#USA #Denver #Convertible Notes #Energy Fuels #Uranium

Energy Fuels Expands Offering of Convertible Notes

On October 1, 2025, Energy Fuels Inc. (NYSE: UUUU) (TSX: EFR), a prominent U.S. producer of uranium, rare earths, and critical minerals, announced the pricing of an upsized offering of $600 million in 0.75% Convertible Senior Notes due in 2031. This move comes as Energy Fuels increases the previously announced offering of $550 million, demonstrating a strategic expansion to strengthen its market presence and capital capabilities.

The offering is structured as a private placement under Rule 144A of the Securities Act of 1933, ensuring that it targets qualified institutional buyers. Notably, the initial purchasers of these notes have been granted an option to acquire an extra $100 million worth of notes within a 13-day period following their issuance, underlining the strong confidence in Energy Fuels' financial trajectory.

Expected to close on October 3, 2025, the offering is pivotal for Energy Fuels’ growth strategies. The notes represent unsecured senior obligations of the company, paying an interest of 0.75% semiannually starting May 1, 2026. These notes will mature on November 1, 2031, providing Energy Fuels with a long-term financial instrument to achieve its growth objectives.

With an estimated net proceeds of roughly $578.1 million — or approximately $674.6 million if the option for additional notes is fully exercised — Energy Fuels plans to allocate the funds toward several crucial areas. Highlights of these areas include:
1. Project Financing: The capital will assist in development expenditures necessary for the company's Phase 2 rare earth separations circuit expansion at the White Mesa Mill, which is anticipated to enhance production capabilities significantly.
2. Rare Earth Project Funding: Resources will also fund development and earn-in expenditures related to the Donald heavy mineral sands and rare earth project located in Australia.
3. Operational Enhancements: Lastly, the funding will support general corporate needs and ongoing operational requirements, providing Energy Fuels with much-needed financial flexibility for future endeavors.

The convertible notes can be converted at the holders’ discretion, allowing conversion into cash, common shares, or a mix of both, at the company's election. The established initial conversion rate is set at approximately 49.1672 common shares for every $1,000 principal amount, reflecting a conversion premium of approximately 32.5% relative to Energy Fuels' last reported sale price on NYSE American as of September 30, 2025.

Notably, Energy Fuels has structured these notes with an anti-dilution adjustment feature, further safeguarding shareholder interests. This feature allows for potential adjustments in the conversion rates should significant corporate events occur before the maturity date.

Importantly, the notes cannot be redeemed before November 6, 2028, except under specific legal changes that could affect withholding taxes. Should the market conditions meet certain criteria, Energy Fuels reserves the right to redeem the notes for cash, ensuring a protective mechanism for both the company and its investors.

In light of a “fundamental change”, defined by the indenture governing the notes, Energy Fuels is also obligated to offer to repurchase the notes for cash. This represents an additional layer of security for investors engaging with the company’s financial instruments.

To hedge against potential dilution upon conversion, Energy Fuels is also engaging in capped call transactions with initial note purchasers. This strategy aims to minimize the risk of share dilution while potentially enhancing shareholder value through strategic management of stock exposure.

With the cap price set at $30.70, representing a substantial premium over the last reported sale price, these transactions will serve to reinforce investor confidence and potentially support Energy Fuels' share price stability moving forward.

While the notes and accompanying common shares have not been registered under the Securities Act or any related securities laws, Energy Fuels aims to navigate these regulatory landscapes effectively as it endeavors to leverage this offering for future growth and success in the critical minerals sector.

In summary, this broadened offering positions Energy Fuels advantageously in a rapidly evolving market, reflecting the company’s commitment to enhancing its financial foundation while pursuing ambitious growth projects in uranium and rare earth production.

About Energy Fuels

Energy Fuels focuses on uranium and rare earth elements, offering a critical role in the supply chain for clean energy. Their operations include several uranium projects in the U.S. and comprehensive processing capabilities at the White Mesa Mill. The company’s commitment to sustainable energy aligns with its funding strategies and market growth initiatives.