Energy Fuels signed a cross-border Merger Agreement to acquire VAC Group holding companies in a cash-and-stock deal that includes $718 million in cash, 65,853,000 common shares and potential preferred shares for value protection. In connection with closing, the company plans to implement a 12-month lock-up for selling shareholders and an Investors' Rights Agreement with board and registration rights. Separately, Energy Fuels obtained a $250 million senior secured term loan commitment from Goldman Sachs to help fund the transaction. These steps aim to expand the company’s rare earth capabilities while maintaining financing flexibility and post-close stability.

Agreement 1: Energy Fuels to Acquire VAC Group Units in Cash-and-Stock Deal; $718M Cash Plus Shares, Prefs

  • Agreement type: Agreement and Plan of Merger
  • Counterparty: VAC Group
  • Signed / Effective: Jun 23 2026 / same
  • Duration / Termination: Until Closing
  • Reason: Expand rare earth and critical minerals platform

Agreement 2: Energy Fuels Sets 12-Month Lock-Up With Staged Release for VAC Sellers

  • Agreement type: Lock-Up Agreement
  • Counterparty: Holder and Minority Holders
  • Duration / Termination: 12 months
  • Reason: Align interests and support market stability post-closing

Agreement 3: Energy Fuels Grants Board Seat, Veto and Registrations to VAC Sellers Under Investors’ Rights Deal

  • Agreement type: Investors’ Rights Agreement
  • Counterparty: Holder and Minority Holders
  • Duration / Termination: Board/veto while ownership ≥7.5%; 2-year standstill
  • Reason: Facilitate governance alignment and provide liquidity rights

Agreement 4: Energy Fuels Secures $250 Million Senior Secured Term Loan Commitment From Goldman Sachs

  • Agreement type: Senior secured term loan commitment
  • Counterparty: Goldman Sachs Bank USA
  • Signed / Effective: Jun 23 2026 / same
  • Reason: Finance the acquisition and strategic initiatives

Original SEC Filing:

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