ENERGY FUELS INC 8-K/A

What Happened

• Energy Fuels Inc. announced that it issued $700.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2031 (closing Oct 3, 2025). The company originally priced $600.0 million on Sept 30, 2025 and the purchasers exercised a $100.0 million option on Oct 1, 2025. Net proceeds are expected to be approximately $674.6 million after discounts, commissions and offering expenses.
• Concurrently, Energy Fuels entered into capped‑call transactions to reduce potential dilution and offset certain cash conversion payments. The company expects to use proceeds to pay about $53.55 million for the capped calls and to fund development (including Phase 2 rare earth separations at White Mesa Mill and the Donald heavy mineral sands/rare earths project in Australia), plus general corporate and working capital needs.

Key Details

• Issuance: $700.0M principal, 0.75% annual interest, payable semiannually beginning May 1, 2026; maturity November 1, 2031. Trustee: U.S. Bank Trust Company, N.A.
• Conversion terms: initial conversion rate 49.1672 shares per $1,000 principal (≈ $20.34 per share), ~32.5% premium to the Sept 30, 2025 last sale price. Conversion subject to specified price and other triggers; holders can convert freely beginning Aug 1, 2031 through shortly before maturity.
• Capped calls: cover the shares underlying the notes, subject to anti‑dilution adjustments; initial cap ≈ $30.70 per share (about 100% premium to the Sept 30, 2025 last sale price). Capped‑call cost to the company ≈ $53.55M.
• Redemption & protections: Company generally may not redeem notes before Nov 6, 2028 (except for certain tax events); may redeem after that date if share price tests are met (130% of conversion price). Fundamental‑change repurchase obligations and customary events of default apply.

Why It Matters

• This financing raises substantial capital (~$674.6M net) to support planned growth projects and working capital while using a low‑coupon convertible structure (0.75%), which lowers near‑term cash interest costs compared with traditional debt.
• Conversion mechanics and the capped calls limit potential dilution for shareholders but do not eliminate it — conversion would increase share count if holders choose to convert or if conversion conditions are met. The conversion price and capped‑call cap are set at significant premiums to the Sept 30, 2025 price, meaning conversion or dilution is tied to meaningful share‑price appreciation.
• Investors should note timing and trigger conditions for conversion and redemption, as well as the company’s repurchase and default protections in the indenture, which affect bondholder rights and potential impacts on equity.