v3.26.3
TRANSACTION
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
TRANSACTION TRANSACTION
Acquisition of Australian Strategic Materials Limited
On August 28, 2026, EFR Critical Materials Pty Ltd (“EFCM”), a wholly owned subsidiary of the Company, completed the acquisition of all of the fully paid ordinary shares of ASM pursuant to the Scheme Implementation Deed (the “Deed”) and 100% of ASM’s quoted options by way of a separate but concurrent creditors’ scheme of arrangement (“Option Scheme”, together the “Schemes”), and obtained control (the “ASM Acquisition”).
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 unrestricted common shares with no other rights or registration for each ASM share held on the Scheme Record Date (being 5 pm Sydney, Australia time on August 21, 2026) (the “Share Consideration”), and (ii) AUD 0.13 in cash. The total Scheme Consideration was approximately $248.49 million, including total Share Consideration issued by Energy Fuels of $217.24 million based on the closing price of the Company’s common shares as of August 28, 2026 and total cash consideration to ASM shareholders of approximately $26.10 million. In addition, ASM option holders received AUD 0.50 per ASM option under a separate, but concurrent, scheme of arrangement, resulting in total cash consideration to ASM option holders of approximately $5.15 million. Holders of ordinary shares of ASM that reside in certain jurisdictions will receive the net proceeds from the sale made by a nominee of the Company’s common shares in lieu of the Share Consideration.
The ASM Acquisition has been accounted for using the acquisition method of accounting, with the Company identified as the acquiror of ASM, in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The Company retained an independent appraiser to assist in determining the fair value of assets acquired and liabilities assumed. As of September 30, 2026, the Company had not yet fully completed the analysis due to the finalization of certain valuations necessary to assign acquisition date fair values to all assets acquired and liabilities assumed as the Company is finalizing valuation reports and tax basis at this time; therefore, the purchase price allocation summary is preliminary. The remaining items to be finalized include: inventories; mineral properties; property, plant and equipment; intangible assets; goodwill; deferred tax liabilities and other liabilities. Accordingly, the purchase price allocation is preliminary and may be adjusted during
the measurement period as the Company finalizes the acquisition date fair values and related tax effects. The measurement period will not exceed one year from the acquisition date.
The following table summarizes the acquisition-date fair value of the consideration transferred:
ConsiderationShares
Per Share(1)
Purchase Consideration
Common Shares exchanged for ASM ownership interest14,808,572 $14.67 $217,242 
Cash consideration paid to ASM shareholders26,100 
Cash consideration paid to ASM option holders5,151 
Fair value of consideration transferred$248,493 
(1)    Close share price on the NYSE American on August 28, 2026.
The ASM Acquisition furthers the Company’s participation in the rare earth value chain from mining, processing and separation into rare earth metals and alloys production. ASM operates a metallization and alloying facility in South Korea, the KMP. The Company expects the KMP’s metallization and alloying capabilities to complement the Company’s rare earth mining, processing and separation operations and support the development of a more down-stream integrated rare earth supply chain to serve key end markets, including automotive, robotics, energy and defense applications. ASM’s Dubbo Project also provides another development-stage rare earth and critical minerals project for the Company.
The following table summarizes the preliminary purchase price allocation for the ASM Acquisition:
August 28, 2026
Assets
Cash and cash equivalents$29,467 
Trade and other receivables(1)
2,222 
Inventories(2)
10,129 
Prepaid expenses and other current assets1,397 
Total current assets43,215 
Mineral properties(3)
35,620 
Property, plant and equipment, net(4)
58,198 
Intangible assets(5)
72,689 
Goodwill56,026 
Other assets1,021 
Total assets266,769 
Liabilities
Accounts payable and accrued liabilities(2,541)
Deferred revenue(2,985)
Debt(2,168)
Other liabilities (59)
Total current liabilities(7,753)
Asset retirement obligations(973)
Deferred tax(7,935)
Other liabilities(815)
Total liabilities(17,476)
Less: Non-controlling interest(6)
(800)
Net assets acquired$248,493 
(1)    Reflected at fair value and presented gross.
(2)    The fair value of finished goods inventories were estimated based on selling prices, less costs to complete and sell the inventory and a reasonable profit allowance for the remaining manufacturing and selling activities.
(3)    The fair value of mineral properties was estimated using a market approach based on resource multiples derived from comparable transactions involving mining companies and projects, adjusted for differences in development stage, resource characteristics and other project-specific factors.
(4)    The fair value of property, plant and equipment was estimated using cost and market approaches.
(5)    Intangible assets consist of $38.85 million of patents and $33.84 million of customer relationships, each of which were valued using methods under the income approach. The fair value of patents was estimated using the relief-from-royalty method, adjusted for obsolescence. The fair value of customer relationships was estimated using the multi-period excess earnings method, adjusted for customer retention.
(6)    Non-controlling interest represents the non-controlling shareholders’ proportionate interest in the underlying net assets.
The acquired intangible assets consist of patents and customer relationships. See Note 9 — Goodwill and Intangible Assets for more information.
Goodwill represents the expected complementary synergies from combining ASM’s rare earth metallization and alloying capabilities with the Company’s existing rare earth mining, processing and separation operations. None of the goodwill recognized is expected to be deductible for income tax purposes. All goodwill recognized was assigned to the REE reportable segment. See Note 20 — Reportable Segments for additional information.
From August 28, 2026 through September 30, 2026, ASM contributed revenues of approximately $0.44 million and net loss attributable to Energy Fuels Inc. of approximately $3.89 million, which are included in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
The following unaudited pro forma financial information presents the combined results of operations of the Company and ASM as if the ASM Acquisition had occurred on January 1, 2025.
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Revenues$29,549 $29,589 $96,122 $53,362 
Net loss attributable to Energy Fuels Inc.(1)
(51,867)(22,525)(111,230)(79,444)
(1)    Amounts include Transaction and integration related costs were approximately $6.57 million and $10.37 million for the three and nine months ended September 30, 2026, respectively.