ENERGY FUELS INC 10-K

efr-20251231 Table of Conten t s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ___________________ Commission file number: 001-36204 ENERGY FUELS INC. (Exact Name of Registrant as Specified in Its Charter) Ontario, Canada 98-1067994 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 225 Union Blvd., Suite 600 Lakewood, Colorado 80228 (Address of principal executive offices) (Zip Code) ( 303 ) 974-2140 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares, no par value UUUU NYSE American EFR Toronto Stock Exchange Table of Conten t s Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management ’ s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $ 1.13 billion. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ The number of common shares of the Registrant outstanding as of February 20, 2026 (in thousands) was 241,606 . Table of Conten t s DOCUMENTS TO BE INCORPORATED BY REFERENCE Certain information required in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference from our proxy statement for our 2025 Annual Meeting of Shareholders, which will be filed with the United States Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2025. Table of Conten t s ENERGY FUELS INC. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY 3 CAUTIONARY NOTE TO INVESTORS CONCERNING DISCLOSURE OF MINERAL RESOURCES AND RESERVES 7 GLOSSARY OF TECHNICAL TERMS 11 GLOSSARY OF REGULATORY AGENCIES AND EXCHANGES 12 PART I 14 ITEM 1. DESCRIPTION OF BUSINESS 14 ITEM 1A. RISK FACTORS 45 ITEM 1B. UNRESOLVED STAFF COMMENTS 73 ITEM 1C. CYBERSECURITY 73 ITEM 2. DESCRIPTION OF PROPERTIES 75 Overview 76 Summary of Mineral Reserves and Resources 80 The Nichols Ranch Project 85 The White Mesa Mill 100 The Pinyon Plain Project 108 The Roca Honda Project 118 The Sheep Mountain Project 125 The Bullfrog Project 133 The La Sal Project 139 The Vara Mada Project (formerly the Toliara Project) 150 The Donald Project 160 The Bahia Project 170 Non-Material Mineral Properties 176 The Kwale Project 179 ITEM 3. LEGAL PROCEEDINGS 181 ITEM 4. MINE SAFETY DISCLOSURE 183 PART II 184 ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER 184 MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 184 ITEM 6. [RESERVED] 188 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 189 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 208 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 210 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 258 ITEM 9A. CONTROLS AND PROCEDURES 258 ITEM 9B. OTHER INFORMATION. 258 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 258 PART III 259 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 259 ITEM 11. EXECUTIVE COMPENSATION 259 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 259 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE INTEREST OF MANAGEMENT & OTHERS IN MATERIAL TRANSACTIONS 259 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 259 PART IV 259 1 Table of Conten t s ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 259 ITEM 16. FORM 10-K SUMMARY 264 2 Table of Conten t s CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY This Annual Report on Form 10-K and the exhibits attached hereto (the “ Annual Report ”) contain “forward-looking statements” and “forward-looking information” within the meaning of applicable United States (“ U.S. ”) and Canadian securities laws (collectively, “ forward-looking statements ”), which may include, but are not limited to, statements with respect to Energy Fuels Inc.’s (the “ Company’s ” or “ Energy Fuels’ ”): anticipated results and progress of our operations in future periods; planned exploration; development of our properties; plans related to our business, such as the ramp-up of our uranium projects and the expansion of our rare earth element (“ REE ”) and heavy mineral sands (“ HMS ”) initiatives, including work on our planned continued development of capabilities for the commercial separation of REEs at our White Mesa Mill (the “ White Mesa Mill ” or the “ Mill ”) in Utah, work on our South Bahia REE/HMS project in Brazil (the “ Bahia Project ”), and our plans related to our recently acquired HMS properties, including the Kwale HMS Project in Kenya (the “ Kwale Project ”) and the Vara Mada REE and HMS Project in Toliara, Madagascar (the “ Vara Mada Project ” formerly known as the “ Toliara Project ”), which were acquired through the Company’s acquisition of Base Resources Limited (“ Base Resources ” or “ Base ”) on October 2, 2024, and the potential earn-in of up to a 49% joint venture interest in the Donald REE and HMS Project in Australia (the “ Donald Project ”); plans related to our potential recovery of radioisotopes at the Mill for use in the production of targeted alpha therapy (“ TAT ”) medical treatments; any plans related to the acquisition of additional uranium, uranium/vanadium, REE or HMS mineral properties; any plans relating to the ramp-up of production or ongoing operations at any of our uranium, uranium/vanadium and/or REE and HMS properties; historic estimated resources and reserves; production estimates; maintenance and renewal of permits; expectations as to political or government stability and/or support in any of the jurisdictions in which the Company owns properties or conducts business; expectations that the Company will be successful in agreeing with the Government of Madagascar with respect to fiscal and other terms applicable to the Vara Mada Project through an enforceable investment agreement, amendments to existing laws and/or other mechanisms as appropriate; any expectation that positive final investment decisions (“ FIDs ”) will be made for the Vara Mada Project, Donald Project and/or Bahia Project or that any of those projects will be developed within the Company’s estimated timeframes, or at all; any expectations related to our planned acquisition of Australian Strategic Materials Limited (ASX: ASM) (“ ASM ”), including whether that transaction will be successfully completed; any expectations for the outcome(s) of any pending litigation; any plans relating to our commercial production of REE carbonate (“ RE Carbonate ”), separated neodymium-praseodymium (“ NdPr ”), REE oxides, and potentially other REE and REE-related value-added products (collectively, “ REE products ”), uranium, vanadium, heavy mineral concentrate (“ HMC ”), HMS products including ilmenite, rutile and zircon (collectively, “ HMS products ”), and/or metals and alloys (pending the successful acquisition of ASM or otherwise) (collectively, our “ Goods ”), including any plans to become the largest, fully integrated REE “mine-to-metal and alloy” producer outside of China to close a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies. See Part I, Item 1. Business Overview . These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, schedules, assumptions, future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “is likely,” “budgets,” “scheduled,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” “continues,” “plans,” “estimates,” or “believes,” and similar expressions or variations of such words and phrases or statements stating that certain actions, events or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. We believe that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct, and such forward-looking statements included in, or incorporated by reference into, this Annual Report should not be unduly relied upon. Readers are cautioned that it would be unreasonable to rely on any such forward-looking statements as creating any legal rights, as forward-looking statements are not guarantees and may involve known and unknown risks and uncertainties, including actual results that are likely to differ (and may differ materially), and objectives and strategies that may differ or change, from those expressed or implied in the forward-looking statements as a result of various factors. Such risks and uncertainties include, but are not limited to: global economic risks, such as the occurrence of unforeseen or catastrophic events, including but not limited to the emergence of a widespread health emergency (pandemic, outbreak or otherwise), social or political unrest or wars, the imposition of tariffs or other trading restrictions, or the formation of new (or shifts in existing) political alliances that affect global markets (“ Global Economic Risks ”); cybersecurity risks associated with critical and other highly sensitive minerals of international interest, which are key to U.S. national security; litigation risks; risks associated with the exploration, permitting, development, operation (including any periods of temporary cessation of operations or placement into reduced operations or standby status) and reclamation/decommissioning of any of our uranium, uranium/vanadium and REE and HMS mines, and any 3 Table of Conten t s other risks generally encountered in the exploration, development, operation, closure and reclamation of mineral properties and processing and recovery facilities, particularly in relation to (i) the exploration, permitting and development of our Vara Mada Project, Donald Project and/or Bahia Project, and (ii) the reclamation and closure of our Kwale Project; risks associated with our commercial production of an RE Carbonate or separated REE oxides and the planned expansion of such production; risks associated with the potential recovery of radioisotopes for use in the Company’s TAT initiatives, including but not limited to: (i) a risk of technological or market changes that could impact the industry or our competitive position, and any expectation that: such potential recovery will be feasible or that the radioisotopes will not be able to be sold on a commercial basis; (ii) all required licenses, permits and regulatory approvals will be obtained on a timely basis or at all; and (iii) the cancer treatment therapeutics will receive the required approvals and will be commercially successful (collectively, “ TAT Program Risks ”); risks associated with increased regulatory requirements applicable to our operations in response to pressure from special interest groups or otherwise; risks associated with successfully closing pending and potential business and mineral acquisitions, and integrating successful acquisitions into Company operations, including but not limited to risks associated with the Company’s expected acquisition of ASM, including any expectation that the ASM acquisition will be completed and the Company will become a fully integrated REE “mine-to-metal and alloy” producer, that it will be commercially successful in its manufacture of REE metals and alloys and will become the largest such producer outside of China or that, in doing so, it will successfully close a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies (collectively, “ ASM Risks ”); risks associated with our joint ventures, particularly where the Company does not hold the majority interest (as is the case with the Donald Project); international risks, such as geopolitical and country risks, and risks pertaining to the Company’s social license to operate; risks associated with negotiating and maintaining satisfactory fiscal and stability arrangements and obtaining foreign country government approvals on a timely basis or at all, and expropriation risks; and risks associated with or relating to the Vara Mada Project, including but not limited to: (i) risks associated with the failure of the Government of Madagascar to agree upon suitable fiscal and other terms applicable to the Vara Mada Project through an enforceable investment agreement, amendments to existing laws or other mechanisms as appropriate, on a timely basis or at all; (ii) risks associated with adding monazite to the Vara Mada Project’s mining permit on a timely basis, or at all; (iii) risks associated with the ability of the Company to maintain suitable and encorcable fiscal terms with the Government of Madagascar over time; (iv) country risks, including the risks of social and political unrest and expropriation risks; (v) risks associated with government instability, including but not limited to potential coups, military takeovers, changes in presidential, parliamentary and other governmental leadership, related protests and civil unrest, the ability to secure international recognition of any such prevailing government, permitting delays, and any delays in formalizing suitable fiscal and other terms applicable to the Vara Mada Project that may arise due to such political instability, including any failure or reluctance of a new prevailing government to recognize or honor previously negotiated terms or existing rights; (vi) the risk of impacts of any instability to Project development prospects or timelines; (vii) risks associated with community unrest and opposition to the Project, including but not limited to challenges obtaining and maintaining safe, secure and consistent surface access to support the collection of baseline environmental data, the finalization and approvals of permits and completion of engineering and technical evaluations; (ix) risks associated with any required acquisition of lands, including the risks associated with any relocations of people; (x) risks associated with interpretations of existing laws or regulations or the application of existing laws and regulations to the Vara Mada project; and (xii) risks of challenges by special interest groups and other parties and any related harms that may result, including but not limited to bodily harm and property damage (collectively, “ Vara Mada Project Risks ”). Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation the following risks: • Global Economic Risks that could materially impact our business, operations, personnel and financial condition, including: (i) risks that could create operational, economic and financial disruptions for an indeterminate period of time; (ii) risks to the salability of our Goods; (iii) risks associated with the prices and availability of materials needed in the production of our Goods (our “ Supply Chain Needs ”); (iv) risks associated with the application of tariffs or other trade restrictions, and the severity of tariff or other applicable rates, imposed on our Goods and Supply Chain Needs; (v) risks of inflation; (vi) risks of escalation in global trade conflicts in jurisdictions where we operate; and (vii) risks associated with political uncertainty, any of which could materially impact our business, operations, personnel and financial condition; • risks associated with Mineral Reserve and Mineral Resource estimates, including the risk of errors in assumptions or methodologies and changes to estimate disclosure rules and regulations; • risks associated with estimating mineral extraction and recovery (“ E&R ”), forecasting future price levels that support mineral E&R, and our ability to increase mineral E&R in response to changing market conditions; • uncertainties and liabilities inherent to conventional mineral E&R and/or in situ recovery (“ ISR ”); • risks associated with commercial production of our REE products, including risks of not being able to: produce REE products that meet commercial specifications at commercial/acceptable cost levels or at all; secure adequate feedstock in the future at 4 Table of Conten t s satisfactory costs; or to sell our REE products at acceptable prices; and risks associated with legal and regulatory challenges and delays, and technological or market changes that could impact the REE industry or our competitive position; • risks that: the Company has not successfully developed, or is not able to successfully develop, the technology it believes is required to produce Sm, gadolinium, Dy, Tb, lutetium and/or yttrium, at scale at the Mill, or that it does not have, or is not able to develop, the technical knowhow to design, construct, and commission the expansion of its existing infrastructure, including an expansion of its Phase 1 REE separation circuit, to produce such REEs from monazite or other sources relatively quickly with appropriate market conditions; or that appropriate market conditions will not prevail; • risks associated with changes to national, regional and/or local administrations that could negatively impact our business; • risks associated with mining and processing, including: geological, technical and processing problems, such as unanticipated metallurgical difficulties; less than expected recoveries; ground control problems; process upsets and equipment malfunctions; tailings, dam or other facility instability or failure; and other mining, processing, and/or reclamation upsets; • risks associated with the high grades being mined and the corresponding mining rate at the Company’s Pinyon Plain mine, including the inability to sustain such grades and rates, and the appropriate management of radiation exposures and radon at safe levels; • risks that the Company’s ongoing drilling program at the Pinyon Plain mine’s Juniper Zone will not (i) significantly increase the mineable uranium resources at the mine, (ii) confirm that the Juniper Zone is another high-grade zone of uranium mineralization at the mine, and/or (iii) result in a lower mining/milling cost per pound at the mine; • risks associated with the depletion of existing Mineral Resources through extraction without comparable replacements; • risks associated with labor costs, labor disturbances and unavailability of skilled labor; • risks associated with availability and/or fluctuations in the costs of raw materials and consumables used in our production; • risks and costs associated with environmental compliance and permitting, including those created by changes in environmental legislation and regulation and regulatory attitudes/approaches, and delays in obtaining permits and licenses; • risks associated with increased regulatory requirements applicable to our operations; • risks associated with our dependence on third parties in the provision of transportation and other critical services; • risks associated with defects to title of our mineral properties, or our ability to obtain, extend or renew land tenure, including mineral leases and surface use agreements, and to negotiate access rights on certain properties, on favorable terms or at all; • risks associated with potential information security incidents, including cybersecurity breaches; • risks that we may compromise or lose our proprietary technology or intellectual property in certain circumstances, which could result in a loss in our competitive position and/or the value of our intangible and other assets; • risks associated with our ongoing ability to successfully develop, attract and retain qualified management, Board members and other key personnel critical to the success of our business, given limited significant experience in our key industries; • competition for, among other things, capital, mineral properties, processing facilities, offtake agreements and skilled personnel; • the adequacy and costs of retaining our insurance coverage and uncertainty as to reclamation and decommissioning liabilities, including the adequacy of our political risk insurance to cover any losses or costs due to any expropriation of properties or rights, or delays in achieving or inability to achieve approvals, suitable stability arrangements or fiscal terms, or development of any of our projects due to community unrest, political instability, changes to government regimes or otherwise; • the ability of our bonding companies to require increases in the collateral required to secure reclamation obligations; • the potential for, and outcome of, litigation and other legal proceedings, including potential injunctions pending resolution; • our ability to meet our obligations to our creditors and to access additional credit facilities on favorable terms or at all; • failure to complete proposed mergers and acquisitions (“ M&A ”), to successfully integrate after M&A transactions, and/or incorrectly assess the value or risks associated with M&A, including without limitation the ASM Risks; • the Vara Mada Project Risks and any related risks, including any not currently known to the Company; • risks associated with reclamation of the Kwale Project, including the long-term stability of reclamation activities and reclaimed structures such as tailings dams; • risks associated with the conduct of business in foreign countries, including human rights-related risks associated with potential occurrences of forced labor, child labor and sex trafficking, and foreign corrupt practices-related risks associated with fraud, bribery and political corruption, that the Company may not be able to identify and/or (fully) address; • risks associated with a Brazilian federal or state government’s actions or inactions with respect to permitting of future exploration or production at the Bahia Project or enacting additional conservation units or environmental protection areas or implementing management plans in connection therewith that could impact its planned exploration or production; • risks associated with fluctuations in price levels for HMS products, including the prices for ilmenite, rutile, titanium and zircon, which could impact planned production levels or the feasibility of production; • risks posed by fluctuations in share prices, exchange rates, interest rates, general economic conditions and lack of dividends; • risks inherent in our and industry analysts’ forecasts/predictions of future uranium, vanadium, REE and HMS product price levels, including prices for REE products; • market prices of the Company’s Goods, which can be cyclical and substantially variable; • risks associated with future uranium sales, if any, being required to be made at spot prices, unless we are able to continue to enter into new future long-term contracts at satisfactory prices, and with failure to obtain future suitable uranium sales terms; 5 Table of Conten t s • risks associated with our vanadium and REE product sales generally being required to be made at spot prices; • risks associated with HMC and its component sales, if any, being tied to ilmenite, rutile, leucoxene and zircon spot prices as well as derived-product titanium and zirconium spot prices; • failure to obtain suitable vanadium, REE product or HMS and its components sales prices and other terms; • risks that we may not be able to fulfill all our sales commitments out of inventories or production and may be required to fulfill deliveries through spot purchases at a loss or through other negotiated means that are unfavorable to the Company, and risks associated with any future uranium purchases to meet our sales commitments; • risks associated with any expectation that we will successfully help in the cleanup of historic abandoned uranium mines (“ AUM ”); • risks associated with asset impairment due to market conditions, lack of access to markets and the ability to access capital; • risks associated with our ability to raise debt financing, international and/or domestic, as may be required or desirable, and risks associated with our ability to repay debts owed, including on the Notes (as defined below) on or before their maturity dates and risks related to capped call transactions; • risks associated with public and/or political resistance to nuclear energy or uranium E&R; • uranium industry competition, international trade restrictions and the impacts they have on world commodity prices of foreign state-subsidized production, and wars or other conflicts influencing international demand and commercial relations; • risks associated with foreign government actions or inactions, policies and laws and foreign state-subsidized enterprises with respect to REE production and sales, which could impact REE prices, access to global and domestic markets for the supply of REE-bearing ores, and our sale of RE Carbonate, REE oxides or other REE products and services globally and domestically; • risks associated with governmental or regulatory agency actions or inactions, policies, laws, regulations and interpretations with respect to nuclear energy or uranium E&R, and to REE, HMS and other mineral E&R activities; • risks related to potentially higher than expected costs related to any of our projects or facilities; • risks related to stock price, volume volatility and market events and our ability to maintain listings in various stock indices; • risks related to our ability to maintain our listings on the NYSE American and the Toronto Stock Exchange (“ TSX ”); • risks related to dilution of currently outstanding shares from additional share issuances, and/or depletion of assets; • risks related to our issuance of additional freely tradeable common shares of the Company (“ Common Shares ”) under our At-the-Market program (“ ATM ”) or otherwise to provide adequate liquidity in depressed commodity market situations; • risks related to our method of accounting for equity investments in other companies potentially resulting in material changes to our financial results that are not fully within our control; • risks related to conducting business operations in foreign countries including: Global Economic Risks; international risks, geopolitical and country risks; risks associated with negotiating and maintaining satisfactory fiscal and stability arrangements and obtaining foreign country government approvals on a timely basis or at all; risks of community unrest; risks of delays in project development; heightened risks of expropriation of assets, business interruption, increased taxation, import/export controls, or unilateral modification of concessions and contracts; and risks of changes to government regimes and the uncertainty any such changes in regimes may have on previously negotiated rights, approvals, fiscal or stability arrangements or development prospects or timelines for projects; • risks related to any material weaknesses that may be identified in our internal controls over financial reporting. If we are unable to implement/maintain effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, negatively affecting the market price of our Common Shares; • risks of amendment to mining laws, including the imposition of any royalties on minerals extracted from federal lands, the designation of national monuments, mineral withdrawals or similar actions, which could adversely impact our affected properties or our ability to operate them; • risks of land exchanges between federal and state agencies that may impact our unpatented mining claims and other rights; • the TAT Program Risks and any related risks, including any not currently known to the Company; and • risks that we will not acquire our planned joint venture interest in the Donald Project, or that the Bahia Project, Vara Mada Project and/or Donald Project will not reach positive FIDs. The forward-looking statements contained herein are based on a number of assumptions which may prove to be incorrect, including, but not limited to, the following assumptions: that there is no material deterioration in general business and economic conditions; that there is no unanticipated fluctuation in interest rates and foreign exchange rates; that the supply and demand for, deliveries of, and the level and volatility of prices of the Company’s Goods and our other primary metals, radioisotopes and minerals develop are as expected; that the product prices for the Company’s Goods required in order to reach, sustain or increase expected or forecasted production levels are realized as expected; that our RE Carbonate production, production of separated REE oxides or any other proposed REE activities, our HMS production, our proposed radioisotope program, or other potential production activities will be technically or commercially successful; that there are no material mining, processing and/or reclamation upsets, including geological, technical and processing problems, unanticipated metallurgical difficulties, community unrest, less than expected recoveries, ground control problems, process upsets and/or equipment malfunctions, and/or tailings dam or facility instability or failure; that we will receive valid regulatory and governmental approvals for our development projects and other operations on a timely basis; that we are able to operate our mineral properties and processing 6 Table of Conten t s facilities as expected; that we are able to implement new process technologies and operations as expected; that existing licenses and permits are renewed as required; that we are able to obtain financing for our development projects on reasonable terms and that we are able to repay our debts on or prior to their maturity; that we are able to procure mining equipment and operating supplies in sufficient quantities and on a timely basis; that engineering and construction timetables and capital costs for our development and expansion projects and restarting projects on standby are not incorrectly estimated or affected by unforeseen circumstances; that costs of closure of various operations are accurately estimated; that there are no unanticipated changes in collateral requirements for surety bonds; that there are no unanticipated changes to market competition; that our Mineral Reserve and Mineral Resource estimates are within reasonable bounds of accuracy (including with respect to size, grade and recoverability) and that the geological, operational and price assumptions on which these are based are reasonable; that environmental and other administrative and legal proceedings or disputes are satisfactorily resolved; that there are no significant changes to regulatory programs and requirements or interpretations that would materially increase regulatory compliance costs, bonding costs or licensing/permitting requirements; that there are no significant amendments to mining laws, including the imposition of any royalties on minerals extracted from federal lands; that there are no designations of national monuments, mineral withdrawals, land exchanges or similar actions, which could adversely impact any of our material properties or our ability to operate any of our material properties; that there are no additional conservation units or environmental protection areas or management plans or unanticipated restrictions that could impact planned exploration or production at or restrict the Company’s ability to or prevent the Company from exploring or mining significant portions of the Company’s Bahia Project or its other projects; that the Company is able to receive all required approvals, fiscal terms and permits from foreign governments; that there is no instability in foreign countries that would be expected to materially impact any of the Company’s existing or potential projects; and that we maintain ongoing relations with our employees and with our business and joint venture partners. This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in Item 1. Description of the Business ; 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 Goods. 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. 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, 2025, 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 7 Table of Conten t s disclosure framework effective as of 2021, and Canadian National Instrument 43-101 - Standards of Disclosure for Mineral 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.” 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, 2025, 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. In late 2023, the Company commenced uranium production at three of its material properties, namely the Pinyon Plain Project in Arizona (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. As defined below, the S-K 1300 terms have been capitalized while the NI 43-101 terms have not. 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 but has 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 8 Table of Conten t s Person and must include appropriate assessments of reasonably assumed technical and economic factors, together with 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 Mineral Resources 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 Mineral Resource 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 Mineral Resources 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 Mineral Resources and Indicated Mineral Resources to Proven Mineral Reserves 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 Mineral Resources 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 Mineral Resource 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 9 Table of Conten t s (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: (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. 10 Table of Conten t s • 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 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: • 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. • 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. • eU 3 O 8 : This term refers to equivalent U 3 O 8 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/cm 3 . • Heavy Mineral Sand: A mineral deposit containing heavy minerals, silica sand, clay and other minerals. 11 Table of Conten t s • HMC: Heavy Mineral Sand concentrate, containing approximately 80-90% heavy minerals. • 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, REEs and/or HMS Products) and that is not included in an SEC Reserve as it does not meet all the criteria for adequate demonstration of economic or legal extraction. • Monazite: A phosphate mineral with a chemical composition of (Ce,La,Nd,Th) PO 4 . It is a naturally occurring uranium- and REE-bearing mineral. • MT: A metric ton or tonne; one MT equals 1.102 tons. • NdPr: N eodymium/praseodymium. • 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 Mineral Reserves (as defined in S-K 1300) as “ore.” • Ore body: A mostly solid, 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 U.S. Bureau of Land Management or U.S. 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. • RE Carbonate: Commercially produced REE carbonate. • 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 “ U 3 O 8 ” 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% U 3 O 8 by weight. Uranium concentrate is also referred to as “yellowcake.” • V 2 O 5 : 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. • Yellowcake: Another name for Uranium Concentrate (U 3 O 8 ). 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. 12 Table of Conten t s • DOI: The U.S. Department of Interior, a federal executive department of the U.S. government. • 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. • INEMA: Instituto do Meio Ambiente e Recursos Hidricos, the state environmental agency in Bahia State, Brazil. • 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. • OBCA: The Business Corporations Act (Ontario) • 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. 13 Table of Conten t s 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 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 Company’s U.S.-based assets, which include uranium, vanadium and REE extraction, recovery, permitting, evaluation and exploration assets, are held directly and indirectly by the Company’s wholly owned subsidiaries Energy Fuels Holdings Corp. (“ EF Holdings ”) and Strathmore Minerals Corp. (“ Strathmore ”). 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. 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 the Company’s U.S. properties. In recent years, the Company has acquired international properties, which are expected to provide monazite feed for the White Mesa Mill in Utah. On February 10, 2023, the Company, through its wholly owned subsidiary Energy Fuels Brazil Ltda., acquired the Bahia Project in the State of Bahia, Brazil. On June 3, 2024, the Company executed binding agreements (collectively, the “ JV Agreements ”) with Astron Corporation Limited (“ Astron ”) for the creation of the Donald Project JV to jointly develop and operate the Donald Project. As of December 31, 2025, the Company owns 9.48% of the Donald Project JV. On October 2, 2024, the Company acquired Base Resources, which owned the Kwale Project, which is now in reclamation, and the Vara Mada Project in Madagascar, which is currently in permitting and development, thereby further increasing its portfolio of HMS/monazite/REE projects to support a U.S.-controlled REE supply chain. 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 that have no material assets or liabilities and that 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. 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. 14 Table of Conten t s Business Overview Energy Fuels produces several of the critical minerals essential to the United States (“ U.S. ”), energy security and other advanced technologies, including uranium, vanadium, REEs (including NdPr, Dy and Tb) and HMS (including titanium and zirconium minerals), in an effort to strengthen domestic supply chains and reduce reliance on foreign-controlled sources. The Company owns conventional uranium, uranium/vanadium and REE/HMS properties and projects in various stages of operation, development, exploration and permitting, as well as fully permitted uranium and uranium/vanadium projects on standby. The Mill is the only licensed and operating uranium mill, and the only uranium mill capable of producing separated REEs, in the U.S. today. The Mill is our key to building a critical minerals hub in the U.S. due to its notable ability to process uranium, vanadium, REE products, and, potentially, radioisotopes for medical applications. Uranium is the strategic fuel powering carbon-free, emission-free baseload nuclear energy, which is one of the most reliable forms of power supporting U.S. energy independence and decarbonization goals today. We produce vanadium as a co-product from certain of our uranium mines, as market conditions warrant. Vanadium is a metallic element that, when converted into ferrovanadium (“ FeV ”) (an alloy of vanadium and iron), is used primarily as an additive to strengthen and harden steel and make it anti-corrosive. In addition, vanadium is used in the aerospace and chemical industries and continues to see interest in energy storage technologies, including vanadium redox flow batteries. The REE products we produce are essential to manufacture permanent magnets for traction motors in electric vehicles (“ EVs ”), hybrid EVs, defense systems, robotics and other advanced technologies. The titanium and zirconium products derived from our HMS products are used in national security and other key industries. Titanium is used in aircraft engines and airframes, spacecraft components, medical devices and pigments, while zirconium is crucial for fuel rod cladding, reactor components, jet engine parts and advanced ceramics in a wide range of applications within the medical, aerospace and chemicals industries. The radioisotopes we are evaluating recovering from our REE and uranium processing streams have the potential to provide materials needed for emerging TAT cancer treatments. In addition, Energy Fuels recovers uranium from third-party sourced other uranium-bearing materials not derived from natural or native ores at its Mill, known as “ Alternate Feed Materials ,” thereby recycling valuable resources that would otherwise be lost to direct disposal and returning them to the fuel cycle (without the need for new mining) to support U.S. nuclear energy and national security objectives. In processing Alternate Feed Materials, the Mill also helps reduce the quantity of industry materials permanently disposed of and, by extension, the overall tailings footprint of mining and milling operations. The Company has secured its own sources of uranium- and REE-bearing monazite sands in furtherance of a fully integrated U.S. controlled REE supply chain, which include: • the Vara Mada Project acquired through the Company’s 100% acquisition of Base Resources on October 2, 2024, see Part I, Item 2. Description of Properties - The Vara Mada Project (formerly the Toliara Project) ; • the Donald Project through the Company’s Donald Project JV, which was created on June 3, 2024 when the Company executed JV Agreements with Astron to jointly develop and operate the Donald Project JV, see Part I, Item 2. Description of Properties - The Donald Project ; and • the Bahia Project acquired in February 2023, see Part I, Item 2. Description of Properties - The Bahia Project below. On January 20, 2026, the Company entered into a Scheme Implementation Deed to acquire 100% of the issued share capital of ASM, a leading producer of REE metals and alloys and the owner of a REE project in Australia. ASM’s Korean Metals Plant (“ KMP ”) is one of the few facilities outside of China currently producing REE metals and alloys, including NdPr, Dy and Tb metals and neodymium-iron-boron (“ NdFeB ”) and dysprosium-iron (“ DyFe ”) alloys. Upon closing of this transaction, which is expected as early as June 2026, the Company believes it will be the largest, fully integrated REE “mine-to-metal and alloy” producer outside of China closing a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies. Segment Information We have three reportable segments based on our operations and the financial information regularly reviewed by our Chief Operating Decision Maker (“ CODM ”): (i) uranium, (ii) REE, and (iii) HMS. The uranium segment engages in conventional and ISR uranium extraction, recovery and sales of uranium from mineral properties and the recycling of uranium-bearing materials generated by third parties (Alternate Feed Materials) along with the exploration, permitting and evaluation of uranium properties in the U.S. As part of these activities, the Company acquires, explores, evaluates and, if warranted, permits and develops uranium properties. The Company’s final uranium product is natural uranium concentrate, or U 3 O 8 , which is sold to customers for further processing into fuel for nuclear reactors. The Company also produces vanadium pentoxide, V 2 O 5 , as a co-product of uranium at the Mill within the uranium segment. In addition, 15 Table of Conten t s within the uranium segment, the Company is exploring opportunities to separate radium-226 (“ Ra-226 ”) and radium-228 (“ Ra-228 ”) as a byproduct of its existing uranium and REE process streams for potential use in the production of medical isotopes for emerging TAT cancer treatments. The REE segment is engaged in the Company’s initiatives to progress towards full REE separation capabilities at the Mill to produce both “light” and “heavy” separated REE oxides. In 2024, Energy Fuels completed the modifications and enhancements of its infrastructure at the Mill to install the capacity to produce up to 850 to 1,000 metric tons (“ tonnes ”) of separated NdPr per year from monazite (the “ Phase 1 Circuit ”). The Company has the current capacity to produce separated REE products in its Phase 1 Circuit. The Company is planning further enhancements to expand its heavy REE production at its Phase 1 Circuit for the planned recovery of dysprosium (“ Dy ”), terbium (“ Tb ”), samarium (“ Sm ”), europium (“ Eu ”) and gadolinium (“ Gd ”), with the ability to separate other heavy REEs such as yttrium (“ Y ”) and lutetium (“ Lu ”) if market conditions warrant, subject to the receipt of regulatory approvals, financing, completion of engineering and the receipt of sufficient feed materials. The Company also plans to expand its NdPr, Dy and Tb production recovery and potentially other REE material production recovery in the future, subject to the receipt of regulatory approvals, completion of engineering, financing and the receipt of sufficient feed materials, through the development of its proposed stand-alone phase 2 REE production circuit (the “ Phase 2 Circuit ”) with a total planned production recovery (from the Phase 1 Circuit and Phase 2 Circuit) of up to approximately 6,000 tonnes of NdPr, 200 tonnes of Dy and 60 tonnes of Tb per year, along with other REEs, described in more detail below, from monazite concentrates, mixed rare earth carbonates (“ MREC ”) or similar feed materials. The monazite feedstock for the Company’s REE production is expected to be procured through Company-owned mines like the Vara Mada Project and Bahia Project, as well as its joint venture interest in the Donald Project, along with other potential acquisitions, joint ventures, open market offtake, and/or other collaborations, in each case upon successful completion of development of the projects and transactions. MREC and other similar feedstock would be obtained from third-party sources, as available. The following table summarizes the expected capacity of the planned Phase 1 Circuit and Phase 2 Circuit expansions: Phase NdPr (tpa) Tb (tpa) Dy (tpa) Phase 1: NdPr (Existing) 1,049 — — Phase 1: Heavies (Planned) — 12 35 Phase 2: (Planned) 5,513 48 165 Total (Phase 1 + Phase 2) (1) 6,562 60 200 (1) Actual recoveries may differ. The HMS segment engages in the exploration and development, and planned recovery, of HMS at the Vara Mada Project, Bahia Project and through the Company’s investment in the Donald Project JV. The HMS segment also includes the Kwale Project, which ceased mine operations on December 31, 2024 and is now in reclamation. The Company previously recovered HMS, with its stand-alone ilmenite, rutile and zircon products, which are used for the production of titanium (“ TiO 2 ”) and zirconium (“ ZrO 2 ”) by third parties, from the Kwale Project and plans to recover HMS with its ilmenite, rutile and zircon and monazite minerals from its Vara Mada Project, Bahia Project and interest in the Donald Project once all permitting and approvals are received and development is completed at those projects. Uranium Segment Our primary product, U 3 O 8 , is sold into the nuclear market for further processing and enrichment into nuclear fuel for the generation of carbon emission-free nuclear energy. According to the most recent data from the Nuclear Energy Institute, nuclear energy provides approximately 18% of the total electricity and nearly half of the of the clean, carbon-free electricity generated in the U.S. The Company generates uranium revenues from extracting and processing materials for the recovery of uranium (and vanadium) for our own account, as well as from purchasing and toll processing materials for others. We are engaged in conventional and ISR uranium E&R, along with the exploration, permitting, development and evaluation of uranium properties in the U.S. We also extract and recover vanadium from certain of our uranium projects and the projects of others, as market conditions warrant. The Mill is the only conventional uranium mill, and the only uranium, vanadium and REE recovery facility, operating in the U.S. It has a licensed capacity to produce over 8 million pounds of U 3 O 8 per year. As a part of the expanded processing capabilities at the Mill, we continue to evaluate the potential to recover radioisotopes from the Mill’s process streams needed for emerging TAT cancer treatments. We have six long-term uranium contracts with major U.S. utilities, which include two new long-term contracts completed in Q4 2025. The Company expects to sell 740,000 to 880,000 pounds of U 3 O 8 under these contracts during 2026, ramping up to 770,000 to 1,130,000 pounds of U 3 O 8 sales in 2027. To deliver under these contracts, the Company continues mining at three of its conventional uranium mines: Pinyon Plain, La Sal and Pandora, located in Arizona and Utah. During the year ended 16 Table of Conten t s December 31, 2025, the Company mined mineralized material containing approximately 1,720,000 pounds of U 3 O 8 from these three mines. See Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Guidance . Conventional Operations The Company conducts its conventional uranium, vanadium, and potential medical radioisotope processing and recovery activities (along with REE activities as discussed below) through the Mill located near Blanding, Utah USA, which is centrally located to conveniently and cost-effectively accept mineralized material from the Company’s uranium and uranium/vanadium projects in Colorado, Utah, Arizona and New Mexico, as well as through ore purchase or toll milling arrangements with third parties in the region, as market conditions warrant. The Mill is licensed to process 2,000 tons of uranium ore per day and process over 8 million pounds of U 3 O 8 per year. It is primarily a uranium recovery facility, but can also recover REEs and vanadium from various uranium ores. The Mill also recycles other uranium-bearing materials not derived from natural or native ores, known as Alternate Feed Materials, for the recovery of uranium (alone or in combination with other metals). In addition, the Mill is also evaluating the potential to recover certain radioisotopes (Ra-226 and Ra-228) from its existing process streams that can be used for TAT medical treatments. The Mill has historically operated on a campaign basis whereby mineral processing occurs according to the availability of feedstock for the Mill, contract fulfillment obligations and/or as market conditions warrant. Over the years, Company-owned and third-party owned conventional uranium properties in Utah, Colorado, Arizona and New Mexico have been both active and on standby in response to changing market conditions. Over the last several years, Energy Fuels has been the largest uranium producer in the U.S. During the year ended December 31, 2025, the Mill produced approximately 1,015,000 pounds of U 3 O 8 . The Company’s principal conventional uranium properties include the following: • the Mill, which is an operating 2,000 ton-per-day uranium, vanadium and REE processing facility located in Utah and held through the Company’s subsidiary EFR White Mesa LLC. See Part I, Item 2. The White Mesa Mill ; • the Pinyon Plain Project, which is a fully permitted and operating uranium mine. See Part I, Item 2. The Pinyon Plain Project ; • the La Sal Complex of uranium and uranium/vanadium projects (the “ La Sal Project ”), see Part I, Item 2. The La Sal Project and the Whirlwind uranium/vanadium project (the “ Whirlwind Project ”), both of which are located near the Colorado/Utah border in the four-corners area of the U.S. (the “ Colorado Plateau ”) and, in addition to nearby exploration properties, are held by the Company’s subsidiary EFR Colorado Plateau LLC. See Part I, Item 2. Non-Material Mineral Properties – Other Conventional Projects – Colorado Plateau ; • the Roca Honda Uranium Project (the “ Roca Honda Project ”), which is located near the town of Grants, New Mexico, held by the Company’s subsidiaries Strathmore Resources (US), Ltd. and Roca Honda Resources LLC. See Part I, Item 2. The Roca Honda Project ; • the Sheep Mountain Project, which is a uranium project located near Jeffrey City, Wyoming, including pit and underground components, held by the Company’s subsidiary Energy Fuels Wyoming Inc. See Part I, Item 2. The Sheep Mountain Project ; • the Bullfrog Project (the “ Bullfrog Project ”), which is located in south central Utah near the town of Ticaboo, held by the Company’s subsidiary EFR Henry Mountains LLC. See Part I, Item 2. The Bullfrog Project ; • the Wate Project (the “ Wate Project ”), which is a uranium deposit in the permitting stage; the Arizona 1 Project, which is a fully permitted uranium project on standby; and the EZ properties, which are uranium deposits in the exploration and evaluation stage (together, the “ Arizona Strip Projects ”). The Arizona Strip Projects are all held by the Company’s subsidiary EFR Arizona Strip LLC, with the exception of the Wate Project, which is held by the Company’s subsidiary Wate Mining Company LLC. See Part I, Item 2. Non-Material Mineral Properties – Other Conventional Uranium Projects – Arizona Strip ; and • a number of non-core uranium properties, which are held in various of the Company’s subsidiaries. See Part I, Item 2. Non-Material Mineral Properties . The Company expects to produce uranium of 2.0 to 2.5 million pounds of contained U 3 O 8 from its three (3) conventional uranium mines in 2026: Pinyon Plain, La Sal and Pandora, located in Arizona and Utah. Additionally, the Company is preparing one additional conventional mine in Colorado (Whirlwind) for expected production within one year from a “go” decision and is advancing several other large-scale U.S. mine projects in order to increase uranium production in the coming years in response to potentially strong uranium market conditions. With strong market conditions, the 17 Table of Conten t s Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels’ uranium production by up to approximately 600,000 pounds per year as early as 2027. In 2026, the Company plans to continue to advance permitting and development on the Roca Honda and Bullfrog projects, which together with the Company’s Sheep Mountain Project, could expand the Company’s uranium production by over five million pounds of U 3 O 8 per year in the coming years, as market conditions warrant. The Company may also purchase ore from third-party conventional miners, which could further increase the Company’s uranium production profile, as market conditions warrant. As the Company continues increasing its uranium production, it can rely on its uranium inventories and potential purchases of U.S. origin uranium on the spot market to supplement its uranium production if necessary to fulfill contract requirements. The Company also owns the Sheep Mountain Project (the “ Sheep Mountain Project ”), which is a conventional uranium extraction project located in Wyoming. Due to its distance from the Mill, the Sheep Mountain Project is not expected to be a source of feed material for the Mill. The Sheep Mountain Project consists of permitted open pit and underground extraction components (the “ Sheep Mountain Extraction Operation ”) and a planned processing facility to process extracted mineralized material (the “ Sheep Mountain Processing Operation ”), which has not yet been permitted. The Company expects to selectively sell its vanadium pentoxide (“ V 2 O 5 ”) inventory (approximately 905,000 pounds as of December 31, 2025) on the spot market, as market conditions warrant, but will otherwise continue to maintain it in inventory. While the Company is able to produce vanadium, no vanadium production is currently planned for 2026, though the Company continually monitors its inventory and vanadium markets to guide future potential vanadium production and recovery. ISR Operations The Company conducts its ISR activities through its Nichols Ranch Project in northeast Wyoming. The Nichols Ranch Project includes: (i) a licensed and operating ISR processing facility (the “ Nichols Ranch Plant ”); (ii) licensed and operating ISR wellfields (the “ Nichols Ranch Wellfields ”); (iii) additional licensed ISR wellfields planned for future production (the “ Jane Dough Property ”); and (iv) a licensed satellite ISR uranium project (the “ Hank Project ”), which, if and when put into production, would include an ISR satellite processing plant (the “ Hank Satellite Plant ”) that, when constructed, would produce loaded-resin and associated planned wellfields (together, the “ Hank Property ”). The Company also owns the West North Butte property (the “ West North Butte Property ”) and the North Rolling Pin property (the “ North Rolling Pin Property ”), as well as an 81% interest in the Arkose Mining Venture (the “ Arkose Mining Venture ”), which is a joint venture of Wyoming ISR properties, with the other 19% held by United Nuclear, LLC. See Part I, Item 2. The Nichols Ranch ISR Project . The Nichols Ranch Project is an ISR facility with production currently on standby. Nichols Ranch recovers uranium through a series of injection and recovery wells. ISR recovers uranium by fortifying groundwater with oxygen and sodium bicarbonate, which dissolves uranium within a deposit. The uranium-bearing groundwater is then collected in a series of recovery wells and pumped to the Nichols Ranch Plant where the uranium is extracted from the water. The Nichols Ranch Plant creates a yellowcake slurry that is transported by truck to the Mill, where it is dried and packaged into drums that are shipped to uranium conversion facilities. The Nichols Ranch Project is expected to ramp back up to commercial production levels with limited required capital within approximately twelve months of a decision to recommence production. While production at the Nichols Ranch Project is currently being maintained on standby, the Company is undertaking exploration and development activities to expand the resources at the Nichols Ranch Project and to further develop a wellfield to be ready for potential recommencement of production. See Part II, Item 7. ISR Uranium Extraction and Recovery Activities . Mineral Exploration Energy Fuels holds a number of exploration properties in the Colorado Plateau, Arizona Strip and Powder River Basin Districts. See Part I, Item 2. Non-Material Mineral Properties . In 2025, the Company conducted delineation drilling at the Nichols Ranch Project to plan out future wellfields so as to be ready for potential recommencement of production in the future. See Part I, Item 2. The Nichols Ranch Project - The Company’s Planned Work . The Company plans to continue delineation drilling of the high-grade Juniper Zone at the Company’s Pinyon Plain Project in 2026 . See Part I, Item 2. The Pinyon Plain Project - The Company’s Planned Work . Recovering Medical Isotopes for Advanced TAT Cancer Treatments TAT is a method of targeted radionuclide therapy for various cancers now in development. It employs radioactive elements, which undergo alpha decay to treat diseased tissue at close proximity. It has the potential to provide highly targeted treatment, 18 Table of Conten t s including microscopic tumor cells. As in diagnostic nuclear medicine, appropriate alpha-emitting radionuclides can be chemically bound to a targeting biomolecule, such as a peptide, which carries the combined radiopharmaceutical to a specific treatment point (the cancerous cells). During the last decade, radiolabeled peptides that bind to different receptors on the tumors have been investigated as potential therapeutic agents both in preclinical and clinical settings. Peptides, such as octreotide, alpha-melanocyte-stimulating hormone analogues, arginine-glycine-aspartic acid-containing peptides, bombesin derivatives and others may all be feasible for use with alpha-emitters. The primary advantage of alpha particle emitters over other types of radioactive sources is their very high linear energy transfer and relative biological effectiveness. By comparison, beta particle emitters such as yttrium-90 can travel considerable distances beyond the immediate tissue before depositing their energy, thereby causing damage to surrounding healthy tissues, while alpha particles deposit their energy in 70–100 μm long tracks, thereby causing significantly less harm to surrounding healthy tissues. Further, alpha particles are more likely than other types of radiation to cause double-strand breaks to DNA molecules, which is one of several effective causes of cell death. In other words, t he high level of radiobiological effectiveness of alpha particles, in comparison with beta emissions, requires fewer particle tracks to induce cell death. Though many alpha emitters exist, useful isotopes need to have sufficient energy to cause damage to cancer cells, while at the same time have a half-life that is long enough to provide a therapeutic dose without remaining long enough to damage surrounding healthy tissue. Clinically effective alpha particle-emitting isotopes for cancer therapy should therefore have a relatively short half-life, which will limit long-term radiation exposure and allow for the production, preparation, and administration of these isotopes for clinical use and application. Radium 223 dichloride is the first-in-class, commercially available TAT approved for the treatment of patients with metastatic castration-resistant prostate cancer with bone metastases. Given the established overall survival benefit conferred by radium 223 for patients with metastatic castration-resistant prostate cancer, several other TATs are being investigated in clinical trials across many tumor types. Beginning in July 2021, Energy Fuels and RadTran worked under a Strategic Alliance Agreement to evaluate the feasibility of recovering Ra-226 and Ra-228 from existing uranium process streams at the Mill. On August 16, 2024, the Company acquired RadTran to further the development and production of medical isotopes used in cancer treatments. This strategic acquisition is expected to enhance Energy Fuels’ planned capabilities to address the global shortage of these essential isotopes used in emerging TAT cancer treatments. See Note 3 – Transactions to the consolidated financial statements for more information. Assuming the Company is able to successfully develop its TAT program, as planned, recovered Ra-226 and Ra-228 would be made available to the pharmaceutical industry and others to enable the production of Ac-225, Pb-212 and potentially other leading medically attractive TAT isotopes. These isotopes are critical components in the development of TAT, which offer promising new treatments for various cancers. The global shortage of Ra-226 and Ra-228 currently presents a significant barrier to the advancement and commercialization of these therapies. Energy Fuels received regulatory approval and licensing in 2023 for the concentration of R&D quantities of Ra-226 at the Mill and is currently completing test work and engineering on its R&D pilot facility for Ra-226 production. During 2026, Energy Fuels plans to continue test work and design and to commission and begin operating a pilot facility to produce R&D quantities of Ra-226 for testing by end-users of the product. Upon successful production of R&D quantities of Ra-226, Energy Fuels plans to develop capabilities at the Mill for the commercial-scale production of Ra-226 and potentially Ra-228 by as early as 2028, conditional on completion of engineering design, securing sufficient offtake agreements for final radium production and receipt of all required regulatory approvals. The Company’s current R&D activities are being conducted using existing Mill facilities without the need for capital improvements of material significance. Capital development for future commercial production capabilities, upon successful production at the R&D level, would be expected to be supported by future offtake agreements for radium production. There are a number of risks inherent to the Company’s isotope activities. See Part I, Item 1A. Risk Factors. Rare Earth Elements Segment REEs are a group of 17 chemical elements (the 15 elements in the lanthanum series, plus yttrium and scandium) that are used in a variety of clean energy and advanced technologies, including, EVs, hybrid EVs, robotics, advanced wind turbines, cell phones, computers, flat panel displays, advanced optics, catalysts, medicine and national defense applications. See The Rare Earth Element Market below. Current Capabilities — Existing Phase 1 Circuit In 2020 it was apparent that China controlled REE production worldwide and that there was a need to develop an ex-China REE supply chain, from mines to magnets. The Company realized at that time that most REEs are associated with uranium and 19 Table of Conten t s other radionuclides in nature and that the Mill had the licensing and protections in place to process uranium-bearing REE ores at the Mill for the recovery of uranium and REEs the Mill had the licensed capability to process monazite sands for the recovery of uranium and REEs, and that the Mill could be a key link in an ex-China REE supply chain. The Mill had over 40 years of experience with solvent extraction (“ SX ”) recovery of uranium and vanadium, which is the primary method of separating REEs used in Chins and elsewhere in the world, and the Mill has had over 30 years of experience recovery uranium, along with other metals, from various different types of feed materials through its Alternate Feed Materials program. As a first step in developing such an ex-China REE supply chain, the Company focused primarily on monazite concentrates as the best source of REE-bearing ores for processing at the Mill, for several important reasons: first, monazite sands naturally contain higher concentrations of “heavy” REEs, including dysprosium (“ Dy ”) and terbium (“ Tb ”), versus many other REE-bearing ores, mainly due to the presence of xenotime, which is another REE-bearing phosphate mineral that is often found with monazite. These REEs are used in the powerful neodymium-iron-boron (“ NdFeB ”) magnets that power the most efficient EVs and hybrid EVs, along with uses in other clean energy and defense technologies. Second, the uranium concentration contained in the monazite is generally comparable to typical Colorado Plateau uranium deposits and can be recovered at the Mill. Third, because monazite contains uranium and other radionuclides, which require special licensing in most western jurisdictions in order to process, few facilities outside of China have the capability to process monazite for the recovery of REEs and uranium. Fourth, monazite is a byproduct of heavy mineral sands operations, so generally has minimal incremental cost of mining, and in recent decades had been considered to be a waste product due to the inability of HMS miners to handle the uranium and other radionuclide content in the monazite. This meant that monazite sources should be available for processing at the Mill. Fifth, the Mill is fully licensed, with state-of-the-art protections to be able to safely process monazite for the recovery of uranium and REEs, to the highest world standards of protection of the environment, health and safety, so, while considered a nuisance to HMS miners, the monazite could be handled safely at the Mill for the recovery of valuable REEs, along with the contained uranium. Finally, as a result of these factors, the ability to process monazite at the Mill, which is a rich REE ore, under existing licensing, with minor capital modifications, places the Mill in a competitive advantage compared to most if not all western REE producers. As a result, between 2021 and 2023, the Company reconfigured its existing uranium production circuits to be able to crack and leach monazite for the recovery of uranium, which was sold into the U.S. nuclear fuel cycle, and the recovery of MREC from monazite sands at the Mill. The MREC was then sold to Neo Performance Materials (“ Neo ”) for commercial separation by Neo into NdPr oxide and a mixed heavy rare earth carbonate at its REE separation facility in Silmet Estonia. This marked the first processing of monazite sands for the recovery of a commercial REE product in the U.S. in many years. Following its success in producing commercial grade MREC at the Mill and to further its REE initiatives, in late 2023 and early 2024, the Company constructed enhancements and modifications to its existing SX circuits at the Mill for commercial separation of NdPr at the Mill, while at the same time producing a “heavy” (Sm + ) RE Concentrate. As the Mill has been using SX to produce uranium and vanadium since 1980, the Mill was able to leverage its over 40 years of experience with SX to separate REEs commercially at the Mill. The Company completed these modifications in late Q1 2024, fully commissioned the project in Q2 2024 and completed its initial run of separated NdPr commercial production in Q3 2024 under budget, with minimal capital expenditures, and ahead of schedule (the modifications made to the Mill leach circuits to crack and leach monazite together with the modifications to the Mill’s SX circuits to separate NdPr are referred to as the “ Phase 1 Circuit .” The Phase 1 Circuit has the design capacity to process approximately 8,000 to 10,000 tonnes of monazite per year, producing approximately 4,000 to 6,000 tonnes of total rare earth oxides (“ TREO ”), containing approximately 850 to 1,000 tonnes of recoverable separated NdPr per year. Although the modifications to the Mill’s SX circuit comprised in the Phase 1 Circuit are stand-alone and dedicated to REE production and do not interfere with the Mill’s uranium and vanadium production, the Phase 1 Circuit’s crack and leach circuit shares certain circuits with the Mill’s uranium production and as a result, Phase 1 Circuit REE production and conventional uranium production cannot be run at the same time, as the Phase 1 Circuit is currently configured. It is therefore necessary at this time to switch back and forth between conventional uranium and uranium/vanadium production and Phase 1 Circuit REE production from monazite sands, which can be done with minimal cost. With the commissioning of the Phase 1 Circuit, the Mill produces separated NdPr and a Sm + mixed RE concentrate that contains only the heavy REEs (including Dy and Tb). With the commissioning of the Phase 1 Circuit and the planned development of the Phase 2 Circuit, the Company does not intend to continue production of an MREC that contains both light and heavy REEs. The Phase 1 Circuit as currently configured would allow for the processing of the first phase of the Donald Project monazite production, once that project is developed, for the recovery and separation of NdPr and an Sm + mixed RE concentrate which could be sold on the market or stockpiled for separation of the heavies upon completion of later phases of the Phase 1 Circuit and/or the planned Phase 2 Circuit at the Mill. A portion of the Company’s NdPr produced at its Phase 1 Circuit to date, has been manufactured into commercial-scale rare earth permanent magnets (“ REPMs ”) by South Korea's largest manufacturer of drive unit motor cores and has passed all 20 Table of Conten t s quality assurance and quality control (“ QA/QC ”) benchmarks for use in EV drive unit motors sold to major automotive manufacturers. This included the successful manufacture of Energy Fuels’ NdPr oxide into NdPr metal, NdFeB alloy sintered blocks (45H grade), and high-performance, high-temperature NdFeB REPMs. In addition to its commercial separation of NdPr, the Mill has produced pilot-scale quantities of Dy in 2025 and is in the process of producing its first pilot-scale quantities of Tb, from its Phase 1 Circuit. The Company’s 99.9% purity of Dy oxide produced at the Mill has also passed initial purity and QA/QC processes of a major South Korean permanent magnet manufacturer and Korean OEM. Planned Expansion of Phase 1 Circuit The Company is planning further enhancements to expands its heavy REE production at its Phase 1 Circuit for the planned commercial-level recovery of Dy, Tb, Sm, Eu and Gd, with the ability to separate other heavy REEs such as Y and Lu if market conditions warrant. Subject to receipt of all required regulatory approvals, financing, the successful development of these enhancements and the receipt of sufficient quantities of monazite sand feedstock, the expanded Phase 1 Circuit is expected to be operational in 2027 with planned production recovery of up to approximately 35 tonnes of Dy, 12 tonnes of Tb per year and potentially other heavy REEs, in addition to the 850 – 1,000 tonnes of NdPr, from processing up to approximately 10,000 tonnes of monazite per year. The Company had previously announced its intention to start commercial production of Dy and Tb by the end of 2026, but has changed those plans in order to expand the enhancements to the Mill’s Phase 1 Circuit to allow for the additional production of Sm, Eu and Gd and to provide the ability to separate other heavy REEs in the 2027 time frame. At the same time as these enhancements are being made to the Phase 1 Circuit, the Company plans to make further enhancements to the Phase 1 Circuit to allow for the processing of uranium- and REE-bearing MREC or similar intermediary REE products from third-party sources in the Phase 1 Circuit, subject to receipt of all regulatory approvals, financing and the successful development of these further enhancements. As MREC or similar intermediary REE products would not need to utilize the Phase 1 Circuit’s crack and leach circuits it is expected that such products could be separated into NdPr and heavy REEs separately from uranium production, thereby allowing such feedstocks to be separated into REE oxides through the Phase 1 Circuit’s SX circuits without interfering with normal Mill conventional uranium ore processing, which could be run simultaneously with the separation of such feedstocks. These enhancements are expected to be made and the Phase 1 Circuit operational to accept MREC and similar intermediary REE products in 2027. Planned Phase 2 Circuit The Company also plans to expand its NdPr, Dy and Tb production capability and potentially other REE material production capability through the development of its stand-alone Phase 2 Circuit, subject to the receipt of regulatory approvals, financing, completion of engineering and the receipt of sufficient feed materials. In January 2026, the Company announced the results of a new AACE International Class 3 Bankable Feasibility Study (“ BFS ”) evaluating the planned Phase 2 Circuit expansion of REE processing capabilities at the Mill. The BFS evaluated the construction of a Phase 2 Circuit designed to materially expand the Mill’s ability to process monazite and other REE-bearing feedstocks into separated REE oxides. Upon commissioning, the Phase 2 Circuit is expected to increase the Mill’s REE oxide production capacity from approximately 850 to 1,000 tpa of NdPr oxide from the Phase 1 Circuit, to over 6,000 tpa of NdPr oxide, along with approximately 60 tpa of Tb and 200 tpa of Dy oxides from the combined Phase 1 Circuit and Phase 2 Circuit. This would provide the capability to produce sufficient NdPr up to approximately 7.0 million EVs/hybrid EVs per year. The Phase 2 Circuit would also add a dedicated monazite “crack-and-leach” circuit to the Mill’s existing leach circuits, which would allow the Phase 2 Circuit to be run completely independent of (and simultaneously with) the Mill’s conventional uranium and uranium/vanadium production. The BFS estimates initial capital costs of approximately $410.0 million and indicates attractive projected economics, including significant expected annual earnings before interest, taxes, depreciation and amortization (“ EBITDA ”) over the modeled project life. The Phase 2 Circuit expansion is intended to position the Company as a leading domestic processor of both light and heavy REE oxides, supporting the restoration of a secure U.S.-based REE supply chain. The BFS assumes feedstock supply from the Company’s existing HMS and monazite projects, as well as third-party sources including MREC and similar feedstocks, subject to permitting, development and market conditions. The Company expects to complete Phase 2 in late 2028 or early 2029, subject to licensing, financing, and receipt of sufficient feedstock. Feed Sources 21 Table of Conten t s The Company has focused primarily on monazite, as it has superior concentrations of the four critical “magnet” REEs (NdPr, Dy and Tb) compared to many other REE-bearing minerals. Monazite concentrates naturally contain higher concentrations of “heavy” REEs, including Dy and Tb, versus many other REE-bearing ores, mainly due to the presence of xenotime, which is another REE-bearing phosphate mineral that is often found with monazite. These REEs are used in the powerful NdFeB magnets that power the most efficient EVs and hybrid EVs, robotics, along with uses in other clean energy and defense technologies. The uranium contained in the monazite is generally comparable to typical Colorado Plateau uranium deposits and will also be recovered at the Mill. The monazite feedstock for the Company’s REE production is expected to be procured through Company-owned mines like the Vara Mada Project and Bahia Project, as well as the Company’s joint venture interest in the Donald Project, along with other potential acquisitions, joint ventures, open market offtake (like the Company’s current arrangement with The Chemours Company), and/or other collaborations, in each case upon successful completion of development of the projects and transactions. As mentioned above, the Company plans to expand its capability to accept uranium and REE-bearing MREC and other similar feedstock from third-party sources, as available. This will provide more flexibility to receive other types of feedstocks and to utilize the Phase 1 Circuit for REE production without interfering with conventional uranium and uranium/vanadium production at the Mill. To the extent this MREC and similar feedstock originates from the cracking and leaching of monazite sands at other facilities, the MREC will contain similar favorable distributions of heavy REEs as monazite sands themselves. Planned Expansion into REE Metals and Alloys The Company plans to expand its REE production to include metals and alloys. To this end, on January 20, 2026, the Company entered into a Scheme Implementation Deed to acquire 100% of the issued share capital of ASM, a leading producer of REE metals and alloys and the owner of an REE project in Australia. ASM’s Korean Metals Plant (“ KMP ”) is one of the few facilities outside of China currently producing REE metals and alloys, including NdPr, Dy and Tb metals and NdFeB, dysprosium-iron (“ DyFe ”) alloys and developing production of ferro-dysprosium (“ FeDy ”). Upon closing of this transaction, which is expected as early as June 2026, the Company believes it will be the largest, fully integrated REE “mine-to-metal and alloy” producer outside of China closing a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies. See also The Rare Earth Element Market below for further details on the REE market and Part II, Item 7. Rare Earth Sales and Rare Earth Element Initiatives for further details on the above-referenced REE developments. There are a number of risks inherent to the Company’s REE activities. See Part I, Item 1A. Risk Factors. Heavy Mineral Sands Segment HMS are typically old beach or dunal sands that contain concentrations of important titanium minerals (including rutile and ilmenite), zirconium minerals (zircon) and REE minerals (including monazite and xenotime). These minerals are physically heavy, therefore they are called ‘heavy minerals.’ Titanium and zirconium produced from HMS minerals can be used for a variety of industrial purposes and are found in a range of everyday consumer goods, such as pigment for paint, paper and plastics, as well as toothpaste, sun cream and homewares, such as ceramics. Monazite is a rich source of REEs prized for their use in REPMs, used in EV and hybrid EV traction motors, advanced robotics, defense technologies and direct drive wind turbines. Because of their widespread use in industrial and consumer goods, demand for HMS minerals is strongly linked to global gross domestic product (“ GDP ”) growth and, in the case of monazite, the world’s green energy transition and deployment of advanced technologies. New housing construction, health of emerging economies, and the seasonal northern hemisphere painting season (dry and warm months) are all key drivers of demand for HMS minerals. Since 2021, the Company has been purchasing monazite from The Chemours Company’s HMS operations in Florida and Georgia, USA, which it has used for the commercial production of RE Carbonate and separated NdPr, pilot-scale quantities of Dy and expected pilot-scale quantities of Tb in the near future, at the Mill. As part of its strategy to procure monazite, the Company acquired the Vara Mada Project in Madagascar through its acquisition of Base Resources in 2024 and the acquisition of the Bahia Project in Brazil in 2023, and entered into a joint venture interest in the Donald Project in Australia in 2024, each of which the Company believes holds significant quantities of HMS, including 22 Table of Conten t s monazite. As part of the Company’s acquisition of Base Resources, the Company also acquired the Kwale Project in Kenya, which ceased production at the end of 2024 and is currently in reclamation. The Vara Mada Project The Vara Mada Project is an HMS and REE project located in southwestern Madagascar that is in the permitting and development phase. The Ranobe deposit, which forms the basis of the Vara Mada Project, is located some 18 km inland and 45 km north of the regional port town of Toliara, approximately 640 km southwest of Antananarivo, the capital of Madagascar. The Company is currently working with the Government of Madagascar to set certain fiscal and other terms applicable to the Vara Mada Project through an enforceable investment agreement, amendments to existing laws, or other mechanisms as appropriate, including terms clarifying the process for adding monazite to the exploitation permit. The Company is also progressing towards a final investment decision (“ FID ”), which is largely dependent upon: • completion of certain land acquisitions; • completion of Environmental and Social Impact Assessment updates, including collection of additional baseline data and completion of additional baseline studies; • obtaining certain permit and permit update approvals; • finalization of funding arrangements; • the addition of monazite as a mineral for exploitation in the existing mineral exploitation permit (which currently permits the exploitation of ilmenite, rutile and zircon), Permis D'Exploitation 37242; • the formalization of fiscal and stability terms with the Government of Madagascar; and • completion of offtake agreements and major construction contracts. The Company updated the 2021 Australian Joint Ore Reserves Committee (“ JORC ”)-compliant Toliara Definitive Feasibility Study (“ DFS ”) and 2024 JORC-compliant Toliara Pre-feasibility Study (“ PFS ”) into a combined S-K 1300 and NI 43-101-compliant FS, which was completed and filed as Exhibit 99.1 to our Form 8-K on January 13, 2026. See Part I, Item 2. The Vara Mada Project (formerly the Toliara Project) . The Donald Project The Donald Project is an HMS and REE project in the pre-development phase located in the Wimmera region of Victoria, Australia. It is located approximately 300 km northwest of Melbourne. The Company has the right to earn up to a 49% interest in a joint venture on the project by investing AUD$183.00 million in the project and issuing $17.50 million in shares. As of December 31, 2025, the Company has earned a 9.48% interest in the joint venture. Under the JV agreement, the Company has the right to offtake all monazite and xenotime from the project. The Company is currently funding a pre-FID budget to move the Donald Project to a FID. All material permits required to commence development activities have been received. The Company updated the 2023 Donald Project JORC-compliant DFS into an S-K 1300 and NI 43-101-compliant FS, which was furnished through a Form 8-K filing on February 26, 2026, and which is incorporated into this Form 10-K by reference as Exhibit 96.8. Remaining pre-FID work includes entering into suitable offtake agreements for the JV products and for the downstream REE products to be produced by the Company from the monazite/xenotime it expects to receive from the project, arranging financing for the project and maintaining crews and advancing certain development activities pending a positive FID. The Company plans to spend approximately AUD$22.3 million (approximately $14.9 million at December 31, 2025 exchange rates) for Pre-FID activities in 2026. A FID is expected as early as Q1 2026. See Part I, Item 2. The Donald Project. The Bahia Project The Bahia Project is an HMS and REE project in the exploration/permitting phase comprised of 19 HMS concessions covering 41,951 acres or 65.5 square miles located in Brazil. The Company recommenced its drilling program in December 2025 following issuance of an exploration license from the state environmental agency in Bahia State (INEMA, see Glossary of Regulatory Agencies and Exchanges ). During 2026, the Company expects to drill the southern half of the Bahia Project using both its own sonic drill rig, and a contract hollow stem auger rig. S ee Part I, Item 2. The Bahia Project - The Company’s Planned Work . The Kwale Project The Company also acquired the Kwale Project as part of its acquisition of Base Resources. Mining at the Kwale Project commenced in 2013 and concluded at the end of December 2024 following depletion of the remaining ore reserves. Processing activities concluded in early January 2025, and the sale of all remaining product stockpiles was completed in April 2025. 23 Table of Conten t s Reclamation has been ongoing throughout the life of the Kwale Project. As of December 31, 2025, all disturbed areas had been reclaimed, with the exception of the processing facility platform. Monitoring of these areas will continue until the National Environment Management Authority (“ NEMA ”) signs-off the areas as rehabilitated and they are relinquished to the Government of Kenya. The processing plant is being dismantled and reclamation of the site is expected to be completed in 2026. Reclamation of the tailings storage facility onsite is also complete, with the planting of over 250,000 water hungry eucalyptus trees. Ongoing post-closure monitoring is expected to be maintained until 2038 when the desired average moisture content is expected to be attained. See Part I, Item 2. Non-Material Mineral Properties – Kwale Project . Mineral Exploration As described above, the Company restarted its drilling program at the Bahia Project in Q4 2025 wi th the goal of compiling sufficient data and information to declare an S-K 1300-compliant Initial Assessment and NI 43-101-compliant technical report in 2026. See Part I, Item 2. The Bahia Project - The Company’s Planned Work . The monazite concentrates produced from the Vara Mada, Donald and Bahia Projects are expected to be shipped to the Company’s White Mesa Mill in Utah for processing into separated REE products. All margins associated with monazite/xenotime production and sales, including margins from the production and sale of REE products produced from such monazite/xenotime production, are expected to be accounted for as part of the Company’s REE segment, not its HMS segment. San Juan County Clean Energy Foundation On September 16, 2021, the Company announced its establishment of the San Juan County Clean Energy Foundation (the “ Foundation ”), a fund specifically designed to contribute to the communities surrounding the Mill in southeastern Utah. Energy Fuels deposited an initial $1 million into the Foundation at the time of formation and now provides ongoing funding equal to 1% of the Mill’s revenues, thereby providing an ongoing source of funding to support local priorities. The Foundation focuses on supporting education, the environment, health/wellness, and local economic development in the City of Blanding, San Juan County, the White Mesa Ute Community, the Navajo Nation and other area communities. An Advisory Board, comprised of local citizens from San Juan County, evaluates grant applications on a quarterly basis and makes recommendations to the Foundation’s Managers for final review and approval. Through December 31, 2025, the Foundation has awarded 45 grants totaling $0.79 million, of which $0.29 million was committed to Native American initiatives. The Foundation’s website address is: https://sanjuancountycleanenergy.org/ . The Foundation’s website and the contents thereof should not be considered incorporated by reference into this Annual Report. Material Transactions and Corporate Developments Agreement with Navajo Nation On January 29, 2025, the Company and the Navajo Nation, the largest indigenous tribe in the U.S., jointly announced the signing of a landmark agreement governing the transport of uranium ore along federal and state highways crossing the Navajo Nation. Following this announcement, ore transport from Energy Fuels' Pinyon Plain Mine to the Company's White Mesa Mill, which had been voluntarily suspended by the Company since mid-2024, resumed in February 2025. Under the agreement, Energy Fuels agreed to add additional protections and accommodations over and above the existing, strict U.S. Department of Transportation (“ USDOT ”) requirements to reassure the Navajo Nation that uranium ore transportation through the Navajo Nation will be done safely and respectfully. Additionally, the Company committed to accepting and transporting, at no cost to the Nation, up to 10,000 tons of uranium-bearing cleanup materials from abandoned uranium mines within the Navajo Nation. The Company also committed to make further contributions to support the Nation's transportation safety programs, education, the environment, public health and welfare, and local economic development on the Navajo Nation relating to uranium matters. The Company is proud to be a part of this historic agreement with the Navajo Nation, which also covers ore transport from the Roca Honda mine upon development of that mine. Uranium Production The Company produces uranium from its Pinyon Plain Project and its La Sal and Pandora mines (the latter two of which comprise portions of the La Sal Project). During the year ended December 31, 2025, the Company mined approximately 1,720,000 pounds of U 3 O 8 from these mines, which was processed into finished U 3 O 8 at the Mill or contained in uranium 24 Table of Conten t s mineralized material inventory stockpiles at the mines and Mill. In addition, during the year ended December 31, 2025, the Company processed approximately 1,015,000 pounds of finished U 3 O 8 from mined mineralized material, stockpiled mineralized material and Alternate Feed Materials at the Mill. Vara Mada Project The Vara Mada Project offers ilmenite, rutile and zircon production capability, and also contains large quantities of monazite, which, upon development, would be shipped to the Mill for the recovery of REEs and uranium. Although the Vara Mada Project holds a mining permit that allows production of ilmenite, rutile and zircon, development at the Project was suspended by the Government of Madagascar in November 2019 pending negotiation of fiscal terms applying to the Project. The Government lifted the suspension in November 2024 shortly after the Company acquired the Project. The lifting of the suspension by the Malagasy Government was a very significant step in the development of the Project as it reauthorized the Company to re-commence development and other technical activities on the ground after a five-year hiatus. On December 5, 2024, the Company and the Government entered into a Memorandum of Understanding (“ Madagascar MOU ”) outlining key fiscal terms applicable to the Project, including development, community, and social project funding, subject to final agreement on long-term fiscal and stability arrangements, along with the addition of monazite to the existing mining permit. In the MOU, the Company and the Government agreed to implement a “ Stability Mechanism ” consisting of one or a combination of the following: (a) submission of an investment agreement to the Madagascar Parliament for approval as law and certification of the Vara Mada Project (“ Project Certification ”) under existing law establishing a special regime for large-scale investments in the Malagasy mining sector (the “ LGIM ”); (b) promulgation of amendments and revisions to the existing LGIM (the “ LGIM Amendment ”) in a form that provides the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements for large-scale projects, together with Project Certification under the amended LGIM and, if reasonably required, an investment agreement for submission to Parliament for approval as law; and/or (c) another agreed-upon mechanism that achieves the necessary certainty of financial and legal terms and reasonable financial, operational and legal requirements applicable to large-scale mining projects. Consistent with the MOU, the Company and the Government have been negotiating the terms of an investment agreement to be submitted to the Madagascar Parliament for approval and promulgation as a law. The investment agreement is intended to provide the key pillars for a bankable large-scale project, including mechanisms for ensuring long-term legal and fiscal stability, select tax and customs benefits, adjustments to foreign exchange rules, protections from expropriation and access to international arbitration for dispute resolution. While recent discussions have focused on an investment agreement as the Stability Mechanism, it is possible that other means of achieving stability will be considered and/or pursued as discussions progress. The Company has also been focusing on re-establishing critical programs supporting the Project, including re- establishing meaningful community engagement and social programs aimed at securing a firm social license to operate to support safe, secure and reliable surface access to collect baseline, technical and other data necessary to update permit conditions, as well as performing additional mine planning and engineering work, expanding the critical mineral resource base, and progressing other activities necessary to progress the Project and achieve a positive FID . On October 17, 2025, a new President of Madagascar was sworn in by the Country's High Constitutional Court following a period of social unrest and political instability that resulted in the removal of the Country's prior President. On October 20, 2025, a new Prime Minister was appointed, and, on October 28, 2025, a new cabinet was announced. Energy Fuels is working with the new administration to reaffirm the previously negotiated concepts with the prior administration, which had substantially finalized the core Investment Agreement terms. The Company continues constructive engagement with the new administration, with the highest levels of government in the new administration having expressed support for Vara Mada and the Investment Agreement mechanism for achieving stability. The Company updated the 2021 JORC-compliant Toliara DFS and 2024 JORC-compliant Toliara PFS into a combined S-K 1300 and NI 43-101-compliant FS, which was completed and filed as Exhibit 99.1 to our Form 8-K on January 13, 2026. See Part I, Item 2. The Vara Mada Project (formerly the Toliara Project) . At this time, it is too early to determine whether and to what extent these recent social and political developments in Madagascar may impact the Vara Mada Project, whether positively or negatively, including with respect to the Project's development prospects or timelines, the ability to achieve suitable fiscal or other terms applicable to the Project or the ability to achieve a positive FID. If a Stability Mechanism and necessary approvals to support the Vara Mada Project are not obtained, or are obtained on terms less favorable than expected, this could delay any FID in relation to the Project or prevent or otherwise 25 Table of Conten t s have a significant effect on the development of the Project or the Company’s ability to recover monazite from the Project. See Part I, Item 2. The Vara Mada Project (formerly the Toliara Project). Joint Venture with Astron on the Donald Project The Company entered into a joint venture agreement with Astron to jointly develop and operate the Donald Project in Australia, which is a well-known HMS and REE deposit that the Company expects will provide a near-term, low-cost, and large-scale source of monazite sand that, upon development, would be transported to the Mill for the recovery of separated REE products. Under the JV Agreement, the Company has the right to earn up to a 49% interest in the Donald Project JV. As of December 31, 2025, the Company had earned a 9.48% interest in the joint venture. See Note 3 – Transactions for more information. In June 2025, the Government of Victoria, Australia approved a Mine Work Plan for the construction and operation of the Donald Project within its mining license (the “ Work Plan ”). This was the final major regulatory approval required to construct and operate the Donald Project. It enables the finalization of critical activities, including arrangements for debt and equity financing, before a FID can be made. The Donald Project has all licenses and permits in place for ilmenite, rutile, zircon production and monazite. See Part I, Item 2. The Donald Project . The Company updated the 2023 Donald Project JORC-compliant DFS into an S-K 1300 and NI 43-101-compliant FS, which was furnished through a Form 8-K filing on February 26, 2026, and which is incorporated into this Form 10-K by reference as Exhibit 96.8. See Part I, Item 2. The Donald Project . Phase 2 Circuit Bankable Feasibility Study On January 15, 2026, the Company released the results of a new BFS for its planned Phase 2 Circuit expansion of REE processing at the Mill. The BFS confirmed the expansion ’ s strong economics, competitive cost structure and ability to supply a significant share of U.S. REE demand. The Mill ’s currently installed Phase 1 Circuit has the capacity to process approximately 850 to 1,000 tonnes per annum (“ tpa ”) of separated NdPr. The proposed Phase 2 Circuit will increase total production capability (the combined Phase 1 Circuit and Phase 2 Circuit) to over 6,000 tpa of NdPr, along with approximately 60 tpa of Tb and 200 tpa of Dy. According to the BFS, the initial Phase 2 Circuit capital costs are expected to total approximately $410 million. Regulatory approval for the Phase 2 Circuit is expected by mid-2027, allowing planned construction and commissioning of the Phase 2 Circuit by Q1 2029, which is on schedule to accommodate expected monazite deliveries from the Company’s Vara Mada Project (expected as early as Q1 2029, subject to completion of permitting, the receipt of all necessary Government of Madagascar approvals, and a positive FID) and Bahia Project (expected in 2030, subject to completion of permitting and a positive FID), in each case subject to the successful development and commissioning of those Projects. Monazite from the permitted Donald Project (expected as early as Q1 2028) could be processed through the existing Phase 1 Circuit and/or stockpiled for processing through the Phase 2 Circuit when developed and operational. Sales For the year ended December 31, 2025, the Company sold 650,000 pounds of U 3 O 8 to a diversified group of nuclear utilities and intermediaries in the U.S. and internationally under its long-term contract portfolio and on the spot market for total revenue of $48.23 million at a weighted average sales price of $74.21 per pound. These sales were split across our long-term contracts and the spot market as follows: • Spot market sales : The Company sold 350,000 pounds of U 3 O 8 on the spot market for revenue of $26.92 million at a weighted average realized price of $76.90 per pound. • Long-term contract sales : The Company sold 300,000 pounds of U 3 O 8 under its long-term contracts for proceeds of $21.32 million at a weighted average realized price of $71.06 per pound. During the year ended December 31, 2025, the Company sold the final HMS products from the Kwale Project, which ceased mining activities on December 31, 2024 and is now in reclamation. HMS sales during the year ended December 31, 2025 consisted of 12,852 tonnes of ilmenite, 7,038 tonnes of rutile and 1,429 tonnes of zircon and low-grade products for total revenues of $15.82 million. Entering into Scheme Implementation Deed with Australian Strategic Materials As discussed above, on January 20, 2026, the Company entered into a Scheme Implementation Deed to acquire 100% of the issued share capital of ASM, a leading producer of REE metals and alloys and the owner of an REE project in Australia. ASM’s KMP is one of the few facilities outside of China currently producing REE metals and alloys, including NdPr, Dy and Tb 26 Table of Conten t s metals and NdFeB alloys. Upon successful closing of this transaction, which is expected as early as June 2026, the Company believes it will be the largest, fully integrated REE “mine-to-metal and alloy” producer outside of China closing a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies. See Part II, Item 7, Proposed Acquisition of Australia Strategic Materials Limited and Note 21 - Subsequent Events for more information. Directors Effective October 15, 2025, longtime director Robert W. Kirkwood stepped down from his position with the Company, for personal reasons. Mr. Kirkwood served on the Board of Directors of Energy Fuels (the “ Board ”) for over eight years, during which time he served in a number of capacities, including as Chair of the Compensation Committee. Effective October 29, 2025, director Ivy V. Estabrooke stepped down from her position with the Company, for personal reasons. Ms. Estabrooke served on the Board for nearly four years. Company Strategy We are now, or intending to, engage in the following activities in 2026: • Work towards the completion of our proposed acquisition of ASM, subject to receipt of ASM shareholder, court and regulatory approvals, which is expected as early as June 2026, and which would make the Company a fully integrated REE “mine-to-metal and alloy” producer outside of China, thereby providing the Company with the potential for additional cashflow, margin, and product line offerings in REE metals and alloys; • Continue mining at our Pinyon Plain, La Sal and Pandora mines, collectively mining approximately 2,000,000 to 2,500,000 pounds of contained U 3 O 8 , depending on mining rates, contract requirements and market conditions. Mined uranium-bearing mineralized material is expected to be stockpiled at the mines and Mill for processing in 2026 or at a future date, subject to market conditions, contract requirements and the Mill’s schedule. As the Company currently has sufficient finished U 3 O 8 inventory to meet its 2026 contract delivery requirements and may elect not to sell uranium into the spot market at current prices, the Company may decide to defer processing all or a portion of such stockpiled uranium mineralized material inventories until a later date, thereby freeing up Mill capacity for an REE processing run or other uses during the second half of 2026. Stockpiled mineralized material available at the Mill, which can be processed into finished U 3 O 8 product on relatively short notice, gives the Company more flexibility in securing long-term sales contracts on favorable terms rather than having to accept contracts at current prices when the fundamentals suggest higher expected future prices; • the Company expects to process between 1,500,000 and 2,500,000 pounds of finished U 3 O 8 during 2026 from existing mined conventional mineralized material, conventional mineralized material inventories and Alternate Feed Materials; • the Company expects to sell between 1,500,000 and 2,000,000 pounds of uranium during 2026 under the Company’s existing long-term contracts with utilities and on the spot market, subject to market conditions; • Continue performing exploration activities at the Nichols Ranch Project to increase our uranium resource base; • Prepare two additional uranium mines (Nichols Ranch and Whirlwind Projects) to be ready to resume mining within 12 months of a “go” decision, though the exact timing for resumption of production from each of these projects will be subject to current and future uranium market conditions and/or procurement of additional long-term contracts; • Continue advancing each of the Donald and Vara Mada Projects to a positive FID expected as early as Q1 2026 and 2027, respectively, including seeking to secure financing for those projects; • Drill the southern half of the Bahia Project with the goal of compiling enough data and information to declare an S-K 1300 compliant Initial Assessment and NI 43-101 compliant technical report by the end of 2026 while advancing permitting efforts at the Project to include baseline and other necessary studies; • Advance the Company’s plans to expand its heavy REE production at its Phase 1 Circuit for the commercial-level recovery of Dy, Tb, Sm, Eu and Gd, with the ability to separate other heavy REEs such as Y and Lu if market conditions warrant; • Advance the Company’s plans to allow for the processing of uranium- and REE-bearing MREC or similar intermediary REE products from third-party sources in the Phase 1 Circuit, subject to receipt of all regulatory approvals, financing and the successful development of these further enhancements; • Advance the permitting and design of the proposed Phase 2 Circuit REE expansion at the Mill to enable the total production (from the Phase 1 Circuit and Phase 2 Circuit) of up to 6,000 tonnes of separated NdPr, along with separated Dy, Tb and other REE materials, and seek to secure financing for the Phase 2 Circuit; • Continue to pursue additional Alternate Feed Materials, third-party processing, ore purchases and other sources of feed for the Mill (including potential material recovered from AUM and other land cleanup work) and, when market conditions warrant, pursue the recovery of uranium and/or vanadium dissolved in the Mill’s tailings pond solutions; 27 Table of Conten t s • Continue to maintain selected projects and facilities in a state of readiness for the purpose of restarting mining activities on an expedited basis, as contract obligations and market conditions may warrant; • Advance permitting and evaluation activities for the Roca Honda and Bullfrog Projects; and • Continue to evaluate the potential for recovering and selling Ra-226 and Ra-228 from the Mill’s existing process streams for use in making medical isotopes for emerging TAT cancer treatments. Uranium Sales As of December 31, 2025, the Company has six long-term uranium sales contracts with major U.S. nuclear utilities. The Company expects to sell between 740,000 and 880,000 pounds of uranium during 2026 under its long-term contract portfolio. Additionally, the Company holds uncommitted inventory to evaluate additional spot and/or long-term uranium sales opportunities, as market conditions warrant. The Company may also evaluate the purchase of uranium on the spot market, subject to market conditions and contract requirements. The Company believes its existing inventories, purchases and new production will be sufficient to meet contractual requirements through 2026 and over the life of the supply contracts, along with discretionary spot sales in 2026 and beyond, as market conditions may warrant. See Part II. Item 7. Outlook for 2026 - Guidance . Overview of Uranium Market Uranium is primarily used as fuel for nuclear power plants for the reliable generation of carbon emission-free electricity. According to the World Nuclear Association (“ WNA ”), as of January 2026, there were approximately 440 operable nuclear reactors world-wide, which required approximately 179 million pounds of U 3 O 8 in 2025 at full operation. Worldwide, there are currently 74 new reactors under construction with an additional 116 reactors on order or in the planning stage and an additional 318 proposed. According to data from TradeTech LLC (“ TradeTech ”), global demand for uranium outpaces production through primary extraction. The gap between demand and primary supply is being filled by stockpiled inventories and secondary supplies, which the Company believes have dwindled significantly in recent years. According to the WNA, the U.S. currently has 94 operating reactors and another 25 reactors proposed. According to the U.S. Energy Information Administration (“ EIA ”), in 2024 (most recently published data), the U.S. produced approximately 18.6% of its electricity from nuclear technology, while, according to the Nuclear Energy Institute (“ NEI ”), the U.S. achieved an average capacity factor of 93%, leading all other (net) carbon-free sources by a wide margin. According to the EIA, U.S. utilities purchased approximately 55.9 million pounds of U 3 O 8 in 2024 (the last year reported). In 2025, interest in the uranium and nuclear sectors continued to grow substantially, which the Company believes was driven by: (i) global efforts to reduce carbon emissions and a growing focus on electrification; (ii) geopolitical tensions, particularly regarding Russia’s ongoing war in Ukraine; (iii) expected increased future energy demand from data centers and artificial intelligence (“ AI ”) and (iv) speculation based on supply and demand fundamentals. The Company believes that nuclear energy is essential to the global economy and addressing climate change, as it reliably and affordably provides electricity 24/7 and 365 days per year while generating lower life-cycle carbon emissions than other baseload energy sources (NREL, September 2021). The Company continues to believe that certain uranium supply and demand fundamentals point to higher sustained uranium prices in the future, including significant production cuts in recent years, along with significant increased demand from utilities, financial entities, traders and producers. Recently, large technology companies including Google, Microsoft and Amazon have announced their interest in using nuclear energy to meet growing demand for energy needed for data centers to support AI initiatives. Globally, the Company believes that nuclear energy is seeing greater acceptance by governments and policymakers as a solution to addressing the issues of climate change, increased energy demand and energy security. The Company believes that financial entities purchasing uranium on the spot market for long-term investment continue to represent a fundamental shift in the uranium market, while removing readily available material from the market that would otherwise serve as supply to utilities, traders and others. Further, the Company believes that Russia’s ongoing war in Ukraine has sparked a widespread trend away from Russian-sourced nuclear fuel supply. On May 13, 2024, President Joe Biden signed the Prohibiting Russian Uranium Imports Act (the “ Act ”), which bans the import of Russian uranium products into the U.S. Under the ban, which commences 90 days after enactment and terminates in 2040, all imports of uranium products from Russia will be banned, subject to waivers in the event “no alternative viable source of low-enriched uranium (“ LEU ”) is available to sustain the continued operation of a nuclear reactor or U.S. nuclear energy company.” Under the Act, the ability of the U.S. Department of Energy (“ DOE ”) to grant waivers to the ban will expire in less than two years on January 1, 2028. 28 Table of Conten t s The Company also continues to believe that a large degree of uncertainty exists in the market primarily due to trade issues, the life of existing uranium mines, uncertainty on the timing and success of the commissioning of new mines, conversion and enrichment bottlenecks, the opaque nature of inventories and secondary supplies, unfilled utility demand, future demand due to data centers and AI, the deployment of small modular reactors (“ SMRs ”), geopolitical risks (including but not limited to Russia’s ongoing war in Ukraine), transportation issues and the market activity of state-owned uranium and nuclear companies. According to weekly and monthly price data from TradeTech LLC (“ TradeTech ”), the following table sets forth uranium spot prices (dollars per pound) for the year ended December 31, 2025 and fluctuation during the year: December 31, December 31, Percent Annual Annual February 20, Price 2024 2025 Change Low High 2026 Weekly Spot $ 73.50 $ 81.00 10 % $ 63.00 $ 82.75 $ 89.50 Monthly Long-Term $ 82.00 $ 87.00 6 % $ 80.00 $ 87.00 $ 90.00 Uranium is not traded on an open market or organized commodity exchange, although the CME Group provides financially settled uranium futures contracts. Typically, buyers and sellers negotiate transactions privately, either directly or through brokers and intermediaries. Spot uranium transactions typically involve deliveries that occur immediately and up to 12 months in the future. Term uranium transactions typically involve deliveries that occur more than 12 months in the future with long-term transactions involving delivery terms of at least three years. Uranium prices, both spot and term, are primarily published by two independent market consulting firms, TradeTech and UxC, LLC, on a weekly and monthly basis along with daily price indicators. Other brokers, including Uranium Markets LLC, Evolution Markets Inc. and Numerco Ltd., also publish daily average uranium prices. Historically, most nuclear utilities have sought to purchase most of their uranium needs through mid- and long-term supply contracts, while other portions are bought on the spot market. According to EIA data, in 2024, U.S. utilities purchased 9% of their uranium on the spot market with the remaining 91% purchased under mid- and long-term contracts; through 2034, U.S. utilities have approximately 184.2 million pounds of unfilled uranium requirements (EIA, Uranium Marketing Annual Report, 2024). Buyers seek to balance the security of supply with the opportunity to take advantage of lower prices. For this reason, both buyers and sellers track current spot and term prices for uranium carefully, make considered projections as to future prices and negotiate with one another on transactions which each deems favorable to their respective interests. The graph, below, shows the monthly spot (blue line) and long-term (red line) uranium price from August 1969 up to December 2025 as reported by TradeTech (not adjusted for inflation): U 3 O 8 Prices: Spot Prices Compared to Long-Term Prices (August 1969 to December 2025) 29 Table of Conten t s To give a more recent perspective over the last five years, the graph below shows the monthly spot (blue line) and long-term (red line) uranium price from January 2020 up to January 2026, as reported by TradeTech (not adjusted for inflation): U 3 O 8 Prices: Spot Prices Compared to Long-Term Prices (December 31, 2021 to December 31, 2025) Uranium Market Outlook and Uranium Marketing Strategy The Company believes that world demand for clean, carbon-free, reliable, and affordable baseload electricity, including nuclear energy. At the same time demand is increasing, the nuclear fuel market remains in deficit, existing uranium mines and inventories are depleting, and geopolitics are putting security of supply into greater focus. In addition, trade issues are injecting uncertainty into U.S. and global markets. The Company believes the current- and long-term fundamentals of the uranium industry remain positive. Uranium spot prices rose modestly during 2025, due to several factors, including continued western bans on Russian uranium and nuclear fuel, accelerated nuclear plant restarts, life extensions, and new builds, uranium mine supply tightness, and entities such as the Sprott Physical Uranium Trust (“ SPUT ”) speculatively purchasing and sequestering material. The Company continues to believe that uranium prices will continue to rise to higher levels to support the additional primary production that will be required. We continue to expect to see more nuclear units constructed around the world, along with existing capacity to be extended and protected, while primary mine production drops due to depletion of resources, reduced production, commissioning challenges, logistic issues, and insufficiently high prices. Long-term uranium prices also increased during 2025 (currently $90 per pound according to TradeTech). “The uranium market is in the midst of a historic revolution where the supply side is under great pressure to fuel a rise in demand for nuclear power not seen in decades. This emergent demand is supported by a wide array of energy policies and is driven by specific economic interests, mainly those promoting and building information technology infrastructure. And the needs of this economic sector are staggering – EPRI and Larence Berkeley National Lab estimate that 10% of U.S. energy production will go to powering data centers by 2030. And, for many the preferred means of powering those facilities is with nuclear power.” TradeTech, Uranium Market Study, 2025: Issue 4. According to TradeTech, world uranium requirements continue to exceed primary mine production, with the gap being bridged by dwindling secondary supplies and excess uranium inventories in various forms that have already been mined. At the same time, a large portion of global uranium production remains state-owned and state-subsidized, and therefore not subject to normal market fundamentals, which the Company believes present risks to current and future markets. However, Russia’s invasion of Ukraine, and the upcoming halt of waivers under the U.S. uranium ban, has increased demand for non-Russian uranium. At the same time, geopolitical tensions continue to increase with China, and Kazakhstan and Uzbekistan maintain 30 Table of Conten t s close commercial and political ties with Russia, which the Company believes places future uranium and nuclear supplies from those nations at some risk. As a result, the Company has observed significantly more interest in both spot transactions and long-term contracts for U 3 O 8 from utilities. The Company believes that certain uranium supply and demand fundamentals point to sustained market strength and potentially higher prices in the future, increased demand from utilities and end-users (including the technology sector), financial entities, traders, and producers. However, the Company also believes that while uranium market conditions have improved significantly since 2021, they still could be vulnerable, primarily due to secondary uranium supplies, excess inventories, and non-market activities of state-owned enterprises. While U.S. and European utilities are reducing their exposure to Russian supply, the Company believes that Russia, and increasingly China, maintains significant capabilities across the nuclear fuel cycle, which could re-enter the global market in the future upon resolution of the conflict in Ukraine, circumvention of trade restrictions, or other factors. The Company’s marketing strategy seeks a base of earnings, margins and cash flow through sales of a portion of its uranium into term contracts, to the extent such contracts are available at satisfactory prices. To gain exposure to increasing uranium prices, the Company seeks to sell a portion of its planned uranium extraction into contracts with market-related formulas, if available at satisfactory prices, and through future spot and term sales. Further exposure to increasing uranium prices can be generated through the Company’s ability to bring additional uranium extraction online in the future in response to increasing prices, which can be sold on a market-related or fixed basis at then prevailing prices. As of December 31, 2025, the Company has six long-term uranium contracts with current deliveries into the early 2030s. The Company’s portfolio of contracts contains fixed prices (fully indexed to inflation) and/or spot market prices, along with floor and ceiling prices (fully indexed to inflation). The Company has filled deliveries during the early years of these contracts from produced inventories and expects to fill future deliveries through new production. The Company’s uranium inventories, along with expected uranium production in 2026 and subsequent years, are expected to provide the Company with the flexibility to complete spot sales in 2026 in response to improved market conditions, should the Company desire to do so. The Company will also continue to evaluate the potential to complete opportunistic purchases of uranium during 2026. The Vanadium Market Vanadium is a metallic element that, when converted into FeV (an alloy of vanadium and iron), is used primarily as an additive to strengthen and harden steel and make it anti-corrosive. According to market consultant FastMarkets, over 90% of FeV is used in the steel industry. In addition, vanadium is used in the aerospace and chemical industries and continues to see interest in energy storage technologies, including vanadium redox flow batteries. China is the largest global producer of vanadium, with additional production coming from Russia, South Africa and Brazil (U.S. Geological Survey). The Company believes one of the main drivers of V 2 O 5 prices is demand for steel, including global prospects for economic growth, construction, infrastructure and auto manufacturing. According to Fastmarkets: “The imposition of tariffs and counter-tariffs has slowed down trade between the US and China, which are two of the large markets for steel and ferro-alloys. This has led to reduced demand for ferro-alloys in some sectors, particularly in industries such as automotive and appliances, which are sensitive to trade policies, sources said” (Fastmarkets, US-China trade war - What’s next for Asia’s ferro-alloys sector? - Part March 28, 2025 .) The Company believes that V 2 O 5 prices will increase once confidence in the Chinese and global economy returns. During the year ended December 31, 2025, the mid-point price (dollars per pound) of vanadium in Europe had the following activity: December 31, December 31, Percent Annual Annual February 20, Price 2024 2025 Change Low High 2026 Midpoint $ 5.37 $ 5.89 10 % $ 4.88 $ 5.89 $ 5.53 The Company expects to continue to sell vanadium from its inventory into rising markets if they continue, failing which the Company plans to maintain its vanadium inventory for future sales at opportune times. The Company currently has 905,000 pounds of V 2 O 5 in finished goods inventory and an estimated 1.0 to 3.0 million pounds of V 2 O 5 in its tailings solutions, which are available for future recovery, as market conditions warrant. 31 Table of Conten t s The Rare Earth Elements Market REEs are a group of 17 chemical elements (the 15 elements in the lanthanum series, plus yttrium and scandium) that are used in a variety of clean energy and advanced technologies, including wind turbines, EVs/Hybrid EVs, advanced robotics, cell phones, computers, flat panel displays, advanced optics, catalysts, medicine and national defense applications. Monazite, the source of REEs currently utilized by the Company, also contains significant recoverable quantities of uranium, which fuels the production of carbon-emission free electricity using nuclear technology. According to industry analyst Wood-Mackenzie, most demand for REEs is in the form of separated REEs, “as most end-use applications require only one or two separated rare earth compounds or products.” (Wood Mackenzie, Rare Earths, Outlook to 2030, 20th Edition). The main uses for REEs include: (i) battery alloys; (ii) catalysts; (iii) ceramics, pigments and glazes; (iv) glass polishing powders and additives; (v) metallurgy and alloys; (vi) permanent magnets; (vii) phosphors; and (viii) others (Adamas Intelligence). By volume, REEs used for permanent magnets (NdPr, Dy and TB and catalysts Ce and La) comprised 60% of total consumption yet over 90% of the value consumed. Typical natural monazite sand concentrates from the southeast U.S. average approximately 55% TREO and 0.20% uranium, which is the typical grade of uranium found in uranium mines that have historically fed the Mill. Of the 55% TREO typically found in the monazite sands, the NdPr comprises approximately 22% of the TREO. NdPr is among the most valuable of the REEs, as it is the key ingredient in the manufacture of high-strength permanent magnets, which are essential to the lightweight and powerful motors required in EVs/hybrid EVs and permanent magnet wind turbines used for renewable energy generation, as well as in an array of other modern technologies, including advanced robotics, mobile devices and defense applications. Monazite concentrates also contain higher concentrations of “heavy” REEs, including Dy and Tb used in high performance permanent magnets, relative to other common REE ores. The Company is currently primarily focused on NdPr, Tb and Dy, but has the capability to separate other REEs such as Sm, Gd, Lu and Y should market conditions and/or government demand support such activities. REEs are mined both as a primary target and as a co-product of HMS mining where the natural monazite sands are physically separated from the other mined sands. The ore then goes through a process of cracking and cleaning at the Mill that may include acids or caustic solutions, elevated temperature and pressure to recover the uranium and free the REEs from the mineral matrix. After removal of the uranium, this solution is cleaned of any remaining deleterious elements (including remaining radioactive elements) and sent to SX circuits that have the primary role to separate the REEs into separate individual REs by extraction, scrubbing, stripping and washing. SX facilities then use solvents and a series of mixer-settlers for the separation of the REEs from each other and to create the desired purified REE products (often as oxides) for the market or particular end user. Separated REE products are typically sold to various markets, depending on the use. Separated REE products can be made into REE metals and metal-alloys, which are used to produce permanent magnets and other applications. REEs are commercially transacted in a number of forms and purities. Therefore, there is no single price for REEs collectively but numerous prices for various REE compounds and materials. The primary value that the Company expects to generate in the short- to medium-term will come from NdPr oxide, Dy, and Tb, as those are the REEs the Company plans to target for high purity separation. In addition, as discussed above, the Company commenced production of separated NdPr in 2024. The following table sets forth certain REE compounds and materials mid-point prices in RMB¥/kg and their approximate value in $/kg, according to data from Asian Metal: December 31, 2024 December 31, 2025 Percent February 19, 2026 Product (RMB¥/kg) ($/kg) (RMB¥/kg) ($/kg) Change (RMB¥/kg) ($/kg) NdPr Oxide (Pr 6 O 11 : 25%; Nd 2 O 3 ): 75%) 399 55 610 87 53 % 833 121 Dy Oxide 1,600 219 1,330 190 (17) % 1,430 207 Tb Oxide 5,570 763 5,950 851 7 % 6,200 898 Benchmark Mineral Intelligence (“ Benchmark ”) published the first X-China rare earth pricing estimates as of July 31, 2025. Benchmark’s February 19, 2026 published European NdPr, Dy, and Tb prices of $130.00/kg, $1,125/kg and $4,500/kg exceed the published Chinese prices of $120.51/kg, $207/kg and $898/kg, respectively, by 8%, 443% and 401%, reflecting the scarcity of these REE oxides outside of China and their importance to markets in the U.S. and Europe. Benchmark has also recently begun publishing North American NdPr pricing, reflecting increased market transparency for REE pricing in the Company’s key end markets. As of February 19, 2026, Benchmark’s published North American NdPr midpoint price was $135.00/kg which exceed the $130.00/kg price in Europe by 4%. The REE magnet market is expected to see significant growth through 2040 per Adamas Intelligence, driven by increasing demand for NdFeB magnets in robotics, advanced air mobility, and electric vehicles. While demand for didymium, dysprosium, 32 Table of Conten t s and terbium is projected to grow at a compound annual growth rate (“ CAGR ”) of 8.7%, global production will rise at a slower rate of 5.1%, leading to potential supply constraints. The total market for magnet rare earth oxides is forecasted to increase five-fold, from $7.8 billion in 2024 to $44.1 billion by 2040, with prices rising at CAGRs of 4.3% to 5.2%. Robotics is expected to become the largest demand driver for NdFeB magnets by 2040, followed by advanced air mobility, which will expand with the production of electric vertical takeoff and landing (“ eVTOL ”) aircraft. However, supply chain challenges may emerge between 2030 and 2040, as limited availability of rare earth feedstocks could constrain NdFeB magnet production, impacting key industries reliant on these materials. While China consumes the most REEs in its manufacturing industries, much of it is consumed in the manufacture of end-use goods for export and by non-Chinese companies operating within China. REE separation facilities are additionally located in Vietnam, India, as well as Neo’s Silmet facility in Estonia, and use a variety of feedstocks and sources with small-scale or experimental operational facilities located elsewhere (Russia included). The Company views its prior commercial production of MREC, commercial production of separated NdPr in 2024, and pilot production of separated Dy in 2025 and upcoming Tb in 2026, as the first steps in an effort to restore the REE supply chain controlled by the U.S. where one currently does not exist. By acquiring the Vara Mada Project, Bahia Project, and the right to earn into a 49% interest in the Donald Project, the Company has secured what it believes will be low-cost feedstock that can be processed in the U.S. into competitive separated REE products available for sale to U.S. and allied customers. Upon successful development of those projects, expected to be in the 2028 to 2030 time frame, the Company will have secured monazite sources capable of producing up to approximately 4,500 tonnes per year of separated NdPr along with 200 to 300 tonnes per year of separated Dy and Tb. To further restore a U.S.-controlled REE supply chain, the Company expects to develop the Mill’s planned Phase 2 Circuit (expected in the 2028 to 2029 time frame), which would have the capacity to allow the Mill to produce in total (from the Phase 1 Circuit and the Phase 2 Circuit) up to 6,000 tonnes per year of separated NdPr along with 200 to 300 tonnes per year of separated Dy and Tb, which would utilize all the monazite expected to be mined from the Company’s Vara Mada, Bahia, and Donald Projects and any additional monazite expected to be sourced from Chemours’ mines on the U.S. East Coast and others. Multiple potential domestic sources of mined HMS, including monazite, exist in North America and are potential feedstocks for the Mill. On a global level, there is a potential to acquire natural monazite sands from the following locations: Australia, South Africa, Madagascar, New Zealand, the Philippines, Indonesia, Brazil, Malaysia, Thailand, India, Russia and others. Upon the successful acquisition of ASM, which is expected to occur as soon as July 2026, the Company will combine ASM’s KMP and its planned American Metals Plant with REE oxide production at the Mill. This transaction is expected to create what the Company believes would be the largest fully integrated REE “mine-to-metal and alloy” producer outside of China to close a critical strategic gap in the global supply chains for magnet applications, including automotive, robotic, energy and defense technologies. As demand for these advanced technologies increases in the coming years, the Company expects demand and prices for REEs to increase. Increases in supply sources for REEs are expected in conjunction with this anticipated rising demand. Heavy Mineral Sands Market General HMS is typically categorized into titanium dioxide-bearing minerals such as ilmenite and rutile (but also including leucoxene and upgraded products, such as slag and synthetic rutile), zircon and monazite. Titanium Dioxide Minerals Ilmenite and rutile are primarily used as feedstock for the production of titanium (“ TiO 2 ” ) pigment with a small percentage also used in the production of titanium metal and fluxes for welding rods and wire. TiO 2 is the most widely used white pigment because of its nontoxicity, brightness and very high refractive index. It is an essential component of consumer products such as paint, plastics and paper. Pigment demand is therefore the major driver of ilmenite and rutile pricing. Weak conditions persisted for the global pigment market through all of 2025 due to economic weakness and uncertainty across major pigment consuming regions. As a consequence, declining demand and price erosion has persisted for both ilmenite and rutile. Chinese pigment producers experienced challenges from a subdued domestic market and steep tariffs that have been applied to Chinese pigment imports into some key global markets - particularly Europe and Brazil. Chinese pigment prices have been under pressure as Chinese producers compete to maintain market share. As pigment production in China is the major global 33 Table of Conten t s source of demand for sulfate ilmenite, declining pigment output maintained pressure on prices for sulfate ilmenite. However, cost pressures on sulfate pigment production, particularly from significant increases in sulfuric acid input costs, appears to be slowing the downward movement of pigment prices in recent months, which may begin to support stabilization of sulfate ilmenite prices through 2026. Western pigment producers are the main source of demand for chloride ilmenite and high-grade feedstocks including rutile. Major western pigment producers have experienced challenging conditions from the weak and uncertain economic conditions in their major markets and have modified their production rates to reduce pressure from growing inventory levels. Several western pigment plants have been placed on care and maintenance in recent months. The tariffs imposed on Chinese pigment in some key markets have not yet resulted in a significant shift of demand from Chinese pigment producers to western pigment producers, which would otherwise support demand for rutile and chloride ilmenite. The expected switch from Chinese pigment to western pigment has been limited due to the overall weakness in those key markets and aggressive competition from Chinese producers in these and other, alternative export, markets. This has maintained downward pressure on high-grade feedstock, including rutile, prices through 2025. The now extended suspension of production of synthetic rutile by a major producer from late 2025 may help to alleviate pressure on the high-grade feedstock market through 2026. Chloride ilmenite, regarded as a niche feedstock for western pigment production with a high relative economic value, is typically purchased under long-term offtake arrangements and generally experiences limited short-term price fluctuations. Demand for rutile into the welding and titanium metal sectors was firm through 2025. The main drivers of demand have been the shipbuilding and aerospace industries combined with sanctions on Russian-supply of raw materials. However, the extent of the rutile price premium into these sectors (above pigment sector pricing) is being eroded due to an excess of global supply including a significant increase in production of premium rutile in China from concentrates being imported into China from Africa in 2025. The Company believes that longer-term fundamentals for rutile and all grades of ilmenite are positive. Pigment demand, driving consumption of rutile and ilmenite, should recover from 2025 levels with general economic recovery and, specifically, growth in housing and building sectors across major markets. Reductions in pigment supply capacity through late 2025 will assist with the market recovery as pigment demand returns and pigment inventories are run down. Supply of TiO 2 feedstock to meet future demand from all sectors is dependent on a significant amount of new supply entering the market from new projects. Zircon Zircon has a range of end-uses, the predominant of which is in the production of ceramic tiles, accounting for more than 50% of global zircon consumption. Milled zircon enables ceramic tile manufacturers to achieve brilliant opacity, whiteness and brightness in their products. Zircon’s unique properties include heat and wear resistance, stability, opacity, hardness and strength, making it sought after for other applications such as refractories, foundries and specialty chemicals. Demand growth for zircon is closely linked to growth in global construction and increasing urbanization in the developing world. Underlying zircon demand was sluggish through 2025 due to weak and uncertain economic conditions in all major markets. Zircon demand in China, the largest global consumer of zircon, has been weak on the back of a sluggish economy - in particular, a subdued housing and construction market. Zircon prices have, therefore, trended downward. Reduction of zircon supply from the suspension of production at one of the mines of a major Australian producer from late 2025 may help to relieve the pressure on the zircon market through 2026. The Company believes that the longer-term fundamentals for zircon are positive. Zircon demand growth is expected to closely follow GDP and to be driven by recoveries in demand for ceramics in housing and building, as well as growth in industrial manufacturing including foundries for steel products and refractories for glass production (including solar panels). Supply of zircon to meet future demand is also highly dependent on a significant amount of new supply entering the market from new projects. Monazite Monazite is a source of REEs, uranium and thorium. REEs are used in a wide variety of applications including, but not limited to, clean energy applications, permanent magnets, EVs, robotics, electronics, glass polishing, catalysts and defense applications. Recently, REEs, specifically the magnetic REEs NdPr, Tb and Dy, have received significant attention for their applications in permanent magnets for EVs and other green technologies and robotics. Monazite is particularly rich in magnetic REEs when compared to other REE-bearing minerals. The uranium in monazite can be used for nuclear power, and thorium can be used for thorium salt reactors and medical isotope production. 34 Table of Conten t s Most monazite produced from HMS is in the form of either a separated monazite concentrate or as monazite contained in HMC. Currently, most monazite produced globally is shipped to China. Current demand growth for monazite is closely linked to the growing push for clean energy technologies, such as EVs and wind turbines. After a sluggish period, monazite prices have been on an upward trend through late 2025 into the start of 2026 due to an improvement in REE pricing linked to Chinese government-imposed restrictions on REE exports from China. The following table sets forth certain HMS prices in $/t, according to TZ Minerals International Pty Ltd’s (“ TZMI’s ” ) estimated market prices published in December 2025: December 31, Percent Product 2025 2024 Change Zircon (Premium) 1,600 1,840 (13) % Rutile (Premium, bulk) 1,200 1,140 5 % Chloride Ilmenite (60 % TiO 2 ) 280 305 (8) % Sulfate Ilmenite (50 % TiO 2 ) 235 270 (13) % Competition The uranium industry is highly competitive. The Company competes with mining and exploration companies for uranium sales, the acquisition of uranium mineral properties, and the procurement of equipment, materials and personnel necessary to explore, develop, and extract uranium from such properties. There is competition for a limited number of uranium acquisition opportunities. As a result, the Company may encounter challenges in acquiring attractive properties and exploring and advancing properties currently in the Company’s portfolio. In addition, Energy Fuels competes with other uranium recovery companies, along with traders, brokers, financial institutions, converters, enrichers, and other market actors, including some that are state-owned and state-subsidized, for uranium sales. The Company may be at a competitive disadvantage compared to some other companies with regard to exploration and, if warranted, development of and production from mining properties and securing uranium sales. The Company believes that competition for acquiring mineral prospects and completing uranium sales will continue to be intense in the future. The REE industry is also highly competitive, particularly to the extent it is dominated by China, which produces nearly 90% of refined REE products according to the International Energy Agency. Chinese companies bid aggressively to acquire monazite and other minerals to feed this production. The Company competes with Chinese companies and companies from other countries that are in or trying to break into the REE market, for sources of monazite and will be expected to compete with Chinese companies and companies from other countries as they develop production capacity at the RE Carbonate crack and leach, REE separation, REE metal and alloy making, REE magnet making, and REE product marketing and sales stages of the REE supply chain, as well as for the acquisition of monazite and other mineral properties, for mining and exploration on such properties, and for the procurement of equipment, materials and personnel necessary to explore, develop, and extract monazite from such properties. There is competition for a limited number of monazite acquisition opportunities, including competition with other companies having substantially greater financial resources, staff and facilities than the Company. As a result, the Company may encounter challenges in acquiring attractive properties and exploring and advancing properties currently in the Company’s portfolio. In addition, Energy Fuels will compete with other REE companies, along with traders, brokers, financial institutions, and other market actors, including some that are state-owned or state-supported or subsidized, for REE oxide sales. The Company may be at a competitive disadvantage compared to some other companies with regard to the acquisition, exploration and, if warranted, development of and production from mining properties, production of REE products and securing REE product sales. The Company believes that competition for acquiring monazite prospects, production of REE products and completing REE product sales will continue to be intense in the future. To the extent many Chinese companies are state-subsidized or otherwise supported, the Company expects to continue to face tough competition in the REE space. The HMS market is highly competitive. The industry is primarily concentrated in Australia, though South Africa, India and China are also major producers. Other countries with significant HMS deposits include the U.S., Brazil and Mozambique. The key industry participants include Iluka Resources, Rio Tinto, Kenmare Resources and Tronox, which are among the largest producers of HMS in the world. The market for HMS products is driven by a wide range of factors, including global economic growth, industrial demand and technological innovation. In recent years, the market has faced a number of challenges in line with general economic conditions, including declining demand for certain products, increased competition from alternative materials and the general environmental concerns related to all mining and processing. 35 Table of Conten t s Despite these challenges, the HMS market is expected to continue to grow in coming years on the back of forecasted economic growth fueling demand in pigments, ceramics and other mature end-use applications. With this growth, the industry will also need to monitor that its sustainability objectives keep pace, including the need to continue to reduce environmental impacts and improve social and economic outcomes for local communities. The availability of funds for the acquisition, exploration, evaluation, permitting and construction of HMS and monazite projects and the development of REE separation, metal and metal alloy making and magnet making is limited, and the Company may find it difficult to compete on an international scale with larger and more established and/or subsidized companies for capital. The Company’s inability to continue exploration, advancement, the acquisition of new properties and the development of REE separation, metal and metal alloy making and magnet making, due to lack of funding, could have a material adverse effect on the Company’s future operations and/or financial position. However, the Company believes it has a competitive advantage over many of its peers in the U.S. domestic uranium space and in the world REE space, outside of China, to the extent it has diversified business opportunities, including its ability to produce uranium, its ability to recover RE Carbonate and separate REEs, from monazite sand ores, its ability to recover vanadium as market conditions may warrant, and its potential ability to recover certain radioisotopes for use in TAT medical therapeutics. Government Regulation The Company’s properties and facilities are subject to extensive laws and regulations which are overseen and enforced by multiple federal, state, local, and foreign authorities. These laws govern exploration, construction, extraction, recovery, processing, exports, various taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species, toxic and hazardous substances, and other matters. Uranium minerals exploration, extraction, recovery, and processing are also subject to risks and liabilities associated with the perceived potential for impacts to the environment and disposal of waste products occurring as a result of such activities. Compliance with these laws and regulations may impose substantial costs on the Company and may subject the Company to significant potential liabilities. Changes in these regulations or changes in regulatory attitudes or interpretations could require the Company to expend significant resources to comply with new laws or regulations, attitudes or interpretations relating thereto, or changes to current requirements and could have a material adverse effect on the Company’s business operations. However, compliance with government regulations generally, including but not limited to environmental regulations, is an integral part of the Company’s day-to-day business and impacts virtually all the Company’s capital expenditure and operating decisions at its facilities, as the Company’s facilities and operations must comply with this extensive array of environmental, health and safety laws and regulations. The costs of compliance with these laws and regulations are therefore well understood and assumed by the Company in all its capital budgeting decisions, project analyses and cost and earnings projections. As all the Company’s competitors in the uranium mining industry in the U.S. face the same or similar regulatory requirements, the Company does not believe its need to comply with this extensive array of laws and regulations materially affects the Company’s competitive position within the U.S. uranium mining industry. As monazite is a uranium-bearing ore and is processed through the White Mesa Mill for the recovery of uranium and REEs, and all separation activities are expected to take place at the Mill, all the regulations applicable to uranium recovery and processing at the Mill apply to the processing of monazite at the Mill, the production of RE Carbonate and the separation of REEs at the Mill. Environmental Regulations The Company’s projects, exploration, and development activities, and mining and processing operations are subject to the federal, state, regional and local environmental laws and regulations of the jurisdictions in which the Company’s activities and facilities are located. For example, in the U.S., the Company is subject to a number of such laws and regulations including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act; the Atomic Energy Act; the Uranium Mill Tailings Radiation Control Act; the Emergency Planning and Community Right to Know Act; the Endangered Species Act; the Federal Land Policy and Management Act; the National Environmental Policy Act; the Resource Conservation and Recovery Act; and related state laws. The Company is subject to similar laws in other jurisdictions in which it operates. In all jurisdictions in which the Company operates, environmental licenses, permits and other regulatory approvals are required to engage in projects, exploration, mining and processing, and mine closure and reclamation activities. Regulatory approval of a detailed plan of operations and an environmental impact assessment (or equivalent) is required prior to initiating mining or processing activities or for any substantive change to previously approved plans. In all jurisdictions in which the Company operates, specific statutory and regulatory requirements must be met throughout the life of the mining or processing operations regarding air quality, water quality, fisheries, wildlife and biodiversity protection, archaeological and cultural resources, solid and hazardous waste management and disposal, the management and transportation of hazardous chemicals, toxic substances, 36 Table of Conten t s noise, community right-to-know, land use and reclamation. Such laws and regulations, which may change over time, increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date, compared to industry norms. Uranium milling in the U.S. is primarily regulated by the United States Nuclear Regulatory Commission (the “ NRC ”) pursuant to the Atomic Energy Act of 1954 , as amended. Its primary function is to ensure the protection of employees, the public, and the environment from radioactive materials, and it also regulates most aspects of the uranium recovery process. The NRC regulations pertaining to uranium recovery facilities are codified in Title 10 of the Code of Federal Regulations. On August 16, 2004, the State of Utah became an Agreement State for the regulation of uranium mills. This means that the primary regulator for the Mill is now the State of Utah Department of Environmental Quality (“ UDEQ ”) rather than the NRC. At that time, the Mill’s NRC Source Material License was transferred to the State of Utah and became Radioactive Materials License Number UT 1900479 (the “ Radioactive Materials License ”), which was renewed in January 2018 as Amendment #8 (Renewal), then reissued as a Revised Renewal on February 16, 2018, by UDEQ’s Division of Waste Management and Radiation Control (“ DWMRC ”). The Radioactive Materials License is up for renewal in February 2028. The State of Utah incorporates, through its own regulations or by reference, all aspects of Title 10 pertaining to uranium recovery facilities. When the State of Utah became an Agreement State, it required that a Groundwater Discharge Permit (“ GWDP ”) be put in place for the Mill. The GWDP is required for all similar facilities in the State of Utah, and specifically tailors the implementation of the state groundwater regulations to the Mill site. The State of Utah requires that every operating uranium mill have a GWDP, regardless of whether the facility discharges to groundwater. The GWDP for the Mill was finalized and implemented in March 2005, then renewed in January 2018. Most recently, the GWDP renewal application was submitted in July 2022 and remains under consideration with DWMRC. The Mill also maintains a permit approval for air emissions with the UDEQ, Division of Air Quality. Conventional uranium extraction is subject to regulation by a number of agencies including: (i) local county and municipal government agencies; (ii) the applicable state divisions responsible for mining and protecting the environment within Utah, Colorado, Arizona, New Mexico, and Wyoming; (iii) the U.S. Bureau of Land Management (the “ BLM ”) and the United States Forest Service (the “ USFS ”) on public lands under their jurisdiction; (iv) the U.S. Mine Safety and Health Administration (“ MSHA ”); (v) the United States Environmental Protection Agency (the “ EPA ”) for radon emissions from underground mines and conventional and nonconventional tailings impoundments; and (vi) other federal agencies, including without limitation the U.S. Fish and Wildlife Service, U.S. Army Corps of Engineers (“ USACE ”) and the DOE, where certain conditions exist. In addition, a uranium processing facility at the Sheep Mountain Project, if and when constructed, will be subject to regulation under the State of Wyoming, as an NRC Agreement State, as a uranium processing facility and for permanent disposal of the resulting tailings. The provisions of the Atomic Energy Act and its regulations that are applicable to uranium milling also apply to our ISR facilities in Wyoming. The Nichols Ranch Project has a Source Material License. The Nichols Ranch Source Material License was originally issued by the NRC; however, the State of Wyoming became an NRC Agreement State on September 30, 2018 and the Wyoming Department of Environmental Quality (“ WDEQ ”) - Land Quality Division (“ WDEQ-LQD ”) subsequently assumed all management and oversight functions. The Nichols Ranch Source Material License was most recently renewed by the WDEQ-LQD for a 20-year term on July 24, 2025. Nichols Ranch is also regulated by the State of Wyoming and the EPA under the Clean Water Act, the Clean Air Act and the Resource Conservation and Recovery Act. In addition, ISR wellfields require an Underground Injection Control (“ UIC ”) Permit under the Safe Drinking Water Act, as administered by the State and/or EPA. ISR operations are subject to regulations by the U.S. Occupational, Safety and Health Administration, rather than MSHA. Because monazite sands are a naturally occurring uranium ore, which also contain REEs, monazite sands are processed at the Mill under the Mill's existing Radioactive Materials License, GWDP and other permits as a uranium ore, and the resulting RE Carbonate and separated REE oxides are also recovered under those existing licenses and permits. The Company is evaluating whether any additional licenses or permits or amendments to existing licenses or permits may be required for its planned expansion of its existing Phase 1 Circuit, including for the processing of MREC and similar intermediate REE-bearing feeds at the Mill. The Company has submitted a license amendment application to DWMRC for the modifications and enhancements to existing Mill facilities required for and the operation of its planned Phase 2 Circuit REE separation circuit at the Mill. The Company currently has an R&D license for the recovery of R&D quantities of Ra-226 at the Mill, issued by DWMRC in 2023. The Company applied for an R&D license for the recovery and concentration of R&D quantities of Th-232, Ra-228 and/or Th-228 from monazite process streams in 2023, which is currently under review by DWMRC. The Company will also require licenses from DWMRC for the potential recovery and concentration of commercial quantities of Th-232, Ra-228, Th-228 and/or Ra-226 at the Mill. 37 Table of Conten t s Reclamation bonds or the equivalent have been posted for each of the Company’s material properties in the U.S. that have structures or facilities. Energy Fuels is required to have export licenses issued by the NRC for its uranium exports, unless otherwise permissible pursuant to the Mill’s existing Radioactive Materials License due to the nature of the material in question. Such licenses are obtained by the Company as required. The Company is required to comply with applicable environmental and regulatory laws and regulations in the other countries in which it operates and also applies international standards where appropriate. Land and Mineral Tenure U.S. Land Tenure The Company’s land holdings in the U.S. are held either by leases from the fee simple owners (private parties or the State) or unpatented mining claims located on property owned and managed by the U.S. Federal Government. Annual fees must be paid to maintain unpatented mining claims, but work expenditures are not required. Holders of unpatented mining claims are generally granted surface access to conduct mineral exploration and extraction activities. However, additional permits and plans are generally required prior to conducting exploration or mining activities on such claims. On July 9, 2009, BLM issued a Notice of Proposed Withdrawal (“ 2009 Notice ”) under which it proposed that a total of approximately one million acres of public lands around the Grand Canyon National Park be withdrawn from location and entry under the Mining Law of 1872 (the “ Mining Law ”), subject to valid existing rights. In the 2009 Notice, BLM stated that the purpose of the withdrawal, if determined to be appropriate, would be to protect the Grand Canyon watershed from any adverse effects of locatable hardrock mineral exploration and mining. The 2009 Notice segregated the lands from location and entry under the mining laws for up to two years to allow time for various studies and analyses, including appropriate National Environmental Policy Act (“ NEPA ”) analysis. In order to allow more time for BLM to complete its NEPA analysis, the U.S. Department of the Interior (the “ DOI ”) published Public Land Order 7773 on June 21, 2011, which effected a six-month emergency withdrawal of the area. The emergency withdrawal prevented the lands from being open to location and entry under the Mining Law upon expiration of the two-year segregation while the DOI completed the decision–making process on the proposed withdrawal. The emergency withdrawal was effective from July 21, 2011 to January 20, 2012. During the two-year segregation and six-month emergency withdrawal, the BLM, along with its cooperating agencies, completed various studies and analyses of resources in the withdrawal area, including an Environmental Impact Statement (“ EIS ”) under NEPA. These studies and analyses were undertaken to provide the basis for the final decision regarding whether to proceed with the proposed withdrawal or to select an alternative action. Based on this analysis, on January 9, 2012, the DOI announced its final decision to withdraw from location and entry under the Mining Law, subject to valid existing rights, the total of approximately one million acres of lands originally proposed in the 2009 Notice (the “ Withdrawn Lands ”), for a 20-year period. Lawsuits challenging this decision were filed by various industry groups and interested parties. In addition, legislation has been proposed in both the U.S. House of Representatives and U.S. Senate, which would make the withdrawal permanent, subject to preexisting rights. The Company will continue to track the progress of this and any other relevant legislation. Then, on August 8, 2023, President Biden designated the Baaj Nwaavjo I’tah Kukveni – Ancestral Footprints of the Grand Canyon National Monument, which comprised approximately one million acres of previously Withdrawn Lands in three distinct areas to the south, northeast and northwest of Grand Canyon National Park. As stated in the fact sheet for the national monument designation, “The national monument designation recognizes and respects valid existing rights. The proclamation specifies that maintenance and upgrades to water infrastructure for flood control, utilities, water district facilities, wildlife water catchments, and other similar uses may continue; and that utility lines, pipelines, and roads can continue to be maintained, upgraded, and built consistent with proper care and management of the monument objects. Existing mining claims – predating a 20-year mineral withdraw initiated in 2012 – will remain in place, and the two approved mining operations within the boundaries of the monument would be able to operate.” As a result of the 2012 withdrawal from location and entry and the 2023 national monument designation, no new mining claims may be staked on the Withdrawn Lands or within the boundaries of the national monument, and no new Plans of Operations may be approved, other than Plans of Operations on mining claims that were valid at the time of the segregation, withdrawal or national monument designation, as applicable, and that remain valid at the time of plan approval. Case law indicates that a miner establishes valid Congressionally provided rights under the Mining Law through certain unilateral acts, and that such acts are presumptively recognized as valid claims in which the holder has valid existing rights unless and until the DOI or U.S. Federal Courts declare otherwise. However, the BLM and USFS, each at their discretion, may perform a mineral examination and Mineral Report, which involves an economic evaluation of a project, in order to reflect an agency’s belief about certain mining claims that may be used in support of a future mining claim contest on the validity of existing rights. All the Company’s properties located on the Arizona Strip, with the exception of its Wate Project and certain exploration properties held by the Company’s subsidiary, Arizona Strip Partners LLC, are located within the Withdrawn Lands and boundaries of the Grand 38 Table of Conten t s Canyon National Monument. A mineral examination on the Company’s EZ Project will need to be completed by BLM, in conjunction with its review of the Company’s proposed Plan of Operations for that project. Mineral examinations were not required for the Company’s Arizona 1 and Pinenut projects, which had previously approved Plans of Operations and were previously active. Although the Company’s Pinyon Plain Project also has an approved Plan of Operations, and a mineral examination is not required, the USFS voluntarily performed a mineral examination on that project in 2012 in order to clarify the agency’s own position on the underlying claims and concluded that the Pinyon Plain Project’s claims constituted valid existing rights (“ VERs ”). The USFS also concluded that no additional approvals were required on the Pinyon Plain Project that would trigger any further NEPA analysis as a major federal action. The Company believes that all its material projects within the Withdrawn Lands and boundaries of Grand Canyon National Monument are on valid mining claims that will withstand a mineral examination. However, market conditions may postpone or prevent the performance of mineral examinations on certain properties and, if a mineral examination is performed on a property, there can be no guarantee that the mineral examination would not result in one of more of the Company’s mining claims being deemed invalid and/or that ongoing litigation challenging the validity of a VER determination would not result in the overturn of such determination, either of which could prevent a project from proceeding. Former President Obama additionally designated the Bears Ears National Monument by executive order in December of 2016, which comprised 1.35 million acres of land in San Juan County, Utah. The designated land included a portion of County Road 258, and a property boundary that abutted the boundary of the Mill and encompassed two water sampling sites the Company monitors for the Mill. In December 2017, President Trump in his first term issued a Proclamation that amended former President Obama’s 2016 Proclamation and reduced the monument to two parcels encompassing a total of 201,876 acres, releasing 1.15 million acres. That Proclamation was later challenged in Federal Court. On December 23, 2017, the Company issued a press release reiterating its past and present support of Bears Ears National Monument, and clarifying that the Company sought only minor adjustments to the original boundaries of the monument to prevent the boundary from directly abutting some of its existing operations, which were very minor adjustments, insignificant compared to the original size of the monument and not a reflection of President Trump’s nearly 85% reduction. Then, on October 8, 2021, President Biden issued a new proclamation restoring the original borders of Bears Ears National Monument, which consists “of those lands reserved as part of the Bears Ears National Monument as of December 3, 2017, and the approximately 11,200 acres added by Proclamation 9681, encompassing approximately 1.36 million acres.” In doing so, all such lands and interests contained within the monument were “appropriated and withdrawn from all forms of entry, location, selection, sale, or other disposition under the public land laws or laws applicable to the USFS, from location, entry, and patent under the mining laws, and from disposition under all laws relating to mineral and geothermal leasing, other than by exchange that furthers the protective purposes of the monument” (see A Proclamation on Bears Ears National Monument , dated October 8, 2021). As a result, it is possible that the Mill could become subject to additional requirements, restrictions and costs if the reversion to the original designation is upheld in Court, pending any legal challenges by the State of Utah or otherwise. Brazilian Land Tenure Mineral tenure is guaranteed by the Federal Constitution in Brazil. Mineral resources are separate from the surface owners (i.e. split estate), and the Republic of Brazil is the owner of all mineral resources. The federal government can grant mineral rights for exploration and production to Brazilian companies (or foreign companies with established Brazilian entities). Brazilian entities that are granted mining rights have the ownership of the product they are mining. Mineral rights can be assigned, transferred or subject to encumbrance, provided that legal requirements are fulfilled and that the transaction is registered with and approved by the Brazilian National Mining Agency (“ ANM ”). Mineral rights do not grant the land where the mineral deposits are located, but do provide the possibility of creating a mineral easement that allows holders of the mineral rights the ability to explore or mine the mineral and take ownership of the product. This right of access also includes neighboring lands, as long as ANM recognizes that such lands are needed for exploration and production. The surface owners are entitled to a royalty and damages caused by exploration, mining and ancillary activities. A maximum royalty is set at half the federal government royalty. If the company and the surface owner are unable to reach an agreement the matter will be settled by the local court based on criteria provided in applicable laws. The granting of mineral rights in Brazil is performed in four steps: 1. Exploration Authorization : A 1-3 year authorization that is renewable for an additional 1-3 years. Exceptions can be made for additional renewals following the first authorization. The purpose of this authorization is to allow a company to explore for a mineral of interest. The company must then submit an exploration report to ANM. ANM will approve or deny the report based on the economic and technical feasibility of exploiting the mineral explored for under the report. 39 Table of Conten t s 2. Right to Request a Mining Concession : Following approval of the exploration report the company has 1 year to apply for a mining concession. This request period can be renewed, upon request and justification, based on ANM’s criteria. If ANM does not agree with the justification, ANM may request the holder of the mineral right to proceed with the request for a mining concession stage. Eventually, ANM can forfeit the request right if there is clear and strong evidence of procrastination. 3. Mining Concession Request : The request for a mining concession has to include a mine development plan. Furthermore, the mining concession will only be granted once an environmental construction permit is obtained. Extensions can be granted if the environmental permitting process is delayed. The holder must use best efforts to obtain the environmental permit and report to ANM. Eventually, ANM can deny the request if there is clear and strong evidence of procrastination. 4. Mining Concession : This is the approval to mine. Once this is granted the company has six months to start mining and is required to provide an annual report to ANM. The mining concession is valid for the life of the mine. Kenya Land Tenure In Kenya, mining rights are separate from ownership of land surface rights. Under the Kenyan Constitution, all minerals vest in and are held by the national government in trust for the people of Kenya. The Constitutional provisions relating to mineral resources are implemented by the Mining Act No. 12 of 2016 (“ Mining Act ”). A person shall not search for, prospect or mine any mineral, mineral deposit or tailings in Kenya unless that person has been granted a permit or license under the Mining Act. A mineral right may be granted to, among others, individuals or companies which are registered and established in Kenya that demonstrate the required technical capacity, expertise, experience and financial capacity. A mineral right means a prospecting license, retention license, mining license, prospecting permit, mining permit or artisanal permit. Practically, of most relevance for large-scale operations are the following: 1. Prospecting license: a license relating to large-scale operations that authorizes the holder to exclusively carry out prospecting operations pursuant to an approved program for those prospecting operations, the procurement of local goods and services, a plan to employ and train Kenyan citizens and an approved environmental impact assessment report, social heritage impact assessment and environmental management plan. A prospecting license is granted for a maximum term of three years and the area must not exceed 1,500 contiguous blocks. It may be renewed twice for three years each, subject to the area of the license being reduced by not less than one-half each renewal. 2. Mining license: a license relating to large-scale operations that authorizes the holder to exclusively carry out mining operations pursuant to an approved program and a feasibility study demonstrating the feasibility of the project (including evidence of the financial and technical resources available to the applicant), a plan with respect to the employment and training of Kenyan citizens, a plan for the procurement of local goods and services, an applicable environmental impact assessment license, a social heritage impact assessment and environmental management plan, and a plan with respect to socially responsible investments for the local community. A mining license must not exceed 300 contiguous blocks and has a maximum term of 25 years, with a renewal period of 15 years. Applications for a mineral right are to be considered, processed and determined on a first-come first-served basis. The holder of a mineral right must pay royalties to the State at the prescribed rate. Where a mineral right is granted for a large-scale mining operation, the State will acquire a 10% free carried interest. A holder of a mining license whose planned capital expenditure exceeds the prescribed limit must list at least 20% of its equity on a local stock exchange within three years of commencing production (subject to market conditions). The Cabinet Secretary for Mining (“ Cabinet Secretary ”), on the recommendation of the Mineral Rights Board, may grant, deny or revoke a mineral right. Mineral rights applications are made to the Cabinet Secretary. Upon receipt, the Cabinet Secretary is required to give notice to the landowner or lawful occupier of the land where the mineral is located, the community and the relevant county Government and to publish notice of the pending application in a newspaper of wide circulation. A person or community may object to the grant of the license within 21 days (in the case of an application for a prospecting license) and within 42 days (in the case of a mining license). The Cabinet Secretary hears and determines any objection to an application through the Mineral Rights Board. Prospecting and other mining rights may not be granted with respect to private land without the express consent of the registered owner, and such consent shall not be unreasonably withheld. Consent is deemed to be given where the owner of the private land has entered into a legally binding arrangement with the applicant or with the Government which allows for the conduct of prospecting or mining operations, or an agreement with the applicant providing for payment of adequate compensation. 40 Table of Conten t s Prospecting and other mining rights may not be granted with respect to community land without the consent of the authority obligated by the law relating to administration and management of community land, or the National Land Commission in relation to land that is unregistered. Consent is deemed to be given where the registered owners of community land have entered into a legally binding arrangement with the applicant or with the Government which allows for the conduct of prospecting or mining operations, or an agreement with the applicant providing for payment of adequate compensation. The Cabinet Secretary may take steps under the law relating to compulsory acquisition to vest the land or area in the Government or on behalf of Government, where consent is unreasonably withheld or where the Cabinet Secretary considers that withholding of consent is contrary to the national interest. A mineral right may not be assigned, transferred, mortgaged or traded without the consent of the Cabinet Secretary (not to be unreasonably withheld) on recommendation of the Mineral Rights Board. The Kwale Project formerly operated pursuant to the terms of Special Mining Lease 23 (“ SML 23 ”), issued by the Mines and Geological Department on July 6, 2004 under the former Mining Act CAP 306 (now repealed). SML 23 provided the Company’s subsidiary, Base Titanium, with the full and exclusive right, liberty and license to carry out mining operations for ilmenite, rutile and zircon within the defined area of SML 23. Base Titanium's rights under SML 23 were preserved under the transitional provisions of the Mining Act. SML 23 expired on June 30, 2025 and was not renewable. As Base Titanium required continued access to portions of the SML 23 area following its expiry to complete its decommissioning and rehabilitation plan, Base Titanium obtained a license for temporary purposes under Kenya’s Land Act from the Government of Kenya. The license has a term of three years but is terminable by either party without cause after nine months on three month’s notice. Australian Land Tenure The Company has an indirect interest in mineral tenements in Australia through its ownership interest in Donald Project Pty Ltd and the Donald (Heavy Minerals Sands and Rare Earths) Project based in Victoria, Australia. In Australia, mining rights are separated from the ownership of the land surface rights and are held by the state. Rights to access the land surface area are regulated both by legislation and by private access and compensation contracts with landholders. Mining rights are obtained by applying to the relevant state or territory government on a first-come, first-served basis, or in some instances, by a tender-based process. Mining rights may also be acquired by entering into a contractual arrangement with the existing holder of the mining right (by way of purchase or farm-in). Each tenement delineates its area and duration. A holder must comply with the various terms and conditions of the permit, which include: the payment of annual rents, the payment of royalties once the mineral is extracted, meeting minimum annual expenditure obligations, agreeing to future mine rehabilitation plans and annual reporting requirements, as well as the provision of any environmental bond requirements. Each state's mining legislation governs the grant of exploration licenses and mining leases, with some states also issuing a retention lease which allows an entity to maintain possession of a right to a mineral rich area pending improvement in economic conditions. Once granted, tenements may be transferred or used as security. Tenements may be cancelled if the holder fails to meet the terms of their issue. In the State of Victoria, Australia, the types of mineral license for HMS and rare earths include exploration licenses, retention licenses and mining leases. 1. Exploration licenses: gives the license holder exclusive rights to explore for specific minerals within the specified license area. However, an exploration license is not an exclusive right to occupy the surface area. It is a right of access only for approved exploration activities, and subject to negotiated land compensation and access arrangements. Holders of an exploration license have a priority right to apply for a mining lease. Exploration licenses may be renewed for new terms, depending on the state legislation. 2. Retention license: is suitable where a mineral resource is identified but the resource is not yet determined to be commercially viable to mine but may become so in the future or the resource is required to support an existing mining operation in the future. It is a license between the exploration and mining stages, providing the license holder with tenure over the land as they transition toward obtaining a mining lease. 3. Mining lease: gives the holder the sole right to mine and explore for specific minerals and construct mining facilities related to the mining operation in the land covered by the lease. Mining leases may be subject to existing competing rights such as coal seam gas rights or infrastructure rights. 41 Table of Conten t s The Donald project holds retention license RL2002, which progresses to a mining lease. In order to advance this retention license to mining lease, the applicant must satisfy the relevant minister that the applicant is a fit and proper person to hold a license, intends to comply with relevant legislation, genuinely intends to do work, has an appropriate program of work (with a defined mineral resource), and is likely to be able to finance the proposed work and any rehabilitation. Madagascar Land Tenure Tenure for mining in Madagascar is governed by Law 2023-007 of July 27, 2023 relating to the New Mining Code (the “ New Mining Code ”), which has been in force since October 2, 2023 and replaced the former Mining Code, the Law 2005-021 of October 17, 2005 amending Law No. 99-022 of August 19, 1999 (the “ Former Mining Code ”). Like the Former Mining Code, the New Mining Code provides that all mineralization on the surface and in the subsoil, waters and seabed of the territory of Madagascar, are the property of the Malagasy State. The New Mining Code covers all aspects of mining, including tenure. Under the New Mining Code, Madagascar is divided into squares of 625 meters a side. Grant of mining permits occurs on the basis of these squares and only one mining permit can exist per square. Mining permits are administered by the Bureau de Cadastre Minier de Madagascar (“ BCMM ”), the Madagascar Mining Registry. The BCMM is in charge of the management of mining permits from the filing of the permit application to the expiration of the mining permits. It is a public entity under the supervision of the Ministry in charge of mines. The BCMM processes every mining permit application; however, grant of a mining permit requires issuance of an order duly signed by the Minister in charge of mines. Like the Former Mining Code, there remain two key mining permits available under the New Mining Code: 1. Permis De Recherche (or Research Permit), which confers on its holder the exclusive right to carry out prospecting and research within the permit area. A Research Permit is valid for an initial period of five years, renewable twice for a further three years (a total of eleven years). 2. Permis D'Exploitation (or Exploitation Permit), which confers on its holder the exclusive right to undertake mining as well as prospecting and research within the permit area. An Exploitation Permit granted under the New Mining Code is valid for twenty-five (25) years and is renewable once for a period of fifteen (15) years. Further renewals (of fifteen (15) years) are possible provided certain conditions are met. Both Research and Exploitation Permits are real property rights that can be bought, sold, pledged and mortgaged. An environmental authorization is required before exploration activities may be carried out on an area the subject of a Research Permit. This is issued by the Ministry in charge of Mines after completion of an Environmental Commitment Program. Research Permit holders are required to undertake an Environmental Impact Assessment and be issued an environmental permit before their Research Permit is able to be transformed into an Exploitation Permit. The environmental permit is issued by the National Office for Environment (Office National pour l'Environnement or “ ONE ”). A mining permit holder is granted certain rights to occupy the relevant land under the New Mining Code and must inform the rightful claimants of such rights of occupation. However, the exercise of occupation rights is subject to the conclusion of a written agreement with the rightful claimants. In the case of an Exploitation Permit, the agreement must take the form of a lease agreement, specifying the parties' respective rights and obligations. In addition to registered legal title, Madagascar has a system of customary title, giving land rights to traditional occupiers of land even though they do not have a registered title. The holder of a mining permit must also reach a written agreement with (as applicable) any traditional occupiers or usufructuaries (beneficial occupants) of the land within the permit area. Base Toliara SARL's Exploitation Permit, Permis D'Exploitation 37242 (“ PE 37242 ”), was granted under the Former Mining Code. The validity and continuation of Exploration and Exploitation Permits issued under the Former Mining Code, like PE 37242, is presently not affected by the New Mining Code, subject to payment of prescribed administrative fees and compliance with provisions relating to the transition of the Former Mining Code to the New Mining Code. The initial term of PE 37242 remains forty (40) years, notwithstanding that the New Mining Code provides that Exploitation Permits have a term of twenty-five (25) years. However, with the introduction of the New Mining Code, the term of any renewal of PE 37242 has been reduced to fifteen (15) years (from twenty (20) years). Environmental and Social Efforts and Impacts Uranium is the fuel for carbon-free, emission-free baseload nuclear power and is a key factor in successfully combating global climate change. In addition to producing uranium from our mines, we recycle other companies’ uranium-bearing tailings or 42 Table of Conten t s wastes (Alternate Feed Materials) at the Mill for the extraction of uranium that would otherwise have been permanently disposed of, thereby reducing the need for new mining by maximizing extraction of existing sources and limiting the number of constituents ultimately disposed of. We also recover previously disposed of uranium and vanadium by recycling the Mill’s tailings solutions. Furthermore, our production of a commercially salable RE Carbonate and separated REEs through the recycling of natural monazite sands, which have until recently been considered wastes at many HMS mines due to their radioactive content, allow us to provide crucial links in a commercially viable U.S. REE supply chain for use in key green energy technologies, such as solar panels, wind turbines, and electric and hybrid car batteries. In addition, our program for the potential recovery of radioisotopes for use in the production of TAT therapeutics for cancer treatments involves recycling the Mill’s existing process streams for the recovery of valuable radioisotopes that have traditionally been considered wastes and have been permanently disposed of. Through these operations and initiatives, we remain diligent in our efforts to minimize impacts to public health, safety and the environment, including any impacts to water, air, wildlife, soil, cultural resources, the occupational health and safety of our workers and any impacts to members of the public. Our Environment, Health, Safety and Sustainability (“ EHSS ”) Committee has been delegated authority by the Board to monitor and guide the Company in developing and implementing its core EHSS principles, including maintaining radiation exposures not only within regulatory limits but as low as reasonably achievable through an extensive internal audit program, as well as authority for monitoring programs to identify and mitigate risks in ensuring the highest standards of environmental protection and human health and safety across the Company’s operations. The EHSS Committee also monitors the Company’s sustainability programs, including its efforts to pro-actively evaluate its programs and activities to meet the Company’s sustainability goals and objectives. Our Sustainability Report, which was first released in 2020 and is in the process of being updated, is available on the Company’s website at www.energyfuels.com . Our U.S. operations are located primarily in rural and underserved areas and support the local economies, not only through the taxes we pay to local authorities and the salaries and wages we pay to our employees and to numerous third-party contractors, such as transportation companies, equipment rental companies, equipment vendors and service providers, but also indirectly through the “multiplier effect” to the communities as a whole. That is, the money we pay directly to our employees, contractors, vendors and providers is spent by them in the communities, thereby providing income to local businesses and wages and salaries to employees and owners of those business, who in turn spend their income, salaries and wages on other businesses in the community. Indeed, as the largest private employer in San Juan County, Utah, the Mill is a very significant factor in the local economy. In furtherance of our sustainability objectives, the Company’s Foundation contributes to the communities surrounding the Mill in Southeastern, Utah by providing funding to support local priorities. The Foundation focuses on supporting education, the environment, health/wellness, and local economic development in the City of Blanding, San Juan County, Indigenous and other area communities. See San Juan County Clean Energy Foundation . Kwale Project and Vara Mada Project Both the Kwale Project in Kenya and Vara Mada Project in Madagascar are located in regions of high conservation value and recognized for their biodiversity richness. They are also areas facing significant anthropogenic pressures, such as deforestation and wide scale land clearing. To support conservation and biodiversity efforts in these areas, a range of programs have been established, including propagation research programs to grow endemic plants, including rare and endangered species. The Kwale Project's indigenous tree and plant nursery has achieved success since being established in 2012, having successful propagated over 300 different species. To date, over 400,000 trees, either propagated in the nursery or purchased from local suppliers, have been planted as part of the rehabilitation program. The use of locally sourced indigenous grass seed and endemic trees has provided the opportunity to restore mined out and disturbed areas to ecologically functioning habitats that can support Kenya's broader conservation and biodiversity efforts. In Madagascar, an endemic indigenous tree and plant nursery has also been established and is in readiness for development of the Vara Mada Project. Despite limited opportunities to extend our seed collection efforts and collaborate with conservation organizations because of Vara Mada’s suspension of activities, the Company has managed to propagate over 80,000 trees and plants from over 250 species, including four of Madagascar's iconic baobab species. The nursery in Madagascar is rapidly establishing itself as a center of excellence for research and propagation of endemic Madagascar Spiny Thicket species. Employees As of December 31, 2025, the Company and its subsidiaries have approximately 1,069 full-time employees, 252 of whom are employed through the Company’s wholly owned, indirectly held subsidiary EFUSA and 817 of whom are employed through the Company’s wholly owned, indirectly held subsidiary Base Resources. The Company’s operations in the U.S. are located in established mining areas where sufficient qualified personnel are available to support the Company’s business plans. In Kenya 43 Table of Conten t s and Madagascar, where mining and development activities are conducted through Base Resources, the Company has recruited and trained sufficient personnel to execute its business plans. Energy Fuels is an equal opportunity employer and is committed to making employment decisions based on valid job requirements, without regard to race, color, national origin, gender, religion, age, sex, sexual orientation, gender identity or expression, disability, veteran status or any other legally protected status. The Company also provides reasonable accommodations for qualified individuals in the U.S. with known disabilities and for employees whose religious beliefs require accommodation, unless doing so would result in undue hardship to the Company or pose a direct threat to health or safety, and is evaluating the extent to which these policies can be applied to its non-U.S. employees. The Company actively engages with the Board to continually improve diversity, equity and inclusion. Pursuant to the Company’s Diversity Policy, Energy Fuels’ Governance and Nominating Committee (the “ GN Committee ”) is required to monitor, on an ongoing basis, the implementation and effectiveness of the Diversity Policy and to, at least annually, assess: (i) the mix of diversity, skill and expertise on the Board and the executive team; (ii) the measurable objectives set pursuant to the policy; and (iii) progress in achieving such objectives, including any targets, if set. As part of its annual assessment, the GN Committee reviews the Diversity Policy for relevance and effectiveness, as well as any new shareholder advisory guidelines, TSX and NYSE American corporate governance guidelines and changes in legal requirements, and provides recommendations to the Board for approval and disclosure. Available Information Detailed information about Energy Fuels is, and will continue to be, included in our annual reports on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedules 14A and other reports, and amendments to those reports that we file with or furnish to the SEC and, for Canadian purposes, the OSC. The Company is a U.S. domestic issuer for SEC reporting purposes, most of its shareholders are U.S. residents, the Company is required to report its financial results under U.S. GAAP and its primary trading market is the NYSE American. However, prior to January 1, 2016, we were a foreign private issuer subject to limited periodic disclosure and current reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), so we did not file Forms 10-K or 10-Q prior to January 2016. All such Forms 10-K, 10-Q and 8-K, including any amendments to such reports, filed after January 1, 2016 are available free of charge on our website at www.energyfuels.com as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the SEC. However, our website and any contents thereof should not be considered to be incorporated by reference into this Annual Report. In addition, all public filings, including Insider Reports, of the Company can be found on the SEC’s Electronic Data Gathering, Analysis, and Retrieval Next (“ EDGAR Next ”) platform, and on the OSC’s System for Electronic Data Analysis and Retrieval + (“ SEDAR+ ”) and System of Electronic Disclosure by Insiders (“ SEDI ”). We will furnish copies of such reports free of charge upon written request to our Investor Relations department. You can contact our Investor Relations department at: Energy Fuels Inc. 225 Union Blvd., Suite 600 Lakewood, Colorado 80228 USA Tel: 303.974.2140 Fax: 303.974.2141 Toll Free: 1.888.864.2125 E-mail: investorinfo@energyfuels.com Additionally, our Articles of Incorporation and By-laws, Charters of the Audit, Compensation, GN and EHSS Committees, Sustainability Report, and the majority of our Company policies are available on our website. We will furnish copies of such information free of charge upon written request to our Investor Relations department. 44 Table of Conten t s ITEM 1A. RISK FACTORS The following information pertains to the outlook and conditions currently known to Energy Fuels that could have a material impact on its financial condition. Other factors may arise in the future that are currently not foreseen by management of Energy Fuels that may present additional risks, including risks that the Company currently feels are immaterial. Current and prospective shareholders of Energy Fuels should carefully consider these risk factors when making investment decisions. Our failure to successfully address any of the risks and uncertainties described below could have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our Common Shares may fluctuate widely. We cannot assure you that we have or will successfully or fully address these risks or other unknown risks that may affect our business. Risks Related to our Industry We are subject to the risks normally encountered by companies in the mineral extraction industry. We are subject to the risks normally encountered by companies in the mineral extraction industry, such as: • the discovery of unusual or unexpected geological formations, and variations in ore radiation levels; • wild/bushfires, floods, earthquakes, tornados, tropical cyclones, droughts, landslides and other natural disasters; • accidental fires, unplanned power outages and water shortages; • controlling water, emissions and other similar mining hazards; • operating labor disruptions and labor disputes; • the ability to obtain and maintain suitable or adequate machinery, equipment or labor; • our liability for potential or existing pollution or other hazards; and • other known and unknown risks involved in the conduct of exploration, development and operation of mines, E&R facilities and mills, and metals and alloys plants (pending the successful acquisition of ASM), along with the markets for uranium, rare earths, vanadium, HMS and metals and alloys. The development of mineral properties is affected by many factors, including, but not limited to: the cost of operations; variations in the grade of mineralized material; fluctuations in metal markets; costs of extraction and processing equipment; availability of equipment and labor; labor costs and possible labor strikes; government regulations, including without limitation, regulations relating to taxes, royalties, allowable extraction or production, and importing and exporting of minerals; government actions, including without limitation the establishment or expansion of mineral withdrawals, parks and monuments; land exchanges; foreign exchange; employment; worker safety; transportation; and environmental protection. Our results of operations are significantly affected by the market prices of uranium, vanadium, rare earth elements and heavy mineral sands, which are cyclical and subject to substantial price fluctuations. Our earnings and operating cash flow are and will be particularly sensitive to the long- and short-term changes in the market prices of uranium, vanadium, REEs, metals and alloys, and HMS and their components, including the prices for ilmenite, rutile and zircon, which could impact planned production levels or the feasibility of production of HMC and monazite from our Bahia Project, Vara Mada Project, the Donald Project and any other HMS projects, and which could impact monazite supply for our RE Carbonate and separated REE production. Among other factors, these prices also affect the value of our Mineral Resources, Mineral Reserves and inventories, as well as the market price of our Common Shares. Market prices are affected by numerous factors beyond our control. With respect to uranium, such factors include, among others: demand for nuclear power; political and economic conditions in uranium producing and consuming countries; public and political response to a nuclear incident or fear of a nuclear incident; reprocessing of used reactor fuel, the re-enrichment of depleted uranium tails and the enricher practice of underfeeding; sales of excess civilian and military inventories (including from the dismantling of nuclear weapons; the premature decommissioning of nuclear power plants; and from the build-up of Japanese utility uranium inventories as a result of the Fukushima incident) by governments and industry participants; uranium supply, including the supply from other secondary sources; production levels and costs of production, and government actions such as, for instance, any plans included in a U.S. president’s fiscal budget and those taken pursuant to the U.S. Uranium Reserve Program, as defined below under “ Risks Relating to Our Regulatory Environment .” With respect to vanadium, such factors include, among others: demand for steel; the potential for vanadium to be used in advanced battery technologies; political and economic conditions in vanadium producing and consuming countries; world production levels; and costs of production. With respect to REEs, such factors include, among others: demand for REEs; political and economic conditions in REE producing and consuming countries; REE-bearing ore supply from secondary sources; international interest in the purchase of RE Carbonate, separated REE oxides and other REE products, absent a U.S.-based separation facility; public and political response to REE initiatives at the Mill; governmental investment in domestic REE infrastructure; world production 45 Table of Conten t s levels; costs of production; risks associated with foreign governmental actions, policies, laws, rules, regulations and foreign state subsidized enterprises, with respect to REE production and sales, which could impact REE prices available to the Company and impact our access to world and domestic markets for the supply of REE-bearing ores and the sale of RE Carbonate, REE oxides, and other REE products and services to world and domestic markets; and other government actions, including licensing and import requirements. With respect to HMS, such factors include, among others: demand for titanium minerals and zircon; political and economic conditions in HMS producing and consuming countries; other government actions, including licensing and import requirements; geopolitical factors; world production levels; exploration, mining, processing, refining and other costs of production; grades of HMS ore bodies being mined; scale of mining method; growth in end-use demand for titanium minerals and zircon, including GDP growth in consuming countries; available mineable deposits and upgrading facilities; currency fluctuations; and other market demand and supply dynamics. With respect to metals and alloys, such factors include, among others: 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; competition from other producers; government and political actions or inactions; and risks associated with carrying on business in foreign jurisdictions, including the risk of expropriation; market factors, including future demand for metals and alloys products. Other factors relating to the prices of uranium, vanadium, REEs, HMC, HMS products and metals and alloys include: levels of supply and demand for a broad range of industrial products; substitution of new or different products in critical applications for our existing products; expectations with respect to the rate of inflation; the relative strength of the U.S. dollar and of certain other currencies; tariffs, subsidies or other trade barriers; interest rates; global or regional political or economic crises; regional and global economic conditions; and sales of our Goods and services, and HMC, HMS and metals and alloys products by holders in response to such factors. If prices are below our cash costs of extraction or recovery and remain at such levels for any sustained period, we may determine that it is not economically feasible to continue commercial extraction, recovery or processing at any or all of our projects or other facilities and may also be required to look for alternatives other than cash flow to maintain our liquidity until prices recover. Our expected levels of uranium, vanadium, REE, HMC and HMS product recovery, metals and alloys production (pending the successful acquisition of ASM) and other business activity are dependent on our expectation and the industry’s expectations of product prices of our Goods, which may not be realized or may change. In the event we conclude that a significant deterioration in our expected future Goods prices has occurred, we will assess whether an impairment allowance is necessary which, if required, could be material. The recent fluctuations in the price of many commodities is an example of a situation over which we have no control, and which could materially adversely affect us in a manner for which we may not be able to compensate. There can be no assurance that the price of any minerals recovered from or processed at our properties will be such that any deposits can be operated at a profit. Our profitability is directly related to the market prices of Goods recovered. We may, from time to time, undertake commodity and currency hedging programs with the intention of maintaining adequate cash flows and profitability to contribute to the long-term viability of the business. We anticipate selling forward in the ordinary course of business if, and when, we have sufficient assets and recovery to support forward sale arrangements and forward sale arrangements are available on suitable terms. There are, however, risks associated with forward sale programs. If we do not have sufficient recovered product to meet our forward sale commitments, we may have to buy or borrow (for later delivery back from recovered product) sufficient product in the spot market to deliver under the forward sales contracts, possibly at higher prices than provided for in the forward sales contracts, or potentially default on such deliveries. In addition, under forward contracts, we may be forced to sell at prices that are lower than the prices that may be available on the spot market when such deliveries are completed. Although we may employ various pricing mechanisms within our sales contracts to manage our exposure to price fluctuations, there can be no assurance that such mechanisms will be successful. There can also be no assurance that we will be able to enter into additional term contracts for future sales of Goods at prices or in quantities that would allow us to successfully manage our exposure to price fluctuations. The majority of our properties do not contain Mineral Reserves under S-K 1300 and NI 43-101, and some of the Company’s properties, projects and facilities may not be economic at any point in time or at all. Only three of our properties – the Vara Mada, Pinyon Plain and Sheep Mountain Projects – contain Mineral Reserves under SEC S-K 1300 and NI 43-101 as well as the Donald Project, in which we own a 9.48 % interest as of December 31, 2025. See Item II. Cautionary Note to Investors Concerning Disclosure of Mineral Resources and Reserves . Depending on the price(s) of Goods, some or all of our properties, projects and facilities may not be economic for uranium, vanadium, REE or HMC or HMS product extraction or recovery or for the processing of Goods (including metals and alloys) at any point in time. Generally, we intend to continue to hold, and in certain cases advance, properties, projects and facilities which may not be economic at any point in time in anticipation of possible future increases in the prices of our Goods, as the case may be. However, in those circumstances, there can be no assurance at any time that such prices will ever, or within a reasonable time period, increase to 46 Table of Conten t s the levels required to advance those properties or, in the case of projects or facilities on standby, to resume exploration, extraction, recovery or processing activities at those projects or facilities. In the event of depressed commodity prices, we would continue to hold our standby properties, projects and facilities because we believe that prices are likely to rise, to such levels within a reasonable time period to justify future production. This ability to maintain scalability as commodity prices increase is a key component of our business strategy. However, as there is a cost associated with holding and, in some cases, maintaining such properties, projects and facilities on standby during periods of depressed commodity prices, in those circumstances we continuously evaluate, on a case-by-case basis, such costs against the prospects for price increases, and may from time to time sell, drop or reclaim any such properties, projects or facilities. Mining on properties having no known Mineral Resources or Mineral Reserves is inherently speculative and may not prove to be economic at any point in time or at all. Mining is an inherently speculative business. Some of the properties on which we have the right to mine are not known to have any Mineral Reserves or Mineral Resources. There is a possibility that we will not discover uranium, vanadium, REEs and/or HMS, on any or all of our properties which can be mined or extracted at a profit at any point in time or at all. Even if we do discover and mine such minerals, the deposits may not be of the quality or size necessary for us or a potential purchaser of the property to make a profit from mining it. Few properties that are explored are ultimately developed into producing mines, and mines that are developed may not be profitable. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor, as well as all necessary licenses and permits, are just some of the many risks involved in mineral exploration programs and their subsequent development. However, we may elect, now or in the future, to proceed with the extraction of minerals on one or more of those projects without having completed the technical work required to declare a Mineral Reserve. If we are then unable to extract uranium, vanadium, REEs, HMC and/or HMS products, in commercially viable quantities, the capital investment of mining such properties may be lost and could materially impact our business. Exploration, development, extraction, mining, recovery and milling of minerals, and the transportation and handling of the products recovered, are subject to extensive international, federal, state and local laws and regulations. These regulations govern, among other things: acquisition of the property or mineral interests; maintenance of claims; tenure; expropriation; prospecting; exploration; development; construction; extraction and mining; recovery, processing, milling and production; price controls; exports and imports; taxes and royalties; labor standards; occupational health; waste disposal; toxic substances; water use; land use; American Indian or other foreign indigenous peoples consultations and accommodations; environmental protection and remediation; endangered and protected species; mine, mill and other facility decommissioning and reclamation; mine safety; transportation safety and emergency response; and other matters. Compliance with such laws and regulations has increased the costs of exploring, drilling, developing, constructing, operating and closing of our mines, mills, plants and other extraction, recovery and processing facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact our decision as to whether to operate existing mines or facilities, or, with respect to exploration, development or construction properties, whether to proceed with exploration, development or construction. It is also possible that such laws and regulations may result in our incurring significant costs to remediate or decommission properties if it is determined they do not comply with applicable environmental standards at such time. We expend significant financial and managerial resources to comply with applicable laws and regulations. We anticipate continuing to do so as the historic trend toward stricter government regulation may continue. However, there can be no assurance that future changes in applicable laws and regulations or attitudes and interpretations relating thereto, will not adversely affect our activities, operations or financial condition. New laws and regulations, amendments to existing laws and regulations or changes in attitudes and interpretations resulting in more stringent implementation of existing laws and regulations, including through stricter license and permit conditions or changes in enforcement attitudes and interpretations, could have a material adverse impact on us, increase costs, cause a reduction in levels of, or suspension of, extraction or recovery and/or delay or prevent the construction or development of new mineral extraction properties. Mineral extraction is subject to potential risks and liabilities associated with impacts to the environment and the disposal of waste products occurring as a result of mineral exploration, extraction, mining, milling, recovery and production. Environmental liability may result from mining or mineral extraction activities conducted by others prior to our ownership of a property. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions. These actions may result in orders issued by regulatory or judicial authorities causing activities or operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Companies engaged in uranium, monazite, HMS or other exploration operations may be required to compensate others who suffer loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Should we be unable to fully fund the cost of remedying an environmental problem, the Company might be required to suspend activities or operations, declare bankruptcy or enter into interim compliance measures 47 Table of Conten t s pending completion of the required remedy, which could have a material adverse effect on the Company. To the extent that we are subject to uninsured environmental liabilities, the payment of such liabilities would reduce otherwise available earnings and could have a material adverse effect on us. In addition, we do not have coverage for environmental losses generally or for certain other risks as such coverage cannot be purchased at a commercially reasonable cost. Compliance with applicable environmental laws and regulations requires significant expenditures and increases mine and facility, construction, development and operating costs. While the very heart of our business – uranium production, which is the fuel for carbon-free, emission-free baseload nuclear power – and our recycling programs, help address global climate change and reduce air pollution, the world’s focus on addressing climate change will require the Company to continue to conduct all its operations in a manner that minimizes the use of resources, including the unnecessary use of energy resources, in order to continue to minimize air emissions at our facilities, which can also increase mine and facility, construction, development and operating costs. Regulatory and environmental standards may also change over time to address global climate change, which could further increase these costs. There is a risk that current and future government administrations will not support mining, uranium mining, metals and alloys production, nuclear energy or other aspects of our business and may limit, restrict or prevent the use of public lands for mining, milling, processing/production and other activities. The development of mineral properties and related facilities (including downstream facilities) is contingent upon governmental approvals that are complex and time consuming to obtain and that, depending upon the location of the project, involve multiple governmental agencies. The duration and success of such approvals are subject to many variables outside of our control. Any significant delays in obtaining or renewing permits or licenses in the future could have a material adverse effect on us. Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. In addition, the international marketing of uranium is subject to governmental policies and certain trade restrictions, such as those imposed by the suspension agreement between the U.S. and Russia. Changes in these policies and restrictions may adversely impact our business. Public acceptance of nuclear energy and competition from other energy sources is unknown. Growth of the uranium and nuclear industry will depend upon continued and increased acceptance of nuclear technology as an economic means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, including the risk of a nuclear incident and fears of nuclear incidents in the event of terrorism, wars, insurrections or natural disasters, the industry is subject to public opinion risks that could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. Nuclear energy competes with other sources of energy, including oil, natural gas, coal, hydroelectricity and renewable energy sources. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydroelectricity may result in lower demand for uranium concentrates. Increased government regulation and technical requirements may make nuclear energy uneconomic, resulting in lower demand for uranium concentrates. Technical advancements and government subsidies in renewable and other alternate forms of energy, such as wind and solar power, could make these forms of energy more commercially viable and put additional pressure on the demand for uranium concentrates. Unfavorable media coverage of mining or nuclear energy could negatively affect our business. The Company is subject to media coverage relating to mining and the production of uranium and other forms of nuclear energy, as well as the production of RE Carbonate, separated REEs and other REE products, HMC, HMS and metal and alloy products and the extraction and concentration of radioisotopes for use in TAT medical treatments, some of which can be inaccurate, non-objective or politically motivated. As a result, the Company is frequently required to address or respond to such media coverage, which can be costly and time-consuming for the Company. Such inaccurate and non-objective media coverage can also negatively impact public perception of the Company’s activities, the market for the Company’s securities, government relations, permitting activities and legal challenges. Potential impacts of public perceptions on our commercial relations. Given the controversial nature of the mining and nuclear industries, the Company is subject to the risk that suppliers, customers, co-venturers or other business relations may be discouraged from or decline to continue commercial relations with or enter into new commercial relations or arrangements with the Company due to fear of reprisals from the media, public or special interest groups based on public perceptions of the nature of the Company’s business or the nature or location of its assets, particularly driven by the ability of the media, public and special interest groups to influence public perceptions through the media, social media and the internet. 48 Table of Conten t s The uranium and REE industries are highly competitive. The international uranium industry, including the supply of uranium concentrates, is highly competitive. Our uranium business is in direct competition with: a relatively small number of publicly traded or privately funded uranium mining companies; nationally subsidized uranium companies; uranium produced as a byproduct of other mining operations; excess inventories, including inventories made available from decommissioning of nuclear weapons; reprocessed uranium and plutonium; used reactor fuel; and the use of excess Russian enrichment capacity to re-enrich depleted uranium tails. A large quantity of current world production is foreign state-subsidized and appears to be relatively inelastic in that uranium market prices appear to have little effect on the quantity supplied. In the case of foreign state-subsidized production, uranium production may not be fully subject to market factors and may be sold at prices that may be less, or even significantly less, than the costs of production. The supply of uranium from Russia is to some extent (and increasingly) impeded by a number of international trade agreements and policies. These agreements and any similar future agreements, governmental policies or trade restrictions are beyond our control and may affect the supply of uranium available in North America, Europe and Australia/New Zealand. We compete with other mining companies and individuals for capital, Mineral Resources and Mineral Reserves and other mining assets, which may increase the cost of acquiring suitable claims, properties and assets. We also compete with other mining companies to attract and retain key executives, employees and consultants. In addition, there are relatively few bona fide and legitimate customers for uranium. There can be no assurance that we will continue to be able to compete successfully with our competitors in acquiring such properties and assets or in attracting and retaining skilled and experienced employees. The REE industry is competitive, particularly to the extent it is dominated by China, which produces nearly 90% of refined REE products according to the International Energy Agency. Many Chinese companies are state-supported or subsidized, and Chinese companies bid aggressively to acquire monazite to feed this production. The Company competes with Chinese companies, and companies from other countries that are in or trying to break into the REE market, for sources of monazite, and will be expected to compete with Chinese companies and companies from other countries as they develop production capacity at the RE Carbonate crack and leach, REE separation, REE metal and alloy making, REE magnet making, and REE product marketing and sales stages of the REE supply chain, as well as for the acquisition of monazite and other mineral properties, for mining and exploration on such properties, and for the procurement of equipment, materials and personnel necessary to explore, develop and extract monazite from such properties. There is competition for a limited number of monazite and other REE feed acquisition opportunities, including competition with other companies having substantially greater financial resources, staff and facilities than the Company. As a result, the Company may encounter challenges in acquiring attractive properties and exploring and advancing properties currently in the Company’s portfolio. The Company believes that competition for acquiring monazite prospects and other REE feed materials, production of REE products and completing REE product sales will continue to be intense in the future. Mining operations involve a high degree of risk. The exploration, construction, development, operation and other activities associated with mineral projects, along with the expansion of existing recovery operations and mining activities and restarting of projects, involve significant risks, including financial, technical and regulatory risks. The development or advancement of any of the exploration properties in which we have an interest is contingent upon obtaining satisfactory exploration results, project permitting and licensing and financing. The exploration, construction, development, operation and other activities associated with mineral projects involves significant financial risks over an extended period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mine or other facility may result in substantial value, few properties that are staked and explored are ultimately developed into producing mines or extraction or recovery facilities. Major expenses may be required to establish Mineral Resources and Mineral Reserves by drilling and to finance, permit, license and construct extraction, mining, recovery and processing facilities. It is impossible to ensure that the current or proposed exploration, permitting, construction and development programs on our mineral properties will result in profitable commercial extraction, mining or recovery operations. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other things: the accuracy of Mineral Resource and Mineral Reserve estimates; the particular attributes of the deposit, such as its size, geology, grade and accessibility; the ability to economically recover commercial quantities of the minerals; proximity to necessary infrastructure and availability of personnel; financing costs; governmental regulations, including regulations relating to prices, taxes, reclamation bonds and royalties; the potential for litigation; land use; importing and exporting; and environmental and cultural protection, including but not limited to the governmental establishment of mineral withdrawals, parks and monuments and land exchanges. The construction, development, expansion and restarting of projects are also subject to: the successful completion of engineering studies with adequate results to proceed; the issuance of necessary governmental licenses and permits; the availability of adequate financing; engineering and construction timetables and capital costs being correctly estimated for our projects, including restarting projects on standby; and such construction timetables and capital costs not being 49 Table of Conten t s affected by unforeseen circumstances, including but not limited to delays due to litigation/injunctions. The effect of these factors cannot be accurately predicted, but the combination of these factors, along with others, may result in our not receiving an adequate return on invested capital. It is possible that actual costs and economic returns of current and new extraction, mining, or recovery operations may differ materially from our best estimates. It is not unusual in the mining industry for new mining operations and facilities to experience unexpected problems during the start-up phase, to take much longer than originally anticipated to bring them into a recovery or producing phase, to require more capital than anticipated, to operate at a higher cost than expected and/or to have reclamation liabilities that are higher than expected. There can be no assurance that, as the Company mines its properties or disposes of properties, the reduction of existing Mineral Resources and/or Mineral Reserves through depletion or sales will be replaced with new resources of comparable value. There is uncertainty in the estimation of Mineral Reserves and Mineral Resources. Only three of our properties – the Vara Mada, Pinyon Plain and Sheep Mountain mines – contain Mineral Reserves as defined under S-K 1300 and NI 43-101 as well as the Donald Project, in which we own a 9.48 % interest as of December 31, 2025. See Item II. Cautionary Note to Investors Concerning Disclosure of Mineral Resources and Reserves . Mineral Reserves and Mineral Resources are statistical estimates of mineral content pursuant to S-K 1300 and NI 43-101 based on limited information acquired, in large part, through drilling and other sampling techniques and require judgmental interpretations of geology. Successful extraction requires safe and efficient mining and processing. Our Mineral Reserves and Mineral Resources are estimates, and no assurance can be given that the estimated Mineral Reserves and Mineral Resources are accurate or that the indicated levels of uranium, vanadium, REEs, HMC or HMS products will be produced economically or otherwise. Actual mineralization or formations may be different than predicted. Further, it may be many years from the initial phase of drilling before production is possible and, during that time, the economic feasibility of exploiting a discovery may change. Mineral Reserve and Mineral Resource estimates for properties that have not commenced extraction, production or recovery are based, in many instances, on limited and widely spaced drill-hole information, which is not necessarily indicative of the conditions between and around drill holes. Accordingly, such Mineral Resource and Mineral Reserve estimates may require revision as more drilling information becomes available, as actual extraction, production or recovery experience is gained, and as methods and technologies develop further. It should not be assumed that all or any part of our Mineral Resources constitute, or will be converted into, Mineral Reserves. Market price fluctuations of uranium, vanadium, REEs, HMC or HMS products as applicable, as well as increased production and capital costs and/or reduced recovery rates, may render our proven and probable Mineral Reserves unprofitable to develop at a particular site or sites for periods of time or may render Mineral Reserves containing relatively lower grade mineralization uneconomic. Opposition to mining may disrupt our business activities. In recent years, governmental agencies, non-governmental organizations, individuals, communities and courts have become more vocal and active with respect to their opposition to certain mining and business activities, including with respect to production and uranium recovery at our facilities, such as the Mill and the Pinyon Plain Project, and exploration, permitting and development activities at our HMS projects in foreign countries such as Brazil and Madagascar. This opposition may take on forms such as road blockades, vandalism, threats and/or slander, applications for injunctions seeking to cease certain construction, development, extraction, mining and/or milling or recovery activities, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, government-imposed suspensions, issuances of unfavorable laws and regulations, changes in regulatory attitudes and interpretations and other rulings contrary to or otherwise harming our interests. These actions can occur in response to current activities or in respect of mines or facilities that are decades old. In addition, these actions can occur in response to our activities or the activities of other unrelated entities. Opposition to our activities may also result from general opposition to nuclear energy and mining. Opposition to our business activities are beyond our control. With the advent of social media and today’s access to information, non-governmental organizations around the world can more readily join together to solicit opposition on a world-wide basis to any of our operations or projects in the U.S. and around the world. Any opposition to our business activities may cause a disruption to our business activities and may result in increased costs and delays, which could have a material adverse effect on our business and financial condition. 50 Table of Conten t s We are subject to technical innovation and obsolescence. Requirements for our products and services may be affected by: technological changes in nuclear reactors, enrichment and used uranium fuel reprocessing; facilities and processes for REE and radioisotope recovery; and substitutes for REEs, HMC, HMS products and the radioisotopes the Company may potentially be producing. These technological changes could reduce the demand for our products and services and/or increase the supply of competitive products and services. The cost competitiveness of our operations may be impacted through the development and commercialization of other mining, milling, processing and other technologies. As a result, our competitors may adopt technological advancements that give them an advantage over the Company or that reduce the demand for the Company’s products and services or make them obsolete. Mining, extraction, recovery, processing, construction, development and exploration activities depend, to a substantial degree, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants affecting capital and operating costs for existing and planned operations. For the Vara Mada Project, the Donald Project and the Bahia Project, new infrastructure will need to be built to support activities. However, unusual or infrequent weather phenomena, including drought, flooding, sabotage, government and/or other interference in the maintenance or provision of such infrastructure could adversely affect our operations and activities, financial condition and results of operations. Mining, mineral extraction, recovery and milling are subject to a high degree of risk, and we are not insured to cover against all potential risks. Our operations and activities are subject to all the hazards and risks normally incidental to exploration, construction, development, extraction and mining of mineral properties, and recovery, processing and milling, including: environmental hazards; industrial accidents; labor disputes, disturbances and unavailability of skilled labor; encountering unusual or unexpected geologic formations; rock bursts, pressures, cave-ins and flooding; periodic interruptions due to inclement or hazardous weather conditions; technological and processing problems, including unanticipated metallurgical difficulties, ground control problems, process upsets and equipment malfunctions; tailings dam failures; the availability and/or fluctuations in the costs of raw materials and consumables used in our production and recovery processes; the ability to procure mining and other equipment and operating and other supplies in sufficient quantities and on a timely basis; and other extraction, mining, recovery, milling and processing risks, as well as risks associated with our dependence on third parties in the provision of transportation and other critical services. Many of the foregoing risks and hazards could result in damage to, or destruction of, our mineral properties or processing or recovery facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of extraction, mining, production and recovery from our mines or processing facilities or in our exploration, construction or development activities, delay in or inability to receive regulatory approvals to transport our uranium, vanadium, REE, HMC or HMS products, and costs, monetary losses and potential legal liability and adverse governmental action. In addition, due to the radioactive nature of the materials handled in uranium and monazite extraction, mining, recovery, processing and transportation (both trucking and shipping), additional costs and risks are incurred by us on a regular and ongoing basis. While we may obtain insurance against certain risks in such amounts as we consider adequate, the nature of these risks are such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which we cannot insure or against which we may elect not to insure. The potential costs that could be associated with any liabilities not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our future earnings, financial position and competitive position. No assurance can be given that such insurance will continue to be available or will be available at economically feasible premiums or that it will provide sufficient coverage for losses related to these or other risks and hazards. This lack of insurance coverage could result in material economic harm to us. Risks associated with our REE business There are a number of risks inherent to our REE activities, which, in addition to other applicable risks described in this Item 1A – Risk Factors, include the following: • The risk of achieving and maintaining an adequate supply of monazite and/or other REE feed for processing at the Mill. Although the Company has acquired the Bahia Project, it is currently at the exploration and permitting stage and is not an operating mine. The same consideration applies to the Vara Mada Project and the Donald Project, although both the Vara Mada Project and the Donald Project are at a more advanced stage, they are not operating mines at this time. As a result, the Company does not currently own its own operating monazite-bearing mine(s) and is completely dependent on contractual arrangements for its REE feed sources at this time. There can be no guarantee that the 51 Table of Conten t s Company will be able to secure adequate monazite supply or other REE feed sources over the long-term at suitable prices or that the Bahia Project, Vara Mada Project or the Donald Project will be developed into operating monazite-producing mines. In addition, the price the Company may be required to pay for monazite sands and other REE feedstocks is subject not only to commercial factors but also to the risk of influence by foreign policy and/or foreign state-owned enterprises. We will evaluate potential acquisitions of additional mines or resource properties and joint ventures with mine or resource property owners, but there can be no guarantee that any such acquisitions or joint ventures can be realized on acceptable terms. Further, to the extent the Company is required to purchase monazite ore or other REE feed sources, we may be at a transportation cost disadvantage compared to processing facilities in China or elsewhere that may be closer to potential ore sources; • The risk of being able to contract to sell the Mill’s REE products at satisfactory prices. The Company intends to secure potential sales contracts with NdPr and other REE oxide users for any separated NdPr, REE oxides and other REE products produced by the Company, but there can be no guarantee that any such contracts will be entered into on satisfactory terms, or at all, in the future. If the Company is not able to secure adequate contracts for the sale of its separated NdPr, REE oxides or other REE products, we may be required to hold our separated NdPr, REE oxides and other REE products in inventory until they can be sold at reasonable prices, which would require the commitment of the Company’s cash resources while the REE product is being held in inventory. We would also bear the risk that the REE product may not be able to be sold at reasonable prices in the future, either due to a lack of a market for the purchase of our separated NdPr, REE oxides or other REE products and/or a reduction in REE commodity prices and, hence, we bear the risk of a reduction in the value of our separated NdPr, REE oxides or other REE products. We anticipate that the U.S. government may take steps to support the development of a U.S. supply chain for REEs through price support or other mechanisms, but there can be no guarantee that any such support will be given, or if given, would benefit the Company; • The risk of process failures in the production of separated NdPr, REE oxides or other REE products, such as the Company’s ability to continue producing separated NdPr and to produce REE oxides and other REE products at commercial specifications and on a commercial scale at acceptable costs, which could prevent future commercial production of separated NdPr, REE oxides or other REE products at the Mill cost-competitively or at all; • The risk that we may not be able to increase our sources of natural monazite sands or other ores or feedstocks in amounts sufficient to sustain cost-competitive production of separated NdPr, REE oxides or other REE products at the Mill or elsewhere; • The inability of the Company to successfully or cost-competitively process other types of REEs and uranium-bearing ores and materials at the Mill, such as MREC or those produced from coal-based resources or Alternate Feed Materials; • The inability of the Company to successfully enhance and modify existing Mill facilities to commission or otherwise construct and operate its planned expansion of its Phase 1 Circuit and/or its Phase 2 Circuit at the Mill, and potentially other downstream REE activities, including metal-making and alloying, in the future at the Mill or elsewhere, at acceptable costs or at all; • The risk of: permit and license challenges, the failure to obtain or retain any needed permit or license amendments, or changes in regulatory attitudes or interpretations. The Mill can produce RE Carbonate and/or separated NdPr, from uranium- ore and REE-bearing monazite sand ores, but additional permitting or licensing will be required to develop the Company’s planned Phase 1 Circuit expansion and Phase 2 Circuit and may be required to develop potential REE metal and metal alloy facilities at the Mill or elsewhere. The existing licensing regime and any new or existing permits or licenses or amendments that may be required are subject to challenge, which could delay or prevent existing production or any new construction, as well as any separation and other activities; • The current shortage of supply of REEs and the resulting prices for REEs, and the fear that supplies of REEs may not be forthcoming on a timely basis to meet new demands for REEs, such as for permanent magnets for EVs and hybrid EVs, may encourage end-users to substitute away from REEs to advance and use other technologies to meet consumer demands for end products, which could result in a significant reduction in demand for and prices of REEs. Sustained reductions in the price of REEs would impact the Company’s returns from its REE initiatives and could render them infeasible; • The risk that further exploration, permitting and development work on the Bahia Project, Vara Mada Project and Donald Project may result in a determination by the Company that developing a mine on any of those properties is not feasible; • The risks associated with HMC or HMS product production at the Company’s Bahia Project, Vara Mada Project, Donald Project or any other HMS project acquired by the Company in the future, and the risks associated with HMC and HMS product pricing could impact the profitability of mining any of the Company’s Bahia Project, Vara Mada Project and Donald Project or any such other HMS projects, which could impact the supply of monazite available to the Company from such projects; • The risk of conducting exploration and mining activities in Brazil, Madagascar or any other developing or less-developed country, including: the need to rely on English/Foreign Language translations provided by third parties; 52 Table of Conten t s variations in laws, labor practices, and social norms that could impact the Company’s ability to conduct business in a timely and effective manner; and delays caused by cross-border logistics, such as import and export processes; and • Increases in the supply of REEs through the addition of new mines and/or REE processing facilities could increase the global supply of REEs and reduce the price of REEs and REE products. Sustained reductions in the price of REEs would impact the Company’s returns from its REE initiatives and could render them infeasible. Risks Associated with our HMS Initiatives There are a number of risks inherent to our HMS activities, which, in addition to other applicable risks described in this Item 1A – Risk Factors, include the following: • Failure to integrate acquisitions, including the Bahia Project, Vara Mada Project, Kwale Project and the Company’s interest in the Donald Project, and/or incorrectly assess the value or risks associated with such and other potential acquisitions; • The risk that the Company will not be successful in working with the Government of Madagascar to agree upon and finalize fiscal and other terms applicable to the Vara Mada Project through an investment agreement, amendments to existing laws or other mechanisms as appropriate, and risks associated with the ability of the Company to maintain suitable fiscal terms or enforce any agreements with the Madagascar government over time; • The risk that monazite will not be added to the Vara Mada Project’s mining permit on a timely basis, or at all or that all permits or required updates to any permits are not obtained on a timely basis, or at all; • Risks associated with the reclamation and closure of the Kwale Project, including risks associated with the stability of tailings dams and other facilities; • Risks associated with a Brazilian federal or state government delineating new conservation units or environmental protection areas or implementing a management plans or other restrictions that could impact planned exploration or production at the Bahia Project; • Risks of challenges by special interest groups, political figures and other parties relating to our Bahia Project, Vara Mada Project, Kwale Project, Donald Project or any other HMS projects the Company may acquire or be associated with; • The risk that a positive FID will not be made for the Vara Mada Project, Donald Project or Bahia Project on a timely basis or at all, and that any or all of the Vara Mada Project, Donald Project and/or Bahia Project will not be developed; • Risks associated with fluctuations in price levels for HMC and HMS products, including the prices for ilmenite, rutile and zircon, which could impact planned production levels or the feasibility of production at any of our HMS projects; • Risks related to conducting business operations in foreign countries including: ◦ heightened risks of: expropriation of assets; business interruption; increased taxation; import/export controls; unilateral modification of concessions and contracts; changes in laws and regulations; changes in interpretations and/or the application of laws and regulations; and negotiating and maintaining satisfactory fiscal stability and other material arrangements and obtaining foreign country government approvals on a timely basis or at all; ◦ risks associated with difficulties obtaining or maintaining safe, secure and reliable access to properties in project areas to conduct data collection and other activities, including but not limited to access needed to support the collection of baseline, geotechnical or other data, due to crime, community unrest or opposition to the Company’s projects; ◦ geopolitical and country risks, including the risk of government instability and associated risks; and ◦ human rights-related risks associated with the conduct of business in foreign countries, including risks associated with potential occurrences of forced labor, child labor, sex trafficking and other human rights abuses that the Company may not be able to identify and address; and • Risks associated with our joint ventures, including risks associated with holding minority interests and managing relations with our joint venture partners. Risks Associated with our TAT Radioisotope Initiatives There are a number of risks related to our potential recovery of radioisotopes at the Mill for use in the development and production of emerging TAT cancer treatments, in addition to other applicable risks described in this Item 1A – Risk Factors, including: • The risk that the potential recovery of such radioisotopes at the Mill may not be technically feasible or that the radioisotopes may not meet commercial specifications; • The risk that such radioisotopes may not be economically feasible to produce or may not be able to be sold on a commercial basis at a sufficient price and quantity; 53 Table of Conten t s • The risk that the Company is not able to enter into commercial commitments for the sale of offtake of radioisotopes that are adequate to justify the capital and other expenditures required to produce the radioisotopes; • The risk that the Company may not be able to secure the reagents, materials, supplies and other components necessary for recovery of the radioisotopes on reasonable commercial terms or in adequate quantities; • The risk that all required licenses, permits and regulatory approvals may not be obtained on a timely basis or at all; • The risk that the medical isotopes derived from such radioisotopes produced at the Mill may not prove their efficacy at clinical trials and may not obtain all required approvals for commercial use; • The development of competing cancer treatment therapeutics that could render the TAT therapeutics less attractive or obsolete; • The current shortage of supply of such radioisotopes and the resulting prices for such radioisotopes, and the fear that supplies of the radioisotopes may not be forthcoming on a timely basis to meet new demands for cancer therapies, may encourage pharmaceutical companies to advance and use other technologies to meet consumer demands for end products, which could result in a significant reduction in demand for and prices of the radioisotopes the Mill is capable of producing. Sustained reductions in the price of such radioisotopes would impact the Company’s returns from its TAT initiatives and could render them infeasible; and • Increases in the supply of such radioisotopes through the addition of radioisotope processing facilities, including the permitting and retrofitting of other uranium mills for the recovery of radioisotopes, or through the sales of radioisotopes by various U.S. or foreign governments from government production or existing government stockpiles, could increase the global supply of such radioisotopes and reduce the price of the radioisotopes. Sustained reductions in the price of such radioisotopes would impact the Company’s returns from its TAT radioisotope initiatives and could render them infeasible. Risks Associated with our New Metals and Alloys Initiatives There are a number of risks related to our new metals and alloys initiatives, including: • The risk that our Scheme of Arrangement with ASM will not be completed on the terms previously announced or at all; • The risk that we are not able to successfully become the largest, fully-integrated "mine-to-metal and alloy" producer outside of China; • The risk that we are unable to close a critical strategic gap in global supply chains for magnet applications; • The risk that the Mill proves incapable of separating monazite into REE oxides for use in ASM’s metallization facilities; • The risk that we are not able to enhance vertical integration, margin capture, and/or market share across the REE value chain; • The risk that we are unable to sell REE products to end-users at multiple stages; • The risk that we are unsuccessful at addressing a lack of downstream REE refining and conversion capability; • The risk that ASM’s Dubbo Rare Earth Project (if successfully acquired) does not strengthen our pipeline of REE development projects; • The risk that our projects do not sufficiently supply the planned expansion of the White Mesa Mill; • The risk that ASM’s American Metals Plant does not provide Energy Fuels with a de-risked plan to construct a metals and alloys facility in the United States, whether capable of producing 2,000 tpa of alloy or at all; • The risk that we are unable to become the largest fully integrated producer of REE material outside of China, including for any or all of REE oxides, metals and alloys; • The risk that the ASM acquisition (if successful) does not benefit our shareholders, ASM’s shareholders and/or our collective valued customers; • The risk that we are unable to deliver an expanded suite of REE products; • The risk that we are unable to expand metal and alloy making in the U.S.; • The risk that ASM’s Dubbo project does not provide additional long-term REE development and growth opportunities to our existing mineral resource portfolio; • The risk that we are unable to capture accretive opportunities, differentiate ourself amongst our peers and/or ultimately provide unique value to customers in the ex-China rare earth supply chain; • The risk that our actions do not translate into increased margins, cash flows, or market share for the Company and our shareholders; • The risk that our exploration, permitting and/or development projects cannot be brought into commercial production; and • The risk that our investment in developing ASM’s Australian projects does not create skilled local jobs and/or boost the critical resources sector. 54 Table of Conten t s Risks Relating to our Regulatory Environment Our business is subject to extensive environmental regulations that may make exploring, mining or related activities expensive, and which may change at any time. We are required to comply with environmental protection laws and regulations and permitting requirements promulgated by federal agencies and various states, provinces, counties and local governments in the countries in which we operate and conduct our activities in connection with extraction, mining, recovery and milling operations. The uranium industry, including concentrating, handling and processing monazite, is subject not only to the worker health and safety and environmental risks associated with all mining activities, but also to additional risks uniquely associated with uranium extraction, mining, recovery and milling. We expend significant resources, both financial and managerial, to comply with these laws and regulations. The possibility of more stringent regulations exists in the areas of worker health and safety, storage of hazardous materials, standards for heavy equipment used in extraction, mining, recovery or milling, the disposition of wastes, the decommissioning and reclamation of exploration, extraction, mining, recovery, milling and in-situ sites, climate change and other environmental matters, each of which could have a material adverse effect on the cost or the viability of a particular project. We cannot predict what environmental legislation, regulations or policies will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted in the countries we operate. The recent trend in environmental legislation and regulation is generally toward stricter standards, and this trend is likely to continue in the future. This recent trend includes, without limitation, laws and regulations relating to air and water quality, mine and other facility reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands and cultural resources. These regulations may require the acquisition of permits or other authorizations for certain activities. These laws and regulations may also limit or prohibit activities on certain lands. Compliance with more stringent laws and regulations, changes in regulatory attitudes and approaches, as well as potentially more vigorous enforcement policies, stricter interpretation of existing laws and stricter permit and license conditions may necessitate significant capital outlays, may materially affect our results of operations and business or may cause material changes or delays in our intended activities. There can be no assurance of our continued compliance or ability to meet stricter environmental laws and regulations and permit or license conditions or changes in attitudes or interpretations relating thereto. Delays in obtaining permits and licenses could impact expected Goods’ production levels or increases in expected uranium, vanadium, REE, HMC and/or HMS product extraction or production levels. Our operations may require additional analyses in the future, including environmental, cultural, and social impact and other related studies. Certain activities require the submission and approval of environmental assessments or the more comprehensive environmental impact statements, and the like. We cannot provide assurance that we will be able to obtain or maintain all necessary permits that may be required to continue operations or exploration and development of our properties or, if feasible, to commence construction, development, operation or other activities relating to mining facilities at such properties on terms that enable operations or activities to be conducted at economically justifiable costs. If we are unable to obtain or maintain licenses, permits or other rights for construction, development and operation of our properties, or otherwise fail to manage adequately future environmental issues, our uranium, vanadium, REE, HMC and/or HMS product recovery operations and metals and alloys production and mining activities could be materially and adversely affected. Further, our business is subject to risks associated with increased regulatory requirements or changes in attitudes or interpretations relating thereto applicable to our operations in response to pressure from special interest groups or otherwise. Changes in regulatory requirements or changes in attitudes or interpretations relating to existing regulatory requirements could have a material adverse effect on our operations and financial condition. Our operations on U.S. federal lands may be impacted by mineral withdrawals or the designation of national monuments by the U.S. President or government, either of which could have significant impacts on the Company and our operations, as well as by other factors. Mining claims on U.S. federal lands are subject to mineral withdrawals by the federal government or the designation of national monuments by the President of the U.S. under the Antiquities Act. In both cases, the withdrawal or the designation of a national monument withdraws the area from location and entry under the Mining Law, subject to valid existing rights. What this means is that no new mining claims may be filed on the withdrawn or designated lands and no new plans of operations may be approved, other than plans of operations on mining claims that were valid at the time of withdrawal or designation and that remain valid at the time of plan approval. Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM or USFS, as applicable. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes discovery of a valuable mineral deposit. We believe that all our material Arizona Strip projects are on valid mining claims that would withstand a mineral examination. Mineral claims that are in the exploration stage and upon which economic deposits have not yet been 55 Table of Conten t s delineated are generally prevented from proceeding to the plan of operations stage during the withdrawal period or indefinitely in the case of the designation of a national monument. See the discussions under Part I, Item 1. Description of Business - U.S. Land Tenure , above, for a discussion on the recent Grand Canyon withdrawal and designation of the Ancestral Footprints of the Grand Canyon National Monument in Arizona and the Bears Ears National Monument in Utah, none of which are believed to have significant impacts on the Company at this time, but which have the potential to significantly impact the Company in the future. In addition to the Grand Canyon withdrawal and the Ancestral Footprints of the Grand Canyon National Monument and Bears Ears National Monument, there are currently other designated or proposed withdrawals of federal lands for the purposes of mineral location and development and proposed designations of national monuments. While such proposals are not yet final and would require further federal action, if they were to occur, it is uncertain whether any such withdrawals or designations would affect in any manner our current mineral projects. Any future withdrawal of mineral lands from location and entry or future designation of additional national monuments has the potential to prevent further development on exploration stage claims held by the Company in the affected area as well as the potential for the Company to lose the ability to continue to develop mining operations on other claims in the affected area if a mineral examination indicates the deposit is uneconomical and that the claim is not valid, either of which could have significant impacts on the Company. The risks of exchanges of state-owned lands in mineral withdrawal areas or national monuments for federal lands outside the withdrawal area or national monument but that are within the boundaries of and affect any of our properties, or similar actions, could adversely impact our affected properties or our ability to operate our affected properties. Possible amendments to the U.S. General Mining Law or other laws could make it more difficult or impossible for us to execute our business plan. Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the U.S. Mining Law, as amended. Such bills have proposed, among other things, to (i) either eliminate or greatly limit the right to a mineral patent; (ii) significantly alter the laws and regulations relating to uranium mineral development and recovery from unpatented and patented mining claims; (iii) impose a federal royalty on production from unpatented mining claims; (iv) impose time limits on the effectiveness of plans of operation that may not coincide with mine or facility life; (v) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims; (vi) establish a mechanism that would allow states, localities and American Indian tribes to petition for the withdrawal of identified tracts of federal land from the operation of the U.S. general mining laws; and (vii) allow for administrative determinations that mining or similar activities would not be allowed in situations where undue degradation of the federal lands in question could not be prevented. If enacted, such legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop locatable mineral resources on our patented and unpatented mining claims. Although it is impossible to predict at this point what any legislated royalties might be, enactment could adversely affect the potential for construction and development and the economics of existing operating mines and facilities. Passage of such legislation could adversely affect our financial performance. The EPA has in recent years announced an intention to propose new rules that, if promulgated, could result in increases in mine surety arrangements to cover currently non-existing and unidentified potential future environmental costs, which could severely impact or render infeasible many existing or prospective mining operations. EPA dropped this proposal after considering comments received during the public participation process. Nevertheless, there is a risk that similar regulations could be proposed in the future, which could have significant impacts on the Company and the mining industry as a whole. The SEC’s disclosure requirements for Mineral Reserves and Mineral Resources, as codified in Subpart 1300 of Regulation S-K 1300, create ambiguity for issuers required to comply with both the requirements of S-K 1300 and NI 43-101, and may result in increased compliance costs for the Company. S-K 1300, as promulgated by the SEC and effective starting in 2021, requires that the Company disclose specific information related to its material mining operations, including its Mineral Resources and Mineral Reserves. While S-K 1300 is substantively the same as NI 43-101, it is relatively new compared to NI 43-101 and, thus, remains subject to unknown interpretations that could require the Company to incur substantial costs associated with compliance. Where substantive disclosure in one regulatory scheme is more restrictive/stringent than in the other, the Company opted to take the more restrictive/stringent approach in its technical reports. NI 43-101 has a prescribed format, whereas S-K 1300 does not; as such, the Company’s technical reports follow the formatting requirements of NI 43-101. Any further revisions to, or interpretations of, S-K 1300 or NI 43-101 could result in the Company incurring unforeseen costs associated with compliance, both in the U.S. and in Canada. 56 Table of Conten t s We are a “large accelerated filer” and are subject to a fully integrated audit pursuant to the Sarbanes-Oxley Act. The Company is a “large accelerated filer,” meaning that, as of December 31, 2025: (i) we had a public float of $700 million or more as of the most recently completed second fiscal quarter; (ii) we had been subject to the requirements of the Exchange Act Section 13(a) or 15(d) for a period of at least 12 calendar months; (iii) we filed at least one annual report pursuant to the Exchange Act Section 13(a) or 15(d), and (iv) we were not eligible to use the requirements for “smaller reporting companies” under the applicable revenue test. As such, we are subject to a fully integrated audit pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, in order to assess, as of the most recent fiscal year-end, the effectiveness of the Company’s internal control structure and procedures for financial reporting, as reported in an audit report of our independent public accounting firm. As a result, there are risks that one or more significant deficiencies or material weaknesses may be identified in the Company’s internal controls and procedures requiring remediation. Our future business and results of operations face uncertainties as a result of any action or inaction of the U.S. Government pursuant to its U.S. Uranium Reserve Program. On December 27, 2020, the COVID-Relief and Omnibus Spending Bill, which included $75 million for the proposed establishment of a strategic U.S. uranium reserve, was signed into law (the “ U.S. Uranium Reserve Program ”). While the U.S. Uranium Reserve Program has made a number of appropriations, with the Company having sold some of its uranium inventory into the U.S. Uranium Reserve Program in 2023, there remains a risk that, if any future required appropriations passed by the U.S. Congress are deferred, or if they are implemented in a way that does not provide the required support for the Company’s activities, and uranium and vanadium markets do not support production activities and/or the Company’s REE and TAT initiatives are not adequate to otherwise sustain the Company’s other business activities, we may reduce our operational activities, including potentially monetizing certain non-core assets as required in order to minimize our cash expenditures while preserving our core asset base for increased production in the future as market conditions may warrant. Participation in Industry Trade Petition and related activities could have negative repercussions. The Company has previously participated in industry trade petitions, including in particular the filing of an industry trade petition under Section 232 of the Trade Expansion Act of 1962 (as amended) From Imports of Uranium Products that Threaten U.S. National Security with the U.S. Department of Commerce (“ DOC ”), and may choose to participate in similar undertakings now or in the future as it deems necessary and appropriate. Although the Company believes the bipartisan appropriation was a significant accomplishment that has directly benefited Energy Fuels through the U.S. Uranium Reserve Program's first round of contract awards and that will ultimately strengthen the U.S. uranium mining industry, bolster national defense, and improve supply diversification for U.S. utilities and their customers, there is a risk that future contract awards, if any, may be given in a way that does not benefit the Company. There is also the potential for negative responses or repercussions to Energy Fuels' receipt of any such U.S. Uranium Reserve Program contract awards from various special interest groups, government entities, consumers of uranium and participants in other phases of the nuclear fuel cycle, both domestically and abroad, which could have a negative impact on the Company and its operations. In addition, the costs of pursuing such actions have been and could continue to be significant. Participation in the renewal of the Russian Suspension Agreement and related activities could have negative repercussions. In October 2020, the DOC and the State Atomic Energy Corporation Rosatom, acting on behalf of the Government of the Russian Federation, together signed an amendment (the “ Russian Amendment ”) to the “Agreement Suspending the Antidumping Investigation on Uranium from the Russian Federation” (the “ Russian Agreement ”), thereby extending limitations on the import of Russian LEU into the U.S. for use as fuel for nuclear reactors until the year 2040 and tightening restrictions in order to close loopholes identified in the original Russian Agreement. The Company participated with the DOC in its efforts to secure the Russian Amendment as an advocate for domestic uranium producers, which has the potential for negative responses or repercussions to these activities from various special interest groups, government entities, consumers of uranium and participants in other phases of the nuclear fuel cycle, both domestically and abroad, and could thereby negatively impact the Company and its operations. The new or lasting impacts of the USMCA (formerly NAFTA) on the Company remain unclear, and any action by the President of the United States to withdraw from or materially modify certain other international trade agreements in the future could adversely affect our business, financial condition and results of operations, to the extent dependent on the jurisdiction of our incorporation. 57 Table of Conten t s Although our primary trading market is the NYSE American, a majority of our outstanding voting securities are held by U.S. residents, we are a U.S. domestic issuer for SEC reporting purposes, and the Company’s head office is located in the U.S., the Company is incorporated in Ontario, Canada. On September 30, 2018, trade representatives acting on behalf of the U.S., Mexico and Canada renegotiated the terms of the North American Free Trade Agreement (“ NAFTA ”) in what is known as the United States-Mexico-Canada Agreement (“ USMCA ”), which entered into force on July 1, 2020 after being approved by the U.S. Congress. At this time, the new or lasting impacts of the USMCA on the Company remain unclear. In addition, if the President of the U.S. takes action to withdraw from or materially modify certain other international trade agreements, and such actions depend on the jurisdiction of our incorporation, then our business, financial condition and results of operations could possibly be adversely affected, depending on the nature of the action. Risks Related to Our Business Some of our mineral properties may never be put into a state of production. In addition to the Vara Mada Project and Donald Project as described below, depending on REEs, HMS, uranium and vanadium prices, some of our mineral properties may never be put into a state of production. Only three of our properties – the Vara Mada, Pinyon Plain and Sheep Mountain mines – contain Mineral Reserves as defined under S-K 1300 and NI 43-101 as well as the Donald Project, in which we own a 9.48 % interest as of December 31, 2025. Because the probability of an individual prospect ever having Mineral Reserves as defined by S-K 1300 and NI 43-101 is uncertain, our other properties may not contain any Mineral Reserves. Even if Mineral Reserves are identified, depending on commodity prices, we may not put a property into a state of production due to insufficient capital or other reasons. Any funds spent on exploration, construction, development, E&R on any properties that are not put into production may be lost. We do not know with certainty that economically recoverable uranium. Vanadium, REEs, HMC or HMS products, as applicable, exist on all of our properties as defined by S-K 1300 and NI 43-101. Further, although we are undertaking uranium extraction activities at our Mill and are mining at several of our properties at current commodity prices, our lack of established Mineral Reserves on a number of our properties means that we are uncertain as to our ability to continue to generate revenue from our operations. We may never discover additional uranium, vanadium, REEs, HMC or HMS products in commercially exploitable quantities, and, depending on commodity prices, our identified deposits currently classified as Mineral Resources may never qualify as commercially mineable Mineral Reserves. We will continue to attempt to acquire the surface and mineral rights on lands that we think are geologically favorable or where we have historical information in our possession that indicates uranium, vanadium, REE and/or HMS mineralization might be present. The exploration and, if warranted, construction relating to or development of mineral deposits involves significant financial and other risks over an extended period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. Major expenditures are required to establish Mineral Reserves by drilling and to construct mining and processing facilities at a site. Our operations and activities are subject to the hazards and risks normally incident to exploration and production of uranium, precious and base metals, HMC and HMS products, any of which could result in damage to life or property, environmental damage and possible legal liability for such damage. While we may obtain insurance against certain risks, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which we cannot insure or against which we may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance, or in excess of insurance coverage, or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our future earnings and competitive position and, potentially, our financial viability. The Mill has historically been run on a campaign basis as sufficient feed materials are available, and there can be no assurance that sufficient mill feed will be available in the future to sustain future campaigns. The Mill has historically operated on a campaign basis, whereby mineral processing occurs as mill feed, cash needs, contract requirements and/or market conditions may warrant. Each milling campaign is subject to receipt of sufficient mill feed that would allow us to operate the Mill on a profitable basis and/or recover a portion of its standby costs. Due to significantly improved uranium prices in 2023, three of the Company’s conventional mines were brought back into operation near the end of the year, with the remaining conventional properties remaining either on standby, in the evaluation and permitting phase, undertaking rehabilitation and preparedness work or inactive. However, in times of depressed commodity prices when conventional mine production is entirely or significantly on standby, the Mill has relied primarily on processing Alternate Feed Materials and has also recycled tailings pond solutions for the recovery of uranium and vanadium. The Company continuously seeks to identify and secure additional Alternate Feed Materials and other sources of mill feed, such as materials from the cleanup of AUM sites. The Company is also continuing with its commercial production of separated NdPr and is in the process of permitting and developing its planned Phase 1 Circuit expansion and Phase 2 Circuit to allow for the 58 Table of Conten t s expanded separation of REE oxides. However, there can be no assurance that sufficient conventional ores, Alternate Feed Materials, suitable tailings pond solutions, monazite, REEs and/or other sources of mill feed will be available in the future, or that our planned increases to production of separated REE oxides will be successful, so as to allow us to operate the Mill on a profitable basis and/or recover a portion of the Mill’s standby costs at any time. There can be no guarantee that we will be able to enter into additional new term sales contracts in the future for our Goods on suitable terms and conditions. The Company has six long-term sales contracts with U.S. nuclear utilities as of December 31, 2025 and is continuing to strategically pursue additional uranium sales commitments with pricing expected to have both fixed and market-related components. The Company believes that recent price increases, volatility and focus on security of supply in light of Russia’s ongoing invasion of Ukraine have increased the potential for the Company to make uranium sales and procure additional term sales contracts with utilities at pricing that sustains production and covers corporate overhead. However, there can be no guarantee that the Company will be able to enter into additional long-term contracts for the delivery of significant amounts of uranium at satisfactory prices in the future. Suitable fixed-price long-term contracts for vanadium, HMC and HMS products are generally not available and, generally, contracts for the sale of REE oxides and other REE products vary with the prices of REEs. Thus, there can be no guarantee that the Company will be able to enter into long-term contracts for the delivery of significant amounts of any of our Goods at satisfactory prices in the future. The failure to enter into new term sales contracts on suitable terms could adversely impact our operations and mining activity decisions and resulting cash flows and income. Vanadium mineral resource estimates for the La Sal Complex are based in part on Mill production records. For the Company’s La Sal Complex uranium-vanadium property, vanadium assay results are not available for all drill holes such that the vanadium mineral resource estimate is in part based on a ratio of vanadium to uranium supported by actual mill production records from the Mill. There is a risk that the use of a ratio based on Mill production records may increase the potential uncertainty in vanadium grades. We face risks associated with the closure of Kwale Operations. The closure of Kwale Operations and conclusion of mining and processing activities is subject to several risks for the Company including, but not limited to: • adequate financial provisioning for closure and rehabilitation; • environmental contamination, including soil erosion and water pollution; • potential harm to personnel on site during closure, including employees and contractors; • meeting and adherence to evolving regulations and standards, as well as international industry good practice; • managing community and Government relations and expectations and addressing any concerns; • technical challenges in implementing effective rehabilitation methods; • long-term monitoring as part of ensuring rehabilitation effectiveness and management of the tailings storage facility; • potential failure of long-term structures, such as tailings dams or other facilities; • maintaining public trust and social license through communication and engagement; and • resolving current and potential legal disputes on acceptable terms, including with community, government and government related bodies, third party royalty holders and site employees (for example, over contractual obligations, severance packages, and associated employment termination issues). We face risks associated with our ability to earn our 49% interest in the Donald Project Joint Venture. Our ability to earn up to a 49% interest in the Donald Project is dependent on the occurrence of a positive FID. The development of the Donald Project and the ability of the parties to approve the FID and to develop and operate the project is dependent on a number of factors including, but not limited to: • the project being fully permitted; • an evaluation of the economics of phase 1 of the Donald Project taking into account: the conclusions and recommendations in the Updated Phase 1 Definitive Feasibility Study; expected REE concentrate and HMC recoveries from the planned facilities; the development plan and budget for phase 1 of the Donald Project, and cash flow forecasts for both the joint venturers; • the Company having secured commitments for satisfactory offtake and/or sales agreements for the separated REE products expected to be produced at the Mill or otherwise by the Company from the Donald Project REE concentrate; • Astron and/or the joint-venture entity, Donald Project Pty Ltd, having secured commitments for satisfactory offtake and/or sales agreements for HMC; 59 Table of Conten t s • Donald Project Pty Ltd having secured commitments for non-recourse and/or government-backed debt financing for the project development costs required in addition to the Company’s AUS$183 million earn-in amount; • Donald Project Pty Ltd having secured certain land rights and/or access agreements for the project including its associated infrastructure; • Donald Project Pty Ltd maintaining and renewing tenements relating to the Donald Project, including MIN5532, the current term of which expires in 2030 (and, for phase 2 of the project, the conversion of RL2002 into a mining lease); • counter party risk in relation to Astron’s ability to perform its obligations under the Joint Venture Agreement; • obtaining all required local, state and federal consents and approvals required on a timely basis; and • securing construction and engineering contracts, as well as equipment and spare parts, on acceptable terms and in accordance with project requirements. We may be unable to raise debt financing as may be required or desirable. The Company may not be able to raise debt financing as may be required or desirable for planned expansion of our operations or for the development of projects with third parties in which we have a joint venture or other interest. The failure to raise debt financing on suitable terms or at all when required or desirable could have a material adverse effect on our operations and financial condition. We may not be able to enter into suitable offtake agreements to support project debt financing. We may be unable to timely pay our outstanding debt obligations, which may result in us losing some of our assets covered by mortgage and/or other security arrangements, and which may adversely affect our assets, results of operations and/or future prospects. We may from time to time enter into arrangements to borrow money in order to fund our operations and expansion plans, and such arrangements may include covenants that restrict our business in some way. We may also from time to time acquire properties whereby certain payment obligations owed to the seller are paid by us over time, with the seller’s sole remedy for non-payment by us being re-acquisition of the property. Events may occur in the future, including events out of our control, that would cause us to fail to satisfy our debt or financing instruments. In such circumstances, or if we were to default on our obligations under such debt or financing instruments, the amounts drawn in accordance with the underlying agreements may become due and payable before the agreed maturity date, and we may not have the financial resources to repay such amounts when due. Although all our U.S. reclamation obligations are bonded, and cash and other assets have been reserved to secure a portion but not all the bonded amounts, to the extent the bonded amounts are not fully collateralized, we will be required to provide additional cash to perform our reclamation obligations when they occur. In addition, the bonding companies have the right to require increases in collateral at any time, failure of which would constitute a default under the bonds. In such circumstances, we may not have the financial resources to perform such reclamation obligations or to increase such collateral when due. Not all our non-U.S. reclamation obligations are bonded, although the Company generally seeks to maintain a cash or other reserve to cover anticipated reclamation costs for all projects. To the extent reclamation obligations are not bonded or adequate cash or other reserves are not set aside to cover anticipated reclamation costs, the Company may not have the financial resources to perform such reclamation obligations. We may need additional financing in connection with the implementation of our business and strategic plans from time to time. The exploration, construction, development and acquisition of mineral properties and the ongoing operation of mines and other facilities, including the Vara Mada Project, the Donald Project, the Bahia Project, and the planned Phase 1 Circuit expansion and proposed Phase 2 Circuit at the Mill, requires a substantial amount of capital and may depend on our ability to obtain financing through joint ventures, debt financing, equity financing and/or other means. We may accordingly need further capital in order to take advantage of further opportunities or acquisitions. Our financial condition, general market conditions, volatile REEs, HMC, HMS product, uranium and vanadium markets, volatile interest rates, legal claims against us, a significant disruption to our business or operations, or other factors may make it difficult to secure financing necessary for the expansion of mining activities or to take advantage of opportunities for acquisitions. Further, volatility in the credit markets may increase costs associated with debt instruments due to increased spreads over relevant interest rate benchmarks, or may affect our ability, or the ability of third parties we seek to do business with, to access those markets. Continued volatility in equity markets, specifically including energy and commodity markets, may increase the costs associated with equity financings due to a low share price and may create the potential need for us to offer higher discounts and other value (e.g., warrants). There is no assurance that we will be successful in obtaining required financing as and when needed on acceptable terms, if at all. We have experienced negative cash flows from operations and may need additional financing in connection with the implementation of our business and strategic plans from time to time. 60 Table of Conten t s The Company has had negative cash flow from operations in prior years, and at low commodity prices a number of our mining properties will be on standby, making it less likely that the Company will be able to generate positive cash flows from operations in those circumstances. If the Company cannot generate positive cash flows from operations, its ability to fund its operations and implement its business plans may depend on its ability to obtain financing through joint ventures, debt financing, equity financing or other means. There can be no assurance that we will be able to achieve and maintain positive cash flow from operations to fund our financing needs. Further, if cash flows from operations are negative, there is no assurance that the Company will be able to raise additional funds, if needed, or that if any such additional funds are raised, that the Company will be able to raise such funds on commercially attractive terms. If we do not achieve positive cash flows or are unable to raise additional funds when needed, we may not be able to continue to fund our operations. We are subject to costs associated with decommissioning and reclamation of our properties. For so long as we are and remain the owner and operator of the Mill, Kwale Operations, the Nichols Ranch Project and numerous HMC, uranium, uranium/vanadium, REE and HMS projects and other facilities located in the U.S., Brazil, Africa and elsewhere, and certain other permitting, construction, development and exploration properties, we are obligated to ultimately reclaim or participate in the reclamation of our properties upon the occurrence of certain predetermined criteria using closely monitored and carefully developed, approved methods. Our reclamation obligations in the U.S. are bonded, and cash and other assets have been reserved to secure a portion, but not all, of the bonded amounts. Although our financial statements will record a liability for the asset retirement obligation, and the bonding requirements are generally periodically reviewed by applicable regulatory authorities, there can be no assurance or guarantee that the ultimate cost of such reclamation obligations will not exceed the estimated liability to be provided on our financial statements. Further, to the extent the bonded amounts are not fully collateralized, we will be required to come up with additional cash to perform our reclamation obligations when they occur. Decommissioning plans for our properties in the U.S., and generally in other jurisdictions, have been filed with applicable regulatory authorities. These regulatory authorities have accepted the decommissioning plans in concept, not upon a detailed performance forecast, which has yet to be generated. Over time, further regulatory review of the decommissioning plans may result in additional decommissioning requirements, associated costs and the requirement to provide additional financial assurances, including as our properties approach or go into decommissioning. It is not possible to predict what level of decommissioning and reclamation (and financial assurances relating thereto) may be required in the future by regulatory authorities. The decommissioning and rehabilitation plan for Kwale Operations has been filed with the Kenyan NEMA with approval granted on September 25, 2024. While the financial statements of Base Resources provide for the estimated costs of this decommissioning and rehabilitation for Kwale Operations, there can be no assurance or guarantee that the ultimate cost of such decommissioning and rehabilitation will not exceed the estimated liability provided in the financial statements. Our mineral properties may be subject to defects in title or risks of forfeiture. We have investigated our rights to explore and exploit all our material properties and, to the best of our knowledge, those rights are in good standing. However, no assurance can be given that such rights will not be revoked, or significantly altered, to our detriment. There can also be no assurance that our rights will not be challenged or impugned by third parties, including by governments, surface owners, and non-governmental organizations. The validity of unpatented mining claims on U.S. public lands is sometimes difficult to confirm and may be contested. Due to the extensive requirements and associated expense required to obtain and maintain mining rights on U.S. public lands, our properties are subject to various title uncertainties common to the industry with the attendant risk that there may be defects in title. In addition, certain lands have been withdrawn around the Grand Canyon National Park, including most recently in the newly established Ancestral Footprints of the Grand Canyon National Monument, from location and entry under the Mining Laws. All the Company’s properties located on the Arizona Strip, with the exception of its Wate Project and certain exploration properties held by the Company’s subsidiary, Arizona Strip Partners LLC, are located within the withdrawn lands and boundaries of the Grand Canyon National Monument. No new mining claims may be filed on the withdrawn lands and no new plans of operations may be approved, other than plans of operations on mining claims that were valid at the time of withdrawal and that remain valid at the time of plan approval. Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM or USFS, as applicable. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes discovery of a valuable mineral deposit. We believe that all our material Arizona Strip projects are on valid mining claims that would withstand a mineral examination. Further, our Arizona 1 Project has an approved plan of operations which, absent modification, would not require a mineral examination. Although our Pinyon Plain Project also has an approved plan of operations, which, absent modification, would not require a mineral examination, the USFS performed a mineral examination at that mine in 2012, and concluded that the underlying mining claims are valid existing rights (a decision which has been involved in a court challenge). However, market conditions may postpone or prevent the performance of mineral examinations on certain other 61 Table of Conten t s properties and, if a mineral examination is performed on a property, there can be no guarantee that the mineral examination would not result in one or more of our mining claims being considered invalid, which could prevent a project from proceeding. The granting of mineral rights in Brazil is performed in four steps: exploration authorization, right to request a mining concession, mining concession request and mining concession grant. Each step requires that certain actions must be taken, results must be achieved by the Company, and in some circumstances approvals must be obtained, within certain time periods, which can be extended or renewed in certain circumstances by the ANM. The Company’s mineral rights in Brazil are at risk of being forfeited if the Company fails to take the required actions, fails to achieve the required results or fails to obtain the required approvals, within the required time frames and ANM declines to extend or renew such time frames. The forfeiture of any such mineral rights could have a material adverse effect on our operations. See Part I, Item 2. The Bahia Project. Certain of our properties, or significant portions thereof in various countries, are mineral leases or the equivalent that have fixed terms, both with State and private parties. Certain of our properties are subject to other agreements that may affect our ability to explore, permit, develop and operate them, including surface use, access and other agreements. There can be no guarantee that we will be able to obtain, renew or extend such leases and agreements on favorable terms or at all. The failure to renew any such leases or agreements could have a material adverse effect on our operations. The Company’s operations in Africa may expose the Company to uncertain social, political or economic conditions and/or other risks. Government agencies or other counterparties could seek to assert rights of expropriation, renegotiation or nullification of existing concessions, contracts and pricing benchmarks, challenges to title to properties or mineral rights or delays renewing licenses and permits. Because we may be unable to secure access rights to certain of our properties, we may be unable to explore and/or advance such properties. We are currently in the process of negotiating and clarifying access rights to certain of our properties, such as the Roca Honda Project, the Wate Project, the Donald Project, the Bahia Project and the Vara Mada Project, with private landholders or holders of various types of surface or habitation rights, including relocations of inhabitants to more suitable locations, in accordance with applicable local and international protocols, in certain circumstances. There can be no guarantee that we will be able to negotiate or clarify such access rights on favorable terms, or at all. The failure to negotiate or clarify such access rights on suitable terms could have a material adverse effect on our operations. We face heightened risks relating to the business we conduct in foreign jurisdictions which could have a material adverse effect on our operations, liquidity and/or financial condition. The Company faces a number of risks related to conducting business operations in foreign jurisdictions (including Brazil, Australia, Africa and (pending the successful acquisition of ASM) South Korea), such as heightened risks of political instability, expropriation of assets, business interruption, increased taxation, import/export controls, unilateral modification of concessions and contracts. We also face the typical risks associated with doing business in foreign countries, including: different market and economic forces, resulting from new business environments with new competitors and different consumer preferences; dealing with local suppliers who may have a strong foothold in the area; the need to build up brand awareness and trust in a new market; different customer and supplier demographics; language and cultural barriers; extreme weather events and natural disasters that can present a sustained business risk relating to supply logistics and other factors; the additional requirements of foreign legal systems; the impacts of foreign tax requirements; the need to comply with foreign regulations and operations compliance; the need to comply with foreign legal systems, including as they relate to contract enforceability; the requirement to stay abreast of and remain in compliance with changing laws and regulations; inconsistent application of existing laws; social unrest; and the lack of purchasing power parity compared to domestic competitors. Any number of these risks could have a material adverse effect on our operations, liquidity and/or financial condition. The Company may face tax risks in certain operating foreign jurisdictions and unexpected taxes could be imposed on us which could have a material and adverse effect on our financial position. Our operations and business in foreign jurisdictions, including Brazil, Australia, Africa and (pending the successful acquisition of ASM) South Korea, may increase our susceptibility to sudden tax changes. Taxation laws in these jurisdictions are complex, subject to varying interpretations and applications by the relevant tax authorities and subject to changes and revisions in the ordinary course. Any unexpected taxes imposed on us could have a material and adverse impact on our financial position. Our operations outside the United States and Canada require us to comply with a number of United States, Canadian and international regulations, violations of which could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition. 62 Table of Conten t s Our operations outside the U.S. and Canada require us to comply with a number of U.S., Canadian and other international regulations. For example, our operations in countries outside the U.S. and Canada are subject to the U.S. Foreign Corrupt Practices Act (“ FCPA ”), which prohibits U.S. companies and their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage, as well as to the Corruption of Foreign Public Officials Act (“ CFPOA ”), which is the Canadian equivalent of the FCPA and the Australian anti-bribery laws set out in the Australian Criminal Code Act 1995 (Cth) (the “ CCA ”). Our activities create the risk of unauthorized payments or offers of payments by our employees, agents, or joint venture partners that could be in violation of anti-corruption laws, even though some of these parties are not subject to our control. We have internal control policies and procedures and have implemented training and compliance programs for our employees and agents with respect to the FCPA, CFPOA and CCA. However, we cannot assure that our policies, procedures, and programs will always protect us from reckless or criminal acts committed by our employees or agents. We are also subject to the risks that our employees, joint venture partners, and agents outside of the U.S. may fail to comply with other applicable laws. Allegations of violations of applicable anti-corruption laws have resulted and may in the future result in internal, independent, or government investigations. Violations of anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition. Our operations in Africa expose us to regional-specific social, political, economic and/or other risks. The Company’s operations in Africa may expose us to uncertain social, political or economic conditions and/or other risks. Government agencies or other counterparties could seek to assert rights of expropriation, renegotiation or nullification of existing concessions, contracts and pricing benchmarks, challenges to title to properties or mineral rights or delays renewing licenses and permits. Such government agencies or other counterparties may also seek to impose onerous fiscal policy, onerous regulation, changes in law or policy governing existing operations, financial constraints and unreasonable taxation. There is also a risk that foreign public officials or government agencies will act unreasonably towards us. There can be no assurance that these foreign public officials or government agencies or other counterparties will not take the steps noted above in respect of the Company’s operations and, if any such steps are taken, there can be no assurance that sufficient remedies will be available to recoup the investments that have been made to date in such areas. The occurrence of any such events in respect of the Company’s operations in such foreign nations could adversely affect the Company’s business and results of operations. The development of the Vara Mada Project requires certain actions of the Government of Madagascar and the Company, including formalizing the terms and conditions set out in the Madagascar MOU, agreement upon and promulgation of an enforceable Stability Mechanism and the satisfaction of other material conditions, which may not occur on a timely basis, or at all. Further, the development of the Vara Mada Project is dependent on several factors beyond our control. Development of the Vara Mada Project is dependent on several factors including, but not limited to: • securing requisite fiscal and legal stability through the implementation of the Stability Mechanism; • formalizing the terms and conditions of the Madagascar MOU; • the Company advancing activities necessary to achieve a FID; • satisfaction of the terms and conditions of the Madagascar MOU by both the Company and the Government of Madagascar; • having monazite included as a mineral for exploitation on the Vara Mada exploitation permit on a timely basis; • securing requisite and timely land access for the Vara Mada Project area and its associated infrastructure areas to support additional baseline studies, hydrogeological studies, permitting activities, development activities, geotechnical work, construction and mining operations; • access to adequate capital to fund development; • completion of updates to the project Environmental and Social Impact Assessment (“ ESIA ”) and receipt of related Project approvals; • obtaining regulatory consents and approvals necessary for, or exemptions beneficial to, development and production on a timely basis; • commodity prices and securing necessary offtakes on reasonable terms; • geotechnical conditions; • recruitment and retention of appropriately skilled and experienced employees, contractors and consultants; and • securing and maintaining positive relations with host communities and regional and national governments/officials. 63 Table of Conten t s We face risks associated with a Brazilian federal or state government enacting or managing a conservation unit or environmental protection area which could have a material adverse effect on our operations, liquidity and/or financial condition. In respect of the Company’s Bahia Project in Brazil, there is a risk of a Brazilian federal or state government enacting or managing a conservation unit or environmental protection area or implementing a management plan in connection therewith that could impact planned production at or restrict the Company’s ability to or prevent the Company from mining the Company’s Bahia Project, or portions thereof. Such an action could have a material adverse effect on our operations, liquidity and/or financial condition. We are subject to foreign currency risks which could have a material impact on our cash flows and profitability. Our operations are subject to foreign currency fluctuations. Our operating expenses and revenues are primarily incurred in U.S. dollars, while some of our cash balances and expenses are measured in Canadian dollars and Brazilian Real. The operations of the Company’s HMS Division based in Perth, Western Australia are also primarily conducted in U.S. dollars, though some are conducted in currencies other than the U.S. dollar (including, Australian dollars, Kenyan Shillings and Malagasy Ariary). The fluctuation of the Canadian dollar, Australia dollar, Brazilian Real, Kenyan Shilling and/or Malagasy Ariary in relation to the U.S. dollar will consequently have an impact on our profitability and may also affect the value of our assets and shareholders’ equity. In addition, any strengthening of the U.S. dollar relative to other currencies makes our mineral E&R less competitive in relation to similar activities in other countries and could have a material impact on our cash flows and profitability and affect the value of our assets and shareholders’ equity. We may not realize the anticipated benefits of previous acquisitions which could impair our results of operations, profitability and/or financial results. We may not realize the anticipated benefits of acquiring: the Bahia Project in Brazil in 2023, the Donald Project in Australia in 2024 (by way of up to a 49% earn-in interest), Base Resources in 2024, including the Vara Mada Project (then known as the Toliara Project) and Kwale Project in Africa, and ASM (acquisition pending) due to integration, operational and market challenges relating to our Goods. Decreases in commodity prices have required us to place or maintain a number of acquired properties and facilities on standby and to defer permitting and construction and development activities on certain other acquired assets, until market conditions warrant otherwise, and, in some cases, we have elected to sell or abandon certain of these properties (in some cases, at a loss). Our success following those acquisitions will depend in large part on the success of our management in valuing the acquired assets and integrating the acquired assets into the Company. Our failure to properly value the assets and to achieve such integration and to mine or advance such assets could result in our failure to realize the anticipated benefits of those acquisitions and could impair our results of operations, profitability and/or financial results. We prepare estimates of future uranium, uranium/vanadium, REE (monazite), HMC and HMS product E&R, and future metals and alloys production, and there are no assurances that such estimates will be achieved. We may from time to time prepare estimates of future uranium, vanadium, monazite, REE, HMS or other mineral E&R, or future metals and alloys production (pending the successful acquisition of ASM), or increases in - or relating to our ability to increase, as market conditions warrant or otherwise - uranium, vanadium, monazite, REE, HMS or other mineral E&R, or future metals and alloys production, for particular operations. No assurance can be given that any such E&R or production estimates will be achieved, nor can assurance be given that E&R or production increases will be achieved in a cost effective or timely manner. Failure to achieve such estimates at all or in a cost-effective or timely manner could have an adverse impact on our future cash flows, earnings, results of operations and financial condition. These estimates are based on, among other things, the following factors: the accuracy of Mineral Resource and Mineral Reserve estimates; the accuracy of assumptions regarding ground conditions and physical characteristics of mineralized materials, such as hardness and presence or absence of particular metallurgical characteristics; the accuracy of estimated rates and costs of extraction, recovery and processing/production; assumptions as to future commodity prices; assumptions relating to changes in laws, regulations or policies, or lack thereof, that could impact the cost and time required to obtain regulatory approvals, licenses and permits; assumptions relating to obtaining required licenses and permits in a timely manner, including the time required to satisfy environmental analyses, consultations and public input processes, and any geopolitical considerations; assumptions relating to challenges to or delays in the licensing and permitting process; and assumptions regarding any appeals or injunctions, or lack thereof, relating to any approvals, licenses or permits. Our actual uranium, vanadium, monazite, REE, HMC, HMS product or other mineral E&R, and future metals and alloys production, may vary from their estimates for a variety of reasons, including, among others: actual mineralized material extracted, mined or recovered varying from estimates of grade, tonnage, dilution, metallurgical and other characteristics; short-term operating factors relating to the Mineral Resources and Mineral Reserves, such as the need for sequential construction or 64 Table of Conten t s development of mineralized materials or deposits and the processing of new or different mineral grades; risk and hazards associated with E&R and metals and alloys production; natural phenomena, such as inclement weather conditions, underground floods, earthquakes, pit wall failures and cave-ins; unexpected labor shortages or strikes; varying conditions in the commodities markets; geopolitical considerations in the jurisdictions in which we operate; and delays in obtaining or denial, challenges or appeals of regulatory approvals, licenses and permits or renewals of existing approvals, licenses or permits. We depend on the issuance of license amendments and renewals, which cannot be guaranteed. We maintain regulatory licenses and permits in order to operate our Mill and Nichols Ranch Project, and conventional mines and other projects and facilities, which are subject to renewal from time to time and are required in order to operate in compliance with applicable laws and regulations. In addition, depending on our business requirements, it may be necessary or desirable to seek amendments to one or more of our licenses or permits from time to time. While we have been successful in renewing our licenses and permits on a timely basis in the past and in obtaining such amendments as have been necessary or desirable, there can be no assurance that such license and permit renewals and amendments will be issued by applicable regulatory authorities on a timely basis or at all in the future. We will need to continuously add to our Mineral Reserve and Mineral Resource base and to expand our sources of Alternate Feed Materials. The majority of our properties do not contain any Mineral Reserves under S-K 1300 and NI 43-101. See Item II. Cautionary Note to Investors Concerning Disclosure of Mineral Resources and Reserves . Our material uranium Mineral Resources are located at the Nichols Ranch Project, the Pinyon Plain Project, the Roca Honda Project, the Sheep Mountain Project, the Bullfrog Project and the La Sal Project. These projects are our primary sources (and potential sources) of current and future uranium concentrates. Unless other Mineral Resources or Mineral Reserves are discovered or extensions to existing resource bodies are found, our sources of extraction, production and recovery for uranium concentrates will decrease over time as our current Mineral Resources and Mineral Reserves (contained at the Pinyon Plain and Sheep Mountain mines) are depleted. There can be no assurance that our future exploration, construction, development and acquisition efforts will be successful in replenishing our Mineral Resources or finding or developing Mineral Reserves. In addition, while we believe that many of our properties will eventually engage in extraction or mining activities, such as the Bahia Project, the Vara Mada Project and the Donald Project, there can be no assurance that they will be placed into such activities, or that they will be able to replace current extraction or mining activities. We also recover uranium by processing Alternate Feed Materials at the Mill. There can be no assurance that additional sources of Alternate Feed Materials will be forthcoming in the future on commercially acceptable terms or otherwise, or that we will be successful in receiving all required regulatory approvals, licenses and permits on a timely basis to allow for the receipt and processing of any such Alternate Feed Materials. In addition, we rely on monazite for our Phase 1 Circuit and proposed Phase 2 Circuit production at the Mill. There can be no assurance that additional sources of monazite will be forthcoming in the future on commercially acceptable terms or otherwise, or that the Bahia Project, Vara Mada Project and/or Donald Project, which are currently in various phases of exploration, permitting and development, will be commercially profitable. Our sales of Goods expose us to the risk of non-payment. Our sales of Goods expose us to the risk of non-payment. We manage this risk by monitoring the credit worthiness of our customers and requiring prepayment or other forms of payment security from customers with an unacceptable level of credit risk. Most of the Company’s uranium sales are to major nuclear utilities, which pose a relatively low risk of non-payment due to their large size and capitalization. We are dependent on key personnel and qualified and experienced employees. Our success will largely depend on the efforts and abilities of certain senior officers and key employees, some of whom are approaching retirement. Certain of these individuals have significant experience in the uranium, REE, HMS and (pending the successful acquisition of ASM) metals and alloys industries. The number of individuals with significant experience in these industries is small. While we do not foresee any reason why such officers and key employees will not remain with us, other than through retirement, if for any reason they do not, we could be adversely affected. We have not purchased key person life insurance for any of these individuals, other than for our Chief Executive Officer (“ CEO ”). 65 Table of Conten t s Our compensation programs include cash and equity incentive compensation components designed to attract and retain qualified personnel, which, in the case of our equity incentive programs, contain both time-vesting and performance-based requirements that also help retain qualified personnel. Further, all current and future executive officers of the Company receive, or are expected to receive, employment agreements with the Company, which also serve to attract and retain qualified personnel. In addition, the Company prioritizes the development of its existing management personnel and the advancement of existing personnel to fill vacancies as they arise, which the Company believes is an important element in developing, attracting and retaining the most qualified management personnel. Nevertheless, our success will depend on the availability of qualified and experienced employees to work in our operations and our ability to develop, attract and retain such employees. The number of individuals with relevant mining and operational experience in the Company’s key industries, especially the U.S. uranium, and REE, HMS industries and metals and alloys, is small. As the Company grows there is a risk that we may not be able to grow our qualified workforce and management team in pace with the growth of our business and activities, which could hamper our growth efforts. We are dependent on business partner, government and third-party consents and approvals. We have a number of joint ventures and other business relationships from time to time relating to our properties and projects, including key projects, such as the Arkose Mining Venture and the Donald Project, which can restrict our ability to act unilaterally with respect to those projects in certain circumstances. There can be no assurances that we will be able to maintain relationships with our joint venture and business partners to allow for satisfactory exploration, permitting, construction, development, extraction, mining, recovery or milling relating to any such projects. Our operations and activities are also dependent from time to time on receiving government and other third-party consents and approvals. There can be no assurances that all such consents and approvals will be forthcoming when required. Certain of our directors may be in a position of conflict of interest with respect to the Company due to their relationship with other resource companies. Some of our directors are also directors of other companies that are similarly engaged in the business of acquiring, exploring and developing natural resource properties. Such associations may give rise to conflicts of interest from time to time. In particular, one of the consequences will be that corporate opportunities presented to a director may be offered to another company or companies with which the director is associated and may not be presented or made available to us. Our directors are required by law to act honestly and in good faith with a view to the best interests of the Company, to disclose any interest which they may have in any project or opportunity of the Company, and to abstain from voting on such matter. Conflicts of interest that arise will be subject to and governed by the procedures prescribed in our Code of Business Conduct and Ethics and by the OBCA. Our relationship with our employees may be impacted by changes in labor relations which could have a material adverse impact on our cash flows, earnings, results of operations, and/or financial condition. One of our subsidiaries, Base Titanium Limited (“ Base Titanium ”), is a party to a collective bargaining agreement for a significant portion of its Kwale Operations workforce; however, none of our other operations or activities currently directly employ unionized workers who work under collective agreements. There can be no assurance that our employees or the employees of our contractors will not become unionized in the future or, in relation to Base Titanium, that it will not become the subject of industrial action in relation to the portion of its Kwale Operations workforce that work under a collective agreement, which may impact our mine closure and reclamation activities. Any lengthy work stoppages may have a material adverse impact on our future cash flows, earnings, results of operations and/or financial condition. Investors in jurisdictions outside of Canada may have difficulty bringing actions and enforcing judgments under their respective jurisdiction's securities laws against an Ontario corporation. Although our primary trading market is the NYSE American, a majority of our outstanding voting securities are registered in the names of holders in the U.S. and we are a U.S. domestic issuer for reporting purposes with the SEC, our head office is in the U.S., the Company was incorporated in Ontario and, as a result, investors in the U.S. or in other jurisdictions outside of Canada may have difficulty bringing actions and enforcing judgments against us, our directors, our executive officers and some of the experts named in this Annual Report and the Company’s other SEC filings, including the Annual Report on Form 10-K (“ Form 10-K ”) for fiscal year 2023, based on civil liabilities provisions of the federal securities laws or other laws of the U.S. or any state thereof or the equivalent laws of other jurisdictions of residence. 66 Table of Conten t s An information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or reputation. To meet business objectives, the Company relies on both internal information technology (“ IT ”) systems and networks and those of third parties and their vendors to process and store sensitive data, including confidential research, business plans, financial information, process technology, intellectual property and personal data that may be subject to legal protection. The extensive information security and cybersecurity threats, which affect companies globally, pose a risk to the security and availability of these IT systems and networks, and to the confidentiality, integrity, and availability of the Company’s sensitive data. The Company continually assesses these threats and makes investments to increase internal protection, detection and response capabilities, as well as to ensure the Company’s third-party providers have the required capabilities and controls to address this risk on an ongoing basis. In addition, we provide confidential and proprietary information to our third-party business partners in certain cases where doing so is necessary to conduct our business. While we obtain assurances from those parties that they have systems and processes in place to protect such data and, where applicable, that they will take steps to ensure the protections of such data by third parties, those partners may nonetheless also be subject to data intrusion or otherwise compromise the protection of such data. Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of our IT systems or other means, could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that could be material. To date, the Company has not experienced any material impact to the business or operations resulting from information or cybersecurity attacks; however, because of the frequently changing attack techniques, along with the increasing volume and sophistication of the attacks paired with the increasingly high exposure of the Company due to its efforts to compete internationally in the REE and HMS industries, there is the potential for the Company to be targeted and adversely impacted. The Company may not maintain cybersecurity insurance having sufficient coverage to cover all financial losses, or any at all, in the event of an information security or cyber incident. Artificial intelligence presents risks and challenges that can impact our business by posing security risks to our confidential information, proprietary information and personal data. Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability or other adverse consequences to our business operations. We have adopted and at some levels integrated, and intend to continue utilizing and potentially expanding in the future, certain AI tools into our systems for specific use cases. In addition, our vendors and other service providers may incorporate generative AI tools into their offerings without disclosing or fully clarifying this use to us, and the providers of these generative AI tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection, which may inhibit us or our vendors’ and other service providers’ ability to maintain an adequate level of service and security. If we or others with whom we work experience an actual or perceived breach of privacy or security incident because of the use of generative AI, we may lose valuable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property. Any of these outcomes could damage our reputation, cause us to incur significant liability and have a material adverse effect on our business, financial condition and results of operations. The Company may compromise or lose its proprietary technology or intellectual property in certain circumstances, which could result in a loss in the Company’s competitive position and/or the value of its intangible assets. The increased reliance on technology, coupled with the Company’s developing REE and radioisotope initiatives, which involve novel technology developed in part by the Company or in part by others and by consultants, may expose the Company to material risks of theft or loss of proprietary technology and other intellectual property, including technical data, business processes, data sets or other sensitive information. Among the risks faced by the Company are: • failure to obtain patents or trade rights when available; • failure to adequately contractually establish rights to proprietary technology and other intellectual property in joint venture situations or other situations where the Company and its co-venturers, other business associates or consultants may be jointly contributing to the development of proprietary technology and other intellectual property; • failure to adequately limit rights or access to unprotected proprietary technology and other intellectual property; • failure to adequately identify and enforce infringements of proprietary technology and other intellectual property; • the risk of theft of technology, data and intellectual property through a direct intrusion by private parties or foreign actors, including those affiliated with or controlled by state actors; • the risk of reverse engineering by joint venture partners or other parties, including those affiliated with state actors, and any patents the Company may have being subsequently infringed or know-how or trade secrets being stolen; 67 Table of Conten t s • the Company may be required to compromise protections or yield rights to technology, data or intellectual property in order to conduct business in or access markets in a foreign jurisdiction, either through formal written agreements or due to legal or administrative requirements in the host nation; and • the Company may inadvertently violate the intellectual property rights of others, which could result in the loss of intellectual property the Company had believed it had developed or acquired, and/or damages payable to others. The Company takes what it considers to be reasonable steps to protect its proprietary technology and intellectual property, but there can be no assurance that it will successfully protect its proprietary technology and intellectual property in all circumstances. There is therefore a risk that the Company may compromise or lose its proprietary technology and intellectual property in certain circumstances, which could result in a loss in the Company’s competitive position and/or the value of its intangible assets. We may be required to provide financial statements of one or more of our equity method investees in our annual reports on Form 10-K and rely on our equity method investees to provide us with these financial statements to fulfill our SEC reporting obligations. We account for our economic ownership interest in our equity method investments using the equity method of accounting. Pursuant to Rule 3-09 of Regulation S-X (“ Rule 3-09 ”), we may be required to provide in our annual reports on Form 10-K financial statements for our equity method investments (the “ Regulation S-X Financial Statements ”). If required to provide Regulation S-X Financial Statements for these equity method investees, we have relied, and may in the future rely, on these equity method investees to provide us with their Regulation S-X Financial Statements. In addition, we do not control the financial reporting process of our equity method investees and cannot change the way in which these equity method investees report their respective financial results. These equity method investees may not provide us with the Regulation S-X Financial Statements necessary to enable us to complete our SEC filings on a timely basis or at all. If we are required to provide Regulation S-X Financial Statements for any of our equity method investees and are unable to do so, it may cause us to no longer be deemed timely and current with our SEC reporting obligations. In such event, we could become ineligible to use a registration statement on Form S-3. In addition, the SEC may not declare effective any registration statement that we file in connection with an offering that requires the financial statements under Rule 3-09 to be included. Any resulting inability to complete a registered offering may materially adversely impact our business, liquidity position, growth prospects, financial condition and results of operations. Our method of accounting for equity investments in other companies held by the Company could result in material changes to the Company’s financial results that are not fully within the Company’s control. The Company accounts for investments over which it exerts significant influence, but not control, over the financial and operating policies through ASC Topic 323 – Equity Method and Joint Ventures. Changes in income or loss in these investments are recognized in Loss from unconsolidated affiliates in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The resulting related gains or losses are not fully within the control of the Company and could be material. Servicing the Notes or future debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay for the Notes or other future debt. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance the Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control, as well as the ability of our subsidiaries to pay dividends or make loans or other distributions to us. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flows, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional debt or equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. We may still incur substantially more debt or take other actions which would intensify the risks discussed above. We and our subsidiaries may be able to incur substantial additional debt in the future, subject to restrictions contained in any future debt instruments, some of which may be secured debt. We are not restricted under the terms of the indenture governing the Notes from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms of the indenture governing the Notes that could have the effect of diminishing our ability to make payments on our debt, including future debt and the Notes, when due. 68 Table of Conten t s We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash or to repurchase the Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes. Upon the occurrence of a fundamental change (as defined in the indenture governing the Notes), subject to certain conditions and limited exceptions, we will be required to offer to repurchase from holders all or a portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, upon conversion of the Notes, unless we elect to deliver solely Common Shares to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Notes surrendered or pay cash with respect to Notes being converted. In addition, our ability to repurchase the Notes or to pay cash upon conversions of the Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to make an offer to repurchase Notes at a time when the offer to repurchase is required by the indenture governing the Notes or to pay any cash payable on future conversions of the Notes as required by the indenture governing the Notes would constitute a default under the indenture governing the Notes. A default under the indenture governing the Notes or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Notes or make cash payments upon conversions thereof. The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results. In the event the conditional conversion feature of the Notes is triggered, holders of Notes will be entitled to convert their Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely Common Shares (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital. Conversion of the Notes may dilute the ownership interest of our shareholders or may otherwise depress the price of our Common Shares. The conversion of some or all of the Notes may dilute the ownership interests of our shareholders. Upon conversion of the Notes, we have the option to pay or deliver, as the case may be, cash, Common Shares, or a combination of cash and Common Shares. If we elect to settle our conversion obligation in Common Shares or a combination of cash and Common Shares, any sales in the public market of our Common Shares issuable upon such conversion could adversely affect prevailing market prices of our Common Shares. In addition, the existence of the Notes may encourage short selling by market participants because the conversion of the Notes could be used to satisfy short positions, or anticipated conversion of the Notes into our Common Shares could depress the price of our Common Shares. Certain provisions in the indenture governing the Notes may delay or prevent an otherwise beneficial takeover attempt of us. Certain provisions in the indenture governing the Notes may make it more difficult or expensive for a third party to acquire us. For example, the indenture governing the Notes requires us, in certain circumstances, to repurchase the Notes for cash upon the occurrence of a fundamental change and, in certain circumstances, to increase the conversion rate for a holder that converts its Notes in connection with a make-whole fundamental change. A takeover of us may trigger the requirement that we repurchase the Notes and/or increase the conversion rate, which could make it costlier for a potential acquirer to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors. The capped call transactions may affect the value of the Notes and our Common Shares. In connection with the pricing of the Notes, we entered into capped call transactions with certain counterparties. The capped call transactions cover, subject to anti-dilution adjustments, the number of Common Shares initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to our Common Shares upon any conversion of notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. 69 Table of Conten t s We have been advised that, in connection with establishing their initial hedges of the capped call transactions, the counterparties or their respective affiliates entered into various derivative transactions with respect to our Common Shares. In addition, the counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our Common Share and/or purchasing or selling our Common Shares or other securities of ours in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and may do so in connection with any repurchase of the Notes and/or during any observation period related to a conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of our Common Shares or the Notes. We are subject to counterparty risk with respect to the capped call transactions, and the capped call transactions may not operate as planned. The counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the counterparties will not be secured by any collateral. Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions. If a counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transaction with such counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common shares. In addition, upon a default by a counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common shares. We can provide no assurances as to the financial stability or viability of the counterparties. In addition, the terms of the capped call transactions may be subject to adjustment, modification or, in some cases, renegotiation in the event of certain corporate and other transactions. The capped call transactions may not operate as we intend in the event that we are required to adjust the terms of such instruments as a result of transactions in the future or in the event of other unanticipated developments that may adversely affect the functioning of the capped call transactions. General Risk Factors We are subject to Global Economic Risks. In the event of a general economic downturn or a recession, there can be no assurance that our business, financial condition and results of operations would not be materially adversely affected. During the global financial crisis of 2007-2008, economic problems in the U.S. and Eurozone caused deterioration in the global economy as numerous commercial and financial enterprises either went into bankruptcy or creditor protection or had to be rescued by governmental authorities. Access to public financing was negatively impacted by sub-prime mortgage defaults in the U.S., the liquidity crisis affecting the asset-backed commercial paper and collateralized debt obligation markets, and massive investment losses by banks with resultant recapitalization efforts. Moreover, the occurrence of unforeseen or extended catastrophic events, including in particular the COVID-19 pandemic, and the emergence of a future pandemic or other widespread health emergency (or concerns over the possibility of such an emergency) could create economic and financial disruptions. These types of challenges can impact commodity prices, including for our Goods, as well as currencies and global debt and stock markets. As a result of COVID-19, or in the case of a future pandemic or other widespread health emergency, quarantine or otherwise, requirements or circumstances may require the Company to change the way it conducts its business and operations, including requiring the Company to reduce or cease operations at some or all its facilities for an indeterminate period of time. Furthermore, our critical supply chains may similarly be disrupted for an indeterminate amount of time. All these factors could have a material impact on the Company’s business, operations, personnel and financial condition. These types of challenges may impact our ability to obtain equity, debt or other financing on terms commercially reasonable to us, or at all. Additionally, these types of factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If these types of challenges occur, or if there is a material deterioration in general business and economic conditions, our operations could be adversely impacted and the trading price of our securities could be adversely affected. Changes in U.S. laws and policies regulating international trade, including the imposition of import tariffs, changes to regulations affecting cross-boarder trade and transactions, trade and other disputes between the United States and other jurisdictions, or USAID funding cuts, and retaliatory measures by other jurisdictions in response to U.S. measures, may adversely impact our business, financial condition and results of operations. 70 Table of Conten t s There continues to be discussion and dialogue in the U.S. Government regarding potential changes to U.S. legislation, regulations, import tariffs, administrative measures, and policies that affect trade and transactions with other countries including Canada, China, the European Union, Mexico, and other U.S. trading partners, and potential retaliatory tariffs and other measures by such countries. Since the inauguration of U.S. President Donald Trump in January 2025, the U.S. Government has announced tariff actions against certain imported goods and has issued an “America First Trade Policy” memorandum that could lead to additional tariff and trade measures. Additionally, the U.S. Government imposes economic sanctions and trade restrictions against certain countries and persons from time to time. If the U.S. Government imposes such tariffs, sanctions, trade restrictions, or other measures against products and materials that we import to the U.S. or the relevant suppliers and other parties, such products and materials could become significantly more expensive or unavailable, which could have a material adverse impact on our business, financial condition, and results of operations. Conversely, if the U.S. Government reduces or rescinds any sanctions or restrictive measures that currently limit U.S. imports of uranium from other countries, such modification could adversely affect the U.S. uranium industry and could have a material adverse impact on our business, financial condition, and results of operations. To the extent changes in the political environment have a negative impact on us or on the markets in which we operate our business, results of operations and financial condition could be materially and adversely impacted. It remains unclear what the U.S. Government or foreign governments will or will not do with respect to tariffs already imposed, additional tariffs or restrictive measures that may be imposed, or international trade agreements and policies. Furthermore, changes in U.S. policies regarding international financial assistance, including reduction of assistance through USAID, could cause political or financial instability in the countries we operate and/or result in resistance to doing business with us as a U.S.-based company, which in turn could materially impact our business, financial condition and results of operations. Russia’s Invasion of Ukraine is severely and unpredictably impacting global energy markets and supply chains, and concerns over a second severe nuclear accident in Ukraine could seriously hurt public reception to nuclear energy. Russia’s February 2022 invasion of Ukraine continues to severely impact global energy markets and supply chains by causing economic uncertainty, price volatility, supply shortages and national security concerns to such a degree that the International Energy Agency (“ IEA ”) has called it “the first truly global energy crisis, with impacts that will be felt for years to come.” As the Company is engaged in a number of energy sectors, including uranium, REEs and vanadium, it is expected that such global impacts will necessarily impact the Company, though the full extent of any such impacts are not well understood at this time. While supply and shipping impacts could materially interfere with our ability to conduct business, for example, other global responses - such as the U.S. Inflation Reduction Act’s provision of funds for energy and climate programs, including the expansion of tax credits and incentives to promote clean energy technologies (see Table 6.3 Recent policy changes and announcements regarding electricity supply , World Economic Forum), and an apparent shift away from global reliance on Russian exports via government sanctions and other means - could materially benefit our business by creating additional market opportunities with utilities providers attempting to lessen their reliance on Russian markets. The uranium industry also potentially faces renewed skepticism and distrust as a result of Russia’s invasion of Ukraine. According to the WNA, “In the early hours of 4 March the Zaporizhzhia plant in southeastern Ukraine became the first operating civil nuclear power plant to come under armed attack. Fighting between forces overnight resulted in a projectile hitting a training building within the site of the six-unit plant. Russian forces then took control of the plant. The six reactors were not affected and there was no release of radioactive material. Since late October 2022, Russia has repeatedly targeted Ukraine’s civilian infrastructure, including the country’s energy system, with missile strikes. Widespread blackouts have resulted, and external power supply to all four of the country’s nuclear plants has been affected.” (WNA, “Ukraine: Russia-Ukraine War and Nuclear Energy,” Feb. 6, 2023). Russia’s interference with Ukrainian nuclear plants in violation of Article 56 of the Additional Protocol of 1979 to the Geneva Conventions, which states that nuclear power plants “shall not be made the object of attack, even where these objects are military objectives, if such an attack may cause the release of dangerous forces and consequent severe losses among the civilian population” (WNA, 2023), may result in increased and serious harm to global reception to nuclear energy due to the current war’s proximity to Chernobyl, site of the then-Soviet Union’s 1986 nuclear accident. To date, the Company has not experienced any supply chain disruptions from the Russian invasion of Ukraine. The price of our Common Shares is subject to volatility. Securities of mining companies have experienced substantial volatility and downward pressure in the recent past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic conditions in North America and globally and market perceptions of the attractiveness of particular industries. The price of our 71 Table of Conten t s securities is also likely to be significantly affected by short-term changes in the prices of our Goods, changes in industry forecasts of prices of our Goods, other mineral prices including oil and natural gas, currency exchange fluctuation, or in our financial condition or results of operations as reflected in our periodic earnings reports. Other factors unrelated to our performance that may have an effect on the price of our securities include the following: the extent of research coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow our securities; adverse proxy voting recommendations or limited portrayals of the Company’s business, operations or executive compensation practices made to shareholders by shareholder advisory firms resulting from their use of general-purpose formulas that are not suited to the Company’s business, operations or practices, and that may counteract the Company’s substantive disclosures, which often include detailed analyses specific to the Company and which are capable of mitigating apparent market concerns; lessening in trading volume and general market interest in our securities may affect an investor’s ability to trade significant numbers of our securities; the size of our public float and the exclusion from market indices may limit the ability of some institutions to invest in our securities; and a substantial decline in the price of our securities that persists for a significant period of time could cause our securities to be delisted from an exchange, further reducing market liquidity. Our exclusion from certain market indices may reduce market liquidity or the price of our securities. If an active market for our securities does not continue, the liquidity of an investor’s investment may be limited and the price of our securities may decline. If an active market does not exist, investors may lose their entire investment. As a result of any of these factors, the market price of our securities at any given point in time may not accurately reflect our long-term value. Securities class-action litigation often has been brought against companies in periods of volatility in the market price of their securities and following major corporate transactions or M&A. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources. The issuance of additional Common Shares may impact the trading price of our Common Shares. In times of depressed commodity prices, the Company may be required to raise additional capital to meet its liquidity requirements, through the issuance of additional Common Shares under our ATM or otherwise, and/or dispose of assets. If we raise additional funding by issuing additional equity securities or securities convertible, exercisable or exchangeable for equity securities, such financing may substantially dilute the interests of our shareholders and reduce the value of their investment. Similar dilution could result from the sale of assets to meet liquidity requirements. We may be subject to litigation and other legal proceedings arising in the normal course of business and may be involved in disputes with other parties in the future which may result in litigation. The causes of potential future litigation and legal proceedings cannot be known and may arise from, among other things, business activities, environmental laws, permitting and licensing activities, volatility in stock prices or alleged failure to comply with disclosure obligations. The results of litigation and proceedings cannot be predicted with certainty and may include injunctions pending the outcome of such litigation and proceedings. Failure to resolve any such disputes favorably may have a material adverse impact on our financial performance, cash flow and results of operations. If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results and/or prevent fraud. Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to a company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of reporting, including financial reporting and financial statement preparation. 72 Table of Conten t s ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY The Company maintains a Cybersecurity Risk Management Program (“ CRMP ”) designed to identify, assess, manage, monitor, mitigate and report cybersecurity risks, which is integrated into the Company’s enterprise risk management framework. The CRMP applies a layered security approach across prevention, detection and mitigation, informed by ongoing assessment of the threat landscape. The Company operates an Information Security Management System (“ ISMS ”) comprised of a coordinated set of IT security policies, standards and procedures designed to protect information assets and support effective management of cybersecurity risks. The ISMS includes IT-focused policies covering areas such as access control, change management, patch management and operation security, as well as user-focused policies addressing acceptable use, artificial intelligence usage and password guidelines. These policies are reviewed periodically and updated as required to reflect changes in risk, technology and regulatory expectations. The Company’s Cybersecurity Policy, which governs the ISMS and is maintained on a confidential basis, is reviewed and approved annually by the Audit Committee and the Board. Cybersecurity training is an integral component of the ISMS and focuses on educating employees on their obligations under these policies, reinforcing secure use of Company systems and data and supporting consistent policy compliance across the organization with training tailored to roles and responsibilities. The underlying controls of the CRMP are aligned with internationally recognized best practices, standards and regulatory frameworks for cybersecurity, information security and data protection. These include, where applicable, the National Institute of Standards and Technology (“ NIST ”) Cybersecurity Framework, the Center for Internet Security (“ CIS ”) and Service Organization Controls (“ SOC 1 ”) issued by the American Institute of Certified Public Accountants. The CRMP is designed to support compliance with applicable global privacy and data protection obligations, including the Australian Privacy Act 1988 (“ Privacy Act ”) and the EU General Data Protection Regulation (“ GDPR ”), and is expected to be scalable across all jurisdictions in which the Company operates, now and in the future. The Company’s evaluation of, and integration efforts relating to, these existing frameworks have resulted in strongly aligned information security and risk management elements, methods and technologies. The Company continually scrutinizes and refines its cybersecurity and risk management programs to ensure they remain responsive to the evolving threat landscape and effectively address emerging risks across all areas of the business. The Company has expanded its investment in IT and cybersecurity with the implementation of layered security controls, improved identification and protection of critical assets, and strengthened monitoring and alerting capabilities. As part of this approach, the Company has implemented a fully managed Detection and Response (“ MDR ”) service that combines an advanced security platform spanning endpoint, identify and cloud environments with 24/7 monitoring by specialist security analysts. This service provides continuous threat hunting, investigation and response capabilities to proactively detect and contain cybersecurity threats. The Company has appointed a Director Global IT to assess and analyze the Company’s enterprise cybersecurity, governance, risk, and compliance (“ GRC ”) operations and programs against the NIST Cybersecurity Framework and the CIS Critical Security Controls. In addition, the Company engages specialist independent third-party cybersecurity firms to conduct annual penetration testing (internal and external) to validate the effectiveness of technical controls and identify areas for improvement. These activities support the ongoing maturity of the Company’s cybersecurity program and inform a rolling multi-year roadmap to further enhance the Company’s cyber resilience and to protect stakeholders, systems and information assets. The Company has established its interdisciplinary team to monitor and assess cybersecurity risks on an ongoing basis, which is led by the Company’s Chief Financial Officer (“ CFO ”) . It is a cross-departmental team that consists of legal, finance, internal audit and operations personnel, with all significant implementation efforts executed by the Director Global IT, who has more than 30 years of experience in IT, including extensive involvement in cybersecurity strategy, enterprise risk management and the oversight of IT environments spanning multiple sites and jurisdictions. The team is in charge of developing, maintaining and measuring compliance with CRMP and dedicates significant resources to cybersecurity and risk management processes to adapt to the ever-changing cybersecurity landscape and to respond to emerging threats in a timely and effective manner. Additionally, the team reviews enterprise-level cybersecurity risks at least annually, or more frequently as required, including risks arising from third-party service providers. 73 Table of Conten t s The Company maintains a structured cybersecurity incident management framework supported by continuous security monitoring, employee awareness and training and formally documented response procedures. Any cybersecurity incidents are identified through technical and internal reporting mechanisms and are managed in accordance with the Company’s Incident Response Plan and Disaster Recovery Plan (together, the “ Response Plans ”). The Response Plans define the governance, escalation, containment, investigation, remediation, recovery and communications requirements for cybersecurity incidents, including executive and Board-level oversight where appropriate. The framework is designed to enable timely detection, effective response and orderly recovery from cybersecurity incidents while supporting regulatory and contractual reporting obligations and the safe restoration of normal business operations. The Board has delegated primary oversight of the Company’s cybersecurity risks and management’s approach to monitoring, mitigating and responding to those ri