Other than as set out below, as of the date of this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors from those disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Risks relating to the Conditional Financing Commitment There can be no assurances that all conditions to the Conditional OSC Financing will be satisfied, that the proposed financing will be completed or that the proposed financing will not be modified, challenged or impaired in the future, each of which could have a material adverse effect on our business, results of operations and financial position. The Conditional OSC Financing is subject to further due diligence, finalization of agreements, closing conditions and approvals. There can be no assurances that all conditions will be satisfied and that the proposed financing will be completed, and that funding of and support for the transactions contemplated by the financing commitment will not be modified, challenged or impaired in the future, which could have a material adverse effect on our business, results of operations and financial position. In the event of any termination or frustration of the Conditional OSC Financing, in full or in part, we may have limited recourse and remedies available against the OSC and the U.S. federal government. Energy Fuels’ business is subject to change in U.S. policy, regulation and funding could impair the Company’s ability to operate its existing business and pursue its strategic plans. Our operations are subject to extensive regulatory requirements enforced in part by the U.S. federal government. If government regulations are interpreted or enforced in a manner adverse to us, we may be subject to enforcement actions, penalties, exclusion, and other material limitations on our operations. Any changes in U.S. federal regulations or a failure to comply with the terms of the agreements with the U.S. federal government could impair our ability to operate our existing business and pursue our strategic plans. Furthermore, the potential opportunities afforded Energy Fuels by participating in a government financing program like that of the OSC are unique. While this financing is expected to enhance Energy Fuels’ ability to pursue its strategic goals, including sourcing of heavy rare earth feedstock and securing necessary environmental permits and approvals, Energy Fuels remains solely responsible for meeting all commercial and regulatory requirements. The Conditional OSC Financing also subjects us to various laws, regulations, and other policies and considerations that may constrain our future business or otherwise have a material adverse impact on our future financial results. We may be subject to heightened scrutiny of our business activities with both government and non-government customers, government audits, investigations, congressional scrutiny, inquiries about conflicts of interest, civil or criminal enforcement by the Department of Justice (including actions under the False Claims Act), exclusion or limitation on future government-funded opportunities, suspension, debarment, and other administrative remedies. The Conditional OSC Financing contains affirmative and negative covenants that may impair our ability to operate in the normal course of business, which could have a material adverse effect on its business. The Conditional OSC Financing specifies additional steps that we must take to proceed toward financial close on the loan, including fulfilling financial, legal, technical and other due diligence requirements. Additionally, the Conditional OSC Financing contains affirmative and negative covenants that could impair our ability to operate in the normal course of business. If strategic transactions that we wish to undertake are prohibited by the Conditional OSC Financing, our ability to operate in the ordinary course of business could be materially impacted. It is noted that the Conditional OSC Financing expressly contemplates the ASM transaction and transactions such as the VAC Merger. However, both transactions remain subject to OSC due diligence which could impact the availability or timing of the proposed financing. 65 Table of Contents Additionally, the Conditional OSC Financing contemplates a potential for warrants to be issued. The amount or terms of such warrants have not yet been determined. If warrants are issued and are exercised, the issuance of the Common Shares underlying such warrants will dilute the ownership interests of holders of Common Shares and reduce the value of their investment. Risks of entering into the Merger Agreement and VAC Merger The market price of the Common Shares may be adversely affected as a result of the VAC Merger consideration and related financing arrangements. The VAC Merger Consideration consists of: (i) $718 million (being the VAC Merger Cash Consideration); (ii) 65,853,000 Common Shares (subject to the maximum number of Common Shares constituting the VAC Merger Share Consideration that may be issued without obtaining the approval of our shareholders under applicable Canadian securities laws; and (iii) VAC Merger Preferred Share Consideration, issued, as set out in the Merger Agreement, to replace Common Shares removed from the VAC Merger Share Consideration to comply with Canadian Securities Laws (with the number of Preferred shares increased in accordance with the Merger Agreement if the VAC Merger Share Consideration is so reduced) and/or to provide an additional value top up if the market price of the Common Shares at closing is below a specified reference price. The increase in the number of issued and outstanding Common Shares may lead to sales of such shares or perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Common Shares. Further, the issuance of the VAC Merger Share Consideration may dilute the ownership interests of holders of Common Shares and reduce the value of their investment. Similar dilution could result from the sale of assets to meet liquidity requirements. In addition, we currently anticipate using some or all of the proceeds of the Senior Secured Term Loan Facility, together with cash on hand, to fund the VAC Merger Cash Consideration. Under the terms of the Senior Secured Term Loan Facility, amounts to be funded will be reduced by the net cash proceeds from the issuance or incurrence of certain debt, the issuance of equity financing (including equity and debt securities convertible or exchangeable into or exercisable for equity securities, other equity-linked securities or hybrid debt-equity securities) and non-ordinary course asset sales. To the extent that we issue equity securities or equity-linked securities, or incur additional debt, to reduce or repay amounts drawn under the Senior Secured Term Loan Facility, such issuances could further dilute the ownership interests of holders of Common Shares and/or increase our leverage and debt-servicing obligations, post-closing of the ASM and VAC transactions. Additional debt may also impose further covenants and restrictions on our operations. If the VAC Merger Preferred Share Consideration is issued, holders of our preferred shares will have certain preferential rights over holders of Common Shares. If the VAC Merger Preferred Share Consideration is issued at closing, such holders will have preferred rights to our assets upon liquidation, the right to receive dividends before dividends would be declared to holders of Common Shares, and the right to the redemption of such preferred shares, possibly together with a premium, prior to the redemption of Common Shares. Closing Conditions to the VAC Merger may not be satisfied. Implementation of the Merger Agreement is subject to the satisfaction or waiver (where permitted) of a number of closing conditions. There can be no guarantee that the closing conditions will be satisfied or waived (where permitted), or, if satisfied or waived (where permitted), when that will occur. Certain closing conditions are beyond our control and VAC’s control, including regulatory approvals. Any failure or delay in satisfying the closing conditions could prevent or delay the implementation of the Merger Agreement, which could reduce the benefits that we and VAC expect to obtain from the VAC Merger, increase the costs associated with the VAC Merger and/or impede the successful integration of our and VAC’s businesses. The Merger Agreement may be terminated in certain circumstances. We and VAC have the right to terminate the Merger Agreement in circumstances pursuant to Section 9.01 of the Merger Agreement. As such, there is no certainty that the Merger Agreement will not be terminated by either VAC or us before the VAC Merger is completed. In this scenario, the market price of Common Shares may fall and there is no assurance that any alternative proposal will emerge (and if such proposal emerges, there is no assurance that it will be at an equivalent or lower price than the implied price to be paid to acquire VAC under the Merger Agreement). Significant transaction and transaction-related costs have been incurred and will continue to be incurred. 66 Table of Contents Both VAC and us have incurred, and will continue to incur, significant costs associated with the Merger Agreement and combining our businesses with those of VAC. Fees and expenses related to the VAC Merger include financial adviser fees, filing fees, taxes, legal, accountant and regulatory fees. Some of these costs will be paid regardless of whether the VAC Merger is completed. Changes in the risk and investment profile of our Common Shares. The closing of the VAC Merger will alter the risk exposure of our shareholders, as they will be exposed to risks relating to each of our business, ASM, and VAC (the “Combined Company”) (including the integration of VAC). Integration and failure to realize benefits, including synergies. On and from the closing, we expect to pursue and realize benefits of increasing operations across magnets and manufacturing with REE. There is a risk that we may not achieve the strategies, operational objectives and benefits (in whole or in part) or that they will not materialize or will not materialize to the extent that we contemplate, or they will be delayed. This may occur due to matters beyond our control, or as a result of changes in circumstances or strategies. A failure to achieve these strategies, operational objectives and benefits could have an adverse impact on our operations, financial performance and financial position. There is also a risk that the Combined Company will not benefit (in whole or in part) from the synergies and other benefits. We may face new tax risks in certain VAC operating jurisdictions. VAC has operations and conducts business in Germany, Slovakia, Malaysia, Finland, and other parts of the world, in which our subsidiaries do not currently operate or conduct business in. Taxation laws in these jurisdictions can be complex, subject to varying interpretations and applications by relevant tax authority and are continuously subject to changes and revisions. In addition, following the VAC Merger, we may be subject to tax liabilities that may exist at VAC or that may arise in connection with the VAC Merger which are currently unknown. Any unexpected taxes imposed on us could have a material and adverse impact on our financial position. VAC has not been subject to internal control infrastructure requirements that U.S. public companies are required to comply with. VAC was not required to maintain an internal control infrastructure that would meet the standards of a U.S. public company, including the requirements of the Sarbanes-Oxley Act of 2002, as amended. The costs to implement such controls and procedures may be substantial and we could encounter unexpected delays and challenges in this implementation. In addition, we may discover significant deficiencies or material weaknesses in VAC’s financial and disclosure controls and procedures which could result in additional costs or adversely affect our business or operating results, and, as has occurred with us, the accounting for acquisitions can be complex and may lead to material weaknesses. Risks relating to the Combined Company’s business and operations The Combined Company’s business and industry will be subject to a number of business and operation risks, including risks that are outside of its control, which could negatively impact the Combined Company’s actual results. These risks include, but are not limited to, those set out below: a.Risks related to the jurisdictions in which the Combined Company will operate. The Combined Company and its businesses, and the industries in which it operates, are subject to a number of risks related to the jurisdictions in which the Combined Company operates, including risks that are outside of its control, which could negatively impact on the Combined Company’s actual operation and financial results. b.Foreign Currency Risks. The Combined Company’s operations will be subject to currency fluctuations. The Combined Company’s operating expenses and revenues will primarily be incurred in U.S. dollars, while some of its cash balances and expenses are measured in Canadian dollars and Brazilian real. The operations of the Combined Company’s HMS Division based in Perth, Western Australia are also primarily conducted in U.S. dollars, though some are conducted in currencies other than the U.S. dollar (including, Australian dollars, Kenyan shillings and Malagasy ariary). The operations of ASM are primarily conducted in Australian dollars, but ASM conducts some of its business in currencies other than the 67 Table of Contents Australian dollar (including, U.S. dollars, and South Korean won) and VAC’s magnetic materials and product solutions based in Germany are conducted in euros. The fluctuation of the Canadian dollar, Australian dollar, Brazilian real, Kenyan shilling, South Korean won, euros and/or Malagasy ariary in relation to the U.S. dollar will consequently have an impact on the Combined Company’s profitability and may also affect the value of its assets and shareholder’s equity. In addition, any strengthening of the U.S. dollar relative to the other currencies makes the Combined Company’s mineral extraction and recovery, metal and alloy products and magnetic materials potentially less competitive in relation to similar activities in other countries and could have a material impact on the Combined Company’s cash flows and profitability, as well as affect the value of its assets and shareholders’ equity. c.The Combined Company’s operations outside the U.S. and Canada will require compliance with a number of international regulations and stock exchange listing requirements, particularly in the U.S., Canada, Australia and Europe, violations of which could have a material adverse effect on the business, consolidated results of operations, and consolidated financial condition. The Combined Company’s operations will require compliance with a number of international regulations, particularly in the U.S., Canada, Australia and Europe, and other international regulations. For example, the operations are subject to the Foreign Corrupt Practices Act (“FCPA”), which prohibits certain companies and their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage. The operations are also subject to the Corruption of Foreign Public Officials Act (“CFPOA”), which is the Canadian equivalent of the FCPA, the German anti-bribery laws contained in the German Criminal Code (“StGB”), and the Australian anti-bribery laws set out in the Australian Criminal Code Act 1995 (Cth) (“CCA”). The Combined Company’s activities create the risk of unauthorized payments or offers of payments by its employees, agents, or joint venture partners that could be in violation of anti-corruption laws, even though some of these parties are not subject to the Combined Company’s control. The Combined Company cannot assure that any internal control policies and procedures and training and compliance programs for its employees and agents with respect to the FCPA, CFPOA, StGB and CCA, it may have in place at any time will protect it from reckless or criminal acts committed by its employees or agents. The Combined Company is also subject to the risks that its employees, joint venture partners, and agents outside of the U.S. may fail to comply with other applicable laws. Allegations of violations of applicable anti-corruption laws have resulted and may in the future result in internal, independent, or government investigations. Violations of anti-corruption laws may result in severe criminal or civil sanctions, and the Combined Company may be subject to other liabilities, which could have a material adverse effect on its business, consolidated results of operations and consolidated financial condition. Additionally, the Combined Company will be subject to the listing rules of Energy Fuels’ stock exchanges, including the NYSE American, TSX and ASX, as they may change over time. d.The Combined Company will be subject to risks normally encountered by companies in the manufacturing and magnetics industry. A component of the Combined Company’s strategy will be to produce REE and magnet products that are used in critical existing and emerging technologies, such as advanced electronics, aerospace and defense systems, energy products, robotics, and other high-growth, advanced technologies. The success of the Combined Company’s business will depend, in part, on the continued growth of these end-markets and the successful commercialization of rare earth products in such markets. If the market for these critical existing and emerging technologies does not grow as expected, grows slower than expected, or if the demand for the Combined Company’s products in these markets decreases or is manipulated by geopolitical factors (see below for additional detail), then the Combined Company’s business, prospects, financial condition and operating results could be harmed, possibly materially. In addition, the market for these technologies, particularly in the automotive industry, tends to be cyclical, which exposes the Combined Company to increased volatility, and it is uncertain as to how such macroeconomic factors will impact its business. Any unexpected costs or delays in the manufacturing of separated REE products or rare earth magnets, or less than expected demand for the critical existing and emerging technologies that use REE products, could have a material adverse effect on the Combined Company’s financial condition or results of operations. The REE mining and processing and magnet manufacturing industry is capital-intensive with competitive market dynamics. Production of REE and magnet products is dominated by Chinese competitors. These competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve, and possibly expand their facilities. Additionally, the Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and 68 Table of Contents lower labor and benefit costs. If the Combined Company is not able to achieve consistent product quality at its anticipated costs of production, then any strategic advantages that the competitors may have over them, including, without limitation, lower labor, compliance, and production costs, could have a material adverse effect on the Combined Company’s business. e.The Combined Company may be adversely affected by fluctuations in demand for, and prices of, magnet materials, and by U.S. federal administration changes. Changes in demand for, and the market price of (including taxes, tariffs and/or fees imposed upon) magnet materials could significantly affect VAC’s profitability and, in turn, the Combined Company’s profitability. A change in the U.S. federal administration introduces uncertainty as to shifts in policies, tariffs, taxes, regulations, priorities and (dis)engagement in international conflicts or wars, as well as geopolitical relations influenced by any one or more of such shifts, all of which may have a detrimental impact on demand. Furthermore, supply side factors have a significant influence on price volatility for REE and magnet materials. Supply of REE and magnet materials is dominated by Chinese producers. The Chinese Central Government regulates production via quotas and environmental standards, and, to a lesser extent, regulation of imports, and has and may continue to change such production quotas, environmental standards, and import regulations. Over the past few years, there has been significant restructuring of the Chinese market in line with Chinese Central Government policy; however, periods of over-supply or speculative trading of REE and magnet materials can lead to significant fluctuations in the market price of such products. Demand for the Combined Company’s products may be impacted by demand for downstream products incorporating rare earths, including hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies, as well as demand in the general automotive and electronics industries. Lack of growth in these markets may adversely affect the demand for the Combined Company’s products. In contrast, extended periods of high commodity prices may create economic dislocations that may be destabilizing to REE and magnet material supply and demand and ultimately to the broader markets. Periods of high REE market prices generally are beneficial to the Combined Company’s financial performance. However, strong REE prices also create economic pressure to identify or create alternate technologies that ultimately could depress long-term demand for REE minerals and products, and at the same time may incentivize development of competing mining properties. f.The Combined Company’s operations are expected to rely on third-party sources for key REE, including suppliers in China, which may be subject to export controls or other restrictions. VAC and ASM source REE and/or REE oxides and other materials from various jurisdictions including China. Geopolitical tensions, export restrictions, licensing requirements, trade disputes, economic conditions, transit disruptions, public health concerns, or regulatory actions may affect the availability or cost of these materials. If we cannot obtain necessary materials at commercially reasonable prices or in adequate quantities, our ability to manufacture products - or customer demand for such products - may be adversely affected. For example, in 2025, China imposed and later expanded export restrictions and licensing requirements on certain REEs and related magnets. Although some restrictions were subsequently suspended for certain U.S. end-users, future restrictions or renewed implementation could constrain global supply. Limited access to these materials could impair our ability to manufacture certain products, increase our production costs, reduce our competitiveness relative to manufacturers with alternative supply sources and/or negatively impact downstream customers resulting in a material adverse effect on the Combined Company’s financial condition or results of operations. g.The Combined Company depends on its senior management team and other key personnel, and the loss of such personnel or an inability to attract and retain skilled employees could adversely affect the Combined Company’s business. The Combined Company will depend on the services of its senior management team and other key personnel, whose experience, relationships and leadership are critical to the execution of the VAC Merger strategy, including the operation and expansion of the mining, separation and magnet manufacturing activities. The loss of the services of any key member of senior management could disrupt its operations, delay the execution of strategic initiatives and adversely affect the Combined Company’s business. In addition, efficient production of rare earth products, magnets and magnetic precursor products using modern techniques and equipment requires skilled technicians, engineers, operators and other specialized personnel. The 69 Table of Contents Combined Company’s optimization and downstream efforts will significantly increase its need for such personnel, and competition for these employees may be intense. If the Combined Company is unable to hire, train and retain qualified personnel, or if it is unable to replace senior management or other key employees on acceptable terms or in a timely manner, the Combined Company’s labor costs could increase and its ability to reach anticipated production levels or execute its long-term strategy could be adversely affected. Any of these factors could have a material adverse effect on the Combined Company’s business, results of operations and financial condition.