Under the Merger Agreement, Energy Fuels will pay aggregate consideration consisting of $718.0 million in cash, 65,853,000 Energy Fuels common shares, and, in certain circumstances, preferred shares. Preferred shares will be issued either to replace common shares that would otherwise exceed the maximum issuable without Canadian shareholder approval, or as a value top-up of up to $135.0 million if Energy Fuels' 20-day volume-weighted average share price ending two trading days before closing falls below a reference price of $20.93 per share. The cash consideration is subject to adjustments for repayment of certain Acquired Companies indebtedness, unpaid transaction expenses, leakage, and permitted interim financing, and $12.5 million otherwise payable at closing will be held in escrow to secure post-closing obligations. In a Form 8-K filed October 13, 2026 containing unaudited pro forma financial information prepared under Article 11 of Regulation S-X, Energy Fuels estimated total Merger consideration at $1,786.4 million as of a September 25, 2026 measurement date (common share price of $11.35), comprising approximately $747.4 million of estimated share consideration (65,853,000 shares, split between 44,353,000 shares not subject to value protection and 21,500,000 shares subject to value protection), $135.0 million of estimated preferred share consideration, $718.0 million of cash consideration, and approximately $185.9 million of VAC debt to be repaid upon change in control. Of the $718.0 million cash consideration, the filing states $379.0 million is expected to go to Ara Partners, $300.0 million directly to the lender of VAC's U.S. entity, and $39.0 million to an escrow agent. A sensitivity table in the same filing shows that a 20% increase in Energy Fuels' share price to $13.62 would raise total Merger consideration to approximately $1,935.9 million, while a 20% decrease to $9.08 would lower it to approximately $1,636.9 million. Separately, VAC's own recent-developments disclosure in that filing described the deal as having "total cash and equity consideration with an implied equity value of approximately $1.9 billion." The preliminary purchase price allocation in the pro forma filing shows net assets acquired of $833.4 million and resulting goodwill of approximately $953.0 million against total estimated consideration of $1,786.4 million; identifiable intangible assets were preliminarily valued at $325.96 million, split between customer relationships ($92.7 million, 20-year life), trademarks/trade names ($60.9 million, 10-year life) and developed technology ($172.4 million, 15-year life).

To help fund the cash portion, Energy Fuels entered into a commitment letter on June 23, 2026 under which Goldman Sachs Bank USA committed to provide a senior secured term loan facility of up to $250 million, to be used together with cash on hand to fund the merger, with no financing condition to closing. Separately, on June 18, 2026 Energy Fuels received a conditional $725 million, 20-year financing commitment from the Department of War's Office of Strategic Capital intended to support expansion of rare earth processing capacity at the White Mesa Mill and a planned U.S. rare earth metals and alloy facility; this financing is not contractually tied to the VAC acquisition but was disclosed in the same 8-K.

Strategically, Energy Fuels describes the VAC acquisition as completing the "last stage of mine-to-magnet vertical integration," combining its upstream rare earth mining, separation and (through its pending/completed Australian Strategic Materials acquisition) metals and alloys capabilities with VAC's downstream permanent-magnet manufacturing. Company materials state the combination is intended to let Energy Fuels "capture value at each conversion step in the supply chain" and "internalize the upstream margin on REE feedstock currently paid to third-party suppliers." VAC is described as a 100-plus-year-old advanced magnetics manufacturer headquartered in Hanau, Germany, with more than 400 patents, over 1,000 customers, and more than one billion rare earth permanent magnets shipped over the past decade, organized into three divisions: Rapid Solidification (soft-magnetic alloys; approximately 48% of FY2025 revenue of about €156 million, 21.5% gross margin), Crystalline (soft-magnetic NiFe/CoFe alloys; approximately 28% of FY2025 revenue, about €91 million, 18.5% gross margin), and Permanent Magnets (sintered NdFeB and SmCo magnets; approximately 24% of FY2025 revenue, about €79 million, 10.4% gross margin). VAC's consolidated (Ara VAC IE Aggregator, LP) revenue was €325.1 million in FY2025 versus €353.5 million in FY2024, with a loss after tax of €87.9 million in FY2025 versus €96.8 million in FY2024; for the six months ended June 30, 2026, revenue was €211.5 million, up 34.8% year over year, with a loss after tax of €57.4 million. VAC's U.S. Sumter, South Carolina magnet facility, operated through subsidiary e-VAC Magnetics LLC, began initial production in the fourth quarter of 2025 with current capacity of 2,000 tonnes per annum of permanent magnets, scalable to 12,000 tonnes per annum, and received U.S. government support including Section 48C investment tax credits. A separate July 2026 Energy Fuels investor presentation (furnished as Exhibit 99.1 to an 8-K filed July 14, 2026) stated an expected run-rate EBITDA of "$400M+" from the Sumter facility at 12,000 tonnes-per-annum capacity and cited a greater than $2 billion annual permanent-magnet customer pipeline across the automotive, defense, robotics and data-center markets, though the presentation did not disclose a specific companywide cost-synergy dollar figure or phase-in schedule for the VAC transaction.

On a pro forma basis combining Energy Fuels, the completed ASM acquisition and the pending VAC acquisition, the October 13, 2026 filing shows a pro forma net loss attributable to Energy Fuels of $118.8 million for the six months ended June 30, 2026 (basic and diluted loss per share of $0.39) and $255.5 million for the year ended December 31, 2025 (basic and diluted loss per share of $0.89), reflecting pro forma weighted-average shares outstanding of 326.1 million and 305.4 million, respectively, after adding 14.8 million shares for the ASM consideration and 65.9 million shares for the VAC consideration. These figures indicate the combined company is pro forma loss-making over the presented historical periods rather than accretive, based on the companies' historical results.

The Merger Agreement, as amended, is subject to customary closing conditions including expiration of the HSR Act waiting period and other specified regulatory approvals, conditional NYSE American and TSX listing approval for the share consideration, execution of an Investors' Rights Agreement, and absence of a material adverse effect. At closing, Holder (the VAC seller entity) will receive the right to nominate one Energy Fuels director and a one-time veto over one independent director nominee, rights that continue only while the Ara Parties collectively hold at least 7.5% of Energy Fuels' outstanding shares; Holder and the Minority Holders will also enter into a Lock-Up Agreement restricting transfers of the share consideration for twelve months post-closing, with scheduled partial releases, and will be subject to standstill restrictions for two years post-closing. Either party may terminate if closing has not occurred by 5:00 p.m. New York time on March 22, 2027, automatically extended to June 22, 2027 if only regulatory conditions remain unsatisfied by that date, or for uncured breach or a final non-appealable injunction. No specific termination fee amount was disclosed in the filings reviewed. On October 13, 2026, the parties entered into a First Amendment to the Merger Agreement (filed as Exhibit 2.1 to the October 13, 2026 Form 8-K) to address an ongoing arbitration dispute between e-VAC Magnetics LLC and a customer over a commercial supply agreement that the customer purported to terminate on July 1, 2026, and to provide for a direct repayment at closing of amounts outstanding under VAC's U.S. credit agreement (the "e-VAC Repayment Amount"), with the agreement stating that Energy Fuels was aware of the customer dispute during negotiation of the original Merger Agreement and that the parties had already incorporated a related purchase price adjustment mechanism; the specific dollar amount of the e-VAC Repayment Amount is redacted in the publicly filed exhibit. VAC's own financial statements reference a note on its ability to continue as a going concern in light of this dispute.

Dorsey & Whitney LLP is identified in the Merger Agreement's notices clause as counsel to Energy Fuels (with copies to attorneys James Guttman and Richard Raymer at the firm's Toronto office). Latham & Watkins LLP is identified in the same notices clause as counsel to Ara Partners and the Holder/Acquired Companies parties (with copies to attorneys Justin Stolte, Ryan Maierson and Ryan Lynch at the firm's Houston office). No financial advisor to either side has been identified in the filings reviewed; the Merger Agreement contains a standard "No Brokers" representation from each side but does not name any investment bank or financial advisor engaged in connection with the transaction.

The transaction remains pending and has not closed. It is distinct from Energy Fuels' separate, already-completed acquisition of Australian Strategic Materials Limited, which closed on August 28, 2026 under a Scheme Implementation Deed for approximately $243.4 million of share and cash consideration; Energy Fuels' filings describe the VAC and ASM transactions together as completing its vertically integrated "mine-to-magnet" rare earth strategy, but only the VAC acquisition is pending as of the most recent filing reviewed.