Energy Fuels Announces Pricing of Upsized $600 Million Offering of 0.75% Convertible Senior Notes Due 2031

Core Viewpoint - Energy Fuels Inc. has announced the pricing of $600 million in 0.75% Convertible Senior Notes due 2031, increasing the offering size from a previously announced $550 million, aimed at qualified institutional buyers [1][2]. Offering Details - The offering includes an option for initial purchasers to buy an additional $100 million in notes within a 13-day period after issuance [2]. - The notes will mature on November 1, 2031, and will accrue interest at a rate of 0.75% per year, with interest payments starting on May 1, 2026 [3]. Use of Proceeds - Energy Fuels estimates net proceeds of approximately $578.1 million, or $674.6 million if the additional notes option is fully exercised. These funds will be used for: 1. Covering approximately $45.9 million for capped call transactions [4]. 2. Funding development expenditures for the Phase 2 rare earth separations circuit expansion at the White Mesa Mill [4]. 3. Supporting the Donald heavy mineral sands and rare earth project in Australia [4]. 4. General corporate needs and working capital [4]. Conversion Features - The notes are convertible into cash, common shares, or a combination thereof, with an initial conversion rate of 49.1672 common shares per $1,000 principal amount, equating to a conversion price of approximately $20.34 per share, representing a 32.5% premium over the last reported sale price [5]. Redemption Terms - Energy Fuels may not redeem the notes before November 6, 2028, except under specific tax law changes. After this date, redemption is possible if the common shares' price exceeds 130% of the conversion price for at least 20 trading days [6]. Fundamental Change Clause - In the event of a "fundamental change," Energy Fuels is required to offer to repurchase the notes at 100% of the principal amount plus accrued interest [7]. Capped Call Transactions - Energy Fuels has entered into capped call transactions to mitigate potential dilution from the notes, with an initial cap price of $30.70, representing a 100% premium over the last reported sale price [8][9]. Market Impact - The establishment of hedges related to the capped call transactions may influence the market price of common shares and the trading price of the notes [10][11]. Company Overview - Energy Fuels is a leading U.S. producer of uranium and critical minerals, operating the only fully licensed conventional uranium processing facility in the U.S. and involved in various projects related to rare earth elements and heavy mineral sands [16].