Acquisition expected to transform Energy Fuels
into a world leading rare earth element, titanium and zirconium
producer, while maintaining its position as a U.S.-leading uranium
producer
DENVER, Sept. 5,
2024 /PRNewswire/ - Energy Fuels Inc. (NYSE
American: UUUU) (TSX: EFR) ("Energy Fuels" or the
"Company"), an industry leader in uranium and rare earth
elements ("REE") production for the energy transition, is
pleased to announce that it has achieved a major milestone toward
its planned acquisition of Base Resources ("Base") with the
approval of the acquisition by Base shareholders at a special
meeting of shareholders held in Perth,
Australia on September 5,
2024. Further, as previously announced by Base, all required
regulatory approvals for the acquisition have been obtained.
Mark S. Chalmers, President
and CEO of Energy Fuels stated:
"We are pleased that the Base shareholders voted overwhelmingly
to approve Energy Fuels' combination with Base Resources. We
believe that the combined company will clearly emerge as a
world-leader in producing several of the critical minerals and
materials needed for the clean energy transition. The Toliara,
Bahia and Donald projects are expected to become large-scale,
world-class, and low-cost heavy mineral sand projects in the coming
years, producing titanium, zirconium and rare earth minerals.
Energy Fuels is uniquely placed in the world to unlock the value of
the rare earth minerals (monazite and xenotime) at our White Mesa
Mill, and we have proven our ability to recover and produce
advanced separated rare earth materials in the USA. I am also very pleased to see recent
improvements in REE prices, with the price of NdPr recently
increasing to $60.21 per
kilogram.
We look forward to completing the next steps in our acquisition
of Base Resources and closing the Transaction on October 2, 2024."
Base Shareholders Overwhelming Vote in Favor of Combination
with Energy Fuels:
As previously announced on April 21,
2024, Energy Fuels entered into an agreement to acquire 100%
of the issued shares of Base in consideration of the issuance by
the Company of 0.026 Energy Fuels Common Shares for every Base
share held and the payment by Base of a special dividend of AUD
$0.065 per Base share (the
"Transaction"). The Transaction is to be effected by way of
a scheme of arrangement under Australia's Corporations Act (the
"Scheme").
At their September 5, 2024
meeting, the shareholders of Base overwhelmingly voted in favor of
the Scheme, with 99.88% of the votes cast by Base shareholders in
favor of the transaction, and 93.18% of the Base shareholders
present and voting (in person or by proxy) in favor of the
transaction. Both voting results significantly exceed the
requirements for shareholder approval, being more than 75% of the
votes cast and more than 50% of the shareholders present.
As a next step, Base will apply to the Federal Court of
Australia (the "Court") for
approval of the Scheme, which is scheduled to occur on September 12, 2024. If the Court approves the
Scheme, a copy of the Court order will be lodged with the
Australian Securities and Investments Commission
("ASIC") and the Scheme will become effective,
which is expected to occur on September 13,
2024. As a result, September 13,
2024 is expected to be Base's last day of trading on the
Australian Stock Exchange ("ASX"). The Special Dividend
(AUD$0.065 per share) is expected to be paid to Base shareholders
on October 1, 2024, and Closing of
the Transaction is expected to occur on October 2, 2024. The closing remains subject to
this Court approval and other routine conditions.
All Required Regulatory Approvals have been Obtained:
On July 1, 2024, Base received
notice from the Competition Authority of Kenya that it had approved the proposed
combination pursuant to the Competition Act of Kenya. On August
21 2024, Base announced that Energy Fuels had received
written confirmation from the Foreign Investment Review Board that
the Australian government has no objections to the proposed
combination, and on August 27, 2024,
Base received confirmation from the Malagasy Competition Council
that it does not object to the proposed combination of Energy Fuels
and Base and that the Transaction may proceed. As a result, all the
regulatory conditions precedent to the Scheme are considered
satisfied, and there are no remaining regulatory approval
conditions precedent to implementation of the Scheme and closing of
the Transaction.
The acquisition of Base Resources and its 100%-owned Toliara
Mineral Sand Project in Madagascar
("Toliara"), together with the Company's 100%-owned Bahia
Mineral Sand Project in Brazil
("Bahia") and the Company's recently announced joint venture
with Astron Corporation to develop the Donald Mineral Sand Project
in Australia ("Donald"), is
expected to transform Energy Fuels into a world-leader in REE's,
titanium, and zirconium production, while maintaining it's position
as a leading U.S. uranium mining producer. The Toliara, Bahia, and
Donald projects are heavy mineral sand ("HMS") projects
that, upon development, will primarily produce titanium and
zirconium minerals, including ilmenite, rutile, and zircon. Subject
to receipt of further permitting and development, these HMS
projects are also expected to produce a valuable monazite sand
byproduct, which is one of the best sources of the "magnet" REE's
used in electric vehicles ("EVs"), plug-in hybrid vehicles,
direct-drive wind energy, and other technologies. The Toliara
Project is expected to be Energy Fuels' cornerstone source of
monazite supply, providing a long-term and large-scale supply of
monazite to the Company's White Mesa Mill in Utah (the "Mill") for processing into
REE oxides and other advanced REE materials, along with the
recovery of contained uranium. As the monazite is expected to be a
very low-cost byproduct of Toliara's primary ilmenite and zircon
production, the production of REE oxides at the Mill is expected to
be low-cost and globally competitive. The Toliara Project is
subject to negotiation of fiscal terms with the Madagascar government and the receipt of
certain Madagascar government
approvals and actions before a current suspension on activities at
the Toliara Project will be lifted and development may occur.
Energy Fuels Successfully Commissions REE Separation Circuit;
Turns Focus to Uranium Production for the Remainder of
2024:
During Q2- and Q3-2024, the Company successfully commissioned an
REE separation circuit at its 100%-owned White Mesa Mill. This
"Phase 1" circuit has the capacity to produce up to 1,000 metric
tons ("tonnes") of separated NdPr per year. During
commissioning, the Company recovered, dried, and packaged
approximately 40 tonnes of high-purity, on-spec separated NdPr. The
Company estimates that it recovered an additional 10 to 20 tonnes
of separated NdPr, which remains in circuit and will be packaged at
a later date. This 50 – 60 tonnes of NdPr production exceeds the
Company's original guidance of 25 – 35 tonnes by over 40%.
The Company is currently in the process of shifting its
production focus at the Mill from REE's to uranium. During 2024,
the Company expects to produce 150,000 to 500,000 pounds of
U3O8 from stockpiled alternate feed materials
and conventional ore. In addition, ore production and underground
development at its Pinyon Plain and La
Sal mines continues on schedule and on budget.
ABOUT ENERGY FUELS
Energy Fuels is a leading US-based critical minerals company.
The Company, as a leading producer of uranium in the United States, mines uranium and produces
natural uranium concentrates that are sold to major nuclear
utilities for the production of carbon-free nuclear energy. Energy
Fuels recently began production of advanced rare earth element
("REE") materials, including mixed REE carbonate in 2021,
and commenced production of commercial quantities of separated REEs
in 2024. Energy Fuels also produces vanadium from certain of its
projects, as market conditions warrant, and is evaluating the
recovery of radionuclides needed for emerging cancer treatments.
Its corporate offices are in Lakewood,
Colorado, near Denver, and
substantially all its assets and employees are in the United States. Energy Fuels holds two of
America's key uranium production centers: the White Mesa Mill in
Utah and the Nichols Ranch in-situ
recovery ("ISR") Project in Wyoming. The White Mesa Mill is the only
conventional uranium mill operating in the US today, has a licensed
capacity of over 8 million pounds of U3O8 per
year, and has the ability to produce vanadium when market
conditions warrant, as well as REE products, from various
uranium-bearing ores. The Nichols Ranch ISR Project is on standby
and has a licensed capacity of 2 million pounds of
U3O8 per year. The Company recently acquired
the Bahia Project in Brazil and
entered into a joint venture agreement to develop the Donald
Project in Australia, each of
which is believed to have significant quantities of titanium
(ilmenite and rutile), zirconium (zircon) and REE (monazite)
minerals. In addition to the above production facilities, Energy
Fuels also has one of the largest NI 43-101 compliant uranium
resource portfolios in the US and several uranium and
uranium/vanadium mining projects on standby and in various stages
of permitting and development. 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 Toronto Stock Exchange under the trading symbol "EFR." Energy
Fuels' website is www.energyfuels.com.
Cautionary Note Regarding Forward-Looking
Statements: This news release 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 critical minerals company or as a leading
producer of uranium in the U.S.; any expectation with respect to
timelines to production; any expectation as to rates or quantities
of production; any expectation as to costs of production; any
expectation that the Bahia Project, Donald Project and/or Toliara
Project, if acquired, will be fully permitted and developed; any
expectation that, upon development, the Bahia Project, Donald
Project and/or Toliara Project will be low-cost sources of monazite
feed for the Mill; any expectation that the acquisition of Base
Resources will be completed or if completed, completed on the terms
and time proposed; any expectation that any production at the Bahia
Project, Donald Project and/or Toliara Project, if acquired, or
Mill will be world or globally competitive; any expectation that
Energy Fuels will be successful in agreeing on fiscal terms with
the Government of Madagascar or in
achieving sufficient fiscal and legal stability for the Toliara
Project, if acquired; any expectation that the current suspension
relating to the Toliara Project will be lifted in the near future
or at all; any expectation that the additional permits for the
recovery of Monazite at the Bahia, Donald and Toliara Projects will
be acquired on a timely basis or at all; any expectation that the
Toliara Project will become a world-class HMS project; and any
expectation that the Company's evaluation of radioisotope recovery
at the Mill will be successful. Generally, these forward-looking
statements can be identified by the use of forward-looking
terminology such as "plans," "expects," "does not expect," "is
expected," "is likely," "budgets," "scheduled," "estimates,"
"forecasts," "intends," "anticipates," "does not anticipate," or
"believes," or variations of such words and phrases, or state that
certain actions, events or results "may," "could," "would," "might"
or "will be taken," "occur," "be achieved" or "have the potential
to." All statements, other than statements of historical fact,
herein are considered to be forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
express or implied by the forward-looking statements. Factors that
could cause actual results to differ materially from those
anticipated in these forward-looking statements include risks
associated with: commodity prices and price fluctuations;
engineering, construction, processing and mining difficulties,
upsets and delays; permitting and licensing requirements and
delays; changes to regulatory requirements; legal challenges; the
availability of feed sources for the Mill; competition from other
producers; public opinion; government and political actions; the
failure of the Company to complete the acquisition of Base
Resources; the failure of the Government of Madagascar to agree on fiscal terms for the
Toliara Project or provide the approvals necessary to achieve
sufficient fiscal and legal stability on acceptable terms and
conditions or at all; the failure of the current suspension
affecting the Toliara Project to be lifted on a timely basis or at
all; the failure of the Company to obtain the required permits for
the recovery of Monazite from the Bahia, Donald and/or Toliara
Projects; the failure of the Company to provide or obtain the
necessary financing required to develop the Bahia, Donald and/or
Toliara Projects; available supplies of monazite; the ability of
the Mill to produce REE carbonate, REE oxides or other REE products
to meet commercial specifications on a commercial scale at
acceptable costs or at all; market factors, including future demand
for HMS and/or REEs; actual results may differ from all such
estimates and projections; the ability of the Mill to recover
radium or other radioisotopes at reasonable costs or at all; market
prices and demand for medical isotopes; and the other factors
described under the caption "Risk Factors" in the Company's most
recently filed Annual Report on Form 10-K, which is available for
review on EDGAR at www.sec.gov/edgar, on SEDAR+
at www.sedarplus.ca, and on the Company's website
at www.energyfuels.com. Forward-looking statements
contained herein are made as of the date of this news release, and
the Company disclaims, other than as required by law, any
obligation to update any forward-looking statements whether as a
result of new information, results, future events, circumstances,
or if management's estimates or opinions should change, or
otherwise. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, the reader is cautioned not to place undue
reliance on forward-looking statements. The Company assumes no
obligation to update the information in this communication, except
as otherwise required by law.
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SOURCE Energy Fuels Inc.