applied to an indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to “indicated mineral resources” with continued exploration.
•Measured Mineral Resource: A “measured mineral resource” is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling, and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A measured mineral resource has a higher level of confidence than that applied to either an indicated mineral resource or an inferred mineral resource. It may be converted to a proven mineral reserve or to a probable mineral reserve.
•Mineral Reserve: A “mineral reserve” is the economically mineable part of a measured and/or indicated mineral resource. It includes diluting materials and allowances for losses which may occur when the material is mined or is extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of modifying factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which mineral reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a mineral reserve must be demonstrated by a pre-feasibility study or feasibility study.
•Mineral Resource: A “mineral resource” is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.
•Modifying Factors: “Modifying factors” are considerations used to convert mineral resources to mineral reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors.
•PEA: A Preliminary Economic Assessment performed in accordance with NI 43-101. A Preliminary Economic Assessment is a study, other than a pre-feasibility study or feasibility study, which includes an economic analysis of the potential viability of mineral resources.
•Pre-Feasibility Study: A “pre-feasibility study” is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of
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underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the modifying factors and the evaluation of any other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be converted to a mineral reserve at the time of reporting. A pre-feasibility study is at a lower confidence level than a feasibility study.
•Probable Mineral Reserve: A Probable Mineral Reserve is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.
•Proven Mineral Reserve: A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.
•Qualified Person: means an individual who:
(a) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining;
(b) has at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these, that is relevant to his or her professional degree or area of practice;
(c) has experience relevant to the subject matter of the mineral project and the technical report;
(d) is in good standing with a professional association; and
(e) in the case of a professional association in a foreign jurisdiction, has a membership designation that
(i) requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and
(ii) requires
A. a favorable confidential peer evaluation of the individual’s character, professional judgement, experience, and ethical fitness; or
B. a recommendation for membership by at least two peers and demonstrated prominence or expertise in the field of mineral exploration or mining.
GLOSSARY OF TECHNICAL TERMS
The following defined technical terms are used in this Annual Report:
•% U3O8 Eq: Equivalent uranium grade calculated by combining uranium content and copper content by factoring in the grade, commodity price and metallurgical recovery for each metal.
•ANM Process Area: An area (up to 2,000 hectares) granted by the Federal Government of Brazil to a Brazilian Legal Entity for the exploration and or the extraction of minerals.
•APP: An Aquifer Protection Permit, issued by ADEQ (see “Glossary of Regulatory Agencies and Exchanges” below).
•Assay: The testing of a metal or natural material to determine its ingredients and quality.
•Breccia: A rock in which angular fragments are surrounded by a mass of fine-grained materials.
•CAP: A Corrective Action Plan.
•Copper: A red-brown metal, the chemical element of atomic number 29.
•Cut-off grade: The grade (i.e., the concentration of metal or mineral in rock) that determines the destination of the material during mining. For purposes of establishing “prospects of economic extraction,” the cut-off grade is the grade that distinguishes material deemed to have no economic value (it will not be mined in underground mining or if mined in surface mining, its destination will be the waste dump) from material deemed to have economic value (its ultimate destination during mining will be the processing facility). Other terms used in similar fashion as cut-off grade include net smelter return, pay limit, and break-even stripping ratio.
•EA: Environmental Assessment prepared under NEPA for a mineral project.
•EIS: Environmental Impact Statement prepared under NEPA for a mineral project.
•eU3O8: This term refers to equivalent U3O8 grade derived by gamma logging of drill holes.
•Extraction: The process of physically extracting mineralized material from the ground. Exploration continues during the extraction process, and, in many cases, mineralized material is expanded during the life of the extraction activities as the exploration potential of the deposit is realized.
•FONSI: Finding of No Significant Impact under NEPA, as defined below, for a mineral project.
•Formation: A distinct layer of sedimentary or volcanic rock of similar composition.
•Grade: Quantity or percentage of metal per unit weight of host rock.
•GWDP: A groundwater discharge permit, issuable by UDEQ.
•Heavy Mineral: A mineral with a density greater than 2.9 g/cm3.
•Heavy Mineral Sand: A mineral deposit containing heavy minerals, silica sand, clay and other minerals.
•HMC: Heavy Mineral Sand concentrate, containing approximately 80-90% heavy minerals.
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•HMS: Heavy Mineral Sand.
•HMS products: salable products produced from the separation of HMS, including ilmenite, rutile and zircon.
•Host rock: The rock containing a mineral or an ore body.
•In-situ recovery or ISR: The recovery, by chemical means, of the uranium component of a deposit without the physical extraction of uranium-bearing material from the ground. ISR utilizes injection of appropriate oxidizing chemicals into a uranium-bearing sandstone deposit by injection wells, with the uranium-bearing solution being removed by extraction wells; also referred to as “solution mining.”
•Mineral: A naturally formed chemical element or compound having a definite chemical composition and, usually, a characteristic crystal form.
•Mineralization: A natural occurrence, in rocks or soil, of one or more metal yielding minerals.
•Mineralized material: Material that contains mineralization (e.g., uranium, vanadium and/or copper) and that is not included in an SEC Reserve as it does not meet all of the criteria for adequate demonstration of economic or legal extraction.
•Monazite: A phosphate mineral with a chemical composition of (Ce,La,Nd,Th)PO4. It is a naturally occurring uranium- and rare earth-bearing mineral.
•MT: A metric ton or tonne; one MT equals 1.102 tons.
•NEPA: The United States National Environmental Policy Act of 1969, as amended.
•NOI: A Notice of Intent, filed by Energy Fuels to a regulatory agency as a part of a licensing or permitting action related to a mineral project.
•Open Pit: Surface mineral extraction in which the mineralized material is extracted from a pit or quarry.
•Ore: Mineral-bearing rock that can be mined, processed and concentrated profitably under current or immediately foreseeable economic conditions. A company may only refer to reserves (as that term is defined in S-K 1300) as “ore.”
•Ore body: A mostly solid and fairly continuous mass of in-ground mineralization estimated to be economically mineable.
•Outcrop: That part of a geologic formation or structure that appears at the surface of the Earth.
•PO: Plan of Operations for a mineral project prepared in accordance with applicable United States Bureau of Land Management or United States Forest Service regulations.
•Rare Earth Elements or REEs: a group of seventeen metallic elements consisting of the fifteen lanthanide elements along with scandium and yttrium.
•Reclamation: The process by which lands disturbed as a result of mineral extraction activities are modified to support beneficial land use. Reclamation activity may include the removal of buildings, equipment, machinery, and other physical remnants of mining activities, closure of tailings storage facilities, leach pads, and other features, and contouring, covering and re-vegetation of waste rock, and other disturbed areas.
•RoD or Record of Decision: The final approval issued by a public land management agency for a PO.
•Tonne: A metric ton (MT); one tonne equals 1.102 tons.
•Uranium: a heavy, naturally radioactive, metallic element of atomic number 92. Uranium in its pure form is a heavy metal. Its two principal isotopes are U-238 and U-235, of which U-235 is the necessary component for the nuclear fuel cycle. However, “uranium” used in this Annual Report refers to triuranium octoxide, also called “U3O8” and the primary component of “yellowcake,” and is produced from uranium deposits. It is the most actively traded uranium-related commodity.
•Uranium concentrate: a yellowish to yellow-brownish powder obtained from the chemical processing of uranium-bearing material. Uranium concentrate typically contains 70% to 90% U3O8 by weight. Uranium concentrate is also referred to as “yellowcake.”
•V2O5: Vanadium pentoxide, or the form of vanadium typically produced at the White Mesa Mill, also called “black flake.”
•Valuable Heavy Minerals: The portion of heavy minerals (density greater than 2.9 g/cm3) that have economic value. Examples include ilmenite, rutile, zircon and monazite. Examples include ilmenite, rutile, zircon and monazite.
•Yellowcake: Another name for Uranium Concentrate (U3O8).
GLOSSARY OF REGULATORY AGENCIES AND EXCHANGES
•ADEQ: The Arizona Department of Environmental Quality.
•ANM: The Brazilian National Mining Agency (Agência Nacional de Mineração).
•BLM: The U.S. Bureau of Land Management, an agency of the U.S. Department of the Interior.
•CRA: The Canada Revenue Agency, an agency of the Government of Canada.
•DOC: The U.S. Department of Commerce, an executive department of the U.S. government.
•DOE: The U.S. Department of Energy, a cabinet-level department of the U.S. government.
•DOI: The U.S. Department of Interior, a federal executive department of the U.S. government.
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•DWQ: The Utah Division of Water Quality.
•EIA: The U.S. Energy Information Administration, a principal agency of the U.S. Federal Statistical System.
•EPA: The U.S. Environmental Protection Agency, an independent agency of the U.S. government.
•MSHA: The Mine Safety and Health Administration, an agency of the U.S. Department of Labor.
•NRC: The Nuclear Regulatory Commission, an independent agency of the U.S. government.
•NYSE American: The NYSE American stock exchange, a stock exchange based in New York, New York.
•OSC: The Ontario Securities Commission.
•OSHA: The Occupational Safety and Health Administration, an agency of the U.S. Department of Labor.
•SEC: The U.S. Securities and Exchange Commission, an independent agency of the U.S. government.
•TSX: The Toronto Stock Exchange, a stock exchange located in Toronto, Ontario, Canada.
•UDAQ: The Utah Division of Air Quality.
•UDEQ: The Utah Department of Environmental Quality.
•UDOGM: The Utah Division of Oil, Gas and Mining.
•USACE: The U.S. Army Corps of Engineers, an agency of the U.S. Department of Defense.
•USFS: The U.S. Forest Service, an agency of the U.S. Department of Agriculture.
•USFW: The U.S. Fish and Wildlife Service, an agency of the U.S. Department of the Interior.
•WDEQ: The Wyoming Department of Environmental Quality.
•WDEQ-AQD: The Air Quality Division of the WDEQ.
•WDEQ-LQD: The Land Quality Division of the WDEQ.
•WDEQ-WQD: The Water Quality Division of the WDEQ.
•WSEO: The Wyoming State Engineer’s Office.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
General Development of the Business
Corporate Structure
Energy Fuels Inc. is an Ontario corporation with its corporate offices located in Lakewood, Colorado (a city in the Denver metropolitan area). It was incorporated on June 24, 1987 in the Province of Alberta under the name “368408 Alberta Inc.” In October 1987, 368408 Alberta Inc. changed its name to “Trevco Oil & Gas Ltd.” In May 1990, Trevco Oil & Gas Ltd. changed its name to “Trev Corp.” In August 1994, Trev Corp. changed its name to “Orogrande Resources Inc.” In April 2001, Orogrande Resources Inc. changed its name to “Volcanic Metals Exploration Inc.” On September 2, 2005, the Company was continued under the Business Corporations Act (Ontario) (the “OBCA”). On March 26, 2006, Volcanic Metals Exploration Inc. acquired 100% of the outstanding shares of “Energy Fuels Resources Corporation.” On May 26, 2006, Volcanic Metals Exploration Inc. changed its name to “Energy Fuels Inc.” On November 5, 2013, the Company amended its Articles of Incorporation to consolidate its issued and outstanding, freely tradable Common Shares on the basis of one post-consolidation Common Share for every 50 pre-consolidation Common Shares (the “Consolidation”).
The Company’s U.S.-based assets, which include uranium, vanadium and REE extraction, recovery, permitting, evaluation and exploration assets, are held directly and indirectly, as the case may be, by the Company’s wholly owned subsidiaries Energy Fuels Holdings Corp. (“EF Holdings”) and Strathmore Minerals Corp. (“Strathmore”). The Company, through its wholly owned subsidiary Energy Fuels Brazil Ltda. The Company’s wholly owned subsidiary Energy Fuels Brazil Ltda. , acquired the Bahia Project in the State of Bahia, Brazil on February 10, 2023, which consists of 19 mineral concessions totaling approximately 41,951 acres or 65.5 square miles. All of the Company’s U.S.-based employees are employed by its subsidiary Energy Fuels Resources (USA) Inc. (“EFUSA”), a wholly owned subsidiary of EF Holdings, which also serves as operator of all of the Company’s U.S. properties.
On June 3, 2024, the Company executed binding agreements (collectively, the “JV Agreements”) with Astron Corporation Limited (“Astron”) for the creation of a joint venture (the “Donald Project JV”) to jointly develop and operate the Donald Project. As of December 31, 2024, the Company owns 4.49% of the Donald Project JV. See “Part I, Item 1. Material Transactions and Corporate Developments,” below for more information.
On August 16, 2024, the Company acquired RadTran LLC (“RadTran”), a private company specializing in the separation of critical radioisotopes, to further the Company’s plans for development and production of medical isotopes used in cancer treatments. See “Part I, Item 1. Material Transactions and Corporate Developments,” for more information.
On October 2, 2024, the Company acquired Base Resources, which owns the now-winding-down Kwale HMS project in Kenya and the Toliara HMS and REE development project in Madagascar, further increasing its portfolio of other HMS/monazite/REE projects around the world. See “Part I, Item 1. Material Transactions and Corporate Developments,” for more information.
A diagram depicting the organizational structure of the Company and its subsidiaries, including the name, place of incorporation and proportion of ownership interest of each entity, is included as Exhibit 21.1 to this Annual Report. Energy Fuels owns a number of inactive subsidiaries which have no material assets or liabilities and do not engage in any material business activities. Energy Fuels also owns a number of inactive subsidiaries which have no material assets or liabilities and do not engage in any material business activities.
Each of the Company’s U.S. subsidiaries has its principal place of business and corporate office at 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, USA, though additional support offices are located at a number of Company properties., Suite 600, Lakewood, Colorado 80228, USA, though additional support offices are located at a number of Company properties, including a newly established office located in Prado, State of Bahia, Brazil. The registered office of EFUSA and principal place of business for the Company is at 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, USA, and the registered office of the Company is located at 82 Richmond Street East, Suite 308 Toronto, Ontario, M5C 1P1, Canada. The Company’s website address is www.energyfuels.com.
The primary trading market for Energy Fuels’ Common Shares is the NYSE American under the trading symbol “UUUU,” and the Company’s Common Shares are also listed on the TSX under the trading symbol “EFR.” Energy Fuels is a U.S. domestic issuer for SEC reporting purposes and, in addition, is a reporting issuer in all Canadian provinces. Options on Energy Fuels’ Common Shares are traded on The Chicago Board Options Exchange. The Designated Primary Market Maker for the Options is Group One Trading, LP. Citadel Securities is the Company’s Market Maker on the NYSE American.
Business Overview
We responsibly produce several of the raw materials needed for clean energy and advanced technologies, including uranium, vanadium, HMS and REE. The Company owns conventional uranium, uranium/vanadium and HMS properties and projects in
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various stages of operation, development, exploration and permitting, as well as fully permitted uranium and uranium/vanadium projects on standby.
The Mill is working to establish itself as a critical minerals hub in the U.S. with its uranium, vanadium, REE and potential radioisotope production. Uranium is the fuel for carbon-free, emission-free baseload nuclear power, and one of the cleanest forms of energy in the world. The REEs we are now producing are used to manufacture permanent magnets for electric vehicles (“EVs”), hybrid EVs, wind turbines, advanced robotics, defense technologies and other technologies. The radioisotopes we are evaluating recovering from our REE and uranium processing streams have the potential to provide materials needed for emerging TAT cancer-fighting therapeutics.
In addition, Energy Fuels recovers uranium from other uranium-bearing materials not derived from natural or native ores, referred to as “Alternate Feed Materials,” at its Mill, thereby recycling materials back into the market that would otherwise be lost to direct disposal.
The Company is currently acquiring monazite from a third-party miner in Florida and Georgia, which it processes into RE Carbonate and separated REEs.
The Company has also secured its own sources of uranium- and REE-bearing monazite sands in furtherance of a fully integrated U.S.-based REE supply chain, which include:
•The Toliara Project in Madagascar acquired through the Company's 100% acquisition of Base Resources on October 2, 2024 (see “Part I, Item 1. Description of Business - Material Transactions,” and “Part I,
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