UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
All amounts included below are in U.S. Dollars unless noted otherwise.
Introduction
On August 28, 2026, a wholly owned subsidiary of Energy Fuels Inc., EFR Critical Materials Pty Ltd. ("Energy Fuels Bidder"), completed the acquisition of all of the ordinary shares of Australian Strategic Materials Limited ("ASM") pursuant to a Scheme Implementation Deed dated January 21, 2026, as amended on March 13, 2026 by and among Energy Fuels Inc. ("Energy Fuels" or the "Company"), the Energy Fuels Bidder and ASM (the "Deed"). Under the Deed, at closing, each holder of ordinary shares of ASM received consideration of (i) 0.053 of the Company's CHESS Depositary Interests (by default) or, at their election, 0.053 of the Company's common shares for each ASM share held on the Scheme Record Date (being 5:00 pm Sydney, Australia time on August 21, 2026) (the "Deed Share Consideration"), and (ii) AUS$0.13 in cash (the "Deed Cash Consideration", and together with the Deed Share Consideration, the "Deed Scheme Consideration"). The total Deed Scheme Consideration was approximately $243.3 million, including total Deed Share Consideration issued by Energy Fuels of $217.2 million based on the closing price of the Company's common shares as of August 28, 2026 and total Deed Cash Consideration of approximately $26.1 million. Holders of ordinary shares of ASM that reside in certain jurisdictions received the net proceeds from the sale made by a nominee of the Company's common shares in lieu of the Deed Share Consideration. ASM option holders received A$0.50 per ASM option under a separate, but concurrent, scheme of arrangement (the "Option Scheme Consideration").
On June 23, 2026, Energy Fuels Inc. entered into a definitive agreement to acquire 100% of Vacuumschmelze GmbH & Co. KG ("Ara VAC Dutch TopCo"), Ara VAC TopCo US LLC ("Ara VAC US TopCo"), and their respective consolidated subsidiaries (collectively, "VAC") from Ara Partners for a total cash-and-stock consideration of approximately $1.8 billion based on Energy Fuels' closing share price of $11.35 as of September 25, 2026 (the "Merger"). Prior to the close of the acquisition, Ara VAC IE Aggregator, LP, a limited partnership organized under the laws of Ireland is the majority owner of Ara VAC Dutch TopCo, and the sole owner of Ara VAC US TopCo. Prior to acquisition, Ara VAC Blocker, SLP, a separate limited partnership organized under the laws of Jersey ("Blocker"), and Ara VAC Holdings, Ltd., a limited company organized under the laws of Ireland ("Ara HoldCo"), together with Blocker, comprise the minority owners of VAC ("VAC Minority Owners"). The aggregate purchase price to be paid by Energy Fuels will consist of: (i) $718.0 million in cash (the "Merger Cash Consideration"); (ii) 65,853,000 common shares of Energy Fuels (provided that the maximum number of common shares that will be issued shall not exceed the maximum number of common shares that may be issued without obtaining the approval of Parent's shareholders under applicable Canadian Securities Laws (the " Merger Share Consideration")); and (iii) preferred shares of Energy Fuels, if any (the "Merger Preferred Share Consideration"), to be issued in either or both of the following circumstances: (A) to the extent the number of common shares constituting the Merger Share Consideration is reduced to comply with the maximum issuance limit described above, preferred shares will be issued in replacement of any common shares so removed; and (B) if the volume-weighted average price of Energy Fuels' common shares in the twenty consecutive trading day period that ends on (and includes) the second trading day immediately prior to Closing is below a specified reference price of $20.93 per common share, additional preferred shares will be issued to provide a value top-up to the Ara Parties, in an amount not to exceed $135.0 million in value.
Management has determined that there are no material differences between financial statements prepared for the combined results of Ara VAC Dutch TopCo, Ara VAC US TopCo, and their respective consolidated subsidiaries, and the consolidated results of Ara VAC IE Aggregator, LP, given the immaterial impact of the noncontrolling interests held by VAC Minority Owners on such financial statements.
The Company is providing the following unaudited pro forma condensed combined financial information to aid shareholders in their analysis of the financial aspects of the Deed and Merger (together the "Business Combinations"). The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes.
The unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the unaudited consolidated balance sheet of Energy Fuels as of June 30, 2026, the audited balance sheet of ASM as of June 30, 2026, and the unaudited condensed consolidated statement of financial position of Ara VAC IE Aggregator, LP and its subsidiaries ("Ara VAC IE Aggregator, LP") as of June 30, 2026, giving effect to the Business Combinations as if it had been consummated on June 30, 2026.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 combines the audited statement of operations of Energy Fuels for the year ended December 31, 2025, the unaudited statement of operations of ASM for the year ended December 31, 2025, and the audited consolidated statement of profit or loss of Ara VAC IE Aggregator, LP for the year ended December 31, 2025. The results of ASM for the year ended December 31, 2025 were calculated as (i) the historical audited statement of operations of ASM for the fiscal year ended June 30, 2025; less (ii) the historical unaudited statement of operations of ASM for the six months ended December 31, 2024; plus (iii) the historical unaudited statement of operations of ASM for the six months ended December 31, 2025.
The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 combines the unaudited condensed statement of operations of Energy Fuels for the six months ended June 30, 2026, the unaudited condensed statement of operations of ASM for the six months ended June 30, 2026, and the unaudited condensed consolidated statement of profit or loss of Ara VAC IE Aggregator, LP for the six months ended June 30, 2026. The results of ASM for the six months ended June 30, 2026 were calculated as (i) the historical audited statement of operations of ASM for the fiscal year ended June 30, 2026; less (ii) the historical unaudited statement of operations of ASM for the six months ended December 31, 2025.
The unaudited pro forma condensed combined statements of operations give effect to the Business Combination as if they had been consummated on January 1, 2025.
The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:
The unaudited pro forma condensed combined financial information should also be read together with other financial information included elsewhere or incorporated by reference into this Current Report.
The historical consolidated financial statements of ASM have been prepared in accordance with the Australian Accounting Standards Board ("AASB"), which are consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and in their presentation and reporting currency of Australian dollars ("AUD"). The historical consolidated financial statements of Ara VAC IE Aggregator, LP have been prepared in accordance with IFRS, as issued by IASB, and in their presentation and reporting currency of ("EUR"). The historical consolidated financial statements of Energy Fuels have been prepared in accordance with U.S. GAAP ("GAAP") and in their presentation and reporting currency of U.S. dollars ("USD").
Energy Fuels intends to obtain certain debt financing, with an original principal balance of $250.0 million, (the "Senior Secured Term Loan Facility") in order to finance the repayment of VAC debt that includes a pre-existing change in control provision upon consummation of the Merger with VAC. The interest on the Senior Secured Term Loan Facility reflects an assumed Secured Overnight Financing Rate ("SOFR") plus an assumed applicable margin. As of September 25, 2026 this rate was determined to be 3.67% plus an applicable margin of 2.5%.
Accounting for the Business Combinations
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). Energy Fuels has been treated as the acquirer for accounting purposes, and thus accounts for the Business Combinations as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations ("ASC 805").
ASM's tangible and identifiable intangible assets acquired and liabilities assumed will be recorded at fair value at the close date, August 28, 2026, with the excess of the purchase consideration over the fair value of ASM's net assets being recorded as goodwill. The assets and liabilities of ASM have been measured based on various preliminary estimates using assumptions that Energy Fuels' management believes are reasonable and based on currently available information.
VAC's tangible and identifiable intangible assets acquired and liabilities assumed will be recorded at fair value at the date of completion of the Merger, with the excess of the purchase consideration over the fair value of VAC's net assets being recorded as goodwill. The assets and liabilities of VAC have been measured based on various preliminary estimates using assumptions that Energy Fuels' management believes are reasonable and based on currently available information.
Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma condensed combined financial information. There may be differences between these preliminary estimates used to prepare the accompanying unaudited pro forma condensed combined financial information and the final purchase accounting which could have a material impact on the combined company's future results of operations and financial position.
Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information appearing below does not consider any potential effects of changes in market conditions on revenues or expense efficiencies, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the Business Combinations.
As described in the Introduction, Ara VAC IE Aggregator, LP is the majority owner of Ara VAC Dutch TopCo and Ara VAC US TopCo. The Ara VAC IE Aggregator, LP historical audited consolidated financial information and unaudited consolidated financial information include non-controlling interests attributable to Blocker and ARA HoldCo. The Ara VAC IE Aggregator, LP historical financial information serves as the basis of the VAC presentation in the pro forma financial information. Pro forma adjustments have been made to the Ara VAC IE Aggregator, LP historical financial statements to present the pro forma condensed combined financial information as if 100% of the Ara VAC Dutch TopCo is owned by Energy Fuels, consistent with the terms of the Merger, through the elimination of non-controlling interest to present combined consolidation pro forma financial statements of VAC.
The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical consolidated financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments reflect transaction accounting adjustments related to the Business Combinations and the financing transactions, which are discussed in further detail below. Amounts presented reflect the accounting for the acquisition of ASM and VAC by Energy Fuels. These transaction accounting adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed and have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information. Therefore, the unaudited pro forma condensed combined financial information is presented for illustrative purposes only and do not purport to represent the combined company's consolidated results of operations or consolidated financial position that would actually have occurred had the Business Combinations been consummated on the dates assumed or to project the combined company's consolidated results of operations or consolidated financial position for any future date or period.
In addition, for purposes of the unaudited pro forma condensed combined financial information, certain amounts within the applicable historical consolidated financial statements of ASM and VAC have been reclassified to align to the financial statement presentation of Energy Fuels, translated into USD. The applicable historical consolidated financial statements of ASM are prepared under the accounting standards issued by the AASB, which are consistent with IFRS. The applicable historical consolidated financial statements of VAC are prepared in accordance with IFRS.
Certain adjustments have been made to reflect ASM's and VAC's historical audited and unaudited consolidated financial statements on a U.S. GAAP basis for purposes of presenting the unaudited pro forma financial information and to align ASM's and VAC's historical significant accounting policies under IFRS to Energy Fuels' significant accounting policies under U.S. GAAP. As of the date of this filing, Energy Fuels has not identified all adjustments necessary to convert ASM's and VAC's historical audited and unaudited financial statements prepared in accordance with IFRS to U.S. GAAP and to conform to Energy Fuels' accounting policies. A more comprehensive comparison and assessment including review of the accounting policies of ASM and VAC is expected to occur, which may result in additional differences being identified. Additionally, Energy Fuels has included certain reclassifications for consistency in the financial statement presentation.
The unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or cost savings or synergies that may be achieved because of the Business Combinations.
Energy Fuels and ASM did not have any material relationships prior to the closing of the Deed. Accordingly, no pro forma adjustments were required to eliminate activities between the two companies.
Energy Fuels and VAC have not had any material relationships. Accordingly, no pro forma adjustments were required to eliminate activities between the two companies.
ASM and VAC have not had any material relationships. Accordingly, no pro forma adjustments were required to eliminate activities between the two companies.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2026
(in thousands) |
Energy Fuels Historical |
ASM Historical Adjusted for Reclassifications |
ASM Pro Forma Adjustments |
Pro Forma Combined (Energy Fuels, ASM) |
VAC Historical Adjusted for Reclassifications |
VAC Pro Forma Adjustments |
Pro Forma Combined (Energy Fuels, ASM & VAC) |
||||||||||||||||||
| Note 2 | Note 3 | Note 5 | Note 6 | ||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||
| Cash and cash equivalents | $ | 58,416 | $ | 39,713 | $ | (31,250 | ) | (A) | $ | 66,879 | $ | 49,888 | $ | (718,000 | ) | (D) | $ | 177,069 | |||||||
| - | - | - | - | (185,948 | ) | (D) | |||||||||||||||||||
| - | - | - | - | 250,000 | (E) | ||||||||||||||||||||
| - | - | - | - | (3,750 | ) | (E) | |||||||||||||||||||
| - | - | - | - | 718,000 | (E) | ||||||||||||||||||||
| Restricted cash | - | - | - | - | 436 | - | 436 | ||||||||||||||||||
| Marketable securities | 878,338 | - | - | 878,338 | - | (718,000 | ) | (E) | 160,338 | ||||||||||||||||
| Trade and other receivables, net of allowance for credit losses | 15,071 | 2,575 | - | 17,646 | 90,301 | 38,251 | (F) | 146,198 | |||||||||||||||||
| Inventories | 75,037 | 8,285 | 178 | (A) | 83,500 | 116,223 | 5,685 | (D) | 205,408 | ||||||||||||||||
| Prepaid expenses and other current assets | 6,180 | 217 | 19 | (A) | 6,416 | 1,252 | - | 7,668 | |||||||||||||||||
| Total current assets | 1,033,042 | 50,790 | (31,053 | ) | 1,052,779 | 258,100 | (613,762 | ) | 697,117 | ||||||||||||||||
| Mineral properties | 328,589 | 88,296 | (44,653 | ) | (A) | 363,179 | - | - | 363,179 | ||||||||||||||||
| - | - | (9,053 | ) | (B) | - | - | |||||||||||||||||||
| Property, plant and equipment, net | 74,190 | 46,109 | 3,137 | (A) | 123,436 | 531,650 | 1,235 | (G) | 773,499 | ||||||||||||||||
| - | - | - | - | 117,178 | (D) | ||||||||||||||||||||
| Investments | 35,432 | - | - | 35,432 | - | - | 35,432 | ||||||||||||||||||
| Marketable securities | 24,905 | - | - | 24,905 | - | - | 24,905 | ||||||||||||||||||
| Intellectual property and intangible assets, net | 4,229 | 20 | 73,080 | (A) | 77,329 | 363,905 | (67,637 | ) | (H) | 403,288 | |||||||||||||||
| - | - | - | - | (474 | ) | (I) | |||||||||||||||||||
| - | - | - | - | 30,165 | (D) | ||||||||||||||||||||
| Goodwill | - | - | 64,629 | (A) | 64,629 | - | 952,989 | (D) | 1,017,618 | ||||||||||||||||
| Restricted cash | 22,846 | - | - | 22,846 | - | - | 22,846 | ||||||||||||||||||
| Deferred tax assets | - | - | - | - | 16,088 | (105 | ) | (G) | 731 | ||||||||||||||||
| - | - | - | - | (1,379 | ) | (J) | |||||||||||||||||||
| - | - | - | - | (13,873 | ) | (D) | |||||||||||||||||||
| Other assets | 9,968 | 991 | 74 | (A) | 11,033 | 21,125 | (12,079 | ) | (J) | 55,285 | |||||||||||||||
| - | - | - | - | 39,000 | (D) | ||||||||||||||||||||
| - | - | - | - | (3,750 | ) | (E) | |||||||||||||||||||
| - | - | - | - | (44 | ) | (L) | |||||||||||||||||||
| Total assets | $ | 1,533,201 | $ | 186,206 | $ | 56,161 | $ | 1,775,568 | $ | 1,190,868 | $ | 427,464 | $ | 3,393,900 |
Please refer to the notes to the unaudited pro forma condensed combined financial information.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2026 (Cont.)
| (in thousands) | Energy Fuels Historical |
ASM Historical Adjusted for Reclassifications |
ASM Pro Forma Adjustments |
Pro Forma Combined (Energy Fuels, ASM) |
VAC Historical Adjusted for Reclassifications |
VAC Pro Forma Adjustments |
Pro Forma Combined (Energy Fuels, ASM & VAC) |
||||||||||||||||||
| Note 2 | Note 3 | Note 5 | Note 6 | ||||||||||||||||||||||
| LIABILITIES | |||||||||||||||||||||||||
| Accounts payable and accrued liabilities | $ | 29,185 | $ | 8,076 | $ | 11,031 | (C) | $ | 48,292 | $ | 75,541 | $ | (647 | ) | (F) | $ | 154,186 | ||||||||
| - | - | - | - | 31,000 | (K) | ||||||||||||||||||||
| Borrowings | - | 1,952 | - | 1,952 | 55,736 | 38,898 | (F) | 97,246 | |||||||||||||||||
| - | - | - | - | (21,550 | ) | (D) | |||||||||||||||||||
| - | - | - | - | 25,000 | (E) | ||||||||||||||||||||
| - | - | - | - | (2,790 | ) | (E) | |||||||||||||||||||
| Asset retirement obligations | 2,496 | - | - | 2,496 | - | - | 2,496 | ||||||||||||||||||
| Contingent consideration | 1,767 | - | - | 1,767 | - | - | 1,767 | ||||||||||||||||||
| Deferred revenue | - | 5,826 | 3,183 | (A) | 5,189 | 26,097 | - | 31,286 | |||||||||||||||||
| - | - | (3,820 | ) | (B) | - | - | |||||||||||||||||||
| Employee benefit obligations | - | - | - | - | 16,502 | - | 16,502 | ||||||||||||||||||
| Other liabilities | 3,581 | 58 | - | 3,639 | 8,800 | (369 | ) | (G) | 12,070 | ||||||||||||||||
| Total current liabilities | 37,029 | 15,912 | 10,394 | 63,335 | 182,676 | 69,542 | 315,553 | ||||||||||||||||||
| Convertible senior notes, net | 677,684 | - | - | 677,684 | - | - | 677,684 | ||||||||||||||||||
| Borrowings | - | - | - | - | 476,756 | (17,345 | ) | (J) | 231,516 | ||||||||||||||||
| - | - | - | - | (164,398 | ) | (D) | |||||||||||||||||||
| - | - | - | - | 3,619 | (D) | ||||||||||||||||||||
| - | - | - | - | 225,000 | (E) | ||||||||||||||||||||
| - | - | - | - | (4,710 | ) | (E) | |||||||||||||||||||
| - | - | - | - | (300,000 | ) | (L) | |||||||||||||||||||
| - | - | - | - | 12,594 | (L) | ||||||||||||||||||||
| Deferred tax | - | 11,835 | (4,480 | ) | (A) | 7,355 | 93,542 | 44,956 | (D) | 129,970 | |||||||||||||||
| - | - | - | - | (139 | ) | (I) | |||||||||||||||||||
| - | - | - | - | (15,744 | ) | (H) | |||||||||||||||||||
| Uncertain tax position | - | - | - | - | 15,292 | - | 15,292 | ||||||||||||||||||
| Asset retirement obligations | 21,035 | 1,164 | - | 22,199 | - | - | 22,199 | ||||||||||||||||||
| Employee benefit obligations | - | 485 | - | 485 | 140,102 | - | 140,587 | ||||||||||||||||||
| Other liabilities | 655 | 235 | - | 890 | 11,506 | 369 | (G) | 6,047 | |||||||||||||||||
| - | - | - | - | 569 | (J) | ||||||||||||||||||||
| - | - | - | - | (7,287 | ) | (D) | |||||||||||||||||||
| Total liabilities | 736,403 | 29,631 | 5,914 | 771,948 | 919,874 | (152,974 | ) | 1,538,848 | |||||||||||||||||
| Redeemable preferred shares | - | - | - | - | - | 135,000 | (D) | 135,000 | |||||||||||||||||
| EQUITY | |||||||||||||||||||||||||
| Share capital | 1,326,279 | 261,467 | (261,467 | ) | (A) | 1,543,521 | 548,096 | (548,096 | ) | (D) | 2,290,953 | ||||||||||||||
| - | - | 217,242 | (A) | - | 747,432 | (D) | |||||||||||||||||||
| Accumulated deficit | (533,879 | ) | (100,127 | ) | 105,360 | (A) | (544,314 | ) | (280,844 | ) | 334,066 | (D) | (575,314 | ) | |||||||||||
| - | - | (5,233 | ) | (B) | - | (301 | ) | (I) | |||||||||||||||||
| - | - | (11,031 | ) | (C) | - | (48,067 | ) | (H) | |||||||||||||||||
| - | - | 596 | (A) | - | 1,112 | (G) | |||||||||||||||||||
| - | - | - | - | 3,004 | (J) | ||||||||||||||||||||
| - | - | - | - | (31,000 | ) | (K) | |||||||||||||||||||
| - | - | - | - | (3,619 | ) | (D) | |||||||||||||||||||
| - | - | - | - | 7,287 | (D) | ||||||||||||||||||||
| - | - | - | - | (12,594 | ) | (L) | |||||||||||||||||||
| - | - | - | - | (44 | ) | (L) | |||||||||||||||||||
| Accumulated other comprehensive loss | 170 | (4,780 | ) | 4,780 | (A) | 170 | 644 | (644 | ) | (D) | 170 | ||||||||||||||
| Total shareholder's equity | 792,570 | 156,560 | 50,247 | 999,377 | 267,896 | 448,536 | 1,715,809 | ||||||||||||||||||
| Non-controlling interests | 4,228 | 15 | - | 4,243 | 3,098 | 430 | (D) | 4,243 | |||||||||||||||||
| - | - | - | - | (34 | ) | (I) | |||||||||||||||||||
| - | - | - | - | (3,826 | ) | (H) | |||||||||||||||||||
| - | - | - | - | 18 | (G) | ||||||||||||||||||||
| - | - | - | - | 314 | (J) | ||||||||||||||||||||
| Total equity | 796,798 | 156,575 | 50,247 | 1,003,620 | 270,994 | 445,438 | 1,720,052 | ||||||||||||||||||
| Total liabilities, redeemable preferred shares, and equity | $ | 1,533,201 | $ | 186,206 | $ | 56,161 | $ | 1,775,568 | $ | 1,190,868 | $ | 427,464 | $ | 3,393,900 |
Please refer to the notes to the unaudited pro forma condensed combined financial information.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2026
| (in thousands, except per share amounts) | Energy Fuels Historical |
ASM Historical Adjusted for Reclassifications |
ASM Pro Forma Adjustments |
Pro Forma Combined (Energy Fuels, ASM) |
VAC Historical Adjusted for Reclassifications |
VAC Pro Forma Adjustments |
Pro Forma Combined (Energy Fuels, ASM & VAC) |
||||||||||||||||||
| Note 2 | Note 3 | Note 5 | Note 6 | ||||||||||||||||||||||
| Total revenue | $ | 60,946 | $ | 5,627 | $ | - | $ | 66,573 | $ | 246,703 | $ | - | $ | 313,276 | |||||||||||
| Operating costs and expenses | |||||||||||||||||||||||||
| Costs applicable to revenues | 32,165 | 4,051 | - | 36,216 | 227,123 | (19 | ) | (EE) | 239,015 | ||||||||||||||||
| - | - | - | - | 9,137 | (FF) | ||||||||||||||||||||
| - | - | - | - | (33,442 | ) | (HH) | |||||||||||||||||||
| Exploration, development and processing | 16,870 | 1,329 | 1,338 | (AA) | 19,537 | - | (825 | ) | (II) | 18,712 | |||||||||||||||
| Standby | 6,208 | - | - | 6,208 | - | - | 6,208 | ||||||||||||||||||
| Accretion of asset retirement obligations | 4,308 | - | - | 4,308 | - | - | 4,308 | ||||||||||||||||||
| Selling, general and administration | 35,783 | 14,297 | 2,709 | (BB) | 52,789 | 56,015 | (277 | ) | (JJ) | 130,556 | |||||||||||||||
| - | - | - | 22,135 | (HH) | |||||||||||||||||||||
| - | - | - | (106 | ) | (KK) | ||||||||||||||||||||
| Transaction and integration related costs | 13,115 | - | - | 13,115 | - | - | 13,115 | ||||||||||||||||||
| Total operating income (loss) | (47,503 | ) | (14,050 | ) | (4,047 | ) | (65,600 | ) | (36,435 | ) | 3,397 | (98,638 | ) | ||||||||||||
| Interest expense | - | - | - | - | 40,041 | (88 | ) | (JJ) | 25,280 | ||||||||||||||||
| - | - | - | - | (5,390 | ) | (MM) | |||||||||||||||||||
| - | - | - | - | 106 | (KK) | ||||||||||||||||||||
| - | - | - | - | (9,770 | ) | (NN) | |||||||||||||||||||
| - | - | - | - | 10,284 | (NN) | ||||||||||||||||||||
| - | - | - | - | (9,903 | ) | (OO) | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||
| Gain on sale of asset | 361 | - | - | 361 | - | - | 361 | ||||||||||||||||||
| Loss in unconsolidated affiliates | (2,391 | ) | - | - | (2,391 | ) | - | - | (2,391 | ) | |||||||||||||||
| Other income (loss) | 5,063 | 938 | - | 6,001 | 459 | (11,307 | ) | (HH) | (4,847 | ) | |||||||||||||||
| Total other income (loss) | 3,033 | 938 | - | 3,971 | 459 | (11,307 | ) | (6,877 | ) | ||||||||||||||||
| Income (loss) before income taxes | (44,470 | ) | (13,112 | ) | (4,047 | ) | (61,629 | ) | (76,017 | ) | 6,851 | (130,795 | ) | ||||||||||||
| Income tax benefit (expense) | (93 | ) | 1,411 | 596 | (BB) | 1,914 | 9,033 | (6 | ) | (EE) | 11,690 | ||||||||||||||
| - | - | - | - | 2,682 | (FF) | ||||||||||||||||||||
| - | - | - | - | (241 | ) | (II) | |||||||||||||||||||
| - | - | - | - | (107 | ) | (JJ) | |||||||||||||||||||
| - | - | - | - | (1,585 | ) | (MM) | |||||||||||||||||||
| Net income (loss) | (44,563 | ) | (11,701 | ) | (3,451 | ) | (59,715 | ) | (66,984 | ) | 7,594 | (119,105 | ) | ||||||||||||
| Net income (loss) attributable to non-controlling interest | (341 | ) | (11 | ) | - | (352 | ) | (6,223 | ) | 1 | (EE) | (352 | ) | ||||||||||||
| - | - | - | - | 59 | (II) | ||||||||||||||||||||
| - | - | - | - | 19 | (JJ) | ||||||||||||||||||||
| - | - | - | - | 413 | (MM) | ||||||||||||||||||||
| - | - | - | - | 5,731 | (PP) | ||||||||||||||||||||
| Net income (loss) attributable to Energy Fuels Inc | $ | (44,222 | ) | $ | (11,690 | ) | $ | (3,451 | ) | $ | (59,363 | ) | $ | (60,761 | ) | $ | 1,371 | $ | (118,753 | ) | |||||
| Basic weighted average common shares outstanding | 245,460 | 270,241 | 326,122 | ||||||||||||||||||||||
| Basic net income (loss) per common share | $ | (0.18 | ) | $ | (0.04 | ) | $ | (0.39 | ) | ||||||||||||||||
| Diluted weighted average common shares outstanding | 245,460 | 270,241 | 326,122 | ||||||||||||||||||||||
| Diluted net income (loss) per common share | $ | (0.18 | ) | $ | (0.04 | ) | $ | (0.39 | ) |
Please refer to the notes to the unaudited pro forma condensed combined financial information
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2025
| (in thousands, except per share amounts) | Energy Fuels Historical |
ASM Historical Adjusted for Reclassifications |
ASM Pro Forma Adjustments |
Pro Forma Combined (Energy Fuels, ASM) |
VAC Historical Adjusted for Reclassifications |
VAC Pro forma adjustments USD $ |
Pro Forma Combined (Energy Fuels, ASM & VAC) |
||||||||||||||||||
| Note 2 | Note 3 | Note 5 | Note 6 | ||||||||||||||||||||||
| Total revenue | $ | 65,922 | $ | 5,158 | $ | - | $ | 71,080 | $ | 367,513 | $ | - | $ | 438,593 | |||||||||||
| Operating costs and expenses | |||||||||||||||||||||||||
| Costs applicable to revenues | 52,169 | 4,113 | 178 | (DD) | 56,460 | 392,428 | (75 | ) | (EE) | 450,630 | |||||||||||||||
| - | - | - | - | 33,207 | (FF) | ||||||||||||||||||||
| - | - | - | - | 5,685 | (GG) | ||||||||||||||||||||
| - | - | - | - | (37,075 | ) | (HH) | |||||||||||||||||||
| Exploration, development and processing | 38,941 | 5,177 | 1,968 | (AA) | 46,086 | - | (3,250 | ) | (II) | 42,836 | |||||||||||||||
| Standby | 7,965 | - | - | 7,965 | - | - | 7,965 | ||||||||||||||||||
| Accretion of asset retirement obligations | 3,222 | - | - | 3,222 | - | - | 3,222 | ||||||||||||||||||
| Selling, general and administration | 64,780 | 9,842 | 4,870 | (BB) | 79,492 | 54,457 | (237 | ) | (JJ) | 158,058 | |||||||||||||||
| - | - | - | - | 24,540 | (HH) | ||||||||||||||||||||
| - | - | - | - | (194 | ) | (KK) | |||||||||||||||||||
| Transaction and integration related costs | - | - | 11,031 | (CC) | 11,031 | - | 31,000 | (LL) | 42,031 | ||||||||||||||||
| Total operating income (loss) | (101,155 | ) | (13,974 | ) | (18,047 | ) | (133,176 | ) | (79,372 | ) | (53,601 | ) | (266,149 | ) | |||||||||||
| Interest expense | - | - | - | - | 66,193 | (196 | ) | (JJ) | 47,544 | ||||||||||||||||
| - | - | - | - | (6,552 | ) | (MM) | |||||||||||||||||||
| - | - | - | - | 194 | (KK) | ||||||||||||||||||||
| - | - | - | - | (19,984 | ) | (NN) | |||||||||||||||||||
| - | - | - | - | 23,536 | (NN) | ||||||||||||||||||||
| - | - | - | - | (15,647 | ) | (OO) | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||
| Gain on sale of asset | 5,300 | - | - | 5,300 | - | - | 5,300 | ||||||||||||||||||
| Loss in unconsolidated affiliates | (1,321 | ) | - | - | (1,321 | ) | - | - | (1,321 | ) | |||||||||||||||
| Other income (loss) | 10,086 | 499 | - | 10,585 | 8,284 | (12,535 | ) | (HH) | 6,334 | ||||||||||||||||
| Total other income (loss) | 14,065 | 499 | - | 14,564 | 8,284 | (12,535 | ) | 10,313 | |||||||||||||||||
| Income (loss) before income taxes | (87,090 | ) | (13,475 | ) | (18,047 | ) | (118,612 | ) | (137,281 | ) | (47,487 | ) | (303,380 | ) | |||||||||||
| Income tax benefit (expense) | 979 | (434 | ) | 1,018 | (BB) | 1,563 | 37,951 | (11 | ) | (EE) | 47,361 | ||||||||||||||
| - | - | - | - | 11,418 | (FF) | ||||||||||||||||||||
| - | - | - | - | (1,004 | ) | (II) | |||||||||||||||||||
| - | - | - | - | (127 | ) | (JJ) | |||||||||||||||||||
| - | - | - | - | (2,429 | ) | (MM) | |||||||||||||||||||
| Net income (loss) | (86,111 | ) | (13,909 | ) | (17,029 | ) | (117,049 | ) | (99,330 | ) | (39,640 | ) | (256,019 | ) | |||||||||||
| Net income (loss) attributable to non-controlling interest | (477 | ) | (4 | ) | - | (481 | ) | (10,368 | ) | 6 | (EE) | (481 | ) | ||||||||||||
| - | - | - | - | 227 | (II) | ||||||||||||||||||||
| - | - | - | - | 34 | (JJ) | ||||||||||||||||||||
| - | - | - | - | 508 | (MM) | ||||||||||||||||||||
| - | - | - | - | 9,593 | (PP) | ||||||||||||||||||||
| Net income (loss) attributable to Energy Fuels Inc | $ | (85,634 | ) | $ | (13,905 | ) | $ | (17,029 | ) | $ | (116,568 | ) | $ | (88,962 | ) | $ | (50,008 | ) | $ | (255,538 | ) | ||||
| Basic weighted average common shares outstanding | 224,724 | 208,024 | 305,386 | ||||||||||||||||||||||
| Basic net income (loss) per common share | $ | (0.38 | ) | $ | (0.07 | ) | $ | (0.89 | ) | ||||||||||||||||
| Diluted weighted average common shares outstanding | 224,724 | 208,024 | 305,386 | ||||||||||||||||||||||
| Diluted net income (loss) per common share | $ | (0.38 | ) | $ | (0.07 | ) | $ | (0.89 | ) |
Please refer to the notes to the unaudited pro forma condensed combined financial information
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. Basis of Presentation
The pro forma adjustments have been prepared as if the Business Combinations had been consummated on June 30, 2026, in the case of the unaudited pro forma condensed combined balance sheet, and, in the case of the unaudited pro forma condensed combined statement of operations, as if the Business Combinations had been consummated on January 1, 2025, the beginning of the earliest period presented in the unaudited pro forma condensed combined statement of operations.
The historical consolidated financial statements of ASM have been prepared in accordance with the accounting standards issued by the AASB, which are consistent with IFRS as issued by the IASB and in their presentation and reporting currency of AUD. The historical consolidated financial statements of Energy Fuels has been prepared in accordance with U.S. GAAP and in their presentation and reporting currency of USD. For purposes of the unaudited pro forma condensed combined financial information, ASM's unaudited consolidated statement of financial position as of June 30, 2026 was translated using the spot rate on June 30, 2026 (1.445504$/AUD). ASM's unaudited consolidated income statement for the six months ended June 30, 3036 was translated using the average exchange rate for the six months ended June 30, 2026 (1.424063$/AUD). ASM's unaudited consolidated income statement for the twelve months ended December 31, 2025 was translated using the average exchange rate for the twelve months ended December 31, 2025 (1.550931$/AUD).
The historical consolidated financial statements of VAC have been prepared in accordance with IFRS as issued by the IASB and in their presentation and reporting currency of EUR. The historical consolidated financial statements of Energy Fuels has been prepared in accordance with U.S. GAAP and in their presentation and reporting currency of USD. For purposes of the unaudited pro forma condensed combined financial information, VAC's unaudited consolidated statement of financial position as of June 30, 2026 was translated using the spot rate on June 30, 2026 (0.875297$/€). VAC's unaudited consolidated income statement for the six months ended June 30, 3036 was translated using the average exchange rate for the six months ended June 30, 2026 (0.857263$/€). VAC's unaudited consolidated income statement for the twelve months ended December 31, 2025 was translated using the average exchange rate for the twelve months ended December 31, 2025 (0.884465$/€).
Certain adjustments have been made to reflect ASM's and VAC's historical audited and unaudited consolidated financial statements on a U.S. GAAP basis for purposes of presenting the unaudited pro forma financial information and to align ASM's and VAC's historical significant accounting policies under IFRS to Energy Fuels' significant accounting policies under U.S. GAAP.
The preparation of the unaudited pro forma condensed combined financial information is based on reasonable estimates, assumptions and adjustments that affect the amounts reported in such financial statements and the notes thereto. The pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed and have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information are presented for illustrative purposes only and do not necessarily reflect the operating results or financial position that would have occurred if the Business Combinations and the financing transactions had been consummated on the dates indicated, nor are they necessarily indicative of the results of operations or financial condition that may be expected for any future period or date. Differences between these preliminary estimates and the final transaction accounting, which are expected to be completed for ASM and VAC within one year of the respective Deed and Merger close dates, will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the combined company's future results of operations and financial position.
2. ASM Reclassification Adjustments
ASM's historical balances were derived from ASM's historical consolidated financial statements described above and are presented under the accounting standards of the AASB, which are consistent with IFRS and converted from AUD to USD based on the historical exchange rates presented above in Note 1.
During the preparation of the unaudited pro forma condensed combined financial information, Energy Fuels performed a preliminary review of ASM's financial statements to identify differences in financial statement presentation as compared to the presentation of Energy Fuels. Based on the information currently available, certain reclassifications have been made to ASM's historical consolidated financial statements to conform to Energy Fuels' presentation. Further review of ASM's financial statements may result in additional reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.
Refer to the table below for a preliminary reconciliation of the historical consolidated financial statements of ASM to Energy Fuels' presentation:
| Unaudited Consolidated Balance Sheet as of June 30, 2026 | ||||||||||||||||||||||||||||||||||||
| ASM Financial Statement Line | ASM Historical Amount |
ASM Historical Amounts |
Reclassification | ASM Historical Amounts Reclassified |
Energy Fuels Financial Statement Line | |||||||||||||||||||||||||||||||
| (in thousands) | AUD | USD | USD | |||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||
| Current assets | ||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | A$ | 57,406 | $ | 39,713 | $ | - | $ | 39,713 | Cash and cash equivalents | |||||||||||||||||||||||||||
| Trade and other receivables | 3,722 | 2,575 | - | 2,575 | Trade and other receivables, net of allowance for credit losses | |||||||||||||||||||||||||||||||
| Inventories | 11,976 | 8,285 | - | 8,285 | Inventories | |||||||||||||||||||||||||||||||
| Biological assets | 314 | 217 | (217 | ) | (a) | - | ||||||||||||||||||||||||||||||
| 217 | (a) | 217 | Prepaid expenses and other current assets | |||||||||||||||||||||||||||||||||
| Total current assets | 73,418 | 50,790 | - | 50,790 | Total current assets | |||||||||||||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||||||||||||||
| Property, plant and equipment | 66,651 | 46,109 | - | 46,109 | Property, plant and equipment, net | |||||||||||||||||||||||||||||||
| Intangible assets | 29 | 20 | - | 20 | Intellectual property and intangible assets, net | |||||||||||||||||||||||||||||||
| Exploration and evaluation assets | 127,632 | 88,296 | (88,296 | ) | (b) | - | ||||||||||||||||||||||||||||||
| Biological assets | 1,252 | 866 | (866 | ) | (a) | - | ||||||||||||||||||||||||||||||
| Other assets | 180 | 125 | 866 | (a) | 991 | Other assets | ||||||||||||||||||||||||||||||
| 88,296 | (b) | 88,296 | Mineral properties | |||||||||||||||||||||||||||||||||
| Total assets | A$ | 269,162 | $ | 186,206 | $ | - | $ | 186,206 | Total assets | |||||||||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||||||||||||
| Trade and other payables | 10,729 | 7,422 | 654 | (c) | 8,076 | Accounts payable and accrued liabilities | ||||||||||||||||||||||||||||||
| Provisions | 946 | 654 | (654 | ) | (c) | - | ||||||||||||||||||||||||||||||
| Interest bearing liabilities | 2,905 | 2,010 | (2,010 | ) | (d) | - | ||||||||||||||||||||||||||||||
| Unearned revenue | 8,421 | 5,826 | - | 5,826 | Deferred revenue | |||||||||||||||||||||||||||||||
| 1,952 | (d) | 1,952 | Borrowings | |||||||||||||||||||||||||||||||||
| 58 | (d) | 58 | Other liabilities | |||||||||||||||||||||||||||||||||
| Total current liabilities | 23,001 | 15,912 | - | 15,912 | Total current liabilities | |||||||||||||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||||||||||||
| Deferred tax | 17,108 | 11,835 | - | 11,835 | Deferred tax | |||||||||||||||||||||||||||||||
| Interest bearing liabilities | 340 | 235 | (235 | ) | (e) | - | ||||||||||||||||||||||||||||||
| Provisions | 2,383 | 1,649 | (1,649 | ) | (f) & (g) | - | ||||||||||||||||||||||||||||||
| 1,164 | (g) | 1,164 | Asset retirement obligations | |||||||||||||||||||||||||||||||||
| 485 | (f) | 485 | Employee benefit obligations | |||||||||||||||||||||||||||||||||
| 235 | (e) | 235 | Other liabilities | |||||||||||||||||||||||||||||||||
| Total liabilities | 42,832 | 29,631 | - | 29,631 | Total liabilities | |||||||||||||||||||||||||||||||
| Equity | ||||||||||||||||||||||||||||||||||||
| Issued capital | 357,328 | 247,200 | 1,330 | (h) | 261,467 | Share capital | ||||||||||||||||||||||||||||||
| 12,937 | (i) | |||||||||||||||||||||||||||||||||||
| Other equity | 1,922 | 1,330 | (1,330 | ) | (h) | - | ||||||||||||||||||||||||||||||
| Reserves | 11,791 | 8,157 | (8,157 | ) | (i) | - | ||||||||||||||||||||||||||||||
| Accumulated losses | (144,733 | ) | (100,127 | ) | - | (100,127 | ) | Accumulated deficit | ||||||||||||||||||||||||||||
| (4,780 | ) | (i) | (4,780 | ) | Accumulated other comprehensive income (loss) | |||||||||||||||||||||||||||||||
| Non-controlling interest | 22 | 15 | - | 15 | Non-controlling interest | |||||||||||||||||||||||||||||||
| Total equity | 226,330 | 156,575 | - | 156,575 | Total equity | |||||||||||||||||||||||||||||||
| Total equity & liabilities | A$ | 269,162 | $ | 186,206 | $ | - | $ | 186,206 | Total liabilities & equity | |||||||||||||||||||||||||||
Reclassification of historical ASM:
(a) Biological assets were reclassified to prepaid expenses and other current assets and non-current other assets to conform with Energy Fuels presentation.
(b) Exploration and evaluation assets were reclassified to mineral properties to conform with Energy Fuels presentation.
(c) Provisions were reclassified to accounts payable and accrued liabilities to conform with Energy Fuels presentation.
(d) Current lease liabilities within current interest bearing liabilities were reclassified to current other liabilities; short term borrowings within current interest bearing liabilities were reclassified to the current borrowings - both in order to conform with Energy Fuels presentation.
(e) Non-current interest bearing liabilities, relating solely to leases, were reclassified to non-current other liabilities to conform with Energy Fuels presentation.
(f) Provisions for employee benefit liabilities were reclassified to non-current employee benefit obligations to conform with Energy Fuels presentation.
(g) Provisions for decommissioning was reclassified to asset retirement obligations to conform with Energy Fuels presentation.
(h) Other equity was reclassified to share capital to conform with Energy Fuels presentation.
(i) Capital contribution reserves and share-based payments were reclassified from reserves to share capital to conform with Energy Fuels presentation. Foreign currency translation reserve and retirement benefit obligation reserve have been reclassified from reserves to accumulated other comprehensive income to conform with Energy Fuels presentation.
| Unaudited Consolidated Statement of Operations for the Six Months Ended June 30, 2026 | ||||||||||||||||
| ASM Financial Statement Line | ASM Historical Amount |
ASM Historical Amounts |
Reclassification | ASM Historical Amounts Reclassified |
Energy Fuels Financial Statement Line | |||||||||||
| (in thousands) | AUD | USD | USD | |||||||||||||
| Revenue | A$ | 8,013 | $ | 5,627 | $ | - | $ | 5,627 | Revenues | |||||||
| Cost of sales | 5,769 | 4,051 | - | 4,051 | Costs applicable to revenues | |||||||||||
| Gross Profit | 2,244 | 1,576 | - | 1,576 | ||||||||||||
| Other income (loss) | 1,397 | 981 | (981 | ) | (a) | - | ||||||||||
| Expenses | ||||||||||||||||
| Operating expenses | 1,589 | 1,116 | (1,116 | ) | (b) | - | ||||||||||
| Professional fees and consulting services | 10,912 | 7,663 | (7,663 | ) | (c) | - | ||||||||||
| Employee remuneration | 5,002 | 3,512 | (3,512 | ) | (c) | - | ||||||||||
| Share-based payments | 1,806 | 1,268 | (1,268 | ) | (c) | - | ||||||||||
| Directors' fees and salaries | 693 | 487 | (487 | ) | (c) | - | ||||||||||
| General and administration expenses | 1,422 | 999 | (999 | ) | (c) | - | ||||||||||
| Pastoral company expenses | 524 | 368 | (368 | ) | (c) | - | ||||||||||
| Depreciation and amortization expense | 303 | 213 | (213 | ) | (b) | - | ||||||||||
| Fair value movement in biological assets | 354 | 249 | (249 | ) | (a) | - | ||||||||||
| Finance costs | 94 | 66 | (66 | ) | (a) | - | ||||||||||
| Net foreign exchange gain/(loss) | (387 | ) | (272 | ) | 272 | (a) | - | |||||||||
| 1,329 | (b) | 1,329 | Exploration, development and processing | |||||||||||||
| 14,297 | (c) | 14,297 | Selling, general and administration | |||||||||||||
| 938 | (a) | 938 | Other income (loss) | |||||||||||||
| Income (loss) before income tax | (18,671 | ) | (13,112 | ) | - | (13,112 | ) | Income (loss) before income tax | ||||||||
| Income tax benefit (expense) | 2,010 | 1,411 | - | 1,411 | Income tax benefit (expense) | |||||||||||
| Loss after income tax for the period | (16,661 | ) | (11,701 | ) | - | (11,701 | ) | Net income (loss) | ||||||||
| Loss for the period attributable to: | ||||||||||||||||
| Non-controlling interest | (16 | ) | (11 | ) | - | (11 | ) | Net income (loss) attributable to non-controlling interest | ||||||||
| Owners of ASM | (16,645 | ) | (11,690 | ) | - | (11,690 | ) | Net income (loss) attributable to Energy Fuels Inc | ||||||||
| A$ | (16,661 | ) | $ | (11,701 | ) | $ | - | $ | (11,701 | ) | ||||||
Reclassification of historical ASM:
(a) Fair value movement in biological assets, finance costs, and net foreign exchange gain/(loss) were reclassified to other income (loss) to conform with Energy Fuels presentation.
(b) Operating expenses, along with depreciation and amortization expense, were reclassified to exploration, development and processing to conform with Energy Fuels presentation.
(c) Professional fees and consulting services, employee renumeration, shared-based payments, directors' fees and salaries, general and administration expenses, and pastoral company expenses have been reclassified to selling, general and administration to conform with Energy Fuels presentation.
| Unaudited Consolidated Statement of Operations for the Twelve Months Ended December 31, 2025 | ||||||||||||||||
| ASM Financial Statement Line | ASM Historical Amount |
ASM Historical Amounts |
Reclassification | ASM Historical Amounts Reclassified |
Energy Fuels Financial Statement Line | |||||||||||
| (in thousands) | AUD | USD | USD | |||||||||||||
| Revenue | A$ | 8,000 | $ | 5,158 | $ | - | $ | 5,158 | Total revenue | |||||||
| Cost of sales | 6,379 | 4,113 | - | 4,113 | Costs applicable to revenues | |||||||||||
| Gross Profit | 1,621 | 1,045 | - | 1,045 | ||||||||||||
| Other income (loss) | 2,095 | 1,351 | (1,351 | ) | (a) | - | ||||||||||
| Expenses | ||||||||||||||||
| Operating expenses | 6,429 | 4,145 | (4,145 | ) | (b) | - | ||||||||||
| Professional fees and consulting services | 1,292 | 833 | (833 | ) | (c) | - | ||||||||||
| Employee remuneration | 8,038 | 5,183 | (5,183 | ) | (c) | - | ||||||||||
| Share-based payments | 906 | 584 | (584 | ) | (c) | - | ||||||||||
| Directors' fees and salaries | 1,323 | 853 | (853 | ) | (c) | - | ||||||||||
| General and administration expenses | 3,069 | 1,979 | (1,979 | ) | (c) | - | ||||||||||
| Pastoral company expenses | 636 | 410 | (410 | ) | (c) | - | ||||||||||
| Depreciation and amortization expense | 1,601 | 1,032 | (1,032 | ) | (b) | - | ||||||||||
| Fair value movement in biological assets | (366 | ) | (236 | ) | 236 | (a) | - | |||||||||
| Finance costs | 920 | 593 | (593 | ) | (a) | - | ||||||||||
| Net foreign exchange gain/(loss) | 768 | 495 | (495 | ) | (a) | - | ||||||||||
| 5,177 | (b) | 5,177 | Exploration, development and processing | |||||||||||||
| 9,842 | (c) | 9,842 | Selling, general and administration | |||||||||||||
| 499 | (a) | 499 | Other income (loss) | |||||||||||||
| Income (loss) before income tax | (20,900 | ) | (13,475 | ) | - | (13,475 | ) | Income (loss) before income tax | ||||||||
| Income tax benefit/(expense) | (673 | ) | (434 | ) | - | (434 | ) | Income tax benefit (expense) | ||||||||
| Loss after income tax for the year | (21,573 | ) | (13,909 | ) | - | (13,909 | ) | Net income (loss) | ||||||||
| Loss for the year attributable to: | ||||||||||||||||
| Non-controlling interest | (6 | ) | (4 | ) | - | (4 | ) | Net income (loss) attributable to non-controlling interest | ||||||||
| Owners of ASM | (21,567 | ) | (13,905 | ) | - | (13,905 | ) | Net income (loss) attributable to Energy Fuels Inc | ||||||||
| A$ | (21,573 | ) | $ | (13,909 | ) | $ | - | $ | (13,909 | ) | ||||||
Reclassification of historical ASM:
(a) Fair value movement in biological assets, finance costs, and net foreign exchange gain were reclassified to other income (loss) to conform with Energy Fuels presentation.
(b) Operating expenses, along with depreciation and amortization expense, were reclassified to exploration, development and processing to conform with Energy Fuels presentation.
(c) Professional fees and consulting services, employee renumeration, share-based payments, directors' fees and salaries, general and administration expenses, and pastoral company expenses were reclassified to selling, general and administration to conform with Energy Fuels presentation.
3. ASM Pro Forma Adjustments and Assumptions
The adjustments reflected in the unaudited pro forma condensed combined balance sheet as of June 30, 2026 are as follows, in thousands:
(A) Reflects the purchase price allocation adjustments to record ASM's assets and liabilities at estimated fair value based on the consideration conveyed.
(1) Purchase consideration - Reflects purchase consideration relating to the acquisition of ASM including cash paid on closing of $31,250 and share consideration with a value of $217,242.
(2) Acquired assets and liabilities - Reflects the elimination of historical balances of ASM and recording of preliminary fair value of assets and liabilities in connection with the Deed.
(3) Goodwill - Reflects recoding of the preliminary estimate of goodwill.
(4) Historical equity balances of ASM - Reflects the elimination of historical equity accounts of ASM upon consummation of the Deed.
(5) Deferred tax liabilities - Reflects expected deferred tax adjustments upon deal close. The net decrease in deferred tax liabilities of $4,480 reflects reversal of the historical book value of the pre-transaction amount of $11,835, due to anticipated step-up in tax cost base of Australian assets based on a preliminary purchase price allocation and partial recognition of a deferred tax asset ("DTA") on Non-Operating Losses ("NOLs") that are anticipated to be able to be transferred to a new tax consolidated group and be available for future recoupment under Australian tax law, net of the recognition of deferred tax liabilities for $7,355 for steps in fair value of net assets attributable to ASM's Korean entities, net of tax benefits of $596 for additional depreciation incurred as a result of such increases in fair value. Preliminary deferred taxes have been estimated based on the above assumptions. These assumptions could change depending on pre-and post-acquisition activities, geographical mix of income, changes in tax law, as well as the final determination of the fair value of the identifiable assets and liabilities and the associated impact of potential push-down accounting elections.
(B) Reflects reversal of evaluation and exploration asset capitalization for a project which is in the pre-feasibility stage that would be unlikely to meet the threshold for capitalization under U.S. GAAP:
(1) Reverses amounts historically capitalized of $9,053.
(2) Reduces deferred revenue by $3,820 for government grants capitalized as an asset and recognized with a corresponding deferred revenue balance under IFRS.
(3) Adjusts accumulated deficit for the net impact of $5,233.
(C) Reflects nonrecurring expense related to estimated transaction costs in the amount of $11,031, which are primarily comprised of investment banking fees, legal fees, and other related advisory costs.
The adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 and twelve months ended December 31, 2025 are as follows:
(AA) Reflects exploration and development costs incurred before the establishment of proven and probable reserves which cannot be capitalized under U.S. GAAP. An adjustment is required to expense amounts that were capitalized in the historical financial statements of ASM ($1,338 for the six months ended June 30, 2026, $1,968 for the twelve months ended December 31, 2025) for a project in the pre-feasibility stage.
(BB) Reflects additional depreciation and amortization for increases in fair value of property, plant, and equipment, and intellectual property and intangible assets expected to be recognized upon deal close. As a result of the fair value step up in property, plant, and equipment, net, and intellectual property and intangible assets, additional depreciation and amortization expense of $2,709 and associated tax benefits of $596 were recognized for the six months ended June 30, 2026 (additional depreciation and amortization expense of $4,870 and associated tax benefits of $1,018 for the twelve months ended December 31, 2025).
(CC) Reflects nonrecurring expense related to estimated transaction costs in the amount of $11,031 which are primarily comprised of investment banking fees, legal fees, and other related advisory costs.
(DD) Reflects nonrecurring expense for the twelve months ended December 31, 2025 to increase costs of goods sold for an amount equal to the expected increase in fair value of inventory on acquisition close, given such amount inventory is expected to turnover in less than one year.
4. Purchase Price Consideration and Preliminary Allocation - ASM
Pursuant to the Scheme Implementation Deed, specifically the Share Scheme, Energy Fuels acquired 100% of the outstanding ordinary shares of ASM at a price per share equal to 0.053 of an Energy Fuels' share plus A$0.13 AUD per share. Additionally, under the associated Option Scheme, Energy Fuels acquired 100% of the outstanding share options of ASM, based on a price per option of A$0.50 AUD. The total Deed Scheme Consideration consists of: (i) the Deed Share Consideration of $217.2 million in Energy Fuels shares; (ii) the Deed Cash Consideration of $26.1 million in cash to be paid under the Share Scheme; and (iii) the Option Scheme Consideration of $5.2 million in cash. The total Deed Scheme Consideration amounts to $248.5 million, calculated as follows:
| (in thousands, except exchange ratio, exchange rate and share price) | |||
| ASM shares outstanding as of August 28, 2026 | 279,482 | ||
| Exchange ratio - Energy Fuels' shares per ASM share | 0.053 | ||
| Total estimated Energy Fuels' shares to be issued | 14,809 | ||
| Energy Fuels' shares price as of August 28, 2026 (USD) | $ 14.67 | ||
| Share Scheme - Share Consideration (USD) | $ | 217,242 | |
| ASM shares outstanding as of August 28, 2026 | 279,482 | ||
| Exchange ratio - AUD per ASM share | 0.13 | ||
| Cash Consideration (AUD) | 36,333 | ||
| Exchange rate - AUD to USD | 0.7184 | ||
| Share Scheme - Cash Consideration (USD) | $ | 26,100 | |
| ASM options outstanding as of August 28, 2026 | 14,340 | ||
| Exchange ratio - AUD per ASM option | 0.50 | ||
| Option Scheme (AUD) | 7,170 | ||
| Exchange ratio | 0.7184 | ||
| Option Scheme - Cash Consideration (USD) | $ | 5,150 | |
| Total purchase consideration (USD) | $ | 248,492 |
Preliminary Purchase Price Allocation
The determination of the fair value of the identifiable assets of ASM and the allocation of the estimated merger consideration to these identifiable assets and liabilities is preliminary and is pending finalization of various estimates, inputs and analyses. The final purchase price allocation will be determined when Energy Fuels has completed the detailed valuations and necessary calculations. The final purchase price allocation may be materially different than that reflected in the preliminary estimated merger consideration allocation presented herein. Any increase or decrease in fair values of the net assets as compared with the pro forma financial statements may change the allocation of total purchase price allocation to goodwill and other assets and liabilities and may impact the unaudited pro forma condensed combined statements of operations due to adjustments in the depreciation and amortization of the adjusted assets. The following table sets forth a preliminary allocation of the merger consideration to the preliminary fair value of the identifiable tangible and intangible assets to be acquired and liabilities to be assumed of ASM, using ASM's balance sheet as of June 30, 2026 and adjusted for reclassifications and presentational alignment to that of Energy Fuels' historical financial information described in Note 2 above:
| (in thousands) | As of June 30, 2026 | ||
| Assets | |||
| Cash and cash equivalents | $ | 39,713 | |
| Trade and other receivables | 2,575 | ||
| Inventories | 8,463 | ||
| Prepaid expenses and other current assets | 236 | ||
| Mineral properties | 34,590 | ||
| Property, plant and equipment | 49,246 | ||
| Intellectual property and intangible assets | 73,100 | ||
| Other assets | 1,065 | ||
| Total assets, excluding goodwill | 208,988 | ||
| Accounts payable and accrued liabilities | 8,076 | ||
| Borrowings | 1,952 | ||
| Deferred revenue | 5,189 | ||
| Other liabilities (current) | 58 | ||
| Deferred tax | 7,951 | ||
| Asset retirement obligations | 1,164 | ||
| Employee benefit obligations (non-current) | 485 | ||
| Other liabilities (non-current) | 235 | ||
| Non-controlling interest | 15 | ||
| Net assets Acquired | 183,863 | ||
| Goodwill | 64,629 | ||
| Fair value of consideration | $ | 248,492 | |
Goodwill represents the excess of the preliminary estimated merger consideration over the estimated fair value of the underlying net assets acquired. Goodwill will not be amortized but instead will be reviewed for impairment annually, or more frequently if facts and circumstances warrant a review. Goodwill recognized in the merger is not expected to be deductible for tax purposes.
The estimated fair value, in thousands, and useful life of identifiable intangible assets are as follows:
| Asset Type | Fair Value | Useful Life | ||||
| Patents | $ | 37,430 | 15 years | |||
| Customer Relationships | $ | 35,670 | 15 years | |||
| Total | $ | 73,100 |
5. VAC Reclassification Adjustments
VAC's historical balances were derived from VAC's historical consolidated financial statements described above and are presented under IFRS and converted from EUR to USD based on the historical exchange rates presented above in Note 1.
During the preparation of the unaudited pro forma condensed combined financial information, Energy Fuels performed a preliminary review of VAC's financial statements to identify differences in financial statement presentation as compared to the presentation of Energy Fuels. Based on the information currently available, certain reclassifications have been made to VAC's historical consolidated financial statements to conform to Energy Fuels' presentation. Further review of VAC's financial statements may result in additional reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.
Refer to the table below for a preliminary reconciliation of the historical consolidated financial statements of VAC to Energy Fuels' presentation:
| Unaudited Consolidated Balance Sheet as of June 30, 2026 | ||||||||||||||||
| VAC Financial Statement Line | VAC Historical Amounts | VAC Historical Amounts |
Reclassification | VAC Historical Amounts Reclassified |
Energy Fuels Financial Statement Line | |||||||||||
| (in thousands) | EUR | USD | USD | |||||||||||||
| Assets | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | € | 43,667 | $ | 49,888 | $ | - | $ | 49,888 | Cash and cash equivalents | |||||||
| Restricted cash | 382 | 436 | - | 436 | Restricted cash | |||||||||||
| Trade and other receivables | 79,040 | 90,301 | - | 90,301 | Trade and other receivables, net of allowance for credit losses | |||||||||||
| Inventories | 101,730 | 116,223 | - | 116,223 | Inventories | |||||||||||
| Prepaid income tax | 992 | 1,133 | (1,133 | ) | (a) | - | ||||||||||
| Transferable tax credit | - | - | 1,252 | (a) & (b) | 1,252 | Prepaid expenses and other current assets | ||||||||||
| Other financial assets | 104 | 119 | (119 | ) | (b) | - | ||||||||||
| Total current assets | 225,915 | 258,100 | - | 258,100 | Total current assets | |||||||||||
| Non-current assets | ||||||||||||||||
| Property, plant and equipment | 460,469 | 526,072 | 5,578 | (c) | 531,650 | Property, plant and equipment, net | ||||||||||
| Right-of-use assets | 4,882 | 5,578 | (5,578 | ) | (c) | - | ||||||||||
| Intangible assets | 318,525 | 363,905 | (363,905 | ) | (d) | - | ||||||||||
| Prepaid insurance | 2,803 | 3,202 | (3,202 | ) | (e) | - | ||||||||||
| - | 363,905 | (d) | 363,905 | Intellectual property and intangible assets, net | ||||||||||||
| Other financial assets | 14,771 | 16,875 | (16,875 | ) | (e) | - | ||||||||||
| Deferred financing costs | 917 | 1,048 | (1,048 | ) | (e) | - | ||||||||||
| Deferred tax assets | 14,082 | 16,088 | - | 16,088 | Deferred tax assets | |||||||||||
| 21,125 | (e) | 21,125 | Other assets | |||||||||||||
| Total assets | € | 1,042,364 | $ | 1,190,868 | $ | - | $ | 1,190,868 | Total assets | |||||||
Reclassification of historical VAC:
(a) Prepaid income tax was reclassified to prepaid expenses and other current assets to conform with Energy Fuels presentation.
(b) Other current financial assets, comprised of forwards, hedges, and swaps, were reclassified to prepaid expenses and other current assets to conform with Energy Fuels presentation.
(c) Right-of-use assets were reclassified to property, plant and equipment, net to conform with Energy Fuels presentation.
(d) Intangible assets were reclassified to intellectual property and intangible assets, net to align with Energy Fuels presentation.
(e) Prepaid insurance, classified as a non-current asset, deferred financing costs, and non-current other financial assets, comprised of derivatives and interest rate swaps, were reclassified to other assets to conform with Energy Fuels presentation.
| Unaudited Consolidated Balance Sheet as of June 30, 2026 (cont.) | ||||||||||||||||
| VAC Financial Statement Line | VAC Historical Amounts | VAC Historical Amounts |
Reclassification | VAC Historical Amounts Reclassified |
Energy Fuels Financial Statement Line | |||||||||||
| (in thousands) | EUR | USD | USD | |||||||||||||
| Liabilities | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Interest bearing loans and borrowings | € | 42,201 | $ | 48,213 | $ | (48,213 | ) | (f) | $ | - | ||||||
| Short-term interest bearing loans and borrowings - related party | 6,585 | 7,523 | (7,523 | ) | (f) | - | ||||||||||
| Trade and other payables | 66,121 | 75,541 | - | 75,541 | Accounts payable and accrued liabilities | |||||||||||
| - | 55,736 | (f) | 55,736 | Borrowings | ||||||||||||
| Short-term lease liabilities | 1,990 | 2,274 | (2,274 | ) | (g) | - | ||||||||||
| Contract liabilities | 22,843 | 26,097 | (26,097 | ) | (h) | - | ||||||||||
| Current income tax liabilities | 474 | 542 | (542 | ) | (i) | - | ||||||||||
| Employee benefit obligations | 14,444 | 16,502 | - | 16,502 | Employee benefit obligations | |||||||||||
| Current other financial liabilities | 127 | 145 | (145 | ) | (j) | - | ||||||||||
| Provisions | 5,111 | 5,839 | (5,839 | ) | (j) | - | ||||||||||
| - | 26,097 | (h) | 26,097 | Unearned revenue | ||||||||||||
| - | 8,800 | (g) & (i) & (j) | 8,800 | Other liabilities | ||||||||||||
| Total current liabilities | 159,896 | 182,676 | - | 182,676 | Total current liabilities | |||||||||||
| Non-current liabilities | ||||||||||||||||
| Interest-bearing loans and borrowings | 417,303 | 476,756 | - | 476,756 | Borrowings | |||||||||||
| Employee benefit obligations | 122,631 | 140,102 | - | 140,102 | Employee benefit obligations | |||||||||||
| Long-term lease liabilities | 3,007 | 3,435 | (3,435 | ) | (k) | - | ||||||||||
| Provisions | 1,184 | 1,353 | (1,353 | ) | (l) | - | ||||||||||
| Uncertain tax position | 13,385 | 15,292 | 15,292 | Uncertain tax position | ||||||||||||
| Other financial liabilities | 5,880 | 6,718 | (6,718 | ) | (l) | - | ||||||||||
| Deferred tax liabilities | 81,877 | 93,542 | - | 93,542 | Deferred tax | |||||||||||
| 11,506 | (k) & (l) | 11,506 | Other liabilities | |||||||||||||
| Total liabilities | 805,163 | 919,874 | - | 919,874 | Total liabilities | |||||||||||
| Equity | ||||||||||||||||
| Partners' capital | 479,184 | 547,453 | 643 | (m) | 548,096 | Share capital | ||||||||||
| Accumulated losses | (245,822 | ) | (280,844 | ) | - | (280,844 | ) | Accumulated deficit | ||||||||
| Other capital reserves | 563 | 643 | (643 | ) | (m) | - | ||||||||||
| Other comprehensive losses / income | 564 | 644 | - | 644 | Accumulated other comprehensive loss | |||||||||||
| Non-controlling interest | 2,712 | 3,098 | - | 3,098 | Non-controlling interest | |||||||||||
| Total equity | 237,201 | 270,994 | - | 270,994 | Total equity | |||||||||||
| Total equity and liabilities | € | 1,042,364 | $ | 1,190,868 | $ | - | $ | 1,190,868 | Total liabilities & equity | |||||||
Reclassification of historical VAC:
(f) Interest-bearing loans and borrowings, classified as current liabilities and including those with related parties, were reclassified to a new line-item titled borrowings to conform with Energy Fuels presentation.
(g) Short-term lease liabilities were reclassified to current other liabilities to conform with Energy Fuels presentation.
(h) Contract liabilities were reclassified to unearned revenue to conform with Energy Fuels presentation.
(i) Current income tax liabilities were reclassified to current other liabilities to conform with Energy Fuels presentation.
(j) Provisions, classified as current liabilities, and current other financial liabilities were reclassified to current other liabilities to conform with Energy Fuels presentation.
(k) Long-term lease liabilities were reclassified to non-current other liabilities to conform with Energy Fuels presentation.
(l) Provisions, classified as non-current liabilities, and non-current other financial liabilities were reclassified to non-current other liabilities to conform with Energy Fuels presentation.
(m) Other capital reserves were reclassified to share capital to conform with Energy Fuels presentation.
| Unaudited Consolidated Statement of Operations for the Six Months Ended June 30, 2026 | ||||||||||||||||
| VAC Financial Statement Line | VAC Historical Amounts | VAC Historical Amounts |
Reclassification | VAC Historical Amounts Reclassified |
Energy Fuels Financial Statement Line | |||||||||||
| (in thousands) | EUR | USD | USD | |||||||||||||
| Revenue | € | 211,489 | $ | 246,703 | $ | - | $ | 246,703 | Revenues | |||||||
| Cost of sales | (194,704 | ) | (227,123 | ) | - | (227,123 | ) | Costs applicable to revenues | ||||||||
| Gross profit (loss) | 16,785 | 19,580 | - | 19,580 | ||||||||||||
| Distribution expenses | (9,323 | ) | (10,875 | ) | 10,875 | (a) | - | |||||||||
| Administrative expenses | (35,238 | ) | (41,105 | ) | 41,105 | (a) | - | |||||||||
| Research and development expenses | (3,459 | ) | (4,035 | ) | 4,035 | (a) | - | |||||||||
| Other income | 6,310 | 7,361 | (7,361 | ) | (b) | - | ||||||||||
| Other expense | (9,544 | ) | (11,133 | ) | 11,133 | (b) | - | |||||||||
| - | (56,015 | ) | (a) | (56,015 | ) | Selling, general and administration | ||||||||||
| Operating loss | (34,469 | ) | (40,207 | ) | 3,772 | (36,435 | ) | Total operating profit (loss) | ||||||||
| Finance income | 3,627 | 4,231 | (4,231 | ) | (c) | - | ||||||||||
| Finance expenses | (34,326 | ) | (40,041 | ) | 40,041 | (d) | - | |||||||||
| - | (40,041 | ) | (d) | (40,041 | ) | Interest expense | ||||||||||
| - | (11,133 | ) | (b) | 459 | Other income (loss) | |||||||||||
| - | 7,361 | (b) | ||||||||||||||
| 4,231 | (c) | |||||||||||||||
| Loss before tax | (65,168 | ) | (76,017 | ) | - | (76,017 | ) | Income (loss) before income taxes | ||||||||
| Income taxes | 7,744 | 9,033 | - | 9,033 | Income tax benefit (expense) | |||||||||||
| Loss after tax | (57,424 | ) | (66,984 | ) | - | (66,984 | ) | Net income (loss) | ||||||||
| Loss attributable to non-controlling interest | (5,336 | ) | (6,223 | ) | - | (6,223 | ) | Net loss attributable to non-controlling interest | ||||||||
| Loss attributable to equity holders of the parent | (52,088 | ) | (60,761 | ) | - | (60,761 | ) | Net income (loss) attributable to Energy Fuels Inc. | ||||||||
| Loss after tax | € | (57,424 | ) | $ | (66,984 | ) | $ | - | $ | (66,984 | ) | Net income (loss) | ||||
Reclassification of historical VAC:
(a) Distribution expenses, administrative expenses, and research and development expenses were reclassified to selling, general and administration to conform with Energy Fuels presentation.
(b) Other expense and other income, related to foreign exchange gains and losses on operating activity, have been reclassified to other income (loss) to conform with Energy Fuels presentation.
(c) Finance income was reclassified to other income (loss) to conform with Energy Fuels presentation.
(d) Finance expense was reclassified to a new line-item titled interest expense to conform with Energy Fuels presentation.
| Unaudited Consolidated Statement of Operations for the Twelve Months Ended December 31, 2025 | ||||||||||||||||
| VAC Financial Statement Line | VAC Historical Amounts | VAC Historical Amounts |
Reclassification | VAC Historical Amounts Reclassified |
Energy Fuels Financial Statement Line | |||||||||||
| (in thousands) | EUR | USD | USD | |||||||||||||
| Revenue | € | 325,052 | $ | 367,513 | $ | - | $ | 367,513 | Revenues | |||||||
| Cost of sales | (347,089 | ) | (392,428 | ) | - | (392,428 | ) | Costs applicable to revenues | ||||||||
| Gross profit (loss) | (22,037 | ) | (24,915 | ) | - | (24,915 | ) | |||||||||
| Distribution expenses | (17,789 | ) | (20,113 | ) | 20,113 | (a) | - | |||||||||
| Administrative expenses | (23,218 | ) | (26,251 | ) | 26,251 | (a) | - | |||||||||
| Research and development expenses | (7,158 | ) | (8,093 | ) | 8,093 | (a) | - | |||||||||
| Other income | 11,633 | 13,153 | (13,153 | ) | (b) | - | ||||||||||
| Other expense | (7,315 | ) | (8,271 | ) | 8,271 | (b) | - | |||||||||
| - | (54,457 | ) | (a) | (54,457 | ) | Selling, general and administration | ||||||||||
| Operating loss | (65,884 | ) | (74,490 | ) | (4,882 | ) | (79,372 | ) | Total Operating profit (loss) | |||||||
| Finance income | 3,009 | 3,402 | (3,402 | ) | (c) | - | ||||||||||
| Finance expenses | (58,545 | ) | (66,193 | ) | 66,193 | (d) | - | |||||||||
| - | (66,193 | ) | (d) | (66,193 | ) | Interest expense | ||||||||||
| - | (8,271 | ) | (b) | 8,284 | Other income (loss) | |||||||||||
| - | 13,153 | (b) | ||||||||||||||
| 3,402 | (c) | |||||||||||||||
| Loss before tax | (121,420 | ) | (137,281 | ) | - | (137,281 | ) | Income (loss) before income taxes | ||||||||
| Income taxes | 33,566 | 37,951 | - | 37,951 | Income tax benefit (expense) | |||||||||||
| Loss after tax | (87,854 | ) | (99,330 | ) | - | (99,330 | ) | Net income (loss) | ||||||||
| Loss attributable to non-controlling interest | (9,170 | ) | (10,368 | ) | (10,368 | ) | Net loss attributable to non-controlling interest | |||||||||
| Loss attributable to equity holders of the parent | (78,684 | ) | (88,962 | ) | (88,962 | ) | Net income (loss) attributable to Energy Fuels Inc. | |||||||||
| Loss after tax | € | (87,854 | ) | $ | (99,330 | ) | $ | - | $ | (99,330 | ) | Net income (loss) | ||||
Reclassification of historical VAC:
(a) Distribution expenses, administrative expenses, and research and development expenses were reclassified to selling, general and administration to conform with Energy Fuels presentation.
(b) Other expense and other income, related to foreign exchange gains and losses on operating activity, have been reclassified to other income (loss) to conform with Energy Fuels presentation.
(c) Finance income was reclassified to other income (loss) to conform with Energy Fuels presentation.
(d) Finance expense was reclassified to a new line-item titled interest expense to conform with Energy Fuels presentation.
6. VAC Pro Forma Adjustments and Assumptions
The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2026 are as follows, in thousands:
(D) Reflects the purchase price allocation adjustments expected to record VAC's assets and liabilities at estimated fair value based on the expected consideration conveyed.
(1) Purchase consideration – Reflects purchase consideration expected to be paid relating to the acquisition of VAC including cash to be paid on closing of $718,000 (inclusive of $300,000 directly paid to the lender to satisfy the debt at VAC and $39,000 to an escrow agent), common share consideration with a value of $747,432, preferred share consideration of $135,000, and $185,948 of VAC’s debt to be repaid upon the consummation of the Merger.
Based on the information currently available and the Company's preliminary analysis, pursuant to ASC 480-10-25, management believes that the preferred shares would not meet liability classification criteria as of the date of this filing. However, as the shares are redeemable at the option of the holder, the preferred shares meet the criteria to be classified as temporary equity. The evaluation and finalization of accounting conclusions including, but not limited to, classification of the instrument, impact to earnings per share, and analysis of any potential embedded derivatives are ongoing and subject to change.
(2) Acquired assets and liabilities – Reflects the elimination of historical balances of VAC and recording of preliminary fair value of assets and liabilities upon the Merger.
(3) Contractual recovery asset – Reflects the expected recognition of a $39,000 contractual asset within other assets (non-current) for a portion of cash held in escrow from the cash consideration of $718,000, which is expected to be recoverable by Energy Fuels in an amount equal to escrow in a period after the close of the Merger.
(4) Goodwill - Reflects recording of the preliminary estimate of goodwill.
(5) Historical loans of VAC - Reflects the elimination of historical balance of outstanding loans and borrowings and accrued interest of VAC to be repaid upon consummation of the Merger, including an increase to accumulated for unamortized deferred issuance costs written off and a decrease to accumulated deficit for embedded derivative liabilities written off from other liabilities (non-current).
(6) Historical equity balances of VAC - Reflects the elimination of historical equity accounts of VAC, including elimination of NCI impacts, given Energy Fuels will acquire 100% interest in VAC and no minority equity interests are expected to remain upon consummation of the Merger.
(7) Deferred tax - Reflects expected deferred tax adjustments upon deal close. The net increase in deferred tax liabilities ("DTL") of $44,956 reflects a step-up in book basis of inventories, property, plant and equipment, and intellectual property and intangible assets in connection with the preliminary purchase price allocation, based on a blended German and US statutory tax rate of 29.36%. Such increase in DTL is offset by an increase in goodwill, from the increase in liabilities assumed. Additionally, Deferred tax assets ("DTA") related to Net-Operating Losses ("NOLs") of $13,873 will be written off in connection with the transaction, given that the German tax loss carry forwards are not expected to survive the transaction. Preliminary deferred taxes have been estimated based on the above assumptions. These assumptions could change depending on pre- and post-acquisition activities, geographical mix of income, changes in tax law, as well as the final determination of the fair value of the identifiable assets and liabilities and the associated impact of potential push-down accounting elections.
(E) Reflects expected financing actions related to the Merger.
(1) Reflects the expected issuance of the proposed Senior Secured Term Loan Facility to refund the repayment of VAC debt to be repaid upon consummation of the Merger. Energy Fuels will draw on the Senior Secured Term Loan Facility, with cash proceeds of $250,000, an increase in short-term debt of $25,000 and long-term debt of $225,000. The carrying value of the debt is presented net of deferred issuance costs, with a reduction in cash of $3,750 for issuance costs expected to be paid on close, a reduction to other assets of $3,750 for issuance costs already paid, and a reduction to current and non-current borrowings of $2,790 and $4,710, respectively, for the portion of issuance costs being amortized within one year and thereafter.
(2) Reflects the expected sale of marketable securities of $718,000 to fund the cash purchase price for the VAC transaction.
(F) Reflects expected recognition of a secured borrowing arrangement for an accounts receivable factoring arrangement that is believed to not meet the true sale criteria. Under U.S. GAAP the factoring arrangement is treated as a secured borrowing. The existing factoring holdback receivables are derecognized as of June 30, 2026, and the factored accounts receivables have been re-recognized on the balance sheet at their book value of $38,251. The corresponding continuing involvement liability of $647 is removed, and short-term borrowings are increased by $38,898 for the cash received from the factor for unsettled accounts receivable.
(G) Reflects expected IFRS to GAAP differences in lease accounting. VAC accounts for all leases as finance leases under IFRS. Under U.S. GAAP, leases are evaluated as finance or operating leases under ASC 842. Lease agreements were reclassified between finance and operating leases on a lease-by-lease basis, in order to conform to proper lease presentation under U.S. GAAP.
(1) Adjustments of $3,643 to increase operating lease right of use assets and $2,408 to decrease finance lease right of use assets have been recorded for the right of use asset reclassification, for a net increase in property, plant and equipment of $1,235.
(2) Adjustments of $1,905 and $1,740 were recorded to increase current operating lease liabilities and noncurrent operating lease liabilities, respectively, with adjustments of $2,274 and $1,371 to decrease the short-term finance lease liabilities and long-term finance lease liabilities, respectively. This resulted in a net decrease in short term other liabilities of $369 and a net increase in long term other liabilities of $369.
(3) As a result of the remeasurement and reclassifications, accumulated deficit decreased by $1,112 and noncontrolling interests increased by $18, with an accompanying decrease in deferred tax assets of $105.
(H) Reflects expected expenditures related to capitalized research and development assets, which do not meet the alternative future use criterion and should be expensed as incurred under U.S. GAAP. Adjustments of $67,637 recognized as a decrease to intellectual property and intangible assets, with offsetting increases to the accumulated deficit of $48,067, decreases to deferred tax liabilities of $15,744, and decreases to noncontrolling interests of $3,826 have been recorded related to amounts that were capitalized in the VAC Historical Balance Sheet in the period ended June 30, 2026. These adjustments relate to amounts capitalized in the current and prior periods.
(I) Reflects the expected removal of impairment loss reversal by VAC, which is allowed for under IFRS but prohibited under U.S. GAAP. The impairment reversal recorded in the 2024 fiscal year has been eliminated, and the related amortization expense that was derecognized upon reversal was reinstated. Adjustments were made to reduce intellectual property and intangible assets by $474, with offsetting increases to the accumulated deficit of $301, a decrease to deferred tax liabilities of $139, and a decrease to non-controlling interests of $34.
(J) Reflects expected IFRS to GAAP differences for VAC loans relating to features that were recorded as bifurcated embedded derivatives under IFRS 9 that were not required to be bifurcated under ASC Topic 815 Derivatives and Hedging (“ASC 815”). As the embedded features not requiring bifurcation under US GAAP were in an asset position, adjustments were made as of June 30, 2026, to reduce other assets (non-current) by $12,079, borrowings (non-current) by $17,345, and deferred tax assets by $1,379, along with increase other liabilities (non-current) by $569. As a result of the adjustments, accumulated deficit increased by $3,004 and noncontrolling interests increased by $314.
(K) Reflects nonrecurring expense related to estimated transaction costs in the amount of $31,000, which are primarily comprised of investment banking fees, legal fees, and other related advisory costs.
(L) Reflects the expected repayment at closing of $300,000 of debt outstanding at VAC’s U.S. entity through a direct payment to the lender from the $718,000 million cash consideration, see adjustment (D). The adjustment reflects a $300,000 million reduction in cash and long-term debt. The repayment would also result in the write-off of $12,594 of unamortized debt issuance costs and a $44 embedded derivative asset, with corresponding increases in long-term debt and accumulated deficit and a reduction in other assets.
The adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 and twelve months ended December 31, 2025 are as follows:
(EE) Reflects the expected derecognition of an impairment loss reversal by VAC. VAC reversed an impairment loss in the 2024 fiscal year related to trademark and patents under the IFRS framework, following indicators of recovery where the recoverable amount significantly exceeded the carrying amount. Under U.S. GAAP, the reversal of previously recognized impairment losses for long-lived assets is prohibited. Such impairment reversal has been removed, and the related amortization expense that was recorded upon reversal was reinstated.
(1) For the six months ended June 30, 2026, adjustments of $19 were made to decrease costs applicable to revenues, along with adjustments to decrease income tax benefit (expense) by $6. Of the total increase to net income of $13, $1 was attributed to noncontrolling interests.
(2) For the twelve months ended December 31, 2025, adjustments of $75 were made to decrease costs applicable to revenues, along with adjustments to decrease income tax benefit (expense) by $11. Of the total increase to net income of $64, $6 was attributed to noncontrolling interests.
(FF) Reflects expected additional depreciation for increases in fair value of property, plant, and equipment, along with intellectual property and intangible assets, expected to be recognized upon deal close. As a result of the fair value step up in property, plant, and equipment, net, along with intellectual property and intangible assets additional depreciation expense of $9,137 was recognized for the six months ended June 30, 2026 ($33,207 for the twelve months ended December 31, 2025), along with added tax benefits of $2,682 ($11,418 for the twelve months ended December 31 2025).
(GG) Reflects nonrecurring expense for the twelve months ended December 31, 2025 to increase costs applicable to revenues for an amount equal to the expected increase in fair value of inventory on acquisition close, given such amount inventory is expected to turnover in less than one year.
(HH) Reflects accounting policy differences in expense classification between VAC and Energy Fuels. VAC classifies certain indirect labor costs, utilities, and maintenance expenses for its U.S. entity within costs applicable to revenues. Such amounts were removed from costs applicable to revenues and reclassified into administrative expenses and other expenses to align with Energy Fuels accounting policy.
(II) Reflects expected expenditures related to capitalized research and development assets, which do not meet the alternative future use criterion under U.S. GAAP and should be expensed as incurred.
(1) For the six months ended June 30, 2026, to recognize expense for assets capitalized in the current year and remove amortization expense of amounts previously capitalized development and processing expenses were reduced by $825, with a corresponding increase in income tax expense of $241. Of the increase to net income of $584; $59 was attributed to noncontrolling interests.
(2) For the twelve months ended December 31, 2025, to recognize expense for assets capitalized in the current year and remove amortization expense of amounts previously capitalized, development and processing expenses were reduced by $3,250, with a corresponding increase in income tax expense of $1,004. Of the increase to net income of $2,246; $227 was attributed to noncontrolling interests.
(JJ) Reflects expected IFRS to GAAP differences for lease accounting. VAC accounts for all leases as finance leases under IFRS. Under U.S. GAAP, leases are evaluated as finance or operating leases under ASC 842. Lease agreements were reclassified between finance and operating leases on a lease-by-lease basis, in order to conform to proper lease presentation under U.S. GAAP.
(1) For the six months ended June 30, 2026, adjustments of $88 and $277 were recorded to decrease finance expenses and administrative expenses, respectively, for the reclassification of leases. An adjustment of $107 to increase income tax expense was recorded to account for the tax impact of the decreased finance and administrative expenses. Of the total increase to net income of $258, $19 was attributed to noncontrolling interests.
(2) For the twelve months ended December 31, 2025, adjustments of $196 and $237 were recorded to decrease finance expenses and administrative expenses, respectively, for the reclassification of leases. An adjustment of $127 to increase income tax expense was recorded to account for the tax impact of the decreased finance and administrative expenses. Of the total increase to net income of $306, $34 was attributed to noncontrolling interests.
(KK) Reflects the expected reclassification of expense from selling, general, and administration to interest expense for a factoring arrangement accounted as a secured borrowing under GAAP of $106 for the six months ended June 30, 2026 ($194 for the twelve months ended December 31, 2025).
(LL) Reflects nonrecurring expense related to estimated transaction costs in the amount of $31,000, which are primarily comprised of investment banking fees, legal fees, and other related advisory costs.
(MM) Reflects IFRS to GAAP differences on VAC loans for features that recorded as embedded derivatives under IFRS 9, which were not required to be bifurcated under ASC 815. From elimination of mark-to-mark adjustments for embedded derivatives identified for IFRS purposes but not GAAP, interest expenses and income tax benefits for the six months ended June 30, 2026, decreased by $5,390 and $1,585, respectively. Of the increase to net income of $3,805, $413 is attributable to noncontrolling interests. From the elimination of mark-to-mark adjustments for embedded derivatives identified for IFRS purposes but not GAAP, interest expenses and income tax benefits for the twelve months ended December 31, 2025, decreased by $6,552 and $2,429, respectively. Of the increase to net income of $4,123, $508 is attributable to noncontrolling interests.
(NN) As a result of change in control provisions on debt held by European components of VAC, short term debt is expected to be reduced by $21,550 and long-term debt is expected to be reduced by $164,398. To fund the debt repayment, Energy Fuels is expected to draw on new debt of $250,000.
(1) As a result of the debt repaid, interest expense is expected to decrease by $9,770 for the six months ended June 30, 2026 ($19,984 for the twelve months ended December 31, 2025).
(2) As result of the debt drawn, interest expense is expected to increase by $10,284 for the six months ended June 30, 2026 ($23,536 for the twelve months ended December 31, 2025).
For the debt drawn, a sensitivity analysis has been performed to consider the effect that a change of 0.125% to the interest rate would have on interest expense. A 0.125% increase or decrease in interest rates would result in a change in interest expense of approximately $139 for the six months ended June 30, 2026 and $301 for the year ended December 31, 2025.
(OO) As a result of the expected cash repayment of $300,000 of debt outstanding at VAC's U.S. entity through a direct cash payment to the lender from the $718,000 cash consideration, long-term debt is expected to decrease by $300,000. As a result of the debt repaid, interest expense is expected to decrease by $9,903 for the six months ended June 30, 2026 ($15,647 for the twelve months ended December 31, 2025).
(PP) VAC - Eliminate Income/Loss Attributed to NCI. Given Energy Fuels is acquiring 100% of VAC, no income or loss would have been attributed to other equity interest holders. As such, an adjustment is made to remove the income or loss attributed to NCI holders.
7. Preliminary Purchase Price Consideration and Preliminary Allocation - VAC
Pursuant to the Merger Agreement, Energy Fuels will acquire 100% of Vacuumschmelze GmbH & Co. KG, Ara VAC TopCo US LLC, and their respective consolidated subsidiaries (collectively, "VAC") from Ara Partners a total cash-and-stock consideration of approximately $1,786.4 million based on Energy Fuels' closing share price of $11.35 as of September 25, 2026. The aggregate purchase price to be paid by Energy Fuels will consist of: (i) the Merger Cash Consideration of $718.0 million in cash; (ii) the Merger Share Consideration of 65,853,000 common shares of Energy Fuels (provided that the maximum number of common shares that will be issued shall not exceed the maximum number of common shares that may be issued without obtaining the approval of Parent’s shareholders under applicable Canadian Securities Laws; and (iii) the Merger Preferred Share Consideration of Energy Fuels preferred shares, if any. The total consideration is also inclusive of repayment of existing VAC debt subject to a change in control provision where $186.0 million in VAC debt is to be repaid by Energy Fuels upon the change in control. As part of Energy Fuels’ identification of the accounting impacts of the Merger, which is in process as of the date of this filing, Energy Fuels has evaluated the potential recognition of a contingent asset associated with the Merger agreement. Such contingent asset is dependent upon the resolution of uncertain future outcomes related to conditions that currently exist at VAC. For the purposes of the pro forma financial information, no contingent asset has been recognized based upon the information currently known. If a contingent asset is recognized, consideration transferred for the Merger could change materially. Based on information currently known, total estimated purchase consideration amounts to $1,786.4 million, calculated as follows:
| (in thousands, except exchange ratio, exchange rate and share price) | |||
| Estimated Energy Fuels common shares to be issued (not subject to value protection) | 44,353 | ||
| Estimated Energy Fuels common shares to be issued (subject to value protection) | 21,500 | ||
| Total estimated Energy Fuels common shares to be issued | 65,853 | ||
| Energy Fuels' common share price as of September 25, 2026 | $ 11.35 | ||
| Total estimated merger share consideration | $ | 747,432 | |
| Estimated merger preferred share consideration | $ | 135,000 | |
| Estimated merger cash consideration (1) | $ | 718,000 | |
| Estimated debt to be repaid upon change in control consideration | $ | 185,948 | |
| Total Merger Consideration | $ | 1,786,380 |
(1) Estimated merger cash consideration is expected to be paid as follows: $379,000 to Ara Partners, $300,000 through a direct payment to the lender of VAC’s U.S. entity, and $39,000 to an escrow agent.
A sensitivity analysis related to the fluctuation in Energy Fuels’ common stock price was performed to assess the impact of a hypothetical change of 20% on Energy Fuels’ share closing price on the Merger Share Consideration as of September 25, 2026. Energy Fuels believes that a 20% fluctuation in the market price of its common stock is reasonably possible based on historical volatility. The following table shows the effect of changes in Energy Fuels’ share price and the resulting impact on the estimated Merger Share Consideration, in thousands except share price. The effects of such changes in share price would impact the value assigned to goodwill.
| Change in Share Price |
Share Price |
Merger Consideration | ||||
| As presented | $ | 11.35 | $ | 1,786,380 | ||
| Increase of 20% | $ | 13.62 | $ | 1,935,866 | ||
| Decrease of 20% | $ | 9.08 | $ | 1,636,893 |
Preliminary Purchase Price Allocation
The determination of the fair value of the identifiable assets of VAC and the allocation of the estimated Merger consideration to these identifiable assets and liabilities is preliminary and is pending finalization of various estimates, inputs and analyses. The final purchase price allocation will be determined when Energy Fuels has completed the detailed valuations and necessary calculations. The final purchase price allocation may be materially different than that reflected in the preliminary estimated Merger consideration allocation presented herein. Any increase or decrease in fair values of the net assets as compared with the pro forma financial statements may change the allocation of total purchase price allocation to goodwill and other assets and liabilities and may impact the unaudited pro forma condensed combined statements of operations due to adjustments in the depreciation and amortization of the adjusted assets. The following table sets forth a preliminary allocation of the Merger consideration to the preliminary fair value of the identifiable tangible and intangible assets to be acquired and liabilities to be assumed of VAC, using VAC's balance sheet as of June 30, 2026 and adjusted for reclassifications and presentational alignment to that of Energy Fuels' historical financial information described in Note 6 above:
| (in thousands) | As of June 30, 2026 | ||
| Assets | |||
| Cash and cash equivalents | $ | 49,888 | |
| Restricted cash | 436 | ||
| Trade and other receivables | 128,552 | ||
| Inventories | 121,908 | ||
| Prepaid expenses and other current assets | 1,252 | ||
| Property, plant and equipment | 650,063 | ||
| Intellectual property and intangible assets | 325,959 | ||
| Deferred tax assets | 731 | ||
| Other assets | 48,002 | ||
| Total assets, excluding goodwill | 1,326,791 | ||
| Accounts payable and accrued liabilities | 74,894 | ||
| Borrowings (current) | 73,084 | ||
| Deferred revenue | 26,097 | ||
| Employee benefit obligations (current) | 16,502 | ||
| Other liabilities (current) | 8,431 | ||
| Borrowings (non-current) | 11,226 | ||
| Deferred tax liabilities | 122,615 | ||
| Uncertain tax position | 15,292 | ||
| Employee benefit obligations (non-current) | 140,102 | ||
| Other liabilities (non-current) | 5,157 | ||
| Net assets acquired | 833,391 | ||
| Goodwill | 952,989 | ||
| Fair value of consideration | $ | 1,786,380 | |
Goodwill represents the excess of the preliminary estimated Merger consideration over the estimated fair value of the underlying net assets acquired. Goodwill will not be amortized but instead will be reviewed for impairment annually, or more frequently if facts and circumstances warrant a review. Goodwill recognized in the merger is not expected to be deductible for tax purposes.
The estimated fair value, in thousands, and useful life of identifiable intangible assets are as follows:
| Asset type | Fair value | Useful Life | |||
| Customer Relationships | $ | 92,688 | 20 years | ||
| Trademarks / Trade Names | $ | 60,853 | 10 years | ||
| Developed Technology | $ | 172,418 | 15 years | ||
| Total | $ | 325,959 |
8. Earnings per Share Information
The pro forma weighted average shares calculations have been performed for the six months ended June 30, 2026, and the year ended December 31, 2025, using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combinations, assuming the transactions occurred on January 1, 2025, the beginning of the earliest period presented. As the Business Combinations are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average share outstanding for both basic and diluted earnings per share assumes that the shares issuable relating to the Business Combinations have been outstanding for the entire period presented.
The pro forma stockholders' equity information reflects the Business Combinations and related transactions as if they had occurred on June 30, 2026.
This information is only a summary and should be read together with the historical financial information included in this current report, and the historical financial statements of Energy Fuels and related notes, historical financial statements of ASM and related notes, and historical financial statements of VAC and related notes that are included in this current report. The unaudited pro forma combined per share information of Energy Fuels, ASM and VAC is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included in this current report.
The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had Energy Fuels, ASM and VAC been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Energy Fuels, ASM and VAC would have been had Energy Fuels, ASM and VAC been combined during the periods presented.
The Merger Preferred Share Consideration is redeemable solely for cash and is not convertible into common shares. Accordingly, the Merger Preferred Share Consideration was not considered potential common shares in the calculation of pro forma diluted weighted average shares outstanding and had no dilutive or anti-dilutive effect on pro forma diluted earnings per share for the six months ended June 30, 2026, and the year ended December 31, 2025.
Pro forma net income per share-basic and diluted
(in USD thousands, except per share amounts)
| For the Six Months Ended | For the Year Ended | ||||||
| June 30, 2026 | December 31, 2025 | ||||||
| Numerator | |||||||
| Pro forma net loss attributed to Energy Fuels | $ | (118,753 | ) | $ | (255,538 | ) | |
| Dividends on preferred shares (1) | (8,381 | ) | (16,384 | ) | |||
| Net earnings allocated to common stock | (127,134 | ) | (271,922 | ) | |||
| Denominator | |||||||
| Pro forma weighted average shares of common stock outstanding - basic (2) | 326,122 | 305,386 | |||||
| Pro forma basic earnings per share | $ | (0.39 | ) | $ | (0.89 | ) | |
| Pro forma weighted average shares of common stock outstanding - diluted (2) | 326,122 | 305,386 | |||||
| Pro forma diluted earnings per share | $ | (0.39 | ) | $ | (0.89 | ) |
(1) Represents the pro forma dividends attributable to the holders of the Merger Preferred Share Consideration, assuming such preferred shares had been issued and outstanding for the entire periods presented. Accordingly, dividends are deducted from pro forma earnings attributable to Energy Fuels Common Shareholders.
(2) Pro forma weighted average shares of common stock outstanding - basic/diluted.
| For the Six Months Ended | For the Year Ended | |||||
| June 30, 2026 | December 31, 2025 | |||||
| Historical Energy Fuels weighted average shares of common stock outstanding - basic and diluted (a) | 245,460 | 224,724 | ||||
| Additional shares issued in connection to ASM consideration (b) | 14,809 | 14,809 | ||||
| Additional shares issued in connection to VAC consideration (b) | 65,853 | 65,853 | ||||
| Pro forma weighted average shares of common stock outstanding - basic and diluted | 326,122 | 305,386 |
(a) The historical weighted average shares of common stock outstanding - basic and diluted for the six months ended June 30, 2026 and the year ended December 31, 2025 are based on the amounts reported in Energy Fuels' Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, Note 11, and Annual Report on Form 10-K for the year ended December 31, 2025, Note 12, respectively.
(b) The issuance of additional shares in connection with the Business Combinations, assuming the transactions occurred on January 1, 2025, the beginning of the earliest period presented.