Energy Fuels Inc. (NYSE:UUUU) (TSX:EFR) today announced a definitive agreement to acquire 100% of Vacuumschmelze GmbH & Co. KG, Ara VAC TopCo US LLC, and their respective consolidated subsidiaries (collectively, "VAC") from Ara Partners for a total cash-and-stock consideration of approximately $1.9 billion based on Energy Fuels' closing share price of $16.12 as of June 22, 2026, creating a fully integrated platform to strengthen global critical rare earth element ("REE") supply chains.

Energy Fuels Inc., a US-based uranium and rare earth elements producer.

VAC is a leading advanced magnetics company with over 100 years of production expertise, more than 400 patents, over 1,000 customers, and operating magnet production facilities in North America, Europe and Asia, including a state-of-the-art facility in Sumter, South Carolina, with capacity to produce 2,000 tonnes per annum ("tpa") of permanent magnets, scalable to 12,000 tpa (the "Sumter Facility"). Over the last decade, VAC has produced and shipped more than one (1) billion rare earth permanent magnets. VAC's product portfolio spans both permanent magnets (sintered neodymium-iron-boron, NdFeB, and samarium-cobalt, SmCo) and soft magnetics (amorphous and nanocrystalline alloys, cobalt-iron and nickel-iron products), enabling integrated cross-selling among electrification and industrial applications. Approximately 85% of VAC's output is produced to customer specifications, reflecting deep design-in relationships built over decades, including customer partnerships averaging over 30 years with their largest accounts.

The transaction brings together Energy Fuels' upstream REE assets, including low-cost REE mining projects and existing separation capacity, with VAC's world-class downstream REE magnet manufacturing expertise. The combined company will also benefit from Energy Fuels' planned acquisition of Australian Strategic Materials Limited (ASX: ASM) ("ASM"), which, subject to conditions including shareholder approval and completion ("Closing Conditions"), will add existing commercial-scale REE metals and alloys capacity in South Korea (the "Korean Metals Plant"), with plans to build a new metals and alloys facility in the U.S. (the "American Metals Plant"). The combined company aims to serve customers across North America, Europe and Asia in high-growth sectors, including automotive, aerospace and defense, robotics, data centers, electronics and industrial automation.

"This is a transformational moment for Energy Fuels and the global rare earth supply chain," said Ross Bhappu, President and Chief Executive Officer of Energy Fuels. "Together with VAC, we will strengthen global rare earth and magnet supply chains, providing a reliable, secure and diversified source of critical materials from mines to highly valued permanent magnets. In addition, VAC's rapid solidification and crystalline businesses provide a soft-magnetics platform that is expected to result in greater scale, broader customer reach and enhanced ability to invest in innovation, manufacturing and growth. The combination of our two companies provides enhanced shareholder value and positions Energy Fuels as a leading, secure and trusted supplier for critical materials that are essential for national security and the safety and integrity of Western supply chains."

Dr. Erik Eschen, President and Chief Executive Officer of VAC, stated: "For over a century, VAC has been at the forefront of advanced magnetics and pioneering critical materials. This transaction reinforces VAC as the cornerstone of a resilient and reliable permanent magnet supply chain, which is essential for alternative energy development, industrial competitiveness and national security. Joining forces with Energy Fuels gives our team, our technology, and our customers something that no other Western platform can offer today: a fully integrated supply chain platform from mine to finished magnet. With Energy Fuels' proven upstream capabilities and VAC's downstream expertise, proprietary IP, and the state-of-the-art Sumter Facility, we will be uniquely positioned to serve rapidly growing demand across various sectors including automotive, aerospace, defense, hyperscale data centers, robotics, semiconductors and beyond."

Troy Thacker, Managing Partner of Ara Partners, added: "Rare earth magnets are essential to both decarbonization and national security, and VAC is a foundational supplier to that critical supply chain. The combination with Energy Fuels gives VAC a fully integrated platform and the resources to meet rapidly growing global demand. Ara is proud to have backed VAC's growth and intends to remain a committed shareholder, supporting this expanded team as the platform reaches its full potential."

Following completion of the transaction, VAC will become a wholly owned subsidiary of Energy Fuels and will retain its branding and historic identity. VAC's technology base, engineering expertise and manufacturing footprint will remain critical to the success of Energy Fuels, with VAC maintaining its headquarters in Hanau, Germany. The combined company will continue to serve VAC's over 1,000 customers, while investing in manufacturing, innovation, customer relationships and operational capabilities across North America, Europe and Asia.

Energy Fuels has received a conditional commitment for up to $725 million from the U.S. Office of Strategic Capital ("OSC"), a 20-year loan to accelerate the planned expansion of the White Mesa Mill in Utah and the construction of the American Metals Plant. Energy Fuels and its joint venture partner Astron Limited are progressing discussions with Export Finance Australia and other lenders targeting a A$220 million lending package to support development of Phase 1 of the Donald Rare Earth and Mineral Sand Project (the "Donald Project"). In addition, VAC holds an existing $41 million grant from the U.S. Department of War which provides for the buildout of a metal-making facility in the U.S. that is expected to directly benefit the combined company. The conditional loan commitment between OSC and Energy Fuels specifies customary additional steps that the company must take to proceed toward financial close on the loan, including fulfilling financial, legal, technical and other due diligence requirements.

Strategically and Financially Compelling Combination

Fully Integrated Western Mine-to-Magnet Rare Earth Platform: The transaction paves the way for Energy Fuels to become the first western company with geographically diversified commercial capabilities across every critical step of the rare earth value chain. The combined platform includes feedstock supply from the "shovel ready" Donald Project in Australia; processing and separation at Energy Fuels' White Mesa Mill; metals and alloy production at ASM's currently operating Korean Metals Plant and planned American Metals Plant (subject to satisfaction of Closing Conditions); and high-performance permanent magnet manufacturing and assembly at VAC's European facilities and the recently commissioned Sumter Facility.
Accretive to Energy Fuels' Earnings and Cash Flow: VAC's legacy business generated $29 million of adjusted EBITDA1 in 2025 and has experienced more than 20% year-on-year growth in its order book for 2026. The Sumter Facility is expected to generate approximately between $65 million and $75 million of annual run-rate EBITDA1 once its production reaches its current capacity of 2,000 tpa. The Sumter Facility was constructed to be expanded to 4,000 tpa without disrupting current 2,000 tpa capacity, which would be expected to increase annual run-rate EBITDA1 at the Sumter Facility to approximately $130 million to $140 million. Cash flow from VAC is expected to help fund Energy Fuels' growth pipeline, including the Phase II expansion of the White Mesa Mill, the Donald Project, and the planned American Metals Plant.
Strong Market Share Growth Potential: VAC is the only commercial European and U.S. permanent magnet producer with a full spectrum of relevant, customer qualified NdFeB and SmCo magnet grades, including energy-dense, high-coercivity magnets required for mission-critical defense and aerospace applications. Demand for NdFeB magnets in North America and Europe is expected to grow by over 50% over the next decade according to the International Energy Agency. The Sumter Facility has ability to increase capacity to 12,000 tpa to meet strong growing demand, which, if fully realized, is expected to increase annual run-rate EBITDA at the Sumter Facility to ~$400 million1.
Pipeline of Potential New Customers Across Key Sectors: VAC's permanent magnet customer pipeline includes EV and non-EV automotive applications, data centers, power tools, robotics, aerospace and defense, semiconductors, and other industrial applications. VAC has secured a contract with the Defense Logistics Agency to supply NdFeB blocks for the national defense stockpile, with production starting in 2026.
The Sumter Facility will be an integral part of Energy Fuels' mine-to-magnet platform, with the Sumter Facility's existing capacity of 2,000 tpa expected to be supported by REE oxides extracted from monazite mined at Energy Fuels' shovel-ready Donald Project in Australia, which is expected to receive a positive Final Investment Decision in early Q3 2026 and to be commissioned in 2028. In its first phase, the Donald Project is expected to produce monazite to be processed into separated REE oxides at Energy Fuels' existing processing circuits at the White Mesa Mill, where upgrades are expected to be completed by the end of 2027. Subject to the Closing Conditions, the separated oxides are expected to be converted into REE metals and alloys at the Korean Metals Plant, and these in turn are to be used to make permanent magnets at the Sumter Facility.

Energy Fuels' planned Phase II expansion of the White Mesa Mill is expected to increase its separation capacity to up to 6,000 tpa of neodymium-praseodymium ("NdPr") oxide and approximately 288 tpa of dysprosium ("Dy") and 80 tpa of terbium ("Tb") oxide by mid-2029.

1

Denotes a Non-GAAP measure. See "Non-GAAP Financial Measures" in this press release for more information regarding the use of non-GAAP financial measures

This expansion is expected to be fed by monazite from the Donald Project and Energy Fuels' Vara Mada and Bahia heavy mineral sands projects, which are currently in their permitting and development stages. Energy Fuels also intends to feed the White Mesa Mill through market purchases of monazite and mixed rare earth carbonate ("MREC") as required. Assuming satisfaction of the Closing Conditions, oxides produced from the Phase II separation capacity at the White Mesa Mill are expected to be converted into REE metals and alloys at the Korean Metals Plant and the American Metals Plant, with both facilities expected to be expanded. The expanded Phase II capacity at the White Mesa Mill is expected to provide REE alloys that could support a potential 12,000 tpa scale-up at the Sumter Facility, as well as VAC's European rare earth permanent magnet facilities, subject to demand for permanent magnets.

Transaction Details

Under the terms of the definitive agreement, Energy Fuels will acquire 100% of VAC from Ara Partners, a U.S.-based private equity firm specializing in industrial decarbonization investments, for total consideration of $718 million in cash and 65.853 million newly issued Energy Fuels common shares, which, at Energy Fuels' closing share price of $16.12 as of June 22, 2026, implies an equity value of $1.9 billion for VAC. If Energy Fuels' share price is below $20.93 per share at closing, Ara Partners will receive shares of a new series of preferred shares of Energy Fuels with an aggregate value of up to $135 million2. As of March 31, 2026, VAC has $140 million of adjusted net debt on its balance sheet that Energy Fuels will assume.

Accounting for the planned completion of the ASM acquisition, Ara Partners will own 19.9% of Energy Fuels3 following closing of the VAC transaction and will have the right to nominate one director to Energy Fuels' Board of Directors, as well as a one-time veto on an independent nominee to the Board. Ara Partners will be subject to customary lockup and standstill restrictions and have been granted customary registration rights.

Energy Fuels has obtained a $250 million term loan financing commitment from Goldman Sachs to support the refinancing of certain of VAC's existing debt, subject to customary conditions, including execution of definitive documents and satisfaction of closing conditions.

The transaction is expected to close in early 2027 subject to customary closing conditions, including the receipt of applicable regulatory approvals, including foreign investment, antitrust and other government approvals.

Board of Directors' Recommendation

The Board of Directors of Energy Fuels has unanimously approved the Transaction. Goldman Sachs & Co. LLC provided a fairness opinion to the Board of Directors of Energy Fuels as to the fairness to Energy Fuels of the consideration to be paid to Ara Partners.