Material Event Form 8 K

Item 8.01. Other Events.

On December 5, 2024, Energy Fuels Inc. ("Energy Fuels" or the "Company") and the Republic of Madagascar (the "Government of Madagascar") entered into a Memorandum of Understanding (the "MOU") setting forth certain key terms applicable to the Company's Toliara titanium, zirconium and rare earth elements ("REE") project (the "Toliara Project" or "Project") located in southwestern Madagascar. As previously announced by the Company on November 28, 2024, the Madagascar Council of Ministers, as Chaired by the President of Madagascar, lifted the suspension on the Toliara Project (the "Suspension") that was originally imposed in November 2019. The lifting of the Suspension allows the Company to continue development of the Project, reestablish community programs and advance activities necessary to achieve a positive final investment decision ("FID").

While the Company is progressing towards an FID, which is expected to be made within approximately 14 months, the Company expects to continue working with the Government of Madagascar to formalize the terms and conditions set out in the MOU through the implementation of a "Stability Mechanism" consisting of one or a combination of the following: (a) submittal of an Investment Agreement to the Parliament of Madagascar ("Parliament") for approval as law and certification of the Toliara Project ("Project Certification") under existing law, establishing a special regime for large-scale investments in the Malagasy mining sector (the "LGIM"); (b) promulgation of amendments and revisions to the existing LGIM (the "LGIM Amendment") in a form that provides for the necessary certainty of financial and legal terms and reasonable financial, operational and legal requirements for large-scale mining projects, then have Project Certification under the amended LGIM, together with an Investment Agreement (if reasonably required) submitted to the Parliament for approval as law; and/or (c) another agreed upon mechanism that achieves the necessary certainty of financial and legal terms and reasonable financial, operational and legal requirements applying to large-scale mining projects.

Under the MOU, the Company has agreed to pay a five percent (5%) royalty (and no other) on mining products and deliver $80 million after Project Certification in development, community and social project funding, including a total of $30 million within 30 days after Project Certification, another $10 million within 30 days after achieving a positive FID and an additional $40 million by the fourth year of operations. In addition, the Company has agreed to spend at least $1 million prior to FID in the Atsimo Andrefana Region on community and social investments, and $4 million annually thereafter, indexed at 2% per annum from commencement of construction after a positive FID. The Company has also committed to developing the Toliara Project in an environmentally, socially and fiscally responsible manner, and to observe the specific protections set out in the MOU. The foregoing payments are not expected to have a material effect on the economics of this Project, which (along with the appropriate disclaimers related to technical disclosure) are described in prior disclosures made by the Company.

Under the MOU, the Company's agreement to pay a 5% royalty on revenues and its commitments to pay the $80 million in development, community and social funding are conditional on: (i) the terms of the Stability Mechanism being adopted in a form that is satisfactory to the Company; (ii) Project Certification having been obtained; and (iii) prior to Project Certification having been obtained, there being no change to the laws of Madagascar (as they apply to the Company and the Toliara Project as at the date of the MOU) that is adverse to the Company or the Toliara Project.

The Government of Madagascar has agreed in the MOU, among other things, to: (i) assist the Company with obtaining all necessary administrative authorizations for the purpose of adding REE-bearing monazite recovery to existing permits; (ii) certify the Project as eligible under the LGIM (or amended LGIM, if applicable) as soon as the LGIM eligibility conditions are met; (iii) support the prompt development of the Toliara Project, including (without limitation) by causing all relevant Madagascar authorities to timely consider and grant all complete applications for permits, licenses or authorizations necessary or desirable for the development and operation of the Toliara Project in accordance with the laws of Madagascar; (iv) maintain the fiscal, legal and customs stability of the Toliara Project; (v) not, directly or indirectly, receive, take or have an interest (including an economic interest or form of production sharing arrangement, and whether carried or free-carried) in the Company or any of its assets, including the Toliara Project; (vi) provide active and public support for the Toliara Project, including by publicly announcing the Government of Madagascar's support for the Toliara Project and its development; and (vii) undertake any LGIM amendments in consultation with relevant stakeholders, including the Company, to ensure that such amendments (or similar instruments with legislative force) provide the necessary certainty of financial and legal terms to address the reasonable financial, operational and legal requirements of large-scale mining projects, and otherwise supports the bankability of the Toliara Project and the ability of the Company to achieve a positive FID.

The MOU and its terms are expressly subject to the foregoing conditions set out in the MOU. There can be no assurance that the foregoing conditions will be satisfied or as to the timing of satisfaction of those conditions, or the timing for approval of the addition of monazite to the mining permit. If such conditions are not satisfied, this could delay any FID in relation to the Toliara Project or prevent or otherwise have a significant effect on the development of the Toliara Project or ability to recover monazite from the Toliara Project.