Material Event - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On April 21, 2024, Energy Fuels Inc. ("Energy Fuels"), EFR Australia Pty Ltd, an indirect wholly owned subsidiary of Energy Fuels ("Energy Fuels Bidder"), and Base Resources Limited ("Base Resources") entered into a Scheme Implementation Deed (the "Deed") pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Energy Fuels Bidder will acquire all Base Resources fully paid ordinary shares (the "Base Resources Shares") then issued and outstanding pursuant to a court-approved scheme of arrangement under Australia's Corporations Act 2001 (Cth) ("Corporations Act") (the "Scheme" and such acquisition, the "Transaction").

Under the Deed, at the time of implementation of the Scheme, all Base Resources Shares issued and outstanding as of the Record Date (as defined in the Deed) will be transferred to Energy Fuels Bidder, and the holders of such Base Resources Shares ("Scheme Shareholders") will have the right to receive, for each such Base Resources Share, (i) 0.0260 Energy Fuels common shares (the "Share Consideration") and (ii) AUS$0.065 in cash, payable by way of a special dividend by Base Resources to its shareholders (the "Cash Consideration," and together with the Share Consideration, the "Scheme Consideration") for each Base Resources Share, for a total equity value of approximately AUS$375 million, (except that, where a Scheme Shareholder resides in certain jurisdictions (each, an "Ineligible Foreign Shareholder"), such Ineligible Foreign Shareholder will receive the net proceeds of the sale, made by a sale nominee acting on its behalf, of shares of Energy Fuels common shares ("Sale Nominee Energy Fuels Shares") that such Ineligible Foreign Shareholder would otherwise be entitled to receive in the form of Share Consideration).

Conditions to the Transaction

The respective obligations of Energy Fuels and Base Resources to consummate the Transaction are subject to the satisfaction or waiver (if applicable) of a number of customary conditions, including: (1) approval by Scheme Shareholders of the Scheme in accordance with the Corporations Act; (2) approvals by certain regulatory authorities, including written notice of non-objection by Australia's Foreign Investment Review Board on behalf of the Treasurer of the Commonwealth of Australia, approval of the Malagasy Competition Council and clearance by the Competition Authority of Kenya, in each case either unconditionally or on terms reasonably acceptable to Energy Fuels Bidder; (3) non-occurrence of certain actions of the parties between signing and closing of the Transaction; (4) approval of the Scheme by the Federal Court of Australia (commenced in the Perth registry) or another court of competent jurisdiction under the Corporations Act agreed in writing by the parties (the "Court"); (5) the absence of any governmental order, injunction, decree or ruling by an Australian or United States court or regulatory authority prohibiting consummation of the Transaction; (6) issuance of an independent expert report concluding that the Scheme is in the best interests of the Scheme Participants before the Scheme Booklet (as defined in the Deed) is submitted to the Australian Securities & Investments Commission; (7) the Share Consideration shares and the Sale Nominee Energy Fuels Shares (collectively, the "New Energy Fuels Shares") issuable in the Transaction having been approved for listing on the New York Stock Exchange and the Toronto Stock Exchange, respectively and (8) the New Energy Fuels Shares being issued pursuant to an exemption to registration requirements of applicable U.S. and Canadian securities laws. The closing of the Transaction is expected to occur in the third quarter of calendar year 2024, subject to the satisfaction or waiver of such conditions.

Representations and Warranties; Covenants

The Deed contains customary representations and warranties given by Energy Fuels and Base Resources. The Deed also contains pre-closing covenants as is customary for transactions of this nature, including, but not limited to, the obligation of each party to conduct its business in the ordinary and usual course and covenants by each of the parties to refrain from taking specified actions without the consent of the other party. The parties have agreed to use all reasonable endeavors to, among other things, implement the Scheme as soon as reasonably practicable.

Base Resources' board of directors has unanimously recommended that Base Resources' shareholders vote in favor of the Scheme, with such recommendation subject to customary exceptions. Base Resources has agreed to use its best endeavors to procure that its respective directors do not change, withdraw, qualify or modify such recommendation, subject to customary exceptions. In addition, the Deed provides that, during the period from the date of the Deed until the termination of the Deed in accordance with its terms, each party is subject to certain restrictions on its ability to solicit alternative acquisition proposals from third parties, to provide information to third parties and to engage in discussions with third parties regarding alternative acquisition proposals, subject to customary exceptions.

Termination and Termination Fees

The Deed contains certain customary termination rights for both parties, including, among others, (a) if the Scheme is not implemented by the date which is 8 months from the date of the Deed, (b) the parties are unable to agree on a revision to the terms of the Scheme after a failure of certain conditions precedent to the Scheme, (c) either party is in material breach of any of its obligations under the Deed, subject to certain cure periods or (d) either party's board of directors makes an adverse change in recommendation or publicly endorses a competing proposal.

Under the Deed, Base Resources will be required to make a payment of $2.4 million to Energy Fuels if, during the Exclusivity Period (as defined in the Deed), the Deed is terminated (i) as a result of an adverse change in recommendation by any director of Base Resources (subject to certain customary exceptions), (ii) as a result of a "Competing Proposal" (as defined in the Deed) being made or announced and Base Resources completing a Competing Proposal within 12 months of the date of the termination of the Deed, (iii) as a result of Base Resources receiving a "Superior Proposal" (as defined in the Deed) or (iv) on the basis of a material breach of the Deed by Base Resources.

Under the Deed, Energy Fuels will be required to make a payment of $2.4 million to Base Resources if, during the Exclusivity Period, the Deed is terminated (i) due to a failure of Energy Fuels to satisfy certain conditions precedent, (ii) on the basis of a material breach of the Deed by Energy Fuels or (iii) due to a failure of Energy Fuels or Energy Fuels Bidder to pay the Scheme Consideration in accordance with their obligations under the Deed.

In the event the Scheme becomes effective, no termination fee will be payable by either party.

Additional Information

The foregoing description of the Transaction, the Scheme and the Deed does not purport to be complete and is qualified in its entirety by reference to the full text of the Deed, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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