Uranium Sector Expected to See a Run as Positive Momentum and Demand Builds

KEY TRANSACTION HIGHLIGHTS

• The Transaction will unlock significant value for both Energy Fuels and Base Resources shareholders due to valuable and clearly identifiable synergies.
• Base Resources’ Toliara project in Madagascar is a world-class, advanced-stage, low-cost, and large-scale heavy mineral sands project. In addition to its stand-alone, ilmenite, rutile (titanium) and zircon (zirconium) (collectively, ” Ilmenite and Zircon “) production capability, the Project also contains large quantities of Monazite which is a rich source of the ‘magnet’ REEs used in electric vehicles (” EVs “) and a variety of clean energy and advanced technologies.
• Subject to receipt of further required Government of Madagascar approvals, the Monazite can be recovered as a byproduct of Ilmenite and Zircon production at low incremental cost, thereby adding to Toliara’s world-class Ilmenite and Zircon capability at a cost of production that the Company expects to be globally competitive and will position Energy Fuels to be a first-tier REE oxide producer.
• Once in production, the Monazite from Toliara will provide a large portion of the raw materials needed for Energy Fuels‘ rapidly expanding and world-competitive REE oxide production facility at the Mill. Since 2021, Energy Fuels has proven its technical capabilities, speed-to-market, and competitiveness in a manner that is not being accomplished by any other facility in North America , first by processing Monazite to produce a mixed REE carbonate at the Mill, which it has been selling into the commercial REE market since 2021, and now by the commissioning of its Phase 1 NdPr separation facility at the Mill.
• Energy Fuels is currently engaged in high-level discussions with numerous U.S. government agencies and other offices who provide financial support for critical mineral projects within the U.S. and internationally, which may include grants, low-interest debt, non- or limited-recourse debt, loan guarantees, and other support vehicles.
• Energy Fuels is also releasing an AACE International (” AACE “) Class 4 Pre-Feasibility Study (not a Pre-Feasibility Study subject to or intended to be compliant with National Instrument 43-101 (” NI 43-101 “) or Subpart 1300 of Regulation S-K (” S-K 1300 “)) dated April 22, 2024 , prepared by Roger Mason , Engineering Manager, WSP USA Environment & Infrastructure Inc., indicating globally competitive capital and operating costs for its planned Phase 2 expanded REE oxide production at the Mill (the ” Mill PFS “), which will be filed on the Electronic Document Gathering and Retrieval System (” EDGAR “) at www.sec.gov/edgar , and will be available on the System for Electronic Document Analysis and Retrieval Plus (” SEDAR+ “) at www.sedarplus.ca , and on the Company’s website at www.energyfuels.com .
• With the Mill’s unique, globally competitive, U.S.-based REE production capability, Energy Fuels is uniquely positioned to unlock significant value from Toliara’s low-cost Monazite production, in a manner that the Company believes no other facility in the U.S. is capable of at this time.
• Monazite from Toliara will also provide material quantities of low-cost uranium production at the Mill over the life of the Project, which will supplement Energy Fuels‘ U.S.-leading uranium production capacity.
• This addition of a low-cost source of REE raw materials to Energy Fuels‘ globally competitive U.S. REE production infrastructure, along with a sustainable low-cost source of uranium production, is expected to be highly accretive to Energy Fuels‘ shareholders on a net asset value per share basis, with potential to unlock significant further upside.
• As part of this Transaction, Energy Fuels will also access Base Resources’ proven leadership and heavy mineral sands operations team, which has an exceptional record of responsible asset development, construction, commissioning and profitable production in Africa . The Base Resources team will not only continue to oversee the development and operation of Toliara but will also enhance Energy Fuels‘ heavy mineral sands teams in Australia and Brazil , thus allowing the Company to maximize the value of all projects to the Company’s shareholders.
• The offer is unanimously recommended by Base Resources’ Board of Directors and Base Resources has also received voting intention statements from each of Base Resources’ two major shareholders, confirming that they each intend to vote in favor of the Scheme ² . Those two shareholders respectively hold 26.5% and 24.8% of Base Resources’ shares. In addition, each of Base Resources’ directors, holding (in aggregate) an additional 1.2% of Base Resources’ shares, has confirmed their intention to vote in favor of the Scheme ² .
• Energy Fuels will host an investor webcast and conference call on April 22, 2024 at 8:00 a.m. Eastern Time ( 10:00 p.m. Australian Eastern Standard Time).

Mark S. Chalmers , President and CEO of Energy Fuels stated: “The acquisition of Base Resources and the Toliara project represents a monumental leap forward for the Company, as we continue to execute on a truly revolutionary REE, uranium and critical mineral combined strategy. For the past four-plus years, Energy Fuels has innovated a new way to produce critical minerals, that we believe is more cost competitive than traditional approaches, by leveraging our uranium processing expertise and infrastructure to develop a secure, U.S.-centric REE oxide supply chain.

“At the same time, we plan to maintain our leadership and profitability in our core U.S.-based uranium business without diminishing our uranium capabilities or uranium growth potential in any way. In fact, Toliara will provide a steady, low-cost source of uranium for the Company over the life of the Project.

“To date, we have secured long-term sources of REE concentrate through offtake (Chemours), and direct ownership (the Company’s 100% owned Bahia Project in Brazil once developed, and potentially 100% ownership of Base Resources’ Toliara project, and further potential offtakes through a joint venture being negotiated with Astron Corporation Limited (the Astron Donald Project in Australia )). Toliara is expected to be the cornerstone source of feedstock supply to the Mill, with the scale to provide an average of 21,800 tonnes of rare earth-bearing Monazite per year at a cost that we believe will be at or below other leading global REE producers, including those in China .

“Energy Fuels has proven its REE processing capabilities at our Mill in Utah , as we have commercially produced a high-purity mixed REE carbonate since 2021. We recently completed construction of and are currently commissioning the Phase 1 REE separation circuit at the Mill, designed to produce up to 1,000 tonnes of NdPr oxide per year, which would be sufficient to supply enough ‘magnet’ REE oxides to produce 500,000 to 1 million EVs per year. We have also released the Mill PFS announcing what we believe to be globally competitive capital and REE production costs. Based on these highly compelling economics and the expected consummation of the Base Resources and Astron transactions, Energy Fuels is also planning to update the Phase 2 REE separation infrastructure for the Mill to expand our production capacity to 4,000 to 6,000 tonnes of NdPr oxide per year, along with 150 – 225 tonnes of Dy oxide and 50 – 75 tonnes of Tb oxide per year, which would supply enough ‘magnet’ REE oxides to power 3 to 6 million EVs per year. This would put Energy Fuels in the REE oxide production capacity category of the other major ‘western’ REE suppliers.

“We plan to supply REE oxides to U.S., European and Asian EV, wind energy and other clean energy manufacturers, along with emerging commercial REE metal-making, alloying, and magnet-making facilities now under development in the U.S. We also plan to be a reliable supplier to the U.S. defense industry, which could include offtake for other REE oxides, besides the ‘magnet’ oxides, contained in Monazite. This acquisition, along with the Mill’s current and planned REE separation capability, will go a long way in establishing a ‘western’ REE supply chain. Energy Fuels is also in high-level discussions with numerous U.S. government agencies and offices that support critical mineral projects, and we look forward to advancing these discussions as we continue to build our REE business.

“The transaction will not only secure a world-class project for Energy Fuels at a highly attractive acquisition price compared to the fundamental value of the Project but will also secure a mine development and operations team with a successful track-record of designing, constructing, and profitably operating a world-class heavy mineral sands operation in Africa .”

Tim Carstens , Managing Director of Base Resources, commented: “This transaction reflects the exceptional quality of the Toliara project and the efforts of the Base Resources team over several years to advance the project towards construction readiness. The combined company will have the financial and technical capability to not only build Toliara into one of the best critical mineral projects in the world, but also to develop an integrated value chain for the rare earth elements that are essential to the global energy transition. Shareholders of Base Resources will receive both a compelling and immediate premium, and the opportunity to further participate in the market recognition and development of a company with a unique diversified position in the critical minerals landscape.”

ABOUT TOLIARA

The Toliara project is a world-class, advanced-stage, large-scale critical mineral deposit underpinned by the Ilmenite, Zircon and Monazite-rich Ranobe deposit in southwest Madagascar .

On September 27, 2021 , Base Resources released the outcomes of its updated and enhanced Definitive Feasibility Study (” DFS2 “) ³ for the Toliara project, which calculated an after-tax NPV ₁₀ (10% discount rate) of $1 billion , after-tax IRR of 23.8%, undiscounted life-of-mine free cash flows of $5.9 billion , and initial capital expenditures of $520 million to achieve first production. According to DFS2, the Ranobe deposit’s estimated Ore Reserves of 904 million tonnes at 6.1% heavy mineral, are sufficient to support an initial 38-year mine life ⁴ . These results are based on the production of Ilmenite and Zircon alone.

The Ranobe deposit also contains large quantities of Monazite, which is a rich source of the ‘magnet’ REEs; neodymium and praseodymium (” NdPr “), Dysprosium (” Dy “) and Terbium (” Tb “), used in EVs and a variety of clean energy and advanced technologies, that can be recovered as a byproduct of Ilmenite and Zircon production at the Project.

In response to rising demand for REEs, on December 14, 2023 , Base Resources released a Pre-Feasibility Study for Toliara ⁵ on the production of Monazite through the concentration of the existing waste stream from the DFS2 mineral sands processing facilities (the ” Monazite PFS “). Based on the combined outcomes of DFS2 and the Monazite PFS, Toliara has an overall after-tax NPV ₁₀ (10% discount rate) of $2.0 billion , after-tax IRR of 32.4%, undiscounted life of mine free cash flows of $10.7 billion , and initial capital expenditures of $591 million , which included additional incremental capital expenditures of $71 million for Monazite production, over the 38-year mine life. As the Monazite is an add-on to the stand-alone Ilmenite and Zircon production and would be produced through concentration of the waste stream from processing of the mined Ore Reserves, the Mineral Resources and Reserves at the Project did not change. The Monazite PFS thus demonstrated that world-class Monazite production capability can be added to Toliara’s already stand-alone, world-class Ilmenite and Zircon production capability at a low incremental cost of production, thereby allowing the Monazite production to withstand low or variable REE oxide markets.

Toliara is expected to be Energy Fuels‘ cornerstone source of Monazite supply, providing a long-term and large-scale supply of Monazite (21,800 tonnes per annum (” tpa “) average Monazite production), to the Mill for processing into REE oxides and other advanced REE materials, along with the recovery of contained uranium. As the Monazite will be a very low-cost byproduct of Toliara’s primary Ilmenite and Zircon production, the total cost of production of REE oxides at the Mill is expected to be low-cost and globally competitive.

Processing Monazite from Toliara will also add approximately 75,000 lbs of low-cost uranium production (at an incremental cost of approximately $8 per pound) per year at the Mill, totaling approximately 3 million pounds of recovered U ₃ O ₈ over the life of the Project. This will provide a reliable low-cost stream of uranium production at the Mill that will be able to withstand lower uranium prices and will supplement Energy Fuels‘ U.S.-leading uranium production capacity from other mines and sources.

Base Resources has a proven leadership and mineral sands operations team with an exceptional record of responsible and profitable production at its now winding down heavy mineral sands project in Kwale County, Kenya , all of whom are expected to join the Energy Fuels management team upon completion of the Transaction. The Base Resources team will continue to manage Toliara and will enhance Energy Fuels‘ teams in Australia and Brazil , thus allowing the Company to maximize the value of all projects to shareholders.

Although the Toliara project holds a mining permit that allows production of Ilmenite, Rutile and Zircon, development at the Project was suspended by the Government of Madagascar pending negotiation of fiscal terms applying to the Project. With the recent adoption of a new Mining Code in Madagascar and Base Resources and the Government of Madagascar making sound progress on fiscal terms negotiations, the Company believes the suspension will be lifted, and required legal and fiscal stability achieved, during 2024. Aspects intended to facilitate the inclusion of Monazite on the Project’s mining permit as soon as reasonably practicable after fiscal terms are agreed are included in the scope of current negotiations. However, there can be no assurance as to the timing of completion of fiscal terms negotiations and lifting of the current suspension, the timing for achieving sufficient legal and fiscal stability or the timing for approval of the addition of Monazite to the mining permit. If such approvals are not obtained, or obtained on terms less favorable than expected, this could delay any final investment decision in relation to the Project or prevent or otherwise have a significant effect on the development of the Project or ability to recover Monazite from the Project.

Highlights of Toliara’s economics are presented below:

MILL SYNERGIES

On April 22, 2024 , Energy Fuels will release its Mill PFS projecting globally competitive capital and operating costs for planned expanded REE oxide production at the Mill. The Mill is currently commissioning its Phase 1 NdPr separation facility, which has been constructed within the Mill’s existing solvent extraction building and is designed to process up to 10,000 tpa of Monazite to produce up to 1,000 tpa of NdPr oxide.

The economics detailed in the Mill PFS are for the Phase 2 expansion of REE separation capacity in one or more additional facilities at the Mill, capable of processing 30,000 tpa of Monazite to produce approximately 3,000 tpa of NdPr oxide. The Mill PFS shows globally competitive capital expenditures of $348 million for the 30,000 tpa Phase 2 separation facility and an average processing cost of $29.88 /kg NdPr. This analysis does not include any capital or operating costs associated with the recovery of Dy and Tb or any revenues associated with the sales of those “heavy” REE oxides.

Upon completion of the Transaction, Energy Fuels plans to update the DFS2 and the Monazite PFS and re-issue those reports in a form that complies with NI 43-101 and S-K-1300, and that also updates and incorporates the results of the Mill PFS to expand Phase 2 production capacity from a 30,000 tpa Monazite process plant capable of producing approximately 3,000 tpa of NdPr oxide to a 40,000 – 60,000 tpa Monazite process plant capable of producing approximately 4,000 – 6,000 tpa of NdPr oxide, along with Dy and Tb oxides.

The details of the Mill PFS are presented below:

See the Mill PFS, which will be available on the Company’s website at www.energyfuels.com and on SEDAR and EDGAR, for important information about its scope, key assumptions, qualifications and risks.

TRANSACTION OVERVIEW AND TIMELINE

Under the terms of the Scheme, if approved, each Base Resources shareholder will receive (i) 0.0260 Energy Fuels common…