Energy Fuels announced it has signed a Scheme Implementation Deed to acquire Australian Strategic Materials Ltd. in a transaction the company values at about US$299 million, aiming to create what it describes as the largest fully integrated rare earth “mine-to-metal & alloy” producer outside of China.
Under the proposed scheme of arrangement governed by Australian law, Energy Fuels plans to acquire 100% of ASM’s issued share capital. The deal is designed to combine Energy Fuels’ rare earth oxide production at its White Mesa Mill in Utah with ASM’s downstream rare earth metals and alloy operations, including ASM’s operating Korean Metals Plant and its planned American Metals Plant.
Energy Fuels said White Mesa is the only U.S. facility capable of separating monazite concentrates into both light and heavy rare earth oxides, which it intends to supply into ASM’s metallization and alloying operations in South Korea and the U.S. ASM’s Korean plant is among the limited number of facilities outside China currently producing rare earth metals and alloys, including neodymium-praseodymium, dysprosium and terbium metals, as well as neodymium-iron-boron and dysprosium-iron alloys, Energy Fuels said.
The company framed the acquisition as a push to address a key bottleneck in ex-China supply chains: limited downstream refining, metallization, and conversion capacity for magnet-related applications used in automotive, robotics, energy, and defense. By pairing “low-cost and scalable” separation with metal and alloy conversion, Energy Fuels said it expects to improve vertical integration, capture more margin across the value chain, and increase flexibility to sell products at multiple stages.
Energy Fuels also said the acquisition would expand its development pipeline through ASM’s Dubbo rare earth project in New South Wales, Australia, and complement its existing rare earth feedstock strategy tied to projects in Australia, Madagascar, and Brazil. The company said those projects are intended to support a planned expansion of White Mesa capacity to produce 6,000 tons per year of neodymium-praseodymium oxides, 240 tons per year of dysprosium oxides, and 66 tons per year of terbium oxides. It added that ASM’s planned U.S. metals-and-alloys facility would provide a pathway to build domestic alloy output of 2,000 tons per year by leveraging technology and intellectual property used at ASM’s operating Korean plant.
Energy Fuels said the transaction implies an equity value of approximately A$447 million for ASM and a total implied value of A$1.60 per ASM share, and that it expects the deal to be accretive on net asset value per share with “significant value creation opportunity” tied to margin uplift.
Under the proposed terms, eligible ASM shareholders would receive 0.053 Energy Fuels common shares or CHESS Depository Interests per ASM share—implied by the company to be worth about A$1.47 per ASM share—plus an unfranked special dividend of up to A$0.13 per share. Energy Fuels said ASM option holders would be eligible to receive A$0.50 in cash per option under a separate, concurrent option scheme, though the share acquisition is not contingent on the option scheme proceeding. Following the closing, ASM shareholders as a group would own about 5.8% of Energy Fuels’ outstanding shares.
ASM’s board has unanimously recommended that shareholders vote in favor of the transaction in the absence of a superior proposal and subject to an independent expert concluding the deal is in the best interests of ASM shareholders. Energy Fuels noted that ASM’s directors intend to vote shares and options they hold or control in favor, subject to the same qualifications, including Non-Executive Chair Ian Gandel, whom Energy Fuels said is ASM’s largest shareholder at approximately 13.6% of issued shares through his nominees.
The transaction is subject to ASM shareholder approval, approval by the Federal Court of Australia, clearance by Australia’s Foreign Investment Review Board, and approvals related to listing the Energy Fuels shares on the NYSE and TSX or the CHESS Depository Interests intended to be issued on the ASX. ASM expects to hold its scheme meeting in late May or early June 2026, and—if conditions are satisfied or waived—implement the scheme in late June 2026. Energy Fuels said it expects the deal to close late in the first half of 2026.
Support: Energy Fuels is being advised by Goldman Sachs as financial adviser, with Herbert Smith Freehills Kramer serving as Australian legal adviser, Dentons Canada as Canadian and Korean legal adviser, and Dorsey & Whitney as U.S. legal adviser. ASM is being advised by MA Moelis Australia and Moelis & Company as financial adviser, and A&O Shearman as legal adviser.
KEY QUOTES:
“Energy Fuels is executing our plan to create the largest fully integrated producer of REE materials outside of China, including REE oxides, metals and alloys, while supporting U.S. and allied critical mineral supply chains. The proposed acquisition of Australian Strategic Materials brings us much closer to that goal— to the benefit of Energy Fuels’ shareholders, ASM’s shareholders, and our valued customers.”
“We see an opportunity to deliver an expanded suite of REE products by combining U.S. rare earth oxide production at our White Mesa processing facility in the U.S. with downstream metal and alloy manufacturing capacity at ASM’s Korean Metals Plant, one of the only producing REE metals and alloys facilities outside of China. ASM’s proven skills and intellectual property will also allow us to expand REE metal and alloy capacity in the U.S. Furthermore, we would gain access to ASM’s significant Dubbo Project, providing additional long term REE development and growth opportunities to our existing mineral resource portfolio.”
“Energy Fuels is moving quickly to capture accretive opportunities, differentiate the company among our peers, and ultimately provide unique value to customers in the ex-China rare earth supply chain, which we think will translate into increased margins, cashflows, and market share for the company and our shareholders.”
“Energy Fuels has a proven track record of creating value through M&A in Australia, and it represents a key market to help Energy Fuels grow its rare earth portfolio. We are committed to investing in developing ASM’s Australian projects, supporting the creation of skilled local jobs and boosting the critical resources sector.”
Mark S. Chalmers, CEO, Energy Fuels
