Mr. Mark Chalmers reports

ENERGY FUELS ANNOUNCES AGREEMENT FOR TRANSFORMATIONAL ACQUISITION OF BASE RESOURCES, CREATING A GLOBAL LEADER IN CRITICAL MINERALS PRODUCTION WITH A FOCUS ON URANIUM, RARE EARTH ELEMENTS AND HEAVY MINERAL SANDS

Energy Fuels Inc. has executed a definitive scheme implementation deed with Base Resources Ltd., pursuant to which Energy Fuels has agreed to acquire 100 per cent of the issued shares of Base Resources in consideration for: (i) 0.0260 Energy Fuels common share; and (ii) 6.5 Australian cents in cash, payable by way of a special dividend by Base Resources to its shareholders for each Base Resources ordinary share held, for a total equity value of approximately $375-million (Australian) (1). The transaction will be effected by way of a scheme of arrangement under Australia's Corporations Act. Unless otherwise indicated in this news release, all references to dollars are references to U.S. dollars.

Key transaction highlights:

• The transaction will unlock significant value for both Energy Fuels' and Base Resources' shareholders due to valuable and clearly identifiable synergies.
• Base Resources' Toliara project in Madagascar is a world-class, advanced-stage, low-cost and large-scale heavy mineral sands project. In addition to its stand-alone, ilmenite, rutile (titanium) and zircon (zirconium) production capability, the project also contains large quantities of monazite, which is a rich source of the magnet rare earth elements used in electric vehicles and a variety of clean energy and advanced technologies.
• Subject to receipt of further required government of Madagascar approvals, the monazite can be recovered as a byproduct of ilmenite and zircon production at a low incremental cost, thereby adding to Toliara's world-class ilmenite and zircon capability at a cost of production that the company expects to be globally competitive, and will position Energy Fuels to be a first-tier REE oxide producer.
• Once in production, the monazite from Toliara will provide a large portion of the raw materials needed for Energy Fuels' rapidly expanding and world-competitive REE oxide production facility at the mill. Since 2021, Energy Fuels has proved its technical capabilities, speed to market and competitiveness in a manner that is not being accomplished by any other facility in North America, first by processing monazite to produce a mixed REE carbonate at the mill, which it has been selling into the commercial REE market since 2021, and now by the commissioning of its phase 1 NdPr separation facility at the mill.
• Energy Fuels is currently engaged in high-level discussions with numerous U.S. government agencies and other offices, which provide financial support for critical mineral projects within the United States and internationally, which may include grants, low-interest debt, non- or limited-recourse debt, loan guarantees, and other support vehicles.
• Energy Fuels is also releasing an AACE International Class 4 prefeasibility study (not a prefeasibility study subject to or intended to be compliant with National Instrument 43-101 or Subpart 1300 of Regulation S-K) dated April 22, 2024, prepared by Roger Mason, engineering manager, WSP USA Environment & Infrastructure Inc., indicating globally competitive capital and operating costs for its planned phase 2 expanded REE oxide production at the mill, which will be filed on EDGAR and will be available on SEDAR+ and on the company's website.
• With the mill's unique, globally competitive, United States-based REE production capability, Energy Fuels is uniquely positioned to unlock significant value from Toliara's low-cost monazite production in a manner that the company believes no other facility in the U.S. is capable of at this time.
• Monazite from Toliara will also provide material quantities of low-cost uranium production at the mill over the life of the project, which will supplement Energy Fuels' United States-leading uranium production capacity.
• This addition of a low-cost source of REE raw materials to Energy Fuels' globally competitive U.S. REE production infrastructure, along with a sustainable low-cost source of uranium production, is expected to be highly accretive to Energy Fuels' shareholders on a net asset value per share basis, with potential to unlock significant further upside.
• As part of this transaction, Energy Fuels will also gain Base Resources' proven leadership and heavy mineral sands operations team, which have an exceptional record of responsible asset development, construction, commissioning and profitable production in Africa. The Base Resources team will not only continue to oversee the development and operation of Toliara, but will also enhance Energy Fuels' heavy mineral sands teams in Australia and Brazil, thus allowing the company to maximize the value of all projects to the company's shareholders.
• The offer is unanimously recommended by Base Resources' board of directors, and Base Resources has also received voting intention statements from each of Base Resources' two major shareholders, confirming that they each intend to vote in favour of the scheme (2). Those two shareholders respectively hold 26.5 per cent and 24.8 per cent of Base Resources' shares. In addition, each of Base Resources' directors, holding (in aggregate) an additional 1.2 per cent of Base Resources' shares, has confirmed an intention to vote in favour of the scheme (2).
• Energy Fuels will host an investor webcast and conference call on April 22, 2024, at 8 a.m. Eastern Time (10 p.m. Australian Eastern Standard Time).

Mark S. Chalmers, president and chief executive officer of Energy Fuels, stated: "The acquisition of Base Resources and the Toliara project represents a monumental leap forward for the company as we continue to execute on a truly revolutionary REE, uranium and critical mineral combined strategy. For the past four-plus years, Energy Fuels has innovated a new way to produce critical minerals that we believe is more cost competitive than traditional approaches by leveraging our uranium-processing expertise and infrastructure to develop a secure, United States-centric REE oxide supply chain.

"At the same time, we plan to maintain our leadership and profitability in our core U.S.-based uranium business without diminishing our uranium capabilities or uranium growth potential in any way. In fact, Toliara will provide a steady, low-cost source of uranium for the company over the life of the project.

"To date, we have secured long-term sources of REE concentrate through offtake (Chemours) and direct ownership (the company's 100-per-cent-owned Bahia project in Brazil once developed, and potentially 100-per-cent ownership of Base Resources' Toliara project, and further potential offtakes through a joint venture being negotiated with Astron Corp. Ltd. (the Astron Donald project in Australia)). Toliara is expected to be the cornerstone source of feedstock supply to the mill, with the scale to provide an average of 21,800 tonnes of rare earth-bearing monazite per year at a cost that we believe will be at or below other leading global REE producers, including those in China.

"Energy Fuels has proven its REE processing capabilities at our mill in Utah as we have commercially produced a high-purity mixed REE carbonate since 2021. We recently completed construction of and are currently commissioning the phase 1 REE separation circuit at the mill, designed to produce up to 1,000 tonnes of NdPr oxide per year, which would be sufficient to supply enough magnet REE oxides to produce 500,000 to one million EVs per year. We have also released the mill PFS announcing what we believe to be globally competitive capital and REE production costs. Based on these highly compelling economics and the expected consummation of the Base Resources and Astron transactions, Energy Fuels is also planning to update the phase 2 REE separation infrastructure for the mill to expand our production capacity to 4,000 to 6,000 tonnes of NdPr oxide per year, along with 150 to 225 tonnes of Dy oxide and 50 to 75 tonnes of Tb oxide per year, which would supply enough magnet REE oxides to power three [million] to six million EVs per year. This would put Energy Fuels in the REE oxide production capacity category of the other major western REE suppliers.

"We plan to supply REE oxides to U.S., European and Asian EV, wind energy and other clean energy manufacturers, along with emerging commercial REE metal-making, alloying and magnet-making facilities now under development in the U.S. We also plan to be a reliable supplier to the U.S. defence industry, which could include offtake for other REE oxides, besides the magnet oxides, contained in monazite. This acquisition, along with the mill's current and planned REE separation capability, will go a long way in establishing a western REE supply chain. Energy Fuels is also in high-level discussions with numerous U.S. government agencies and offices that support critical mineral projects, and we look forward to advancing these discussions as we continue to build our REE business.

"The transaction will not only secure a world-class project for Energy Fuels at a highly attractive acquisition price compared to the fundamental value of the project but will also secure a mine development and operations team with a successful track record of designing, constructing and profitably operating a world-class heavy mineral sands operation in Africa."

Tim Carstens, managing director of Base Resources, commented: "This transaction reflects the exceptional quality of the Toliara project and the efforts of the Base Resources team over several years to advance the project towards construction readiness. The combined company will have the financial and technical capability to not only build Toliara into one of the best critical mineral projects in the world, but also to develop an integrated value chain for the rare earth elements that are essential to the global energy transition. Shareholders of Base Resources will receive both a compelling and immediate premium and the opportunity to further participate in the market recognition and development of a company with a unique diversified position in the critical minerals landscape."

About Toliara

The Toliara project is a world-class, advanced-stage, large-scale critical mineral deposit underpinned by the ilmenite, zircon and monazite-rich Ranobe deposit in southwestern Madagascar.

On Sept. 27, 2021, Base Resources released the outcomes of its updated and enhanced definitive feasibility study (3) for the Toliara project, which calculated an after-tax NPV10 (10-per-cent discount rate) of $1-billion, after-tax internal rate of return of 23.8 per cent, undiscounted life-of-mine free cash flows of $5.9-billion and initial capital expenditures of $520-million to achieve first production. According to the DFS2, the Ranobe deposit's estimated ore reserves of 904 million tonnes at 6.1 per cent heavy mineral are sufficient to support an initial 38-year mine life (4). These results are based on the production of ilmenite and zircon alone.

The Ranobe deposit also contains large quantities of monazite, which is a rich source of the magnet REEs neodymium and praseodymium, dysprosium, and terbium, used in EVs and a variety of clean energy and advanced technologies, that can be recovered as a byproduct of ilmenite and zircon production at the project.

In response to rising demand for REEs, on Dec. 14, 2023, Base Resources released a prefeasibility study for Toliara (5) on the production of monazite through the concentration of the existing waste stream from the DFS2 mineral sands processing facilities. Based on the combined outcomes of DFS2 and the monazite PFS, Toliara has an overall after-tax NPV10 (10-per-cent discount rate) of $2.0-billion, after-tax IRR of 32.4 per cent, undiscounted life-of-mine free cash flows of $10.7-billion and initial capital expenditures of $591-million, which included additional incremental capital expenditures of $71-million for monazite production, over the 38-year mine life. As the monazite is an add-on to the stand-alone ilmenite and zircon production, and would be produced through concentration of the waste stream from processing of the mined ore reserves, the mineral resources and reserves at the project did not change. The monazite PFS thus demonstrated that world-class monazite production capability can be added to Toliara's already stand-alone, world-class ilmenite and zircon production capability at a low incremental cost of production, thereby allowing the monazite production to withstand low or variable REE oxide markets.

Toliara is expected to be Energy Fuels' cornerstone source of monazite supply, providing a long-term and large-scale supply of monazite (21,800-tonne-per-year average monazite production) to the mill for processing into REE oxides and other advanced REE materials, along with the recovery of contained uranium. As the monazite will be a very low-cost byproduct of Toliara's primary ilmenite and zircon production, the total cost of production of REE oxides at the mill is expected to be low and globally competitive.

Processing monazite from Toliara will also add approximately 75,000 pounds of low-cost uranium production (at an incremental cost of approximately $8 per pound) per year at the mill, totalling approximately three million pounds of recovered U3O8 over the life of the project. This will provide a reliable low-cost stream of uranium production at the mill that will be able to withstand lower uranium prices and will supplement Energy Fuels' United States-leading uranium production capacity from other mines and sources.

Base Resources has a proven leadership and mineral sands operations team with an exceptional record of responsible and profitable production at its winding-down heavy mineral sands project in Kwale county, Kenya, all of which is expected to join the Energy Fuels management team upon completion of the transaction. The Base Resources team will continue to manage Toliara, and will enhance Energy Fuels' teams in Australia and Brazil, thus allowing the company to maximize the value of all projects to shareholders.

Although the Toliara project holds a mining permit that allows production of ilmenite, rutile and zircon, development at the project was suspended by the government of Madagascar pending negotiation of fiscal terms applying to the project. With the recent adoption of a new Mining Code in Madagascar and Base Resources and the government of Madagascar making sound progress on fiscal terms negotiations, the company believes the suspension will be lifted, and the required legal and fiscal stability achieved, during 2024. Aspects intended to facilitate the inclusion of monazite on the project's mining permit as soon as reasonably practicable after fiscal terms are agreed are included in the scope of current negotiations. However, there can be no assurance as to the timing of completion of fiscal terms negotiations and lifting of the current suspension, the timing for achieving sufficient legal and fiscal stability, or the timing for approval of the addition of monazite to the mining permit. If such approvals are not obtained, or obtained on terms less favourable than expected, this could delay any final investment decision in relation to the project or prevent or otherwise have a significant effect on the development of the project or ability to recover monazite from the project.

Highlights of Toliara's economics are presented herein.

Mill synergies

On April 22, 2024, Energy Fuels will release its mill PFS, projecting globally competitive capital and operating costs for planned expanded REE oxide production at the mill. The mill is currently commissioning its phase 1 NdPr separation facility, which has been constructed within the mill's existing solvent extraction building and is designed to process up to 10,000 tpy of monazite to produce up to 1,000 tpy of NdPr oxide.

The economics detailed in the mill PFS are for the phase 2 expansion of REE separation capacity in one or more additional facilities at the mill, capable of processing 30,000 tpy of monazite to produce approximately 3,000 tpy of NdPr oxide. The mill PFS shows globally competitive capital expenditures of $348-million for the 30,000-tonne-per-year phase 2 separation facility and an average processing cost of $29.88 per kilogram NdPr. This analysis does not include any capital or operating costs associated with the recovery of Dy and Tb or any revenues associated with the sales of those heavy REE oxides.

Upon completion of the transaction, Energy Fuels plans to update the DFS2 and the monazite PFS and reissue those reports in a form that complies with National Instrument 43-101 and S-K-1300, and that also updates and incorporates the results of the mill PFS to expand phase 2 production capacity from a 30,000-tonne-per-year monazite process plant capable of producing approximately 3,000 tpy of NdPr oxide to a 40,000- to 60,000-tonne-per-year monazite process plant capable of producing approximately 4,000 to 6,000 tpy of NdPr oxide, along with Dy and Tb oxides.

The details of the mill PFS are presented herein.

See the mill PFS, which will be available on the company's website, SEDAR+ and EDGAR, for important information about its scope, key assumptions, qualifications and risks.

Transaction overview and timeline

Under the terms of the scheme, if approved, each Base Resources shareholder will receive: (i) 0.0260 Energy Fuels common share; and (ii) 6.5 Australian cents in cash, payable by way of a special dividend, representing an implied price of 30 Australian cents per Base Resources share (4).

The scheme consideration represents a premium of 173 per cent to the Base Resources 20-day volume-weighted average price up to and including April 19, 2024, of 11 Australian cents. Immediately following implementation of the scheme, Energy Fuels and Base Resources shareholders will own approximately 83.6 per cent and 16.4 per cent (6) of Energy Fuels postclosing, respectively.

The scheme is subject to customary closing conditions, including: (a) approval by at least 75 per cent of the number of votes cast and more than 50 per cent of the number of Base Resources shareholders present and voting at the meeting of the shareholders of Base Resources to approve the scheme; (b) approval by the Federal Court of Australia; (c) the independent expert concluding that the scheme is in the best interests of Base Resources shareholders; (d) certain government and regulatory approvals, including the Foreign Investment Review Board of Australia, Malagasy Competition Council, the Toronto Stock Exchange and the NYSE American; (e) no material adverse change or prescribed event to Base Resources or Energy Fuels; and (f) other customary closing conditions.

The SID also contains customary deal protection mechanisms, including a no-shop and no-talk provision, matching rights, and notification rights for Energy Fuels, subject to customary exceptions, and a termination fee payable by Base Resources in certain circumstances in the amount of 1 per cent of the transaction value (or $2.4-million (U.S.)). The SID also provides for a reverse break fee in the same amount payable by Energy Fuels in certain circumstances.

A scheme booklet setting out the key terms of the scheme, the independent expert's report and the reasons for the Base Resources director recommendation will be sent to all Base Resources shareholders in due course. The scheme meeting is expected to be held in late July/early August, 2024, with the transaction anticipated to close in the third quarter of 2024, subject to satisfaction of all conditions, including receipt of all necessary approvals.

Full details of the terms and conditions of the scheme are set out in the SID that will be available on Energy Fuels' SEDAR+ profile and on Energy Fuels' EDGAR profile.

Board of directors' recommendation and shareholder support

The board of directors of Energy Fuels has unanimously approved the scheme, including, without limitation, the scheme consideration.

The board of directors of Base Resources has unanimously recommended that all Base Resources shareholders vote in favour of the scheme at the scheme meeting, in the absence of a superior proposal and subject to the independent expert concluding (and continuing to conclude) that the scheme is in the best interests of Base Resources shareholders. Subject to those same qualifications, all directors of Base Resources intend to vote (or cause to be voted) all Base Resources shares which they own or control in favour of the scheme, representing approximately 1.2 per cent of the issued and outstanding Base Resources shares.

In addition, Base Resources' two largest shareholders, Pacific Road Capital Management GP II Ltd. and Pacific Road Capital II Pty. Ltd. (owning 26.5 per cent of Base Resources shares on issue) and Sustainable Capital Ltd. (owning 24.8 per cent of Base Resources shares on issue), have each provided a voting intention statement to Base Resources confirming that they intend to vote all of the Base Resources shares that they hold or control in favour of the scheme, subject to no superior proposal emerging and the independent expert concluding (and continuing to conclude) that the scheme is in the best interests of shareholders.

Advisers and counsel

In connection with the scheme, Energy Fuels has engaged BMO Capital Markets and SCP Resource Finance as its financial advisers, and Dentons Canada LLP as its Canadian legal counsel, Dentons Australia Ltd. as its Australian legal counsel, and Dorsey & Whitney LLP as its U.S. legal counsel. Base Resources has engaged Azure Capital as its financial adviser, and Herbert Smith Freehills as its Australian legal adviser.

Investor call and webcast

Energy Fuels will be hosting a conference call and webcast on Monday, April 22, 2024, at 8 a.m. ET (10 p.m. Australian Eastern Standard Time), to discuss the transaction.

You may dial into the conference call and participate in the question-and-answer session by calling 1-888-664-6392, and you will be connected to the call by an operator.

You may also see viewer-controlled webcast slides and/or connect to a stream audio of the call.

A replay of the call will be available until May 6, 2024, by calling 888-390-0541 or 416-764-8677 and entering the replay code 227391 followed by the number sign.

The investor call presentation slides can be viewed on the company's website.

Qualified person

The technical information in this press release has been prepared in accordance with Joint Ore Reserves Committee standards and reviewed on behalf of the company by Dan Kapostasy, vice-president, technical services, of Energy Fuels Resources (USA) Inc., a qualified person under both SK-1300 and National Instrument 43-101 regulations. The Joint Ore Reserves Committee-compliant mineral resources and reserves contained herein were disclosed by Base Resources on Dec. 14, 2023. A qualified person has not done sufficient work to classify these estimates as current NI 43-101 or S-K 1300 estimates of mineral resources, mineral reserves or exploration results. Accordingly, Energy Fuels is not treating these estimates as a current estimate of mineral resources, mineral reserves or exploration results, and is treating the information discussed herein relating to Toliara as historical in nature.

About Energy Fuels Inc.

Energy Fuels is a leading United States-based uranium and critical mineral company. The company, as the leading producer of uranium in the United States, mines uranium and produces natural uranium concentrates that are sold to major nuclear utilities for the production of carbon-free nuclear energy. Energy Fuels recently began production of advanced REE materials, including mixed REE carbonate, and plans to produce commercial quantities of separated REE oxides commencing in 2024. Energy Fuels also produces vanadium from certain of its projects, as market conditions warrant, and is evaluating the recovery of radionuclides needed for emerging cancer treatments. Its corporate offices are in Lakewood, Colo., near Denver, and substantially all its assets and employees are in the United States. Energy Fuels holds two of America's key uranium production centres: the White Mesa mill in Utah and the Nichols Ranch in situ recovery project in Wyoming. The White Mesa mill is the only conventional uranium mill operating in the U.S. today, has a licensed capacity of over eight million pounds of triuranium octoxide per year and has the ability to produce vanadium when market conditions warrant, as well as REE products, from various uranium-bearing ores. The Nichols Ranch ISR project is on standby and has a licensed capacity of two million pounds of U3O8 per year. The company recently acquired the Bahia project in Brazil, which is believed to have significant quantities of titanium (ilmenite and rutile), zirconium (zircon) and REE (monazite) minerals. In addition to the above production facilities, Energy Fuels also has one of the largest National Instrument 43-101-compliant uranium resource portfolios in the U.S. and several uranium and uranium/vanadium mining projects in production, on standby, and in various stages of permitting and development. The primary trading market for Energy Fuels' common shares is the NYSE American under the trading symbol UUUU, and the company's common shares are also listed on the Toronto Stock Exchange under the trading symbol EFR.

About Base Resources Ltd.

Base Resources is an Australian-based, African-focused, mineral sands producer and developer with a record of project delivery and operational performance. Base Resources operates the established Kwale operations in Kenya and is developing the Toliara project in Madagascar. Base Resources is an Australian Securities Exchange- and Alternative Investment Market-listed company.

(1) Based on: (a) Base Resources' fully diluted ordinary shares on issue of 1,239,116,949 (including performance rights that will vest by virtue of the transaction); (b) a share exchange ratio of 0.0260; (c) Energy Fuels' closing share price on April 19, 2024, of $5.84 per share; and (d) 6.5 Australian cents per Base Resources share in cash.

(2) In the absence of a superior proposal and subject to the independent expert concluding (and continuing to conclude) that the scheme is in the best interests of shareholders.

(3) The financial information relating to the Ranobe deposit's mineral sands is based on the definitive feasibility study prepared on Sept. 27, 2021. This study constituted a feasibility study for the purposes of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 edition (JORC), and the ore reserves underpinning this study were estimated in accordance with JORC. The results from this study and the estimated ore reserves may not be comparable with (as the case may be) data or estimates under either NI 43-101 or S-K 1300.

(4) The JORC estimate of ore reserves is presented for informational purposes only. A qualified person has not done sufficient work to classify these estimates as current NI 43-101 or S-K 1300 estimates of mineral resources, mineral reserves or exploration results. Energy Fuels is not treating these estimates as a current estimate of mineral resources, mineral reserves or exploration results.

(5) The production and financial information relating to the Ranobe deposit's monazite is based on the prefeasibility study prepared on Dec. 14, 2023. This study constituted a prefeasibility study for the purposes of JORC, and the mineral resources underpinning this study were estimated in accordance with JORC. The results from this study and the estimated mineral resources may not be comparable with (as the case may be) data or estimates under either NI 43-101 or S-K 1300.

(6) Based on Base Resources fully diluted ordinary shares on issue of 1,239,116,949 (including performance rights that will vest by virtue of the transaction), Energy Fuels undiluted common shares on issue of 163,651,897 and a share exchange ratio of 0.026.

We seek Safe Harbor.