Australian Strategic Materials Ltd (ASX:ASM, OTC:ASMMF) has agreed to be acquired by Energy Fuels Inc. (TSX:EFR, NYSE-A:UUUU)) via a court-approved scheme of arrangement under a binding Scheme Implementation Deed.
The nes sent ASM's share price sky high. Just before market close, the company was up 120% to $1.59.
Under the proposed scheme, eligible ASM shareholders would receive an implied value of A$1.60 per share, comprising 0.053 Energy Fuels shares (or CDIs) per ASM share (implied equity value of A$1.472) plus an unfranked special dividend of up to A$0.13 per ASM share, subject to conditions.
Energy Fuels has also agreed to establish a secondary ASX listing, allowing ASM shareholders to receive consideration as Energy Fuels shares (NYSE/TSX) or ASX-quoted CDIs.
Premium and implied valuation
ASM said the implied A$1.60 per share value equates to an equity value of about A$447 million on a fully diluted basis and represents a premium of 121% to ASM’s last close of A$0.725 (January 20, 2026), 133% to the 30-day VWAP and 110% to the 60-day VWAP.
ASM’s board has unanimously recommended shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) the transaction is in shareholders’ best interests.
Managing director and CEO Rowena Smith said the proposed transaction delivers a significant premium while allowing shareholders to retain exposure to the upside of a larger, better capitalised critical minerals group, adding it would accelerate ASM’s mine-to-metals strategy and help de-risk delivery.
“This proposed combination delivers a significant premium for ASM shareholders and ensures our shareholders retain the opportunity to participate in the substantial upside of a larger, better capitalised critical minerals business. We are pleased to recommend this transaction not only for the value it delivers but it accelerates the execution of our mine to metals strategy in a way that unlocks greater scale, de-risks delivery and positions us to capture the full potential of our rare-earths opportunity.”
Strategic rationale and benefits to ASM shareholders
ASM says the proposed scheme aligns with its strategy to build a vertically integrated critical minerals business, offering shareholders a mix of an implied premium to recent trading levels and ongoing exposure to a larger, better-funded and more diversified critical minerals group.
Benefits include:
1. Exposure to a Western “mine-to-metal” rare earths supply chain
ASM expects the transaction to accelerate its mine-to-metals strategy by providing shareholders exposure to an ex-China rare earths supply chain spanning mining, processing, separation, metallisation and alloying, supported by Energy Fuels’ feedstock and processing assets.
2. Access to Energy Fuels’ operating track record and government-aligned strategy
If implemented, ASM shareholders would gain exposure to Energy Fuels’ solvent extraction experience at the White Mesa Mill in Utah, as well as its capability in developing and operating upstream mining assets. ASM also points to Energy Fuels’ position to access US government funding and incentives, and says the combination aligns with the objectives of the US–Australia Critical Minerals Framework.
3. Ownership in a larger, better-capitalised group
Under the scheme, ASM shareholders would become shareholders or CDI holders in Energy Fuels, which is listed on the NYSE and TSX and is proposed to list on the ASX. ASM says the enlarged group would have a diversified portfolio across uranium, rare earths and mineral sands, stronger access to global capital markets and improved prospects for government funding support.
4. Implied value uplift and partial cash crystallisation
ASM shareholders would be entitled to a total implied value of A$1.60 per share, which ASM says represents a material premium to recent trading prices, with part of the value delivered via the special dividend.
5. Near-term cash return with ongoing equity participation
The proposed special dividend of up to A$0.13 per share would provide a near-term cash component, while the share/CDI consideration would allow shareholders to retain exposure to potential upside in the combined business.
6. Continued exposure to a growth pipeline
ASM says shareholders would retain leverage to future value creation from the expansion of Energy Fuels’ rare earth separation capacity and the development of its broader project pipeline, including Donald, Vara Mada, Bahia and ongoing exposure to the Dubbo Project.
Option scheme and conditions
Alongside the main transaction, Energy Fuels and ASM have agreed to a separate but concurrent option scheme, under which ASM listed optionholders (ASX: ASMO) would receive A$0.50 cash per option. The main scheme is not conditional on the option scheme, although the option scheme is conditional on the main scheme becoming effective.
Conditions include shareholder and court approval, an independent expert report, and regulatory approvals including FIRB, as well as approvals relating to the listing and quotation of the share or CDI consideration.
Indicative timetable
ASM expects to dispatch a scheme booklet in due course, with the scheme meeting targeted for Q2 2026 and implementation expected before June 30, 2026, subject to approvals.