ENERGY FUELS INC 8-K

What Happened
Energy Fuels Inc. announced on Jan. 20, 2026 (Jan. 21, 2026 AWST) that it entered a Scheme Implementation Deed to acquire all outstanding ordinary shares of Australian Strategic Materials (ASM) by way of a court‑approved scheme of arrangement. Under the agreement, ASM shareholders will receive 0.053 Energy Fuels common shares (or CDIs) per ASM share plus up to A$0.13 per share via a special dividend, implying A$1.60 per ASM share (A$1.47 attributable to share consideration) and a transaction value of approximately A$447 million based on the exchange ratio set on Jan. 16, 2026. Closing is expected in or about June 2026, subject to customary conditions and approvals.

Key Details

• Share exchange ratio: 0.053 Energy Fuels shares (or CDIs) per ASM share; implied A$1.47 share value and up to A$0.13 special dividend (total A$1.60 per ASM share as of Jan. 16, 2026).
• Transaction value: ~A$447 million (as of Jan. 16, 2026); ASM shareholders would hold ~5.8% of Energy Fuels post‑closing (subject to dilution).
• Options: ASM optionholders to receive A$0.50 per option under a separate Option Scheme (Option Scheme depends on Scheme becoming effective).
• Fees/termination: Mutual reimbursement/reverse fees of A$4,470,000 (1.0% of the signing transaction value) apply in certain termination scenarios.
• Closing conditions include ASM shareholder approval, Australian court approval, Australia’s Foreign Investment Review Board sign‑off, a favorable independent expert report, and listing/quotation approvals for the new Energy Fuels shares (NYSE American, TSX, ASX).

Why It Matters
This filing announces a definitive acquisition structure that would expand Energy Fuels’ asset base and add ASM shareholders as a minority owner (~5.8%). The deal is subject to multiple regulatory and shareholder approvals and requires Energy Fuels shares to be listed/quoted on multiple exchanges for the share consideration to be issued. Investors should watch upcoming shareholder votes, regulatory reviews (including FIRB), the independent expert report in Australia, and any changes in Energy Fuels’ share price (which will affect the economic value of the fixed exchange ratio). An investor presentation related to the proposed acquisition was also furnished with the 8-K.