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TRANSACTIONS | 3 Months Ended
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Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Transactions | TRANSACTIONS Acquisition of Base Resources On October 2, 2024, EFR Australia Pty Ltd (“EFR”), a wholly owned subsidiary of the Company, completed the acquisition of all of the fully paid ordinary shares (the “Transaction”) of Base Resources pursuant to the Scheme Implementation Deed (the “Deed”). Under the Deed, at closing, each holder of ordinary shares of Base Resources received consideration of (i) 0.0260 Company common shares for each Base Resources share held on the Scheme Record Date (being 5 pm Perth, Australia time on Wednesday, September 18, 2024) (the “Share Consideration”), and (ii) AUS$0.065 in cash, paid by way of a special dividend by Base Resources to its shareholders. The total Share Consideration issued by Energy Fuels was $178.44 million and the total special dividend value was approximately $55.08 million. Holders of ordinary shares of Base Resources that reside in certain jurisdictions received the net proceeds from the sale of the Company’s common shares by a nominee in lieu of the Share Consideration. The following table summarizes the acquisition date fair value of the consideration transferred:
Share Consideration | Shares | Per Share | Purchase Consideration
Energy Fuels Inc. common shares exchanged for Base Resources Limited ownership interest | 31,920,983 | $5.59 | $ | 178,438 |
Total consideration paid |  |  | $ | 178,438 |
Base Resources, now a wholly owned subsidiary of the Company, owns the Toliara HMS and monazite project in Madagascar (the “Toliara Project”). In addition to its stand-alone ilmenite and rutile (titanium) and zircon (zirconium) production capability, the Company believes the Toliara Project also contains large quantities of monazite, which is a rich source of the ‘magnetic’ REEs used in electric vehicles (“EVs”), hybrid EVs, and a variety of clean energy, defense and advanced technologies, which, upon development, are expected to be shipped to the Mill for the recovery of REEs and the contained uranium. The Toliara Project was suspended by the Government of Madagascar in November 2019 pending negotiation of fiscal terms applying to the Toliara Project. The Government of Madagascar lifted the suspension on November 28, 2024, and on December 5, 2024, the Company entered into a Memorandum of Understanding (the “MOU”) with the Government of Madagascar setting forth certain key terms applicable to the Toliara Project. The Company is working with the Government of Madagascar to formalize fiscal and other terms applicable to the Toliara Project through an investment agreement, amendments to existing laws and other mechanisms as appropriate. See Note 15 – Commitments and Contingencies for more information. Base Resources also owns the Kwale HMS Project in Kenya, which completed its mine life in December 2024 and has reclamation activities ongoing. In January 2018, Base Resources completed the acquisition of the Toliara Project in Madagascar with payment of $75.00 million in up-front consideration for an initial 85% interest. In January 2020, in accordance with the terms of the share sale agreement with seller World Titane Holdings Limited, Base Resources acquired the remaining minority interest in the Toliara Project. A further $17.00 million (deferred consideration) was payable on the achievement of key milestones, of which $0.17 million was paid prior to the Transaction closing. A change of control occurred as a result of the Transaction and Base Resources accelerated and paid the remaining $16.83 million of deferred consideration on October 16, 2024. The Company retained an independent appraiser to determine the fair value of assets acquired and liabilities assumed. The Transaction has been accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. As of March 31, 2025, the Company had not yet fully completed the analysis to assign fair values to all assets acquired and liabilities assumed; therefore, the purchase price allocation for Base Resources is preliminary. As of March 31, 2025, remaining items to finalize the fair value include: deferred tax assets; mineral properties; property, plant and equipment; and other provisions. The purchase price allocation will be subject to further refinements that may result in adjustments to the fair value of assets acquired and liabilities assumed based on the available information at acquisition date. These refinements may result in changes to the estimated fair value of assets acquired and liabilities assumed. The purchase price allocation adjustments can be made throughout the end of the Company’s measurement period, which is not to exceed one year from the acquisition date. The following table summarizes the purchase price allocation for the Transaction:
| October 2, 2024
Assets |
Cash and cash equivalents | $ | 26,479 |
Trade and other receivables | 19,429 |
Inventories(1) | 36,100 |
Prepaid expenses and other current assets | 6,097 |
Total current assets | 88,105 |
Mineral properties(2) | 154,074 |
Property, plant and equipment, net(3) | 12,000 |
Restricted cash | 527 |
Other assets(6) | 1,182 |
Total assets | 255,888 |
Liabilities |
Accounts payable and accrued liabilities(5) | 25,270 |
Asset retirement obligations(4) | 25,700 |
Contingent consideration | 16,830 |
Other liabilities | 490 |
Total current liabilities | 68,290 |
Asset retirement obligations(4) | 8,468 |
Other liabilities | 692 |
Total liabilities | 77,450 |
Net assets acquired | $ | 178,438 |
(1) The fair value of stockpile inventories is based on the lower of cost or net realizable value, reduced by a profit allowance. (2) The fair value of mineral properties is based on applying the income approach plus residual value in accordance with ASC 930. (3) The fair value of property, plant and equipment is based on applying the cost valuation method. (4) The fair value of asset retirement obligation is based on applying the income approach. (5) The fair value of the redundancy provision included within accrued liabilities is based on applying the income approach. (6) The Company acquired net deferred tax assets of $39.50 million. The Company maintained a full valuation allowance against the net deferred tax assets acquired from Base Resources and intends to continue maintaining a full valuation allowance on its net deferred tax assets until there is sufficient evidence to support the reversal of all or a portion of the allowance. Joint Venture with Astron on the Donald Project On June 3, 2024, the Company executed binding agreements (collectively, the “JV Agreements”) with Astron Corporation Limited (“Astron”) for the creation of a joint venture (the “Donald Project JV”) to jointly develop and operate the Donald Rare Earth and Mineral Sands Project in Australia (the “Donald Project”). The Donald Project is a well-known HMS and REE deposit that the Company believes could provide it with another near-term, low-cost, and large-scale source of monazite sand that would be transported to the Mill for the recovery of separated REE products. The Donald Project has most licenses and permits in place (or at an advanced stage of completion). The JV Agreement provides Energy Fuels the right to invest up to AUS$183.00 million (approximately $114.50 million at March 31, 2025 exchange rates) to earn up to a 49% interest in the Donald Project JV, of which approximately $18.59 million has been invested through March 31, 2025 in preparation for a final investment decision (“FID”). If a positive FID is made, the remainder will be invested to develop the Donald Project and to earn into the full 49% interest in the Donald Project JV, and the Company will issue Energy Fuels common shares (“Common Shares”) to Astron having a value of up to $17.50 million, of which $3.50 million of Common Shares were issued on September 24, 2024 upon the satisfaction of certain conditions precedent (the “Completion Issuance”) and the remainder would be issued upon such positive FID. On September 25, 2024, the Donald Project JV was established and the Company earned an initial 3.21% interest in the Donald Project in exchange for the Completion Issuance and for funds invested in the Donald Project as of that date. As of March 31, 2025, the Company owned a 6.58% interest for funds invested in the Donald Project. Astron, through its subsidiary Dickson & Johnson Pty Ltd, holds the remaining 93.42% interest. The Company evaluated whether the Donald Project JV is a variable interest entity (“VIE”). Variable interests can be contractual, ownership or other pecuniary interests in an entity that change with changes in the fair value of the VIE’s assets. Based on its qualitative and quantitative contractual rights under the JV Agreements, Energy Fuels has a variable interest in the Donald Project JV. Additionally, the Company has determined that it does not have a controlling financial interest in the Donald Project JV because it does not have: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses that could potentially be significant to the VIE or the right to receive benefits that could potentially be significant to the VIE as its ownership is less than 10% of the Donald Project JV. As of June 3, 2024, the Company had elected to account for the Donald Project JV as an investment without a readily determinable fair value at cost less impairment, and this investment is included in Investments on its unaudited Condensed Consolidated Balance Sheet. Upon Completion Issuance, the Company elected to account for the Donald Project JV as an equity method investment because the Company earned an initial 3.21% interest in the Donald Project and it exercises significant influence, but not control, over the entity. This investment is included in Investments on the Company's unaudited Condensed Consolidated Balance Sheet. The Company’s maximum exposure to loss on the Donald Project JV was $18.59 million as of March 31, 2025. Changes in the design or nature of the activities of the Donald Project JV, or the Company’s involvement with the Donald Project JV, may require the Company to reconsider its conclusions on the entity’s status as a VIE and/or whether the Company is not the primary beneficiary. Acquisition of RadTran On August 16, 2024, the Company acquired RadTran, LLC (“RadTran”), a private company specializing in the separation of critical radioisotopes, to further the Company’s plans for development and production of medical isotopes used in cancer treatments. RadTran’s expertise includes separation of radium-226 (“Ra-226”) and radium-228 (“Ra-228”) from uranium and thorium process streams. This acquisition is expected to significantly enhance Energy Fuels’ planned capabilities to address the global shortage of these essential isotopes used in emerging TAT for cancer treatment. Under the Acquisition, the purchase price paid by Energy Fuels to the owners of RadTran consisted of: (i) on closing, $1.50 million in cash, $1.50 million in Common Shares and the grant of a 2% royalty on future revenues from the sale of produced radium, as well as certain other contractual commitments; and up to an additional $14.00 million total in cash and Common Shares based on the satisfaction of a number of performance-based milestones, including (i) $1.00 million in cash and $1.00 million in Common Shares upon achieving initial production; (ii) $1.00 million in cash and $1.00 million in Common Shares upon securing suitable offtake agreements to justify commercial production; and (iii) $10.00 million in cash upon reaching commercial production. As of March 31, 2025, the Company believes it is probable it will achieve the milestone related to achieving initial production. In accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), the Company has accounted for the acquisition of RadTran as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in a group of similar identifiable assets. The purchase consideration includes cash paid at closing, common shares issued at closing, the fair value contingent consideration related to achieving initial production (see Note 16 – Fair Value), plus transaction costs, which was allocated to the acquired intellectual property. The contingent consideration is classified as a liability at its estimated fair value at each reporting period with subsequent revaluations recognized as an adjustment to the Intellectual property and Contingent consideration on the unaudited condensed combined Balance Sheet with a cumulative amortization adjustment. The total purchase consideration as of August 16, 2024 was $4.83 million calculated as follows:
Cash | $ | 1,500 |
Issuance of Common Shares | 1,500 |
Fair value of contingent consideration | 1,690 |
Direct transaction costs | 139 |
Total purchase consideration | $ | 4,829 |
Intellectual property is amortized on a straight-line basis over a weighted average life of 13.5 years and has a remaining weighted average life of 12.9 years. The following is a summary of intellectual property, net:
Intellectual property, as of December 31, 2024 | $ | 4,767 |
Revision in estimate of fair value of contingent consideration | (39) |
Amortization of intellectual property | (90) |
Intellectual property, net, as of March 31, 2025 | $ | 4,638 |

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