Energy Fuels Inc: amends merger agreement for VAC acquisition

What happened

• Energy Fuels Inc entered into a First Amendment to Agreement and Plan of Merger on Oct 13, 2026 to amend and clarify certain provisions of the merger agreement in connection with the VAC acquisition. The amendment addresses an ongoing dispute with a customer under a commercial supply agreement, potential settlement of that dispute, repayment of certain indebtedness and potential purchase price adjustments related to any loss in value or debt repaid.
• The filing also restates that, as previously reported in an 8-K dated Aug 28, 2026, a wholly owned subsidiary of Energy Fuels, EFR Critical Materials Pty Ltd., completed the acquisition of all ordinary shares of Australian Strategic Materials Limited pursuant to a Scheme Implementation Deed.
• The filing discloses the planned departure of Energy Fuels’ Chief Legal Officer and Executive Vice President, Global Government Relations.

Key details

• The First Amendment to Agreement and Plan of Merger was entered into on Oct 13, 2026 and is filed as Exhibit 2.1 to this Form 8-K.
• Audited consolidated financial statements of Ara VAC IE Aggregator, LP and its subsidiaries as of Dec 31, 2025 and Dec 31, 2024 and Jan 1, 2024, and for the years ended Dec 31, 2025 and Dec 31, 2024 are filed as Exhibit 99.1.
• Unaudited interim condensed consolidated financial statements of Ara VAC IE Aggregator, LP and its subsidiaries for the six months ended Jun 30, 2026 and Jun 30, 2025 are filed as Exhibit 99.2.
• Unaudited pro forma condensed combined balance sheet as of Jun 30, 2026 and unaudited pro forma condensed combined statement of operations for the year ended Dec 31, 2025 and the six months ended Jun 30, 2026 are filed as Exhibit 99.3.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) and Item 2.01 (completion of acquisition or disposition of assets) disclosures related to the VAC acquisition and the previously completed ASM acquisition, Item 8.01 supplemental disclosure and Item 9.01 financial statements and exhibits.
• The filing provides amended merger terms that reference a customer dispute, possible settlement, debt repayment and possible purchase price adjustments, and it provides the financial statements and pro forma information that would be material if the VAC acquisition closes as contemplated.
• The filing does not show why the insider traded or why the company acted.