Energy Fuels Inc.
11/04/2026 | Press release | Distributed by Public on 11/04/2026 15:55
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Additionally, the following discussion and analysis should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2025. This Discussion and Analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. See "Cautionary Statement Regarding Forward-Looking Statements."
All dollar amounts stated herein are in U.S. dollars, except share amounts and currency exchange rates, unless specified otherwise.
Our Company
We produce several of the critical materials essential to U.S. energy security and advanced technologies, including uranium, REEs and HMS, to strengthen domestic supply chains and reduce reliance on foreign sources. We own conventional uranium, uranium/vanadium and REE/HMS properties, projects in various stages of operation, development, exploration and permitting, and fully permitted uranium and uranium/vanadium projects on standby. The Company's White Mesa Mill near Blanding, Utah, is the only licensed and operating uranium mill and the only uranium mill capable of producing separated REE oxides in the U.S.
The Mill is our key to building a critical materials processing hub in the U.S. through the production of uranium, REEs, vanadium and potentially radium. Uranium powers carbon and emission free baseload nuclear energy. Nuclear energy is one of the most reliable forms of power to support U.S. energy independence and decarbonization goals. REEs are essential to manufacture permanent magnets used in EVs, hybrid EVs, defense systems, robotics and other advanced technologies. We produce the materials to derive titanium and zirconium products derived from our HMS projects. Titanium is used in pigments, aircraft engines and airframes, spacecraft components, and medical devices, while zirconium is crucial for fuel rod cladding, reactor components, jet engine parts and advanced ceramics in medical, aerospace and chemical applications. We are evaluating recovering radium from our uranium and REE processing streams, which has the potential to provide materials needed for emerging TAT cancer treatments. We also recover uranium from Alternate Feed Materials at the Mill, recycling valuable resources that would otherwise be discarded and returning them to the fuel cycle to support U.S. nuclear energy and national security objectives.
During Q3 2026, we: mined uranium ore from the Pinyon Plain mine in Arizona and the La Sal Complex in Utah and stockpiled the material at the Mill to process stockpiled ore and Alternate Feed Materials at the Mill to produce finished U3O8 commencing in Q4 2026; performed development activities at the Donald Project in preparation for an FID, which is expected by the end of 2026; continued negotiating fiscal and stability arrangements, seeking government approvals and performing permitting and development activities at the Vara Mada Project to prepare for a potential FID, which requires suitable fiscal and stability arrangements to be finalized with the Government of Madagascar; continued drilling activities and resource evaluation at the Bahia Project; performed various permitting, exploration and development activities across uranium and uranium/vanadium properties in the U.S.; and continued to complete reclamation and post-closure monitoring activities at the Kwale Project in Kenya.
The Company is becoming a leading western company with geographically diversified commercial capabilities across every critical step of the REE value chain from mine to magnet. The Company has REE feedstock supply sources at its "shovel ready" Donald Project and once developed, its Vara Mada and Bahia Projects, which are currently in the permitting and development and exploration and permitting phases, respectively. The Company processes monazite and other REE-bearing feed materials into separated REE oxides at the White Mesa Mill. Following the ASM Acquisition, including its operational KMP, the Company manufactures REE metals and alloys. The Company expects to expand its REE metals and alloys manufacturing capacity upon development of the AMP, subject to financing, permitting and a positive FID. Subject to the successful acquisition of VAC, the Company expects to manufacture high-performance permanent REE magnets at VAC's European facilities and its recently commissioned Sumter Facility in Sumter, South Carolina, U.S.A. Additionally, during Q3 2026, the Company approved commencement for construction of a commercial-scale 'heavy' rare earth circuit at the Mill for the production of Tb, Dy and other heavy REE oxides, intended to supply the Company's planned REE metal, alloy and magnet manufacturing capabilities and further advance the Company's mine-to-magnet platform.
Recent Updates
Uranium Segment
Uranium Mine Activities
The Company continued mining ore and mineralized material at its Pinyon Plain, La Sal and Pandora mines, during Q3 2026. Such uranium-bearing ore and mineralized material was processed at the Mill and/or stockpiled at the mines or Mill for future processing, subject to market conditions, contract requirements and the Mill's processing schedule. The Company's estimated mined pounds of U3O8 was as follows:
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||
|
Pinyon Plain Project(1)
|
320,000 | 945,000 | |||||||||
|
La Sal Project(2)
|
65,000 | 180,000 | |||||||||
| Total mined | 385,000 | 1,125,000 | |||||||||
(1) Weighted average grade for the three and nine months ended September 30, 2026 was 1.04% and 0.95%, respectively.
(2) Contained pounds of U3O8 within mineralized material from the La Sal and Pandora mines, which constitute a portion of the La Sal Project.
To accelerate production from its low-cost Pinyon Plain mine in 2026, the Company has transitioned miners from the La Sal Project to the Pinyon Plain Project, and the Company expects to increase mined ore to stockpile at the Mill for processing during Q4 2026 and/or 2027, subject to market conditions, contract requirements and the Mill's schedule.
The Company plans to continue to maintain its other uranium 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. To this end, the Company completed rehabilitation work at its Whirlwind mine and commenced development work for future production, which, along with the Company's Nichols Ranch ISR project, could be positioned to commence uranium production within one (1) year from a "go" decision. The Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels' uranium production by up to approximately 600,000 pounds of U3O8 per year starting as early as 2027.
The Company continued permitting and development on its Roca Honda Project in New Mexico, its Bullfrog Project in Utah, and its EZ Project in Arizona, which together with its Sheep Mountain Project (a large conventional project in Wyoming) could expand the Company's uranium production to a run-rate of up to five million pounds of U3O8 per year in the coming years. In addition, the Company has initiated rehabilitation and permitting work at its Energy Queen mine (western end of the La Sal Complex) in an effort to put that portion of the Complex into production in 2028. These projects serve as important pipeline assets for the Company's future conventional uranium production capabilities, as market conditions may warrant.
Mill Activities (Uranium)
The Mill processed and produced 1.66 million pounds of finished U3O8 during the nine months ended September 30, 2026.
As planned, the Company commenced its conventional ore processing campaign at the Mill in Q4 2025 and completed it in Q2 2026. The Company is currently rebuilding its ore and mineralized material stockpiles in preparation for the next conventional uranium ore run at the Mill, which is currently scheduled to commence in Q4 2026 and run into Q2 2027, followed by a monazite processing campaign for the next several months, subject to market conditions, contract requirements and the Mill's schedule. Stockpiled material available at the Mill, which can be processed into finished U3O8 product on a relatively short notice, provides the Company more flexibility in securing sales on the most favorable terms when needed.
TAT Activities
The Mill also continued to advance its research and development ("R&D") activities on medical isotopes and to engage in discussions with buyers interested in off-take agreements for the material. The Company is evaluating the potential to recover Ra-226 and Ra-228 from its existing uranium and REE process streams for use in the development of TAT medical isotopes for the treatment of cancer, which is seeing promising results in clinical trials to date. The majority of TAT drugs will require reliable and secure supplies of radium, which pharmaceutical companies use to produce other short half-life, alpha-emitting elements for production of TAT drugs. Currently, there are no commercial supplies of radium at commercial scale. Therefore, Energy Fuels sees significant potential opportunity to become a radium supplier.
Rare Earth Elements Segment
REE Separation Circuits at the Mill
Existing Phase 1 Circuit
In 2024, the Company completed construction and commissioned modifications to the Mill's existing solvent extraction ("SX") circuits for the commercial separation of NdPr at the Mill, while at the same time producing "heavy" samarium-plus ("Sm+") RE Concentrate. These modifications enabled the Mill's leach circuits to crack and leach monazite, and its SX circuits to separate NdPr. Together, these enhancements and modifications are referred to as the "Phase 1 Circuit".
The existing 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 oxide per year. Although the modifications to the Mill's SX circuit in the Phase 1 Circuit are stand-alone, 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 infrastructure with the Mill's uranium circuits, and as a result, Phase 1 Circuit REE production and conventional uranium production cannot be run at the same time, as 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 modest cost and effort. The Company is also seeking other sources of REE feedstock, including MREC, which, upon receipt of required licensing approvals, can be fed directly into the Mill's dedicated REE SX circuits and not interfere with uranium production.
As currently configured, the Phase 1 Circuit has the capacity to process the first phase of the Donald Project monazite production (once developed) for the recovery and separation of NdPr oxide and an Sm+ mixed RE concentrate. Separated NdPr oxide and a mixed RE concentrate may either be sold on the market or stockpiled for separation of the heavy REEs, including Tb and Dy, upon completion of the expansion of the Phase 1 Circuit as described below and/or the planned Phase 2 Circuit at the Mill.
Expansion of Phase 1 Circuit
During Q3 2026, the Company approved commencement of construction to expand its Phase 1 REE separation capabilities at the Mill to enable the large-scale production of heavy rare earth oxides, which is expected to add the capacity to produce up to approximately 21 tpa of Tb, 122 tpa of Dy, 148 tpa of Sm, 21 tpa of Eu, and 143 tpa of Gd oxides, along with other rare earth elements (SEG Carbonates (Sm, Eu, and Gd, pending commissioning of separation circuits for those elements) and Ho+ Carbonate (holmium, erbium, thulium, ytterbium, Lu and Y)). Tb and Dy are heavy rare earths added to most high-end rare earth permanent magnets ("REPMs") to increase coercivity (resistance to demagnetization) and high-temperature performance, and to enable smaller, lighter, and more powerful electric motors. The planned expansion is expected to be completed as early as Q1 2028, with respect to the addition of the Tb and Dy circuits, and by the end of 2028 with respect to the addition of the Sm, Eu and Gd circuits, depending on market needs.
The Mill's heavy REE expansion is sized and timed to process the anticipated near-term monazite output from the Company's Donald Project joint venture in Australia. In October 2026, Export Finance Australia ("EFA") and the National Reconstruction Fund Corporation ("NRFC") conditionally approved term loan facilities as part of a proposed AUD 200 million senior project finance debt facility to support construction of Phase 1 of the Donald Project, comprising up to AUD 180 million in aggregate from EFA and NRFC, with the remaining AUD 20 million contemplated from commercial lenders. The Company is targeting a positive FID by the end of 2026. Phase 1 of the Donald Project is expected to produce an average over the first five years of mine life of approximately 9,000 tpa of REE concentrate containing monazite and xenotime, which is planned to be processed at the Mill into NdPr, Tb and Dy oxides. These REE oxides are expected to support the Company's planned integrated REE supply chain, including the KMP and planned AMP and, subject to completion of the VAC Acquisition, VAC's REPM manufacturing facilities as early as 2028.
Concurrently, 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 intermediate REE products from third-party sources in the Phase 1 Circuit, subject to receipt of all regulatory approvals. As MREC or similar intermediate 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, Tb, Dy and other heavy REEs without interfering with uranium production, thereby allowing the simultaneous production of uranium and separated REE products.
This Phase 1 Circuit expansion project is estimated to have a total capital expenditure of approximately $104 million. The debt component for the heavy rare earth expansion is currently planned to be covered by a previously announced conditional loan commitment from the U.S. government. The equity component will be covered out of the Company's working capital, which
was approximately $932 million as of September 30, 2026. The Company has also applied for grant funding from other U.S. government agencies for the Phase 1 Circuit expansion.
Planned Phase 2 Circuit
The Company also plans to expand its NdPr, Tb and Dy production capability, and potentially other REE production capability, through the development of its proposed 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 87 tpa of Tb and 362 tpa of Dy oxides from the combined Phase 1 Circuit and Phase 2 Circuit. 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 independently of (and simultaneously with) the Mill's conventional uranium and uranium/vanadium production.
This Phase 2 Circuit expansion is expected to process monazite supplied largely by the Company's current and development projects, including all phases of the Donald, Vara Mada, and Bahia Projects, along with third-party monazite concentrates and other feedstocks. The oxides produced at the Mill from these monazites and other feedstocks would support more than 100% of the expected internal demand of the planned expansion of the KMP and its planned AMP in the U.S. This in turn would produce sufficient magnet alloy to supply more than 100% of the internal demand for VAC's planned U.S. and European magnet manufacturing expansions, subject to the successful acquisition of VAC, resulting in a total integrated mine-to-magnet supply chain capable of producing 15,700 tonnes of REPMs per year in the coming years, or sufficient magnets to supply up to six million electric/hybrid-electric vehicles per year, four million humanoid robots per year, 31 million internal combustion engine vehicles per year, 3,140 offshore wind turbines per year, or 7.8 billion iPhones per year (quantities of end-use products are highly dependent on specific designs and applications - the numbers presented here are for illustrative purposes only, to generally describe the scale of Energy Fuels' proposed expansions).
The BFS estimates initial capital costs for the Phase 2 Circuit expansion of approximately $410.0 million (+/- 15%) and indicates attractive project economics, including significant expected annual earnings before interest, taxes, depreciation and amortization ("EBITDA") over the modeled project life. The debt component for these capital costs is included in a previously announced conditional loan commitment from the U.S. government.
The Company currently expects to complete the Phase 2 Circuit expansion by mid-2029, subject to licensing, financing, receipt of sufficient feedstock and a positive FID.
The Phase 2 Circuit expansion is intended to position the Company as a leading domestic processor of both light and heavy REE oxides, supporting a secure U.S.-based REE supply chain. The BFS assumes feedstock supply from the Company's HMS and monazite projects, as well as third-party sources including MREC and similar feedstocks, subject to permitting, development and market conditions.
The following table summarizes the Mill's existing and planned REE circuit capacity:
| Phase | NdPr (tpa) | Tb (tpa) | Dy (tpa) | ||||||||||||||
| Phase 1: NdPr (Existing) | 1,000 | - | - | ||||||||||||||
| Phase 1: Heavies (Construction) | - | 21 | 122 | ||||||||||||||
| Phase 2: (Planned) | 5,229 | 66 | 240 | ||||||||||||||
|
Total (Phase 1 + Phase 2)(1)
|
6,229 | 87 | 362 | ||||||||||||||
(1) Actual recoveries may differ.
REE Feed Sources
The Company has focused primarily on monazite concentrates due to the superior concentrations of the three critical "magnet" REEs (NdPr, Tb and Dy) compared to many other REE-bearing minerals, mainly due to the presence of xenotime, which is another REE-bearing phosphate mineral that is often found with monazite. 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 also 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 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 is expected to contain similar or more favorable distributions of heavy REEs as monazite sands themselves.
Successful Pilot Production of Tb
On March 25, 2026, the Company announced that it successfully produced its first kilogram of high-purity Tb oxide at the Mill. Using monazite ore sourced from the U.S., the Company achieved a Tb oxide purity of approximately 99.9% at pilot scale, which meets the specifications required by many global manufacturers of REPMs. This milestone follows the Company's recent pilot-scale production of approximately 30 kg of high-purity Dy oxide and further demonstrates the technical capability of the Company's existing rare earth processing infrastructure to produce separated heavy rare earth oxides from primary mineral feedstocks. The Company is currently in the process of piloting Gd separation at the Mill.
Acquisition of Australian Strategic Materials
On August 28, 2026, the ASM Acquisition was completed pursuant to the Deed.
Under the Deed, at closing, each holder of ordinary shares of ASM received consideration of (i) 0.053 Company common shares for each ASM share held on the Scheme Record Date (being 5 pm Sydney, Australia time on August 21, 2026) (the "Share Consideration"), and (ii) AUD 0.13 in cash. The total Scheme Consideration was approximately $248.49 million, including total Share Consideration issued by Energy Fuels of $217.24 million based on the closing price of the Company's common shares as of August 28, 2026 and total cash consideration to ASM shareholders of approximately $26.10 million. In addition, ASM option holders received AUD 0.50 per ASM option under a separate, but concurrent, scheme of arrangement, resulting in total cash consideration to ASM option holders of approximately $5.15 million. Holders of ordinary shares of ASM that reside in certain jurisdictions will receive the net proceeds from the sale made by a nominee of the Company's common shares in lieu of the Share Consideration.
Korean Metals Plant and Potential American Metals Plant
The KMP, acquired through the ASM Acquisition, is the Company's current REE metals and alloys metallization facility. It has twelve furnaces installed and one strip caster, with installed alloy nameplate production capacity of approximately 1,300 tpa of neodymium-iron-boron ("NdFeB") alloy. To support expected customer demand, ASM has initiated a phased expansion. Phase 2 ramp up is progressing toward the facility's full nameplate capacity of 3,600 tpa of NdFeB alloy through additional furnaces and a second strip caster. Eight additional furnaces were installed in the first half of 2026 to maximize NdPr metal output. The second strip caster has been purchased and is being installed at KMP; together with the existing operational strip caster, it will raise total strip cast capacity to 3,600 tpa. Early planning has also begun for a potential Phase 3 expansion that could increase total nameplate capacity to around 5,600 tpa, positioning KMP as a cornerstone asset in global rare earth supply chains and a key enabler of advanced magnet and manufacturing markets. Phase 3 will be conditional on internal and external demand for metals and alloys, taking into consideration additional capacity available at an AMP if developed as planned.
Subject to completion of the pending VAC Acquisition, the Company intends to use the KMP's metal and alloy production capabilities to supply VAC's REE magnet manufacturing operations. The KMP would provide the metallization and alloying step between separated REE oxide production at the Mill and downstream magnet manufacturing at VAC. Metal and/or alloy production capacity not required for the Company's internal needs may be available for sales to third-party customers, subject to market conditions.
The KMP achieved a significant milestone with the first commercial sales of Tb and Dy metal - two of the most technically challenging and strategically important REEs. These products were validated and have contributed to a surge in inquiries from global manufacturers seeking reliable heavy rare earth supply partners. To meet this demand, and to satisfy the Company's internal demands upon closing of the VAC Acquisition as contemplated, the KMP is actively expanding its heavy REE metal production capacity and is targeting commencement of commercial-scale heavy REE metal production in 2027.
Further to the operational success of the KMP, ASM has explored the strategic expansion of its metallization capability and the extension of its vertically integrated strategy through the proposed AMP. The AMP is expected to leverage the U.S. government focus on supply chain vulnerability and domestic production capabilities in the rare earth and metallization market to position the Company to address critical U.S. supply chain needs and strengthen the enduring partnership between the U.S. and Australia. The AMP is expected to replicate proprietary alloy production processes, NdPr metallization and advanced heavy rare earth metallization techniques to focus on NdFeB alloy production from separated rare earths (NdPr, Dy, Tb), which are critical to defense, magnet, mobility, manufacturing and clean energy applications and represent acute supply chain vulnerabilities in the U.S. The proposed AMP is expected to have an initial nameplate production capacity of 2,000 tpa (with the ability to expand to 4,000 tpa) of alloy. The Company remains engaged with U.S. and state government agencies and funding bodies to meet relevant permitting and funding requirements, to identify and select the optimal location for the AMP, and to negotiate and understand state incentives available for such facility. If the VAC Acquisition closes as contemplated, the AMP could potentially be located in Sumter, South Carolina, adjacent to VAC's existing REE magnet-making facility, or another location.
Pending Acquisition of Vacuumschmelze GmbH & Co. KG
On June 23, 2026, as amended on October 13, 2026, the Company entered into a definitive agreement to acquire 100% of Vacuumschmelze GmbH & Co. KG, Ara VAC TopCo US LLC and their respective consolidated subsidiaries (collectively, "VAC") from Ara Partners. VAC is a global producer of advanced magnetic materials and permanent magnet solutions. The transaction valued VAC at approximately $1.9 billion, based on Energy Fuels' closing share price of $16.12 as of June 22, 2026, and is expected to substantially increase the Company's value in the global rare earth supply chain by offering downstream magnetic materials and magnet manufacturing capabilities.
VAC operates REPM facilities in the U.S. (Sumter, South Carolina), Germany (Hanau) and Finland (Ulvila), as well as other soft magnetic facilities in Slovakia, Malaysia and China. VAC is a leading manufacturer of permanent magnet materials and magnetic solutions serving a variety of end markets, including automotive, industrial, energy, robotics, aerospace and defense applications.
The ASM Acquisition and pending acquisition of VAC are expected to complement the Company's existing rare earth mining, processing and separation operations, to create an integrated platform from REE mines to magnets.
Qualification of Tb for Permanent Magnet Production
On August 19, 2026, the Company announced that its Tb oxide produced at the Mill was qualified for use by the largest permanent magnet manufacturer in Japan and one of the largest REPM manufacturers outside of China. The manufacturer informed the Company that the Tb oxide met all applicable specifications and was approved for use in commercial permanent magnet production without further qualification or validation.
The Company previously announced the qualification of its NdPr and Dy oxides for permanent magnet manufacturing applications.
Heavy Mineral Sands Segment
Heavy Mineral Sands Initiatives
The Company strategically entered the HMS sector to enhance the security, reliability and cost efficiency of its monazite concentrate supply chain. Monazite concentrate is the Company's primary REE feedstock and contains favorable concentrations of the "magnet" REEs (NdPr, Tb and Dy) and other "heavy" REEs such as Sm, Gd, Lu and Y, which are in short supply and used in a number of technological and defense applications. The Company can process monazite concentrate at the Mill using its existing licenses, infrastructure and expertise. HMS mines also produce titanium and zirconium minerals, including ilmenite, rutile and zircon. The Company owns 100% of the Vara Mada and Bahia Projects and has the right to earn up to a 49% joint venture interest in the Donald Project pursuant to which Energy Fuels expects to offtake all monazite.
Vara Mada Project
The Company acquired control over the Vara Mada Project on October 2, 2024 through its acquisition of Base Resources. At the time of the acquisition, the Project had, since November 2019, been suspended by the Government of Madagascar. Shortly after the acquisition, on November 28, 2024, the Government lifted the suspension and on December 5, 2024, the Company entered into the Madagascar memorandum of understanding ("MOU") setting forth certain key terms applicable to the Project. Following lifting of the suspension and entry of the Madagascar MOU, the Company has been in the process of re-commencing development efforts and investment in the Project, re-establishing community and social programs, and advancing technical, environmental, social and other activities necessary to achieve a positive FID.
Since acquiring the Vara Mada Project, the Company has been in discussions with the Government of Madagascar to establish the necessary legal regime to support development of the Vara Mada Project, which will be required before a positive FID can be made. These discussions have been focused on, among other things, mechanisms for achieving legal and fiscal stability, select tax and custom benefits, necessary adjustments to foreign exchange rules, protections from expropriation and access to international arbitration for dispute resolution. The Company has also been seeking clarification of existing procedures for adding monazite to the Vara Mada Project's mining permit, which currently allows for the production of ilmenite, rutile, and zircon. Discussions with the Government have focused on addressing these issues through an investment agreement to be approved by Parliament or through revisions to existing Malagasy law applicable to large-scale mining investments.
The Company monitors political, social and economic conditions in Madagascar, including political stability and social unrest, that may impact the Vara Mada Project, including with respect to the Vara Mada Project's development prospects or timelines, the ability to achieve suitable fiscal or other terms applicable to the Vara Mada Project or the ability to achieve a positive FID. There can be no assurance of achieving sufficient legal and fiscal stability or the timing thereof or obtaining approval of the addition of monazite to the mining permit or the timing thereof. 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 Vara Mada Project or prevent or otherwise have a significant effect on the development of the Vara Mada Project or the Company's ability to recover monazite from the Vara Mada Project. These developments have not had an impact on the financial results of the Company at this time.
In January 2026, the Company announced the results of an updated Feasibility Study ("FS") for the Vara Mada Project, which evaluated the long-term development potential and economic viability of the Vara Mada Project. The FS was prepared in accordance with U.S. Regulation S-K 1300 and Canadian NI 43-101 and confirms the Vara Mada Project's world-class scale, long mine life and robust economics as a REE and HMS development opportunity. Based on the FS, the Vara Mada Project is expected to have a modeled mine life of approximately 38 years and, at full production capacity, is projected to generate post-tax, pre-debt net present value (10% discount rate) of approximately $1.8 billion and a post-tax internal rate of return of approximately 25%. In addition, the FS indicates that the project could ramp up to over $500 million of annual EBITDA and generate average annual free cash flow of approximately $264 million over the modeled mine life. These projected economics are supported by Proven and Probable mineral reserves and long-term price assumptions for ilmenite, zircon, rutile and monazite. The FS contemplates staged capital development and includes the potential processing of monazite at the Mill; however, downstream REE processing and oxide production are not included in the base FS economics.
Donald Project
The Donald Project is a well-known REE and HMS deposit that the Company believes could provide it with a near-term, low-cost, and large-scale source of monazite sand. Upon development, monazite is expected to be transported to the Mill for recovery of separated REE products. The Donald Project has all major regulatory approvals required to construct and operate the project. It is expected that monazite that would be produced from the Donald Project contains elevated concentrations of the "heavy" REE oxides, including Tb and Dy. The Company currently expects to make an FID on the Donald Project by the end of 2026, subject to market conditions and financing.
The JV Agreements provide Energy Fuels with the right to invest up to AUD 183 million in cash to earn up to a 49% interest in the Donald Project JV along with issuing Common Shares having a value up to $17.50 million. The JV Agreements provide the Company the right to offtake all monazite/xenotime produced from the Donald Project.
The following table summarizes the Company's investments through September 30, 2026 (in thousands) and ownership interest in the Donald Project JV as of September 30, 2026:
| AUD | USD | ||||||||||
| Contributions to earn-in to 49% interest: | |||||||||||
|
Cash(1)
|
$ | 183,000 | $ | 127,423 | |||||||
|
Common Shares(2)
|
25,000 | 17,500 | |||||||||
| Total earn-in | $ | 208,000 | $ | 144,923 | |||||||
| Contributions and Advances inception to date: | |||||||||||
| Cash contributions | $ | 60,120 | $ | 40,883 | |||||||
| Common Share contributions | 5,000 | 3,500 | |||||||||
| Total equity contributions | 65,120 | 44,383 | |||||||||
|
Advances to Donald Project JV(3)
|
37,060 | 25,621 | |||||||||
| Total contributions | $ | 102,180 | $ | 70,004 | |||||||
| Remaining contributions: | |||||||||||
|
Cash contributions(1)
|
$ | 85,820 | $ | 59,757 | |||||||
|
Common share contributions(2)
|
20,000 | 14,000 | |||||||||
| Total remaining contributions to earn-in | $ | 105,820 | $ | 73,757 | |||||||
| Ownership interest: | |||||||||||
| Energy Fuels | 15.3 | % | 15.3 | % | |||||||
| Astron | 84.7 | % | 84.7 | % | |||||||
(1) Stated in AUD per the JV Agreements. Translated as of September 30, 2026 at an exchange ratio of A$1.00 to $0.6963.
(2) Fixed exchange rate per the JV Agreements.
(3) The exchange ratios were fixed upon payments. The Advances are secured by the underlying assets and do not bear interest unless an event of default occurs. If a positive FID is made on the Donald Project, the outstanding Advances are expected to be applied to the Company's earn-in interest in the Donald Project JV. If a positive FID is not made, the Advances become due and payable subject to the terms of the JV Agreements, as amended.
Bahia Project
The Bahia Project is an HMS deposit containing monazite that the Company believes has the potential to supply meaningful quantities of REEs to the Mill for processing into high-purity REE oxides. Since acquiring the deposit, the Company has been focused on an exploration program over the 40 kilometer trend of the deposit. Recently, the Company completed its Phase 3 drilling program, where it drilled over 8,000 meters with both its own sonic drill rig and a contract hollow auger rig. Samples from that drilling program are currently being assayed at SGS in Belo Horizonte for total heavy mineral content as well as chemical composition. The Company has completed the permitting on its Phase 4 drilling program that it plans to commence drilling program in late 2026 or early 2027.
Market Conditions and Trends
The following discussion provides an overview of market conditions for the commodities relevant to the Company's operations and development activities. These market conditions influence pricing, demand, sales opportunities, production decisions, inventory strategies and the timing of development and investment activities. Market conditions are subject to volatility and uncertainty and may change based on a variety of factors, including global economic conditions, geopolitical developments, government policies and supply-and-demand dynamics.
Uranium Market
The following table sets uranium prices (dollars per pound) from TradeTech LLC ("TradeTech"):
| June 30, | September 30, | Percent | October 30, | |||||||||||||||||
| Price | 2026 | 2026 | Change | 2026 | ||||||||||||||||
| Weekly Spot | $ | 85.00 | $ | 89.75 | 6 | % | $ | 93.25 | ||||||||||||
| Monthly Long-Term | $ | 97.00 | $ | 97.00 | - | % | $ | 97.00 | ||||||||||||
The Company believes that demand for clean, carbon-free, reliable and affordable baseload electricity, including nuclear energy, is increasing. Concurrently, the nuclear fuel market remains in a supply deficit as existing uranium mines and inventories decline and geopolitical developments increase concerns regarding security of supply. Accordingly, the Company believes the current- and long-term fundamentals of the uranium industry remain positive.
The Company expects global nuclear generating capacity to increase through the construction of new nuclear units and the extension of existing capacity. Meanwhile, primary uranium mine production continues to face challenges from resource depletion, production disruptions, commissioning and logistical issues, and uranium prices that may be insufficient to incentivize the development of new production. The Company believes uranium prices will need to be sufficiently high to support additional primary production to address the resulting supply deficit.
According to TradeTech, world uranium requirements continue to exceed primary mine production, with the shortfall being met by secondary supplies and inventories of previously mined uranium. In addition, a significant portion of global uranium production is state-owned and state-subsidized and may not respond to conventional market forces. Geopolitical developments, including Russia's invasion of Ukraine and the scheduled expiration on December 31, 2027, of waivers under the U.S. prohibition on imports of Russian uranium, have increased the focus of U.S. and European utilities on non-Russian sources of uranium. Tensions between the U.S. and China, as well as Kazakhstan's and Uzbekistan's commercial and political ties with Russia, may also affect the security and availability of future nuclear fuel supplies. As a result, the Company has observed more interest in both spot transactions and long-term contracts for U3O8 from utilities.
The Company believes that these uranium supply and demand fundamentals, together with increasing demand for electricity from data centers, artificial intelligence and other technology applications, could support sustained uranium market strength and higher prices. However, the uranium market remains subject to significant uncertainty, including the availability of secondary supplies and inventories and the activities of state-owned enterprises. Russia, and increasingly, China maintain significant capabilities across the nuclear fuel cycle, and changes in geopolitical conditions, trade restrictions or other factors could increase the availability of supplies from these sources and adversely affect uranium market conditions.
Vanadium Market
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. According to market consultant FastMarkets, over 90% of FeV is used in the steel industry. Vanadium is also used in the aerospace and chemical industries and continues to attract interest for energy storage applications, including vanadium redox flow batteries. China is the largest global producer of vanadium, with additional production coming from Russia, South Africa, and Brazil (according to Wood Mackenzie).
The Company believes demand for steel is the primary driver of vanadium pentoxide ("V2O5") prices and is influenced by global economic conditions and activity in construction, infrastructure and automotive sectors. According to FastMarkets, tariffs and counter-tariffs have slowed trade between the U.S. and China, two significant markets for steel and ferro-alloys contributing to reduced ferroalloy demand in certain end markets, including the automotive and appliance industries. The Company expects V₂O₅ prices could rise with stronger global economic confidence or greater demand from U.S. critical mineral initiatives.
During the three months ended September 30, 2026, the mid-point price (dollars per pound) of vanadium in Europe had the following activity:
| June 30, | September 30, | Percent | October 30, | |||||||||||||||||
| Price | 2026 | 2026 | Change | 2026 | ||||||||||||||||
| Midpoint | $ | 5.99 | $ | 5.35 | (11) | % | $ | 5.35 | ||||||||||||
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 EVs, robotics, wind energy, cell phones, computers, flat panel displays, advanced optics, catalysts, medicine and defense applications. Monazite also contains significant recoverable quantities of uranium. 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 (according to Adamas Intelligence). By volume, NdPr, Tb and Dy used for permanent magnets in
drive unit motors for EVs and plug-in hybrid EVs ("PHEV"), and lanthanum ("La") and cerium ("Ce") used in catalysts comprised 60% of total consumption, yet over 90% of the value consumed.
Typical concentrated monazite sands from the southeast U.S. average approximately 55% TREO and 0.20% uranium, which is the typical grade of uranium found in mines that have historically fed the Mill. Of the 55% TREO, the NdPr typically comprises approximately 22% of the TREO. NdPr is the key ingredient in the manufacture of high-strength permanent magnets, which are essential to the lightweight and powerful synchronous motors required in EVs, PHEVs, and permanent magnet used in wind turbines for renewable energy generation, as well as in an array of other modern technologies, including mobile devices, robotics and defense applications. Monazite also contains higher concentrations of "heavy" REEs than other REE-bearing minerals, including Tb and Dy used in permanent magnets used in EVs, PHEVs, defense and other applications, and Sm, Gd, Lu and/or Y, which are currently in limited demand, but are seeing growing interest by the U.S. government for national security purposes and manufacturers for commercial production.
The Company is currently focused primarily on NdPr, Tb, Dy, Sm, Eu and Gd, but has the capability to separate other REEs such as 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 REEs 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 are numerous prices for various REE compounds, materials, production sources and delivery locations. The Company expects to primarily generate value in the short- to medium-term to come from NdPr, Dy, and Tb oxides, which the Mill has produced in commercial and/or pilot quantities. Following the successful ASM Acquisition, the Company has the ability through the KMP to produce REE metals and alloys. If the Company similarly successfully completes the acquisition of VAC, the Company will have the potential to generate value from the manufacture and sale of REPMs and other advanced magnetic materials.
Monazite Concentrates
Monazite concentrates are an excellent source of REEs, uranium and thorium, and particularly the magnetic REEs (NdPr, Sm, Tb and Dy) when compared to other REE-bearing minerals. The uranium in monazite can be used for nuclear power, and thorium can potentially be used for thorium salt reactors and medical isotope production.
Most monazite produced from HMS is in the form of either a separated monazite concentrate or as monazite contained in HMC. Currently, most monazite concentrates produced globally are 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, and other technologies including advanced robotics.
Monazite prices have been on an upward trend since mid-2025 due to an improvement in REE pricing linked to Chinese government-imposed restrictions on REE exports from China. Pricing remained elevated through Q3 2026, and despite intra-quarter volatility, certain key REE products recovered or increased by the end of the quarter.
The following tables set forth the prices for certain REE compounds and materials mid-point prices in USD$/kg, according to data from Benchmark Mineral Intelligence ("Benchmark"):
| June 30, | September 30, | Percent | October 30, | |||||||||||||||||
| Product/Price Index | 2026 | 2026 | Change | 2026 | ||||||||||||||||
| Benchmark (European) | ||||||||||||||||||||
|
NdPr Oxide (Pr6O11: 25%; Nd2O3: 75%)
|
$ | 110 | $ | 107 | (3) | % | $ | 110 | ||||||||||||
| Dy Oxide | $ | 1,400 | $ | 3,500 | 150 | % | $ | 3,500 | ||||||||||||
| Tb Oxide | $ | 4,750 | $ | 6,745 | 42 | % | $ | 8,250 | ||||||||||||
| Benchmark (North American) | ||||||||||||||||||||
|
NdPr Oxide (Pr6O11: 25%; Nd2O3: 75%)
|
$ | 110 | $ | 107 | (3) | % | $ | 110 | ||||||||||||
| Yttrium Oxide | $ | 1,575 | $ | 1,750 | 11 | % | $ | 2,000 | ||||||||||||
The REE magnet market is expected to see significant growth through 2040, according to Adamas Intelligence, driven by increasing demand for NdFeB magnets in EVs, PHEVs, robotics, advanced air mobility, and defense. While China consumes the most REEs in its manufacturing industries, much of this consumption supports the manufacture of end-use goods for export and production by non-Chinese companies operating within China. Outside China, major competitors of the Company include MP Materials, which operates rare earth separation and refining facilities at Mountain Pass, California, in the United States, and Lynas Rare Earths, which operates rare earth separation facilities at its advanced materials plant in Gebeng, near Kuantan, Malaysia. Other REE separation facilities are located in Vietnam, India, France (Solvay), and Estonia (Neo Performance Materials' Silmet facility), processing a variety of feedstocks from different sources. In addition, small-scale or experimental facilities operate elsewhere, including in Russia.
The Company views its commercial production of separated NdPr, pilot production and planned future commercial production of separated Tb and Dy, and planned piloting and future commercial production of separated Sm, Eu, and Gd, from both monazite concentrates (current) and MREC (future), as important first steps toward restoring a secure and resilient REE supply chain based in the U.S. Through the Vara Mada Project, Bahia Project, and the right to earn into a 49% interest in the Donald Project (with the right to offtake 100% of the produced monazite/xenotime), the Company has secured what it believes will be low-cost monazite feedstocks that can be processed in the U.S. into separated REE products available for sale to U.S., E.U. and Asian customers on a competitive basis. Upon successful development of those projects, anticipated to be between 2028 to 2030, the Company will have secured monazite sources capable of producing approximately 4,500 tonnes per year of separated NdPr along with 200 to 300 tonnes per year of separated Tb and Dy.
To further restore a secure and resilient REE supply chain, the Company expects to develop the Mill's planned Phase 2 Circuit (expected in 2029), which would have the capacity to allow the Mill to produce in total (from the Phase 1 Circuit and the Phase 2 Circuit) approximately 6,000 tonnes per year of separated NdPr along with approximately 200 to 300 tonnes per year of separated Tb and Dy, which would utilize all the monazite concentrates expected to be mined from the Company's Vara Mada, Bahia, and Donald Projects in addition to any additional monazite concentrates and MREC sources from third parties (i.e. Chemours' mines on the U.S. East Coast). 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 and MRECs from the following locations: Australia, South Africa, Madagascar, New Zealand, the Philippines, Indonesia, Brazil, Malaysia, Thailand, India, Russia and others.
Following the successful ASM Acquisition, the Company is combining the KMP and the planned AMP with REE oxide production from the Mill. The Company also now owns the advanced Dubbo REE Project in Australia.
Upon the successful acquisition of VAC, which is expected to occur as soon as Q1 2027, the Company will add operating REPM and advanced magnet manufacturing facilities in the U.S., Germany, Finland, Slovakia, Malaysia, and China. These transactions are expected to create what the Company believes would be the largest fully integrated, resilient REE "mine-to-metal and magnet" producer in the western/allied world to close a critical strategic gap in the global supply chains for magnet applications, including automotive, robotic, energy and defense technologies.
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, monazite and xenotime.
Titanium Dioxide Minerals
Ilmenite and rutile are primarily used as feedstock for the production of titanium ("TiO2") pigment with a small percentage also used in the production of titanium metal and fluxes for welding rods and wire. TiO2 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.
Sluggish global pigment demand continued through Q3 2026 due to ongoing economic weakness and the uncertainty and cost implications arising from the war in Iran. However, a combination of idled production at some major pigment operations, reductions in pigment inventory and rising input costs have resulted in major pigment producers successfully increasing their prices through Q3 2026.
The sulfate pigment process, which relies on sulfur or sulfuric acid as a key input, remains the major technology utilized for pigment production in China. The recent steep increase in global sulfur prices resulting from production and trade disruptions in the Middle East have presented a major challenge to all sulfate pigment producers. This is compounding recent increases in export freight costs and the ongoing impact of high tariffs on Chinese pigment imports in the key markets of Europe, Brazil and India. Chinese pigment producers increased pigment prices through the first half of 2026 in order to improve margins. Pigment production in China is the major global source of demand for sulfate ilmenite. A surplus of sulfate ilmenite supply, mostly from increases in African concentrates being processed in China, is maintaining pressure on sulfate ilmenite prices. Increased shipping costs, resulting from recent fuel cost escalation, are further eroding net prices received by sulfate ilmenite suppliers.
Western pigment producers are the main source of demand for chloride ilmenite and high-grade feedstocks including rutile. Major western pigment producers continue to experience challenges from the weak and uncertain economic conditions. However, the idling of a number of pigment plants (owned by a major global pigment producer who entered administration) across Europe and Asia has taken pressure off the market and pigment inventories have decreased to the point at which some restocking is reported to be occurring. Low production utilization rates across major pigment producers have eroded demand and pricing for rutile and chloride ilmenite. However, recent reports of downstream restocking may lead to an increase in pigment production rates which should improve demand for rutile and chloride ilmenite over coming months. The suspension of production of synthetic rutile by a major producer from December 1, 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. An incident at a major mineral sands mining operation in Africa during Q1 2026 is likely to impact chloride ilmenite supply for a significant part of 2026.
Demand for rutile from the welding and titanium metal sectors remains firm. 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 minor use sectors (above pigment sector pricing) has eroded due to an excess of global supply including the increase in production of premium rutile in China from concentrates being imported into China from Africa.
The Company believes that longer-term fundamentals for rutile and all grades of ilmenite are positive. Long-term pigment demand, driving consumption of rutile and ilmenite, is expected to grow at the rate of global GDP and should recover from the subdued conditions of recent years as more certainty returns to markets and we see a return to sustainable growth in housing and building sectors. Supply of TiO2 feedstock to meet future demand remains 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.
The curtailment of supply by some major producers, together with some supply disruptions and a reduction in inventories in China, has resulted in a tightening of the zircon market and an improvement in pricing through the first half of 2026. After a prolonged period of weakness, zircon demand in China, the largest global consumer of zircon, has improved as consumers have been rebuilding inventory levels. Further improvement in zircon prices will depend on the extent and sustainability of an improvement in underlying demand and the extent to which reduced supply returns to the market.
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.
The following table sets forth certain HMS prices in $/t (freight on board basis), according to TZ Minerals International Pty Ltd.'s estimated market prices published in September 2026:
| June 30, | September 30, | Percent | ||||||||||||
| Product | 2026 | 2026 | Change | |||||||||||
| Zircon (Premium) | 1,510 | 1,740 | 15 | % | ||||||||||
| Rutile (Premium, bulk) | 970 | 955 | (2) | % | ||||||||||
|
Chloride Ilmenite (60 % TiO2)
|
260 | 265 | 2 | % | ||||||||||
|
Sulfate Ilmenite (50 % TiO2)
|
195 | 185 | (5) | % | ||||||||||
Inventories
The Company's inventory balances as of September 30, 2026 were as follows:
|
Ore, mineralized material and raw materials (estimated contained pounds of U3O8)
|
975,000 | ||||
|
Work-in-process (contained pounds of U3O8)
|
70,000 | ||||
|
Finished pounds of U3O8
|
1,320,000 | ||||
|
Total pounds of finished and contained U3O8
|
2,365,000 | ||||
The mix between contained uranium in ore and mineralized material inventories and finished U3O8 product inventory depends on the timing of the processing of stockpiled uranium mineralized material at the Mill, any spot uranium sales or purchases the Company may elect to complete in 2026.
As of September 30, 2026, the Company has approximately 905,000 pounds of finished V2O5 in inventory.
Outlook for Remainder of 2026
Guidance
The Company's guidance for 2026 is as follows:
| Low | High | ||||||||||
|
Mined (contained pounds of U3O8)
|
2,000,000 | 2,500,000 | |||||||||
|
Processed (finished pounds of U3O8)(1)
|
1,500,000 | 2,500,000 | |||||||||
|
Sales (pounds of U3O8)(2)
|
1,500,000 | 2,000,000 | |||||||||
(1) The conventional uranium Mill run was completed in Q2 2026, and planned maintenance was completed during Q3 2026. A subsequent Mill run will proceed pending receipt of sufficient ore and mineralized material stockpiles to justify the restart, which is currently expected to commence in Q4 2026 and run into Q2 2027. The Company may also purchase uranium ore or mineralized material.
(2) Subject to sales into the spot market depending on market conditions.
Finished Uranium Costs Decline
The Company processed low-cost Pinyon Plain mine ores from Q4 2025 to Q2 2026 through a conventional uranium Mill run. Over the entire Mill run, we processed and produced approximately 2.4 million pounds of finished U3O8, of which 1.7 million pounds of finished U3O8 was processed and packaged in 2026. During this Mill run, the Company's average mining and transportation costs to the Mill for Pinyon Plain ore was approximately $14 per pound of recovered U3O8, which together with milling cost of approximately $9 per pound U3O8, resulted in a total weighted average cost of approximately $23 per pound of U3O8 recovered. The Company believes this ranks among the lowest costs for mined uranium production in the world. These high-grade Pinyon Plain ores were blended and processed with a relatively small quantity of lower grade, higher cost, La Sal/Pandora ores at the Company's discretion.
The Company's inventories of finished U3O8 had a weighted average cost of approximately $34 per pound U3O8 as of September 30, 2026, reflecting the weighted average cost of production and purchases of finished inventories from various
sources over the years, as the Company continued to ramp up production and maximize economies of scale, including from Alternate Feed Materials, the La Sal/Pandora mines, low-grade mine clean-up materials, and purchases of uranium on the spot market. These costs do not fully reflect the recently mined ores from the Pinyon Plain mine after completing this Mill run, which have not yet been processed.
The Company's ability to blend and match various sources of uranium feeds to satisfy contract delivery requirements is a unique element of the Company's production capabilities that no other producer has in North America.
Based on expected decreasing cost of goods sold and conservative uranium price forecasts, gross margins from the Company's uranium sales have increased throughout 2026.
Uranium Sales
The Company sells uranium into its long-term contract portfolio and on the spot market depending on uranium prices. The Company holds uncommitted uranium inventory and expects to evaluate additional spot and/or long-term uranium sales opportunities.
The Company's long-term utility contracts require future deliveries of uranium through 2032. The actual volumes delivered under these contracts may vary based on the buyer's exercise of options and quantity flexibility. As of September 30, 2026, the Company's contracted uranium sales volumes are as follows (in pounds of U3O8):
| Minimum | Base | Maximum | |||||||||||||||
| Remainder of the year ending December 31, 2026 | - | 20,000 | 40,000 | ||||||||||||||
| Year ending December 31, 2027 | 770,000 | 890,000 | 1,130,000 | ||||||||||||||
| Year ending December 31, 2028 | 770,000 | 890,000 | 1,130,000 | ||||||||||||||
| Year ending December 31, 2029 | 490,000 | 560,000 | 1,010,000 | ||||||||||||||
| Year ending December 31, 2030 | 400,000 | 460,000 | 900,000 | ||||||||||||||
| Thereafter | 160,000 | 160,000 | 240,000 | ||||||||||||||
| Total | 2,590,000 | 2,980,000 | 4,450,000 | ||||||||||||||
The San Juan County Clean Energy Foundation
The San Juan County Clean Energy Foundation (the "Foundation") is 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. As of September 30, 2026, the Foundation has awarded 59 grants totaling $1.00 million, of which $0.33 million was committed to Native American initiatives.
Known Trends or Uncertainties
The Company has had negative net cash flows from operating activities and net losses in previous years and through September 30, 2026. This is due to generally depressed uranium prices until 2024 resulting in minimal uranium production and low quantities of monazite to recover salable REE products, each of which has not allowed the Company to realize economies of scale and capital expenditures to develop the Company's growing portfolio of projects.
As part of its growth objectives and business plan, the Company routinely assesses strategic acquisition, investment and financing opportunities, including opportunities at various stages of the supply chain that are complementary or adjacent to the Company's current operations. The Company is currently in various stages of considering, and in some cases discussing and negotiating with counterparties in relation to, such acquisition, investment and financing opportunities. There is no certainty, and no assurance can be given, as to whether any definitive agreements will be entered into in relation to any material acquisition, investment or financing opportunities in the future. Further, even if any such definitive agreements are entered into in the future, no assurance can be provided as to whether any material transactions will ultimately be completed.
The Company's ability to execute its business plan effectively will depend in part on its ability to raise additional capital for the completion of any material future acquisitions and investments. No assurance can be given that any such additional funding will be made available or that, if available, it will be available on terms acceptable to the Company or its shareholders. Any additional equity financing raised to provide such funding, or issuance of shares as consideration under the relevant transaction, may be dilutive to shareholders and any debt financing, if available, may involve restrictions on financing and operating activities. In addition, if any such acquisition, investment or joint venture opportunities are completed, the Company may be exposed to risks specific to the acquired business or asset, including risks relating to operations, regulatory compliance, technology, supply chains, markets, management, integration, or other factors that differ from, or are outside of, the Company's historical areas of experience, and such risks could adversely affect the Company's business, financial condition, results of operations and prospects.
We are not aware at this time of any trends or uncertainties that have had or are reasonably likely to have a material impact on revenues, income or cash flows of the Company, other than: (i) recent activity in uranium markets, which has resulted in: (a) the Company's six long-term uranium supply agreements, with remaining deliveries subject to customer elections; (b) the Company continuing mining at three of its uranium mines (Pinyon Plain, La Sal and Pandora); and (c) selling uranium inventories and mined uranium production into its long-term contracts, and potentially on the spot market; (ii) U.S. government laws and programs, including any tariffs enacted by the President and retaliatory tariffs proposed by other countries, which could increase the cost to produce any of the Company's products and also in changes in demand and prices received for the Company's sale of its products, depending on how much tariff and other trade activities settle out, which could result in the development of commercial markets for "heavy" REEs that did not previously exist in the U.S. and U.S. government support for critical minerals, including uranium, production; (iii) volatility in prices of uranium, REEs, HMS and our other primary metals; and (iv) the Company's REE, HMS and TAT radioisotope initiatives, which, if successful, could result in improved results from operations in future years. We are not aware at this time of any events that are reasonably likely to cause a material change in the relationship between costs and revenue of the Company.
Results of Operations
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Consolidated Results of Operations
The consolidated results of operations were as follows (in thousands):
| Three Months Ended September 30, | Increase | ||||||||||||||||||||||
| 2026 | 2025 | (Decrease) | Percent | ||||||||||||||||||||
| Revenues | $ | 29,180 | $ | 17,710 | $ | 11,470 | 65 | % | |||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Costs applicable to revenues | 11,304 | 12,784 | (1,480) | (12) | % | ||||||||||||||||||
|
Exploration, development and processing(1)
|
11,807 | 12,446 | (639) | (5) | % | ||||||||||||||||||
| Standby | 3,088 | 2,525 | 563 | 22 | % | ||||||||||||||||||
| Accretion of asset retirement obligations | 579 | 687 | (108) | (16) | % | ||||||||||||||||||
|
Selling, general and administration(1)
|
15,125 | 12,634 | 2,491 | 20 | % | ||||||||||||||||||
| Share-based compensation | 3,560 | 3,300 | 260 | 8 | % | ||||||||||||||||||
| Transactions and integration related costs | 9,030 | - | 9,030 | * | |||||||||||||||||||
| Total operating costs and expenses | 54,493 | 44,376 | 10,117 | 23 | % | ||||||||||||||||||
| Operating loss | (25,313) | (26,666) | 1,353 | (5) | % | ||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Gain on sale of assets | 490 | 1,806 | (1,316) | (73) | % | ||||||||||||||||||
| Loss in unconsolidated affiliates | (32) | (327) | 295 | (90) | % | ||||||||||||||||||
| Other income (loss) | (27,977) | 8,266 | (36,243) | * | |||||||||||||||||||
| Total other income (loss) | (27,519) | 9,745 | (37,264) | * | |||||||||||||||||||
| Loss before income taxes | (52,832) | (16,921) | (35,911) | 212 | % | ||||||||||||||||||
| Income tax benefit (expense) | 462 | (84) | 546 | * | |||||||||||||||||||
| Net loss | $ | (52,370) | $ | (17,005) | $ | (35,365) | 208 | % | |||||||||||||||
| Basic net loss per share | $ | (0.20) | $ | (0.07) | $ | (0.13) | * | ||||||||||||||||
| Diluted net loss per share | $ | (0.20) | $ | (0.07) | $ | (0.13) | * | ||||||||||||||||
(1) Excludes share-based compensation.
* Not meaningful.
For the three months ended September 30, 2026, net loss increased by $35.36 million to $52.37 million or $0.20 per share from $17.01 million or $0.07 per share for the three months ended September 30, 2025, primarily due to higher mark-to-market losses on marketable securities and transaction and integration related costs related to the ASM Acquisition and pending acquisition of VAC and higher selling, general and administrative expenses, partially offset by higher uranium revenues and lower costs applicable to uranium revenues.
Revenues
Revenues increased by $11.47 million to $29.18 million for the three months ended September 30, 2026, from $17.71 million for the three months ended September 30, 2025, primarily due to higher uranium revenues driven by increased sales volumes and higher realized sales prices.
Costs Applicable to Revenues
Costs applicable to revenues decreased by $1.48 million to $11.30 million for the three months ended September 30, 2026, from $12.78 million for the three months ended September 30, 2025, primarily due to a lower weighted average cost per pound of uranium sold, partially offset by higher sales volumes.
Other Operating Costs and Expenses
Exploration, development and processing (excluding share-based compensation)
Exploration, development and processing costs (excluding share-based compensation) decreased by $0.64 million to $11.81 million for the three months ended September 30, 2026 from $12.45 million for the three months ended September 30, 2025, primarily due to $3.42 million of expense recognized in 2025 related to value-added tax receivables in Madagascar that the Company determined were not expected to be collected, lower indirect processing costs at the Mill and lower development costs at the La Sal Complex, partially offset by the Company's decision to no longer pursue permitting the Wate Project combined with higher exploration costs at the Bahia Project.
While we expect exploration and development costs related to our mineral properties to provide future value to the Company, the Company expenses these costs in part due to the fact that the Company has not established Proven Mineral Reserves or Probable Mineral Reserves as defined by S-K 1300 or NI 43-101 through the completion of a feasibility or pre-feasibility study for several of the Company's projects as of September 30, 2026, with the exception of its Vara Mada, Pinyon Plain and Sheep Mountain Projects.
Standby
Standby costs are related to the care and maintenance of the standby mines and are expensed as incurred. Standby costs increased by $0.55 million to $3.08 million for the three months ended September 30, 2026 from $2.53 million for the three months ended September 30, 2025, primarily due to higher permitting activities at Roca Honda and Whirlwind and increased maintenance activities at Nichols Ranch.
Accretion of asset retirement obligations
Accretion of asset retirement obligations decreased by $0.11 million to $0.58 million for the three months ended September 30, 2026 from $0.69 million for the three months ended September 30, 2025.
Selling, general and administrative (excluding share-based compensation)
Selling, general and administrative expenses (excluding share-based compensation) increased by $2.50 million to $15.13 million for the three months ended September 30, 2026 from $12.63 million for the three months ended September 30, 2025, primarily due to increases in general headcount and salaries and the inclusion of one month of selling, general and administrative expenses associated with ASM following the ASM Acquisition.
Share-based compensation
Share-based compensation increased by $0.26 million to $3.56 million for the three months ended September 30, 2026 from $3.30 million for the three months ended September 30, 2025, primarily due to increased headcount coupled with higher grant date fair values.
Transactions and integration related costs
Transactions and integration related costs consist of legal, advisory and accounting fees directly related to the ASM Acquisition and the pending acquisition of VAC, as well as certain Australian stamp duties for the post-acquisition period arising from the change in control associated with the ASM Acquisition. Transactions and integration related costs were $9.03 million for the three months ended September 30, 2026. No transactions and integration related costs were incurred during the three months ended September 30, 2025.
Other Income (Loss)
Gain on sale of assets
Gain on sale of assets decreased by $1.32 million to $0.49 million for the three months ended September 30, 2026 from $1.81 million for the three months ended September 30, 2025. The change between periods was primarily due to sales of mining equipment in 2025 that was no longer needed for reclamation activities at the Kwale Project.
Loss in unconsolidated affiliates
Loss in unconsolidated affiliates decreased by $0.30 million to $0.03 million for the three months ended September 30, 2026 from $0.33 million for the three months ended September 30, 2025 primarily due to the Company's proportionate share of losses incurred by the Donald Project JV.
Other income (loss)
Other loss was $27.98 million, net for the three months ended September 30, 2026. Other income was $8.27 million, net for the three months ended September 30, 2025. The change between periods was primarily due to mark-to-market losses on marketable securities, lower gains on maturities of marketable securities and interest expense on the Company's 0.75% Convertible Senior Notes due in 2031 (the "Notes") issued on October 1, 2025, partially offset by higher interest income. See Note 15 - Supplemental Financial Information for more information.
Income tax benefit (expense)
Income tax benefit was $0.46 million for the three months ended September 30, 2026 on loss before income taxes of $52.83 million. The income tax benefit in 2026 primarily reflects a decrease in the deferred tax liabilities recognized in connection with the ASM Acquisition, principally related to deferred tax effects associated with the fair value adjustments to intangible assets acquired in South Korea. Income tax expense was $0.08 million for the three months ended September 30, 2025 on loss before income taxes of $16.92 million primarily reflected Brazil income tax arising from transfer-pricing revenue.
Segment Results of Operations
We are organized into three reportable segments: (i) uranium, (ii) REE and (iii) HMS. Through our uranium segment, we explore, permit, develop, extract and recover uranium through our conventional and in situ uranium properties in the U.S. and recycling of uranium-bearing materials generated by third parties. We sell U3O8 to customers for further processing into fuel for nuclear reactors. We are also exploring separating radium-226 and radium-228 as other products from uranium process streams from our existing mines. Our REE segment is focused on full REE separation capabilities at the Mill to produce both "light" and "heavy" separated REE oxide products to utilize in metal and alloy making at the KMP. Our HMS segment engages in the exploration, development and recovery of HMS, including monazite, at the Vara Mada, Bahia and Dubbo Projects, as well as our equity method investment in the Donald Project JV. The Company's Kwale Project is in reclamation. The Company recovers stand-alone ilmenite, rutile, zircon and monazite to provide sources of titanium and zirconium.
The operating results of our reportable segments were as follows (in thousands):
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Rare | Heavy | ||||||||||||||||||||||
| Earth | Mineral | Consolidated | |||||||||||||||||||||
| Uranium | Elements | Sands | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Uranium | $ | 28,449 | $ | - | $ | - | $ | 28,449 | |||||||||||||||
| Metals and alloys | - | 436 | - | 436 | |||||||||||||||||||
| Alternate Feed Materials, processing and other | 295 | - | - | 295 | |||||||||||||||||||
| Total revenues | $ | 28,744 | $ | 436 | $ | - | $ | 29,180 | |||||||||||||||
| Costs applicable to revenues | |||||||||||||||||||||||
| Costs applicable to uranium | $ | 10,893 | $ | - | $ | - | $ | 10,893 | |||||||||||||||
| Costs applicable to metals and alloys | - | 411 | - | 411 | |||||||||||||||||||
| Total costs applicable to revenues | $ | 10,893 | $ | 411 | $ | - | $ | 11,304 | |||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Rare | Heavy | ||||||||||||||||||||||
| Earth | Mineral | Consolidated | |||||||||||||||||||||
| Uranium | Elements | Sands | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Uranium | $ | 17,370 | $ | - | $ | - | $ | 17,370 | |||||||||||||||
| Alternate Feed Materials, processing and other | 340 | - | - | 340 | |||||||||||||||||||
| Total revenues | $ | 17,710 | $ | - | $ | - | $ | 17,710 | |||||||||||||||
| Costs applicable to revenues | |||||||||||||||||||||||
| Costs applicable to uranium | $ | 12,784 | $ | - | $ | - | $ | 12,784 | |||||||||||||||
| Total costs applicable to revenues | $ | 12,784 | $ | - | $ | - | $ | 12,784 | |||||||||||||||
The following table sets forth select operating data and financial metrics:
| Three Months Ended September 30, | Increase | ||||||||||||||||||||||
| 2026 | 2025 | (Decrease) | Percent | ||||||||||||||||||||
| Volumes sold | |||||||||||||||||||||||
| Uranium (lbs.) | 320,000 | 240,000 | 80,000 | 33 | % | ||||||||||||||||||
| Realized sales price | |||||||||||||||||||||||
| Uranium ($/lb.) | $ | 88.90 | $ | 72.38 | $ | 16.52 | 23 | % | |||||||||||||||
| Costs applicable to revenues | |||||||||||||||||||||||
| Uranium ($/lb.) | $ | 34.04 | $ | 53.22 | $ | (19.18) | (36) | % | |||||||||||||||
Uranium Segment Results
Revenues
Uranium
Revenues from uranium increased by $11.08 million to $28.45 million for the three months ended September 30, 2026 from $17.37 million for the three months ended September 30, 2025. Higher sales volume (calculated as the change in period-to-period sales volumes times the prior period realized sales price) accounted for approximately $5.79 million increase in revenue between periods. Higher realized prices (calculated as the change in the period-to-period average realized price times the current period volumes sold) accounted for an approximate $5.29 million increase between periods.
The Company sold 270,000 pounds of U3O8 at a weighted average sales price of $88.79 per pound under long-term contracts for $23.97 million for the three months ended September 30, 2026 compared to 140,000 pounds U3O8 sold at a weighted average sales price of $69.43 per pound under long-term contracts for $9.72 million for the three months ended September 30, 2025.
The Company sold 50,000 pounds of U3O8 on the spot market for $4.48 million at a realized sales price of $89.50 per pound for the three months ended September 30, 2026 compared to 100,000 pounds of U3O8 on the spot market for $7.65 million at a weighted average sales price of $76.50 per pound for the three months ended September 30, 2025.
Costs applicable to revenues
Costs applicable to uranium revenues
Costs applicable to uranium revenues decreased by $1.89 million to $10.89 million for the three months ended September 30, 2026 from $12.78 million for the three months ended September 30, 2025 primarily due to lower weighted average costs per pound partially offset by higher volumes sold between periods.
Lower weighted average costs per pound (calculated as the change in the period-to-period weighted average costs per pound times the current period volumes sold) accounted for an approximate $6.14 million decrease in costs between periods. Higher
sales volumes (calculated as the change in period-to-period sales volumes times the prior period weighted average cost per pound) accounted for approximately $4.26 million increase in costs between periods.
Rare Earth Element Segment Results
Revenues from REE metals and alloys were $0.44 million for the three months ended September 30, 2026 following the ASM Acquisition. Costs applicable to REE metals and alloys revenues were $0.41 million for the three months ended September 30, 2026. There were no revenues or costs applicable to REE revenues for the three months ended September 30, 2025.
Heavy Mineral Sand Segment Results
There were no revenues or costs applicable to heavy mineral sands for the three months ended September 30, 2026 or 2025.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Consolidated Results of Operations
The consolidated results of operations were as follows (in thousands):
| Nine Months Ended September 30, | Increase | ||||||||||||||||||||||
| 2026 | 2025 | (Decrease) | Percent | ||||||||||||||||||||
| Revenues | $ | 90,126 | $ | 38,820 | $ | 51,306 | 132 | % | |||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Costs applicable to revenues | 43,469 | 34,563 | 8,906 | 26 | % | ||||||||||||||||||
|
Exploration, development and processing(1)
|
28,016 | 27,967 | 49 | - | % | ||||||||||||||||||
| Standby | 9,296 | 6,172 | 3,124 | 51 | % | ||||||||||||||||||
| Accretion of asset retirement obligations | 4,887 | 2,622 | 2,265 | 86 | % | ||||||||||||||||||
|
Selling, general and administration(1)
|
44,417 | 37,740 | 6,677 | 18 | % | ||||||||||||||||||
| Share-based compensation | 10,712 | 8,790 | 1,922 | 22 | % | ||||||||||||||||||
| Transactions and integration related costs | 22,145 | - | 22,145 | * | |||||||||||||||||||
| Total operating costs and expenses | 162,942 | 117,854 | 45,088 | 38 | % | ||||||||||||||||||
| Operating loss | (72,816) | (79,034) | 6,218 | (8) | % | ||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Gain on sale of assets | 851 | 5,296 | (4,445) | (84) | % | ||||||||||||||||||
| Loss in unconsolidated affiliates | (2,423) | (748) | (1,675) | * | |||||||||||||||||||
| Other income (loss) | (22,914) | 8,281 | (31,195) | * | |||||||||||||||||||
| Total other income (loss) | (24,486) | 12,829 | (37,315) | * | |||||||||||||||||||
| Loss before income taxes | (97,302) | (66,205) | (31,097) | 47 | % | ||||||||||||||||||
| Income tax benefit | 369 | 1,036 | (667) | (64) | % | ||||||||||||||||||
| Net loss | $ | (96,933) | $ | (65,169) | $ | (31,764) | 49 | % | |||||||||||||||
| Basic net loss per share (Note 12) | $ | (0.39) | $ | (0.29) | $ | (0.10) | 34 | % | |||||||||||||||
| Diluted net loss per share (Note 12) | $ | (0.39) | $ | (0.29) | $ | (0.10) | 34 | % | |||||||||||||||
(1) Excludes share-based compensation.
* Not meaningful.
For the nine months ended September 30, 2026, net loss increased by $31.76 million to $96.93 million or $0.39 per share from $65.17 million or $0.29 per share for the nine months ended September 30, 2025 primarily due to higher mark-to-market losses on marketable securities, interest expense on the Notes and transaction and integration related costs related to the ASM Acquisition and pending acquisition of VAC, partially offset by improved uranium operating results.
Revenues
Revenues increased by $51.31 million to $90.13 million for the nine months ended September 30, 2026 from $38.82 million for the nine months ended September 30, 2025 primarily due to higher uranium revenues driven by increased sales volumes and the timing of uranium sales, partially offset by the absence of HMS sales.
Costs Applicable to Revenues
Costs applicable to revenues increased by $8.91 million to $43.47 million for the nine months ended September 30, 2026 from $34.56 million for the nine months ended September 30, 2025 primarily due to higher uranium sales volumes, partially offset by no HMS sales during the current period.
Other Operating Costs and Expenses
Exploration, development and processing (excluding share-based compensation)
Exploration, development and processing costs (excluding share-based compensation) increased by $0.05 million to $28.02 million for the nine months ended September 30, 2026 from $27.97 million for the nine months ended September 30,
2025, primarily due to increased exploration and development activities to progress the Company's projects and a non-recurring charge to write off costs associated with the Company's decision to no longer pursue permitting of the Wate Project. These increases were largely offset by the capitalization of development costs for the Juniper Zone at Pinyon Plain in 2026 following the release of the updated Pinyon Plain pre-feasibility study effective January 1, 2026 and the absence of the $3.42 million charge recognized in 2025 to write off value-added tax receivables.
While we expect exploration and development costs related to our mineral properties to provide future value to the Company, the Company expenses these costs in part due to the fact that the Company has not established Proven Mineral Reserves or Probable Mineral Reserves as defined by S-K 1300 or NI 43-101 through the completion of a feasibility or pre-feasibility study for any of the Company's projects as of September 30, 2026, with the exception of its Vara Mada, Pinyon Plain and Sheep Mountain Projects.
Standby
Standby costs are related to the care and maintenance of the standby mines and are expensed as incurred. Standby costs increased by $3.13 million to $9.30 million for the nine months ended September 30, 2026 from $6.17 million for the nine months ended September 30, 2025, primarily attributable to higher personnel costs at Nichols Ranch, increased permitting activities at Roca Honda and increased permitting and maintenance activities at Whirlwind.
Accretion of asset retirement obligations
Accretion of asset retirement obligations increased by $2.27 million to $4.89 million for the nine months ended September 30, 2026 from $2.62 million for the nine months ended September 30, 2025. The increase was primarily attributable to a revision of a portion of the Kwale Project asset retirement obligation as reclamation neared completion and the timing of remaining monitoring and end-of-life expenditures was reassessed, resulting in an accelerated accretion charge of $3.10 million.
Selling, general and administrative (excluding share-based compensation)
Selling, general and administrative expenses (excluding share-based compensation) increased by $6.68 million to $44.42 million for the nine months ended September 30, 2026 from $37.74 million for the nine months ended September 30, 2025 primarily due to increases in general headcount, salaries and benefits and severance payments in connection with the Company's executive succession plan, and the inclusion of ASM's selling, general and administrative expenses from the acquisition date through September 30, 2026.
Share-based compensation
Share-based compensation increased by $1.92 million to $10.71 million for the nine months ended September 30, 2026 from $8.79 million for the nine months ended September 30, 2025 primarily due to increased headcount, higher grant date fair values and accelerated vesting of awards in connection with the Company's executive succession plan.
Transactions and integration related costs
Transactions and integration related costs consist of legal, advisory and accounting fees directly related to the ASM Acquisition and the pending acquisition of VAC, as well as Australian stamp duties arising from the change in control associated with the ASM Acquisition. Transactions and integration related costs were $22.15 million for the nine months ended September 30, 2026. No transactions and integration related costs were incurred during the nine months ended September 30, 2025.
Other Income
Gain on sale of assets
Gain on sale of assets decreased by $4.45 million to $0.85 million for the nine months ended September 30, 2026 from $5.30 million for the nine months ended September 30, 2025. The change between periods was primarily due to sales of mining equipment in 2025 that was no longer needed for reclamation activities at the Kwale Project.
Loss in unconsolidated affiliates
Loss in unconsolidated affiliates increased by $1.67 million to $2.42 million for the nine months ended September 30, 2026 from $0.75 million for the nine months ended September 30, 2025 primarily due to the Company's proportionate share of loss incurred by the Donald Project JV and the write-off of the Company's remaining investment in Tate following its decision to no
longer pursue the investment. The Company began accounting for its investment in Tate under the equity method on April 1, 2025.
Other income (loss)
Other loss was $22.91 million, net for the nine months ended September 30, 2026. Other income was $8.28 million, net for the nine months ended September 30, 2025. The change between periods was primarily due to higher mark-to-market losses on marketable securities and interest expense on the Notes, partially offset by higher interest income. See Note 15 - Supplemental Financial Information for more information.
Income tax benefit
Income tax benefit decreased by $0.67 million to $0.37 million on loss before income taxes of $97.30 million for the nine months ended September 30, 2026 from $1.04 million on loss before income taxes of $66.21 million for the nine months ended September 30, 2025. The income tax benefit in 2025 was primarily due to the reversal of the tax liability for Base Titanium Limited that was recorded prior to the acquisition of Base Resources Limited. The income tax benefit in 2026 primarily reflects a decrease in the deferred tax liabilities recognized in connection with the ASM Acquisition, principally related to the deferred tax effects associated with fair value adjustments to intangible assets acquired in South Korea.
Segment Results of Operations
The operating results of our reportable segments were as follows (in thousands):
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Rare | Heavy | ||||||||||||||||||||||
| Earth | Mineral | Consolidated | |||||||||||||||||||||
| Uranium | Elements | Sands | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Uranium | $ | 89,120 | $ | - | $ | - | $ | 89,120 | |||||||||||||||
| Metals and alloys | - | 436 | - | 436 | |||||||||||||||||||
| Alternate Feed Materials, processing and other | 570 | - | - | 570 | |||||||||||||||||||
| Total revenues | $ | 89,690 | $ | 436 | $ | - | $ | 90,126 | |||||||||||||||
| Costs applicable to revenues | |||||||||||||||||||||||
| Costs applicable to uranium | $ | 43,058 | $ | - | $ | - | $ | 43,058 | |||||||||||||||
| Costs applicable to metals and alloys | - | 411 | - | 411 | |||||||||||||||||||
| Total costs applicable to revenues | $ | 43,058 | $ | 411 | $ | - | $ | 43,469 | |||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Rare | Heavy | ||||||||||||||||||||||
| Earth | Mineral | Consolidated | |||||||||||||||||||||
| Uranium | Elements | Sands | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Uranium | $ | 21,220 | $ | - | $ | - | $ | 21,220 | |||||||||||||||
| Heavy mineral sands | - | - | 15,821 | 15,821 | |||||||||||||||||||
| Alternate Feed Materials, processing and other | 1,779 | - | - | 1,779 | |||||||||||||||||||
| Total revenues | $ | 22,999 | $ | - | $ | 15,821 | $ | 38,820 | |||||||||||||||
| Costs applicable to revenues | |||||||||||||||||||||||
| Costs applicable to uranium | $ | 15,443 | $ | - | $ | - | $ | 15,443 | |||||||||||||||
| Costs applicable to heavy mineral sands | - | - | 19,120 | 19,120 | |||||||||||||||||||
| Total costs applicable to revenues | $ | 15,443 | $ | - | $ | 19,120 | $ | 34,563 | |||||||||||||||
The following table sets forth selected operating data and financial metrics:
| Nine Months Ended September 30, | Increase | ||||||||||||||||||||||
| 2026 | 2025 | (Decrease) | Percent | ||||||||||||||||||||
| Volumes sold | |||||||||||||||||||||||
| Uranium (lbs.) | 1,140,000 | 290,000 | 850,000 | 293 | % | ||||||||||||||||||
| Heavy mineral sands (tonnes) | - | 21,319 | (21,319) | * | |||||||||||||||||||
| Realized sales price | |||||||||||||||||||||||
| Uranium ($/lb.) | $ | 78.18 | $ | 73.17 | $ | 5.01 | 7 | % | |||||||||||||||
| Heavy mineral sands ($/tonne) | - | 742 | (742) | * | |||||||||||||||||||
| Costs applicable to revenues | |||||||||||||||||||||||
| Uranium ($/lb.) | $ | 37.75 | $ | 53.21 | $ | (15.46) | (29) | % | |||||||||||||||
| Heavy mineral sands ($/tonne) | - | 897 | (897) | * | |||||||||||||||||||
* Not meaningful.
Uranium Segment Results
Revenues
Uranium
Revenues from uranium increased by $67.90 million to $89.12 million for the nine months ended September 30, 2026 from $21.22 million for the nine months ended September 30, 2025. Higher sales volume (calculated as the change in period-to-period sales volumes times the prior period realized sales price) accounted for approximately $62.19 million increase in revenue between periods. Higher realized prices (calculated as the change in the period-to-period average realized price times the current period volumes sold) accounted for an approximate $5.71 million increase between periods.
The Company sold 840,000 pounds of U3O8 under long-term contracts for $62.32 million, at a weighted average sales price of $74.19 per pound for the nine months ended September 30, 2026 compared to 140,000 pounds of U3O8 under long-term contracts for $9.72 million at a weighted average sales price of $69.43 per pound for the nine months ended September 30, 2025.
The Company sold 300,000 pounds of U3O8 on the spot market for $26.80 million at a weighted average sales price of $89.33 per pound for the nine months ended September 30, 2026 compared to 150,000 pounds of U3O8 on the spot market for $11.50 million at a weighted average sales price of $76.67 per pound for the nine months ended September 30, 2025.
Alternate Feed Materials, processing and other
Revenues from Alternate Feed Materials, processing and other decreased by $1.21 million to $0.57 million for the nine months ended September 30, 2026 from $1.78 million for the nine months ended September 30, 2025. The decrease was primarily due to additional billings recognized in the prior year period related to lower grade ore than contracted from a customer, partially offset by the processing of certain alternate feed materials.
Costs Applicable to Revenues
Costs applicable to uranium revenues
Costs applicable to uranium revenues increased by $27.62 million to $43.06 million for the nine months ended September 30, 2026 from $15.44 million for the nine months ended September 30, 2025 primarily due to higher volumes sold between periods partially offset by lower weighted average costs per pound.
Higher sales volumes (calculated as the change in period-to-period sales volumes times the prior period weighted average costs per pound) accounted for an approximate $45.23 million increase in costs between periods. Lower weighted average costs per pound (calculated as the change in the period-to-period weighted average costs per pound times the current period sales volumes sold) accounted for an approximate $17.62 million decrease in costs between periods.
Rare Earth Element Segment Results
Revenues from REE metals and alloys were $0.44 million for the nine months ended September 30, 2026 following the ASM Acquisition. Costs applicable to REE metals and alloys revenues were $0.41 million for the nine months ended September 30, 2026. There were no revenues or costs applicable to REE alloy revenues for the nine months ended September 30, 2025.
Heavy Mineral Sand Segment Results
There were no HMS revenues or costs applicable to HMS revenues for the nine months ended September 30, 2026. Revenues from HMS were $15.82 million and costs applicable to HMS revenues were $19.12 million for the nine months ended September 30, 2025.
LIQUIDITY AND CAPITAL RESOURCES
Funding of Major Cash Requirements
Our primary short-term and long-term cash requirements are to fund working capital needs and operating expenses, capital expenditures and potential future growth opportunities through ongoing initiatives such as our REE separation capacity expansion, development of the Vara Mada, Dubbo, Donald and Bahia Projects, operations and potential expansion of our metals and alloys capabilities, including at the KMP and a potential AMP, uranium mining activities at the Pinyon Plain, La Sal and Pandora mines, processing activities at the Mill, our TAT radioisotope initiative and reclamation of the Kwale Project, as well as the proposed VAC Acquisition and other potential business and property acquisitions.
We expect to be able to fund working capital and operating expenses, capital expenditures and currently planned growth initiatives over the next 12 months through available cash balances and product inventory sales, if needed. We may also increase our working capital through issuances of Common Shares pursuant to our ATM in appropriate circumstances and fund our capital expenditures and potential future growth opportunities, including planned mergers and acquisitions, through debt and/or equity financings. We intend to continue to pursue the acquisition of monazite mineral rights and other uranium producing assets.
Shares Issued for Cash
The Company has an ATM in place, which allows the Company to make Common Share distributions to the extent qualified under a U.S. shelf registration statement on Form S-3 ("Shelf Registration Statement") and one or more prospectus supplements. The Company's current Shelf Registration Statement went effective on March 22, 2024 and permits the Company to sell any combination of its common shares, warrants, rights, subscriptions receipts, preferred shares, debt securities and/or units in one or more offerings.
On June 13, 2025, we filed with the SEC a Prospectus Supplement to our Shelf Registration Statement, qualifying for distribution up to $300 million in additional Common Shares under the ATM ("June 2025 Prospectus Supplement"). On October 13, 2026, we filed with the SEC a Prospectus Supplement to the Shelf Registration Statement, qualifying for distribution of up to $500 million of additional Common Shares under the ATM. Sales made pursuant to the above summarized U.S. shelf registration statements and prospectus supplements are made on the NYSE American at then-prevailing market prices, or any other existing trading market of the Common Shares in the U.S. During the nine months ended September 30, 2026, the Company issued 8.38 million Common Shares for net proceeds of $153.07 million under the ATM. As a result of these issuances, the Company fully depleted its June 2025 Prospectus Supplement.
Conditional Financing Commitment
On June 18, 2026, the Company received a conditional $725 million financing commitment from the OSC (the "Conditional OSC Financing"). Under a commitment agreement that is subject to further due diligence, finalization of agreements, customary closing conditions, and approvals, the OSC would extend to Energy Fuels a $725 million loan with a tenor of 20 years to support the planned expansion of the Company's critical minerals processing capabilities at its White Mesa Mill in Utah as well as a planned rare earth metals and alloys facility to be constructed in the United States.
Working Capital and Future Requirements for Funds
As of September 30, 2026, the Company had working capital of $932.25 million, including $76.42 million in cash and cash equivalents, $779.47 million of marketable securities, approximately 1,320,000 pounds of uranium finished goods inventory and approximately 905,000 pounds of vanadium finished goods inventory. The Company believes it has sufficient cash and resources to carry out its business plan for at least the next twelve months.
The Company manages liquidity risk through the management of its working capital and its capital structure.
Cash and Cash Flows
The following table summarizes our cash flows (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash used in operating activities | $ | (38,460) | $ | (73,269) | |||||||
| Net cash used in investing activities | (91,696) | (98,555) | |||||||||
| Net cash provided by financing activities | 141,722 | 227,920 | |||||||||
| Effect of exchange rate fluctuations on cash held in foreign currencies | 695 | 1,916 | |||||||||
| Net change in cash, cash equivalents and restricted cash | 12,261 | 58,012 | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 87,204 | 58,605 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 99,465 | $ | 116,617 | |||||||
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Net cash used in operating activities
Net cash used in operating activities decreased by $34.81 million to $38.46 million for the nine months ended September 30, 2026 from $73.27 million for the nine months ended September 30, 2025. The decrease was primarily due to higher cash receipts from uranium sales during the nine months ended September 30, 2026, and lower cash outflows to settle asset retirement obligations due to decreased reclamation activity.
Net cash used in investing activities
Net cash used in investing activities decreased by $6.86 million to $91.70 million for the nine months ended September 30, 2026 from $98.56 million for the nine months ended September 30, 2025. The decrease between periods was primarily due to lower net cash outflows from purchases and maturities of marketable securities of $25.99 million, partially offset by increased additions of $5.83 million to property, plant, equipment and mineral properties, increased contributions to the Donald Project JV of $8.36 million and decreased proceeds from asset sales of $3.16 million.
Net cash provided by financing activities
Net cash provided by financing activities decreased by $86.20 million to $141.72 million for the nine months ended September 30, 2026 from $227.92 million for the nine months ended September 30, 2025 primarily due to a decrease of $73.77 million in proceeds from Common Shares issued for cash under the ATM, an increase of $7.44 million in employee income tax withholdings paid upon vesting of RSUs and exercises of stock appreciation rights, and an increase of $6.24 million in deferred financing costs paid, partially offset by an increase of $1.60 million in proceeds from the exercise of stock options.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our financial statements.
Business combinations
We allocate the purchase price of acquired businesses to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. Any residual purchase price is recorded as goodwill. The
allocation of the purchase price requires management to make significant estimates and assumptions in determining the fair values of the assets acquired and liabilities assumed, particularly with respect to intangible assets and mineral properties.
The fair values assigned to intangible assets are inherently uncertain because they depend on assumptions about future events and conditions. Significant assumptions include expected future cash flows associated with customer relationships, patents and other intangible assets, as well as the discount rates applied to those cash flows. We develop these assumptions using information available as of the acquisition date and engage third-party valuation specialists to assist with certain estimates.
For the mineral properties, we estimated fair value using a market approach based on resource multiples from comparable transactions. Significant judgments included selecting comparable transactions and an appropriate resource multiple after considering the project's development stage, processing method, commodity exposure and geographic risk; and evaluating resource grade, infrastructure, geological potential and market sentiment. Changes in these assumptions could materially affect the estimated fair value.
Although we believe the assumptions used are reasonable, unanticipated events or changes in circumstances could cause actual results to differ from those estimates and could affect the amounts recognized in the acquisition accounting.
We provide expanded discussion of our more significant accounting policies, estimates and judgments in the Annual Report on Form 10-K for the year ended December 31, 2025. We believe these accounting policies reflect our more significant estimates and assumptions used in preparation of our financial statements.
Off Balance Sheet Arrangements
See Note 16 - Commitments and Contingencies to the unaudited condensed consolidated financial statements for further information on off balance sheet arrangements.
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