Creating a uniquely positioned, vertically integrated rare earths supply chain

Australian Strategic Materials Ltd (ASM) entered into a binding Scheme Implementation Deed (SID) with Energy Fuels Inc. (NYSE: UUUU; TSX: EFR) (Energy Fuels) on 21 January 2026.

Under the SID, Energy Fuels has agreed to acquire 100% of the fully paid ordinary shares of ASM (ASX: ASM) by way of a members’ scheme of arrangement (Share Scheme) and 100% of ASM’s listed options (ASX: ASMO) by way of a separate but concurrent creditors’ scheme of arrangement (Option Scheme), both under Part 5.1 of the Corporations Act 2001 (Cth) (together, the Schemes).

Logos of ASM and Energy Fuels with a plus sign between them, indicating a partnership or collaboration.

Scheme Booklet

Download the Scheme Booklet

Deal Announcement

Read the deal announcement

Energy Fuels

Visit the Energy Fuels website

Scheme Consideration

The consideration to be provided by Energy Fuels to each holder of ASM shares on the record date for the Share Scheme will be:

  • an amount of A$0.13 cash; and
  • 0.053 Energy Fuels shares or 0.053 Energy Fuels CHESS Depositary Interests (as applicable),

for each ASM share.

Under the terms of the Option Scheme, Scheme Optionholders will receive a cash consideration of $0.50 for each ASM Option, subject to the Option Scheme becoming Effective.

Further information regarding the Schemes, including eligibility and key conditions, is set out in section 4 of the Scheme Booklet.

Scheme Booklet

The Scheme Booklet is an important document for ASM Shareholders and Optionholders. The Scheme Booklet provides ASM Securityholders with comprehensive information in relation to the proposed combination of ASM and Energy Fuels, and has been approved by the Federal Court of Australia and the Australian Securities and Investments Commission (ASIC). The Scheme Booklet also includes an Independent Expert’s Report that opines on whether the transaction is in the best interest of ASM shareholders.

ASM Securityholders should read the Scheme Booklet, including the annexed materials, carefully in its entirety before making a decision about how to vote at the Scheme Meetings. If ASM Securityholders are in doubt about anything in the Scheme Booklet, they should contact their independent legal, financial, tax or other professional adviser.

Access the Scheme Booklet

Scheme Meetings

For the Schemes to proceed, the Share Scheme must be approved by the Requisite Majorities of ASM Shareholders at the Share Scheme Meeting, the Option Scheme must be approved by the and ASM Optionholders at the Option Scheme Meeting, and each Scheme must be approved by the Federal Court of Australia. The Option Scheme is conditional on the Share Scheme becoming effective, however, the Share Scheme is not conditional on the Option Scheme becoming effective. Further details are set out in Section 3 of the Scheme Booklet.

Share Scheme Meeting

The Share Scheme Meeting will be held at 11:00am (AWST) on Monday, 22 June 2026 at Dexus Place Perth, Level 16, 240 St Georges Terrace, Perth WA 6000.

Each ASM Shareholder who is registered on the ASM Share register at 7:00pm (AEST) on Saturday, 20 June 2026 will be entitled to vote on the Share Scheme.

All ASM Shareholders are encouraged to vote by attending the Share Scheme Meeting in person or alternatively by completing the relevant proxy form accompanying the Scheme Booklet.

Option Scheme Meeting

The Option Scheme Meeting will be held on the later of 11:30am (AWST) and the conclusion of the Share Scheme Meeting on Monday, 22 June 2026 at Dexus Place Perth, Level 16, 240 St Georges Terrace, Perth WA 6000.

Each ASM Optionholder who is registered on the ASM Option register at 7:00pm (AEST) on Saturday, 20 June 2026 will be entitled to vote on the Option Scheme.

All ASM Optionholders are encouraged to vote by attending the Option Scheme Meeting in person or alternatively by completing the relevant proxy form accompanying the Scheme Booklet.

Recommendation of ASM Directors

After careful consideration of the advantages and disadvantages of the Schemes, and having regard to the alternative options available to ASM, your ASM Board unanimously recommends that:

  • ASM Shareholders vote in favour of the Share Scheme; and
  • ASM Optionholders vote in favour of the Option Scheme,

in each case in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Schemes are in the best interests of ASM Securityholders. Subject to the same qualifications, each ASM Director intends to vote, or procure the voting of, all Director ASM Shares and Director ASM Options in favour of the relevant Scheme, which represents 13.91% of the total ASM Shares on issue and 5.93% of the total ASM Options on issue as at the Last Practicable Date.

In addition to the reasons outlined above, other reasons for the Directors’ unanimous recommendation are set out in Section 1.1 of the Scheme Booklet. There are reasons you might consider voting against the Schemes, which are set out in Section 1.2 of the Scheme Booklet. The Scheme Booklet also outlines the risk factors relating to the implementation of the Schemes, the Combined Company and Energy Fuels Shares (as set out in Sections 8.2, 8.3 and 8.4) which should be read in conjunction with the risks relating to the ASM Group if the Schemes are not implemented (as set out in Section 8.5).

Frequently asked questions

ASM Shareholders on the ASM Share Register as at 5.00pm (AWST) on the Scheme Record Date are entitled to participate in the Share Scheme. If the Share Scheme is approved and implemented, those ASM Shareholders who are not Ineligible Foreign Shareholders will be issued New Energy Fuels CDIs (or New Energy Fuels Shares, if validly elected) and the Cash Consideration as their Share Scheme Consideration.

ASM Shareholders who are Ineligible Foreign Shareholders will not receive New Energy Fuels CDIs or New Energy Fuels Shares. Instead, they will receive their pro rata share of the Net Cash Proceeds in accordance with the Sale Facility under the Share Scheme.

ASM Option holders on the ASM Option Register as at 5.00pm (AWST) on the Option Scheme Record Date are entitled to participate in the Option Scheme. If the Option Scheme is approved and implemented, those ASM Option holders will be issued the Option Scheme Consideration.

The Independent Expert has concluded that the Schemes are fair and reasonable and in the best interests of ASM Shareholders and ASM Optionholders, respectively, in the absence of a Superior Proposal. You are encouraged to read the Independent Expert’s Report in full, which is contained in Annex 1 of the Scheme Booklet.

Details of how to vote are set out in Section 3 of the Scheme Booklet and are also included in the Notice of Share Scheme Meeting set out in Annex 7 and Notice of Option Scheme Meeting set out in Annex 8 of the Scheme Booklet.

Ineligible Foreign Shareholders are Share Scheme Shareholders whose address shown in the ASM Share Register at the Scheme Record Date is in a place outside:

  • Australia and its external territories; and
  • New Zealand,

unless Energy Fuels (after consultation with ASM) determines that it is lawful and not unduly onerous or unduly impractical to issue that Scheme Shareholder with New Energy Fuels Shares when the Share Scheme becomes Effective.

If you are an Ineligible Foreign Shareholder, you will not receive New Energy Fuels CDIs or New Energy Fuels Shares under the Share Scheme. Instead, you will receive your pro rata share of the Net Cash Proceeds and the Cash Consideration component of the Share Scheme Consideration. Further information is in section 4.3 of the Scheme Booklet.

Voting is not compulsory. However, your vote is important in deciding whether the Schemes are approved. ASM Securityholders are strongly encouraged to vote. ASM Securityholders who cannot attend the Scheme Meetings may complete and return the personalised proxy form (enclosed with the Scheme Booklet) or alternatively appoint a representative with a power of attorney. See Sections 3.2, 4.6 and 4.7 of the Scheme Booklet for more details.

The taxation implications of the Schemes will depend on your individual circumstances. Section 9 provides a general description of the Australian tax consequences for ASM Securityholders. ASM Securityholders should seek independent tax advice relevant to their particular circumstances.

ASM has applied to the ATO for a class ruling that is expected to confirm the key tax implications of the Share Scheme. Please refer to Section 9 of the Scheme Booklet for more detail.

Please note: Further FAQs can be found in Section 2 of the Scheme Booklet.

Scheme Information Line

If you have any questions in relation to the Schemes or the Scheme Booklet, please contact the ASM Scheme information line on:

  • 1300 644 587 (within Australia); and
  • +61 2 9000 7018 (outside Australia)

between 8:00am and 5:00pm, Monday to Friday (AEST), excluding national public holidays.