UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

___________________

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. ___)

___________________

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

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☐ Soliciting Material Pursuant to §240.14a-12

ENERGY FUELS INC.
(Name of Registrant as specified in its charter)

Not Applicable
(Name of Person(s) Filing Proxy Statement), if other than Registrant)

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ENERGY FUELS INC.

PROXY STATEMENT
April 23, 2025

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 11, 2025

It is such an exciting time for Energy Fuels and its shareholders, and we strive to keep you informed and engaged at every step along the way.

It is therefore with great pleasure that I invite you, my fellow shareholder, on behalf of the Energy Fuels Board of Directors, to the 2025 annual and special meeting of shareholders (the "Meeting") to be held on Wednesday, June 11, 2025. The Meeting will again be held via a live audio webcast with integrated slides and real-time balloting. Our Proxy Statement, beginning on page 4, offers useful information regarding this year's items of business, details on how to attend and participate in the virtual meeting, and how to cast your vote by proxy or virtually during the Meeting. The Meeting is also an excellent opportunity to hear from President and Chief Executive Officer Mark Chalmers, who will give his corporate presentation after the official business, and to pose your questions to the management team in a live setting.

Strategic Perspective

We are an established U.S. uranium producer with the only operating and fully licensed uranium mill in the U.S., three uranium mines currently in production, and a pipeline of other mines and properties on standby or in permitting or development that are being maintained and advanced to provide long-term, large-scale uranium production as market conditions warrant. However, not content resting on our laurels, we are always striving to improve long-term value to our shareholders, customers and employees. To this end, we are implementing a commodity-diversification strategy aimed at delivering significant long-term, high margin cashflows while buffering our exposure to the market challenges posed by reliance on a single commodity. This involves creatively leveraging our existing expertise and valuable facilities, licenses and permits to expand our product lines.

Our innovative strategy hinges on producing valuable materials from ores and raw materials that naturally contain uranium (or that are co-located with such feedstocks) and maximizing the processing power of our White Mesa Mill (the "White Mesa Mill" or "Mill") to produce uranium, rare earth elements ("REEs") and vanadium products, as well as potentially the radium needed to create radioisotopes utilized in cancer-fighting targeted alpha therapies ("TAT"). Our REE processing at the Mill is being fed from monazite derived from heavy mineral sands ("HMS") ores, that also provide a low-cost source of uranium. The Company will also recover other HMS products (e.g., titanium and zirconium minerals) from our HMS ores at other Company facilities.

We have been implementing this strategy since 2021, first having demonstrated our ability to commercially produce a mixed REE carbonate first from monazite ores and most recently through the production of separated REE oxides at our state-of-the-art REE separation facilities at the White Mesa Mill, which were commissioned in 2024. To further secure our supply of REE feedstock and to control future costs, Energy Fuels expanded into the mature HMS mining industry in 2023. The HMS industry primarily targets titanium and zirconium minerals, including ilmenite, rutile and zircon, but HMS mines also produce monazite as a low-cost byproduct, presenting a potentially significant cost advantage for Energy Fuels. Monazite concentrate from HMS mines is a superior feedstock for REE production due to its higher grades and excellent distribution of both "light" and "heavy" rare earth oxides, including "magnet" oxides such as neodymium, praseodymium, terbium, dysprosium, samarium and others needed for critical defense technologies.

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In time, we expect our new HMS business to offer consistent revenue and free cashflow to add to our existing and expanding uranium and REE oxide revenues, thereby enhancing Energy Fuels' future potential profits and cashflows.

Through this strategy, we are not only diversifying our revenue sources but are also providing critical minerals that are important for national security and technological growth.

Asset-Rich Company

Energy Fuels has been the largest U.S. producer of uranium for the past several years. Indeed, uranium remains the foundation of our business as the touchstone of all our other business lines, which have one key element in common with uranium: a need for the responsible handling of radioactive content. This is a need that we are positioned to meet by first and primarily extracting uranium from our Mill feedstocks before moving on to their secondary extractive applications. We are actively mining uranium ore from our high-grade Pinyon Plain mine in Arizona and our La Sal Complex in Utah. We are also preparing our fully permitted Nichols Ranch in situ recovery ("ISR") facility in Wyoming and our Whirlwind mine in Colorado for potential restarts as markets continually improve, and we are advancing three other large uranium deposits toward production later this decade, including Roca Honda in New Mexico, Sheep Mountain in Wyoming and Bullfrog in Utah. Uranium supply and demand market fundamentals appear very promising, and we continue to monitor them closely in the hope that they justify final investment decisions and plans to move our pending projects into production.

We are also producing commercial quantities of advanced REE materials in the U.S. while evaluating opportunities to move even further down the REE supply chain. Our neodymium and praseodymium (“NdPr”) oxide is currently being tested and validated by REE metal, alloy, magnet and electric vehicle ("EV") drivetrain manufacturers, including through our recently announced deal with POSCO International. So far, we are pleased to report positive initial feedback on the quality and performance of our material!

We are working to finalize our definitive agreements with the Malagasy Government and to resume drilling and local social programs at the Toliara Project. We at Energy Fuels consider it to be the top undeveloped HMS project in the industry, able to produce significant quantities of titanium and zirconium minerals, plus low-cost monazite feedstock for our Utah REE processing, with the necessary authorizations and protective measures in place.

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In combination with our other HMS projects, the Bahia Project in Brazil and our Donald Project joint venture with Astron Corporation Limited ("Astron") in Australia, we believe we have now secured reliable long-term supplies of monazite, ultimately reducing our reliance on third parties. Together, these HMS projects have the potential, in time, to make Energy Fuels a world-significant leader in both the HMS and REE industries while allowing us to maintain or expand our position as a U.S. leader in uranium production.

Key to it all is our White Mesa Mill. As the only currently operational conventional uranium mill in the U.S., it plays a vital role in not only the country's emerging nuclear energy renaissance but also globally where nuclear has become the energy source of choice for artificial intelligence, data centers and even crypto currency "mining." Yet, the Mill has so much more to offer. It has unique advantages that allow us to produce both "light" and "heavy" REE oxides within the U.S. and that will potentially enable us to extract the radium needed for medical isotopes critical to TAT cancer treatments. Neither of these undertakings is a small feat, and we pride ourselves on trailblazing in both industries within the U.S. through innovation and our enduring uranium-based expertise. We are ahead of the curve, and we plan to stay that way.

Corporate Citizenship

While pushing ahead in several critical industries, we never forget our foundation, both in uranium and as a company committed to being a good corporate citizen and a steward of the environment. We are extremely proud of having recently taken an historic step in building a long-term relationship with the Navajo Nation, the largest and most populous recognized Native American tribe in the U.S. today, through the signing of a landmark agreement centered on transparency, accountability and respect. Through the agreement, we established a framework for providing assurances to the Navajo Nation that each of our ore transports on state and federal highways crossing their lands is done safely and respectfully. The agreement also sets the stage for Energy Fuels to help the Navajo Nation clean up historic abandoned uranium mines across its lands, which are a relic from the U.S. government's Cold War-era uranium programs. In particular, we have agreed to accept uranium-bearing materials from the cleanup efforts in order to extract the remaining uranium at the Mill. In doing so, we are not only playing our part toward remedying an injustice done to the Navajo people by a U.S. uranium industry predating both our Company and today's stringent regulatory standards but also recycling uranium that has for over half a century been lost to disposal by abandonment and can be given new life as a source of clean nuclear energy. We are proud to have set the gold standard for corporate/indigenous cooperation in the Four Corners region of the U.S. through this agreement and encourage others to join us in pursuing unified goals and means centered on respect for culture and environmentalism.

As a Board, acting closely with our executive management team, we strive to achieve the highest levels of accountability and sound corporate governance practices in representing you, our shareholders. We remain committed to doing all that we can toward ensuring that Energy Fuels is on a socially responsible and profitable path, providing the carbon emission-free nuclear energy and critical mineral supply chain security that the U.S. and its allies require. Trust me when I say, you are in good hands.

The Board of Directors and I thank you for your continued support.

Sincerely,

/s/ J. Birks Bovaird
Chair of the Board of Directors

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ENERGY FUELS INC.
NOTICE OF ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON
WEDNESDAY, JUNE 11, 2025

TO THE HOLDERS OF COMMON SHARES:

Notice is hereby given that an annual and special meeting (the "Meeting") of the holders of common shares of Energy Fuels Inc. (the "Company") will be held by way of a live audio webcast at https://web.lumiconnect.com/255057223 using the password "ef2025" (case sensitive) on Wednesday, June 11, 2025 at 10:00 a.m. (Mountain Daylight Time or "MDT") for the following purposes:

1. to elect the Directors of the Company;

2. to appoint the auditors of the Company and to authorize the Directors to fix the remuneration of the auditors; and

3. to consider and, if deemed advisable, pass an ordinary resolution amending the Company's Omnibus Equity Incentive Compensation Plan to increase share authorization limits.

In order to make the Meeting as convenient as possible for our shareholders, the Company will again be hosting an entirely virtual annual meeting of shareholders in 2025.

The Meeting will be conducted as a virtual meeting of shareholders by way of a live audio webcast through the Lumi/Equiniti Virtual AGM platform (the "Virtual Platform"). You can attend the Meeting online at https://web.lumiconnect.com/255057223 by clicking "I have a control number" and then entering your unique 11-digit control number located on your Notice of Internet Availability of Proxy Materials (the "Notice") and the password"ef2025" (case-sensitive). You will have the ability to submit questions during the Meeting via the Meeting website. Guests in attendance at the Meeting will also be able to submit questions directly through the Virtual Platform, which may be answered at the Company's discretion during the course of the Meeting.

If you choose to vote at the Meeting rather than through the use of the provided proxy card and below instructions, or should you desire to vote at the Meeting after completing and submitting the proxy card, thereby overriding your selections contained therein, you are able to do so through the Virtual Platform by voting on the left-hand side of the screen or as otherwise directed during the Meeting, which will become available to you when the voting portion of the Meeting opens. Your results will be instantaneously tabulated and included in the final Scrutineer's Report, which will become available to the Company once the voting portion of the Meeting has closed. See "Instructions for the Meeting" on page 4 of the accompanying Proxy Statement (the "Proxy Statement") for detailed instructions on how to vote at the Meeting.

The Proxy Statement provides additional information relating to the matters to be dealt with at the Meeting, including detailed instructions for the Meeting, and forms a part of this Notice.

The Company has elected to provide a Notice of Internet Availability of Proxy Materials pursuant to 17 CFR § 240.14a-16 ("Rule 14a-16") under the Exchange Act of 1934, as amended (the "Exchange Act"). In doing so, the Company is deemed to be in compliance with Canadian National Instrument 51-102, Section 9.1.5 - Compliance with SEC Notice-and-Access Rules ("NI 51-102"), because the Company (a) is subject to, and complies with, Rule 14a-16 under the Exchange Act; and (b) residents of Canada do not own, directly or indirectly, outstanding voting securities carrying more than 50% of the votes for the election of Directors, and none of the following apply: (i) the majority of the executive officers or Directors of the Company are residents of Canada; (ii) more than 50% of the consolidated assets of the Company are located in Canada; or (iii) the business of the Company is administered principally in Canada.

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The notice-and-access provisions of Rule 14a-16 are a set of rules developed by the United States Securities and Exchange Commission (the "SEC") that reduce the volume of materials that must be physically mailed to shareholders by allowing the Company to post the Proxy Statement and any additional materials online. Beneficial Owners will be sent the Notice at least 40 calendar days prior to the Meeting date, including instructions on how to access all materials identified in the Notice, which will be publicly accessible and free of charge on the Company's website as specified in the Notice. Security holders may choose to additionally receive a paper or e-mail copy of (i) the proxy materials, including the Notice, Proxy Statement, and Form of Electronic Proxy Card; and (ii) the Company's Annual Report, at no charge, with the Notice specifying that security holders should make their requests by no later than May 28, 2025 in order to facilitate timely delivery. Except where specific requests are made in accordance with the instructions provided, all such documents will be available online only and security holders will not receive a paper or e-mail copy of the proxy materials, other than the Notice.

Please review the Proxy Statement carefully and in full prior to voting, as the Proxy Statement has been prepared to help you make informed decisions on the matters to be acted upon. The Proxy Statement is available on the website of the Company's transfer agent, Equiniti Trust Company, LLC ("Equiniti," f/k/a American Stock Transfer & Trust Company, LLC) at http://www.astproxyportal.com/ast/23865/, and under the Company's SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. Any shareholder who wishes to receive a paper copy of the proxy materials or Annual Report should contact Equiniti at 1-888-Proxy-NA (1-888-776-9962) or 1-201-299-6210 or by e-mail to Help@equiniti.com (be sure to include your 11-digit control number in the e-mail) or online at https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials (select Energy Fuels Inc. from the list of company names). Shareholders may also use the toll-free number noted above to obtain additional information about the Notice of Internet Availability of Proxy Materials.

Shareholders who cannot attend the Meeting may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy card and are described in the Proxy Statement. To be valid, proxies must be received by Equiniti by mail if a proxy card is requested in advance, in the envelope provided; or toll-free by telephone to 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries (please have your proxy card available when you call); or by internet voting through www.voteproxy.com by following the on-screen instructions or by scanning the QR code located on your Proxy Voting Instructions with your smartphone; or through an e-Consent if you enroll with Equiniti at www.astfinancial.com, in each case by no later than 11:59 p.m. (Eastern Daylight Time, or "EDT") on June 10, 2025, or if the Meeting is adjourned, no later than 11:59 p.m. (EDT) on the day just prior to the day on which the Meeting is adjourned.

We encourage you to log into the Meeting at least 15 minutes prior to the commencement of the Meeting. You may begin to log into the Meeting Virtual Platform beginning at 9:00 a.m. (MDT) on June 11, 2025. The Meeting will begin promptly at 10:00 a.m. (MDT) on June 11, 2025. If you encounter any difficulties with the Virtual Platform on the day of the Meeting, please go to https://go.lumiglobal.com/faq for frequently asked questions and click on the support button for assistance. Support will be available starting at 7:00 a.m. (MDT) on June 11, 2025 and will remain available until the Meeting has finished.

Dated at Lakewood, Colorado, USA this 23^rd day of April 2025.

BY ORDER OF THE BOARD

/s/ Mark S. Chalmers
President and Chief Executive Officer

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains "forward-looking statements" and "forward-looking information" within the meaning of applicable United States and Canadian securities laws (collectively, "forward-looking statements"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, schedules, assumptions, future events, or performance (often, but not always, using words or phrases such as "expects" or "does not expect," "is expected," "is likely," "budgets," "scheduled," "forecasts," "intends," "anticipates" or "does not anticipate," "continues," "plans," "estimates," or "believes," and similar expressions or variations of such words and phrases or statements stating that certain actions, events or results "may," "could," "would," "might," or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statement.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. We believe that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct, and such forward-looking statements included in, or incorporated by reference into, this Proxy Statement should not be unduly relied upon.

Certain factors that may cause actual results, performance, liquidity, and achievements to differ materially from those projected are discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "Form 10-K") and may include, but are not limited to: global economic risks, such as the occurrence of a pandemic, political unrest or wars; cybersecurity risks associated with critical and other highly sensitive minerals of international interest, which are key to national security; litigation risks; risks associated with the restart and subsequent operation of any of our uranium, uranium/vanadium and HMS mines; risks associated with our commercial production of a rare earth elements carbonate ("RE Carbonate") or separated REE oxides and the planned expansion of such production, and risks associated with the exploration and development of our Bahia Project in Brazil; risks associated with the potential recovery of radioisotopes for use in the Company's TAT initiatives; risks associated with successfully closing and integrating potential business and mineral acquisitions into Company operations; risks associated with our joint ventures; international risks, including geopolitical and country risks, risks associated with negotiating and maintaining satisfactory fiscal and stability arrangements and obtaining foreign country government approvals on a timely basis or at all, and expropriation risks; risks associated with the failure of the Government of Madagascar to agree on fiscal terms or provide the approvals necessary to achieve sufficient fiscal and legal stability on acceptable terms and conditions or at all; risks associated with increased regulatory requirements applicable to our operations in response to pressure from special interest groups or otherwise; and risks generally encountered in the exploration, development, operation, closure and reclamation of mineral properties and processing and recovery facilities.

The foregoing list of important factors does not include all such factors, nor does it necessarily present them in order of importance. In addition, you should consult other disclosures made by the Company (such as in our other filings with the SEC or in Company press releases) for other factors that may cause actual results to differ materially from those projected by the Company. Refer to Item 1A., Risk Factors, of the Form 10-K and our subsequent filings with the SEC for additional information regarding factors that could affect the Company's results of operations, financial condition and liquidity.

We caution you not to place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain. The Company undertakes no obligation to publicly revise or update such statements, except as required by law. You are advised, however, to consult any further public disclosures by the Company (such as in our filings with the SEC or in Company press releases) on related subjects.

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PROXY STATEMENT OF ENERGY FUELS INC.
(the "Proxy Statement")

TABLE OF CONTENTS

PROXY STATEMENT

The information contained in this Proxy Statement ("Proxy Statement") is furnished in connection with the solicitation of proxies by and on behalf of management of Energy Fuels Inc. (the "Company") to be used at the Meeting to be held by way of a live audio webcast through the Lumi/Equiniti Virtual AGM platform (the "Virtual Platform") at https://web.lumiconnect.com/255057223, password "ef2025" (case-sensitive), on Wednesday, June 11, 2025 at 10:00 a.m. (MDT) (the "Meeting"), and at all adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting.

In order to make the Meeting as convenient and resource efficient as possible for its shareholders, the Company will again be hosting an entirely virtual Meeting in 2025.

The Meeting will be conducted solely as a virtual meeting of shareholders via a live audio webcast through the Virtual Platform. You can attend the Meeting online at https://web.lumiconnect.com/255057223 by clicking "I have a control number" and entering your unique 11-digit control number located on your Notice of Internet Availability of Proxy Materials (the "Notice"), followed by the password "ef2025" (case-sensitive). You will have the ability to submit questions during the Meeting via the Virtual Platform. See "Instructions for the Meeting," below. It is expected that the solicitation will be made primarily by mail on or about May 1, 2025, but proxies may also be solicited personally by Directors, officers or regular employees of the Company. The solicitation of proxies by this Proxy Statement is being made by or on behalf of the management of the Company. The total cost of the solicitation will be borne by the Company.

Except as otherwise indicated, information in this Proxy Statement is given as of April 17, 2025 and all dollar amounts are in U.S. dollars.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the proxy card accompanying this Proxy Statement are officers and/or Directors of the Company ("Management Nominees"). A shareholder of the Company has the right to appoint a person other than the persons specified in such proxy card and who need not be a shareholder of the Company to attend and act for the shareholder and on the shareholder's behalf at the meeting. Such right may be exercised by striking out the names of the persons specified in the proxy, inserting the name of the person to be appointed in the blank space provided in the proxy, signing the proxy and returning it in the reply envelope in the manner set forth in the accompanying Notice of Meeting.

Registered shareholders who wish to appoint a person other than the Management Nominees identified in the form of proxy card or voting instruction form (including non-registered shareholders who wishes to appoint themselves to attend the Meeting) must carefully follow the instructions in this Proxy Statement and on their form of proxy card or voting instruction form; the shareholder's control number should be provided to the proxyholder in advance, as it is required in order to vote at the Meeting. Failure to obtain such control number from the registered shareholder will make it impossible to participate in the Meeting and will result in the proxyholder only being able to attend as a guest. Guests will be able to listen and submit written questions to the Meeting but will not be able to vote. A shareholder of the Company who has given a proxy may revoke it by an instrument in writing, including another completed proxy card, executed by the shareholder or the shareholder's attorney authorized in writing, deposited at the registered office of the Company, or at the offices of Equiniti by mail to 55 Challenger Road, 2^nd Floor, Ridgefield Park, New Jersey 07660 or by fax to 1-718-765-8730 or by email to proxyvote@astfinancial.com, or by telephone to 1-888-776-9437, or by internet voting through www.voteproxy.com, up to 12:00 p.m. (noon) (EDT) on the second business day preceding the date of the Meeting, or any adjournment thereof.

VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES

The Management Nominees named in the enclosed proxy card will vote the common shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions thereon. If a shareholder of the Company specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. In the absence of such instructions, such shares will be voted in favor of each of the matters referred to herein.

The enclosed proxy card confers discretionary authority upon the Management Nominees named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of this Proxy Statement, the management of the Company knows of no such amendments, variations, or other matters to come before the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgement of the named proxy holder.

VOTING BY NON-REGISTERED SHAREHOLDERS

Only registered shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, common shares owned by a person (a "non-registered owner") are registered either (a) in the name of an intermediary (an "Intermediary") that the non-registered owner deals with in respect of the common shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited in Canada ("CDS"), or The Depository Trust Company in the United States) of which the Intermediary is a participant.

In accordance with applicable laws, non-registered owners who have advised their Intermediary that they do not object to the Intermediary providing their ownership information to issuers whose securities they beneficially own ("Non-Objecting Beneficial Owners,"or "NOBOs") will receive by mail a letter from the Company with respect to the Notice of Internet Availability of Proxy. This Proxy Statement and the Notice of Meeting may be found at and downloaded from http://www.astproxyportal.com/ast/23865/.

NOBOs who have standing instructions with the Intermediary for physical copies of this Proxy Statement will receive by mail the Notice of Internet Availability of Proxy, this Proxy Statement and the Notice of Meeting.

Intermediaries are required to forward the Notice of Internet Availability of Proxy to non-registered owners who have advised their Intermediary that they object to the Intermediary providing their ownership information ("Objecting Beneficial Owners,"or "OBOs") unless an OBO has waived the right to receive them. Often, Intermediaries will use service companies to forward proxy-related materials to OBOs. Generally, OBOs who have not waived the right to receive proxy-related materials will either:

(a) be given a proxy card which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the OBO but which is not otherwise completed. Because the Intermediary has already signed the proxy card, this proxy card is not required to be signed by the non-registered owner when submitting the proxy. In this case, the OBO who wishes to vote by proxy should otherwise properly complete the proxy card and deliver it as specified; or

(b) be given a Voting Instruction Form which the Intermediary must follow. The OBO should properly complete and sign the Voting Instruction Form and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit non-registered owners to direct the voting of the common shares they beneficially own. Should a non-registered owner who receives either proxy card wish to vote at the Meeting if a ballot is called, the non-registered owner should strike out the persons named in the proxy card and insert the non-registered owner's name in the blank space provided. Non-registered owners should carefully follow the instructions of their Intermediary including those regarding when and where the proxy card or Voting Instruction Form is to be delivered.

Management of the Company does not intend to pay for Intermediaries to forward the Notice of Internet Availability of Proxy to OBOs. An OBO will not receive the Notice and Access Package unless the Intermediary assumes the cost of delivery.

BROKER NON-VOTES

In the United States, brokers and other intermediaries holding shares in street name for their customers are generally required to vote the shares in the manner directed by their customers. If their customers do not give any direction, brokers may vote the securities at their discretion on routine matters, but not on non-routine matters. Other than the Proposal 2 for the appointment of KPMG LLP as our auditors for the fiscal year ended December 31, 2025, all of the matters to be voted on at the Meeting, including Proposal 1 to elect the Directors of the Company and Proposal 3 to consider and, if deemed advisable, pass an ordinary resolution amending the Company's Omnibus Equity Incentive Compensation Plan to increase share authorization limits, are non-routine matters and brokers may not vote the securities held in street name for their customers in relation to these items of business without direction from their customers.

The absence of a vote on a non-routine matter is referred to as a broker non-vote. Any securities represented at the Meeting but not voted (whether by abstention, broker non-vote or otherwise) will have no impact in the election of Directors or any other matter to be voted on at the Meeting, except to the extent that the failure to vote for an individual nominee results in another individual receiving a larger proportion of votes cast for the election of Directors. For purposes of the Company's majority voting policy, a broker non-vote is not considered to be a vote withheld.

DISTRIBUTION OF MEETING MATERIALS TO NON-OBJECTING BENEFICIAL OWNERS

The Notice of Internet Availability of Proxy is being sent to both registered and non-registered owners of the securities using notice and access pursuant to applicable laws. Electronic copies of this Proxy Statement and the Notice of Meeting may be found and downloaded from http://www.astproxyportal.com/ast/23865/. If you are a NOBO, and the Company or its agent has sent the Notice of Internet Availability of Proxy directly to you, your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

The Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Notice of Internet Availability of Proxy to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of the Company consists of an unlimited number of common shares ("Common Shares"), an unlimited number of preferred shares issuable in series, and an unlimited number of Series A preferred shares. As of April 17, 2025, the Company had issued and outstanding 214,837,845 Common Shares and no preferred shares.

The Company will make a list of all persons who are registered holders of Common Shares as of the close of business on April 21, 2025 (the "Record Date") and the number of Common Shares registered in the name of each person on that date. Each shareholder as of the Record Date is entitled to one vote for each Common Share registered in that shareholder's name as it appears on the list on all matters which come before the Meeting.

To the knowledge of the Directors and NEOs (as defined herein) of the Company, as of April 17, 2025, no person beneficially owns or exercises control or direction over securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Company entitled to be voted at the Meeting. See "Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters," below.

INSTRUCTIONS FOR THE MEETING

Once again, this year's Meeting will be in a completely virtual format. There will be no physical Meeting location. The Meeting will be conducted by way of a live audio webcast through the Virtual Platform with integrated slides and real-time balloting.

Instructions on Voting at the Meeting:

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting and vote in real time, provided they are connected to the internet and follow the instructions in this Proxy Statement. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests but will not be able to vote at the Meeting.

Registered shareholders who wish to appoint a person other than the Management Nominees identified in the proxy card or voting instruction form (including non-registered shareholders who wish to appoint themselves to attend the Meeting) must carefully follow the instructions in this Proxy Statement and on their proxy card or voting instruction form; the shareholder's control number should be provided to the proxyholder in advance, as it is required in order to vote at the Meeting. Failure to obtain such control number from the registered shareholder will make it impossible to participate in the Meeting and will result in the proxyholder only being able to attend as a guest. Guests will be able to listen to and submit written questions in the Meeting but will not be able to vote.

We encourage you to log into the Meeting at least 15 minutes prior to the commencement of the Meeting. You may begin to log into the Meeting Virtual Platform beginning at 9:00 a.m. (MDT) on June 11, 2025. The Meeting will begin promptly at 10:00 a.m. (MDT) on June 11, 2025.

How to Vote:

You have two ways to vote your shares:

(1) by submitting your proxy card or other voting instruction form as per instructions indicated; or

(2) during the Meeting by online ballot, when called for, through the Virtual Platform.

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) that attend the Meeting online will be able to vote by completing a ballot online, when called for, during the Meeting through the Virtual Platform.

Guests (including non-registered shareholders who have not duly appointed themselves as proxyholder) can log into the Meeting as set out below. Guests will be able to listen and submit written questions to the Meeting but will not be able to vote during the Meeting.

To Access and Vote at the Meeting:

(1) Step 1: Log into the Virtual Platform online at https://web.lumiconnect.com/255057223

(2) Step 2: Follow these instructions:

Registered shareholders: Click "I have a control number" and then enter your unique 11-digit control number and password "ef2025" (case-sensitive). The 11-digit number located on the Notice of Internet Availability of Proxy Materials received from Equiniti is your control number. If you use your control number to log into the Meeting, any vote you cast at the Meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the Meeting.

Duly appointed proxyholders: Click "I have a control number" and then enter your unique 11-digit control number and the password "ef2025" (case sensitive). Proxyholders who have been duly appointed should ensure they receive the registered shareholder's control number in advance, as it is required in order to vote at the Meeting.

Guests: Click "Guest" and then complete the online form.

It is your responsibility to ensure internet connectivity for the duration of the Meeting and you should allow ample time to log into the Virtual Platform before the Meeting begins.

Non-Registered Shareholders Obtaining a Control Number to Vote During the Meeting:

If your shares are registered in the name of your broker, you are a non-registered shareholder (or "Beneficial Owner") of those shares, which are considered to be held in "street name." If you are a Beneficial Owner, you should have received a proxy card and voting instruction form from your broker rather than directly from the Company. Simply complete and mail the proxy card as instructed by your broker to ensure that your vote is counted. If your broker offers Internet or telephone voting, you may vote your shares using one of those methods.

To vote instead at the Meeting, you must obtain a valid legal proxy from your broker and register in advance with Equiniti in order to get your unique 11-digit control number. Contact your broker to request a legal proxy. To register to participate in the Meeting, you must submit to Equiniti proof of your legal proxy from your broker reflecting the number of your shares, along with your name and email address.

Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 1-718-765-8730.

Written requests can be mailed to:

Equiniti Trust Company, LLC

55 Challenger Road, 2^nd Floor

Ridgefield Park, New Jersey 07660

Requests for registration must be labeled as "Legal Proxy" and be received by Equiniti no later than 5:00 p.m., EDT, on June 6, 2025. Equiniti will confirm your registration by email. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to participate as a guest.

Submission of Questions:

You may submit questions during the Meeting, whether a registered shareholder, duly appointed proxyholder or guest. Once logged into the Virtual Platform at https://web.lumiconnect.com/255057223, you may type and submit any questions you have where indicated.

Questions pertinent to Meeting matters will be answered during the Meeting, subject to time constraints and at management's discretion. Questions regarding personal matters or questions that are not pertinent to Meeting matters will not be answered.

If you encounter any difficulties with the Virtual Platform on the day of the Meeting, please go to https://go.lumiglobal.com/faq for frequently asked questions and click on the support button for assistance. Support will be available starting at 7:00 am (MDT) on June 11, 2025 and will remain available until the Meeting has finished.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Proposal 1 - Election of Directors

Pursuant to the articles of the Company, the Board of Directors of the Company (the "Board") may consist of a minimum of three and a maximum of fifteen Directors, who are elected annually. The Board is currently composed of eleven Directors, and management is proposing that eleven Directors be elected at the Meeting.

The Company has adopted an advance notice requirement in its by-laws for nominations of Directors by shareholders. Among other things, the advance notice requirement fixes a deadline by which shareholders must submit to the Company a notice of Director nominations prior to any annual or special meeting of shareholders at which Directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid. As of the date hereof, the Company has not received notice of any Director nominations in connection with the Meeting. As the date to receive notice for a Director nomination has passed, no Director nominations may be made other than those set out in this Proxy Statement.

Shareholders will vote for the election of each individual Director separately. The Company has adopted a majority voting policy for the election of Directors whereby, in an uncontested election, any nominee who receives a greater number of shares withheld from voting than shares voted in favor of that nominee's election is expected to tender their resignation to the Board, to take effect upon acceptance by the Board. The Board will, within 90 days of the Meeting, determine whether to accept any such offer to resign, and such resignation will be accepted other than in extraordinary circumstances.

There have been no material changes to the procedures by which the Company's security holders may recommend nominees to the Board since the Company's last Proxy Statement on Schedule 14A for the year ended December 31, 2023.

The following table provides the names of and information for the nominees for election as Directors of the Company (collectively the "Nominees," and each a "Nominee"). The persons named in the enclosed proxy card intend to vote "FOR" the election of each of the Nominees. Management does not contemplate that any of the Nominees will be unable to serve as a Director. All Directors so elected will hold office until the next annual meeting of shareholders or until their successors are elected or appointed unless their office is vacated earlier in accordance with the by-laws of the Company or the provisions of the Business Corporations Act (Ontario) ("OBCA"). Unless otherwise indicated, the address of each nominee in the table set forth below is: care of Energy Fuels Inc., 225 Union Blvd., Suite 600, Lakewood, Colorado 80228 USA.

Notes:

(1) Member of the Audit Committee.

(2) Member of the Governance and Nominating Committee.

(3) Member of the Environment, Health, Safety and Sustainability Committee.

(4) Member of the Compensation Committee.

Information about each Nominee, including present principal occupation, business or employment and the principal occupations, businesses or employments within the five preceding years, is set out below.

J. Birks Bovaird

For a majority of his career, Mr. Bovaird's focus has been the provision and implementation of corporate financial consulting and strategic planning services. He was previously the Vice President of Corporate Finance for one of Canada's major accounting firms. He is an independent director of Spruce Ridge Resources Ltd and sits on the audit committee. He is an independent director of Noble Mineral Exploration Inc. where he is a member of the audit committee and chair of the compensation committee. Additionally, he serves as an independent director of Copper Road Resources Inc. where he sits on the audit committee. Mr. Bovaird has previously been involved with numerous public resource companies, both as a member of management and as a director. He is a graduate of the Canadian Director Education Program and holds an ICD.D designation.

Mark S. Chalmers

Mr. Chalmers is currently the President and Chief Executive Officer of the Company, a position he has held since February 1, 2018. From July 1, 2017 to January 31, 2018, Mr. Chalmers was President and Chief Operating Officer of the Company and, from July 1, 2016 to July 1, 2017 was Chief Operating Officer of the Company. From 2011 to 2015, Mr. Chalmers served as Executive General Manager of Production for Paladin Energy Ltd., a uranium producer with assets in Australia and Africa, including the Langer Heinrich and Kayelekera mines where, as head of operations, he oversaw sustained, significant increases in production while reducing operating costs. He also possesses extensive experience in ISR uranium production, including management of the Beverley Uranium Mine owned by General Atomics (Australia), and the Highland mine owned by Cameco Corporation (USA). Mr. Chalmers has also consulted to several of the largest players in the uranium supply sector, including BHP Billiton, Rio Tinto, and Marubeni, and until recently served as the Chair of the Australian Uranium Council, a position he held for 10 years. Mr. Chalmers is a registered professional engineer and holds a Bachelor of Science in Mining Engineering from the University of Arizona.

Benjamin Eshleman III

Mr. Eshleman is currently a director on the Board of Mesteña, LLC, a privately held energy company headquartered in Corpus Christi, Texas. Mr. Eshleman previously served as the President and Chief Executive Officer of Mesteña, LLC, during which time he was responsible for the oil, gas, and uranium leasing activities under 200,000 mineral acres located in South Texas. Mesteña built, operated, and mined several million pounds of uranium through its Alta Mesa plant in the mid-2000s. Mr. Eshleman also serves as Co-Manager of the Eshleman-Vogt Ranch and sits on the board of the Texas and Southwestern Cattle Raisers Association, a well-known business association advocating for landowner rights. Mr. Eshleman is a 1979 graduate of Menlo College with a Bachelor of Science in Business Administration.

Ivy V. Estabrooke

Dr. Estabrooke is an expert in the development and commercialization of emerging technologies at the intersection of national and economic security. She currently advises government, public and private entities in optimizing their approaches to innovation and technology development for national security, economic and social impact in her role as Director, Innovation Programs and Policy for RTI International, an independent non-profit research institute. From 2020 to 2022, Dr. Estabrooke held the role of Vice President of Operations and Corporate Affairs at IDbyDNA Inc., a venture backed commercial stage biotech company that was acquired by Illumina (Nasdaq: ILMN) in 2022. From 2018 to 2020, she served as the Vice President of Corporate and Government Programs for PolarityTE, Inc. (Nasdaq: PTE). Prior public service included as the Executive Director of the Utah Science, Technology and Research Initiative and science advisor to the Governor of Utah and as a technical program manager for the U.S. Department of the Navy. Dr. Estabrooke earned her doctorate in neuroscience at Georgetown University in 2005, received a master's degree in national resource strategy from the National Defense University in 2013 and a bachelor's degree in biological sciences from Smith College in 1998. She holds the NACD.DC and Department of Defense Senior Acquisition Professional certifications. Dr. Estabrooke is a member of advisory boards at Arizona State University and The University of Texas at Arlington. She is on the board of the Utah chapter of the National Association of Corporate Directors and the Utah District Export Council.

Barbara A. Filas

Ms. Filas has hands-on experience with operating gold and coal mines and processing facilities; executive experience in consulting, public companies, and non-profits; and technical expertise in base and precious metals, coal, uranium and industrial metals in various engineering and environmental capacities. From 2009 to 2013, she held several roles including President and Chief Administrative officer of Geovic Mining Corp., a publicly traded company with an advanced cobalt, nickel, and manganese exploration project in Cameroon. She was President and Chief Executive of Knight Piésold and Co., a leading global mining and environmental consulting firm, where she held roles of increasing responsibility from 1989 to 2009. Prior to joining Knight Piésold, she worked at several operating mines and processing facilities. She is now a director and audit committee member of Austin Gold Corp., a publicly traded company on NYSE American (AUST); and a former director of Knight Piésold Holdings Limited, a private international consultancy, and Moroccan Minerals Ltd., a private company that explored for base and precious metals in Morocco and Serbia. She currently serves as the Chair of the Board of Governors and Nominations Chair for the National Mining Hall of Fame. Ms. Filas was the first female President of the Society for Mining, Metallurgy and Exploration in 2005, the world's largest mining technical organization. She is an internationally recognized thought-leader on mining sector topics including environmental, social, and governance ("ESG") matters, waste management, closure, and sustainability; and has experience in both developed and developing countries on six continents. She has a degree in Mining Engineering from the University of Arizona and is a Licensed Professional Engineer.

Bruce D. Hansen

Mr. Hansen is the former Chief Executive Officer and a former director of General Moly Inc., having served in such capacities from 2007 to November 2020. Mr. Hansen additionally served as the Chief Financial Officer of General Moly Inc. from May 2017 to November 2020. Prior to that, Mr. Hansen was Senior Vice-President, Operations Services and Development with Newmont Mining Corporation. He worked with Newmont for ten years, holding increasingly senior roles, including Chief Financial Officer from 1999 to 2005. Prior to joining Newmont, Mr. Hansen spent 12 years with Santa Fe Pacific Gold, where he held increasingly senior management roles including Senior Vice President of Corporate Development and Vice President Finance and Development. Mr. Hansen is currently a director of New Moly LLC, a private molybdenum development company, and also served as a director of ASA Gold and Precious Metals Ltd from 2014 to 2024. In addition to his directorships, Mr. Hansen also currently serves as a Senior Advisor with Headwall Partners LLC, an independent investment banking firm focused on the steel, metals and mining industries.  Mr. Hansen holds a Master of Business Administration in Finance from the University of New Mexico and a Bachelor of Science Degree in Mining Engineering from the Colorado School of Mines. Mr. Hansen's vast financial expertise attained through his years of work in such management and executive positions, and most significantly through his roles as Chief Financial Officer of Newmont Mining Corporation and General Moly Inc., qualifies him as a financial expert on the Company's Audit Committee.

Jaqueline Herrera

Ms. Herrera has over 27 years of experience in water treatment and process improvements in multiple industries including the oil refinery, petrochemical, chemical, mining & mineral processing and food and beverage industries. From 1998 to 2019 she worked for Nalco Water, an Ecolab Company and leader in water hygiene, treatment and process improvements and energy and air solutions, in increasingly senior management roles, including sales-operations, and global industry development for the base metals and iron ore industries. In that role, Ms. Herrera worked in the bauxite mining and alumina processing sectors in South America, the United States and the Caribbean then expanded her career into global base metals with a focus on the copper and molybdenum markets in various regions. In 2019, Ms. Herrera moved to the Food & Beverage Division within Ecolab Inc. She currently serves as Vice President of Sales. She is a US. Patent holder on functionalized silicones for froth flotation. Ms. Herrera has volunteered for UNICEF and Water for People in remote communities in Latin America, providing education and technical expertise in water treatment for drinking water to schools in remote communities. Ms. Herrera is an active member of the Society of Women Engineers and is a board member of a non-profit organization to help youth in disadvantage financial conditions to develop leadership skills. She holds a Bachelor of Science in both metallurgical engineering and industrial engineering from the Universidad Nacional Politécnica "Antonio José de Sucre" in Venezuela, a Master of Sciences in material science from the Universidad de Oriente, Venezuela, and a Master of Business Administration in operations from the University of Phoenix, Baton Rouge, LA. Mrs. Herrera completed a program at Wharton Business School on Corporate Governance: Maximize effectiveness in the Board Room. She is fluent in Spanish, Portuguese and English.

Dennis L. Higgs

Mr. Higgs has been involved in the financial and venture capital markets in Canada, the United States, and Europe for over forty years. He founded his first junior exploration company in 1983 and took it public through an initial public offering in 1984. Since then, Mr. Higgs has been involved in the founding, financing, initial public listing, and building of several companies. Mr. Higgs was directly involved with the founding and initial public offering of Arizona Star Resource Corp. and the listing and financing of BioSource International Inc., both of which were the subject of takeover bids. Mr. Higgs was the founding director and subsequently Executive Chair of Uranerz Energy Corporation before it was acquired by the Company. Mr. Higgs was Executive Chair of the Board of Directors of Uranerz from February 1, 2006 until June 18, 2015. He currently serves as the President and sole owner of Ubex Capital Inc., a management consulting business, as well as the President and a director of Austin Gold Corp., a publicly traded company on NYSE American. Mr. Higgs holds a Bachelor of Commerce degree from the University of British Columbia.

Robert W. Kirkwood

Mr. Kirkwood is a principal of the Kirkwood Companies, including Kirkwood Oil and Gas LLC, Wesco Operating, Inc., and United Nuclear LLC. Mr. Kirkwood has been with the Kirkwood Companies for over 37 years and has been involved in all aspects of oil and gas exploration and operations. From 2000 to date, the Kirkwood Companies have grown from less than 500 barrels of oil per day and 7 employees to over 3,000 barrels of oil per day and 60 employees with field offices in Ft. Washakie, Wyoming; Baggs, Wyoming; Moab, Utah; and Ely, Nevada. The Kirkwood Companies have identified, evaluated, negotiated and closed over $110,000,000 of production acquisitions in the Rocky Mountain States. Mr. Kirkwood is a 1982 graduate of the University of Wyoming with a Bachelor of Science in Petroleum Engineering.

Alexander G. Morrison

Mr. Morrison is a mining executive and Chartered Professional Accountant (CPA CA) with over 38 years of experience in the mining industry.  Mr. Morrison currently serves as the Lead Independent Director of Nations Royalty Corp, a director of Deterra Royalties Limited and a director of Venerable Ventures Ltd.  In addition, he has held senior executive positions at a number of mining companies, most recently serving as Vice President and Chief Financial Officer of Franco-Nevada Corporation. Prior to that, Mr. Morrison held increasingly senior positions at Newmont Corporation, including Vice President, Operations Services and Vice President, Information Technology; was Vice President and Chief Financial Officer of NovaGold Resources Inc.; Vice President and Controller at Homestake Mining Company; and held senior financial positions at Phelps Dodge Corporation and Stillwater Mining Company.  Mr. Morrison began his career with PricewaterhouseCoopers LLP after obtaining his Bachelor of Arts in Business Administration from Trinity Western University in British Columbia, Canada. Mr. Morrison is a member of the Chartered Professional Accountants of Canada (CPA CA) and a Certified Public Accountant in Illinois (inactive).  Mr. Morrison's qualifications as a Chartered Professional Accountant (CPA CA), together with his vast financial expertise obtained through his years of work in public accounting and through such management and executive positions, qualifies him as a financial expert on the Company's Audit Committee.

Michael H. Stirzaker

Mr. Stirzaker has over 30 years of commercial experience, mainly in mining finance and mining investment. He began his career in Sydney as a Chartered Accountant with KPMG before moving into investment banking with the HSBC Group and then Kleinwort Benson Limited in London. From 1993 to 2007, he was part of the natural resource advisory and investment firm, RFC Group Limited, where he became Joint Managing Director. He has also been a shareholder and director of Tennant Metals Pty. Limited, a privately owned physical metal trader and investor, was the finance director of Finders Resources Limited, an ASX listed company producing copper in Indonesia, and was a non-executive director of Prodigy Gold NL, an ASX listed gold exploration company. From 2010 until 2019, Mr. Stirzaker was a partner with private equity mining fund manager, Pacific Road Capital Management. The Pacific Road Resources Fund II was a major shareholder of Base Resources. Mr. Stirzaker is also a non-executive director of Southern Palladium Ltd.

Director Participation on Other Boards

A number of the Company's Directors and proposed Nominees sit on boards of directors of other companies. The Company considers this to be a benefit to the Company, provided there are no significant conflicts of interest, and the Director and proposed Nominee can devote the time and attention to their duties on the Board and any Board committees on which the Director sits (i.e., is not 'overcommitted'). The Company believes sitting on boards of directors of other companies provides the Director and proposed Nominee with a broader spectrum of experience relating to industry-specific and corporate governance matters.

To ensure that all Directors are adequately fulfilling their obligations to the Company and are not adversely impacted by their commitments on other Boards, the Corporate Secretary administers a written Board effectiveness assessment each year, which the Governance and Nominating Committee ("GN Committee") reviews on a compiled, anonymized basis. The assessment questions members of the Board as to their level of satisfaction with the functioning of the Board, its interaction with management, and the performance of the standing committees of the Board. After the assessment results are reviewed and discussed, the GN Committee reports to the full Board on the results and makes any recommendations it feels advisable to improve the Company's corporate governance practices. This process occurs prior to the GN Committee's consideration of nominations for Board member elections at the annual meeting of shareholders each year. In 2024, the GN Committee concluded, and the full Board agreed, that none of the Directors were over-boarded such that they were unable to fulfill their fiduciary duties to the Company and its shareholders.

None of the Company's Directors and proposed Nominees sit on more than five public company boards or, alternatively, are CEOs of public companies who also sit on the boards of more than two public companies besides their own.

Cease Trade Orders, Bankruptcies and Legal Proceedings

The Company is not aware of any legal proceedings against it involving the Nominees, executive officers or shareholders of more than 5% of the Company's voting shares. Except as set out below, to the knowledge of the Company, no Nominee is, or has been in the last 10 years: (a) a director, chief executive officer or chief financial officer of a company that (i) while that person was acting in that capacity, was the subject of a cease trade order or similar order (including a management cease trade order) or an order that denied the relevant company access to any exemptions under securities legislation, for a period of more than 30 consecutive days, or (ii) after that person ceased to act in that capacity, was the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation, for a period of more than 30 consecutive days, which resulted from an event that occurred while that person acted in such capacity, or (b) a director or executive officer of a company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.

On November 18, 2020, General Moly Inc. filed for voluntary protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Colorado to pursue a financial and operational reorganization, in addition to other customary motions in conjunction therewith. At the time, Mr. Hansen was serving as its Chief Executive Officer, Chief Financial Officer and as a director. In connection with the filing, General Moly Inc. executed a Restructuring Support Agreement and emerged out of bankruptcy with a final decree issued in September 2021. It thereafter merged with Avanti Kisualt Mining Limited, a Canadian company, to form the private company New Moly LLC. Effective upon the Chapter 11 filing, Mr. Hansen resigned as Chief Executive Officer, Chief Financial Officer and as a director of General Moly Inc. but was later elected as a director of New Moly LLC and currently serves in that capacity. 

No Nominee or officer of the Company is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Unless noted above, during the past ten years, no Nominee or executive officer of the Company has:

(a) filed or has had filed against such person, a petition under the U.S. federal bankruptcy laws or any state insolvency law, nor has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of such person, or any partnership in which such person was a general partner, at or within two years before the time of filing, or any corporation or business association of which such person was an executive officer, at or within two years before such filings;

(b) been convicted or pleaded guilty or nolo contendere in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(c) been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting such person's activities in any type of business, securities, trading, commodity or banking activities;

(d) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any U.S. federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business, securities, trading, commodity or banking activities, or to be associated with persons engaged in any such activities;

(e) been found by a court of competent jurisdiction in a civil action or by the SEC, or by the U.S. Commodity Futures Trading Commission to have violated a U.S. federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

(f) been the subject of, or a party to, any U.S. federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any U.S. federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(g) been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the U.S. Commodity Exchange Act (7 U.S.C.1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Family and Certain Other Relationships

There are no family relationships among the members of the Board or the members of senior management of the Company. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any member of the Board or member of senior management was selected.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's officers and directors and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Officers, directors and such 10% shareholders are required to furnish the Company with copies of all Forms 3, 4 and 5 they file, except to the extent the Company files any such Forms directly on their behalf.

To the Company's knowledge, all transactions required to be reported pursuant to Section 16(a) for the year ended December 31, 2024 were timely reported by the Company's directors, officers and persons who own more than 10% of a registered class of the Company's equity securities, except as disclosed below.

Delinquent Section 16(a) Reports

Board Diversity

The following disclosure is provided on an elective basis annually by the Directors as a part of their annual Proxy-related Director & Officer Questionnaires ("D&O Questionnaires"):

Board Diversity Matrix (as of April 17, 2025)

Notes:

(1) LGBTQIA stands for lesbian, gay, bisexual, transgender and queer/questioning, intersex and asexual/aromantic/agender, and the + refers to other categories of sexual orientation or gender identity not explicitly mentioned (other than cisgender). While certain categories of LGBTQIA+ fall within gender identity, many do not and are therefore included more generally with the other diversity categories. In total, 0% (0/11) of the Company's existing and nominated Directors self-identify as non-binary, and 10% (1/11) of existing and nominated Directors self-identify as racially or ethnically diverse in accordance with the categories identified above.

The Company remains committed to diversity. In January 2025, the GN Committee recommended to the Board, and the Board approved and adopted, a number of diversity-based recommendations that include maintaining its measurable objectives of having a qualified Board that is at least 30% gender diverse (including a minimum of one woman) at all times with at least one qualified racially or ethnically diverse director on the Board at all times. The Board is proud of maintaining these commitments over multiple years through its selection of highly qualified individuals, all of whom were selected first and foremost for their ability to contribute meaningfully to the Company through unique skill sets that complement the existing Board expertise.

Notably, in October 2024, the Board size increased from ten directors to eleven directors when Mr. Stirzaker, former chair of the Base Resource board of directors, was appointed to the Board effective upon the closing of the Company's acquisition of all the fully paid ordinary shares of Base Resources. Mr. Stirzaker is a strong and qualified director and was highly desired for appointment by the Board, as he offers significant insights into the Base Resources business, including its personnel, operating history, strengths and challenges, as well as international finance expertise. However, his appointment did result in the ratio of gender-diverse Board members falling from 30% (3/10) to 27.27% (3/11). To make a fully informed decision relating to Board size, composition and diversity priorities, the Board has undertaken a formal, consultant-based gap analysis of the skills and expertise currently represented on the Board to determine whether (and how) to make any adjustments. This process is not expected to be completed by the Meeting and, as such, all eleven existing directors are recommended for re-election to the Board at this time. 

Proposal 2 - Appointment of Auditors

Management of the Company has proposed the appointment of KPMG LLP of Denver, Colorado ("KPMG"), an independent registered public accounting firm, as the auditors of the Company to hold that position until the close of the next annual meeting of the Company or until a successor is appointed. It is proposed that the remuneration to be paid to the auditors be fixed by the Board through the Audit Committee.

The persons named in the proxy card accompanying this Proxy Statement intend to vote "FOR" the reappointment of KPMG as the auditors of the Company for the ensuing year or until their successors are appointed and to authorize the Directors of the Company to fix the remuneration of the auditors, unless the shareholder has specified in the proxy card that the Common Shares represented by such proxy are to be withheld from voting in respect thereof. The Company expects that a representative of KPMG will be present at the Meeting and will be available to answer questions.

Proposal 3 - Amendment of the Omnibus Equity Incentive Compensation Plan to Increase Share Authorization Limits

At the Meeting, shareholders will be asked to consider and, if deemed advisable, pass an ordinary resolution approving an amendment to the Equity Incentive Plan (defined below) to (i) increase the number of Common Shares reserved for issuance to participants under the Equity Incentive Plan (the "Total Share Authorization") from 10,000,000 Common Shares to 17,500,000 Common Shares, (ii) increase the aggregate number of Common Shares that may be issued under all Full Value Awards (defined in the Equity Incentive Plan) (the "Full Value Share Authorization") from 7,500,000 Common Shares to 12,500,000 Common Shares, and (iii) remove the maximum number of Common Shares issuable upon the exercise of tax-qualified incentive stock options ("ISOs") (which limit is unnecessary, confusing and redundant given that ISOs are subject to the Total Share Authorization).

A copy of the Equity Incentive Plan is attached as Appendix "A" to this Proxy Statement.

Background and Reasons for Amendment

The Company originally adopted its 2015 Omnibus Equity Incentive Compensation Plan (the "2015 Equity Incentive Plan") on January 28, 2015, which was ratified by the Company's shareholders on June 16, 2015. Under the 2015 Equity Incentive Plan, the Board may in its discretion grant, from time to time, stock options, restricted stock, restricted stock units, deferred stock units, performance shares, performance units, stock appreciation rights and other forms of equity to employees, Directors, officers and consultants of the Company and its affiliates. At a meeting of the Board held on March 29, 2018, the Board approved, and the Company's shareholders thereafter ratified on May 30, 2018, the adoption of an amended 2015 Equity Incentive Plan, restated as the 2018 Omnibus Equity Incentive Compensation Plan dated March 29, 2018 (the "2018 Equity Incentive Plan"). At a meeting of the Board held on March 18, 2021, the Board approved, and the Company's shareholders thereafter ratified on May 26, 2021, the adoption of an amended 2018 Equity Incentive Plan, restated as the 2021 Omnibus Equity Incentive Compensation Plan dated March 18, 2021 (the "2021 Equity Incentive Plan"). At a meeting of the Board held on April 10, 2024, the Board approved, and the Company's shareholders thereafter ratified on June 11, 2024, the adoption of an amended 2021 Equity Incentive Plan, restated as the 2024 Omnibus Equity Incentive Compensation Plan dated April 10, 2024, as further amended on May 24, 2024 (the "2024 Equity Incentive Plan"). Most recently, on April 21, 2025, the Board approved, subject to ratification by shareholders, the adoption of an amended version of the 2024 Equity Incentive Plan, dated April 21, 2025 (the "Equity Incentive Plan").

Capitalized terms used in this "Proposal 3 - Amendment of the Omnibus Equity Incentive Compensation Plan to Increase Share Authorization Limits" section but not otherwise defined in this Proxy Statement shall have the meanings ascribed to such terms in the Equity Incentive Plan.

When the 2024 Equity Incentive Plan was originally approved in 2024, the Compensation Committee anticipated that the number of authorized Common Shares would be sufficient to grant share-based compensation awards through 2027. This estimation accounted for various factors, including future stock prices, competitive market practices for award sizes, and considerations related to attracting and retaining employee talent.

For each award issued on and after shareholder approval of the Equity Incentive Plan, the number of Common Shares covered by such award or to which such award relates is counted on the date of grant of such award against the Total Share Authorization and Full Value Authorization limits.  For greater clarity, any awards that are not settled in Common Shares do not reduce any of these reserves. Any Common Shares related to awards that (i) terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such Common Shares, (ii) are settled in cash either in lieu of Common Shares or otherwise, or (iii) are exchanged with the Compensation Committee's approval for awards not involving Common Shares, shall be available again for issuance under the Equity Incentive Plan. The maximum number of Common Shares available for issuance under the Equity Incentive Plan shall not be reduced to reflect any dividends or "dividend equivalents" that are reinvested into additional shares or credited as additional Restricted Stock, Restricted Stock Units, Performance Shares or Stock-Based Awards ("SBAs"). The Common Shares available for issuance under the Equity Incentive Plan may be authorized and unissued Common Shares or treasury shares.

Due to a number of factors that were not anticipated at the time of approval of the 2024 Equity Incentive Plan, the current number of authorized Common Shares is not sufficient for the Company's anticipated requirements through 2027. These factors include the increase in the size of the Company's senior management team in connection with the Base Resources acquisition and the significant decrease in the Company's stock price as a result of recent market volatility and turmoil. Accordingly, the Company has a greater number of expected Award recipients under the Equity Incentive Plan and the number of Common Shares that are required to be issued in order to pay a similar amount in equity compensation has increased.

At current share prices, the Compensation Committee has determined that it will not have the capacity under the current share authorization limits to issue equity compensation through 2027 at rates in line with historical trends. In determining the additional number of Common Shares to authorize for issuance pursuant to this Proposal 3, the Compensation Committee considered, among other factors, the current and anticipated future price of the Company's stock, historical amounts of equity awards granted and potential future grants over the next several years.

The Board believes that the Equity Incentive Plan and overall stock-based compensation program is essential in attracting, retaining and motivating highly qualified executive officers and other employees and non-employee directors to enhance the success of the Company. Ther Board believes that the proposed increase in the maximum number of Common Shares to be available under the Equity Incentive Plan is necessary for the Company to continue to experience these benefits. Further, unless this Proposal 3 is adopted, the Company will need to curtail grants of stock incentive awards to executive officers, other employees and non-employee directors, which would put us at a competitive disadvantage in recruiting and retaining talent and also make it more difficult for the Company to align employee interests with those of its shareholders.

In order to ensure that the Company will have a sufficient reserve of Common Shares to continue incentivizing, attracting, and retaining talent in a highly competitive market and industry, and to align the interests of our employees with those of our shareholders, the following amendments were made to the 2024 Equity Incentive Plan and are incorporated into the Equity Incentive Plan:

(i) Section 4.1 was amended to (i) increase the Total Share Authorization limit from 10,000,000 Common Shares to 17,500,000 Common Shares, and (ii) increase the Full Value Share Authorization limit from 7,500,000 Common Shares to 12,500,000 Common Shares,

(ii) Section 6.1 was amended to remove the maximum number of Common Shares issuable upon the exercise of ISOs (which remain subject to the Total Share Authorization); and

(iii) Certain other ancillary amendments were made to Section 1.1 to include the date the Board approved the Equity Incentive Plan subject to ratification by shareholders.

Summary of Equity Incentive Plan

The following is a summary of the principal terms of the Equity Incentive Plan, which is qualified in its entirety by reference to the text of the Equity Incentive Plan, a copy of which is attached as Appendix "A" to this Proxy Statement. 

Employees and consultants of the Company and its affiliates, and Non-Employee Directors of the Company, are eligible to participate in the Equity Incentive Plan (the "Eligible Participants" and, following the grant of an award (an "Award") pursuant to the Equity Incentive Plan, the "Participants"). The Board or a committee authorized by the Board (the "Committee") will be responsible for administering the Equity Incentive Plan. As of April 17, 2025, approximately 108 employees, 10 independent Directors, and 6 consultants qualify as Eligible Participants, for a total of approximately 124 Eligible Participants.

The Equity Incentive Plan permits the Committee to grant Awards for NQSOs, ISOs (together with NQSOs, "Options"), SARs (also referred to as "Stock Appreciation Rights"), restricted stock ("Restricted Stock"), DSUs,restricted stock units ("Restricted Stock Units" or "RSUs"), performance shares ("Performance Shares"), performance units ("Performance Units") and stock-based awards ("SBAs") to Eligible Participants.

Common Shares Issuable Pursuant to the Equity Incentive Plan

Subject to adjustment as provided in Section 4.2 of the Equity Incentive Plan, the number of Common Shares reserved for issuance to Participants under the Equity Incentive Plan shall not exceed the Total Share Authorization limit of 17,500,000 Common Shares.  In addition to being subject to the Total Share Authorization limit, the aggregate number of Shares that may be issued under all Full Value Awards shall not exceed Full Value Share Authorization limit of 12,500,000 Common Shares. Notwithstanding the foregoing, any Awards that are not settled in Common Shares do not reduce the Total Share Authorization or Full Value Share Authorization.  Any Common Shares related to Awards (or, after the date the 2015 Equity Incentive Plan was approved by the Company's shareholders, awards granted under the Company's Stock Option Plan) which (i) terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such Common Shares, (ii) are settled in cash either in lieu of Common Shares or otherwise, or (iii) are exchanged with the Committee's approval for Awards not involving Shares, shall be available again for issuance under the Equity Incentive Plan.  The maximum number of Common Shares available for issuance under the Equity Incentive Plan is reduced to reflect any dividends or dividend equivalents that are reinvested into additional Common Shares or credited as additional Restricted Stock, Restricted Stock Units, Performance Shares or Stock-Based Awards. Subject to applicable law, the requirements of the Toronto Stock Exchange ("TSX") or the NYSE American (the "NYSE American" or "NYSE.A") and any shareholder or other approval which may be required, the Board may in its discretion amend the Equity Incentive Plan to increase such limit without notice to any Participants. 

The number of Common Shares reserved for issuance to insiders of the Company pursuant to the Equity Incentive Plan, together with all other share compensation arrangements, shall not exceed 10% of the outstanding Common Shares. Within any one-year period, the number of Common Shares issued to insiders pursuant to the Equity Incentive Plan and all other share compensation arrangements of the Company will not exceed an aggregate of 10% of the outstanding Common Shares.

Vesting Requirements

Vesting requirements for each Award shall be determined at the discretion of the Committee, provided that:

i. Annual or regularly scheduled grants of Awards to Participants that are Employees or Directors shall generally have a minimum vesting period of at least one year;

ii. Initial grants of Awards to Employees or Directors who commence employment or appointment to the Board between annual or regularly scheduled grants of Awards may, at the discretion of the Committee, have a vesting period of less than one year in order to tie to the vesting schedule applicable to the most recent annual or regularly scheduled grants of Awards to other Employees and Directors; and

iii. Any special or extraordinary Awards to Participants shall have vesting schedules as determined by the Committee to be appropriate for the special or extraordinary circumstances of the Awards.

Types of Awards

Options.  The Committee may grant Options to any Eligible Participant at any time, in such number and on such terms as will be determined by the Committee in its discretion. ISOs may be granted only to employees of the Company or a parent or subsidiary corporation of the Company within the meaning of Section 424 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). The exercise price for any Option granted pursuant to the Equity Incentive Plan will be determined by the Committee and specified in the Award Agreement, provided however, that the price will not be less than the fair market value (the "FMV") of the Common Shares on the day of grant (which cannot be less than the greater of (a) the volume weighted average trading price of the Common Shares on the TSX or the NYSE for the five trading days immediately prior to the grant date; or (b) the closing price of the Common Shares on the TSX or the NYSE on the trading day immediately prior to the grant date), provided further, that the exercise price for an ISO granted to a holder of 10% or more of the total combined voting power of all classes of shares of the Company or any of its Affiliates (a "Significant Stockholder")shall not be less than 110% of the FMV. 

Options will vest and become exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee in each instance approves, subject to the vesting requirements described above.

Options will expire at such time as the Committee determines at the time of grant; provided, however that no Option will be exercisable later than the tenth anniversary date of its grant and, provided further, that no ISO granted to a Significant Stockholder shall be exercisable after the expiration of five years from the date of grant. Notwithstanding the foregoing, if the expiry date of any NQSO would occur in a blackout period or within five days of the end of a blackout period, the expiry date will be automatically extended to the tenth business day following the last day of a blackout period; provided that, with respect to a Participant subject to taxation under the Code, the expiry date will not be extended if such extension would violate Section 409A of the Code.

Stock Appreciation Rights. A Stock Appreciation Right or an SAR entitles the holder to receive the difference between the FMV of a Common Share on the date of exercise and the grant price. The Committee may grant SARs to any Eligible Participant at any time and on such terms as will be determined by the Committee and may grant SARs in tandem with Options or as standalone SARs. The grant price of an SAR will be determined by the Committee and specified in the Award Agreement. The grant price will not be less than the FMV of the Common Shares on the day of grant. The grant price of an SAR granted in tandem with an Option will be equal to the exercise price of the related Option. SARs will vest and become exercisable upon whatever terms and conditions the Committee, in its discretion, imposes, subject to the vesting requirements described above. Additionally, tandem SARs will only be exercisable upon the surrender of the right to receive Common Shares under the related Options. SARs will expire at such time as the Committee determines and, except as determined otherwise by the Committee and specified in the Award Agreement, no SAR will be exercisable later than the tenth anniversary date of its grant, except where the expiry date of any SAR would occur in a blackout period or within five days of the end of a blackout period, in which case the expiry date will be automatically extended to the tenth business day following the last day of a blackout period; provided that, with respect to a Participant subject to taxation under the Code, the expiry date will not be extended if such extension would violate Section 409A of the Code.

Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount representing the difference between the FMV of the underlying Common Shares on the date of exercise and the grant price. At the discretion of the Committee, the payment may be in cash, Common Shares or some combination thereof.

Restricted Stock and Restricted Stock Units. Restricted Stock are awards of Common Shares that are subject to forfeiture based on the passage of time, the achievement of performance criteria, and/or upon the occurrence of other events, over a period of time, as determined by the Committee. Restricted Stock Units, or RSUs, are similar to Restricted Stock but provide a right to receive Common Shares or cash or a combination of the two, as determined by the Committee in its sole discretion, upon settlement. The Committee may grant Restricted Stock and/or RSUs to any Eligible Participant at any time and on such terms as the Committee determines. The specific terms, including the number of Restricted Stock or RSUs awarded, the restriction period, the settlement date and any other restrictions or conditions that the Committee determines to impose on any Restricted Stock or RSU shall be set out in an Award Agreement. The vesting requirements described above shall apply.

To the extent required by law, holders of Restricted Stock shall have voting rights during the restricted period, however, holders of RSUs shall have no voting rights until and unless Common Shares are issued on the settlement of such RSUs.

Unless otherwise determined by the Committee or as set out in any Award Agreement, no RSU will vest later than three years after the date of grant. 

Deferred Share Units.  DSUs are awards denominated in units that provide the holder with a right to receive Common Shares or cash or a combination of the two upon settlement. The Committee may grant DSUs to any Non-Employee Director at any time, in such number and on such terms as will be determined by the Committee in its discretion and as will be set out in the applicable Award Agreement, subject to the vesting requirements described above.

Performance Shares and Performance Share Units.  Performance Shares are awards, denominated in Common Shares, the value of which at the time they are payable is determined as a function of the extent to which corresponding performance criteria have been achieved. Performance Units are equivalent to Performance Shares but are denominated in units. The Committee may grant Performance Shares and/or Performance Units to any Eligible Participant at any time, in such number and on such terms as may be determined by the Committee in its discretion, subject to the vesting requirements described above. Each Performance Share and Performance Unit will have an initial value equal to the FMV of a Common Share on the date of grant. The Committee will set performance criteria for a Performance Share or Performance Unit in its discretion and the period of time during which the performance criteria must be met. The extent to which the performance criteria are met will determine the ultimate value and/or number of Performance Shares or Performance Units that will be paid to the Participant.

The Committee may pay earned Performance Shares or Performance Units in the form of cash or Common Shares equal to the value of the Performance Share or Performance Unit at the end of the performance period. The Committee may determine that holders of Performance Shares or Performance Units be credited with consideration equivalent to dividends declared by the Board and paid on outstanding Common Shares.

Stock-Based Awards. The Committee may, to the extent permitted by the TSX, grant other types of equity-based or equity-related Awards not otherwise described by the terms of the Equity Incentive Plan in such amounts and subject to terms and conditions as the Committee determines. Such Stock-Based Awards may involve the transfer of actual Common Shares to Participants or payment in cash or otherwise of amounts based on the value of Common Shares.

Assignability

Other than Restricted Stock and RSUs, Awards will be non-transferable and non-assignable except as provided in an Award Agreement, by will or by the law of descent and distribution. Such Awards will be exercisable during the Participant's lifetime only by the Participant. Restricted Stock and RSUs will be non-transferable and non-assignable until the end of the applicable period of restriction specified in the Award Agreement (and in the case of RSUs, until the date of settlement through delivery or other payment), or upon earlier satisfaction of any other conditions, as specified by the Committee.

Dividends and Other Distributions

During the Period of Restriction, Participants holding Restricted Stock may, if determined by the Committee, be credited with dividends paid with respect to the underlying Common Shares or Dividend Equivalents while they are so held in a manner determined by the Committee in its sole discretion. RSUs held by a Participant having surpassed the Period of Restriction may, if the Committee so determines, be credited with dividends paid with respect to the underlying Common Shares or Dividend Equivalents while they are so held in a manner determined by the Committee in its sole discretion. However, the payment of dividends or Dividend Equivalents is strictly prohibited with respect to RSUs still subject to a Period of Restriction. Dividend Equivalents cannot apply to an Award unless specifically provided for in the Award Agreement, and the Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Common Shares, Restricted Stock or RSUs.

In addition, the Committee will determine whether Participants holding Performance Shares will receive Dividend Equivalents with respect to dividends declared with respect to the Common Shares. Dividends or Dividend Equivalents may be subject to accrual, forfeiture or payout restrictions as determined by the Committee in its sole discretion. However, the payment of dividends or Dividend Equivalents to a Participant is prohibited in respect to any Performance Shares for which the requisite performance criteria have not been achieved.

Cessation of Awards

Death.  If a Participant dies while an employee, officer or Director of, or consultant to, the Company or an Affiliate: (i) any Options held by the Participant that are exercisable at the date of death continue to be exercisable by the executor or administrator of the Participant's estate until the earlier of twelve months after the date of death and the date on which the exercise period of the particular Option expires and any Options that are not exercisable at the date of death shall immediately expire; (ii) any RSUs held that have vested as at the date of death will be paid to the Participant's estate, and any RSUs that have not vested as at the date of death will be immediately cancelled, unless the Committee or Board determines in its discretion in the Award Agreement or subsequently to accelerate or otherwise amend the general vesting provisions of any Award previously granted to a Participant; and (iii) the treatment for all other types of Awards shall be as set out in the applicable Award Agreement. For example, any Awards that have vested as of the termination date will be paid to the Participant, while any unvested Awards will be cancelled.

Termination other than Death.  Upon termination of the Participant's employment or term of office or engagement with the Company for any reason other than death: (i) any of the Options held by the Participant that are exercisable on the termination date continue to be exercisable until the earlier of three months (six months in the case of a voluntary retirement) after the termination date and the date on which the exercise period of the Option expires, and any Options that have not vested at the termination date shall immediately expire; (ii) any RSUs held by a Participant that have vested at the termination date will be paid to the Participant and any RSUs that have not vested at the termination date will be immediately cancelled, unless the Committee or Board determines in its discretion in the Award Agreement or subsequently to accelerate or otherwise amend the general vesting provisions of any Award previously granted to a Participant in cases involving disability or retirement; and (iii) the treatment for all other types of Awards shall be as set out in the applicable Award Agreement. . For example, any Awards that have vested as of the termination date will be paid to the Participant, while any unvested Awards will be cancelled. 

Corporate Reorganization and Change of Control

Corporate Reorganization. In the event of any merger, arrangement, amalgamation, consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution to stockholders of the Company, or any similar corporate event or transaction (a "Corporate Reorganization"), the Committee will make or provide for such adjustments or substitutions as are equitably necessary in: (i) the number and kind of securities that may be issued under the Equity Incentive Plan, (ii) the number and kind of securities subject to outstanding Awards, (iii) the price applicable to outstanding Awards, provided changes to the Option Price or Grant Price applicable to outstanding SARs, which are deemed appropriate or necessary by the Committee in the event of a Corporate Reorganization but which constitute more than a mere adjustment or substitution for equivalent value, shall require the prior approval of the Company's shareholders (iv) the award limits, (v) the limit on issuing Awards except as provided for in the Equity Incentive Plan, and (vi) any other value determinations applicable to outstanding Awards or to the Equity Incentive Plan.

In connection with a Corporate Reorganization, the Committee will have the discretion to permit a holder of Options to purchase, and the holder shall be required to accept, on the exercise of such Option, in lieu of the Common Shares, securities or other property that the holder would have been entitled to receive as a result of the Corporate Reorganization if that holder had owned all Common Shares that were subject to the Option.

Change of Control.  In the event of a Change of Control (as defined in the Equity Incentive Plan), subject to applicable laws and rules and regulations of a national exchange or market on which Common Shares are listed or as otherwise provided in any Award Agreement, and subject to the provisions described in the next paragraph below (a) all Options and SARs shall be accelerated to become immediately exercisable; (b) all restrictions imposed on Restricted Stock and RSUs shall lapse and RSUs shall be immediately settled and payable; (c) target payout opportunities attainable under all outstanding Awards of performance based Restricted Stock, performance-based RSUs, Performance Units and Performance Shares shall be deemed to have been fully earned; (d) unless otherwise specifically provided in a written agreement entered into between the Participant and the Company or an Affiliate, the Committee shall immediately cause all other Stock-Based Awards to vest and be paid out as determined by the Committee; and (e) the Committee will have discretion to cancel all outstanding Awards, and the value of such Awards will be paid in cash based on the change of control price.

Notwithstanding the above, no acceleration of vesting, cancellation, lapsing of restrictions, payment of an Award, cash settlement or other payment will occur with respect to an Award if the Committee determines, in good faith, that the Award will be honoured, assumed or substituted by a successor corporation, provided that such honoured, assumed or substituted Award must: (a) be based on stock which is traded on the TSX and/or an established securities market in the United States; (b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award; (c) recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control; (d) have substantially equivalent economic value to such Award; and (e) have terms and conditions which provide that in the event a Participant's employment with the Company, and Affiliate or a successor corporation is involuntarily terminated or constructively terminated at any time within twelve months of the Change of Control, any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to such alternative Award shall be waived or shall lapse, as the case may be.

Amending the Equity Incentive Plan

Except as set out below, and as otherwise provided by law or stock exchange rules, the Equity Incentive Plan may be amended, altered modified, suspended or terminated by the Committee at any time, without notice or approval from shareholders, including but not limited to for the purposes of:

(a) making any acceleration of or other amendments to the general vesting provisions of any Award previously granted to a Participant in cases involving death, disability or retirement;

(b) waiving any termination of, extending the expiry date of, or making any other amendments to the general term of any Award or exercise period thereunder provided that no Award held by an insider may be extended beyond its original expiry date;

(c) making any amendments to add covenants or obligations of the Company for the protection of Participants;

(d) making any amendments not inconsistent with the Equity Incentive Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a "housekeeping" matter; or

(e) making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Amendments requiring the prior approval of the Company's shareholders are: (i) any changes to the Option Price or Grant Price of previously granted SARs, as applicable, including without limitation a reduction in the price of a previously granted Option or SAR benefitting a Participant, whether or not the Participant is an Insider of the Company, except for adjustments made in the event of a Corporate Reorganization constituting a mere adjustment or substitution for equivalent value; (ii) an increase in the total number of Common Shares available under the Equity Incentive Plan or the total number of Common Shares available for ISOs; (iii) an increase to the limit on the number of Common Shares issued or issuable to insiders; (iv) an extension of the expiry date of an Option or SAR other than in relation to a blackout period; (v) any acceleration of or other amendments to the general vesting provisions of any Award previously granted to a Participant in cases other than those involving death, disability or retirement; and (vi) any amendment to the amendment provisions of the Equity Incentive Plan.

U.S. Federal Income Tax Consequences

The following is a summary of certain anticipated material U.S. federal income tax consequences generally applicable to awards to U.S. Participants (as defined below) made under the Equity Incentive Plan.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a U.S. Participant with respect to awards under the Equity Incentive Plan.  In addition, certain Participants in the Equity Incentive Plan who are not U.S. Participants may be subject to U.S. federal income tax, depending on specific facts and circumstances, and this summary does not address U.S. federal income tax consequences with respect to those individuals.  Further, this summary does not take into account the individual facts and circumstances of any particular U.S. Participant that may affect the U.S. federal income tax consequences of awards under the Equity Incentive Plan.  This summary does not address the U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences to U.S. Participants.  Except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements.  Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Participant.  Each U.S. Participant should consult his or her own financial advisor, legal counsel, or accountant regarding the U.S. federal, U.S. state and local, and non-U.S. tax consequences of participation in the Equity Incentive Plan.

No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the "IRS") has been requested, or will be obtained, regarding the U.S. federal income tax consequences to a U.S. Participant arising from and relating to awards under the Equity Incentive Plan.  This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary.

Each U.S. Participant should seek U.S. federal tax advice, based on such U.S. Participant's particular circumstances, from its own tax advisor.

Scope of This Disclosure

Authorities

This summary is based on the Code, Treasury Regulations, published IRS rulings, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the "Canada-U.S. Tax Convention"), and U.S. court decisions that are applicable as of the date of this document.  Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis.  This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Participants

For purposes of this summary of U.S. federal income tax consequences, a "U.S. Participant" is a citizen or resident of the United States for U.S. federal income tax purposes who receives awards under the Equity Incentive Plan and who is either a citizen of the U.S. or a resident alien of the U.S. for purposes of the Code and the Canada-U.S. Tax Convention.

Certain Special Rules

The foreign earned income exclusion provisions and the foreign tax credit provisions of the Code may, under certain circumstances, reduce the U.S. federal income tax liability of a U.S. Participant with respect to participation in the Equity Incentive Plan. U.S. Participants should consult their own financial advisor, legal counsel, or accountant regarding the foreign earned income exclusion provisions and the foreign tax credit provisions of the Code.

Paragraphs (1) to (8) below are subject to the discussion set forth in Paragraph (9) below, including, without limitation, the PFIC (as defined below) rules.

(1) Grant of Stock Options

The grant of stock options is not expected to result in any taxable income for the recipient, and the Company will not be entitled to an income tax deduction in connection with a grant of stock options under the Equity Incentive Plan.

(2) Exercise of Stock Options, SARs and Disposition of Common Shares

Upon exercising a SAR or a non-qualified stock option, the optionee must recognize ordinary income equal to the excess of the fair market value of the Common Shares acquired on the date of exercise over the exercise price, and the Company generally will be entitled, at that time, to an income tax deduction for the same amount, subject to the limitations on deductibility for compensation paid to covered employees under Section 162(m) of the Code. Any gain or loss recognized upon any later disposition of the Common Shares generally will be a capital gain or loss. 

The holder of an incentive stock option generally will have no taxable income upon exercising the stock option (except that an alternative minimum tax liability may arise), and the Company will not be entitled to an income tax deduction. The gain or loss recognized by the optionee on a later sale or other disposition of such Common Shares will either be long-term capital gain or loss or ordinary income, depending upon whether the optionee holds the Common Shares until the later of the date that is two years following the date of grant and the date that is one year following the date of exercise. If the Common Shares are not held for the period described in the foregoing sentence, the optionee will recognize ordinary income equal to the lesser of (i) the difference between the fair market value of the Common Shares on the date of exercise and the exercise price, or (ii) the difference between the sale price and the exercise price, and the optionee will recognize long-term or short-term capital gain or loss (depending on whether the shares were held for more than 12 months or for 12 months or less) in an amount equal to the difference between the sale price of the Common Shares and the fair market value of the Common Shares on the date of exercise. However, if the Common Shares are held for the period described above, the optionee will generally recognize long-term capital gain or loss in an amount equal to the difference between the sale price and the exercise price. Generally, there will be no tax consequences to the Company in connection with the disposition of Common Shares acquired pursuant to an incentive stock option, except that the Company may be entitled to an income tax deduction with respect to a disposition of Common Shares acquired pursuant to an incentive stock option before the applicable incentive stock option holding periods set forth in the Code (as described above) have been satisfied, subject to the limitations on deductibility for compensation paid to covered employees under Section 162(m) of the Code.

(3) Restricted Stock, Restricted Stock Units and DSUs

Unless a special election is made by the holder of a restricted stock award under Section 83(b) of the Code, the holder must recognize ordinary income equal to the excess of (1) the fair market value of the restricted stock received (determined as of the first time the restricted stock becomes transferable or not subject to substantial risk of forfeiture, whichever occurs earlier) over (2) the amount (if any) paid for the restricted stock by the holder of the award. The holder of a restricted stock unit or deferred share unit award shall be taxable on the fair market value of any Common Shares delivered and cash paid at the time such property is issued to the holder. The Company will generally be entitled to an income tax deduction at the time the holder recognizes taxable income, subject to the limitations on deductibility for compensation paid to covered employees under Section 162(m) of the Code.

(4) Performance Awards

A recipient of a performance award will not recognize taxable income at the time of grant, and the Company will not be entitled to an income tax deduction with respect to the performance award grant at that time. Upon settlement of a performance award, the recipient thereof will recognize compensation taxable as ordinary income in an amount equal to the fair market value of any Common Shares delivered and the amount of cash paid, and the Company will be entitled to an income tax deduction in that amount at that time, subject to the limitations on deductibility for compensation paid to covered employees under Section 162(m) of the Code.

(5) Stock Awards

With respect to awards granted under the Equity Incentive Plan that are payable in Common Shares that are not subject to a substantial risk of forfeiture, the holder thereof must recognize ordinary income equal to the excess of the fair market value of the Common Shares received (determined as of the date the Common Shares are received) over the amount (if any) paid for the Common Shares by the holder of the award. The Company generally will be entitled at that time to an income tax deduction for the same amount, subject to the limitations on deductibility for compensation paid to covered employees under Section 162(m) of the Code.

(6) Dividend Equivalents

Recipients of dividend equivalents with respect to their awards under the Equity Incentive Plan will not recognize taxable income at the time of grant and will not be entitled to an income tax deduction with respect to the dividend equivalent award at that time. When a dividend equivalent is paid, the recipient thereof will recognize compensation taxable as ordinary income in an amount equal to the fair market value of any Common Shares delivered and the amount of cash paid by us, and the Company will be entitled to an income tax deduction in that amount at that time, subject to the limitations on deductibility for compensation paid to covered employees under Section 162(m) of the Code.

(7) Special Rules for Executive Officers and Directors Subject to Section 16 of the Exchange Act

Special rules may apply to individuals subject to Section 16 of the Exchange Act. In particular, unless a special election is made pursuant to the Code, Common Shares received through the exercise of a stock option may be treated as restricted as to transferability and subject to a substantial risk of forfeiture for a period of up to six months after the date of exercise. Accordingly, the amount of ordinary income recognized, and the amount of our income tax deduction will be determined as of the end of that period.

(8) Section 409A of the Code

Awards under the Equity Incentive Plan are intended to be exempt from, or compliant with, the requirements of Section 409A of the Code to avoid any adverse tax results thereunder, and the Committee will administer and interpret the Equity Incentive Plan and all award agreements in a manner consistent with that intent. The tax consequences described above are based on the assumption that Awards either are exempt from, or compliant with, Section 409A of the Code. The Company makes no guaranty that Awards will comply with Section 409A of the Code (to the extent it is applicable). If it is determined that Awards are subject to Section 409A of the Code and do not comply with Section 409A of the Code, different tax consequences and penalties may result. If any provisions of the Equity Incentive Plan or any award agreement would result in adverse tax consequences under Section 409A of the Code, the Committee may amend that provision or take any other actions reasonably necessary to avoid any adverse tax consequences, and no action taken to comply with Section 409A of the Code will be deemed to impair or otherwise adversely affect the rights of any holder of an award under the Equity Incentive Plan or any beneficiary thereof.

(9) Ownership and Disposition of Common Shares

The following discussion is subject in its entirety to the rules described below under the heading "Passive Foreign Investment Company Rules."

(a) Taxation of Distributions

A U.S. Participant that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the Company's current or accumulated "earnings and profits", as computed for U.S. federal income tax purposes. A dividend generally will be taxed to a U.S. Participant at ordinary income tax rates if the Company is a PFIC (as defined below) for the tax year of such distribution or was a PFIC for the preceding tax year. To the extent that a distribution exceeds the Company's current and accumulated "earnings and profits", such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Participant's tax basis in the Common Shares and thereafter as gain from the sale or exchange of such Common Shares. (See "Sale or Other Taxable Disposition of Common Shares" below). However, the Company does not intend to maintain the calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Participant therefore should assume that any distribution by the Company with respect to the Common Shares will constitute ordinary dividend income. Dividends received on Common Shares by corporate U.S. Participants generally will not be eligible for the "dividends received deduction". Subject to applicable limitations and provided the Company is eligible for the benefits of the Canada-U.S. Tax Convention or the Common Shares are readily tradable on a United States securities market, dividends paid by the Company to non-corporate U.S. Participants, including individuals, in respect of Common Shares generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Participant should consult its own tax advisors regarding the application of such rules.

(b) Sale or Other Taxable Disposition of Common Shares

Upon the sale or other taxable disposition of Common Shares, a U.S. Participant generally will recognize capital gain or loss in an amount equal to the difference between the U.S. dollar value of cash received plus the fair market value of any property received and such U.S. Participant's tax basis in such Common Shares sold or otherwise disposed of. A U.S. Participant's tax basis in Common Shares generally will be such U.S. Participant's U.S. dollar cost for such Common Shares. Gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the Common Shares have been held for more than one year.

Preferential tax rates currently apply to long-term capital gain of a U.S. Participant that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gain of a U.S. Participant that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

(c) Passive Foreign Investment Company Rules

If the Company were to constitute a "passive foreign investment company" within the meaning of Section 1297 of the Code (a "PFIC") for any year during a U.S. Participant's holding period, then certain potentially adverse rules would affect the U.S. federal income tax consequences to a U.S. Participant resulting from the acquisition, ownership and disposition of Common Shares. The Company believes that it was not a PFIC for its most recently completed tax year. The Company has not made any determination as to its PFIC status for its current and future tax years.No opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested.  PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question and is determined annually. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurance that the Company has never been and will not become a PFIC for any tax year during which U.S. Participants hold Common Shares.

In any year in which the Company is classified as a PFIC, a U.S. Participant will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Participants should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621.

The Company generally will be a PFIC if, after the application of certain "look-through" rules with respect to subsidiaries in which the Company holds at least 25% of the value of such subsidiary for a tax year, (a) 75% or more of the gross income of the Company for such tax year is passive income (the "income test"), or (b) 50% or more of the value of the Company's assets either produce passive income or are held for the production of passive income (the "asset test"), based on the quarterly average of the fair market value of such assets. "Gross income" generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and "passive income" generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions; however, certain active business gains arising from the sale of commodities generally are excluded from passive income.

If the Company was a PFIC in any tax year during which a U.S. Participant held Common Shares, such holder generally would be subject to special rules with respect to "excess distributions" made by the Company on the Common Shares and with respect to gain from the disposition of Common Shares. An "excess distribution" generally is defined as the excess of distributions with respect to the Common Shares received by a U.S. Participant in any tax year over 125% of the average annual distributions such U.S. Participant has received from the Company during the shorter of the three preceding tax years, or such U.S. Participant's holding period for the Common Shares.

Generally, a U.S. Participant would be required to allocate any excess distribution or gain from the disposition of the Common Shares pro rata over its holding period for the Common Shares. Such amounts allocated to the year of the disposition or excess distribution and any year prior to the first year in which the Company was a PFIC would be taxed as ordinary income in the year of the disposition or excess distribution, and amounts allocated to each other tax year would be taxed as ordinary income at the highest tax rate in effect for each such year for the applicable class of taxpayer and an interest charge at a rate applicable to underpayments of tax would apply.

While there are U.S. federal income tax elections that sometimes can be made to mitigate these adverse tax consequences (including the "QEF Election" under Section 1295 of the Code and the "Mark-to-Market Election" under Section 1296 of the Code), such elections are available in limited circumstances and must be made in a timely manner. Under proposed Treasury Regulations, if a U.S. Participant holds an option or other right to acquire stock of a PFIC, such option or right is considered to be PFIC stock subject to the default rules of Section 1291 of the Code that apply to "excess distributions" and dispositions described above. However, under the proposed Treasury Regulations, for the purposes of the PFIC rules, the holding period for any Common Shares acquired upon the exercise of an option or other right will begin on the date a U.S. Participant acquires the option or other right (and not the subsequent date of exercise). This will impact the availability, and consequences, of the QEF Election and Mark-to-Market Election with respect to the Common Shares acquired upon exercise of an option or other right. 

U.S. Participants should be aware that, for each tax year, if any, that the Company is a PFIC, the Company can provide no assurances that it will satisfy the record keeping requirements or make available to U.S. Participants the information such U.S. Participants require to make a QEF Election with respect to the Company or any subsidiary that also is classified as a PFIC.

Certain additional adverse rules may apply with respect to a U.S. Participant if the Company is a PFIC, regardless of whether the U.S. Participant makes a QEF Election. These rules include special rules that apply to the amount of foreign tax credit that a U.S. Participant may claim on a distribution from a PFIC. Subject to these special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. U.S. Participants should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership and disposition of Common Shares, and the availability of certain U.S. tax elections under the PFIC rules.

(d) Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Participant in foreign currency, or on the sale, exchange or other taxable disposition of Common Shares generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt or, if applicable, the date of settlement if the Common Shares are traded on an established securities market (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Participant will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Participant who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Participants who use the accrual method of tax accounting. Each U.S. Participant should consult its own U.S. tax advisors regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

(e) Foreign Tax Credit

Dividends paid on the Common Shares will be treated as foreign-source income, and generally will be treated as "passive category income" or "general category income" for U.S. foreign tax credit purposes. Any gain or loss recognized on a sale or other disposition of Common Shares generally will be United States source gain or loss. Certain U.S. Participants that are eligible for the benefits of Canada-U.S. Tax Convention may elect to treat such gain or loss as Canadian source gain or loss for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S. taxpayers. In addition, Treasury Regulations that apply to foreign taxes paid or accrued (the "Foreign Tax Credit Regulations") impose additional requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The Treasury Department has recently released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.

Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S. Participant that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S. Participant, to receive either a deduction or a credit for such Canadian income tax. Generally, a credit will reduce a U.S. Participant's U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Participant's income that is subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Participant during a year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Participant's particular circumstances. Accordingly, each U.S. Participant should consult its own U.S. tax advisor regarding the foreign tax credit rules.

(f) Backup Withholding and Information Reporting

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Participants must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Participants that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a non-U.S. entity. U.S. Participants may be subject to these reporting requirements unless their Common Shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Participants should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of Common Shares will generally be subject to information reporting and backup withholding tax if a U.S. Participant (a) fails to furnish such U.S. Participant's correct U.S. taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Participant has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Participant has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Participant that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Participant's U.S. federal income tax liability, if any, or will be refunded, if such U.S. Participant furnishes required information to the IRS in a timely manner.

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Participant. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Participant should consult its own tax advisors regarding the information reporting and backup withholding rules.

Annual Burn Rate for the Three Most Recently Completed Fiscal Years

The Annual Burn Rate (defined as the number of securities granted under the Equity Incentive Plan during the applicable fiscal year divided by the weighted average number of securities outstanding for that year) for the three most recently completed fiscal years for this arrangement, calculated in accordance with Section 613(p) of the TSX Company Manual, is as follows:

For the year ended December 31, 2024: 1.0%

For the year ended December 31, 2023: 0.6%

For the year ended December 31, 2022: 0.9%

Such burn rates were calculated using the values provided in the chart below; no multiplier was included:

Securities Authorized for Issuance Under Equity Incentive Plans

For a breakdown of the securities authorized for issuance pursuant to the Company's equity compensation plans approved by security holders (including any individual compensation arrangements) as of December 31, 2024, see page 95, below. There are no compensation plans under which equity securities of the Company are authorized for issuance that were adopted without the approval of the Company's shareholders.

New Plan Benefits Table

The amount, if any, of awards to be awarded to employees, non-employee Directors and consultants is determined by the Committee and is not presently determinable. Therefore, a New Plan Benefits Table is not provided. Information regarding awards to the named executive officers (the "NEOs") in 2024 pursuant to the 2024 Equity Incentive Plan is provided in the section titled "Executive Compensation - Incentive Plan Awards," and information regarding awards to Directors in 2024 pursuant to the 2024 Equity Incentive Plan is provided in the section titled "Director Compensation."

Shareholder Approval

At the Meeting, the Company's Shareholders will be asked to consider and, if deemed advisable, approve, with or without amendment, the following resolution:

"BE IT RESOLVED, as an ordinary resolution of the shareholders of Energy Fuels Inc. (the
"Company"), that:

1. the Energy Fuels Inc. 2024 Omnibus Equity Incentive Compensation Plan dated April 21, 2025 (the "Equity Incentive Plan"), with the amendments made to the 2024 Equity Incentive Plan described above incorporated into the Equity Incentive Plan, is hereby ratified and approved; and

2. any officer or Director of the Company be and is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all such documents and to do all such acts and things as he or she may determine to be necessary or desirable in order to carry out the foregoing provisions of this resolution, the execution of any such document or the doing of any such acts and things being conclusive evidence of such determination."

To be effective, the above resolution must be passed by a simple majority of the votes cast thereon by the Company's shareholders present in person or by proxy at the virtual Meeting. For purposes of the aforementioned approval, "present" shall refer to a shareholder's virtual presence, or the shareholder's proxy represented in accordance with all applicable voting instructions, at the live-cast Meeting on the Lumi/Equiniti Virtual Platform.

The Board recommends the Company's shareholders approve the above resolution. The persons named in the enclosed form of proxy intend to vote in favor of the resolution unless a shareholder has specified in the shareholder's proxy that the shareholder's shares are to be voted against such resolution.

EXECUTIVE OFFICERS

As of April 18, 2025, the executive officers of the Company, their ages and their business experience and principal occupation during the past five years were as follows:

Notes:

(1) Mr. Balloch's principal occupation in the five years prior to becoming an officer was Chief Financial Officer of Base Resources.

(2) Ms. Bennethum's principal occupation in the one year prior to becoming an officer was Director, Critical Minerals and Strategic Supply Chain for the Company and, prior to that: EV Critical Minerals Manager, Center of Excellence; Program Purchasing Manager, Battery Electric Vehicles & Crossovers; Global Commodity Manager, Forced Induction Systems & Accessory Drive Systems; and Global Commodity Manager, Turbo & Super Chargers, each of Global Purchasing and Supply Chain ("GPSC"), General Motors.

(3) Mr. Bennett's principal occupation in the 1.5 years prior to becoming an officer was Corporate Controller of the Company and, prior to that, Controller of Antero Midstream Corporation.

(4) Mr. Bonifas's principal occupation in the 3.5 years prior to becoming an officer was Director of ISR Operations for the Company.

(5) Mr. Carstens's principal occupation in the 4.5 years prior to becoming an officer was Managing Director of Base Resources.

(6) Dr. Drera's principal occupation in the 4.25 years prior to becoming an officer was CEO of RadTran LLC ("RadTran").

(7) Mr. Frydenlund's principal occupation in the 3.5 years prior to becoming Executive Vice President, Chief Legal Officer and Corporate Secretary was Chief Financial Officer, General Counsel and Corporate Secretary of the Company.

(8) Mr. Kapostasy's principal occupation in the 3.5 years prior to becoming an officer was in various capacities for the Company, including Director of Technical Services, Technical Services Manager and Chief Geologist Conventional Mining. 

(9) Mr. Longenecker's principal occupation in the 4.25 years prior to becoming an officer was Senior Vice President, General Counsel, Global Legal Operations and Major Permitting of Kinross Gold Corporation.

(10) Mr. Moore's principal occupation in the 3.5 years prior to becoming Senior Vice President, Marketing and Corporate Development was Vice President, Marketing and Corporate Development of the Company.

(11) Mr. Shumway's principal occupation in the 3.5 years prior to becoming an officer was in various capacities for the Company, including Chief Metallurgist, Operations Superintendent, Mill Manager and Director, Conventional Operations.

Scott A. Bakken

Mr. Bakken is currently the Vice President ("VP"), Regulatory Affairs of the Company. He has been with the Company since 2014, where he has held senior positions over permitting and regulatory matters relating to both the Company's conventional mine and mill operations and its ISR operations, serving most recently as Senior Director, Regulatory Affairs. Prior to joining the Company, Mr. Bakken held several positions, starting in 1997, with Cameco Corporation's U.S. subsidiaries, Power Resources, Inc. and Cameco Resources, and with MDU Resources Group, Inc.'s mining and construction materials subsidiary, Knife River Corporation, through which he gained extensive experience in permitting and regulatory activities at mining and ISR uranium recovery facilities. Mr. Bakken is responsible for permitting and regulatory matters relating to all of the Company's operations, both conventional and ISR, and has the overall responsibility for worker health and safety policy matters at the Company.

Kevin Balloch

Mr. Balloch is the Senior Vice President ("Senior VP"), Project Finance of the Company. He has over 30 years' financial and management experience in a diverse range of industries. This experience has involved all areas of corporate and treasury management, project financing, capital raisings, mergers and acquisitions, dual listings, feasibility studies and establishment of systems and procedures for new mining operations. Prior to his appointment, Mr. Balloch served as the Chief Financial Officer of Base Resources for 13 years and, prior thereto, held senior positions with Equinox Minerals Limited, a dual listed TSX/Australian Securities Exchange ("ASX") resources company, which developed the major Lumwana Copper mine in Zambia and resulted in Equinox being one of the world's leading copper producers.

Debra P. Bennethum

Mrs. Bennethum is the VP, Critical Minerals and Strategic Supply Chain for Energy Fuels Inc. She has senior responsibilities in the Company's rare earths and critical minerals business, including sales, marketing and strategic collaborations. She plays a key role in securing resilient supply chains, evaluating commercial partnerships and advancing Energy Fuels' position in the rare earths sector. She joined the Company in June 2024 as Director of Critical Minerals and Supply Chain. Prior to joining the Company, Mrs. Bennethum worked at General Motors ("GM") for 13 years in their Global Purchasing and Supply Chain department where she was responsible for developing a resilient supply chain for critical minerals, procurement cost optimization for several electric vehicle programs and managed various vehicle component commodities. She holds a Bachelor of Science degree from Michigan State University in Chemical Engineering.

Nathan R. Bennett

Mr. Bennett is currently the Chief Financial Officer ("CFO") of the Company, effective as of April 22, 2025. Prior to his appointment, Mr. Bennett served as Chief Accounting Officer/Interim Chief Financial Officer of the Company for approximately 16 months. From August 25, 2022 to the date of his interim appointment, he served as the Company's Corporate Controller. Prior to joining the Company, he served as Controller of Antero Midstream Corporation ("Antero") from December 2013 to August 2022, where he led the accounting, treasury, and financial reporting functions and successful closing of two initial public offerings in 2014 (Antero Midstream Partners LP) and 2017 (Antero Midstream GP LP).  Prior to Antero, Mr. Bennett held various positions within the assurance practice at PricewaterhouseCoopers, LLP, in Denver, Colorado from December 2010 to December 2013 and previously in Houston, Texas from January 2007 to December 2010 serving clients in the energy industry. Mr. Bennett holds a Bachelor of Science in Accounting degree, as well as a Master of Accounting degree, both from Utah State University and is a Certified Public Accountant licensed in the State of Colorado.

Bernard Bonifas

Mr. Bonifas is currently the VP, ISR Operations of the Company. He has been with the Company since 2015, first serving as Mine Manager of the Nichols Ranch Project, then as the Director of ISR Operations. Prior to joining the Company, Mr. Bonifas held several positions, starting in 1986 with COGEMA (together with Areva NC, now known as Orano Cycle), working in gold prospecting in France, Spain and Zambia. Since then, Mr. Bonifas has become an expert with over 30 years of experience in uranium prospecting, development, production, restoration, reclamation and decommissioning. In 1997, Mr. Bonifas served as an operations manager for multiple projects in Texas involving production, restoration and decommissioning. In 2002, he transferred to Casper, Wyoming as a Cost Control Manager for COGEMA Mining and affiliated firm Pathfinder. In 2007, Mr. Bonifas was promoted to General Manager of both COGEMA Mining and Pathfinder. As a part of the Areva NC College of Experts, Mr. Bonifas was involved with missions in Kazakhstan, Paraguay and Zambia and performed audits in Argentina and Mexico for the International Atomic Energy Agency. In 2010, Mr. Bonifas accepted a General Manager position in Gabon, Africa with Areva NC. He returned to the U.S. in 2012 as a General Manager for Cameco Corporation and was involved with uranium ISR production in Wyoming and uranium extraction from phosphates in Idaho until 2015. Mr. Bonifas received his Bachelor of Geology in 1986 from the University of Aix-Marseille and his Diploma of Doctoral Research of Sciences in 1992 from the University of Nancy.

Timothy J. Carstens

Mr. Carstens is currently the Executive Vice President ("Executive VP"), Heavy Mineral Sands of the Company, a position he assumed effective October 2, 2024 when the Company closed on its acquisition of Base Resources. From its inception in May 2008 to closing, Mr. Carstens served as the Managing Director of Base Resources. Mr. Carstens is an experienced mining executive with a career spanning more than 20 years in senior resources-sector roles, both in Australia and overseas, with Perilya Limited, North Limited, Robe River Iron Associates, Iron Ore Company of Canada and St Barbara Mines Limited. A chartered accountant by profession, he has strong experience in all aspects of business strategy development and implementation, acquisitions and divestments, debt and equity financing, organizational development and operational performance.

Mark S. Chalmers

Mr. Chalmers is currently the President and Chief Executive Officer (the "CEO") of the Company, a position he has held since February 1, 2018. From July 1, 2016 to January 31, 2018, Mr. Chalmers was President and Chief Operating Officer of the Company, and from July 1, 2016 to July 1, 2017 was Chief Operating Officer of the Company. From 2011 to 2015, Mr. Chalmers served as Executive General Manager of Production for Paladin Energy Ltd., a uranium producer with assets in Australia and Africa, including the Langer Heinrich and Kayelekera mines where, as head of operations, he oversaw sustained, significant increases in production while reducing operating costs. He also possesses extensive experience in ISR uranium production, including management of the Beverley Uranium Mine owned by General Atomics (Australia), and the Highland mine owned by Cameco Corporation (USA). Mr. Chalmers has also consulted to several of the largest players in the uranium supply sector, including BHP Billiton, Rio Tinto, and Marubeni, and until recently served as the Chair of the Australian Uranium Council, a position he held for 10 years. Mr. Chalmers is a registered professional engineer and holds a Bachelor of Science in Mining Engineering from the University of Arizona.

Saleem Drera

Dr. Drera, Ph.D., is currently the VP, Radioisotopes, Radiological Systems and Intellectual Property of the Company, a position he has held since August 19, 2024. The founder and CEO of RadTran, which the Company acquired in 2024, Dr. Drera is responsible for advancing efforts to produce medical isotopes from the Company's existing uranium and rare earth process streams to support innovative and emerging receptor-targeted radionuclide therapeutics for cancer. Dr. Drera has a broad background in the development of nuclear technology which includes testing, scaling, commercialization and licensing. His main technological expertise is in the development of radiochemical processes for the medial industry and radioactive materials engineering. Dr. Drera's previous experience includes as Vice President of Research and Development for Thor Energy, Vice President of Nuclear Consulting for The Cameron Group Inc. and as a consultant for several successful startup companies within the green energy and advanced materials sector. Dr. Drera earned two B.S. from the University of California, Berkeley in Chemical and Nuclear Engineering, a M.S. from the University of Colorado, Boulder in Mechanical Engineering, and a Ph.D. from the Colorado School of Mines in Nuclear Science and Engineering. His work has been published in dozens of peer-reviewed journals such as the Journal of Nuclear Medicine and Biology, Journal of Nuclear Materials, Annals of Nuclear Energy, Progress in Nuclear Energy and many conference proceedings. Additionally, Dr. Drera is the listed inventor of many patents for the processing and separation of radioisotopes.

David C. Frydenlund

Mr. Frydenlund is the Company's Executive VP, Chief Legal Officer ("CLO") and Corporate Secretary, a position he has held since August 8, 2022. Previously, Mr. Frydenlund was Chief Financial Officer, General Counsel and Corporate Secretary of the Company since March 2, 2018, and Senior Vice President, General Counsel and Corporate Secretary of the Company since June 2012. Mr. Frydenlund's responsibilities include all legal matters relating to the Company's activities. His expertise extends to United States Nuclear Regulatory Commission, United States Environmental Protection Agency, State and Federal regulatory and environmental laws and regulations. From 1997 to July 2012, Mr. Frydenlund was Vice President Regulatory Affairs, Counsel, General Counsel and Corporate Secretary of Denison Mines Corp., and its predecessor International Uranium Corporation ("IUC") and was also a Director of IUC from 1997 to 2006 and Chief Financial Officer of IUC from 2000 to 2005. From 1996 to 1997, Mr. Frydenlund was a Vice President of the Lundin Group of international public mining and oil and gas companies, and prior to 1996 was a partner with the Vancouver law firm of Ladner Downs (now Borden Ladner Gervais LLP) where his practice focused on corporate, securities and international mining transactions law. Mr. Frydenlund holds a bachelor's degree in business and economics from Simon Fraser University, a master's degree in economics and finance from the University of Chicago and a law degree from the University of Toronto.

Daniel D. Kapostasy

Mr. Kapostasy is currently the VP, Technical Services of the Company. He has been with the Company since 2013, where he has held a number of positions relating to the geology and other technical aspects of the Company's conventional operations. Since 2020, he has held more senior positions with the Company and has been directly involved with both the conventional uranium operations and the Company's expansion into REE and HMS projects. He most recently served as the Company's Director of Technical Services. Starting in 2008, prior to joining the Company, Mr. Kapostasy worked for a uranium junior mining company, Strathmore Minerals Corporation, where he developed as a uranium geologist. At Strathmore, he was responsible for or involved in resource estimation, permitting and field operations. Mr. Kapostasy is currently responsible for overseeing the corporate technical team of geologists and engineers, supporting conventional operations and is involved with the Company's strategic planning and project execution.

Nathan M. Longenecker

Mr. Longenecker is the Senior VP and General Counsel for the Company. Mr. Longenecker has worked in the natural resources industry, both in-house and in private law practice, for almost 30 years.  Prior to joining the Company in August 2024, Mr. Longenecker spent approximately 15 years working at Kinross Gold Corporation, most recently serving as Senior Vice President & General Counsel, Global Legal Operations and Major Permitting. Preceding that, he was a partner at Temkin, Wielga Hardt & Longenecker LLP where he focused on natural resources law, permitting, environmental law and litigation, regularly appearing before regulatory agencies and state and federal courts across the U.S.  Early in his career, Mr. Longenecker was an associate at Ballard Spahr Andrews & Ingersoll (now Ballard Spahr LLP). Mr. Longenecker has spent the bulk of his career providing strategic business advice, supporting operations and addressing complex legal, regulatory and sovereign risks around the world, including in the U.S., Canada, South America, Africa and Russia.  His experience includes negotiating fiscal and stability agreements with sovereign nations, indigenous consultation, project permitting, international arbitration and dispute resolution. Mr. Longenecker earned a bachelor's degree in psychology from Colorado College and a law degree from the University of San Diego School of Law where he was a member of the San Diego Law Review.  He is licensed to practice law in both Colorado and Wyoming. 

Curtis H. Moore

Mr. Moore is the Senior VP, Marketing and Corporate Development for Energy Fuels Inc. Prior to 2023, Mr. Moore was the Vice President of Marketing and Corporate Development for Energy Fuels Inc. He is in charge of product marketing for the Company, and is closely involved in mergers & acquisitions, investor relations, public relations, and corporate legal. He has been with the Company for over 11 years, holding various roles of increasing responsibility. Prior to joining the Company, Mr. Moore worked in multi-family real estate development, government relations and public affairs, production homebuilding, and private law practice. Mr. Moore is a licensed attorney in the State of Colorado. He holds Juris Doctor and Master of Business Administration degrees from the University of Colorado at Boulder, and a Bachelor of Arts dual degree in Economics-Government from Claremont McKenna College in Claremont, California.

Dee Ann Nazarenus

Ms. Nazarenus is the VP, Human Resources and Administration of the Company. She has been with the Company for 17 years, having previously served as its Director, Human Resources and Administration. Prior to joining the Company, Ms. Nazarenus held human resource and administration management positions with a number of different organizations, starting in 1995. She is an integral part of the Company in overseeing all aspects of human resources and administration. Ms. Nazarenus is responsible for planning, developing, organizing, implementing, directing, and evaluating all human resource functions of the Company, in addition to being responsible for directing and managing all administrative functions of the Company.

Logan S. Shumway

Mr. Shumway is the VP, Conventional Operations of the Company and has been with the Company since 2010, working at its White Mesa Mill, which is the only operating conventional uranium mill in the United States and a key asset of the Company. During his tenure with the Company, Mr. Shumway has served in various roles, including as Chief Metallurgist, Operations Superintendent, Mill Manager and Director, Conventional Operations. Mr. Shumway attended Brigham Young University where he received degrees in chemical engineering and chemistry. He is responsible for managing the day-to-day processing activities at the White Mesa Mill, as well as engineering and construction of the Mill property's expanded operations into rare earths processing. Mr. Shumway is a native of Southeastern Utah.

CERTAIN SIGNIFICANT EMPLOYEES

Notes:

(1) Ms. Hoffmeier's principal occupation in the two years prior to becoming a non-executive officer on January 25, 2022 was Staff Attorney of the Company.

Julia C. Hoffmeier

Ms. Hoffmeier is the Company's Corporate Counsel and Assistant Corporate Secretary, a position she has held since January 25, 2022. Prior thereto, from June 2017 to the date of her current appointment, she served as the Company's Staff Attorney. Before joining the Company, Ms. Hoffmeier ran the Pre-Award Grants and Contracts Program for the University of Colorado Denver's Division of Renal Diseases and Hypertension where she worked on medical research proposal submissions and regulatory compliance. In November 2016, she was appointed by the Denver City Council to serve on the Denver Board of Ethics, which she did through August 2019. While on the board, she served in varying capacities as a member, Vice-Chair and Chair. Ms. Hoffmeier earned her Bachelor of Arts in music from Lewis and Clark College, graduating with honors, and her Juris Doctor from the University of Utah S.J. Quinney College of Law, graduating with a Certificate in Environmental and Natural Resource Law. She was called to the Colorado Bar in May 2016 and the Utah Bar in August 2018.

EXECUTIVE COMPENSATION

Compensation Governance

The Company's Compensation Committee is made up of four Directors - Barbara A. Filas, Dennis L. Higgs, Robert W. Kirkwood (Chair) and Alexander G. Morrison, each of whom is independent pursuant to Section 805(c) of the NYSE American LLC Company Guide (the "NYSE.A Guide") and pursuant to applicable Canadian securities laws. Compensation Committee members Ms. Filas and Messrs. Higgs and Morrison were appointed to the Committee on June 11, 2024. The members of the Compensation Committee have direct educational and work experience relevant to their responsibilities in executive compensation. The Board has delegated to the Compensation Committee the task of reviewing the Company's existing compensation policies on a periodic basis to ensure they remain current, competitive and consistent with the Company's overall goals and of recommending to the Board any new compensation policies that the Committee deems prudent and necessary.

The Compensation Committee also has the authority and responsibility to review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluating the CEO's performance in light of those corporate goals and objectives, and making recommendations to the Board with respect to the CEO's compensation level (including salary, incentive compensation plans and equity-based plans) based on this evaluation, as well as making recommendations to the Board with respect to any employment, severance or change of control agreements for the CEO. The ultimate decision relating to the CEO's compensation rests with the Board, taking into consideration the Compensation Committee's recommendations, corporate and individual performance, and industry standards.

In addition, the Compensation Committee has been delegated the task of reviewing and approving for executive officers, other than the CEO, all compensation (including salary, incentive compensation plans and equity-based plans) and any employment, severance or change of control agreements, although the ultimate decision relating to any RSU, stock option, SAR or other equity grants rests with the Board. The experience of Board and committee members who are also involved as management of, or board members or advisors to, other companies, also factors into decisions concerning compensation.

Our Executive Compensation Practices

The Company follows a number of executive compensation "best practices," including:

- ambitious performance targets under its Short-Term Incentive Plan ("STIP") and Long-Term Incentive Plan ("LTIP"), which are tied to the Company's annual budgets and strategic plans (each, a "Strategic Plan") and incentivize efforts in the best interests of the Company's shareholders;

- annual assessment and reapproval of the STIP and LTIP, as amended from time to time, by the Compensation Committee and the Board;

- emphasis on performance-based compensation through SARs (based on sustained share price performance at set price points), Performance-Based Options (having a strike price at a 10% premium to the fair market value of the grant date price per Common Share, see "Annual Performance-Based Stock Options at a 10% Premium," below) and RSUs (the quantity granted based on the achievement of key performance indicators set out in the LTIP); 

- multi-year vesting periods for equity awards, with generally a minimum one-year holding period;

- explicit prohibitions on insider trading, tipping and trading during blackout periods for all Company personnel;

- explicit prohibitions, applicable to all Company insiders, on short-term trading, short sales, transactions in puts, calls or other derivative securities, hedging transactions, pledges of Company securities as collateral for a loan, and purchasing on margin or holding in a margin account any securities of the Company;

- mandatory claw-backs of erroneously awarded incentive-based compensation in the event of an accounting restatement, and discretionary recovery by the Board of all incentive-based compensation received with a finding of gross negligence, intentional misconduct or fraud; and

- "double-trigger" change-in-control provisions in executive employment agreements.

2024 Compensation Peer Group

In January 2024, for purposes of determining base salaries for 2024 and cash bonus and equity award opportunities for 2024 (which, to the extent earned, were paid out/granted in January 2025), the Company continued its engagement of compensation consulting company Zayla Partners, LLC ("Zayla"), an independent executive compensation consulting firm, to help it reevaluate the Company's peer group to be used in making the Company's January 2024 base salary and cash bonus and equity award opportunities for 2024 (which to the extent earned, were paid out/granted in January 2025). The following primary criteria were used in the identification and selection of companies for inclusion in the 2024 Compensation Peer Group:

(1) Potential companies were identified from the Company's 8-digit Global Industrial Classification Standard ("GICS") 10102050 Coal and Consumable Fuels and from other related industries (including Diversified Metals and Mining, Oil and Gas Exploration and Production, Silver and Specialty Chemicals) where appropriate;

(2) Market capitalization and enterprise value were used as the primary classifiers, in each case evaluated using both a trailing 12-month ("TTM") average and a 60-day trailing average as of November 27, 2023 with any foreign currencies converted to U.S. Dollars per S&P Capital IQ for comparative purposes, and the peer group having a median market capitalization (TTM) as close to the Company's market capitalization (TTM) as practical; and

(3) The number of companies to be included in the 2024 Compensation Peer Group were to be in a range from 14 to 24.

In addition to the foregoing primary selection criteria, the following additional screening criteria were applied:

(4) Focus on maintaining consistency in the Company's peer group over time, to the extent appropriate, making adjustments only when necessary to maintain balance in the other criteria or account for unusual circumstances or recent changes to the Company's own market capitalization;

(5) Eliminate or otherwise adjust for companies that have a disproportionately high enterprise value;

(6) Eliminate companies that may be in unusual circumstances, such as filing for bankruptcy or privatizing;

(7) Eliminate companies that have compensation awards based on extraordinary circumstances, such as a recent merger, etc.; and

(8) Favor hard-rock and other mining companies over oil and gas and coal companies, to the extent possible.

In choosing the 2024 Compensation Peer Group, as defined below, Zayla presented the Compensation Committee with a comparison of the performance of a broad pool of potential peers in relation to the Company according to commodity, primary industry, market capitalization and enterprise value using TTM and 60-day trailing averages, revenue, country headquarters, TSR performance over one and three years, as well as a discussion on outliers. The Compensation Committee members reviewed the data as presented by Zayla and additionally reviewed the list of potential peers using their own expertise and criteria developed through their experiences in tracking mining industry trends and companies in other metals and uranium, vanadium and REE mining and processing. This resulted in the adoption of the following 2024 Compensation Peer Group comprised of the Company and 16 other companies, which represents an average market capitalization (TTM) of approximately $1.193 billion and an average market capitalization (60-day average) of $1.277 billion, with the companies therein having market capitalizations falling within a range of 28% to 267% of the Company's own market capitalization, and the Company's own market capitalization (TTM) ranking ninth out of 17 total companies, having been deemed by the Compensation Committee to be the most representative group of the Company's peers for use in making its determinations and recommendations to the Board for 2024 executive compensation.

Notes:

(1) TTM refers to the trailing twelve (12)-months of consecutive performance data.

(2) Data as of November 27, 2023. Converted into USD currency where needed using exchange rates published by Capital IQ.

(3) Calculation includes the Company.

2024 Compensation Peer Group Companies at a Glance

• Iluka Resources Limited - (ASX:ILU) - a global critical minerals company engaged in the exploration, project development, mining, processing, marketing and rehabilitation of mineral sands;

• NexGen Energy Ltd. - (NYSE.A:NXE) - a uranium exploration and development company with a portfolio of high-impact projects across the Athabasca Basin, including the significant Arrow deposit on the western side of the Basin;

• Gulfport Energy Corporation - (NYSE:GPOR) - an independent natural gas-weighting exploration and production company focused on the exploration, acquisition and production of natural gas, crude oil and NGL in the U.S. with a primary focus in the Appalachia and Anadarko basins;

• Paladin Energy Ltd. - (ASX:PDN) - a uranium mining and exploration company with a 75% stake in the globally significant Langer Heinrich mine in Namibia;

• Hudbay Minerals Inc. - (TSX:HBM) - a diversified mining company, together with its subsidiaries, focused on the exploration, development, operation, and optimization of properties in North and South America;

• Uranium Energy Corp. (NYSE:UEC) - engaged in the exploration, extraction, and processing of in-situ uranium projects and titanium projects in the U.S. and Paraguay;
 

• MAG Silver Corp. - (TSX:MAG; NYSE.A:MAG) - a development and exploration company focused on exploring and advancing high-grade, district scale, silver-dominant projects in the Americas;

• Denison Mines Corp. - (TSX:DML; NYSE.A: DNN) - engaged in the exploration and development of uranium deposits, with interests focused in the Athabasca Basin region of northern Saskatchewan, Canada;
 

• Core Lithium - (ASX:CXO) - engaged in the acquisition, exploration, evaluation and development of copper, gold, uranium and iron ore properties, and headquartered in Adelaide, Australia;

• Vital Energy, Inc. - (TSX:VTLE) - an independent energy company engaged in the acquisition, exploration, and development of oil and natural gas properties in the Permian Basin of west Texas, U.S.;

• Foran Mining Corporation - (TSX:FOM) -  a company engaged in the acquisition, exploration, and development of mineral properties (copper-zinc) within the Hanson Lake District of eastern Saskatchewan, Canada;

• Standard Lithium Ltd. - (NYSE.A:SLI) - engaged in the testing and proving of the commercial viability of lithium extraction, and headquartered in Vancouver, Canada;

• Centrus Energy Corp. - (NYSE.A: LEU) - a supplier of nuclear fuel and services for the nuclear power industry through its supply sources of enriched uranium, with expertise in uranium handling, nuclear fuel design, and criticality;
 

• Endeavour Silver Corporation - (NYSE:EXK; TSX:EDR) - a mining company focused on discovering and mining silver for use in products such as batteries, smart phones, electric vehicles, medical devices and solar panels;
 

• Silvercorp Metals Inc. - (NYSE.A:SVM) - a mining company engaged in the acquisition, exploration, development and mining of mineral properties, and headquartered in Vancouver, Canada; and

• Neo Performance Materials Inc. - (TSX:NEO) - a company engaged in the manufacture and sale of rare earth, magnetic powders, magnets, and rare metal-based functional materials in Canada and internationally.

Compensation decisions for NEOs (as defined below) in January 2024, based on the 2024 Compensation Peer Group, included: the determination of cash bonus award opportunities that were paid in January 2025 under the Company's STIP for performance in 2024 (which are reported in this Proxy Statement as compensation in 2024); the determination of RSU award opportunities that were granted in January 2025 under the Company's LTIP for performance in 2024 (which will be reported as compensation in 2025 in next year's proxy statement); as well as the determination of base salaries for 2024 (which are reported in this Proxy Statement as compensation in 2024) and the new Performance-Based Options granted in 2024 (which are reported in this Proxy Statement as compensation in 2024, see "Annual Performance-Based Stock Options at a 10% Premium," below).

2025 Compensation Peer Group

The Compensation Committee engaged Zayla to help it reevaluate the Company's peer group to be used in determining base salaries for 2025 and cash bonus and equity award opportunities for 2025 (which, to the extent earned, will be paid out/granted in January 2026). The following primary criteria were used in the identification and selection of companies for inclusion in the 2025 Compensation Peer Group:

(1) potential peers were identified from publicly traded companies within the minerals and mining industry having a focus on uranium or REEs, with the 2024 Compensation Peer Group serving as a baseline;

(2) market capitalization, revenue, assets and enterprise value were used as the primary financial classifiers using the most recently available public data;

(3) operational factors, including the geographic profile of operations, the location of executive human capital (i.e., corporate headquarters), the complexity of operations and commodity focus were evaluated for relevance to the Company's own operational footprint; and

(4) other factors, including potential competition for talent or investor capital, proxy advisory firm policies and compensation irregularities were considered and weighed relative to the Company's own priorities and practices.

In addition to the foregoing primary selection criteria, the following additional screening criteria were applied:

(5) Focus on maintaining consistency in the Company's peer group over time, to the extent appropriate, making adjustments only when necessary to maintain balance in the other criteria or account for unusual circumstances or recent changes to the Company's own market capitalization;

(6) Eliminate or otherwise adjust for companies that have a disproportionately high enterprise value;

(7) Eliminate companies that may be in unusual circumstances, such as filing for bankruptcy or privatizing;

(8) Eliminate companies that have compensation awards based on strategic events that do not align with the Company's own strategic events; and

(9) Favor hard-rock and other mining companies over oil and gas and coal companies, to the extent possible.

In choosing the 2025 Compensation Peer Group, as defined below, Zayla presented the Compensation Committee with a comparison of the performance of a broad pool of potential peers in relation to the Company according to commodity, primary industry, market capitalization and enterprise value using TTM and 60-day trailing averages, revenue, TSR performance over one and three years, as well as a discussion on recommended peers year-over-year. The Compensation Committee members reviewed the data as presented by Zayla and additionally reviewed the list of potential peers using their own expertise and criteria developed through their experiences in tracking mining industry trends and companies in other metals and uranium, vanadium and REE mining and processing. This resulted in the adoption of the following 2025 Compensation Peer Group comprised of the Company and 16 other companies, which represents an average market capitalization (TTM) of approximately $1,478 billion and an average market capitalization (60-day average) of $1.652 billion, with the companies therein having market capitalizations falling within a range of 22% to 378% of the Company's own market capitalization (TTM), and the Company's own market capitalization (TTM) ranking tenth out of 17 total companies, having been deemed by the Compensation Committee to be the most representative group of the Company's peers for use in making its determinations and recommendations to the Board for 2025 executive compensation.

Notes:

(1) TTM refers to the trailing twelve (12)-months of consecutive performance data.

(2) Data as of December 1, 2024. Converted into USD currency where needed using exchange rates published by Capital IQ.

(3) Calculation includes the Company.

2025 Compensation Peer Group Companies at a Glance

• Iluka Resources Limited - (ASX:ILU) - a global critical minerals company engaged in the exploration, project development, mining, processing, marketing and rehabilitation of mineral sands;

• NexGen Energy Ltd. - (NYSE.A:NXE) - a uranium exploration and development company with a portfolio of high-impact projects across the Athabasca Basin, including the significant Arrow deposit on the western side of the Basin;

• Paladin Energy Ltd. - (ASX:PDN) - a uranium mining and exploration company with a 75% stake in the globally significant Langer Heinrich mine in Namibia;

• Hudbay Minerals Inc. - (TSX:HBM) - a diversified mining company, together with its subsidiaries, focused on the exploration, development, operation, and optimization of properties in North and South America;

• Uranium Energy Corp. (NYSE:UEC) - engaged in the exploration, extraction, and processing of in-situ uranium projects and titanium projects in the U.S. and Paraguay;
 

• MAG Silver Corp. - (TSX:MAG; NYSE.A:MAG) - a development and exploration company focused on exploring and advancing high-grade, district scale, silver-dominant projects in the Americas;

• Denison Mines Corp. - (TSX:DML; NYSE.A: DNN) - engaged in the exploration and development of uranium deposits, with interests focused in the Athabasca Basin region of northern Saskatchewan, Canada;
 

• Foran Mining Corporation - (TSX:FOM) -  a company engaged in the acquisition, exploration, and development of mineral properties (copper-zinc) within the Hanson Lake District of eastern Saskatchewan, Canada;

• Standard Lithium Ltd. - (NYSE.A:SLI) - engaged in the testing and proving of the commercial viability of lithium extraction, and headquartered in Vancouver, Canada;

• Centrus Energy Corp. - (NYSE.A: LEU) - a supplier of nuclear fuel and services for the nuclear power industry through its supply sources of enriched uranium, with expertise in uranium handling, nuclear fuel design, and criticality;
 

• Endeavour Silver Corporation - (NYSE:EXK; TSX:EDR) - a mining company focused on discovering and mining silver for use in products such as batteries, smart phones, electric vehicles, medical devices and solar panels;

• Silvercorp Metals Inc. - (NYSE.A:SVM) - a mining company engaged in the acquisition, exploration, development and mining of mineral properties, and headquartered in Vancouver, Canada;

• Neo Performance Materials Inc. - (TSX:NEO) - a company engaged in the manufacture and sale of rare earth, magnetic powders, magnets, and rare metal-based functional materials in Canada and internationally;

• enCore Energy Corp. - (TSX.V:EU; NASDAQ:EU) - a mining company engaged in ISR uranium operations at its South Texas, USA production facilities;

• Tronox Holdings plc - (NYSE:TROX) - a mining company engaged in the mining and processing of titanium ore, zircon and other materials, and the manufacture of titanium dioxide pigment, specialty titanium dioxide products and high-purity titanium chemicals; and

• Ur-Energy Inc. - (NYSE.A:URG) - a mining company engaged in ISR uranium operations at its facility in south-central Wyoming, USA.

Compensation decisions for NEOs (as defined below) in January 2025, based on the 2025 Compensation Peer Group, included: the determination of cash bonus award opportunities that may be paid in 2026 under the Company's STIP for performance in 2025; the determination of RSU award opportunities that may be granted in 2026 under the Company's LTIP for performance in 2025 (which will be reported as compensation in 2026); as well as the determination of base salaries for 2025 (which will be reported in next year's Proxy Statement as compensation in 2025) and the Performance-Based Options granted in 2025 (which will be reported in next year's Proxy Statement as compensation in 2025, see "Annual Performance-Based Stock Options at a 10% Premium," below).

The following table sets forth the fees paid to consultants and advisors related to determining compensation for executive officers and Directors for each of the two most recently completed fiscal years. This resulted in the adoption of the above-listed 2024 Compensation Peer Group and 2025 Compensation Peer Group for use in the Company's January 2024 and 2025 executive compensation decisions.

Notes:

(1) The aggregate fees billed by each consultant or advisor, or any of its affiliates, for services related to determining compensation for any of the Company's Directors or executive officers.

(2) The aggregate fees billed for all other services provided by each consultant or advisor, or any of its affiliates, which are not reported as "Executive Compensation Related Fees."

These fees were paid to Zayla, commensurate with its services during the years in question, which was engaged on behalf of and took instructions from the Compensation Committee rather than management in connection with the foregoing services. There were no conflicts of interest between the Compensation Committee and Zayla identified during the fiscal year ended December 31, 2024, nor during any time in 2024 or to date in 2025 where discussions related to compensation decisions were held.

Compensation Committee Interlocks and Insider Participation

No person who served as a member of the Compensation Committee during the fiscal year ended December 31, 2024 was a current or former officer or employee of the Company or engaged in certain transactions with the Company required to be disclosed by regulations of the SEC. Additionally, there were no Compensation Committee "interlocks" during the fiscal year ended December 31, 2024, nor during any time in 2023 or to date in 2025, which generally means that no executive officer of the Company served as a Director or member of the compensation committee of another entity, which had an executive officer serving as a Director or member of the Compensation Committee.

Compensation Discussion and Analysis

Objectives of the Compensation Program

The objectives of the Company's compensation programs are to attract and retain the best possible executives having the expertise required for the uranium, REE, HMS and vanadium mining and radioisotope industries, and to motivate the executives to achieve goals consistent with the Company's business strategy, including with particularity the guiding principles of increasing and sustaining shareholder value. The compensation program is designed to reward executives for achieving these goals, while providing continued incentives to develop rigorous new goals annually, to the extent market conditions allow in a volatile market driven primarily by commodity prices.

Elements of Compensation

The Company's compensation practices are intended to be competitive with those of its peers and thus are designed to account for individual successes and failures within corporate management, so as to create accountability within the Company's executive team and provide an external metric against which its senior executives can gauge the quality and appropriateness of their decisions. During fiscal year 2024, the three key elements used to compensate the NEOs of the Company were: (i) base salary; (ii) cash bonuses; and (iii) long-term incentives in the form of equity awards.

The Company had five NEOs over the course of the fiscal year ended December 31, 2024:

Notes:

(1) Mr. Carstens was appointed to serve as the Company's Executive VP, Heavy Mineral Sands, effective as of the Company's completion of its acquisition of Base Resources on October 2, 2024. Prior thereto, he served as the Managing Director of Base Resources (a function he continues to perform in his current role).

Determination of Compensation

Base Salaries

Base salary is a fixed component of pay that compensates executives for fulfilling their roles and responsibilities and aids in attracting and retaining qualified executives.

Base compensation for the CEO is generally fixed by the Board on an annual basis at its regularly scheduled meeting in January for application in that year, based on recommendations from the Compensation Committee. In making its recommendations to the Board, the Compensation Committee evaluates those levels of compensation reported by the Company's current peer group approved by the Compensation Committee. Generally, base salary for the CEO is set relative to the base salaries paid to other CEOs in the current peer group; however, the Board, in its discretion, may also take into account any additional recommendations of the Compensation Committee, as well as the Board's own assessment of the performance of the Company overall, the Company's specific projects and the CEO's individual contribution to both in addition to any other factors or considerations deemed relevant.

Base compensation for the NEOs, other than the CEO, is generally fixed by the Compensation Committee on an annual basis at its regularly scheduled meeting in January for application in that year. As with the base salary for the CEO, base salaries for the NEOs, other than the CEO, are set relative to the levels of compensation reported by the Company's current peer group approved by the Compensation Committee, to the extent data on such roles is available for benchmarking purposes. The Compensation Committee may also take into account for all NEOs (and particularly for those whose roles do not have readily available peer group benchmarking data) its assessment of the performance of the Company overall, the Company's specific projects and the particular individual's contributions to that performance.

Base salaries for the NEOs in 2024 were set by the Board, taking into account base salaries for comparable positions in the 2024 Compensation Peer Group and Company and individual contributions and performance, as appropriate.

The following table shows the base salaries of the NEOs as of December 31, 2024 and December 31, 2023:

Notes:

(1) Mr. Carstens was appointed to serve as the Company's Executive VP, Heavy Mineral Sands, effective as of the Company's completion of its acquisition of Base Resources on October 2, 2024. Prior thereto, he served as the Managing Director of Base Resources (a function he continues to perform in his current role). Mr. Carstens' base salary for 2024 is his annual base salary of $448,560 pro-rated based on his days of employment with the Company in 2024.

Cash Bonuses

Along with the establishment of competitive base salaries and long-term incentives, one of the objectives of the executive compensation strategy is to encourage and recognize strong levels of performance by linking the overall performance and contributions of each NEO to the corporate objective of maximizing value for the Company's shareholders.

The cash bonus for the CEO for each fiscal year is approved by the Board, based on the overall financial performance of the Company, levels of bonuses provided by benchmark companies, any target bonus percentages of base salary set out in the CEO's employment agreement, and particularly the achievement of objective measures and individual performance of the CEO relative to pre-established performance goals for the year in question. Generally, the target cash bonus level is set at a competitive level relative to the cash bonus targets within the current peer group as a percent of base salary, and the CEO's actual bonus is based on how well the CEO and the Company met the annual performance goals set by the Board in the Company's STIP as described under "Performance Goals," below. Ultimately, the cash bonus for the CEO is determined, at the sole discretion of the Board, based on recommendations from the Compensation Committee.

The cash bonuses for the NEOs, other than the CEO, for each fiscal year are approved by the Compensation Committee, based on the overall financial performance of the Company, levels of bonus opportunities provided by benchmark companies, any target bonus percentages of base salary set out in the individual employment agreements, and particularly the achievement of objective measures and individual performance of the NEO, and based on recommendations and general input from the CEO. Generally, the target cash bonus levels for the NEOs, other than the CEO, are set at competitive levels relative to cash bonus targets for similar roles within the current peer group as a percent of base salary, and each NEO's actual bonus is based on how well the NEOs and the Company collectively met the annual performance goals set by the Board in the Company's STIP as described under "Performance Goals," below. Generally, the cash bonuses earned in a fiscal year are determined by the Board at its first meeting in January of the following year. The cash bonuses in respect of each fiscal year of the Company may be paid in one or more installments, as determined by the Board, or the Compensation Committee, as the case may be.

In addition, the Board may, from time to time, grant additional cash bonuses to one or more of the NEOs, in special circumstances, such as the successful completion of a major transaction.

A summary of the STIP cash bonus methodology in 2024 is below:⁽¹⁾

Notes:

(1) There is no guaranteed floor or minimum, and payments may go to zero depending on performance.

(2) Mr. Carstens was appointed to serve as the Company's Executive VP, Heavy Mineral Sands, effective as of the Company's completion of its acquisition of Base Resources on October 2, 2024. Prior thereto, he served as the Managing Director of Base Resources (a function he continues to perform in his current role). Mr. Carstens' base salary for 2024 is his annual base salary of $448,560 pro-rated based on his days of employment with the Company in 2024.

The year-over-year increase in targets as a percentage of salary were made in response to a review of the 2023 peer group's 2022 short-term incentive bonus awards (being the most up-to-date publicly available data at that time), which indicated that the bonus opportunities for the NEOs were below the peer group averages and medians. The Board, at the recommendation of the Compensation Committee, therefore determined that it was advisable to make certain increased adjustments to the target levels so as to better align the NEOs' compensation structure with that of the Company's peer group, particularly in light of the NEOs' strong performance during the 2023 year, as reviewed in early 2024.

Long-Term Incentives - Equity Compensation

Under the 2024 Equity Incentive Plan, which was originally approved by the Board on January 28, 2015 and ratified by the shareholders of the Company at the June 2015 Annual and Special Meeting of Shareholders, and most recently amended and restated on April 10, 2024 , as further amended on May 24, 2024, and ratified by the shareholders of the Company at the June 11, 2024 Annual and Special Meeting of Shareholders, the Board may, in its discretion, grant from time to time Options, Stock Appreciation Rights ("SARs"), Restricted Stock and RSUs, Deferred Share Units, Performance Shares, Performance Units, and Full-Value Stock-Based Awards to employees, Directors, officers and consultants of the Company and its affiliates.

The equity award for the CEO for each fiscal year is approved by the Board, based on the overall financial performance of the Company, levels of equity awards provided by benchmark companies, any target equity award percentages of base salary set out in the CEO's employment agreement, and particularly the achievement of objective measures and individual performance of the CEO relative to pre-established long-term performance goals for the year in question. Generally, the target equity award amount is set at a competitive level relative to the equity awards granted within the current peer group as a percent of base salary, and the CEO's actual equity award is based on how well the CEO and the Company met the annual long-term performance goals set by the Board in the Company's LTIP as described under "Performance Goals," below. Ultimately, the equity award for the CEO is determined, in the sole discretion of the Board, based on recommendations from the Compensation Committee.

The equity awards for the NEOs, other than the CEO, for each fiscal year are approved by the Compensation Committee, based on the overall financial performance of the Company, levels of equity awards provided by benchmark companies, any target equity award percentages of base salary set out in the individual employment agreements, and particularly the achievement of objective measures and individual performance of the NEO, and based on recommendations and general input from the CEO. Generally, the target equity award amounts for the NEOs, other than the CEO, are set at competitive levels relative to equity awards granted within the current peer group as a percent of base salary, and each NEO's actual equity award is based on how well the NEOs and the Company collectively met the annual long-term performance goals set by the Board in the Company's LTIP as described under "Performance Goals," below.

Equity incentives granted to NEOs may be made subject to specific vesting requirements, which may include vesting over a particular period of time or in response to the achievement of other performance-based metrics. Generally, equity awards for a fiscal year are determined by the Board at its first meeting in January the following year. In addition, the Board may, from time to time, grant additional equity awards to one or more of the NEOs, in special circumstances, such as the successful completion of a major transaction or for succession planning/retention purposes.

Annual RSU Grants

In 2024, under the LTIP, the Company relied on the grant of performance based RSUs to align the NEOs' interests with shareholder value.

Except as otherwise provided for in the NEOs' employment agreements, as they are revised from time to time, the RSUs granted in January 2025 for performance in 2024 will vest as to 50% on January 27, 2026, will vest as to an additional 25% on January 27, 2027 and as to the remaining 25% on January 27, 2028. Upon vesting, each RSU entitles the holder to receive one Common Share for the payment of no additional consideration.

The Company considers RSUs to be an excellent form of equity incentive, which allows the Company to achieve its performance-based incentive and retention goals. First, because the Company's performance is heavily dependent on commodity prices, and traditional performance measures such as earnings per share, revenue growth, and earnings before interest, taxes, depreciation and amortization, etc. have not been meaningful in the past, share price performance is one of the main measures of long-term performance for the Company and is tightly linked to the creation of shareholder value. Because the RSUs vest over a three-year period, with the number of shares vesting each year set at the time of grant, the value of the shares at the time of vesting will be directly dependent on the Company's share price at the time of vesting. If management is successful in increasing the Company's share price over the three-year period, the value of the shares at each vesting date will have increased; however, if management is not successful in increasing share prices over that time period, the value of management's vested shares may decrease. The Company therefore considers RSUs to provide a very effective long-term share-performance-based form of equity incentive. In addition, because an executive will forfeit all unvested RSUs if the executive leaves the Company to take employment elsewhere, the unvested RSUs also help the Company satisfy its retention objectives.

The RSUs granted to the NEOs in January 2025 for performance in 2024, in addition to the performance-based stock options granted (see below), were as follows:

Notes:

(1) The RSUs were determined using the volume weighted average price ("VWAP") of the UUUU stock price over the five trading days ending at market close on January 28, 2024 (NYSE American) of $5.558/Common Share.

(2) Mr. Carstens was appointed to serve as the Company's Executive VP, Heavy Mineral Sands, effective as of the Company's completion of its acquisition of Base Resources on October 2, 2024. Prior thereto, he served as the Managing Director of Base Resources (a function he continues to perform in his current role).

A summary of the LTIP equity grant methodology in 2024 is below:⁽¹⁾

Annual Stock Appreciation Right Grants

At its meeting on January 26, 2023, the Board approved an SAR Plan for the Company, which provides key parameters pursuant to which the Board, in its complete discretion, may make annual SAR grants to senior management personnel and others performing those roles. Prior to implementation of the SAR Plan in January 2023, the Board granted SARs on an ad hoc basis in 2019 and 2022. The SAR Plan provides an added level of equity performance awards that are intended to incentivize management to achieve the Company's strategic long-term goals over the specified term of the SARs, based on significant common share price growth objectives, and to reward management for achieving those growth objectives. Under the SAR Plan, when and if utilized, senior management personnel will generally be granted SARs having a value equal to 50% of the target value of their RSU grants under the LTIP or otherwise. The term of each SAR grant will be five (5) years from the date of grant and will vest in three separate tranches according to increasingly higher NYSE American closing prices of the Company's common shares, known as "Vesting Trigger Prices." All SAR grants have a one (1)-year holding period from the date of grant during which any vested SARs may not be exercised. The SAR grants are discretionary, and the size of the grants and the terms and conditions of the grants are in the discretion of the Board and may vary from the terms and conditions described above.

No SARs were granted for performance in 2024.

Annual Performance-Based Stock Options at a 10% Premium

In 2023, in response to the Company's proxy statement for the year ended December 31, 2022, the Company received feedback that its SAR grants made prior to, and in accordance with, its SAR Plan were not viewed as ideal mechanisms for performance-based equity grants due to their "retesting opportunity," whereby recipients are given multiple opportunities for the stock price performance metrics to be met but not necessarily sustained over the long-term, noting a rolling 90-day performance period over a five-year performance window. The concern was that the "rolling" feature could create a risk that pay outcomes and long-term performance will not be aligned. In addition, the SARs proved to be administratively complex, making them at times difficult to administer and therefore a less favorable incentive tool compared to the other forms of equity utilized by the Company. 

In response, in January 2024, the Company opted to move away from the SAR Plan and, rather than make its annual grant of SARs to its NEOs and certain other high-level employees under the SAR Plan at that time, elected to instead grant to the same designated recipients performance-based stock options, entitling those recipients to purchase one Common Share of the Company at an exercise price (the "Performance-Based Options") set at a 10% premium to the higher of (i) the VWAP of the Common Shares of the Company on the NYSE American for the five trading days ending on the last trading day prior to the date of the meeting when granted, and (ii) the closing price of the common shares of the Company on the NYSE American on the last trading day prior to the date of such meeting.

In January 2025, the Company granted Performance-Based Stock Options to its NEOs and senior management equal in value to 50% of the target value of the RSUs to be granted under the Company's LTIP to each recipient. The Performance-Based Stock Options have an exercise price set at a 10% premium to the higher of (i) the VWAP of the Common Shares of the Company on the NYSE American for the five trading days ending on the last trading day prior to the date of the meeting when granted, and (ii) the closing price of the common shares of the Company on the NYSE American on the last trading day prior to the date of such meeting, which, as of January 28, 2025, was $6.114. The Performance-Based Options vest as to 50% on January 29, 2026 and as to the remaining 50% on January 29, 2027. The term of the Performance-Based Options is five years, ending on January 28, 2030.

The Performance-Based Stock Options granted to the NEOs in 2025 for performance in 2024, in addition to the RSUs granted, were as follows:

Notes:

(1) The Performance-Based Stock Options were valued by the application of the Black-Scholes option pricing formula, resulting in a Fair Value of $2.294 per Performance-Based Stock Option.

(2) Mr. Carstens was appointed to serve as the Company's Executive VP, Heavy Mineral Sands, effective as of the Company's completion of its acquisition of Base Resources on October 2, 2024. Prior thereto, he served as the Managing Director of Base Resources (a function he continues to perform in his current role).

Performance Goals

As discussed above, the Company is in industries that are heavily dependent on the prices of uranium, REEs, HMS, vanadium and radioisotopes. When these commodity prices are high, development, extraction, production and related operations can be in full swing and booming. However, when these commodity prices are low, operations and other development activities are generally curtailed, and properties and facilities are placed on standby or are potentially shut down. In addition, many of the Company's projects are in the development or permitting stage and are generating negative cash flows at this time. During those periods of low commodity prices, which the Company has experienced in varying degrees over the last several years, and with projects in the development and permitting stages, industry participants can face negative cashflows and losses and are often tasked with minimizing those negative cashflows and losses, while at the same time maintaining their valuable assets in a state of readiness for a ramp-up when commodity prices recover and/or project development is complete. As a result of this heavy reliance on commodity prices and large fluctuations in cashflows and income and losses, and given the development stage of many of the Company's projects, typical performance metrics, such as net income, earnings per share, revenue growth, and earnings before interest, taxes, depreciation and amortization, etc. are not always meaningful to the Company.

To address this issue, the Company implemented the STIP in January 2016 and the LTIP in January 2018, which are intended to set out meaningful performance criteria tailored specifically to the Company, in light of the general inability to rely on more standard performance indicators. The STIP sets short-term performance goals each year that are tied primarily to the Company meeting its annual budget, as set by the Board, as well as the objectives over the year as set out in the Company's long-term strategic plan. Cash bonuses for NEOs are awarded each year based on performance relative to the STIP performance goals for the year, as determined by the Board in January of the following year.

The LTIP sets long-term performance goals each year tailored specifically to the Company that have implications beyond the current year. Equity awards for NEOs are awarded for each year based on performance relative to the LTIP performance goals for the year, as determined by the Board in January of the following year. The equity awards are typically in the form of RSUs that vest over a three-year period. Although performance goals are not contained in the RSUs themselves, the number of RSUs awarded for any year is based on the success of management in meeting the year's long-term performance goals. Further, because the RSUs vest over a three-year period, the RSUs provide an additional performance incentive for management, because the better the Company performs over the long term, the better the Company's share performance will be, and the higher the value of the RSUs will be when they vest in the future.

In addition, as detailed above, the Company has in the past utilized performance-based SAR grants as well as, most recently, Performance-Based Option grants at a 10% premium. Both the SARs and Performance-Based Options provide an added level of equity performance awards that are intended to incentivize senior management to achieve the Company's strategic long-term goals over the specified terms of the grants, based on significant common share price growth objectives, and to reward management for achieving those growth objectives. Both SAR grants and Performance-Based Option grants are discretionary, and the size of the grants and the terms and conditions of the grants are in the discretion of the Board and may vary from the terms and conditions described above.

The Company has found that the STIP and LTIP have been very effective in setting meaningful goals specific to the Company that can be managed by the NEOs and objectively evaluated by the Board. The Company is very pleased with its executive incentive program, which continues to evolve as needed to adequately respond to Company needs and market feedback, and believes it encourages and recognizes strong levels of performance by linking the overall performance and contributions of each NEO to the corporate objective of maximizing value for the Company's shareholders.

STIP Goals and Performance

The purpose of the STIP is to align short-term (generally one year or less) performance of NEOs with the Company's annual business plan and other specified criteria through awarding participants with cash bonuses that are a function of performance against STIP goals. How well NEOs perform at achieving STIP goals determines whether the NEOs' cash bonuses are at, above or below their target levels.

In January of each year, the Compensation Committee completes a STIP matrix including goals, metrics and weightings to serve as the basis for measuring short-term performance of the Company and the participants during and at the end of the year. The STIP matrix generally contains several objective criteria (such as criteria tied to successful implementation of the annual business plan for the year), as well as a subjective category. The objective performance goals generally apply equally to all NEOs, recognizing the need for all top executives to work as a team to achieve corporate goals. The objective criteria serve as the short-term performance goals for the CEO and the top management group.

The performance metrics for the STIP objective performance goals are generally structured so that, if the senior management team performs as expected, the mid-level (100% of target) will be achieved for each of the objective performance goals and the target cash bonus level will be achieved. If performance is lower than expected for an objective performance goal, then the lower level (generally expected to be set at approximately 0-50% of target) will apply, and likewise if performance is greater than expected for the criteria, the higher level (generally expected to be set at approximately 150% of target) will apply.

The subjective evaluation for each participant is performed by the Compensation Committee, upon the recommendations and input of the CEO, and may take into consideration individual contributions and achievements of participants, workloads, reaction to market conditions over which the participant has no control, leadership, relationship with the Board, and other elements specific to the participant that warrant attention during the year. The target weighting of the subjective category is generally applied equally across each STIP participant, recognizing the need for all top executives to focus primarily on working as a team to achieve the objective corporate goals set for the CEO and the senior management team. While the subjective category is only one of many factors taken into consideration annually and therefore generally does not exceed more than 20-30% of the total bonus amount for each participant, the Compensation Committee may take a higher target weighting into consideration in unique circumstances where the Company's performance has been especially noteworthy or important in that year, or if otherwise considered appropriate.

The Compensation Committee determines the target cash bonus level for each participant, generally to be set as a percentage of base salary at the same time it determines the STIP matrix, by referencing the cash bonuses awarded to those in comparable positions within the current peer group established by the Compensation Committee, which necessarily reflects the most recent year for which such data is publicly available. Those considerations must be considered in light of the target bonus percentages of base salary set out in the individual NEOs' employment agreements. The actual cash bonus award could be lower or higher than the target bonus level depending on the Compensation Committee's actual evaluation of the performance metrics for the year, as well as any information for industry trends, price level adjustments or other factors that indicate the data for the year in comparison would understate or overstate the expected cash bonuses for those with comparable positions in the peer group during the performance year.

For 2024, the STIP also applies an overriding health and safety factor, which serves to reduce or eliminate any cash bonuses otherwise payable if the Company fails to meet stipulated health and safety performance criteria. The Board also has the authority to vary from the STIP as it sees fit.

2024 STIP Goals and Performance

In situations such as for 2024, where the Company was not generating sufficient revenues to result in earnings from operations, factors such as managing production, cash expenditures, overheads and working capital balances, maintaining valuable assets on standby and advancing other assets and initiatives, all as set out in the Company's annual budget, are more important for guiding management and judging management's performance than broad corporate-level financial performance metrics. Cash bonuses earned in 2024 were based on management's performance in 2024 relative to the 2024 STIP performance goals and were paid in February 2025.

For 2024, the STIP performance goals, which together comprise the 2024 total STIP weighting, a summary chart and additional summary details are below:

Notes:

(1) ESG is short for Environmental, Social and Governance and represents core corporate governance values actively being integrated into the Company's business and more transparently and meaningfully disclosed where already in place.             

• Total Recurring and Non-Recurring Cash Flow plus Minimum Liquid Working Capital Balance

Under this performance goal, the Company was required to manage its operating costs in 2024 to meet or exceed specified total recurring and non-recurring cash flow and liquid working capital requirements, (10% of the total STIP weighting at 100% of target). Specifically, 100% of target required total recurring and non-recurring cash flow for 2024 to be equal to or greater than (i.e., less cash negative than) ($108.2) million but less than (i.e., more cash negative than) or equal to ($80.0) million with liquid working capital of at least $41.2 million; 150% of target required cash flows of greater than (i.e., less cash negative than) ($80.0) million with liquid working capital of at least $41.2 million; 50% of target meant cash flows of less than (i.e., more cash negative than) ($108.2) million but equal to or greater than (i.e., less cash negative than) ($122.3) million with liquid working capital of at least $41.2 million; and 0% of target resulted if such value was less than (i.e., more cash negative than) ($122.3) million, or liquid working capital of less than $41.2 million. It should be noted that all dollar amounts in this performance goal, including liquid working capital amounts, were to be adjusted for inflation at a rate of 2.24% based on adjustments in the GDP Price Deflator between Q3 2023 through Q3 2024, being the latest available published data point at the time evaluated.

A number of exclusions from net recurring and non-recurring cash flows were assumed, including: the proceeds from the sale of any mineral or capital assets or the costs and expenses associated with pursuing or completing any such sale (provided, recurring cash flows would include any reductions in holding and other recurring costs resulting from the disposition of the mineral property or capital assets); costs or revenues relating to special projects approved by the Board that are not contemplated by the 2024 Business Plan and Budget, any extraordinary items not contemplated by the 2024 Business Plan and Budget that are beyond the reasonable control of the Company, any appropriate adjustments to reflect changes in the underlying assumptions (such as purchases of U₃O₈ from third parties), and any at-the-market public offering ("ATM") or other financial proceeds, a number of which adjustments were made as a part of the 2024 STIP evaluation.

Based on the Company's evaluations the adjusted total recurring and non-recurring cash flow for 2024 was determined to be approximately ($65.7) million, after adjusting for Board approved non-budgeted items and other non-budgeted factors, which placed the net recurring and non-recurring cash flows at 150% of Plan for this performance goal (or 15% total).

As of December 31, 2024, the liquid working capital balance, comprised of cash and qualifying marketable securities, less the net difference between accounts receivable, accounts payable and accrued liabilities, plus the value to the Company of uranium, vanadium and REE concentrate ("RE Concentrate") product inventory in salable form as of December 31, 2024 was approximately $161.3 million, which is more than the stipulated amount of $41.2 million.

Based on these factors, 150% of target had been achieved a weighting of 15% was achieved for this performance goal.

• Uranium Mining and Production

Under this performance goal, the Company was required to advance its uranium mining and production (17.5% of the total STIP weighting at 100% of target). Specifically, 100% of target required the Company to achieve all of the following: (A) produce at least 160,000 lbs. + 20% of packaged U₃O₈ concentrate at the Mill; (B) mine at least 70,000 tons + 20% of ore at the La Sal/Pandora mines; and (C) Mine at least 27,700 tons + 20% of ore from the Pinyon Plain mine. 50% of target required the Company to have achieved any two of the following: (A) produce at least 64,000 lbs. of packaged U₃O₈ concentrate at the Mill; (B) mine at least 28,000 tons of ore at the La Sal/Pandora mine; and/or (C) Mine at least 11,080 tons of ore from the Pinyon Plain mine. 150% of target required the Company to Achieve any two of the following: (A) produce greater than 192,000 lbs. of packaged U₃O₈ concentrate at the Mill; and/or (B) mine greater than 84,000 tons of ore at the La Sal/Pandora mines; and/or (C) Mine greater than 33,240 tons of ore from the Pinyon Plain Mine.

As at December 31, 2024, the Company had produced approximately 160,000 lbs. of packaged U₃O₈ concentrate at the Mill during 2024 and approximately 31,000 tons of ore at the La Sal/Pandora mines (as well as approximately 7,000 tons of ore at the Pinyon Plain mine, 50% of target had been achieved, and a weighting of 8.75% was achieved for this performance goal.

• Advance Development at Nichols Ranch

Under this performance goal, the Company was required to advance development at its Nichols Ranch project (10% of the total STIP weighting at 100% of target). Specifically, 100% of target required the Company to have completed delineation drilling for header houses Nos. 10-13 at the Nichols Ranch project (approximately 125 delineation holes). 50% of target required the Company to have commenced delineation drilling for header houses Nos. 10-13 at the Nichols Ranch project. 150% of target required the Company to have achieved both of the following: (A) completed delineation drilling for header houses Nos. 10-13 at the Nichols Ranch project (approximately 125 delineation holes); and (B) completed the design of the wellfield for header house No. 10 and commenced installation of production wells for header house No. 10.

During 2024, the Company completed delineation drilling for header houses 10-13 at Nichols Ranch, with the drilling of 160 delineation holes, and as a result 100% of target had been achieved, and a weighting of 10% was achieved for this performance goal.

• ESG Goal: Advance REE Initiative

Under this performance goal, the Company was required to advance its REE initiative (17.5% of the total STIP weighting at 100% of target). Specifically, 100% of target required the Company to have achieved both of the following: (A) produced off-spec NdPr oxalate from the Phase 1 separation facility at the Mill; and (B) developed a plan to address the off-spec issues associated with the NdPr. 50% of target required the Company to have achieved both of the following: (A) commissioned and run at least 250 tonnes of monazite through the Phase 1 separation facility at the Mill; and (B) advanced engineering activities relating to construction of the Phase 2 NdPr separation facility at the Mill. 150% of target required the Company to have produced on-spec NdPr oxalate from the Phase 1 separation facility at the Mill.

As the Company had produced on-spec NdPr oxalate from the Phase 1 separation facility at the Mill during 2024, 150% of target had been achieved, and a weighting of 26.25% was achieved for this performance goal.

• ESG Goal: Advance South Bahia Project

Under this performance goal, the Company was required to advance its South Bahia project (10% of the total STIP weighting at 100% of target). Specifically, 100% of target required the Company to have achieved all of the following: (A) completed at least 10,000 ft of sonic drilling or such lesser footage as may be sufficient to support a technical report containing mineral resources to be published in Q1 2025; (B) submitted drill results for assay; and (C) commenced baseline environmental studies. 50% of target required the Company to have achieved both of the following: (A) complete at least 7,500 ft of sonic drilling or such lesser footage as may be sufficient to support a technical report containing mineral resources to be published in Q1 2025; and (B) submitted Terms of Reference to Brazilian authorities for approval to commence baseline environmental studies. 150% of target required the Company to have achieved one of the following: (A) completed baseline environmental studies; or (B) completed a scoping level study report for one or more process plants.

During 2024, although the Company had completed a scoping level study report for one or more process plants for the South Bahia Project, which would have resulted in 150% of target having been achieved, the Board elected to award only 125% of target for this performance goal because all the criteria for 100% of target had not also been satisfied. As a result, a weighting of 12.5% was achieved for this performance goal.

• ESG Goal: Advance TAT Development and Permitting

Under this performance goal, the Company was required to advance its TAT developing and permitting (10% of the total STIP weighting at 100% of target). Specifically, 100% of target required the Company to have achieved all of the following: (A) obtained an R&D license for the lab analysis and testing for the recovery of Ra-228 at the Mill; (B) completed engineering on the design of the flow sheet and R&D pilot facility for the production of Ra-226 at the Mill; and (C) set up the R&D facility using at least one test circuit. 50% of target required the Company to have advanced engineering on the design of the flow sheet and R&D pilot facility for the production of Ra-226 at the Mill. 150% of target required the Company to have achieved both of the following: (A) obtained an R&D license for the lab analysis and testing for the recovery of Ra-228 at the Mill; and (B) submitted at least one sample of Ra-226 produced at the Mill to an off-taker or laboratory to determine whether or not the sample meets the off-taker's or industry specifications for receipt and purchase.

During 2024, the Company had advanced engineering on the design of the flow sheet and R&D pilot facility for the production of Ra-226 at the Mill to the satisfaction of the Compensation Committee, and as a result 50% of target had been achieved, and a weighting of 5% was achieved for this Performance Goal.

• Subjective Component

Under this performance goal, each NEO is given a subjective evaluation specific to the NEO's particularized roles and responsibilities within the Company (25% of the Total STIP weighting at 100% of target).

With respect to the subjective component, 150% of target was achieved by all NEOs, which resulted in a weighting of 37.5% for this performance goal for all NEOs. In making this conclusion, the Compensation Committee considered the following factors (the "2024 Subjective Factors"):

i) Uranium Sales

(A) Contract and Spot Sales During 2024

The Company has four long term contracts with major U.S. nuclear utilities and entered into spot sale agreements with three customers during 2024. Under these contracts, the Company sold 450,000 pounds of U₃O₈ during 2024 with a weighted-average sales price of $84.23 per pound

The spot U₃O₈ price was $73.50 per pound as at December 31, 2024.

(B) New Long-Term Uranium Supply Contract

During 2024, the Company entered into a uranium supply contract with a U.S. electric utility Company which constitutes the Company's fourth long-term utility contract. This contract has deliveries of 200,000 lbs. U₃O₈ in 2026 and 100,000 lbs. in 2027, along with optional deliveries of 100,000 lbs. in 2028 and 2029. 

In total, the Company's four long-term utility contracts require future deliveries of uranium between 2025 and 2030, with base quantities totaling 2.80 million pounds of uranium sales remaining over the period, and up to 4.25 million pounds of uranium, if all remaining options are exercised.

(C) Inventories

As of December 31, 2024, the Company had approximately 395,000 pounds of finished uranium inventories located at the Mill and conversion facilities in North America. Additionally, the Company has approximately 725,000 pounds of additional U₃O₈ contained in stockpiled Alternate Feed Materials and other ore inventory at the Mill or nearby mine sites that can potentially be recovered relatively quickly in the future, as market conditions and contract requirements may warrant.

As of December 31, 2024, the Company held approximately 905,000 pounds of finished V₂O₅ in inventory, and there remains an estimated 1.0 to 3.0 million pounds of additional solubilized recoverable V₂O₅ remaining in tailings solutions at the Mill awaiting future recovery, as market conditions may warrant.

The Company also produced approximately 38 tonnes of separated NdPr in 2024, substantially all of which it currently holds in inventory. Additionally, the Company has approximately 28 tonnes of NdPr plus approximately 4 tonnes of Sm⁺ RE Carbonate in solution in its Phase 1 separation circuit.

ii) Strong Working Capital Position

The Company continues to maintain a strong working capital position, commencing 2025 with $161.3 million in liquid working capital (which does not include equity securities totaling $22.7 million at December 31, 2024).

iii) Five-Year Strategic Plan/Long-Term Business Plan

Management presented a Five-Year Strategic Plan to the Board, using increasingly concrete assumptions based upon actual experiences from 2024 and negotiated commercial terms with third parties, that results in a reasonable expectation of sustained positive cash flows for the Company in future years. The 2025 Strategic Plan is (for the most part) based on: (i) actual experience (the construction, commissioning and operation of the Phase 1 REE Separation Circuit at the Mill, and further pre-feasibility studies for the Phase 2 REE Separation Facility at the Mill); and (ii) the actual acquisition of key assets (the acquisition of Base Resources and thereby the acquisition of the Toliara Project (as defined below), and the entering into of a joint venture for the earn-in of up to a 49% interest in the Donald Project (as defined below)); and (iii) advancements of the acquired assets (the lifting of the suspension and entering into of a memorandum of understanding ("MOU") with the Madagascar government for the Toliara project, thereby reducing the risk profile for that project, and the advancement of pre-final investment decision ("FID") work on the Donald Project, thereby working towards firming up capital and operating expense expectations for that project. As a result, the Company believes the 2025 Strategic Plan uses more refined assumptions than the assumptions used in the 2024 Strategic Plan, with a better overall result, and is therefore seen as a big step forward in realizing the Company's Strategic Plan.

iv) M&A Activity

During 2024, the Company was involved in a number of merger and acquisition ("M&A") opportunities:

(A) Donald Project Joint Venture

On June 3, 2024, the Company executed binding agreements with Astron for the creation of a joint venture (the "Donald Project JV") to jointly develop and operate the Donald Rare Earth and Mineral Sands Project in Australia (the "Donald Project"). The Donald Project is a well-known HMS and REE deposit that the Company believes could provide it with another near-term, low-cost, and large-scale source of monazite sand that would be transported to the Mill for the recovery of separated REE products along with the contained uranium.

(B) Base Resources Acquisition

On October 2, 2024, EFR Australia Pty Ltd, a wholly owned subsidiary of the Company, completed the acquisition of all of the fully paid ordinary shares of Base Resources pursuant to a Scheme Implementation Deed dated April 21, 2024. The Company, through its newly acquired subsidiary Base Resources, owns the Toliara Project which is a world-class, advanced-stage, low-cost, and large-scale HMS project. In addition to its stand-alone, ilmenite and rutile (titanium) and zircon (zirconium) production capability, the Toliara Project also contains large quantities of monazite, which is a rich source of the 'magnetic' REEs used in EVs and a variety of clean energy, defense and advanced technologies, as well as a source of recoverable uranium, which, upon development, would be shipped to the Mill for the recovery of REEs and the contained uranium.

(C) Acquisition of RadTran

On August 16, 2024, the Company acquired RadTran, a private company specializing in the separation of critical radioisotopes, to further the Company's plans for development and production of medical isotopes used in cancer treatments. RadTran's expertise includes separation of radium-226 ("Ra-226") and radium-228 ("Ra-228") from uranium process streams. This acquisition is expected to significantly enhance Energy Fuels' planned capabilities to address the global shortage of these essential isotopes used in emerging TATs for cancer treatment. Since July 2021, Energy Fuels and RadTran had been working under a Strategic Alliance.

v) Advancing Toliara

(A) Lifting of Suspension

On Nov. 28, the Company announced that the Madagascar Council of Ministers, as Chaired by the President of the Republic of Madagascar, had lifted the suspension (the "Suspension") of the Company's 100%-owned Toliara critical minerals project (the "Toliara Project"). The Suspension was imposed by the Government of Madagascar (the "Government") in November 2019.

The lifting of the suspension by the Government is a significant step in the development of the Toliara Project. The Company can now re-commence development and other technical activities on the ground, which are expected to include the re-establishment of the Company's social programs, additional mine planning and engineering, expanding the critical mineral resource base, as well as progressing other legal activities necessary to progress the Toliara Project and achieve a positive FID.

(B) Memorandum of Understanding

On Dec. 5, 2024, the Company announced that it had entered into an MOU with the Government of Madagascar setting forth certain key terms applicable to the Company's Toliara Project.

The MOU is the culmination of extensive negotiations over several years with the Government on fiscal and other terms applicable to the Toliara Project and a major step forward in advancing the Project. While the Company is progressing towards an FID, which is expected to be made in Q2 2026, the Company will continue working with the Government to formalize the terms and conditions set out in the MOU through the implementation of a "Stability Mechanism" consisting of one or a combination of the following: (a) submittal of an Investment Agreement to the Madagascar Parliament for approval as law and certification of the Toliara Project ("Project Certification") under existing law establishing a special regime for large scale investments in the Malagasy mining sector (the "LGIM"); (b) promulgation of amendments and revisions to the existing LGIM (the "LGIM Amendment") in a form that provides for the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements, for large-scale projects and have Project Certification under the amended LGIM, together with an Investment Agreement (if reasonably required) submitted to Parliament for approval as law; and/or (c) another agreed upon mechanism that achieves the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements, applying to large-scale mining projects.

The lifting of the suspension and entering into of the MOU are major steps that Base Resources had been attempting to complete for several years prior to the acquisition of Base Resources by the Company. The Company is very pleased that these steps were completed within months after completion of the acquisition.

vi) Advancing toward FID For Donald Project

During 2024, the Company spent $12.9 million, including $3.5 million in Common Shares, advancing the Donald Project to an FID, which could occur as early as mid-2025, depending on then-prevailing commodity prices and the ability of the Company to enter into suitable NdPr offtake agreements at that time.

vii) REE Program Advancement

During 2024, the Company made significant advancements in its goal to bring the REE supply chain back to the United States, including:

(A) Phase 1 Separations Circuit

During the three months ended June 30, 2024, the Company completed the commissioning of the Mill's newly installed Phase 1 separation circuit, from which it produced approximately 38 tonnes of separated NdPr in 2024. Additionally, the Company has approximately 28 tonnes of NdPr plus approximately 4 tonnes of Sm⁺ RE Carbonate in solution in its Phase 1 separation circuit.

The Phase 1 REE separation facilities involve modifications and enhancements to the existing solvent extraction ("SX") circuits at the Mill and have the design capacity to process approximately 8,000 to 10,000 tonnes of monazite per year, producing roughly 4,000 to 6,000 tonnes of total rare earth oxides ("TREO"), containing roughly 850 to 1,000 tonnes of recoverable separated NdPr per year.

Because Energy Fuels is utilizing existing infrastructure at the Mill, Phase 1 capital including commissioning totaled approximately $19 million (depending on the offset value of NdPr production during the commissioning process, which has yet to be sold). This is favorable to the Company's initial budget by approximately $6 million due to higher-than-expected quantities of NdPr produced during commissioning.

The commissioning of the circuit was completed in a mere five days and resulted in the production of on-spec NdPr oxalate from the initial start of production.

(B) Engineering Phase 2 Separations Circuit

During 2024, the Company continued to advance engineering on its Phase 2 separation facilities at the Mill. During Phase 2, Energy Fuels expects to expand its NdPr separation capabilities at the Mill, with an expected capacity, along with Phase 1, to process approximately 60,000 tonnes of monazite per year, containing approximately 30,000 tonnes of TREO. This amount of TREO would contain approximately 6,000 tonnes of NdPr per year, or sufficient NdPr for 3.0 to 6.0 million EVs per year. Phase 2 is also expected to add a dedicated monazite "crack-and-leach" circuit to the Mill's existing leach circuits and "heavy" REE separation capabilities at the Mill, including the production of Dy, Tb, and potentially other separated REE's and advanced materials. The Company will also evaluate the potential to produce lanthanum ("La") and cerium ("Ce") products, along with potentially other REE products. The Company expects to complete Phase 2 in 2028, subject to licensing, financing, and receipt of sufficient monazite feed.

viii) TAT Program

On August 16, 2024, the Company acquired RadTran, a private company specializing in the separation of critical radioisotopes, to further the Company's plans for development and production of medical isotopes used in cancer treatments. RadTran's expertise includes separation of Ra-226 and Ra-228 from uranium process streams. This strategic acquisition is expected to significantly enhance Energy Fuels' planned capabilities to address the global shortage of these essential isotopes used in emerging TAT for cancer treatment.

With this acquisition, the Company has combined its unique processing capabilities at the Mill, with over 40 years of chemical and metal separations experience, with RadTran's intellectual property and medical isotope experience in radionuclide separation and concentration, which we believe will position Energy Fuels to be a leader in this developing industry.

During 2024, the Company continued to advance engineering on the design of the flow sheet and R&D pilot facility for the production of Ra-226 at the Mill.

The Company also continues to advance its negotiations with a number of parties for offtake commitments for Ra-226.

ix) Uranium and Uranium/Vanadium Mining

(A) Mining at La Sal/Pandora and Pinyon Plain

During 2024, the Company continued with ore production at the La Sal, Pandora and Pinyon Plain mines.

At the La Sal and Pandora mines, the Company mined a total of 30,846 tons of ore during 2024, containing on average approximately 0.20% U₃O₈ for a total of approximately 83,400 pounds of contained U₃O₈.

For the twelve months ended December 31, 2024, the Company mined 6,805 tons of ore containing on average approximately 1.5% U₃O₈ for a total of approximately 204,000 pounds of contained U₃O₈ from the Pinyon Plain Mine.

(B) Navajo Nation Discussions

On January 29, 2025, the Company and the Navajo Nation, the largest indigenous tribe in the U.S., announced the signing of a landmark agreement governing the transport of uranium ore along federal and state highways crossing the Navajo Nation.

The Navajo Nation has suffered longstanding impacts from uranium mining conducted during the Cold War era, resulting in numerous abandoned mine and mill sites on their lands, none of which are associated with the Company or its predecessors. This has understandably caused mistrust toward the U.S. government and energy companies. The Company is honored that the Navajo Nation was willing to work with us in good faith to address their concerns and ensure that uranium ore transportation through the Navajo Nation will be done safely and respectfully.

Under the agreement, Energy Fuels has agreed to add additional protections and accommodations over and above the existing, strict U.S. Department of Transportation ("USDOT") requirements, including:

Additionally, the Company has committed to accepting and transporting, at no cost to the Nation, up to 10,000 tons of uranium-bearing cleanup materials from abandoned uranium mines within the Navajo Nation, which are primarily an unfortunate relic of old U.S. government uranium programs that began in the 1940s, in which Energy Fuels had no involvement. The Company has also committed to make further contributions to support the Nation's transportation safety programs, education, the environment, public health and welfare, and local economic development on the Navajo Nation relating to uranium matters. Negotiation of the agreement began in August 2024, after the Company voluntarily halted shipments of uranium ore, and has involved numerous in-person and virtual meetings between the Company and the Nation's senior leadership. Ore transportation across the Navajo Nation recommenced in February 2025.

(C) Development Activities

During 2024, the Company continued to prepare two other mines (Nichols Ranch and Whirlwind) for commencement of mining within one-year of a "go" decision on each mine.

(I) Delineation drilling at Nichols Ranch

The Company undertook exploration and development activities in 2024 to expand the resources at the Nichols Ranch Project and to further develop wellfields to be ready for potential recommencement of production within one year from a "go" decision, as market conditions warrant. In this regard, the Company completed delineation drilling for header houses Nos. 10-13 at the Nichols Ranch Project (approximately 160 delineation holes).

(II) Development Activities at the Whirlwind Mine

The Company continued rehabilitation and development work at its Whirlwind mine during 2024 in preparation for future production. In this regard, during 2024 the Company completed engineering design of a new, upgraded water treatment plant at the Whirlwind Mine and submitted a Mining and Reclamation Permit (112d) modification needed through the Division of Reclamation, Mining and Safety ("DRMS") for installation or upgrade of the Whirlwind Mine water treatment plant.

(D) Permitting

In 2024, the Company also advanced permitting and development on its Roca Honda Project and its Bullfrog Project in Utah, which serve as important pipeline assets for the Company's future conventional production capabilities, as market conditions may warrant, and completed the following major permitting initiatives:

• Re-engaged the U.S. Forest Service ("USFS") to continue the permitting process at the Roca Honda Project;
• Completed a mine plan optimization review for the Roca Honda Project;
• As discussed above, completed the engineering design for a new or upgraded water treatment plant at the Whirlwind Mine;
• As discussed above, submitted a Mining and Reclamation Permit (112d) modification needed through DRMS for installation or upgrade of the Whirlwind Mine water treatment plant;
• Performed an engineering study and completed a preliminary mine plan to support future mine planning or permitting at the Bullfrog Project; and
• Received USFS concurrence that a power line right of way for the Pinyon Plain mine is not required.

x) Expanded the Management Team

During 2024, the Company expanded its workforce from 148 to 210 employees, not including the employees the Company acquired from the acquisition of Base Resources, which amounted to 1,160 employees as of December 31, 2024. As a part of the Base Resources acquisition, the Company retained Base Resources' proven leadership and HMS operations team, which has an exceptional record of responsible asset development, construction, commissioning and profitable production in Africa. The Base Resources team will not only continue to oversee the development and operation of the Toliara Project but will also enhance the Company's HMS teams in Australia and Brazil, thus allowing the Company to maximize the value of all projects to the Company's shareholders. This workforce expansion has resulted in the addition of the following management personnel to the Company:

• Tim Carstens. With the acquisition of Base Resources, the Company appointed Mr. Tim Carstens as Executive Vice President, Heavy Mineral Sands Operations. Mr. Carstens is an experienced mining executive, with a career spanning more than 25 years in senior resources-sector roles, both in Australia and overseas;
• Nathan Longenecker. Mr. Longenecker is Senior Vice President and General Counsel for Energy Fuels. Mr. Longenecker has worked in the natural resources industry, both in-house and in private law practice, for almost 30 years;
• Kevin Balloch. Mr. Balloch is the Senior VP of Project Finance of the Company. He has over 30 years' financial and management experience in a diverse range of industries;
• Saleem Drera, Ph.D. Dr. Drera is Vice President, Radioisotopes, Radiological Systems and Intellectual Property for Energy Fuels. Saleem was the founder and Chief Executive Officer of RadTran, which Energy Fuels acquired in 2024;
• Debra Bennethum. On June 17, Debra Bennethum joined Energy Fuels' Management Team as Director, Critical Minerals & Strategic Supply Chain, and was promoted to Vice President, Critical Minerals & Strategic Supply Chain in January 2025. Ms. Bennethum is a chemical engineer who previously served as the EV Critical Minerals Manager in the Global Purchasing and Supply Chain Division of GM, and previously as the Program Purchasing Manager for GM's Battery Electric Vehicles and Crossovers division; and
• Guy Bradshaw. Mr. Bradshaw joined the Company on November 4, 2024 as Corporate Health and Safety Manager. Mr. Bradshaw has over 15 years of experience in environmental health and safety management, cross-functional risk management, audits and inspections and safety training, with a number of companies.

In addition to strengthening the Company's senior management team, these additions have also furthered the Company's succession planning objectives.

xi) Community Relations and Re-Imagining the Company

(A) San Juan County Clean Energy Foundation

On September 16, 2021, the Company announced its establishment of the San Juan County Clean Energy Foundation (the "Foundation"), a fund specifically designed to contribute to the communities surrounding the Mill in southeastern Utah. Energy Fuels deposited an initial $1 million into the Foundation at the time of its formation and now provides ongoing funding equal to 1% of the Mill's revenues, thereby providing an ongoing source of funding to support local priorities. The Foundation focuses on supporting education, the environment, health/wellness, and local economic development in the City of Blanding, San Juan County, the White Mesa Ute Community, the Navajo Nation and other area communities. An Advisory Board, comprised of local citizens from San Juan County, evaluates grant applications on a quarterly basis and makes recommendations to the Foundation's Managers for final review and approval. As of December 31, 2024, the Foundation has awarded 30 grants totaling $0.64 million, of which $0.25 million was committed to American Indian initiatives.

No health and safety factors were applied to reduce the STIP performance determinations for 2024.

Based on this analysis, the combined STIP performance weighting for 2024 was 115%. Accordingly, the cash bonuses awarded to NEOs for their performance in 2024 were determined by the Compensation Committee at its January 2025 meeting to be 115% of each NEO's target cash bonus amount. The following table shows the resulting cash bonuses earned in 2024 by the NEOs:

Notes:

(1) Mr. Carstens was appointed to serve as the Company's Executive VP, Heavy Mineral Sands, effective as of the Company's completion of its acquisition of Base Resources on October 2, 2024. Prior thereto, he served as the Managing Director of Base Resources (a function he continues to perform in his current role).

(2) Mr. Carstens' salary is paid in $AUS, which has been converted to $U.S. based on the $US/$AUS exchange rate at December 31, 2024 of 0.63.

(3) Mr. Carstens' cash bonus was pro-rated based on the number of days employed by the Company in 2024.

LTIP Goals and Performance

The purpose of the LTIP, which was first adopted in January 2018, is to align performance of NEOs with the Company's long-term (generally in excess of one year) goals and other specified criteria through awarding participants with equity awards in the form of RSUs that are a function of performance against LTIP goals. How well NEOs perform at achieving LTIP goals determines whether the NEOs' equity awards are at, above or below their target levels.

In January of each year, the Compensation Committee completes an LTIP matrix including goals, metrics and weightings to serve as the basis for measuring long-term performance of the Company and the participants during and at the end of the year. As with the STIP, the LTIP matrix generally contains several objective criteria as well as a subjective category. The objective performance goals generally apply equally to all NEOs, recognizing the need for all top executives to work as a team to achieve corporate goals. The objective criteria serve as the long-term performance goals for the CEO and the top management group.

The performance metrics for the LTIP objective performance goals are generally structured so that, if the senior management team performs as expected, the mid-level (100% of target) will be achieved for each of the objective performance goals, and the target equity award level will be achieved. If performance is lower than expected for an objective performance goal, then the lower level (generally expected to be set at approximately 0-50% of target) will apply, and likewise if performance is greater than expected for the criteria, the higher level (generally expected to be set at approximately 150% of target) will apply.

The subjective evaluation for each participant is performed by the Compensation Committee, upon the recommendations of the CEO, and may take into consideration individual contributions and achievements of participants, workloads, reaction to market conditions over which the participant has no control, leadership, relationship with the Board, and other elements specific to the participant that warrant attention during the year. The shared target weighting of the subjective category is meant to align all top executives in their primary focus of working as a team to achieve the long-term corporate objectives of the Company, as furthered by their delineated LTIP goals, and is balanced against the respective importance of each specified performance criterion in a given year. While the target weighting of the subjective category is intended to guide the senior management team in its level of focus on unexpected and more entrepreneurial pursuits, the Compensation Committee may take a higher weighting into consideration in unique circumstances where the Company's performance has been especially noteworthy or important in that year, or if otherwise considered appropriate.

The Compensation Committee determines the target equity award level for each participant; generally, to be set as a percentage of base salary at the same time it determines the LTIP matrix. Generally, the Compensation Committee sets the target equity award percent for each participant for the year by reference to the equity amounts awarded to comparable positions in the current peer group established by the Compensation Committee for the most recent year for which data is publicly available, consistent with any target equity award percentages of base salary that may be set out in the individual NEO employment agreements. The actual value of equity awarded could be lower or higher than the target equity award level depending on the Compensation Committee's actual evaluation of the long-term performance metrics for the year, as well as any information for industry trends, price level adjustments etc. that would indicate that data for the comparison year would understate or overstate the expected equity awards for comparable positions in the peer group during the year.

For 2024, the LTIP also applies an overriding health and safety factor, which serves to reduce or eliminate any equity awards otherwise payable if the Company fails to meet stipulated health and safety performance criteria. The Board also has the authority to vary from the LTIP as it sees fit, taking into account additional factors, such as severity of an incident.

The Company believes shareholder value is primarily driven by results, both in terms of financial strength and operating measures such as production, production capability, advancement of long-term initiatives and mineral reserve and resource growth, as well as protection of public health, safety and the environment and good corporate governance. Each NEO's performance is also evaluated against expectations for fulfilling the NEO's individual responsibilities and goals within his or her particular employment functions and areas of expertise, which also reflects on the executive's contribution to the Company's success in meeting its long-term objectives.

2024 LTIP Goals and Performance

As stated above, performance goals based on broad corporate-level financial performance metrics such as earnings per share, revenue growth, and earnings before interest, taxes, depreciation and amortization, are not meaningful to the Company's performance at this time. Instead, the Company sets long-term performance goals each year tailored specifically to the long-term objectives set by the Company each year. Share price performance over the year is considered to be a good long-term indicator for the Company because it reflects the market's expectation of the Company's performance beyond the current year. However, because share price performance is highly linked to commodity price performance for companies such as the Company, this long-term performance goal has been set to compare the Company's share price performance relative to the share price performance of other comparable companies in the uranium, HMS and REE industries (and not to the Company's peer group as a whole, which includes companies in different commodity industries), in order to standardize for commodity price fluctuations over the year. The Long-term performance goals of advancing long-term REE initiatives, expanding the Company's uranium resource base, and advancing the Company's permitting objectives, require management to manage the Company in the current year to advance the Company's REE and uranium business initiatives in future years. Similarly, the long-term performance goal of obtaining business activities beyond the following year requires management to manage the Company in the current year to secure business activities for the second year beyond the current year. The Company believes these are the most meaningful long-term performance goals for the Company at this time.

Equity awards earned in 2024 were based on management's performance in 2024 relative to the 2023 LTIP performance goals. A summary chart and additional descriptions of the 2023 LTIP performance goals is below:

Notes:

(1) Total Shareholder Return Performance was determined by comparing the performance of the Company's total shareholder return (based on share price performance, plus dividends declared) over the three-year period ending on December 31, 2024 to the performance of the following publicly listed uranium, REE and HMS companies over that time period:

• Arafura Rare Earths Ltd.
• Boss Energy Ltd.
• Cameco Corp.
• The Chemours Company
• Deep Yellow Limited
• Denison Mines Corp.
• Goviex Uranium Inc.

• Iluka Resources Limited
• Kenmare Resources plc
• Lynas Rare Earth Ltd.
• MP Materials Corp.
• Neo Performance Materials
• NexGen Energy Ltd.
• Paladin Energy Limited
• Peninsula Energy Ltd.
• Rare Element Resources Ltd.
• Texas Mineral Resources Corp.
• Tronox Holdings Plc
• Ucore Rare Metals Inc.
• Uranium Energy Corp.
• Ur-Energy Inc.

These companies are publicly traded uranium, REE and HMS companies as at December 31, 2024 that had comparable market caps to the Company in January 2021.

(2) ESG is short for Environmental, Social and Governance and represents core corporate governance values actively being integrated into the Company's business and more transparently and meaningfully disclosed where already in place.

• Total Shareholder Return Performance

Under this performance goal, the Company was required to achieve a total shareholder return ("TSR") performance during the three-year period ending December 31, 2024 relative to the TSR performance of other publicly traded uranium, REE and HMS companies with comparable market capitalizations (22.5% of the total LTIP weighting at 100% of target). TSR performance was determined by comparing the performance of the Company's TSR (based on share price performance plus dividends declared) over the three-year period ending on December 31, 2024 to the TSR performance of such other publicly listed uranium, REE and HMS companies over the same period. Specifically, 100% of target required that the Company's TSR performance during such three-year period be within the second quartile of the TSR performance of all such publicly traded uranium, REE and HMS companies during that time period. 50% of target required the Company's TSR performance during such three-year period to be within the third quartile of the TSR performance of all such publicly traded uranium, REE and HMS companies during that time period. 150% of target required the Company's TSR performance during such three-year period to be within the first quartile of the TSR performance of all such publicly traded uranium, REE and HMS companies during that time period;

Based on this analysis, the Company's TSR performance during the three-year period ending December 31, 2024 ranked 11 out of 22 total companies, thereby falling within the second quartile of publicly traded uranium, REE and HMS companies with similar market capitalizations. This resulted in 100% of Plan being achieved. As a result, a weighting of 22.5% was achieved for this performance goal.

• ESG Goal: Advance Long Term REE initiatives

Under this performance goal, the Company was required to advance its long-term REE initiatives (22.5% of the total LTIP weighting at 100% of target). Specifically, 100% of target required the Company to achieve any of the following: (A) enter into definitive agreements to acquire an interest in the Donald Project, and/or (B) enter into definitive agreements for the acquisition of a controlling interest in the shares of Base Resources; and/or (C) obtain any two of 11 stipulated milestones. 50% of target required the Company to achieve both of the following: (A) pursue definitive agreements for the Donald Project and the Base Resources acquisition; and (B) obtain any one of 11 stipulated milestones. 150% of target required the Company to achieve any one or more of the following: (A) the closing of the acquisition of the Donald Project; and/or (B) the closing of the acquisition of a controlling interest in Base Resources; and/or (C) obtain any three of 11 stipulated milestones.

On June 3, 2024, the Company announced it had executed binding agreements with Astron creating a joint venture to develop and operate the Donald Rare Earth and Mineral Sand Project. The conditions precedent to the formation of the Donald Project JV were satisfied on September 25, 2024, after which the Company started earning-into its 49% interest in the Donald Project JV. On October 2, 2024, the Company completed its acquisition of 100% of Base Resources.

As the Company closed the acquisition of the Donald Project, and acquired a controlling interest in Base Resources), 150% of target had been achieved and a weighting of 33.75% was achieved for this performance goal.

• Expand Uranium Resource Base

Under this performance goal, the Company was required to expand its uranium resource base (10% of the total LTIP weighting at 100% of target). Specifically, 100% of target required the Company to achieve both of the following: (A) confirm at least 1,000,000 lbs. of U₃O₈ as measured or indicated resources in the Juniper Zone at the Pinyon Plain mine; and (B) confirm or delineate a resource at either Collins Draw or the Arkose Properties or any other properties owned or controlled by the Company. 50% of target required the Company to complete drilling programs in: the Juniper Zone at the Pinyon Plain Mine; Collins Draw near Nichols Ranch ("Collins Draw"); and selected Arkose Joint Venture Properties (the "Arkose Properties"), in each case sufficient to determine if the existing or historic resources can be confirmed or expanded, or if no further drilling is justified. 150% of target required the Company to achieve both of the following: (A) confirm at least 1,500,000 lbs. of U₃O₈ as measured or indicated resources in the Juniper Zone at the Pinyon Plain mine, or complete an NI 43-101/S-K 1300 technical report on the Juniper Zone resources; and (B) confirm at least 4,000,000 lbs. of U₃O₈ as a measured, indicated or inferred resource at the Collins Draw and/or Arkose Properties and/or any other properties owned or controlled by the Company.

During 2024, the Company commenced drilling at the Juniper Zone at the Pinyon Plain mine; however, the results of that drilling had not been sufficiently analyzed as at December 31, 2024 to determine the extent to which existing or historic resources can be confirmed or expanded, or if no further drilling is justified. Drilling programs at Collins Draw or the Arkose Properties were not commenced during 2024, due primarily to the scarcity of drilling contractors during the year.

As the Company had not performed drilling programs at the Pinyon Plain mine, Collins Draw and the Arkose Properties in each case sufficient to determine if the existing or historic resources can be confirmed or expanded, or if no further drilling is justified, 0.0% of target had been achieved, and a weighting of 0.00% was achieved for this performance goal.

• Secure additional Activities that are expected to result in a Net Cash Increment to the Company beyond 2024

Under this performance goal, the Company was required to secure additional activities that are expected to result in a Net Cash Increment to the Company beyond 2024 (10% of the total LTIP weighting at 100% of target). Specifically, 100% of target required the Company to secure additional activities that are expected to result in a Net Cash Increment to the Company beyond 2024 of $1,000,000 or greater over any two-year period after 2024. 50% of target required the Company to secure additional activities that are expected to result in a Net Cash Increment to the Company beyond 2024 of $500,000 or greater over any two-year period after 2024. 150% of target required the Company to secure additional activities that are expected to result in a Net Cash Increment to the Company beyond 2024 of $5,000,000 or greater over any two-year period after 2024.

During 2024, the Company signed a uranium supply contract with a U.S. electric utility company which is expected to result in a Net Cash Increment to the Company beyond 2024 of $5,000,000 or greater over any two-year period after 2024. As a result, 150% of target had been achieved, and a weighting of 15% was achieved for this performance goal.

• Scalability of Uranium and Vanadium Production

Under this performance goal the Company was required to pursue stipulated permitting and other milestones to improve the scalability of the Company's uranium and vanadium production (10% of the total LTIP weighting at 100% of target). Specifically, 100% of target required the Company to obtain any four of 19 stipulated target permits or milestones during the year. 50% of target required the Company to obtain any two of the 19 stipulated target permits or milestones during the year. 150% of target required the Company to obtain any six or more of the 19 stipulated permits or milestones during the year.

During 2024, the Company achieved six of the 19 stipulated permits or milestones. As a result, 150% of target had been achieved, and a weighting of 15% was achieved for this performance goal.

• Subjective Component

Under this performance goal, each NEO was given a subjective evaluation specific to the NEO's particularized roles and responsibilities within the Company (25% of the total LTIP weighting at 100% of target).

With respect to the Subjective Component, 150% of target was achieved by the NEOs, which resulted in a weighting of 37.5% for this performance goal for the NEOs. In making this conclusion, the Compensation Committee considered the 2024 Subjective Factors described under 2024 STIP Goals and Performance, above.

As with the STIP, no health and safety factors were applied to reduce the LTIP performance determinations for 2024.

Based on this analysis, the combined LTIP performance weighting for 2024 was an adjusted 123.75%. Accordingly, the equity awards granted to NEOs for their performance in 2024 were determined by the Compensation Committee at its January 2025 meeting to be 123.75% of each NEO's target equity award amount. The following table shows the resulting equity awards (in the form of RSUs) to the NEOs for 2024 (these equity awards were granted in 2025 for performance in 2024 but are not included in NEO compensation for 2024 in this Proxy Statement because they were granted in 2025. They will be included in NEO compensation for 2025 in next year's Proxy Statement):

Notes:

(1) Mr. Carstens was appointed to serve as the Company's Executive VP, Heavy Mineral Sands, effective as of the Company's completion of its acquisition of Base Resources on October 2, 2024. Prior thereto, he served as the Managing Director of Base Resources (a function he continues to perform in his current role).

(2) Mr. Carstens' salary is paid in $AUS, which has been converted to $U.S. based on the $US/$AUS exchange rate at December 31, 2024 of 0.63.

(3) As part of the Base acquisition, the Company committed to provide Mr. Carstens with a target (100%) equity grant for the year, regardless of the actual LTIP performance rating for the year, because Mr. Carstens joined the Company on October 2, 2024 and was not able to contribute to Company performance for the entire year.

(4) As equity compensation is intended to provide an incentive going forward, Mr. Carstens was awarded his full equity grant, which was not pro-rated based on the number of days employed by the Company in 2024. Non-pro-ration of equity grants in these circumstances is the Company's typical practice for new employees.

Special Transaction Bonus

On December 12, 2024, the Board approved a special transaction bonus relating to the Base Resources acquisition (the "Transaction"). The Board acknowledged that Company personnel worked extremely hard to close the Transaction, especially in light of all the other transactions the Company had been involved with in 2024 (for example, closing the Donald Project JV and acquiring RadTran), and deserve recognition for their extraordinary efforts. The Board also noted that Base Resources personnel had been granted equity retention bonuses by the Company earlier in 2024 relating to the Transaction. In order to recognize the efforts of Company personnel (as opposed to former Base Resources personnel who had received retention bonuses), the Company granted special bonuses to Company personnel totaling $988,289 in value, which was comparable but somewhat less in value to the aggregate value of the retention bonuses paid to Base Resources personnel in connection with the Transaction. This total amount of special bonus, as well as the allocation of the special bonus among Company personnel, was determined to be within the range of industry comparables for extraordinary bonuses in similar types of circumstances.

The Special Bonus was awarded in the form of RSU, stock option ("SO") and performance-based stock option ("PBSO") grant values to the Energy Fuels management employees who had been involved in the Transaction, having a value totaling $988,289, comprised of RSUs totaling $613,768 in value, SOs totaling $45,091 in value and PBSOs totaling $329,430 in value. A portion of the Special Bonus was awarded to NEOs, as set out in the table below. The terms of the RSUs are: the number of RSUs granted were based on the higher of the closing price and 5-day VWAP as of the day before grant, 50% vesting on January 27, 2025, 25% vesting on January 27, 2026 and 25% vesting on January 27, 2027. The terms of the SOs are: exercise price equal to the greater of the closing price and the 5-day VWAP as of the day before grant, the term of the SOs is five years with 50% vesting 12 months after the date of grant and the remaining 50% vesting 24 months after the date of grant. The terms of the PBSOs are the same as the SOs except the exercise price is 10% higher for the PBSOs than the SOs.

The amounts of the Special Bonus awarded to the Company's NEOs on December 12, 2025 are as set out in the following table:

Consideration of Risks Associated with Compensation Policies

Compensation Policies and Practices

The Compensation Committee considers the implications of risks associated with compensation policies and practices by working closely with the CEO. The CEO is tasked with ensuring that: (i) fair and competitive practices are followed regarding employee compensation at all levels of the Company; (ii) the compensation practices do not encourage an NEO or individual at a principal business unit or division to take inappropriate or excessive risk or that are reasonably likely to have a material adverse effect on the Company; and (iii) compensation policies and practices include regulatory, environmental compliance and sustainability as part of the performance metrics used in determining compensation. The CEO's recommendations on these matters are taken into consideration by the Compensation Committee when reviewing and recommending to the Board the Company's compensation policies.

Restrictions on Hedging Transactions

The Company has in place an Insider Trading Policy, to be reviewed and approved by the Board annually, which includes a section on "Hedging Transactions" that restricts NEOs and Directors from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, which are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or Director.

Clawback Policy

The Company's Equity Incentive-Based Compensation Clawback Policy (the "Clawback Policy") complies with SEC rules and related NYSE American listing standards by mandating recovery of incentive-based compensation if it is determined that an accounting restatement is required due to material noncompliance with any financial reporting requirements under the federal securities laws. The Company will recoup incentive-based compensation received by Executive Officers and Senior Employees (each as defined in the Clawback Policy) during the three fiscal years prior to such determination, to the extent those amounts would not have been received based on the restated financial statements. 

Furthermore, the Clawback Policy requires recovery of some or all the incentive-based compensation if the Board determines in its sole discretion that an Executive Officer or Senior Employee engaged in gross negligence, intentional misconduct or fraud or caused or otherwise contributed to the need for an accounting restatement during the three fiscal years prior to such determination.

The Clawback Policy is administered by the Board with input from the Compensation Committee and will be reviewed and approved at least annually.

The Company filed its Clawback Policy as Exhibit 97.1 to its Annual Report on Form 10-K.

Performance Graph

The performance graph below shows Energy Fuels' cumulative total 5-year return based on an initial investment of $100 in Energy Fuels Common Shares beginning on December 31, 2019, as compared with the Russell 2000 Index, NYSE American Natural Resources Index, NYSE Composite, NASDAQ Composite, and a peer group consisting of Arafura Rare Earths Ltd., Boss Resources, Cameco, The Chemours Company, Deep Yellow Ltd., Denison Mines, Eramet S.A., GoviEx, Iluka Resources Limited, Image Resources, Kenmare Resources Plc, Lynas Rare Earth Ltd., MP Materials Corp, Neo Performance Materials, NexGen Energy, Paladin Energy, Peninsula Energy, Rare Element Resources Ltd., Texas Mineral Resources Corp, Tronox Holdings Plc, Ucore Rare Metals Inc., Uranium Energy Corp and Ur-Energy (together, the "Market Performance Peer Group" or "MPPG"). The chart shows yearly performance marks over a five-year period. This performance chart assumes: (1) $100 was invested on December 31, 2019 in Energy Fuels Common Shares along with the Russell 2000 Index, NYSE American Natural Resources Index, NYSE Composite, NASDAQ Composite, and the MPPG's common stock; and (2) all dividends are reinvested. Dates on the chart represent the last trading day of the indicated fiscal year.

Notes:

(1) The Market Performance Peer Group represents a broad range of companies operating within the uranium, REE and HMS industries generally and is distinct from the more select peer group used for the Company's executive compensation decisions as reported annually in the Company's Proxy Statement.

Notes:

(1) All dollar amounts in this table are in U.S. dollars. The value of a $100 investment is averaged for the Market Performance Peer Group.

The Company's compensation to executive officers has generally increased during the five most recently completed fiscal years, in part due to the growth in the Company and competition among organizations operating in the natural resources sector to attract and retain the best possible executives, who are uniquely positioned through their experience and expertise to provide leadership during both economic downturns and to maximize on any interim opportunities to increase shareholder value and boost production.

The Company's total shareholder return increased between 2019 and 2020 and peaked in 2021, followed by a minor decrease in 2022, an increase again in 2023, then a more substantial decrease in 2024. Regardless of the year-over-year fluctuations, the Company's total share-price gain since December 31, 2019 constitutes an increase of over 165%.

Equity Incentive Awards

Prior to 2015, the Company used its 2013 stock option plan (the "2013 Option Plan") for the grant of stock options. The Equity Incentive Plan was adopted in January 2015 and amended and re-approved by shareholders in 2018, 2021, 2024 and most recently in 2025 and provides for the award of stock options, SARs, restricted stock and RSUs, deferred share units, performance shares, performance units, and stock-based units, at the discretion of the Board. The 2013 Option Plan was terminated upon adoption of the Equity Incentive Plan, and all stock options previously granted pursuant to the 2013 Option Plan that were then outstanding were incorporated into the Equity Incentive Plan and treated as Awards under the Equity Incentive Plan.

The Equity Incentive Plan describes all of the types of equity compensation that may be awarded by the Board and gives the Board broad discretion with respect to equity grants to all Directors, officers, employees and consultants of the Company.

In 2024, RSUs were granted to all Directors, NEOs, other officers and other senior management personnel, and stock options were granted to the Company's other salaried employees. In addition, Performance-Based Options were granted to all NEOs, other officers and certain other senior management personnel in 2024.

As discussed above, equity awards are granted in consideration of the level of responsibility of the executive, as well as such executive's impact or contribution to the longer-term operating performance of the Company. All equity grants are approved by the Board based on recommendations from the Compensation Committee. Generally, in determining the equity incentive awards to be granted to the NEOs, equity grants are set at competitive levels relative to equity awards granted by the peer group as a percent of base salary, consistent with any equity award targets that may be set out in the NEOs' employment agreements and recognizing the level of experience and seniority of the Company's senior management team, in order to provide incentive to improve the retention of executives. The Board may also account for the Compensation Committee's recommendation to the Board and the Board's assessment of the performance of the Company overall, the Company's specific projects and each NEO's individual contribution to that performance. Equity incentives granted to NEOs may be made subject to specific vesting requirements, which may include vesting over a particular period of time or in response to the achievement of performance-based metrics.

Summary Compensation Table

The following table shows the compensation earned by each of the Company's NEOs over the last three fiscal years. The compensation of the NEOs is paid and reported in U.S. dollars.

Notes:

(1) The share-based awards were comprised of RSUs, which were granted in 2022 for performance in 2021; in 2023 for performance in 2022; and in 2024 for performance in 2023. The fair value of each RSU award granted was calculated as the higher of (a) the closing trading price on the NYSE American on the last trading day prior to the date of grant of the RSU, and (b) the VWAP on the NYSE American for the five trading days ending on the last trading day prior to the date of grant of the RSU. RSUs granted in 2025 for performance in 2024 are not included in this table. See the "Equity Grants in 2025 for Performance in 2024" table below for RSUs granted in 2025 for performance in 2024.

(2) Option-based awards granted for 2023 were in the form of SARs granted in January 2023 for performance in 2022 (the "2023 SARs"). Each SAR granted in 2023 for performance in 2022 entitles the holder, on exercise, to a payment in cash or Common Shares (at the election of the Company) equal to the difference between the market price of the Common Shares at the time of exercise and the grant price of $7.36 (calculated as the greater of the closing price of the Common Shares on the NYSE American on the trading day prior to the date of grant and the VWAP on the NYSE American for the five trading days ending on the last trading day prior to the date of grant) over a five-year period, but vest only upon the achievement of the following performance goals: as to one-third of the SARs granted upon the 90-calendar-day VWAP of the Common Shares on the NYSE American equalling or exceeding $12.00 for any continuous 90-calendar-day period; as to an additional one-third of the SARs granted, upon the 90-calendar-day VWAP of the Common Shares on the NYSE American equalling or exceeding $14.00 for any continuous 90-calendar-day period; and as to the final one-third of the SARs granted, upon the 90-calendar-day VWAP of the Common Shares on the NYSE American equalling or exceeding $16.00 for any 90-calendar-day period. Further, notwithstanding the foregoing vesting schedule, none of the SARs granted in 2023 may be exercised by the holder for an initial period of one year from the date of grant, the date first exercisable being January 26, 2024. The fair value of the SARs was determined in accordance with FASB ASC Topic 718 by a third-party valuation firm to be $3.45 per SAR, based on a Monte Carlo simulation. The amounts shown in the above table assume the probable outcome of the underlying performance conditions. At maximum performance, the grant date fair values of the awards are:

In making the foregoing calculations, it was assumed that all of the 2023 SARs vested at the 90-calendar-day VWAP of the Common Shares on the NYSE American of $16.00, resulting in a value of $8.64 per SAR, being $16.00 less the grant price of $7.36 per SAR. The values shown have not been adjusted to reflect that these SARs are subject to forfeiture. No SARs were granted in 2024 for performance in 2023. However, the Performance-Based Options granted in 2024 for performance in 2023 are not included in this table. See the "Equity Grants in 2025 for Performance in 2024" table below for Performance-Based Options granted in 2025 for performance in 2024.

(3) Non-Equity Incentive Plan Compensation: Annual incentive plans are comprised of cash bonuses. Cash bonuses earned in a year by NEOs are based on the performance during that year in accordance with the Company's STIP, as determined and paid in January of the following year. The amounts reflected in this table are the cash bonuses earned in the year shown, notwithstanding that they were paid in January of the following year.

(4) These amounts include retirement savings benefits contributed by the Company under the Company's 401(k) plan, any accrued paid leave remitted upon a termination of employment, and compensation related to automotive vehicles provided to certain qualifying NEOs.

(5) Mr. Carstens was appointed to serve as the Company’s Executive VP, Heavy Mineral Sands, effective as of the Company’s completion of its acquisition of Base Resources on October 2, 2024. Prior thereto, he served as the Managing Director of Base Resources (a function he continues to perform in his current role). Mr. Carstens’ non-prorated salary as of December 31, 2024 was $448,560.

(6) Non-prorated salary as of December 31, 2022 was $220,000.

CEO Pay Ratio

We have prepared the ratio of annual total compensation of our CEO, to the median of the annual total compensation of all our employees, excluding the CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

For 2024, the median of the annual total compensation (comprised of the 2024 base salary, 2024 equity granted, and 2024 cash bonus earned) of all employees of the Company and its consolidated subsidiaries (other than Base Resources), excluding the CEO was $154,000. The annual total compensation of Mark Chalmers, the CEO, was $2,445,027 for 2024, which is the amount reported for Mr. Chalmers in the "Total Compensation" column of the Summary Compensation Table, above. As a result, for 2024, the ratio of annual total compensation of our CEO, to the median of annual total compensation of all employees of the Company and its consolidated subsidiaries, other than the CEO, was approximately 15.88 to 1.

In calculating the median of the annual total compensation of all our employees, excluding the CEO, we identified the Company's "median employee" by reviewing the consistently applied compensation measure of annual cash base salary, per payroll records, for all our employees, including the Company's consolidated subsidiaries (other than Base Resources), as of December 31, 2024, which concluded the last pay period for the 2024 fiscal year. In accordance with SEC rules, we have excluded 1,160 employees who were employed by Base Resources as of its acquisition date of October 2, 2024. All the Company's full-time and part-time employees were included in the calculation and adjustments were made to annualize base salary for any permanent employees not employed by the Company for the entire fiscal year or any unpaid leave during the fiscal year. We used the annual cash base salary as our consistently applied compensation measure as it represents the primary compensation component paid to all our employees each fiscal year. Once the median employee was identified, we then calculated the median employee's total compensation for 2024 in accordance with the rules for calculating total compensation for the Summary Compensation Table. The CEO was excluded from these calculations.

This pay ratio is an estimate calculated in a manner consistent with SEC rules based on the Company's payroll and employment records and the methodology described above. SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by the Company in calculating their pay ratio. As such, the pay ratio reported by other companies may not be comparable to the pay ratio as reported above.

Incentive Plan Awards

The tables below show, as of December 31, 2024: (a) all grants of plan-based equity awards made to NEOs in 2024 (whether or not earned in that year); (b) the number of Options held by NEOs that were exercised in 2024 and the number of Common Share-based awards held by NEOs that vested in 2024; (c) the number of Options, Performance-Based Options and RSUs outstanding for each NEO and their value based on the closing price of Common Shares on the NYSE American on December 31, 2024; and (d) all grants of cash-based awards/bonuses earned by NEOs in 2024 (whether or not made in that year).

Grants of Plan-Based Awards⁽⁵⁾