Energy Fuels Inc. and Australian Strategic Materials Enter Deed of Amendment and Restatement for Strategic Scheme Transaction

Key Highlights for Investors

• Strategic Transaction: Energy Fuels Inc. (NYSE American: UUUU; TSX: EFR) and Australian Strategic Materials Limited (“ASM”) have entered into a Deed of Amendment and Restatement as of March 13, 2026. This agreement is a major step towards implementing a previously announced Scheme of Arrangement, which aims to integrate the two companies under a new structure.
• Scheme Implementation: The transaction structure is based on a “Scheme of Arrangement” under Australian law, requiring approval from ASM shareholders, the Australian court, and regulatory bodies, including the Foreign Investment Review Board (FIRB).
• Scheme Consideration: ASM shareholders will have the right to receive “Scheme Consideration” for each share held. The consideration is expected to involve the issuance of New Energy Fuels shares (and/or CDIs) listed on NYSE American, TSX, and the Australian Securities Exchange (ASX).
• Conditions Precedent: The deal is subject to several conditions, including:
  • ASM shareholder approval at a Scheme Meeting by statutory majorities.
  • Court approval in Australia.
  • FIRB approval.
  • Approval for New Energy Fuels shares to be listed on NYSE American, TSX, and for CDI quotation on ASX.
  • No material adverse changes or prescribed occurrences for either company.
  • Receipt of a favorable Independent Expert’s Report declaring the Scheme in the best interests of ASM shareholders.
• Exclusivity Provisions: ASM is subject to “no shop, no talk, and no due diligence” obligations, but these are subject to a customary fiduciary exception in case of a superior proposal.
• Shareholder Communications: The board of ASM is required to unanimously recommend shareholders vote in favor of the Scheme, in the absence of a superior proposal and subject to a favorable Independent Expert’s Report. Any material change or withdrawal of this recommendation triggers specific consultation rights for Energy Fuels.
• Handling of Equity Incentives: All ASM equity incentives must vest, lapse, or be exercised in accordance with the agreed treatment before the Scheme Record Date.
• Treatment of Foreign Shareholders: Ineligible foreign shareholders will have their New Energy Fuels shares issued to a nominee and sold, with net cash proceeds paid to them.
• Tax Considerations: The parties will seek an Australian Tax Office class ruling to confirm rollover relief is available for ASM shareholders, minimizing immediate tax consequences.
• Disclosure and Governance: Both companies commit to comprehensive access to information, cooperation in preparing the Scheme Booklet (which will require shareholder and court review), and assisting with all required regulatory filings.
• Integration and Transition: The agreement sets up an Integration Committee and establishes mutual obligations for ongoing information sharing, business continuity, and maintaining relationships with key stakeholders until completion.
• Break Fee & Fiduciary Duties: There are customary break fee provisions and recognition of the fiduciary duties of the ASM board, allowing for withdrawal or change of recommendation in certain circumstances (e.g., a superior proposal or an adverse Independent Expert’s Report).
• Risk Factors: The agreement highlights numerous risks, including failure to obtain regulatory or shareholder approvals, possible competing proposals, and legal or governmental intervention, all of which could prevent completion of the transaction.

Price-Sensitive and Shareholder-Relevant Factors

• Shareholder Vote is Critical: ASM shareholders will be asked to vote on the Scheme. Approval is required by statutory majorities, and the board’s support is conditional on there not being a superior proposal and on a favorable Independent Expert’s Report.
• Impact of Competing Proposals: If a superior proposal emerges, the ASM board may change its recommendation, which could prevent the transaction from proceeding. This is a key risk that could lead to volatility in both companies’ share prices.
• Listing and Liquidity: The transaction is structured to give ASM shareholders exposure to Energy Fuels shares/CDIs listed on three major exchanges (NYSE American, TSX, and ASX), potentially increasing liquidity and investor base.
• Regulatory Risks: The transaction is subject to multiple regulatory approvals. Any delay or refusal could impact completion and, therefore, both companies’ share prices.
• Material Adverse Change Clauses: Discovery of any material adverse change for either company before completion could allow termination of the agreement, which would likely impact share prices.
• Forward-Looking Risks: The agreement contains extensive forward-looking statements and risk factors. Shareholders are specifically cautioned to review the “Risk Factors” section in Energy Fuels’ most recent Annual Report on Form 10-K, available on EDGAR, SEDAR+, and the company’s website.

Detailed Transaction Timeline and Process

1. Preparation and lodging of the Scheme Booklet, including an Independent Expert’s Report, and regulatory filings with ASIC and ASX.
2. Convening of a scheme meeting for ASM shareholders to vote on the transaction.
3. If approved, application for final court approval.
4. Subject to court approval and satisfaction of all conditions, implementation of the Scheme, transfer of ASM shares to Energy Fuels (or a subsidiary), and distribution of consideration.
5. Integration efforts and transition planning will take place during the interim period, subject to standard confidentiality, commercial sensitivity, and anti-disruption safeguards.

Conclusion

This transaction, if completed, would mark a significant strategic combination in the critical minerals and energy sector, potentially positioning the combined group for expanded operations, access to multiple capital markets, and enhanced shareholder value. However, significant regulatory and shareholder hurdles remain, and the process contains multiple triggers that could prevent completion. Investors are advised to monitor all company announcements, regulatory filings, and the outcome of the scheme meeting and court approvals closely.

Disclaimer: This article summarizes and interprets key facts and provisions from the Energy Fuels Inc. – ASM Deed of Amendment and Restatement and related SEC filings. It does not constitute financial advice or a recommendation to buy, sell, or hold any security. Forward-looking statements are subject to risks and uncertainties; investors should conduct their own due diligence and consult the official filings on EDGAR, SEDAR+, the Australian Securities Exchange, and company websites. The outcome of the transaction is not assured and may be affected by multiple, material risks.

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