Energy Fuels Agrees to Acquire VAC for $1.9 Billion

• Energy Fuels Inc. agreed to acquire Vacuumschmelze GmbH & Co. KG (VAC) for $1.9 billion, comprising $718 million in cash and 65.853 million newly issued shares, thereby creating an integrated rare earths and magnet supply chain platform.
• VAC operates four production facilities and serves more than 1,000 customers, including the largest large-scale permanent magnet manufacturing facility in the United States, located in Sumter, South Carolina, with a current capacity of 2,000 tonnes per year and expansion potential to 12,000 tonnes per year.
• VAC is compliant with the Defence Federal Acquisition Regulation Supplement and has secured a contract with the Defence Logistics Agency, with production of neodymium-iron-boron magnet blocks for the United States national defence stockpile scheduled to begin in 2026.
• The combined company plans to cover the full rare earth element value chain, including feedstock supply from the Donald Project in Australia, processing at the White Mesa Mill in Utah, metals and alloy production facilities, and permanent magnet manufacturing at VAC facilities in Europe and the United States.
• Energy Fuels targets several growth milestones, including a Final Investment Decision (FID) for the Donald Project in the early third quarter of 2026, completion of White Mesa Mill upgrades by the end of 2027, completion of the VAC acquisition in early 2027, and expanded rare earth separation capacity by mid-2029.

Company Overview

Energy Fuels Inc. (NYSE American: UUUU | TSX: EFR) is a US-based critical materials company focused on uranium, rare earth elements, heavy mineral sands, vanadium and medical isotopes. The company owns and operates conventional and in-situ recovery uranium projects in the western United States and, per its most recently filed Annual Report on Form 10-K, has been the leading US producer of natural uranium concentrate for the past several years, supplying nuclear utilities for carbon-free nuclear energy production. Energy Fuels also owns the White Mesa Mill in Utah, the only fully licensed and operating conventional uranium processing facility in the United States. The Company is developing 3 heavy mineral sands projects: the 100%-owned Vara Mada Project in Madagascar, the 100%-owned Bahia Project in Brazil, and the Donald Project in Australia, in which it has the right to earn up to a 49% interest in a joint venture with Astron Limited.

Transaction Overview

Energy Fuels will acquire Vacuumschmelze GmbH & Co. KG (VAC) for a combination of $718 million in cash and 65.853 million newly issued common shares, implying an equity value of $1.9 billion based on Energy Fuels' closing share price of $16.12. Energy Fuels will assume $140 million of VAC's adjusted net debt as of March 31, 2026. If Energy Fuels' share price is below $20.93 per share at closing, Ara Partners will receive Energy Fuels' preferred shares with an aggregate value of up to $135 million. The transaction is targeted to close in early 2027, subject to receipt of applicable regulatory approvals, including foreign investment, antitrust and other government approvals.

Goldman Sachs & Co. LLC has provided a $250 million term loan financing commitment to support the refinancing of certain of VAC's existing debt, subject to customary conditions, and provided a fairness opinion to the Board of Directors of Energy Fuels, which has unanimously approved the transaction.

President and Chief Executive Officer of Energy Fuels Inc., Ross Bhappu, commented on the acquisition: 

"This is a transformational moment for Energy Fuels and the global rare earth supply chain. Together with VAC, we will strengthen global rare earth and magnet supply chains, providing a reliable, secure and diversified source of critical materials from mines to highly valued permanent magnets. In addition, VAC's rapid solidification and crystalline businesses provide a soft-magnetics platform that is expected to result in greater scale, broader customer reach and enhanced ability to invest in innovation, manufacturing and growth. The combination of our two companies provides enhanced shareholder value and positions Energy Fuels as a leading, secure and trusted supplier for critical materials that are essential for national security and the safety and integrity of Western supply chains."

About VAC

VAC is a century-old magnet manufacturer with over 400 patents, 4 production facilities in Hanau, Germany; Ulvila, Finland; Horná Streda, Slovakia; and Sumter, South Carolina; and more than 1,000 customers. The Sumter facility is the largest permanent magnet plant on scale in the United States, with a current capacity of 2,000 tonnes per annum, expandable to 12,000 tonnes per annum. Approximately 85% of VAC's output is produced to customer specifications.

VAC is Defence Federal Acquisition Regulation Supplement (DFARS)-compliant and has secured a contract with the Defence Logistics Agency to supply neodymium-iron-boron (NdFeB) blocks for the national defence stockpile, with production starting in 2026.

President and Chief Executive Officer of VAC, Dr. Erik Eschen, commented on the transaction:

 "For over a century, VAC has been at the forefront of advanced magnetics and pioneering critical materials. This transaction reinforces VAC as the cornerstone of a resilient and reliable permanent magnet supply chain, which is essential for alternative energy development, industrial competitiveness and national security. Joining forces with Energy Fuels gives our team, our technology, and our customers something that no other Western platform can offer today: a fully integrated supply chain platform from mine to finished magnet. With Energy Fuels' proven upstream capabilities and VAC's downstream expertise, proprietary intellectual property, and the state-of-the-art Sumter Facility, we will be uniquely positioned to serve rapidly growing demand across various sectors including automotive, aerospace, defense, hyperscale data centers, robotics, semiconductors and beyond."

Financial Profile

VAC generated $29 million of adjusted Earnings Before Interest, Taxes, Depreciation, and Amortisation (EBITDA) in fiscal year 2025, with more than 20% year-on-year growth in its order book for 2026. The Sumter facility is targeted to generate $65 million to $75 million of annual run-rate adjusted EBITDA at the current capacity of 2,000 tonnes per annum, approximately $130 million to $140 million if expanded to 4,000 tonnes per annum, and approximately $400 million at the maximum capacity of 12,000 tonnes per annum. The company states that cash flow from VAC is targeted to fund the Phase II expansion of the White Mesa Mill, the Donald Project, and the planned US metals-and-alloys facility.

Mine-to-Magnet Platform

The combined company's platform spans 4 stages of the rare earth element value chain: feedstock supply from the Donald Project in Australia, targeted to receive a positive Final Investment Decision (FID) in the early third quarter of 2026 and to be commissioned in 2028; processing and separation at the White Mesa Mill, where upgrades are targeted for completion by the end of 2027; metals and alloy production at Australian Strategic Materials’ (ASM) Korean Metals Plant and a planned US metals and alloys facility, subject to ASM closing conditions; and permanent magnet manufacturing at VAC's European facilities and the Sumter facility.

Energy Fuels' planned Phase II expansion of the White Mesa Mill is targeted to increase separation capacity to up to 6,000 tonnes per annum of neodymium-praseodymium oxide, approximately 288 tonnes per annum of dysprosium oxide and 80 tonnes per annum of terbium oxide by mid-2029. Energy Fuels also holds a targeted Australian dollar 220 million lending package under discussion with Export Finance Australia and other lenders for the Donald Project, and VAC holds an existing $41 million grant from the US Department of War for a metal-making facility in the US.

Ownership & Governance

Ara Partners will own 19.9% of Energy Fuels on a basic shares-outstanding basis following closing, reflecting the planned completion of the ASM acquisition, and will have the right to nominate 1 director to Energy Fuels' Board of Directors. VAC will become a wholly owned subsidiary of Energy Fuels and will retain its branding and headquarters in Hanau, Germany.

Next Steps

The Donald Project FID is targeted for the early third quarter of 2026, with the VAC acquisition targeted to close in early 2027, subject to receipt of applicable regulatory approvals. White Mesa Mill upgrades are targeted for completion by the end of 2027, and Phase II separation capacity expansion by mid-2029. The ASM acquisition remains subject to ASM shareholder approval and other closing conditions.

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