Announcement • Aug 30

Energy Fuels Inc. (TSX:EFR) completed the acquisition of Australian Strategic Materials Ltd (ASX:ASM) from Ian Gandel and others.

Energy Fuels Inc. (TSX:EFR) entered into a binding Scheme Implementation Deed to acquire Australian Strategic Materials Ltd (ASX:ASM) from Ian Gandel and others for approximately AUD 490 million on January 20, 2026. The consideration consists of common equity of Energy Fuels Inc. at a ratio of 0.053 per common equity of Australian Strategic Materials Ltd. A cash consideration of AUD 0.5 per unit will be paid for the options of Australian Strategic Materials Ltd. As part of consideration, AUD 510.77 million is paid towards common equity of Australian Strategic Materials Ltd. An unfranked special dividend of up to AUD 0.13 per ASM share will also be paid by ASM prior to implementation of the Scheme. As on March 12, 2026, Energy Fuels Inc. and Australian Strategic Materials Limited entered into a Deed of Amendment and Restatement to amend the structure of consideration to be provided by Energy Fuels to each ASM shareholder pursuant to a court-approved scheme of arrangement. Under the Deed, at the time of implementation of the Scheme, the holders of such ASM shares, (i) 0.053 Energy Fuels CHESS Depository Interests or, at their election, 0.053 Energy Fuels common shares and (ii) an amount of AUD 0.13 in cash, and together with the Share Consideration. As previously disclosed under the Scheme Implementation Deed, ASM intended to pay a special dividend of up to A$0.13 as Scheme Consideration. Under the Deed, that special dividend will no longer be paid and will instead be replaced by the Cash Consideration. In case of termination of transaction, Energy Fuels Inc. will pay a termination fee of 1% and/or a Reverse Reimbursement Fee of AUD 4.47 million and Australian Strategic Materials Ltd will pay a termination fee of 1% and/or a Reimbursement Fee of AUD 4.47 million. The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by target shareholders, listing / approval of new shares on stock exchange, approval by Australia's Foreign Investment Review Board and subject to court approval. The deal has been unanimously recommended by the board of Australian Strategic Materials Ltd. The expected completion of the transaction is in the late first half of 2026. The transaction is expected to be accretive on NAVPS with significant value creation opportunity from margin uplift. Completion of the transaction is targeted prior to 30 June 2026. As per the announcement dated May 18, 2026 the transaction is expected to close on June 26, 2026. As of June 15, 2026, the ASM Directors continue to unanimously recommend that ASM Securityholders vote in favour of the Schemes, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Schemes are in the best interests of ASM Securityholders. As of June 23, 2026, the Scheme Meetings previously scheduled June 22, 2026 have been postponed to a later date to be determined. As of June 18, 2026, a conditional $725 million (AUD 1047.8425 million) financing commitment received by Energy Fuels from the U.S. Office of Strategic Capital. On August 18, 2026, the Federal Court of Australia approved the deal. On August 19, 2026, the court orders were lodged with ASIC, which made the scheme legally effective. As of June 26, 2026, the transaction is expected to close before end of August 2026. Moelis Australia and Moelis & Company LLC acted as financial advisor for Australian Strategic Materials Ltd. Matthew Johnson of A&O Shearman acted as legal advisor for Australian Strategic Materials Ltd. Goldman Sachs & Co. LLC acted as financial advisor for Energy Fuels Inc. Nicole Pedler and Jay Leary of Herbert Smith Freehills Kramer, Dorsey & Whitney LLP and Dentons Canada LLP acted as legal advisor for Energy Fuels Inc. BDO Corporate Finance Australia Pty Ltd acted as fairness opinion provider for Australian Strategic Materials Ltd. Energy Fuels Inc. (TSX:EFR) completed the acquisition of Australian Strategic Materials Ltd (ASX:ASM) from Ian Gandel and others on August 28, 2026. Australian Strategic Materials Ltd intends to apply for termination of the official quotation of ASM Shares and ASM Options on ASX and the removal of ASM from the official list of ASX, with effect from close of trading on August 31, 2026.

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