Australian Strategic Materials Limited (ASM) has confirmed that the Federal Court of Australia, Western Australia Registry, has authorized the rescheduling of shareholder and optionholder meetings to approve the acquisition by Energy Fuels Inc.'s wholly owned subsidiary, EFR Critical Materials Pty Ltd. The Share Scheme Meeting and Option Scheme Meeting are now set for Wednesday, 12 August 2026. The court also approved the distribution of a Supplementary Scheme Booklet featuring updated details and a replacement independent expert's report. This expert reaffirmed that both schemes remain fair, reasonable, and in the best interests of ASM securityholders, provided no Superior Proposal emerges.
Key Highlights
- Energy Fuels Inc., via its subsidiary EFR Critical Materials Pty Ltd, proposes to acquire 100% of ASM's shares and quoted options.
- The Federal Court approved rescheduled Scheme Meetings for Wednesday, 12 August 2026 at Dexus Place Perth, with the Share Scheme Meeting at 11:30am (AWST) and the Option Scheme Meeting at 12:00pm (AWST) or later.
- A Supplementary Scheme Booklet including a replacement independent expert's report will be dispatched to ASM securityholders around 31 July 2026.
- BDO Corporate Finance Australia Pty Ltd, the independent expert, confirms both schemes remain fair, reasonable, and in ASM securityholders' best interests absent a Superior Proposal.
- All ASM Directors unanimously continue to recommend voting in favor of both schemes and intend to vote their own holdings accordingly.
- Proxy forms must be lodged by 11:30am (AWST) on Monday, 10 August 2026 for shareholders and by 12:00pm (AWST) for optionholders.
- Voting eligibility is determined by ASM registers as of 7:00pm (Sydney time) on Monday, 10 August 2026.
Federal Court Reschedules Scheme Meetings and Approves Updated Timetable
On 27 July 2026, the Federal Court of Australia, Western Australia Registry, ordered the Share Scheme Meeting and Option Scheme Meeting be rescheduled to Wednesday, 12 August 2026. The Share Scheme Meeting will begin at 11:30am (AWST), followed by the Option Scheme Meeting at 12:00pm (AWST) or after the Share Scheme Meeting concludes. Both meetings will be held at Dexus Place Perth, Level M, 240 St Georges Terrace, Perth WA 6000. These dates replace previously indicated timings following court approval.
The court also authorized dispatch of a supplementary explanatory statement to accompany the original Scheme Booklet dated 18 May 2026. This Supplementary Scheme Booklet will include updated information relevant to the schemes and is expected to be sent to ASM securityholders on or around 31 July 2026. Securityholders opting for electronic communications will receive email access instructions, those preferring physical copies will receive printed documents by mail, and others will get letters detailing how to access the booklet online and submit proxy forms.
Replacement Independent Expert's Report Confirms Fairness and Reasonableness
The Supplementary Scheme Booklet contains a replacement independent expert's report from BDO Corporate Finance Australia Pty Ltd, superseding the original report dated 12 May 2026. This reassessment confirms that both the Share Scheme and Option Scheme remain fair, reasonable, and in the best interests of ASM securityholders, provided no Superior Proposal arises. Detailed reasoning is included within the replacement report.
BDO Corporate Finance Australia also prepared a Summary Letter outlining changes from the original report, included as Annex 1 in the Supplementary Scheme Booklet to assist securityholders in understanding updates. ASM Directors urge all securityholders to review the replacement report fully as it supersedes the original expert opinion. This updated assessment offers current professional insight into the transaction's merits.
Directors Maintain Unanimous Recommendation Subject to Conditions
ASM Directors unanimously recommend that securityholders vote in favor of both schemes, contingent on no Superior Proposal emerging and the Independent Expert continuing to support the schemes as being in securityholders' best interests. Each Director has committed to voting their ASM Shares and Options in favor at the respective meetings, subject to these conditions.
ASM also discloses Directors' interests related to the schemes, detailed in the Letter from the Chair and sections 10.2, 10.3, 10.4 of the Scheme Booklet, plus additional information in the Letter from the Chair and section 8.4 of the Supplementary Scheme Booklet. This transparency ensures securityholders are aware of potential considerations influencing Directors' voting.
Acquisition Structure and Energy Fuels Partnership Details
The acquisition involves Energy Fuels Inc.'s wholly owned subsidiary acquiring 100% of ASM's fully paid ordinary shares through a members' scheme of arrangement. Simultaneously, a creditors' scheme of arrangement will cover 100% of ASM's quoted options listed on the ASX under ASMO. Both schemes are governed by Part 5.1 of the Corporations Act 2001 (Cth) and require separate approvals at meetings on 12 August 2026.
This dual-scheme approach addresses the complexity of acquiring both shares and option securities, allowing each security class to vote on terms specific to their interests while proceeding concurrently. The original Scheme Booklet was distributed on 18 May 2026, with indicative timing updates provided on 26 June 2026 prior to this court approval.
Supplementary Scheme Booklet Distribution and Timeline
ASM is distributing the Supplementary Scheme Booklet via multiple channels to accommodate securityholder preferences. Those who opted for electronic communications will receive email instructions for digital access, while those requesting physical documents will receive printed copies by post.
Other securityholders will receive letters by mail or courier with instructions on accessing the booklet online and lodging proxy forms. The Supplementary Scheme Booklet dispatch is expected to be completed around 31 July 2026. ASM emphasizes the importance of reviewing this document thoroughly before voting.
Voting Eligibility, Proxy Deadlines, and Meeting Details
Voting eligibility is set by the ASM registers at 7:00pm (Sydney time) on Monday, 10 August 2026 for both shareholders and optionholders. Shareholders and optionholders can vote in person at Dexus Place Perth or by submitting proxy forms included with the Scheme Booklet.
Proxy forms must be lodged by 11:30am (AWST) on Monday, 10 August 2026 for the Share Scheme Meeting and by 12:00pm (AWST) for the Option Scheme Meeting. These deadlines enable timely processing before the meetings on 12 August 2026.
Access to Information and Advisory Resources
The Supplementary Scheme Booklet is accessible electronically on ASM's website (https://asm-au.com/) and the ASX website (www.asx.com.au), providing immediate access to all securityholders. ASM advises securityholders to seek independent financial, legal, taxation, or other professional advice if uncertain about the proposed schemes due to their significant financial and legal implications.
ASM's Business Overview and Strategic Significance
Australian Strategic Materials Limited is a resource company listed on the ASX under ticker ASM, with quoted options under ASMO. The acquisition by Energy Fuels Inc., a major international entity in the energy and materials sector, highlights ASM's strategic value. The transaction aims for full ownership, consolidating ASM's business, assets, and strategic direction through acquisition of both shares and options.
Conditions Regarding Superior Proposals and Ongoing Evaluations
ASM's directors and the independent expert qualify their recommendations on the absence of a Superior Proposal, defined as a bona fide, more favorable acquisition offer. This condition ensures the board acts in securityholders' best interests and remains open to alternative proposals.
Additionally, recommendations depend on the Independent Expert maintaining a positive assessment up to the Scheme Meetings. Should circumstances change, the directors' stance would be reassessed accordingly, ensuring fiduciary duties are upheld throughout the process.
Emphasis on Thorough Review Before Voting
ASM stresses that the Supplementary Scheme Booklet is a critical document requiring immediate and careful review alongside the original Scheme Booklet dated 18 May 2026. The Replacement Independent Expert's Report within the Supplementary Booklet is essential for understanding the fairness and reasonableness of the schemes.
Securityholders uncertain about how to proceed are strongly encouraged to consult independent financial, legal, taxation, or other professional advisers before casting their votes.