Energy Fuels prices $600 million convertible notes offering

Energy Fuels Inc. (NYSE: UUUU) (TSX: EFR) announced the pricing of $600 million in 0.75% convertible senior notes due 2031 through a private placement to qualified institutional buyers. The offering size increased from the previously announced $550 million.

The notes will mature on November 1, 2031, with interest payable semiannually at 0.75% per year beginning May 1, 2026. The company granted initial purchasers an option to buy an additional $100 million in notes during a 13-day period. The offering is expected to close October 3, 2025.

Energy Fuels estimates net proceeds of approximately $578.1 million after deducting discounts and expenses, or $674.6 million if the full option is exercised. The company plans to use proceeds to pay approximately $45.9 million for capped call transactions and fund development expenditures for its Phase 2 rare earth separations circuit expansion at White Mesa Mill and Donald heavy mineral sands project in Australia.

The notes convert at an initial rate of 49.1672 common shares per $1,000 principal amount, equivalent to a conversion price of approximately $20.34 per share. This represents a 32.5% premium to the September 30, 2025 closing price on NYSE American. Energy Fuels may choose to settle conversions in cash, shares, or a combination.

Energy Fuels cannot redeem the notes before November 6, 2028, except under certain tax law changes. After that date, redemption requires the stock price to reach at least 130% of the conversion price for 20 of 30 consecutive trading days.

The company entered into capped call transactions with a cap price of $30.70, representing a 100% premium over the September 30, 2025 closing price. These transactions are designed to reduce potential dilution from note conversions.

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