DEF 14A of Energy Fuels Inc, Apr 23, 2025

DEF 14A of Energy Fuels Inc

Filed Apr 23, 2025 · FY20240001062993-25-007839

Open on EDGAR

  1. Proposal 1 - Election of Directors

    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.

  2. Proposal 1 - Election of Directors

    | Name and Municipality of Residence | Office Held | Director Since | Principal Occupation, if Different than Office Held | Age | | J. Birks Bovaird((1)) Toronto, Ontario, Canada | Chair and Director | 2006 | Consultant, providing advisory services to natural resource companies | 77 | | Mark S. Chalmers((3)) Arvada, Colorado, USA | President, Chief Executive Officer and Director | 2018 | Same | 67 | | Benjamin Eshleman III(1)((2)) Corpus Christi, Texas, USA | Director | 2017 | Director, Mesteña, LLC; Co-Manager, Eshleman-Vogt Ranch | 69 | | Ivy V. Estabrooke(2)(3) Salt Lake City, Utah, USA | Director | 2022 | Director, Innovation Programs and Policy, RTI International | 48 | | Barbara A. Filas((3))(4) Grand Junction, Colorado, USA | Director | 2018 | Consultant providing advisory services to the mining sector | 69 | | Bruce D. Hansen((1))(2) Golden, Colorado, USA | Director | 2007 | Retired Former Mining Executive | 67 | | Jaqueline Herrera(2)(3) Naperville, Illinois, USA | Director | 2022 | Vice President of Sales, Ecolab Inc. | 50 | | Dennis L. Higgs(4) Vancouver, British Columbia, Canada | Director | 2015 | President and sole owner of Ubex Capital Inc.; President, Austin Gold Corp. | 67 | | Robert W. Kirkwood((4)) Casper, Wyoming, USA | Director | 2017 | Co-Owner and Managing Member, Kirkwood Oil & Gas, LLC | 66 | | Alexander G. Morrison((1))(4) Castle Pines, Colorado, USA | Director | 2019 | Retired Former Mining Executive | 61 | | Michael H. Stirzaker(1) Sydney, Australia | Director | 2024 | Company Director | 65 |

  3. Proposal 1 - Election of Directors

    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.

  4. Compensation Discussion and Analysis

    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:

  5. Compensation Discussion and Analysis

    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:

  6. Compensation Discussion and Analysis

    | Named Executive Officer | Cash Program Participation | Target as a % of Salary | STIP Threshold Payment (As a % of Target) | STIP Target Payment (As a % of Target) | STIP Maximum Payment (As a % of Target) | | NEOs | | | | | | | Mark S. Chalmers President and CEO | STIP | 85% | 0-50% | 100% | 150% | | David C. Frydenlund Executive VP, CLO and Corporate Secretary | STIP | 70% | 0-50% | 100% | 150% | | Timothy J. Carstens Executive VP, Heavy Mineral Sands((2)) | STIP | 50% | 0-50% | 100% | 150% | | Curtis H. Moore Senior VP, Corporate and Marketing Development | STIP | 60% | 0-50% | 100% | 150% | | Nathan R. Bennett CFO | STIP | 30% | 0-50% | 100% | 150% |

  7. Compensation Discussion and Analysis

    (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:

  8. Compensation Discussion and Analysis

    | Named Executive Officer(1) | Value of RSUs Granted | Number of RSUs Granted | | NEOs | | | | Mark S. Chalmers President and CEO | $922,862 | 166,042 | | David C. Frydenlund Executive VP, CLO and Corporate Secretary | $552,019 | 99,319 | | Timothy J. Carstens Executive VP, Heavy Mineral Sands(2) | $448,627 | 80,717 | | Curtis H. Moore Senior VP, Marketing and Corporate Development | $285,863 | 51,432 | | Nathan R. Bennett CFO | $146,525 | 26,362 |

  9. Compensation Discussion and Analysis

    | Named Executive Officer | Equity Program Participation | Target as a % of Salary | LTIP Threshold Payment (As a % of Target) | LTIP Target Payment (As a % of Target) | LTIP Maximum Payment (As a % of Target) | | NEOs | | | | | | | Mark S. Chalmers President and CEO | LTIP | 120% | 0-50% | 100% | 150% | | David C. Frydenlund Executive VP, CLO and Corporate Secretary | LTIP | 100% | 0-50% | 100% | 150% | | Timothy J. Carstens Executive VP, Heavy Mineral Sands(2) | LTIP | 100% | 0-50% | 100% | 150% | | Curtis H. Moore Senior VP, Marketing and Corporate Development | LTIP | 75% | 0-50% | 100% | 150% | | Nathan R. Bennett CFO | LTIP | 45% | 0-50% | 100% | 150% |

  10. Compensation Discussion and Analysis

    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:

  11. Compensation Discussion and Analysis

    | Named Executive Officer(1) | Value of Performance-Based Stock Options Granted | Number of Performance-Based Stock Options Granted | | Mark S. Chalmers President and CEO | $372,874 | 162,550 | | David C. Frydenlund Executive VP, CLO and Corporate Secretary | $223,038 | 97,231 | | Timothy J. Carstens Executive VP, Heavy Mineral Sands(2) | $224,314 | 97,787 | | Curtis H. Moore Senior VP, Marketing and Corporate Development | $115,500 | 50,350 | | Nathan R. Bennett CFO | $59,202 | 25,808 |

  12. Compensation Discussion and Analysis

    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.

  13. (II) Development Activities at the Whirlwind Mine

    | NEO | 2024 Salary as of December 31, 2024 | Target Cash Bonus Percentage | Target Cash Bonus | STIP Performance Weighting | Actual Cash Bonus earned in 2024 | | Mark S. Chalmers President and CEO | $621,456 | 85% | $528,238 | 115% | $607,473 | | David C. Frydenlund Executive VP, CLO and Corporate Secretary | $446,076 | 70% | $312,253 | 115% | $359,092 | | Timothy J. Carstens Executive VP, Heavy Mineral Sands(1) | $448,560(2) | 50% | $55,916(3) | 115% | $64,304(3) | | Curtis H. Moore Senior VP, Marketing and Corporate Development | $308,000 | 60% | $184,800 | 115% | $212,520 | | Nathan R. Bennett CFO | $263,120 | 30% | $78,936 | 115% | $90,776 |

  14. (II) Development Activities at the Whirlwind Mine

    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:

  15. ESG Goal: Advance Long Term REE initiatives

    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.

  16. Subjective Component

    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):

  17. Subjective Component

    | NEO | 2024 Salary as of December 31, 2024 | Target Equity Award Percentage | Target Equity Award ($ value of RSU grants) | LTIP Performance Weighting | Actual EquityAwarded for 2024 ($ value of RSU grants) | | Mark S. Chalmers President and CEO | $621,456 | 120% | $745,747 | 123.75% | $922,862 | | David C. Frydenlund Executive VP, CLO and Corporate Secretary | $446,076 | 100% | $446,076 | 123.75% | $552,019 | | Timothy J. Carstens Executive VP, Heavy Mineral Sands(1) | $448,560(2) | 100% | $448,560(4) | 100%(3) | $892,130(4) | | Curtis H. Moore Senior VP, Marketing and Corporate Development | $308,000 | 75% | $231,000 | 123.75% | $285,863 | | Nathan R. Bennett CFO | $263,120 | 45% | $118,404 | 123.75% | $146,525 |

  18. Subjective Component

    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:

  19. Subjective Component

    | NEO | Special Bonus RSU Grant Value | Special Bonus Performance- Based Option Grant Value | Total Special Bonus Equity Value | | Mark S. Chalmers President and CEO | $125,845 | $62,922 | $188,767 | | David C. Frydenlund Executive VP, Chief Legal Officer and Corporate Secretary | $75,275 | $37,638 | $112,913 | | Curtis H. Moore Senior VP, Marketing and Corporate Development | $54,574 | $27,287 | $81,861 | | Nathan R. Bennett CFO | $59,942 | $29,971 | $89,913 |

  20. Subjective Component

    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. (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.

  21. Subjective Component

    (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.

  22. Summary Compensation Table

    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.

  23. Summary Compensation Table

    | | | | | | Non-Equity Incentive Plan Compensation | | | | | | Name and Principal Position | Year | Salary (US$) | Share-Based Awards (US$)(1) | Option-Based Awards(2) | Annual Incentive Plans(3) | Long-Term Incentive Plans | Pension Value | All Other Compensation(4) | Total Compensation | | Mark S. Chalmers President and CEO | 2024 2023 2022 | 621,456 564,960 528,000 | 786,034 744,480 594,000 | 401,898 316,800 1,300,000 | 607,473 403,896 303,600 | Nil Nil Nil | Nil Nil Nil | 28,165 30,000 22,250 | 2,445,027 2,060,136 2,747,850 | | David C. Frydenlund Executive VP, CLO and Corporate Secretary | 2024 2023 2022 | 446,077 405,524 378,994 | 470,175 445,318 284,245 | 240,400 189,497 650,000 | 359,092 248,497 217,921 | Nil Nil Nil | Nil Nil Nil | 12,750 12,750 7,952 | 1,528,493 1,301,586 1,539,112 | | Tim Carstens Executive VP, Heavy Mineral Sands Operations | 2024 | 111,832(5) | 892,130 | Nil | 64,304 | Nil | Nil | Nil | 1,068,266 | | Curtis H. Moore Senior VP, Marketing and Corporate Development | 2024 2023 2022 | 308,000 280,000 218,353 | 259,072 102,626 79,983 | 132,287 43,671 80,000 | 212,520 142,982 62,776 | Nil Nil Nil | Nil Nil Nil | 13,465 20,302 8,641 | 925,344 589,581 449,753 | | Nathan R. Bennett CFO | 2024 2023 2022 | 263,120 228,800 77,753((6)) | 105,702 44,000 44,000 | 52,851 22,000 Nil | 90,776 57,200 25,000 | Nil Nil Nil | Nil Nil Nil | 11,132 9,769 Nil | 523,581 361,769 146,753 |

  24. Summary Compensation Table

    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:

  25. Summary Compensation Table

    | Name | 2023 SARs Granted (#) | Maximum Fair Value ($) | | Mark S. Chalmers | 91,826 | 793,377 | | David C. Frydenlund | 54,926 | 474,561 | | Curtis H. Moore | 12,658 | 109,365 | | Nathan R. Bennett | 6,376 | 55,089 | | Scott A. Bakken | 11,709 | 101,166 |

  26. Summary Compensation Table

    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.

  27. Pay Versus Performance

    Pay Versus Performance This section should be read in conjunction with the full Executive Compensation disclosure, which includes additional discussion of the objectives of the Company's executive compensation program and how it aligns with the Company's financial and operational performance. Pay Versus Performance Table The following table presents, for each of the five most recent fiscal years: total compensation, as calculated in the Summary Compensation Table, for the President and CEO (also referred to herein as the "Principal Executive Officer") and an average for the other NEOs; compensation actually paid ("CAP") to the NEOs, an SEC-prescribed calculation that adjusts total compensation for the items described below and does not equate to realized compensation; the Company's cumulative TSR since the last trading day before the earliest year presented; the Company's net income; and net cash used in the Company's operating activities.

  28. Pay Versus Performance

    | Year | Summary Compensation Table Total for Principal Executive Officer ($)(1) | Compensation Actually Paid to Principal Executive Officer ($) | Average Summary Compensation Table Total for Other Named Executive Officers ($)((2))(3) | Average Compensation Actually Paid to Other Named Executive Officers ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) ($) | Net Cash Used in Operating Activities ($) | | | | | | | Total Share- holder Return ($)((4)) | Peer Group Total Shareholder Return ($)((4)) | | | | 2024 | 2,445,027 | 1,173,130 | 1,011,421 | 747,315 | 268.59 | 236.26 | (47,841) | 43,973 | | 2023 | 2,060,136 | 1,056,571 | 1,175,670 | 891,365 | 376.44 | 280.74 | 99,756 | 15,409 | | 2022 | 2,747,850 | 1,484,907 | 686,862 | 427,754 | 325.13 | 224.98 | (59,944) | 49,702 | | 2021 | 1,252,750 | 5,793,092 | 421,088 | 1,275,744 | 399.48 | 264.62 | 1,448 | 29,294 | | 2020 | 850,750 | 3,025,346 | 481,341 | 521,238 | 223.04 | 137.94 | (27,872) | 32,178 | | 2019 | | | | | 100.00 | 100.00 | | |

  29. Pay Versus Performance

    Notes: (1) For the years 2024, 2023, 2022, 2021, and 2020, this is the total compensation, as depicted in the Summary Compensation Table below, for President and CEO, Mr. Chalmers. (2) For 2024, this is the average total compensation, as depicted in the Summary Compensation Table above, for the Company's NEOs other than Mr. Chalmers, being: David C. Frydenlund, Executive VP, CLO and Corporate Secretary, Curtis H. Moore, Senior VP, Marketing and Corporate Development, Nathan R. Bennett, Chief Accounting Officer/Interim CFO and Timothy J. Carstens, Executive VP, Heavy Mineral Sands Operations. For 2023, this is the average total compensation, as depicted in the Summary Compensation Table above, for the Company's NEOs other than Mr. Chalmers, being: David C. Frydenlund, Executive VP, CLO and Corporate Secretary, Tom L. Brock, CFO through December 31, 2023, John L. Uhrie, Chief Operating Officer through July 14, 2023, Curtis H. Moore, Senior VP, Marketing and Corporate Development, and Scott A. Bakken, VP, Regulatory Affairs. For 2022, this represents the average total compensation for David C. Frydenlund, Executive VP, CLO and Corporate Secretary, Tom L. Brock, CFO, John L. Uhrie, Chief Operating Officer, and Curtis H. Moore, Senior VP, Marketing and Corporate Development. For 2021, this represents the average total compensation for David C. Frydenlund, CFO, General Counsel and Corporate Secretary, Curtis H. Moore, VP, Marketing and Corporate Development, Scott A. Bakken, VP, Regulatory Affairs, and Dee Ann Nazarenus, VP, Human Resources and Administration. For 2020, this represents the average total compensation for David C. Frydenlund, CFO, General Counsel and Corporate Secretary, W. Paul Goranson, Chief Operating Officer, through August 30, 2020, Curtis H. Moore, VP, Marketing and Corporate Development, Scott A. Bakken, VP, Regulatory Affairs, Dee Ann Nazarenus, VP, Human Resources and Administration, and Matthew J. Tarnowski, Chief Accounting Officer and Controller, through October 31, 2020. (3) For 2023, the average total compensation includes a severance payment made to Mr. Uhrie of $1,069,071 and a severance payment made to Mr. Brock of $1,077,828. (4) The Company's TSR represents a cumulative total 5-year return based on an initial investment of $100 in Energy Fuels Common Shares beginning on December 31, 2018, as compared with a peer group consisting of Arafura Rare Earths Ltd, Boss Resources, Cameco, Deep Yellow Ltd., Denison Mines, Eramet S.A., GoviEx Uranium, Iluka Resources Limited, Image Resources, Kenmare Resources plc, Lynas Rare Earth Ltd., MP Materials Corp, Neo Performance Materials, NexGen Energy, Fission, 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. The closing prices of Energy Fuels' Common Shares on December 31, 2024, 2023, 2022, 2021 and 2020 (or the last trading day prior thereto) were $5.13, $7.19, $6.21, $7.63 and $4.26, respectively. To calculate CAP to the President and CEO and the average CAP to the other NEOs, the following amounts were deducted from and added to total compensation, as depicted in the Summary Compensation Table:

  30. Pay Versus Performance

    | Year | Summary Compensation Total ($) | Deductions | | Additions | | | | | | Amounts Reported in the Summary Compensation Table for Stock Awards ($) | Aggregate Change in Value of Accumulated Benefits Under Pension Plan and ESSRP ($) | Fair Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology (1) ($) | Value of Service Cost and Prior Service Cost Attributable to the Executive Under the Pension Plan ($) | Compensation Actually Paid(1) ($) | | Principal Executive Officer | | | | | | | | 2024 | 2,445,027 | 1,187,933 | Nil | (83,964) | Nil | 1,173,130 | | 2023 | 2,060,136 | 1,061,280 | Nil | 57,715 | Nil | 1,056,571 | | 2022 | 2,747,850 | 1,894,000 | Nil | 631,057 | Nil | 1,484,907 | | 2021 | 1,252,750 | 510,000 | Nil | 5,050,342 | Nil | 5,793,092 | | 2020 | 850,750 | 190,000 | Nil | 2,364,596 | Nil | 3,025,346 | | Average for other NEOs | | | | | | | | 2024 | 1,011,421 | 538,154 | Nil | 274,048 | Nil | 747,315 | | 2023 | 1,175,670(2) | 351,311 | Nil | 67,006 | Nil | 891,365(2) | | 2022 | 686,862 | 349,708 | Nil | 90,600 | Nil | 427,754 | | 2021 | 421,088 | 123,521 | Nil | 978,177 | Nil | 1,275,744 | | 2020 | 481,341(3) | 70,065 | Nil | 109,962 | Nil | 521,238(3) |

  31. Pay Versus Performance

    (1) For 2024, the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology for the Principal Executive Officer was calculated as $755,418 for awards granted during the year that remain unvested, less a decrease of $851,075 for changes in the fair value for awards granted in prior years that remain unvested, plus an increase of $11,694 for RSU awards that vested during the year due to an increase in the share price from $7.19 on December 31, 2023 to the vested share price of $7.30 on January 27, 2024, totaling a net decrease for the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology during 2024 of $83,964. The Compensation actually paid to the Principal Executive Officer in 2024 using the SEC's CAP methodology was then calculated as the Principal Executive Officer's Total Compensation for 2024 as set out in the Summary Compensation Table, less the amount reported in the Summary Compensation Table for Stock Awards made to the Principal Executive Officer, plus the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology. This resulted in Compensation Actually Paid to the Principal Executive Officer in 2024 of $1,173,130. For 2023, the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology for the Principal Executive Officer was calculated as $1,001,843 for awards granted during the year that remain unvested, less a decrease of $1,084,552 for changes in the fair value for awards granted in prior years that remain unvested, plus an increase of $140,673 for RSU awards that vested during the year due to an increase in the share price from $6.21 on December 31, 2022 to the vested share price of $7.54 on January 27, 2023, totaling a net amount for the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology during 2023 of $57,715. The Compensation actually paid to the Principal Executive Officer in 2023 using the SEC's CAP methodology was then calculated as the Principal Executive Officer's Total Compensation for 2023 as set out in the Summary Compensation Table, less the amount reported in the Summary Compensation Table for Stock Awards made to the Principal Executive Officer, plus the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology. This resulted in Compensation Actually Paid to the Principal Executive Officer in 2023 of $1,056,571. For 2022, the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology for the Principal Executive Officer was calculated as $1,840,035 for awards granted during the year that remain unvested, less a decrease of $936,552 for changes in the fair value for awards granted in prior years that remain unvested, less a decrease of $272,426 for RSU awards that vested during the year due to a decrease in the share price from $7.63 on December 31, 2021 to the vested share price of $5.65 on January 27, 2022, totaling a net amount for the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology during 2022 of $631,057. The Compensation actually paid to the Principal Executive Officer in 2022 using the SEC's CAP methodology was then calculated as the Principal Executive Officer's Total Compensation for 2022 as set out in the Summary Compensation Table, less the amount reported in the Summary Compensation Table for Stock Awards made to the Principal Executive Officer, plus the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology. This resulted in Compensation Actually Paid to the Principal Executive Officer in 2022 of $1,484,907. For 2021, the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology for the Principal Executive Officer was calculated as $1,000,331 for awards granted during the year that remain unvested, plus an increase of $1,281,388 for changes in the fair value for awards granted in prior years that remain unvested, plus an addition of $2,768,623 for awards that vested during the year, nearly all of which were related to SARs with an exercise price of $2.92 whereby the share price was $7.14 on March 17, 2021 for the vesting of the first tranche and $9.77 on November 3, 2021 for the vesting of the second tranche, totaling $5,050,342, resulting in Compensation Actually Paid to the Principal Executive Officer using this methodology of $5,793,092 for 2021. For 2020, the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology for the Principal Executive Officer was calculated as $461,588 for awards granted during the year that remain unvested, plus an increase of $1,950,026 for changes in the fair value for awards granted in prior years that remain unvested, less a decrease of $47,018 for awards that vested during the year due to a decrease in the share price from $1.91 on December 31, 2019 to the vested share price of $1.61 on January 27, 2020, totaling $2,364,596, resulting in Compensation Actually Paid to the Principal Executive Officer using this methodology of $3,025,346 for 2020. For 2024, the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology for the average of other NEOs was calculated as $408,092 for awards granted during the year that remain unvested, less a decrease of $136,228 for changes in the fair value for awards granted in prior years that remain unvested, plus an increase of $2,185 for RSU awards that vested during the year due to an increase in the share price from $7.19 on December 31, 2023 to the vested share price of $7.30 on January 27, 2024, totaling $274,048, resulting in Compensation Actually Paid to the average of other NEOs using this methodology of $747,315 for 2024. For 2023, the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology for the average of other NEOs was calculated as $170,258 for awards granted during the year that remain unvested, less a decrease of $103,161 for changes in the fair value for awards granted in prior years that remain unvested, plus an increase of $31,600 for RSU awards that vested during the year due to an increase in the share price from $6.21 on December 31, 2022 to the vested share price of $7.54 on January 27, 2023, less $31,692 for awards granted in prior years that did not meet the applicable vesting conditions during the year, totaling $67,006, resulting in Compensation Actually Paid to the average of other NEOs using this methodology of $891,365 for 2023. For 2022, the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology for the average of other NEOs was calculated as $344,901 for awards granted during the year that remain unvested, less a decrease of $201,080 for changes in the fair value for awards granted in prior years that remain unvested, less a decrease of $53,222 for RSU awards that vested during the year due to a decrease in the share price from $7.63 on December 31, 2021 to the vested share price of $5.65 on January 27, 2022, totaling $90,600, resulting in Compensation Actually Paid to the average of other NEOs using this methodology of $427,754 for 2022. For 2021, the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology for the average of other NEOs was calculated as $242,273 for awards granted during the year that remain unvested, plus an increase of $404,704 for changes in the fair value for awards granted in prior years that remain unvested, plus an addition of $331,200 for awards that vested during the year , nearly all of which were related to SARs with an exercise price of $2.92 whereby the share price was $7.14 on March 17, 2021 for the vesting of the first tranche and $9.77 on November 3, 2021 for the vesting of the second tranche, totaling $978,177, resulting in Compensation Actually Paid to the average of other NEOs using this methodology of $1,275,744 for 2021. For 2020, the Fair-Value of Stock Awards as Determined in Accordance with the SEC's CAP Methodology for the average of other NEOs was calculated as $150,188 for awards granted during the year that remain unvested, plus an increase of $205,953 for changes in the fair value for awards granted in prior years that remain unvested, less a decrease of $15,249 for awards that vested during the year due to a decrease in the share price from $1.91 on December 31, 2019 to the vested share price of $1.61 on January 27, 2020, less a reduction of $230,930 for awards that were forfeited during the year, totaling $109,962, resulting in Compensation Actually Paid to the average of other NEOs using this methodology of $521,238 for 2020.

  32. Pay Versus Performance

    (2) This amount includes a severance payment made to Mr. Uhrie of $1,069,071 and a severance payment made to Mr. Brock of $1,077,828, each in connection with their terminations of employment, "without just cause" as defined in their Employment Agreements, in 2023. (3) This amount includes severance payments of $803,925 paid to Mr. William Paul Goranson and $184,000 paid to Mr. Matthew Tarnowski, each in connection with their termination of employment in 2020. The fair value of Common Share awards includes the value of RSU awards, performance-based SAR awards and Performance-Based Options granted as of December 31, 2024. The measurement date fair value of RSU awards was determined based on the higher of (i) the five-day VWAP of the Company's Common Shares on the NYSE American ending on the trading day immediately prior to the date of grant, and (ii) the market closing price of the Company's Common Shares on the NYSE American on the trading day immediately prior to the date of grant. The SAR awards include three (3) tiered, market-based vesting components that require the sustained retention of set Common Share values, each over a 90-calendar-day period within the grant's five-year term. While market-based, the SARs are nonetheless viewed as performance-based instruments because they only vest upon the achievement of performance goals designed to significantly increase TSR, which the Company directly links to management's performance in developing, implementing and growing its initiatives, all while balancing compensation incentives with risk management. The measurement date fair value of the market-based component of the performance share awards was determined using a Monte Carlo fair value simulation model incorporating the assumptions outlined below.

  33. Pay Versus Performance

    | Grant Year | 2019 | | | | | | Measurement Date | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | | Risk-free interest rate | 1.7% | 0.2% | 0.7% | 4.7% | 5.6% | | Expected term (in years) | 4.1 | 3.1 | 2.1 | 1.1 | 0.1 | | Expected volatility | 65.0% | 72.5% | 85.0% | 80.0% | 57.5% | | Dividend yield | 0% | 0% | 0% | 0% | 0% |

  34. Pay Versus Performance

    | Grant Year | 2022 | | | 2023 | | | Measurement Date | 12/31/2022 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | | Risk-free interest rate | 4.1% | 4.0% | 4.3% | 3.9% | 4.3% | | Expected term (in years) | 4.1 | 3.1 | 2.1 | 4.1 | 3.1 | | Expected volatility | 82.5% | 57.5% | 62.5% | 57.5% | 62.5% | | Dividend yield | 0% | 0% | 0% | 0% | 0% |

  35. Pay Versus Performance

    The Performance-Based Option awards are 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.The measurement date fair value of the market-based component of the performance share awards was determined using a Black Scholes fair value simulation model incorporating the assumptions outlined below.

  36. Pay Versus Performance

    | Grant Year | 2024 | | Measurement Date | 12/31/2024 | | Risk-free interest rate | 4.3% | | Expected term (in years) | 2.5 | | Expected volatility | 56.1% | | Dividend yield | 0% |

  37. Pay Versus Performance

    Compensation Actually Paid Versus Financial Performance Measures The following disclosure summarizes the relationship between each of the financial performance measures in the pay versus performance table above and CAP to our President and CEO and, on average, to our other NEOs, for each of the five years ended December 31, 2024, 2023, 2022, 2021 and 2020. Relationship Between Executive Compensation Actually Paid and the Cumulative Total Shareholder Return Over the Last Five Years Over the last five years spanning December 31, 2019 through December 31, 2024, the Company’s increase in TSR was 168.59% (an increase from $100.00 to $268.59 over that time period) compared to an increase of 136.26% (an increase from $100.00 to $236.26) for the Company’s uranium peers. The Company’s stronger performance relative to the Company is particularly noteworthy due to the fact that during that time period the Company has not only focused on maintaining a strong position in the uranium market but has also diversified into other commodities (most particularly HMS and REEs) to provide more protection in down uranium markets. A 168.59% TSR over a five-year period with the added diversification into other commodities besides uranium, particularly compared to a lesser performance by the Company’s peer group as a whole during the same period, is viewed by the Company as significantly positive and was therefore taken into account, along with other factors, in connection with the increases in total compensation paid to the Company’s President and CEO and other NEOs in 2024 compared to 2023. Other factors that contributed to increases in compensation levels for the President and CEO and other NEOs of the Company over the last five years were: the increase in the market capitalization of the Company and an increase in the size of other companies in the Company’s peer group used for compensation decisions; and the success of the Company in a number of its initiatives, as more particularly set forth in the 2024 Subjective Factors described under 2024 STIP Goals and Performance, above. Relationship Between Executive Compensation Actually Paid and Net Income Over the Last Five Years The Company is in an industry that is heavily dependent on the prices of uranium, certain REEs, HMS, vanadium and radioisotopes. When these commodity prices are high, development, extraction, production and related operations can be ramped up and in full swing. However, when 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. During 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 in the case of the Company growing and diversifying its asset base. As a result of this heavy reliance on commodity prices and large fluctuations in cashflows and income and losses, typical performance metrics, such as net income or loss, earnings per share, revenue growth, and earnings before interest, taxes, depreciation and amortization, etc. are not always meaningful to the Company at this stage in its growth and development. Further, the Company's share price and TSR are heavily impacted by commodity price changes and expectations of future commodity price changes, which are often unrelated to net income and other typical performance measures for companies whose operations are on standby or in a negative cash-flow growth/diversification mode. As a result, the CAP to the CEO and other NEOs can be heavily influenced by the impact of share price fluctuations on unvested securities, which can often outweigh any impacts that changes in net income and other typical performance metrics may have on CAP. For example, net income (loss) for the Company is currently not a meaningful metric to measure against the compensation of our President and CEO and other NEOs. After an uptick in 2019, uranium prices were low during most of the period 2020 through mid-2023, so the Company, along with its uranium peers, had to manage negative cash flows and losses during such period. Although uranium prices rose again in 2022 and 2023, and the Company has been rehabilitating and developing a number of its standby mines for future production, resulting in three coming back into production commencing in late 2023, the majority of such rehabilitation and development expenses have been required to be expensed, rather than capitalized, because the Company has not had any mineral reserves, under U.S. definitions, at the majority of its standby uranium mines (with the Pinyon Plain mine being the sole exception). In addition, the Company has been required to expense a portion of its development expenses for its REE initiative over those years. Further, spot uranium prices have generally been declining since early February 2024, which has impacted uranium property development activities and profits from uranium mining in 2024.

  38. Pay Versus Performance

    These factors resulted in approximately $27.8 million in net losses for the Company in 2020. The Company had net income of approximately $1.5 million in 2021, due primarily to the sale of several of its non-core properties to Consolidated Uranium Inc. ("CUR," which merged into IsoEnergy Limited in late 2023) during that year. However, that net income did not directly factor into any compensation decisions, as it was not considered by the Company to represent recurring net income. During 2022, the Company had a net loss of approximately $59.9 million, which also did not directly factor into compensation decisions. This is because approximately $16.90 million of that loss was due to a non-cash mark-to-market loss on investments accounted for at fair value due primarily to a decrease in the market price of our CUR shares over 2022. In addition, the Company faced increased expenses associated with significantly advancing our uranium, REE and radioisotope initiatives in 2022, including: preparing four of our uranium mines for production; development expenses associated with developing commercial REE separation capabilities, in addition to our existing mixed RE Carbonate commercial production capabilities; expenses associated with advancing our medical isotope initiatives; increased transaction expenses arising from costs associated with acquiring our Bahia Project in Brazil, and costs associated with the sale of our now former Alta Mesa Project in Texas; and increased other selling, general and administrative expenses associated with significant additions to executive and management/supervisory personnel, enhanced business processes, and other general and administrative expenses required to support all these increased levels of activity. Further, a number of transactions, including the sale of the Company's Alta Mesa Project, resulted in expenses in 2022, followed by a significant gain of $119.26 million in 2023 due to the respective sales of the Alta Mesa project and the transaction's underlying Convertible Note, which ultimately resulted in net income in 2023 of $99.76 million. During 2024, the Company incurred a net loss of $47.84 million primarily due to one-time transaction and integration costs that totaled $10.34 million related to the acquisition of Base Resources and the Donald Project Joint Venture, recurring operating expenses, and additional operating expenses associated with the increased headcount of retained Base Resources employees and Kwale HMS mine reclamation costs. As a result of all these factors, in our case, net income is not considered to be an appropriate metric to compare directly against compensation decisions for the Company's President and CEO and other NEOs due to its variability from year to year. To address the Company's inability to rely on typical performance metrics, such as net income or loss, earnings per share, revenue growth, and earnings before interest, taxes, depreciation and amortization, etc., the Company implemented its STIP in January 2016 and its LTIP in January 2018, which as discussed in more detail above, 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. As also discussed in more detail above, 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. Relationship Between Executive Compensation Actually Paid and Net Cash Used in Operating Activities Over the Last Five Years Although the Company does not rely on net cash used in operating activities, per se, in its compensation decisions, one of the performance goals in the Company's STIP over the last several years has been related to Net Recurring and Discretionary Cash Flows, which can be similar to Net cash used in operating activities. STIP performance goals are typically set to ensure that management meets the Company's budget expectations. Compensation decisions are based in part on how well management manages the Company's annual budget to maintain Net Recurring and Discretionary Cash Flows within budget while achieving the budgeted initiatives. Net cash used in operating activities was approximately $32.2 million and $29.3 million in 2020 and 2021 but increased to approximately $49.7 million in 2022, which is consistent with increased budgeted Net Recurring and Discretionary Cash Flows in 2022 compared to previous years as a result of increased budgeted initiatives in 2022 relative to previous years. In 2023, net cash used in operating activities was $15.4 million, which was consistent with net Recurring Cash Outflows of $20.3 million. In 2024, net cash used in operating activities was $44.0 million, which was consistent with Recurring Cash Outflows and Discretionary Cash Flows of $47.6 million. Performance Measures As described in detail above, the performance measures which we believe are most important and are used in our STIP and LTIP in determining compensation paid to each of our NEOs are generally applied equally across each NEO, recognizing the need for all top executives to focus primarily on working as a team to achieve the objective corporate goals set out for the Company in a given year and on a long-term basis. In 2024, Messrs. Chalmers, Frydenlund Moore, Bennett and Carstens were considered NEOs of the Company. Only the NEOs and other officers of the Company were subject to the STIP and LTIP in 2024. Included in the table below are the most important performance measures used to link compensation actually paid to Company performance, by NEO, for the year ended December 31, 2024.

  39. Pay Versus Performance

    | Named Executive Officer | Total Shareholder Return(1) | Total Recurring and Non-Recurring Cash Flow(2) | Working Capital(3) | Company satisfies specified milestones for advancement of REE initiative(4) | Company satisfies specified milestones for advancement of radioisotope initiative(5) | Company secures additional activities expected to result in Net Cash Increment to Company beyond 2024(6) | Company obtains specified permitting milestones(7) | Company satisfies specified milestones for Mining Activities(8) | | Mark Chalmers | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | David Frydenlund | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Curtis Moore | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Nathan Bennett | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Tim Carstens | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  40. Pay Versus Performance

    (1) For more on this performance measure, refer to the Performance Graph “Comparison of 5-Year Cumulative Total Return” and 2024 LTIP Goals and Performance, “Total Shareholder Return Performance,” above. (2) For more on this performance measure, refer to 2024 STIP Goals and Performance, “Total Recurring and Non-Recurring Cash Flow, plus Minimum Liquid Working Capital Balance,” above." (3) For more on this performance measure, refer to 2024 STIP Goals and Performance, “Total Recurring and Non-Recurring Cash Flow, plus Minimum Liquid Working Capital Balance,” 2024 LTIP Goals and Performance, “Secure Additional Activities that are Expected to Result in a Net Cash Increment to the Company Beyond 2024,” and the STIP and LTIP subjective component, “Strong Working Capital Position,” above." (4) For more on this performance measure, refer to 2024 STIP Goals and Performance, “ESG Goal: Advance REE Initiative” and “ESG Goal: Advance South Bahia Project,” 2024 LTIP Goals and Performance, “ESG Goal: Advance Long Term REE Initiatives” and the STIP and LTIP subjective components, “M&A Activity,” “Advancing Toliara,” “Advancing Toward FIC for Donald Project,” “REE Program Advancement” and “Expanded the Management Team,” above. (5) For more on this performance measure, refer to 2024 STIP Goals and Performance, “ESG Goal: Advance TAT Development and Permitting,” and the STIP and LTIP subjective components, “M&A Activity,” and “TAT Program” and “Expanded the Management Team,” above. (6) For more on this performance measure, refer to 2024 LTIP Goals and Performance, “Secure Additional Activities that are Expected to Result in a Net Cash Increment to the Company Beyond 2024” and the STIP and LTIP subjective component, “Uranium Sales,” above. (7) For more on this performance measure, refer to 2024 LTIP Goals and Performance, “Scalability of Production” and the STIP and LTIP subjective component, “Permitting,” above. (8) For more on this performance measure, refer to 2024 STIP Goals and Performance, “Uranium Mining and Production,” “Advance Development at Nichols Ranch,” 2024 LTIP Goals and Performance, “Expand Uranium Resource Base,” and the STIP and LTIP subjective components, “Uranium and Uranium/Vanadium Mining,” “Navajo Nation Discussions,” “Development Activities” and “Permitting,” above. Equity Grants in 2025 for Performance in 2024 Under the Company's LTIP and standard corporate practices, equity awards were made in January 2025 for performance during 2024, based on satisfaction of the various performance goals set out in the LTIP for 2024 for the NEOs and applying established bonus and equity thresholds that correspond to the individuals' respective employment classifications, as discussed above, for any other NEOs and salaried Company employees. See "Long-Term Incentives - Equity Compensation" in the Company's Compensation Analysis and Discussion, above. The following share-based equity grants (made in RSUs) and option-based equity grants (made in Performance-Based Options) were made in January 2025 for performance in 2024 and are not included in the Summary Compensation Table, above, which includes only equity grants made during the relevant fiscal years.

  41. Pay Versus Performance

    | Name and Principal Position | Share Based Awards(1) | Option Based Awards(2) | | Mark S. Chalmers President and CEO | 922,862 | 372,874 | | David C. Frydenlund Executive VP, CLO and Corporate Secretary | 552,020 | 223,038 | | Curtis H. Moore Senior VP, Marketing and Corporate Development | 285,863 | 115,500 | | Nathan R. Bennett CFO | 146,525 | 59,202 | | Timothy J. Carstens Executive VP, Heavy Mineral Sands Operations | 570,663 | 285,331 |

  42. Pay Versus Performance

    (1) The share-based awards were comprised of RSUs, which were granted in 2025 for performance in 2024, and which will appear in the Summary Compensation Table in the Proxy Statement Filed in 2026 as compensation for 2025. The fair value of each RSU award granted was calculated as the higher of (a) the closing trading price of the Common Shares on the NYSE American on the last trading day prior to the date of grant of the RSU, or (b) the VWAP of the Common Shares on the NYSE American for the five trading days ending on the last trading day prior to the date of grant of the RSU. (2) Option-based awards granted in 2025 were in the form of Performance-Based Options (i.e., having a strike price set at a 10% premium to the FMV at the time of grant) granted in January 2025 for performance in 2024, and which will appear in the Summary Compensation Table in the Proxy Statement filed in 2026 as compensation for 2025. Each Performance-Based Option granted in 2025 for performance in 2024, which has vested, entitles the holder, on exercise, to be issued a fully paid and non-assessable Common Share of the Company. The fair value of each Performance-Based Option award granted, being $2.2939/Performance-Based Option, was calculated using the Black Scholes valuation model. The Performance Based Options granted in 2025 are subject to a term of five years and vest as to 50% one year from the date of grant and as to 50% two years from the date of grant.

  43. CEO Pay Ratio

    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.

  44. Incentive Plan Awards

    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))

  45. Incentive Plan Awards

    | Name | Grant date | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities under- lying options (#) | Exercise or base price of option awards (#/Sh) | Grant date fair value of stock and option awards ($) | | | | Award Type | Thre shold ($) | Target ($) | Max ($) | Thre shold (#) | Target ($) | Max ($) | | | | | | Mark S. Chalmers | | Cash(1) | 0 | 528,238 | 792,356 | - | - | - | - | - | - | - | | | 1/25/24 | RSU(2) | - | - | - | 0 | 745,747 | 1,118,621 | - | - | - | 660,190 | | | 1/25/24 | Performance-Based Option(3) | - | - | - | - | - | - | - | 94,118 | 7.48 | 338,976 | | | 12/12/24 | RSU(2)(4) | - | - | - | - | - | - | - | - | - | 125,845 | | | 12/12/24 | Performance-Based Option(3)(4) | - | - | - | - | - | - | - | 21,970 | 7.24 | 62,922 | | David C. Frydenlund | | Cash(1) | 0 | 312,252 | 468,381 | - | - | - | - | - | - | - | | | 1/25/24 | RSU(2) | - | - | - | 0 | 446,077 | 669,115 | - | - | - | 394,899 | | | 1/25/24 | Performance-Based Option (3) | - | - | - | - | - | - | - | 56,297 | 7.48 | 202,762 | | | 12/12/24 | RSU(2)(4) | - | - | - | - | - | - | - | - | - | 75,275 | | | 12/12/24 | Performance-Based Option(3)(4) | - | - | - | - | - | - | - | 13,142 | 7.24 | 37,638 | | Curtis H. Moore | | Cash(1) | 0 | 184,800 | 277,200 | - | - | - | - | - | - | - | | | 1/25/24 | RSU(2) | - | - | - | 0 | 231,000 | 346,500 | - | - | - | 204,498 | | | 1/25/24 | Performance-Based Option(3) | - | - | - | - | - | - | - | 29,153 | 7.48 | 105,000 | | | 12/12/24 | RSU(2)(4) | - | - | - | - | - | - | - | - | - | 54,574 | | | 12/12/24 | Performance-Based Option(3)(4) | - | - | - | - | - | - | - | 9,528 | 7.24 | 27,287 | | Nathan R. Bennett | | Cash(1) | 0 | 78,936 | 118,404 | - | - | - | - | - | - | - | | | 1/25/24 | RSU(2) | - | - | - | 0 | 118,404 | 177,606 | - | - | - | 45,760 | | | 1/25/24 | Performance-Based Option(3) | - | - | - | - | - | - | - | 6,352 | 7.48 | 22,880 | | | 12/12/24 | RSU(2)(4) | - | - | - | - | - | - | - | - | - | 59,942 | | | 12/12/24 | Performance-Based Option(3)(4) | - | - | - | - | - | - | - | 10,465 | 7.24 | 29,971 | | Timothy J. Carstens | | Cash(6) | | 224,280 | 336,420 | | | | | | | - | | | 10/2/24 | RSU(2)(6) | - | - | - | 0 | - | - | - | - | - | 892,130 |

  46. Incentive Plan Awards

    (1) Annual Incentive Awards for Fiscal 2024 Performance: Cash, includes the potential range of 2024 annual incentive awards as described in the Compensation Discussion and Analysis. The actual amount earned for fiscal 2024 performance is reported under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table. (2) Long-Term Incentive Awards: Restricted Stock Units, includes the potential range of number of RSUs granted in fiscal 2024, based on an RSU grant price of $7.48 per RSU and on 2023 performance, under the Company's LTIP as described in the Compensation Discussion and Analysis. The actual value of RSUs granted in fiscal 2024, based on 2023 performance, is reported under the Share Based Awards column in the Summary Compensation Table. RSUs granted in 2025 for performance in 2024 are reported under the Equity Grants in 2025 for Performance in the table, above. (3) All other Option Awards: Performance-Based Options, discretionary and not subject to the Company's STIP or LTIP. Performance-Based Options granted in 2024 were for performance in 2023. (4) On December 12, 2024, the Board approved a special transaction bonus relating to the Base Resources acquisition. The Special Bonus was awarded in the form of RSU, stock option and performance-based stock option grant values to the Energy Fuels management employees who had been involved in the Base Resources acquisition. See "Special Transaction Bonus" above for a discussion regarding these awards. (5) Information on the terms of these awards is described under "Elements of Compensation" in the Compensation Discussion and Analysis. See "Employment Agreements and Termination and Change of Control Benefits" below for a discussion of how equity awards are treated under various termination scenarios. (6) Target Annual Incentive Plan Awards and Long-Term Incentive Awards calculated on Mr. Carsten's salary as of December 31, 2024 ($448,560). Option Exercises and Stock Vested

  47. Incentive Plan Awards

    | Name | Award Type | Option Awards | | Stock Awards | | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($)(2) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Mark S. Chalmers | RSUs | - | - | 106,305 | 776,027 | | David C. Frydenlund | RSUs | - | - | 60,056 | 438,409 | | | SARs | 195,028 | 1,552,423 | - | - | | Curtis H. Moore | RSUs | - | - | 14,891 | 108,704 | | Nathan R. Bennett | RSUs | - | - | 4,495 | 32,814 |

  48. Incentive Plan Awards

    Notes: (1) The value realized on the vesting of RSUs is the closing market price of the underlying Common Shares on the vesting date, which was $7.30, multiplied by the number of RSUs vested. (2) Represents totals prior to applicable tax withholding adjustments. Outstanding Share-Based Awards and Option-Based Awards

  49. Incentive Plan Awards

    | Option-Based Awards | | | | | | Share-Based Awards | | | | | Name | Number of Securities Under- lying Unexer-cised Options (#) Exercis- able(1) | Number of Securities Under-lying Unexer- cised Options (#) Unexer- cisable(1) | Number of Securities Underlying Unexercised Unearned Options (#)(1) | Option Exer- cise Price (1) | Option Expir- ation Date(1) | Number of Shares or Units of Shares that Have Not Vested (#) (2) | Market Value of Share- Based Awards that Have Not Vested(3) | Number of Un-earned Share- Based Awards that Have Not Vested (#) | Market or Payout Value of Unearned Share- Based Awards that Have Not Vested | | Mark S. Chalmers | Nil | 21,970 | 21,970 | 7.25 | 12/11/2029 | 180,884 | 927,935 | Nil | Nil | | | Nil | 94,118 | 94,118 | 8.23 | 1/24/2029 | - | - | - | - | | | Nil | 91,826 | 91,826 | 7.36 | 1/26/2028 | - | - | - | - | | | Nil | 361,111 | 361,111 | 6.47 | 1/25/2027 | - | - | - | - | | David C. Frydenlund | Nil | 13,142 | 13,142 | 7.25 | 12/11/2029 | 105,453 | 540,974 | Nil | Nil | | | Nil | 56,297 | 56,297 | 8.23 | 1/24/2029 | - | - | - | - | | | Nil | 54,926 | 54,926 | 7.36 | 1/26/2028 | - | - | - | - | | | Nil | 180,555 | 180,555 | 6.47 | 1/25/2027 | - | - | - | - | | Curtis H. Moore | Nil | 9,528 | 9,528 | 7.25 | 12/11/2029 | 45,683 | 234,354 | Nil | Nil | | | Nil | 29,153 | 29,153 | 8.23 | 1/24/2029 | - | - | - | - | | | Nil | 12,658 | 12,658 | 7.36 | 1/26/2028 | - | - | - | - | | | Nil | 22,222 | 22,222 | 6.47 | 1/25/2027 | - | - | - | - | | Nathan R. Bennett | Nil | 10,465 | 10,465 | 7.25 | 12/11/2029 | 19,710 | 101,112 | Nil | Nil | | | Nil | 6,352 | 6,352 | 8.23 | 1/24/2029 | - | - | - | - | | | Nil | 6,376 | 6,376 | 7.36 | 1/26/2028 | - | - | - | - | | Timothy J. Carstens | Nil | - | - | - | - | 159,594 | 818,717 | Nil | Nil |

  50. Incentive Plan Awards

    (1) This table reports holdings as of December 31, 2024. The number of securities listed in column 1 (Name column excluded) is comprised of unvested SARs from SARs granted on January 25, 2022 (the "2022 SARs"), the 2023 SARs and Performance-Based Options. Each 2022 SAR outstanding entitles the holder, on exercise, to a payment in cash or 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 $6.47 (the market price at the time of grant) over a five-year period, but vest only upon the achievement of the following performance goals: as to one-third of the 2022 SARs granted upon the 90-calendar-day VWAP of the Common Shares on the NYSE American equaling or exceeding $12.00 for any continuous 90-calendar-day period; as to an additional one-third of the 2022 SARs granted, upon the 90-calendar-day VWAP of the Common Shares on the NYSE American equaling or exceeding $14.00 for any continuous 90-calendar-day period; and as to the final one-third of the 2022 SARs granted, upon the 90-calendar-day VWAP of the Common Shares on the NYSE American equaling or exceeding $16.00 for any continuous 90-calendar-day period. None of the 2022 SARs had vested as of December 31, 2024. Each 2023 SAR outstanding entitles the holder, on exercise, to a payment in cash or 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 $7.36 (the market price at the time of grant) over a five-year period, but vest only upon the achievement of the same performance goals applying to the 2022 SARs. None of the 2023 SARs had vested as of December 31, 2024. Each Performance-Based Option granted has an exercise price set to 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. Performance-Based Options were granted on January 25, 2024 with an exercise price of $8.23 and December 12, 2024 with an exercise price of $7.25. None of the Performance-Based Options had vested as of December 31, 2024. (2) While the January 2025 grants of Performance-Based Options discussed above were earned in 2024, they had not yet been awarded as of December 31, 2024 and, as such, the 2025 Performance-Based Options are not reflected in the Number of Securities Underlying Unexercised Options as of December 31, 2025. (3) The share-based awards as of December 31, 2024 were comprised of RSUs, which were granted during 2022, 2023 and 2024. One half of the RSUs vest on January 27th on or following the first anniversary of the date of grant, another 25% vest on January 27th on or following the second anniversary of the date of grant and the remaining 25% vest on January 27th on or following the third anniversary of the date of grant. Upon vesting, each RSU entitles the holder thereof to one Common Share without the payment of any additional consideration. (4) The Market or Payout Value of Share-Based Awards that Have Not Vested is determined as the number of unvested RSUs as of December 31, 2024 multiplied by the closing price of the Common Shares on the NYSE American as of December 31, 2024 ($5.13).

  51. Incentive Plan Awards - Value Vested or Earned

    Incentive Plan Awards - Value Vested or Earned

  52. Incentive Plan Awards - Value Vested or Earned

    | Name | Option-Based Awards - Value Vested During the Year(1) | Share-Based Awards - Value Vested During the Year(2) | Non-Equity Incentive Plan Compensation - Value Earned During the Year(3) | | Mark S. Chalmers | Nil | 776,027 | 607,473 | | David C. Frydenlund | Nil | 438,409 | 359,092 | | Curtis H. Moore | Nil | 108,704 | 212,520 | | Nathan R. Bennett | Nil | 32,814 | 90,776 | | Timothy J. Carstens | Nil | Nil | 64,303 |

  53. Incentive Plan Awards - Value Vested or Earned

    Notes: (1) No SARs or Performance-Based Options vested during 2024. (2) These values are calculated as the number of RSUs that vested in 2024 multiplied by the closing price of the Common Shares on the NYSE American as of December 31, 2024, being the last trading day of the year, of $5.13 per Common Share. (3) These values constitute the cash bonuses earned in 2024 and paid in February 2025.

  54. Company Policies and Practices Relating to the Grant of Equity Awards

    Company Policies and Practices Relating to the Grant of Equity Awards The Company maintains strict conformance with its Insider Trading Policy in all aspects of its business, and particularly in relation to its Insiders who are expected to model best practices for all others in the Company and to maintain the highest levels of ethical conduct and propriety at all times. The Company's standard practice is for the President and CEO to put before the Compensation Committee all proposed equity awards, in accordance with the above-summarized compensation procedures and plans, at its mid-January meeting annually, for review and approval for recommendation to the Board. The Board then considers and, if deemed fit, approves all such equity awards at its late-January Board meeting, which is held annually to address routine corporate governance matters. For the vast majority of recipients, the January grant is their sole equity grant annually. For new Directors or employees (including NEOs) who join the Company mid-year, equity grants are typically approved by the Board at its regularly scheduled meeting held closest to such individuals' effective dates of employment/retention, respectively. A set number of stock options, Performance-Based Options, RSUs or SARs, as the case may be, is typically approved by the Board where the individual's start date occurred prior to the Board meeting and the FMV of the award could be determined in advance, whereas a specific dollar amount worth of stock options, Performance-Based Options, RSUs or SARs, as the case may be, is typically approved where the individual's effective date of employment/retention is scheduled to commence after the Board meeting and the FMV of the award is not yet known. This standard practice does, at times, mean that new equity grants are made during a Board meeting at which the Board also approves its Annual Report on Form 10-K or its interim financial statements on Form 10-Q (typically held one business day prior to the applicable filing date). However, where the Company is ever in doubt as to the potential acceptability of a given equity grant or other action or inaction due to its possession of material non-public information, which it evaluates on an ongoing basis, the Company takes the most conservative approach in favor of its shareholders (e.g., delaying a proposed equity grant until such time when all material nonpublic information has been disclosed, followed by an acceptable waiting period) to ensure no conflicts arise and no known or anticipated benefits are inappropriately realized. Considerations may include, for instance, past market responses to similar information upon announcement, planned corporate reorganizations or collaborations, or matters of high public/political interest. In addition, the Board may, at times where appropriate, award Directors, NEOs and/or certain other senior employees one-time extraordinary grants in connection with a notably significant achievement, such as the successful closing of a major business acquisition or merger. In such cases, management and the Board carefully evaluate whether they are then in possession of any material nonpublic information when determining the timing and terms of the proposed awards. Except in rare instances, the particular circumstances of which would be disclosed, extraordinary grants are not made while the Company possesses material nonpublic information. There is no instance where the Board, the Compensation Committee or management may time the Company's disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During the last completed fiscal year, the Company did not award any stock options or Performance-Based Options (together, "Options") to any of its NEOs in any period beginning four business days prior to the filing of a periodic report on Form 10-Q, Form 10-K or current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing of such Form 10-Q, Form 10-K or Form 8-K, as summarized in the following table:

  55. Employment Agreements and Termination and Change of Control Benefits

    Employment Agreements and Termination and Change of Control Benefits The Company has, or intends to put in place, employment agreements with each of its NEOs, which were (or will be) negotiated on a case-by-case basis. The events that trigger payment to an NEO on account of a termination, change of control or retirement are negotiated and documented in each employment contract. These benefits attempt to balance the protection of the employee upon the occurrence of such events with the preservation of the executive base in the event such a change of control occurs. As noted below, there are certain circumstances that trigger payment, vesting of stock options, SARs and/or RSUs, or the provision of other benefits to an NEO upon termination, change of control or retirement. As disclosed last year, during 2023 and early 2024, the Company renegotiated amended and restated employment agreements with Mr. Chalmers, the Company's President and CEO, whose employment commitment expired in 2023, and Mr. Frydenlund, the Company's Executive VP, CLO and Corporate Secretary, whose existing employment agreement does not have a commitment by Mr. Frydenlund to extend his employment beyond normal retirement age. Both Messrs. Chalmers and Frydenlund are currently beyond normal retirement age and are considered to be key members of the Company's management team and essential elements in the Company's current growth plans. The Board determined that it is in the best interests of the Company to negotiate amendments to Messrs. Chalmers' and Frydenlund's employment agreements under which they would each agree to extend their employment and postpone their retirement beyond normal retirement age, agree to specified succession transition requirements, agree to non-solicitation and global non-compete provisions, and commit their exclusive attention to Company matters during this crucial period of growth for the Company. As a result, after thoughtful and focused negotiations during which the Company was represented by independent counsel and by its executive compensation consultant Zayla, on April 10, 2024, the Company entered into amended employment agreements with Messrs. Chalmers and Frydenlund under which Mr. Chalmers agreed to commit to defer his retirement until April 15, 2026, Mr. Frydenlund agreed to defer his retirement until October 15, 2026 (each a "Planned Retirement Date"), and both committed to: identify and transition qualified successors to each of their positions; to enter into non-solicitation and non-compete provisions and to commit to post-retirement consulting arrangements with the Company to further ensure adequate transition. As described in more detail below, in consideration for these commitments on the part of Messrs. Chalmers and Frydenlund, and as a further incentive over their extended employment and consulting years, the Company and Messrs. Chalmers and Frydenlund each agreed to the following: the payment of an extension/retention bonus in the amount of $1,000,000 to Mr. Chalmers and $500,000 to Mr. Frydenlund payable on each of their Planned Retirement Dates; the payment of a succession bonus in the amount of $1,000,000 to Mr. Chalmers and $500,000 to Mr. Frydenlund on their Planned Retirement Dates, conditional upon each of them identifying and securing a suitable successor no less than 6 months prior to their Planned Retirement Dates; and the payment of consideration for a global non-compete for the period of two years after retirement in the amount of RSUs having a value of $1,000,000 to Mr. Chalmers and $500,000 to Mr. Frydenlund payable on each of their Planned Retirement Dates. Each of these dollar amounts will be adjusted for inflation from the effective dates of the amended and restated employment agreements. In addition, as described in more detail below, Mr. Frydenlund's employment agreement was amended to provide that, conditional upon a suitable successor to Mr. Frydenlund being appointed no less than six months prior to Mr. Frydenlund's Planned Retirement Date, then on such Planned Retirement Date: all of Mr. Frydenlund's unvested RSUs would vest; all of Mr. Frydenlund's unvested stock options would vest and generally be exercisable until the earlier of the expiry of their terms and the termination date of Mr. Frydenlund's consulting agreement; all SARs would be treated the same as for a termination following a Change of Control where the termination is generally deemed to be the date of termination of Mr. Frydenlund's consulting agreement; and any other form of equity granted would generally vest or accelerate effective as of the date of termination of Mr. Frydenlund's consulting agreement. Similar provisions are contained in Mr. Chalmers previous employment agreement and are also contained in his restated and amended employment agreement. While RSUs, SARs and other forms of equity typically act as an effective retention tool for employees, retirement poses a unique dilemma in that no period of time with the Company will result in those awards being fully realized on a single retirement date due to the tiered vesting schedule. However, the awards, when granted, were for performance in the year prior to grant and were deemed fully earned based on past performance under the LTIP. For that reason, and as further consideration for each of them agreeing to extend their normal retirement dates, the Board agreed to accelerate the vesting periods of all equity previously granted to them. As described in more detail below, under the consulting agreements to be entered into by Mr. Chalmers and Mr. Frydenlund, each of Messrs. Chalmers and Frydenlund will agree to devote up to 20 hours per week for the first twelve months and 15 hours per week for the second twelve months of the two-year term of their agreements, and the Company will commit to pay for a minimum of 10 hours of services per week for each of Messrs. Chalmers and Frydenlund, as a retainer. Consideration for these consulting services will be an hourly fee comparable to that which would be paid to senior partners of global consulting firms, which the parties agreed would be $1,250 per hour for Mr. Chalmers and $800 per hour for Mr. Frydenlund, in each case adjusted for inflation from the effective date of the amended and restated employment agreements. The Company is pleased with these arrangements. The Company is at a critical point in its business growth efforts. The primary aims in renegotiating the employment agreements were the incentivization of Messrs. Chalmers and Frydenlund's retention as employees beyond their planned retirements, the achievement of key succession milestones for both roles and the arrangement of post-retirement consulting services on a guaranteed and globally exclusive basis so as to ensure, to the fullest extent possible, a seamless transition of the key executive roles without the loss of Messrs. Chalmers and Frydenlund's extensive institutional and industry knowledge, having reached retirement age with expertise attractive to others in the industry. The Board feels strongly that the sum of these arrangements achieves these objectives, and the arrangements are appropriate and essential to protect shareholder value over the coming years. The specific terms of Messrs. Chalmers and Frydenlund's revised employment agreements are as follows, with summaries of the other NEOs' employment agreements immediately following:

  56. Employment Agreements and Termination and Change of Control Benefits

    Mr. Chalmers's employment agreement (the "Chalmers Agreement"), as amended on April 10, 2024, has a term commencing on the effective date of the Chalmers Agreement and terminating on his Planned Retirement Date of April 15, 2026, which may be extended to a later retirement date of Mr. Chalmers's choice by the mutual agreement of Mr. Chalmers and the Company. Pursuant to the Chalmers Agreement, Mr. Chalmers is currently paid an annual salary of $646,314 (the "Chalmers Base Salary"), subject to review and increase at the discretion of the Company. Pursuant to the Chalmers Agreement, Mr. Chalmers will continue to act as President and CEO of the Company. Mr. Chalmers is also entitled to receive benefits such as health insurance, vacation and other benefits consistent with the Company's benefit plans extended to other employees of the Company with a similar position or of a similar level. In addition, Mr. Chalmers has a cash bonus opportunity during each calendar year with a target equal to 85% (the "Chalmers Target Cash Bonus Percentage") of his Base Salary (the "Chalmers Target Cash Bonus"), in accordance with the Company's STIP, and an equity award opportunity during each calendar year with a target value equal to 120% (the "Chalmers Target Equity Award Percentage") of his Base Salary (the "Chalmers Target Equity Award"), in accordance with the Company's LTIP. The Company may terminate the Chalmers Agreement for just cause, without just cause or in the event of a determination of disability. Mr. Chalmers may terminate his employment for "good reason" upon occurrence of any of the following: (i) a material reduction or diminution in his level of responsibility or office, which has not been cured by the Company within thirty (30) days; (ii) a reduction in the Chalmers Base Salary, Chalmers Target Cash Bonus Percentage, Chalmers Target Equity Award Percentage or rights to participate in the Company's Stock Appreciation Rights Plan; or (iii) a proposed forced relocation to another geographic location greater than 50 miles from his current location at the time a move is requested after a change of control. In the event Mr. Chalmers's employment is terminated by the Company without just cause or upon a disability, or Mr. Chalmers elects to resign for good reason, or upon his death, he or his estate will be entitled to severance pay equal to 2.99 times (the "Chalmers Severance Factor") the sum of the Chalmers Base Salary and the Chalmers Target Cash Bonus for the full year in which the date of termination occurs (the "Chalmers Severance Amount"), plus all accrued obligations, including outstanding Chalmers Base Salary, accrued and unused vacation pay and any other cash benefits accrued up to and including the date of termination ("Accrued Obligations"), less required withholdings. The estimated amount payable to Mr. Chalmers in the case of such a termination, assuming that the termination took place on December 31, 2024, would be a cash payment in the amount of the Chalmers Severance Amount of $3,437,584 (pursuant to the current Chalmers Agreement but based on his base salary as of December 31, 2024 of $621,456). If Mr. Chalmers's employment is terminated without just cause or for a disability, or Mr. Chalmers elects to resign for good reason, or Mr. Chalmers dies, in any case whether before or after a change of control or in the absence of any change of control, then, in addition to the payment of the Chalmers Severance Amount (to be paid in full within thirty (30) calendar days after the termination date) and all Accrued Obligations (to be paid in full within five (5) working days after the termination date), Mr. Chalmers or his estate will (A) have up to the earlier of (i) 90 days from the date of termination for all cases other than death and twelve (12) months from the date of termination in the case of death, or (ii) the expiry date when the particular stock option expires, to exercise the stock options previously granted to Mr. Chalmers that have vested but have not yet been exercised; (B) be paid (or issued shares issuable thereunder) any RSUs that have vested and are unpaid as of the date of termination; and (C) receive any other rights available to him or his estate in respect of any SARs or other awards granted to Mr. Chalmers up to his date of termination. Any stock options and RSUs that are not vested on or before his date of termination will be immediately cancelled and forfeited to the Company. Upon such a termination, Mr. Chalmers and his dependents may be eligible for continuation coverage of health insurance under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), in which case the Company will reimburse Mr. Chalmers for the full cost of the continuation rate charged for the coverage through the Company's Health and Welfare Plan, on a monthly basis, for a period of months equal to twelve (12) times the Chalmers Severance Factor(i.e., just under a period of three (3) years). The reimbursement will be to Mr. Chalmers or his dependents directly and will be grossed up so that there is no negative tax impact to Mr. Chalmers or his dependents for coverage of the premiums charged by the insurance carriers for the COBRA continuation coverage for the current month of reimbursement. Mr. Chalmers and his dependents may, at their choosing, enroll in the COBRA continuation plan through the Company to the extent permitted under COBRA or enroll in a separate plan of their choosing, to be covered by the reimbursements. In the event of a change of control, Mr. Chalmers's employment is terminated and/or the successor entity does not assume and agree to perform all of the Company's obligations under the Chalmers Agreement (i.e., a double triggering event), then Mr. Chalmers's employment will be deemed to have been terminated without just cause and Mr. Chalmers will be entitled to receive the same rights as described above for a termination without just cause under the normal course, except that, in addition, if Mr. Chalmers's employment is deemed terminated without just cause or, within 12 months after a change of control, Mr. Chalmers's employment is terminated without just cause or by reason of disability, or Mr. Chalmers elects to resign for good reason, then all of Mr. Chalmers's unvested RSUs will automatically vest and be settled, all of Mr. Chalmers's unvested, unexpired stock options will automatically vest and become exercisable, and will continue to be exercisable during the 90-calendar day period following termination, and Mr. Chalmers's SARs will be exercisable during the 270-calendar day period following termination (unless they earlier expire by their terms) without any change to the performance or vesting conditions, which will still need to be met. The estimated Severance Amount payable to Mr. Chalmers in the case of termination upon a change of control would be a cash payment in the amount of $3,437,076, plus the value attributable to the accelerated vesting of previously issued RSUs payable in Common Shares of the Company of $927,935, totaling $4,365,519, assuming that the triggering event took place on December 31, 2024 (pursuant to the current Chalmers Agreement but based on his base salary as of December 31, 2024 of $621,456). The Chalmers Agreement also provides that if any Covered Payments constitute "parachute payments" within the meaning of Section 280G of the Code and would otherwise be subject to the excise tax imposed under Section 4999 of the Code or any Excise Tax, then the Covered Payments will be reduced (but not below zero) to the extent necessary so that the sum of all Covered Payments does not exceed a specified threshold amount (generally an amount equal to three times Mr. Chalmers's average annual compensation from the Company for the five years preceding the year of the change of control).

  57. Employment Agreements and Termination and Change of Control Benefits

    The Chalmers Agreement includes a succession obligation, which requires that Mr. Chalmers work toward securing a replacement CEO (the "Replacement CEO") in concert with, and acceptable to, the Board. The Replacement CEO must be employed by the Company in a transition capacity (e.g., as an executive vice president or as president) at least six (6) months prior to the date of retirement of Mr. Chalmers (or such lesser time as the Board may approve) and will be appointed CEO of the Company upon Mr. Chalmers's retirement. Mr. Chalmers will be considered to have satisfied his succession obligation if (a) the Board has appointed a Replacement CEO within the stipulated 6-month time period; or (b) Mr. Chalmers has placed before the Board at least one willing, eligible reasonably suitable candidate for appointment as Replacement CEO within the stipulated 6-month time period and the candidate was not appointed as Replacement CEO due to the action or inaction on the part of the Board. If Mr. Chalmers retires from the Company on his Planned Retirement Date, provided he has satisfied the above succession obligation, then, as discussed above, upon retirement: (A) he will receive all Accrued Obligations, COBRA coverage as summarized above and other benefits consistent with the Company's benefit plans extended to other employees of the Company with a similar position or of a similar level; (B) he will receive a $1,000,000 extension/retention bonus in cash on the Planned Retirement Date in consideration of his successful completion of an extended employment period past his normal retirement age; (C) he will receive an additional $1,000,000 succession bonus in cash on his Planned Retirement Date in consideration of his successful satisfaction of his succession obligation, as detailed above; (D) all of Mr. Chalmers's previously granted, unvested and unexpired stock options will automatically vest and become immediately exercisable, and will continue to be exercisable for a period of six (6) months after the later of (i) his date of retirement, and (ii) the date of termination of his consulting agreement, as discussed below; (E) all of Mr. Chalmers's previously granted, unvested RSUs will automatically vest and be settled; (F) all of Mr. Chalmers's previously granted SARs will be exercisable during the 270-calendar day period following the later of (i) his date of retirement and (ii) the date of termination of his consulting agreement (unless they earlier expire by their terms) without any change to the performance or vesting conditions, which will still need to be met; (G) Mr. Chalmers will receive a grant of $1,000,000 worth of RSUs on his Planned Retirement Date, which vest as to 50% one year after the Planned Retirement Date and the remainder two years after the Planned Retirement Date, in consideration of the non-competition provisions of the Chalmers Agreement and his consulting agreement, as detailed below; and (H) Mr. Chalmers is eligible to receive the full STIP and LTIP awards granted in the year of Mr. Chalmers's termination of employment, in the ordinary course, with no pro-ration for the duration of his employment in that year. The retirement elements discussed in (B), (C) and (G), above, are each subject to an inflation adjustment based on the Gross Domestic Product Implicit Price Deflator as published by the U.S. Department of Commerce from the effective date of the Chalmers Agreement. In addition, while still an employee of the Company, Mr. Chalmers will continue to have the benefit of any approved base salary increases and any increases in his Chalmers Target Cash Bonus Percentage under the STIP and/or Chalmers Target Equity Award Percentage under the LTIP, and will receive any approved extraordinary cash bonuses or equity grants based on his position, each in the same fashion as and commensurate with past practice and other executive officers of the Company, without regard to his pending retirement. Finally, if Mr. Chalmers retires on the Planned Retirement Date, he resigns for good reason, or the Company terminates his employment without just cause, then he and the Company will enter into an agreement for Mr. Chalmers to provide consulting services, effective on the date immediately following the Planned Retirement Date, making Mr. Chalmers available for a period of time to aid in the transition of his duties to the Replacement CEO and will involve his management of special projects and as otherwise required by the Company. Pursuant to the consulting agreement, if entered into, Mr. Chalmers will agree to be available for twenty (20) hours of work per week during the first twelve (12) months and for fifteen (15) hours of work per week during the second twelve (12) months of its two (2)-year term, unless otherwise extended by the parties, at a retainer fee of $1,250 per hour. The Company will guarantee to pay Mr. Chalmers for a minimum of 10 hours of work per week during the term of the consulting agreement (the "Chalmers Minimum Guaranteed Fee"). In exchange, during the term of the consulting agreement, Mr. Chalmers will be bound to a duty of loyalty to the Company prohibiting him from taking any step on behalf of himself or any other person or entity to compete with the Company, as well as by a fiduciary duty of care that prevents him from diverting business opportunities away from the Company and from co-opting the Company's business opportunities for personal profit or in order to benefit an unrelated entity during his affiliation with the Company under his consulting agreement. Mr. Chalmers will additionally be bound by a non-solicitation period lasting the term and for 12 months following the date of termination of his consulting agreement, as well as by a non-competition period lasting the term of his consulting agreement (which will generally be 24 months following the date of his Planned Retirement Date) in regard to all defined "competitive activities" for any competitive business anywhere within the world. Upon termination of the consulting agreement by the Company for just cause, or due to death or disability, or upon the planned expiration of the consulting agreement, the Company will pay to Mr. Chalmers all fees earned before such termination that have not yet been paid. Any RSUs held by Mr. Chalmers that have vested on or before the termination date will be paid (or shares issued), and any unvested RSUs will be immediately cancelled and forfeited to the Company on the termination date. Alternatively, upon termination of the consulting agreement by Mr. Chalmers due to the Company's breach of the consulting agreement, which has not been cured within 45 days' notice of the alleged breach, or for any other reason by the Company not covered above, then the Company will pay to Mr. Chalmers all fees earned before such termination that have not yet been paid, as well as the Chalmers Minimum Guaranteed Fee through the remainder of the current term (paid promptly upon termination), and any period of restriction on all RSUs shall lapse and shall be immediately settled and payable/issuable. The estimated total amount payable to Mr. Chalmers in the case of retirement on his Planned Retirement Date, in consideration of Mr. Chalmers' commitments as described above, would be cash payments totaling $2,000,000, an RSU grant having a value of $1,000,000, plus the value attributable to the accelerated vesting of previously issued RSUs payable in Common Shares of the Company of $927,935, totaling $3,927,935, assuming that the retirement took place on December 31, 2024 (pursuant to the current Chalmers Agreement). Mr. Chalmers would also enter into his consulting agreement, as described above. Mr. Chalmers is also subject to a Confidentiality and Non-Solicitation Agreement. David C. Frydenlund

  58. Employment Agreements and Termination and Change of Control Benefits

    Mr. Frydenlund's employment agreement (the "Frydenlund Agreement"), as amended on April 10, 2024, has a term commencing on the effective date of the Frydenlund Agreement and terminating on his Planned Retirement Date of October 15, 2026, which may be extended to a later retirement date of Mr. Frydenlund's choice by the mutual agreement of Mr. Frydenlund and the Company. Pursuant to the Frydenlund Agreement, Mr. Frydenlund is currently paid an annual salary of $463,919 (the "Frydenlund Base Salary"), subject to review and increase at the discretion of the Company. Pursuant to the Frydenlund Agreement, Mr. Frydenlund will act as Executive VP, CLO and Corporate Secretary of the Company. Mr. Frydenlund is also entitled to receive benefits such as health insurance, vacation and other benefits consistent with the Company's benefit plans extended to other employees of the Company with a similar position or of a similar level. In addition, Mr. Frydenlund has a cash bonus opportunity during each calendar year with a target equal to 70% (the "Frydenlund Target Cash Bonus Percentage") of his Base Salary (the "Frydenlund Target Cash Bonus"), in accordance with the Company's STIP, and an equity award opportunity during each calendar year with a target value equal to 100% (the "Frydenlund Target Equity Award Percentage") of his Base Salary (the "Frydenlund Target Equity Award"), in accordance with the Company's LTIP. The Company may terminate the Frydenlund Agreement for just cause, without just cause or in the event of disability. Mr. Frydenlund may terminate his employment for "good reason" upon occurrence of any of the following: (i) a material reduction or diminution in his level of responsibility or office; (ii) a reduction in the Frydenlund Base Salary, Frydenlund Target Cash Bonus Percentage or Frydenlund Target Equity Award Percentage or rights to participate in the Company's Stock Appreciation Rights Plan; or (iii) a proposed forced relocation to another geographic location greater than 50 miles from his current location at the time a move is requested after a change of control. In the event Mr. Frydenlund's employment is terminated by the Company without just cause or upon a disability, or Mr. Frydenlund elects to resign for good reason, or upon his death, he or his estate will be entitled to severance pay equal to 2.0 times (the "Frydenlund Severance Factor") the sum of the Frydenlund Base Salary and the Frydenlund Target Cash Bonus for the full year in which the date of termination occurs (the "Frydenlund Severance Amount"), plus all accrued obligations, including outstanding Frydenlund Base Salary, Accrued Obligations, less required withholdings. The estimated amount payable to Mr. Frydenlund in the case of such a termination, assuming that the termination took place on December 31, 2024, would be a cash payment in the amount of the Frydenlund Severance Amount of $1,516,658 (pursuant to Mr. Frydenlund's current employment agreement but assuming his base salary as of December 31, 2024 of $446,076). If Mr. Frydenlund's employment is terminated without just cause or for a disability, or Mr. Frydenlund elects to resign for good reason, or Mr. Frydenlund dies, in any case whether before or after a change of control or in the absence of any change of control, then, in addition to the payment of the Frydenlund Severance Amount (to be paid in full within thirty (30) calendar days after the termination date) and all Accrued Obligations (to be paid in full within five (5) working days after the termination date), Mr. Frydenlund or his estate will (A) have up to the earlier of (i) 90 days from the date of termination for all cases other than death and twelve (12) months from the date of termination in the case of death, or (ii) the expiry date when the particular stock option expires, to exercise the stock options previously granted to Mr. Frydenlund that have vested but have not yet been exercised; (B) be paid (or issued shares issuable thereunder) any RSUs that have vested and are unpaid as of the date of termination; and (C) receive any other rights available to him or his estate in respect of any SARs or other awards granted to Mr. Frydenlund up to his date of termination. Any stock options and RSUs that are not vested on or before his date of termination will be immediately cancelled and forfeited to the Company. Upon such a termination, Mr. Frydenlund and his dependents may be eligible for continuation coverage of health insurance under COBRA, in which case the Company will reimburse Mr. Frydenlund for the full cost of the continuation rate charged for the coverage through the Company's Health and Welfare Plan, on a monthly basis, for a period of months equal to twelve (12) times the Frydenlund Severance Factor (i.e., a period of two (2) years). The reimbursement will be to Mr. Frydenlund or his dependents directly and will be grossed up so that there is no negative tax impact to Mr. Frydenlund or his dependents for coverage of the premiums charged by the insurance carriers for the COBRA continuation coverage for the current month of reimbursement. Mr. Frydenlund and his dependents may, at their choosing, enroll in the COBRA continuation plan through the Company to the extent permitted under COBRA or enroll in a separate plan of their choosing, to be covered by the reimbursements. In the event of a change of control, Mr. Frydenlund's employment is terminated and/or the successor entity does not assume and agree to perform all of the Company's obligations under the Frydenlund Agreement (i.e., a double triggering event), then Mr. Frydenlund's employment will be deemed to have been terminated without just cause and Mr. Frydenlund will be entitled to receive the same rights as described above for a termination without just cause under the normal course, except that, in addition, if Mr. Frydenlund's employment is deemed terminated without just cause or, within 12 months after a change of control, Mr. Frydenlund's employment is terminated without just cause or by reason of disability, or Mr. Frydenlund elects to resign for good reason, then all of Mr. Frydenlund's unvested RSUs will automatically vest and be settled, all of Mr. Frydenlund's unvested, unexpired stock options will automatically vest and become exercisable, and will continue to be exercisable during the 90-calendar day period following termination, and Mr. Frydenlund's SARs will be exercisable during the 270-calendar day period following termination (unless they earlier expire by their terms) without any change to the performance or vesting conditions, which will still need to be met. The estimated Severance Amount payable to Mr. Frydenlund in the case of termination upon a change of control would be a cash payment in the amount of $1,516,658, plus the value attributable to the accelerated vesting of previously issued RSUs payable in Common Shares of the Company of $540,974, totaling $2,057,632, assuming that the triggering event took place on December 31, 2024 (pursuant to the current Frydenlund Agreement but assuming his base salary as of December 31, 2024 of $446,077). The Frydenlund Agreement also provides that if any Covered Payments constitute "parachute payments" within the meaning of Section 280G of the Code and would otherwise be subject to the excise tax imposed under Section 4999 of the Code or any Excise Tax, then the Covered Payments will be reduced (but not below zero) to the extent necessary so that the sum of all Covered Payments does not exceed a specified threshold amount (generally an amount equal to three times Mr. Frydenlund's average annual compensation from the Company for the five years preceding the year of the change of control).

  59. Employment Agreements and Termination and Change of Control Benefits

    The Frydenlund Agreement includes a succession obligation, which requires that Mr. Frydenlund work toward securing a replacement Chief Legal Officer (or General Counsel) and Corporate Secretary (the "Replacement CLO") in concert with, and acceptable to, the Board. The Replacement CLO must be employed by the Company in a transition capacity at least six (6) months prior to the date of retirement of Mr. Frydenlund (or such lesser time as the Board may approve) and will be appointed CLO (or General Counsel) and Corporate Secretary of the Company upon Mr. Frydenlund's retirement. Mr. Frydenlund will be considered to have satisfied his succession obligation if (a) the Board has appointed a Replacement CLO within the stipulated 6-month time period; or (b) Mr. Frydenlund has placed before the Board at least one willing, eligible reasonably suitable candidate for appointment as Replacement CLO within the stipulated 6-month time period and the candidate was not appointed as Replacement CLO due to the action or inaction on the part of the Board. It is also acknowledged that the Corporate Secretary function may be performed by a separate person, if so approved by the Board. If Mr. Frydenlund retires from the Company on the Planned Retirement Date, provided he has satisfied the above succession obligation, then, as discussed above, upon retirement: (A) he will receive all Accrued Obligations, COBRA coverage as summarized above and other benefits consistent with the Company's benefit plans extended to other employees of the Company with a similar position or of a similar level; (B) he will receive a $500,000 extension/retention bonus in cash on the Planned Retirement Date in consideration of his successful completion of an extended employment period past his normal retirement age; (C) he will receive an additional $500,000 succession bonus in cash on the Planned Retirement Date in consideration of his successful satisfaction of his succession obligation, as detailed above; (D) all of Mr. Frydenlund's previously granted, unvested and unexpired stock options will automatically vest and become immediately exercisable, and will continue to be exercisable for a period of six (6) months after the later of (i) his date of retirement, and (ii) the date of termination of his consulting agreement, as discussed below; (E) all of Mr. Frydenlund's previously granted, unvested RSUs will automatically vest and be settled; (F) all of Mr. Frydenlund's previously granted SARs will be exercisable during the 270-calendar day period following the later of (i) his date of retirement and (ii) the date of termination of his consulting agreement (unless they earlier expire by their terms) without any change to the performance or vesting conditions, which will still need to be met; (G) Mr. Frydenlund will receive a grant of $500,000 worth of RSUs on his Planned Retirement Date, which vest as to 50% one year after the Planned Retirement Date and the remainder two years after the Planned Retirement Date, in consideration of the non-competition provisions of the Frydenlund Agreement and his consulting agreement, as detailed below; and (H) Mr. Frydenlund is eligible to receive the full STIP and LTIP awards granted in the year of Mr. Frydenlund's termination of employment, in the ordinary course, with no pro-ration for the duration of his employment in that year. The retirement elements discussed in (B), (C) and (G), above, are each subject to an inflation adjustment based on the Gross Domestic Product Implicit Price Deflator as published by the U.S. Department of Commerce from the effective date of the Frydenlund Agreement. In addition, while still an employee of the Company, Mr. Frydenlund will continue to have the benefit of any approved base salary increases and any increases in his Frydenlund Target Cash Bonus Percentage under the STIP and/or Frydenlund Target Equity Award Percentage under the LTIP, and will receive any approved extraordinary cash bonuses or equity grants based on his position, each in the same fashion as and commensurate with past practice and other executive officers of the Company, without regard to his pending retirement. Finally, if Mr. Frydenlund retires on the Planned Retirement Date, he resigns for good reason, or the Company terminates his employment without just cause, then he and the Company will enter into an agreement for Mr. Frydenlund to provide consulting services, effective on the date immediately following the Planned Retirement Date, making Mr. Frydenlund available for a period of time to aid in the transition of his duties to the Replacement CEO and will involve his management of special projects and as otherwise required by the Company. Pursuant to the consulting agreement, if entered into, Mr. Frydenlund will agree to be available for twenty (20) hours of work per week during the first twelve (12) months and for fifteen (15) hours of work per week during the second twelve (12) months of its two (2)-year term, unless otherwise extended by the parties, at a retainer fee of $800.00 per hour. The Company will guarantee to pay Mr. Frydenlund for a minimum of 10 hours of work per week during the term of the consulting agreement (the "Frydenlund Minimum Guaranteed Fee"). In exchange, during the term of the consulting agreement, Mr. Frydenlund will be bound to a duty of loyalty to the Company prohibiting him from taking any step on behalf of himself or any other person or entity to compete with the Company, as well as by a fiduciary duty of care that prevents him from diverting business opportunities away from the Company and from co-opting the Company's business opportunities for personal profit or in order to benefit an unrelated entity during his affiliation with the Company under his consulting agreement. Mr. Frydenlund will additionally be bound by a non-solicitation period lasting the term and for 12 months following the date of termination of his consulting agreement, as well as by a non-competition period lasting the term of his consulting agreement (which will generally be 24 months following the date of his Planned Retirement Date) in regard to all defined "competitive activities" for any competitive business anywhere within the world. Upon termination of the consulting agreement by the Company for just cause, or due to death or disability, or upon the planned expiration of the consulting agreement, the Company will pay to Mr. Frydenlund all fees earned before such termination that have not yet been paid. Any RSUs held by Mr. Frydenlund that have vested on or before the termination date will be paid (or shares issued), and any unvested RSUs will be immediately cancelled and forfeited to the Company on the termination date. Alternatively, upon termination of the consulting agreement by Mr. Frydenlund due to the Company's breach of the consulting agreement, which has not been cured within 45 days' notice of the alleged breach, or for any other reason by the Company not covered above, then the Company will pay to Mr. Frydenlund all fees earned before such termination that have not yet been paid, as well as the Frydenlund Minimum Guaranteed Fee through the remainder of the current term (paid promptly upon termination), and any period of restriction on all RSUs shall lapse and shall be immediately settled and payable/issuable. The estimated total amount payable to Mr. Frydenlund in the case of retirement on his Planned Retirement Date, in consideration of Mr. Frydenlund's commitments as described above, would be cash payments totaling $1,000,000, an RSU grant having a value of $500,000, plus the value attributable to the accelerated vesting of previously issued RSUs payable in Common Shares of the Company of $540,974, totaling $2,040,974, assuming that the retirement took place on December 31, 2023 (pursuant to the current Frydenlund Agreement). Mr. Frydenlund would also enter into his consulting agreement, as described above.

  60. Employment Agreements and Termination and Change of Control Benefits

    Mr. Frydenlund is also subject to a Confidentiality and Non-Solicitation Agreement. Timothy J. Carstens Mr. Carstens' employment agreement (the "Carstens Agreement"), effective May 5, 2008, as amended on October 19, 2009, has an indefinite term and will continue to be in effect until terminated in accordance with the agreement. The Company assumed the Carstens Agreement effective October 2, 2024 when the Company closed on its acquisition of Base Resources. With the acquisition of Base Resources, the Company appointed Mr. Carstens as Executive Vice President, Heavy Mineral Sands Operations. The Company or Mr. Carstens may terminate the Carstens Agreement at any time by giving to the other not less than three months' notice in writing. The Company may terminate the Carstens Agreement at any time by one months' notice to Mr. Carstens, if Mr. Carstens is unable by reason of illness or incapacity (mental or physical) to perform his duties under the Carstens Agreement and has been unable to do so for a total period of 60 days or more (whether or not consecutive) in the 12 months preceding the date of giving that notice. Unless the Company in its absolute discretion withdraws a notice, that notice remains in effect notwithstanding that prior to expiration of the three-month notice period Mr. Carstens ceases to be unable to perform his duties under the Carstens Agreement. The Company may terminate the Carstens Agreement at any time summarily without notice if Mr. Carstens: (i) (after reasonable warning) unreasonably refuses or persistently and without sufficient cause neglects to perform his duties under the Carstens Agreement or to comply with any reasonable or proper direction or regulation given or made by, on behalf, at the direction or with the consent of the Company; (ii) engages in any conduct which in the reasonable opinion of the Board has the effect in a material sense of bringing the Company into disrepute; (iii) becomes a bankrupt or commits any act of bankruptcy; or (iv) refuses or fails to agree to accept employment in the event of an acquisition in accordance with the terms of the Carstens Agreement. In the event Mr. Carstens' employment is terminated by the Company without cause, Mr. Carstens will be entitled to severance pay (the "Carstens Severance Amount") equal to 12 months remuneration. The estimated CarstensSeverance Amount payable to Mr. Carstensin the case of such a termination, assuming that the termination took place on December 31, 2024, would be a cash payment in the amount of $448,560 (pursuant to Mr. Carstens' current employment agreement but assuming his base salary as of December 31, 2024 of $448,560). Mr. Carstens is subject to certain non-competition and non-solicitation provisions for a period of 6-months after termination, under which Mr. Carstens (i) may not employ, engage, solicit, interfere with or endeavor to entice away from the Company any employee within the Commonwealth of Australia; (ii) may not be engaged, concerned or interested either directly or indirectly in any business which is or is about to be engaged in activities in competition with the Company within the Commonwealth of Australia; and (iii) may not assist any person engaged, concerned or interested or about to be engaged, concerned or interested in any such business with technical advice in relation to certain restricted activities as described in the Carstens Agreement. Curtis H. Moore Mr. Moore's employment agreement (the "Moore Agreement"), effective October 6, 2017, as amended on March 31, 2023, has a term of two years and will automatically renew for additional one-year terms unless either party provides a notice not to renew at least 90 days prior to the end of the initial two-year term or any subsequent one-year term. Pursuant to the Moore Agreement, Mr. Moore is currently paid an annual salary of $320,320 (the "Moore Base Salary"), subject to review and increase at the discretion of the Company. Pursuant to the Moore Agreement, Mr. Moore will act as Senior Vice President, Marketing and Corporate Development of the Company. Mr. Moore is also entitled to receive benefits such as health insurance, vacation and other benefits consistent with the Company's benefit plans extended to other employees of the Company with a similar position or of a similar level. In addition, Mr. Moore has a cash bonus opportunity during each calendar year with a target equal to 60% (the "Moore Target Cash Bonus Percentage") of his Base Salary (the "Moore Target Cash Bonus"), in accordance with the Company's STIP, and an equity award opportunity during each calendar year with a target value equal to 75% (the "Moore Target Equity Award Percentage") of his Base Salary (the "Moore Target Equity Award"), in accordance with the Company's LTIP. The Company may terminate the Moore Agreement for just cause, without just cause or in the event of disability. Mr. Moore may terminate his employment for "good reason" upon occurrence of any of the following: (i) a material reduction or diminution in his level of responsibility or office; (ii) a reduction in the Moore Base Salary; or (iii) a proposed forced relocation to another geographic location greater than 50 miles from his current location at the time a move is requested after a change of control. In the event Mr. Moore's employment is terminated by the Company without just cause or upon a disability or by the Company giving a notice not to renew the Moore Agreement, or Mr. Moore elects to resign for good reason, or upon his death, he or his estate will be entitled to severance pay (the "Moore Severance Amount") equal to 2.0 (the "Moore Severance Factor") times the sum of the Moore Base Salary for the full year in which the date of termination occurs and an amount equal to the greater of: (A) the Moore Severance Factor multiplied by the highest total aggregate cash bonus paid to Mr. Moore in any one of the last three years or the year in which Mr. Moore's termination occurs; or (B) fifteen percent of the Moore Base Salary in effect at the time of such termination. The estimated Moore Severance Amount payable to Mr. Moore in the case of such a termination, assuming that the termination took place on December 31, 2024, would be a cash payment in the amount of $985,600 (pursuant to Mr. Moore's current employment agreement but assuming his base salary as of December 31, 2024 of $308,000).

  61. Employment Agreements and Termination and Change of Control Benefits

    Further, in the event of a change of control, Mr. Moore's employment is terminated and/or the successor entity does not assume and agree to perform all of the Company's obligations under the Moore Agreement, then Mr. Moore's employment will be deemed to have been terminated without just cause and Mr. Moore will be entitled to receive the same Moore Severance Amount as described above for a termination without just cause under the normal course. In addition, if Mr. Moore's employment is terminated without just cause or for a disability, or Mr. Moore elects to resign for good reason, within 12 months after a change of control, then, in addition to the payment of the Moore Severance Amount described above, all of Mr. Moore's unvested RSUs will automatically vest, all of Mr. Moore's unvested stock options will automatically vest and will be exercisable during the 90-calendar day period following termination, and Mr. Moore's SARs will be exercisable during the 270-calendar day period following termination (unless they earlier expire by their terms) without any change to the performance or vesting conditions which will still need to be met. The estimated Severance Amount payable to Mr. Moore in the case of termination upon a change of control would be a cash payment in the amount of $958,600, plus the value attributable to the accelerated vesting of previously issued RSUs payable in Common Shares of the Company of $234,354, totaling $1,219,954, assuming that the triggering event took place on December 31, 2024 (pursuant to the current Moore Agreement, but assuming his base salary as of December 31, 2024 of $308,000). The Moore Agreement also provides that if any Covered Payments constitute "parachute payments" within the meaning of the Code and would otherwise be subject to the excise tax imposed under Section 4999 of the Code or any Excise Tax, then the Covered Payments will be reduced (but not below zero) to the extent necessary so that the sum of all Covered Payments does not exceed a specified threshold amount (generally an amount equal to three times Mr. Moore's average annual compensation from the Company for the five years preceding the year of the change of control). Mr. Moore is subject to non-solicitation provisions during the term of the Moore Agreement and for a period of 12-months after termination, under which Mr. Moore may not solicit any business from any customer, client or business relation of the Company, or hire or offer to hire or entice any officer, employee consultant or business relation away from the Company, except however, that Mr. Moore may solicit any utility customer, trading partner, intermediary, broker, investor, strategic partner, joint venture partner, or other similar entity for new business that does not conflict with any active negotiations that were ongoing by the Company at the time of the termination.

  62. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Director Compensation Table The Company's policy with respect to Directors' compensation was developed by the Board, on the recommendation of the Compensation Committee. The following table sets forth the compensation awarded, paid to or earned by the Directors of the Company during the most recently completed fiscal year. Directors of the Company who are also officers or employees of the Company are not compensated for service on the Board; therefore, no fees were payable to Mark S. Chalmers for his service as a Director of the Company in 2024.

  63. DIRECTOR COMPENSATION

    | Name(1) | Fees Earned (2) | Share- Based Awards (3) | Option- Based Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | Pension Value | All Other Compen- sation | Total | | J. Birks Bovaird | 76,666 | 139,392 | Nil | Nil | Nil | Nil | Nil | 216,058 | | Benjamin Eshleman III | 56,967 | 103,576 | Nil | Nil | Nil | Nil | Nil | 160,543 | | Ivy V. Estabrooke | 52,410 | 95,290 | Nil | Nil | Nil | Nil | Nil | 147,700 | | Barbara A. Filas | 56,967 | 103,576 | Nil | Nil | Nil | Nil | Nil | 160,543 | | Bruce D. Hansen | 52,410 | 95,290 | Nil | Nil | Nil | Nil | Nil | 147,700 | | Jaqueline Herrera | 52,410 | 95,290 | Nil | Nil | Nil | Nil | Nil | 147,700 | | Dennis Higgs | 52,410 | 95,290 | Nil | Nil | Nil | Nil | Nil | 147,700 | | Robert W. Kirkwood | 56,967 | 103,576 | Nil | Nil | Nil | Nil | Nil | 160,543 | | Alexander G. Morrison | 63,803 | 116,006 | Nil | Nil | Nil | Nil | Nil | 179,809 | | Michael H. Stirzaker(4) | 13,103 | 26,128 | Nil | Nil | Nil | Nil | Nil | 39,230 |

  64. DIRECTOR COMPENSATION

    (1) As President and CEO, Mr. Chalmers was not paid any fees for acting as a Director and is therefore not represented on the Director Compensation Table. (2) All fees were calculated in U.S. dollars. Messrs. Bovaird and Higgs were then paid in Cdn$ equivalents based on rates at the time of payment. (3) The share-based awards were comprised of RSUs, which were granted during 2024. One half of the RSUs issued in 2024 vested on January 27, 2025, another 25% will vest on January 27, 2026 and the remaining 25% will vest on January 27, 2027. Upon vesting, each RSU entitles the holder thereof to one Common Share without the payment of any additional consideration. (4) Mr. Stirzaker was appointed a Director of the Company effective October 2, 2024. As such, he received compensation for the fourth quarter of 2024 only.

  65. Incentive Plan Awards

    Incentive Plan Awards The table below shows the number of stock options and RSUs outstanding for each Director (other than Mr. Chalmers) and their value as of December 31, 2024 based on the last trade of the Common Shares on the NYSE American prior to December 31, 2024 of $5.13. Outstanding Share-Based Awards and Option-Based Awards as of December 31, 2024

  66. Incentive Plan Awards

    | Name(2) | Option-Based Awards | | | | | Share-Based Awards(1) | | | | | | Number of Securities Underlying Unexercised Options Exercisable (3) | Number of Securities Underlying Unexercised Options Unexer- cisable | Number of Securities Underlying Un- exercised Unearned Options | Option Exercise Price(3) | Option Expir- ation Date | Number of Shares or Units of Shares that Have Not Vested | Market Value of Share- Based Awards that Have Not Vested((3)) | Number of Un- earned Share- Based Awards that Have Not Vested | Market or Payout Value of Unearned Share- Based Awards that Have Not Vested | | J. Birks Bovaird (Chair) | Nil | Nil | Nil | Nil | Nil | 32,594 | 167,207 | Nil | Nil | | Benjamin Eshleman III | Nil | Nil | Nil | Nil | Nil | 24,624 | 126,321 | Nil | Nil | | Ivy V. Estabrooke | Nil | Nil | Nil | Nil | Nil | 22,428 | 115,056 | Nil | Nil | | Barbara A. Filas | Nil | Nil | Nil | Nil | Nil | 24,624 | 126,321 | Nil | Nil | | Bruce D. Hansen | Nil | Nil | Nil | Nil | Nil | 22,644 | 116,164 | Nil | Nil | | Jaqueline Herrera | Nil | Nil | Nil | Nil | Nil | 21,297 | 109,254 | Nil | Nil | | Dennis Higgs | Nil | Nil | Nil | Nil | Nil | 22,654 | 116,215 | Nil | Nil | | Robert W. Kirkwood | Nil | Nil | Nil | Nil | Nil | 24,624 | 126,321 | Nil | Nil | | Alexander G. Morrison | Nil | Nil | Nil | Nil | Nil | 27,578 | 141,475 | Nil | Nil | | Michael H. Stirzaker | Nil | Nil | Nil | Nil | Nil | 4,674 | 23,978 | Nil | Nil |

  67. Incentive Plan Awards

    (1) The share-based awards were comprised of RSUs, which were granted during 2022, 2023 and 2024. One half of the RSUs vest on January 27th on or following the first anniversary of the date of grant, another 25% vest on January 27th on or following the second anniversary of the date of grant, and the remaining 25% vest on January 27th on or following the third anniversary of the date of grant. Upon vesting, each RSU entitles the holder thereof to one Common Share without the payment of any additional consideration. (2) As President and CEO, Mr. Chalmers is not paid any fees or equity grants for acting as a Director. (3) The Market Value of Share-Based Awards that Have Not Vested is determined as the number of unvested RSUs as of December 31, 2024 multiplied by the closing price of the Common Shares on the NYSE American as of December 31, 2024 ($5.13). Incentive Plan Awards - Value Vested or Earned During the 12-Month Period Ended December 31, 2024

  68. Incentive Plan Awards

    | Name(1) | Option-Based Awards - Value Vested During the Year | Share-Based Awards - Value Vested During the Year(2) | Non-Equity Incentive Plan Compensation - Value Earned During the Year | | J. Birks Bovaird | Nil | 100,615 | Nil | | Benjamin Eshleman III | Nil | 79,464 | Nil | | Ivy V. Estabrooke | Nil | 49,694 | Nil | | Barbara A. Filas | Nil | 79,464 | Nil | | Bruce D. Hansen | Nil | 77,879 | Nil | | Jaqueline Herrera | Nil | 43,892 | Nil | | Dennis L. Higgs | Nil | 73,108 | Nil | | Robert W. Kirkwood | Nil | 79,464 | Nil | | Alexander G. Morrison | Nil | 84,163 | Nil | | Michael H. Stirzaker | Nil | Nil | Nil |

  69. Incentive Plan Awards

    Notes: (1) Mark S. Chalmers, the current President and CEO of the Company, was appointed to the Board on February 1, 2018. As President and CEO, Mr. Chalmers will not be paid any fees or equity grants for acting as a Director and is therefore not represented on the foregoing table. (2) These values are calculated as the number of RSUs that vested in 2024 multiplied by the closing price of the Common Shares on the NYSE American as of December 31, 2024, being the last trading day of the year, of $5.13 per Common Share. (3) The value of share-based awards vesting reported herein reflect previously granted RSUs that vested in 2024 and include the value of those shares withheld from issuance to cover the Directors' respective tax withholding obligations (with the exception of U.S. and Australian-based Directors, who are not considered employees of the Company for tax purposes and therefore are responsible for remitting their own taxes in connection with any vested RSUs). Share Ownership Requirement At its meeting held on January 23, 2014, the Board adopted a share ownership requirement for Board members. It provides that all non-employee Directors must own a requisite number of Common Shares by the later of five years from the commencement of their Directorship or the date on which the Common Share ownership requirement was adopted. Under this requirement, non-employee Directors are required to own Common Shares with a value equal to twice (2x) the value of their annual Director retainers, before any Chair or Committee-related fees. The Common Shares are valued at the higher of the price they were acquired or the year-end closing price of the Common Shares on the TSX or NYSE American for the previous year. Further, until such time as a non-employee Director reaches his or her share ownership requirement, the non-employee Director is required to hold 50% of all Common Shares received upon the exercise of stock options or SARs (net of any Common Shares utilized to pay for the exercise price of the option and tax withholding) or upon the vesting of RSUs (net of any shares utilized to pay for tax withholding) and shall not otherwise sell or transfer any Common Shares. Shares that count toward satisfaction of this share ownership requirement, referred to as the "Qualifying Shares," include: Common Shares purchased on the open market; Common Shares obtained through stock option or SAR exercises pursuant to the Company's Equity Incentive Plan, as amended from time to time; Common Shares obtained upon the vesting of RSUs granted pursuant to the Equity Incentive Plan; Common Shares owned by a company that is controlled by the non-employee Director; and Common Shares owned by the spouse or a child of the non-employee Director. This requirement does not apply to a nominee of a shareholder of the Company pursuant to a contractual right of the shareholder to nominate one or more Directors to the Board. In instances where the share ownership requirement is deemed inappropriate for, or would place a severe hardship on, a non-employee Director, the Governance and Nominating Committee may recommend to the Board that it exempt that non-employee Director from all or part of this requirement or, alternatively, that it develop an alternative share ownership requirement that reflects both the intention of the requirement and the personal circumstances of the non-employee Director. A non-employee Director who does not meet the share ownership requirements in the prescribed time period may be asked to resign from the Board and may not be re-nominated. All Directors of the Company are currently in compliance with this policy. Director Share Ownership Requirement Until such time as a Non-Employee Director reaches the share ownership requirement, the Non-Employee Director is required to hold 50% of all Common Shares received upon exercise of stock options or SARs (net of any shares utilized to pay for the exercise price of the option or SAR and tax withholding) or upon the vesting of RSUs (net of any shares utilized to pay for tax withholding) and shall not otherwise sell or transfer any Qualifying Shares.

  70. Securities Authorized for Issuance under Equity Compensation Plans

    Securities Authorized for Issuance under Equity Compensation Plans The following table provides information as of December 31, 2024 concerning stock options (including Performance-Based Options, if any), RSUs and SARs outstanding pursuant to the Equity Incentive Plan, as well as outstanding Uranerz Replacement Options (defined below, see "Uranerz Replacement Options"), which have been approved by shareholders:

  71. Securities Authorized for Issuance under Equity Compensation Plans

    | Plan Category | Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights(1) | Weighted-average exercise price of outstanding options, warrants and rights(1)(3) | Number of Common Shares remaining available for future issuance(1) | | Equity compensation plans approved by security holders((7)) | 3,292,862 (2)(4)(5)(6) | $6.62 | 6,356,854 | | Equity compensation plans not approved by security holders | Nil | NA | Nil | | Total | 3,292,862 | $6.62 | 6,356,854 |

  72. Securities Authorized for Issuance under Equity Compensation Plans

    Notes: (1) There are no warrants outstanding at this time. (2) Includes 1,132,972 stock options and 1,143,146 RSUs. With a few exceptions, each RSU vests annually at approximately the following intervals: as to 50% on January 27th approximately one year after the date of grant, as to another 25% on January 27th approximately two years after the date of grant and as to the remaining 25% on January 27th approximately three years after the date of grant. Upon vesting, each RSU entitles the holder to receive one Common Share without any additional payment. (3) 1,143,146 RSUs have been excluded from the weighted average exercise price because they have no exercise price. (4) Includes 785,476 2022 SARs earned in 2021 (excluding any SARs granted but since forfeited). As noted above, each 2022 SAR granted entitles the holder, on exercise, to a payment in cash or 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 $6.47 (the market price at the time 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 equaling 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 equaling 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 equaling or exceeding $16.00 for any continuous 90-calendar-day period. Further, notwithstanding the foregoing vesting schedule, no SARs were able to be exercised by the holder for an initial period of one year from the date of grant; the date first exercisable being January 25, 2023. As of December 31, 2023, none of the performance goals had been achieved and none of the underlying SARs have vested. (5) Includes 231,269 2023 SARs earned in 2022 (excluding any SARs granted but since forfeited). As noted above, each 2023 SAR granted entitles the holder, on exercise, to a payment in cash or 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 $7.36 (the market price at the time 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 equaling 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 equaling 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 equaling or exceeding $16.00 for any continuous 90-calendar-day period. Further, notwithstanding the foregoing vesting schedule, no SARs were able to 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. As of December 31, 2023, none of the performance goals had been achieved and none of the underlying SARs have vested. (6) For purposes of this table, all equity is reported in the year granted, not necessarily earned. (7) Represents a weighted average exercise price of stock options and SARs pursuant to the Omnibus Equity Incentive Plan. 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.

  73. 2024 Omnibus Equity Incentive Compensation Plan, as Amended on May 24, 2024 and April 21, 2025

    2024 Omnibus Equity Incentive Compensation Plan, as Amended on May 24, 2024 and April 21, 2025 Summary of Equity Incentive Plan The summary of the principal terms of the Equity Incentive Plan, as provided in Proposal 3 - Amendment of the Omnibus Equity Incentive Compensation Plan to Increase Share Authorization Limits, above, is qualified in its entirety by reference to the text of the Equity Incentive Plan. The Board or a Committee is responsible for administering the Equity Incentive Plan. The annual burn rate under the Equity Incentive Plan, as defined by Section 613(p) of the TSX Company Manual, is the number of securities granted under the arrangement during the applicable fiscal year divided by the weighted average number of securities outstanding for the applicable fiscal year, for the years ended December 31, 2024, 2023 and 2022, respectively, are as follows:(1)

  74. 2024 Omnibus Equity Incentive Compensation Plan, as Amended on May 24, 2024 and April 21, 2025

    | | 2024 | 2023 | 2022 | | Weighted Average Number of Securities Outstanding | 171,964,321 | 159,107,039 | 157,343,250 | | Options Granted | 772,189 | 153,299((2)) | 118,318 | | RSUs Granted | 879,699 | 450,232 | 411,467 | | SARs Granted | Nil | 308,333 | 833,315 | | Total Securities Awarded under the Arrangement | 1,651,888 | 911,864 | 1,363,100 | | Burn Rate | 1.0% | 0.6% | 0.9% |

  75. 2024 Omnibus Equity Incentive Compensation Plan, as Amended on May 24, 2024 and April 21, 2025

    Notes: (1) For purposes of this table, all equity is reported in the year granted, not necessarily earned. (2) While the January 2025 grants of Performance-Based Options discussed above were earned in 2024, they had not yet been awarded as of December 31, 2024 and, as such, the 2025 Performance-Based Options are not reflected in the Number of Options Granted in 2024.

  76. Compensation Committee

    Compensation Committee The Company has a Compensation Committee, which is comprised entirely of independent Directors within the meaning of Section 805(c) of the NYSE American Company Guide, including its current Chair Robert Kirkwood who is an independent Director. 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 CEO's compensation, 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. The Board has also delegated to the Compensation Committee the task of reviewing and approving for NEOs, 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 equity incentive-based compensation 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 factor into decisions concerning compensation. The Compensation Committee is governed by a charter, which can be found on the Company's website at www.energyfuels.com. The Compensation Committee is also responsible for making recommendations to the Board with respect to the adequacy and form of compensation payable to and benefits of Directors in their capacity as Directors (including Board and committee retainers, meeting and committee fees, incentive compensation plans, and equity-based plans), so as to ensure that such compensation realistically reflects the responsibilities and risks involved in being an effective Director. Additional responsibilities of the Compensation Committee include: (i) considering the implications of the risks associated with the Company's compensation policies and practices and the steps that may be taken to mitigate any identified risks; (ii) reviewing executive compensation disclosure before the Company publicly discloses such information; and (iii) reviewing, and approving periodically management's succession plans for executive management, including specific development plans and career planning for potential successors, and recommending them to the Board. During the year ended December 31, 2024, the Compensation Committee met five times, with five in-camera sessions held, and was responsible for administering the executive compensation program of the Company. For further information regarding how the Board determines the compensation for the Company's Directors and officers please see "Executive Compensation," above. Clawback Policy For a full discussion on the Company's Clawback Policy, which both meets and exceeds applicable legal requirements, refer to page 66 above. Share Ownership Requirement For a full discussion on the Company's Share Ownership Requirement for non-employee Directors, refer to page 95 above.

  77. 2024 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

    2024 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

  78. 2024 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

    2024 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN ARTICLE 1. AMENDMENT AND RESTATEMENT, PURPOSE AND DURATION 1.1 Amendment and Restatement of the Plan. The Company's 2015 Omnibus Equity Incentive Compensation Plan (the "2015 Plan") was approved by the Company's shareholders on June 18, 2015 (the "Approval Date"). The 2015 Plan was subsequently amended and restated by the Board, first on March 29, 2018 (the "2018 Plan"), then on March 18, 2021 (the "2021 Plan"), and then on April 10, 2024 (the "Effective Date") (the "Plan"). The Plan was most recently amended on April 21, 2025 subject to approval by the Company's shareholders and the TSX. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Performance Units and Stock-Based Awards. For the terms and conditions of the Plan applicable to an Award, refer to the version of the Plan in effect as of the date such Award was granted. 1.2 Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of the Participants to those of the Company's stockholders, and by providing Participants with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to attract, motivate and retain the services of Participants upon whose judgment, interest and special effort the success of the Company is substantially dependent. 1.3 Duration of the Plan. The Plan, as amended and restated, shall commence as of the Effective Date, as described in Section 1.1 herein, and shall remain in effect, subject to the right of the Committee or the Board to amend or terminate the Plan at any time pursuant to Article 16 hereof, until the earlier of (i) the tenth anniversary of the Effective Date, or (ii) all Shares subject to the Plan have been purchased or acquired according to the Plan's provisions. 1.4 Successor Plan. This Plan is the successor to the Company's Stock Option Plan, (the "Predecessor Plan"), and no further awards have been made under the Predecessor Plan from and after the Approval Date of this Plan. All outstanding awards under the Predecessor Plan immediately prior to the Approval Date of this Plan are hereby incorporated into this Plan and shall accordingly be treated as Awards under this Plan. However, each such Award shall continue to be governed solely by the terms and conditions of the instrument evidencing such grant or issuance and, except as otherwise expressly provided herein or by the Committee, no provision of this Plan shall affect or otherwise modify the rights or obligations of holders of such incorporated awards. ARTICLE 2. DEFINITIONS Whenever used in the Plan, the following terms shall have the respective meanings set forth below, unless the context clearly requires otherwise, and when such meaning is intended, such term shall be capitalized. 2.1 "Affiliate" shall have the meaning ascribed to such term in the OSA. 2.2 "Award" means, individually or collectively, a grant under this Plan of NQSOs, ISOs, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units or Stock-Based Awards, in each case subject to the terms of this Plan. 2.3 "Award Agreement" means either (i) a written agreement entered into by the Company or an Affiliate of the Company and a Participant setting forth the terms and provisions applicable to Awards granted under this Plan; or (ii) a written statement issued by the Company or an Affiliate of the Company to a Participant describing the terms and provisions of such Award. All Award Agreements shall be deemed to incorporate the provisions of the Plan. An Award Agreement need not be identical to other Award Agreements either in form or substance. 2.4 "Beneficial Ownership" shall have the meaning ascribed to such term in Section 90 of the OSA. 2.5 "Blackout Period" means a period of time during which the Participant cannot sell Shares, due to applicable law or policies of the Company in respect of insider trading. 2.6 "Board" or "Board of Directors" means the Board of Directors of the Company. 2.7 "Change of Control" shall occur if any of the following events occur: (i) any transaction at any time and by whatever means pursuant to which (A) the Company goes out of existence by any means, except for any corporate transaction or reorganization in which the proportionate voting power among holders of securities of the entity resulting from such corporate transaction or reorganization is substantially the same as the proportionate voting power of such holders of Company voting securities immediately prior to such corporate transaction or reorganization or (B) any Person or any group of two or more Persons acting jointly or in concert (other than the Company, a wholly-owned Subsidiary of the Company, an employee benefit plan of the Company or of any of its wholly-owned Subsidiaries, including the trustee of any such plan acting as trustee) hereafter acquires the direct or indirect "beneficial ownership" (as defined by the Business Corporations Act (Ontario) of, or acquires the right to exercise control or direction over, securities of the Company representing 50% or more of the Company's then issued and outstanding securities in any manner whatsoever, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the Company with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization; (ii) the sale, assignment or other transfer of all or substantially all of the assets of the Company to a Person other than a wholly owned Subsidiary of the Company; (iii) the dissolution or liquidation of the Company except in connection with the distribution of assets of the Company to one or more Persons which were wholly-owned Subsidiaries of the Company immediately prior to such event; (iv) the occurrence of a transaction requiring approval of the Company's shareholders whereby the Company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly-owned Subsidiary of the Company); (v) a majority of the members of the Board of Directors of the Company are replaced or changed, as a result of or in connection with any: (A) take-over bid, consolidation, merger, exchange of securities, amalgamation, arrangement, capital reorganization or any other business combination or reorganization involving or relating to the Company; (B) sale, assignment or other transfer of all or substantially all of the assets of the Company in one or a series of transactions, or any purchase of assets; or (C) dissolution or liquidation of the Company; (vi) during any two-year period, a majority of the members of the Board of Directors of the Company is replaced by directors who are not nominated and approved by the Board of Directors of the Company; (vii) with respect to holders of any Award who are employed by a subsidiary of the Company, an event set forth in (i), (ii), (iii), (iv), or (v) has occurred with respect to such subsidiary (the "Employing Subsidiary"), in which case the term "Company" in those paragraphs will be read to mean "Employing Subsidiary" and the phrase " wholly-owned Subsidiary(ies)" will be read to mean " Affiliate(s) or wholly-owned Subsidiary(ies)"; or (viii) the Board passes a resolution to the effect that, for the purposes of some or all of the Award Agreements, an event set forth in (i), (ii), (iii), (iv), (v), (vi) or (vii) above has occurred.

  79. 2024 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

    Notwithstanding the foregoing, the Committee may modify the definition of a Change of Control for a particular Award or Awards as the Committee deems appropriate to comply with Section 409A of the Code. 2.8 "Change of Control Price" means the highest price per Share offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash). In the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Shares on any of the thirty (30) trading days immediately preceding the date on which a Change of Control occurs, except if the relevant participant is subject to taxation under the ITA, such Change of Control Price shall be deemed to be a price determined by the Committee based on the closing price of a Share on the TSX or the NYSE on the trading day preceding the Change of Control date or based on the volume weighted average trading price of the Shares on the TSX and NYSE for the five trading days immediately preceding the Change of Control date. 2.9 "Code" means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. 2.10 "Committee" means the Board of Directors, or, if so delegated in whole or in part by the Board, the Compensation Committee, or any other duly authorized committee of the Board appointed by the Board to administer the Plan. 2.11 "Company" means Energy Fuels Inc., an Ontario corporation, and any successor thereto as provided in Article 18 herein. 2.12 "Constructively Terminated" means, unless otherwise specified by the Committee in the Award Agreement, a voluntary termination of employment by an Employee within ten (10) business days after any of the following actions by the Company, an Affiliate, or a person acting on behalf of either: (i) Requiring the Employee to be based as his/her regular or customary place of employment at any office or location more than fifty (50) miles from the location at which the Employee performed his/her duties immediately prior to the Change of Control, or in a state or province other than the one in which the Employee performed his/her duties immediately prior to the Change of Control, in each case except for travel reasonably required in the performance of the individual's responsibilities; (ii) Materially reducing the Employee's base salary below the rate in effect at the time of a Change of Control; (iii) Failing to pay the Employee's base salary, other wages or employment-related benefits as required by law; or (iv) A material reduction or diminution in the level of responsibility, or office of the Employee, provided that before any claim of material reduction or diminution of responsibility may be relied upon by the Employee, the Employee must have provided written notice to the Employee's supervisor and the Board of the alleged material reduction or diminution of responsibility and have given the Company or Affiliate, as the case may be, at least thirty (30) calendar days within which to cure the alleged material reduction or diminution of responsibility. 2.13 "Consultant" means a Person that: (i) is a natural person; (ii) is engaged to provide services to the Company or an Affiliate other than services provided in relation to a distribution of securities of the Company or an Affiliate; (iii) provides the services under a written contract with the Company or an Affiliate; (iv) spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate; and (v) provides bona fide services to the Company or its majority-owned subsidiaries and such services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company's securities. 2.14 "Deferred Share Unit" means an Award denominated in units that provides the holder thereof with a right to receive Shares or cash or a combination thereof upon settlement of the Award, granted under Article 9 herein and subject to the terms of this Plan. 2.15 "Director" means any individual who is a member of the Board of Directors of the Company. 2.16 "Dividend Equivalent" means a right with respect to an Award to receive cash, Shares or other property equal in value and form to dividends declared by the Board and paid with respect to outstanding Shares. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement, and if specifically provided for in the Award Agreement shall be subject to such terms and conditions set forth in the Award Agreement as the Committee shall determine. 2.17 "Employee" means any employee of the Company or an Affiliate. Directors who are not otherwise employed by the Company or an Affiliate shall not be considered Employees under this Plan. 2.18 "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto. 2.19 "Fair Market Value" or "FMV" means, unless otherwise required by any applicable provision of the Code or any regulations thereunder or by any applicable accounting standard for the Company's desired accounting for Awards or by the rules of the NYSE or the TSX, a price that is determined by the Committee, provided that such price cannot be less than the greater of (a) the volume weighted average trading price of the 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 Shares on the TSX or the NYSE on the trading day immediately prior to the grant date. 2.20 "Fiscal Year" means the Company's fiscal year commencing on January 1 and ending on December 31 or such other fiscal year as approved by the Board. 2.21 "Freestanding SAR" means a SAR that is not a Tandem SAR, as described in Article 7 herein. 2.22 "Full Value Award" means any Award other than an Option or Stock Appreciation Right or similar Award, the value of which Option, Stock Appreciation Right or similar Award is based solely on an increase in the value of the Shares over the Grant Price, Option Price or similar exercise price applicable to such Award. 2.23 "Grant Price" means the price against which the amount payable is determined upon exercise of a SAR. 2.24 "Incentive Stock Option" or "ISO" means an Option to purchase Shares granted under Article 6 herein and that is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code, or any successor provision. 2.25 "ITA" means the Income Tax Act (Canada). 2.26 "Non-Employee Director" means a Director who is not an Employee. 2.27 "Nonqualified Stock Option" or "NQSO" means an Option to purchase Shares, granted under Article 6 herein, which is not intended to be an Incentive Stock Option or that otherwise does not meet the requirements for treatment as an Incentive Stock Option under Section 422 of the Code, or any successor provision. 2.28 "NYSE" means the NYSE American LLC. 2.29 "Option" means the conditional right to purchase Shares at a stated Option Price for a specified period of time in the form of an Incentive Stock Option or a Nonqualified Stock Option subject to the terms of this Plan. 2.30 "Option Price" means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee. 2.31 "OSA" means the Securities Act (Ontario), as may be amended from time to time. 2.32 "Participant" means an Employee, Non-Employee Director or Consultant who has been selected to receive an Award, or who has an outstanding Award granted under the Plan. 2.33 "Performance Goal" means a performance criterion selected by the Committee for a given Award for purposes of Article 11 based on one or more performance measures.

  80. 2024 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

    2.34 "Performance Period" means the period of time during which the assigned performance criteria must be met in order to determine the degree of payout and/or vesting with respect to an Award. 2.35 "Performance Share" means an Award granted under Article 10 herein and subject to the terms of this Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved. 2.36 "Performance Unit" means an Award granted under Article 10 herein and subject to the terms of this Plan, denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved. 2.37 "Period of Restriction" means the period when an Award of Restricted Stock or Restricted Stock Units is subject to forfeiture based on the passage of time, the achievement of performance criteria, and/or upon the occurrence of other events as determined by the Committee, in its discretion. 2.38 "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) thereof; provided, however, that "Person" shall not include (i) the Company or any Affiliate, or (ii) any employee benefit plan (including an employee stock ownership plan) sponsored by the Company or any Affiliate. 2.39 "Restricted Stock" means an Award of Shares subject to a Period of Restriction, granted under Article 8 herein and subject to the terms of this Plan. 2.40 "Restricted Stock Unit" means an Award denominated in units subject to a Period of Restriction, with a right to receive Shares or cash or a combination thereof upon settlement of the Award, granted under Article 8 herein and subject to the terms of this Plan. 2.41 "Shares" means common shares of the Company. 2.42 "Significant Stockholder" means a person who at the time of a grant of an ISO to such person owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or any of its Affiliates. 2.43 "Stock Appreciation Right" or "SAR" means the conditional right to receive the difference between the FMV of a Share on the date of exercise over the Grant Price, pursuant to the terms of Article 7 herein and subject to the terms of this Plan. 2.44 "Stock-Based Award" means an equity-based or equity-related Award granted under Article 11 herein and subject to the terms of this Plan, and not otherwise described by the terms of this Plan. 2.45 "Tandem SAR" means a SAR that the Committee specifies is granted in connection with a related Option pursuant to Article 7 herein and subject to the terms of this Plan, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be cancelled) or a SAR that is granted in tandem with an Option but the exercise of such Option does not cancel the SAR, but rather results in the exercise of the related SAR. Regardless of whether an Option is granted coincident with a SAR, a SAR is not a Tandem SAR unless so specified by the Committee at the time of grant. 2.46 "TSX" means the Toronto Stock Exchange. 2.47 "Voting Power" shall mean such number of Voting Securities as shall enable the holders thereof to cast all the votes which could be cast in an annual election of directors of a company. 2.48 "Voting Securities" shall mean all securities entitling the holders thereof to vote in an annual election of directors of a company. ARTICLE 3. ADMINISTRATION 3.1 General. The Committee shall be responsible for administering the Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive and binding upon the Participants, the Company, and all other interested parties. 3.2 Authority of the Committee. The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of the Plan and any Award Agreement or other agreement ancillary to or in connection with the Plan, to determine eligibility for Awards, and to adopt such rules, regulations and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including grant and exercise price, and vesting terms and, subject to Article 16, adopting modifications and amendments, or sub-plans to the Plan or any Award Agreement, including, without limitation, any that are necessary or appropriate to comply with the laws or compensation practices of the jurisdictions in which the Company and Affiliates operate. 3.3 Delegation. The Committee may delegate to one or more of its members any of the Committee's administrative duties or powers as it may deem advisable; provided, however, that any such delegation shall not be inconsistent with the provisions of Rule 16b-3 under the Exchange Act as to actions to be taken by the Committee in connection therewith and must be permitted under applicable corporate law. ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS 4.1 Number of Shares Available for Awards. Subject to adjustment as provided in Section 4.2 herein, the number of Shares hereby reserved for issuance to Participants under the Plan shall not exceed 17,500,000 (the "Total Share Authorization"). 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 12,500,000 (the "Full Value Share Authorization"). Subject to applicable law, the requirements of the TSX or the NYSE, prior shareholder approval as required by Section 16.1(c) of the Plan, and any other approval(s) which may be required, the Board may in its discretion amend the Plan to increase the Total Share Authorization and the Full Value Share Authorization without notice to any Participants. The aggregate number of Shares that may be issued under all Awards under the Plan shall be reduced by Shares subject to Awards issued under the Plan in accordance with the Share counting rules described in Section 4.1(b) below. (a) Without limiting the applicability of the Total Share Authorization and Full Value Share Authorization limits above, the number of Shares reserved for issue to Insiders pursuant to this Plan, together with Shares reserved for issue to Insiders under any other existing share compensation arrangement of the Company, shall not exceed 10% of the aggregate outstanding Shares of the Company. Without limiting the applicability of the Total Share Authorization and Full Value Share Authorization limits above, within any one-year period, the number of Shares issued to Insiders pursuant to this Plan and all other existing share compensation arrangements of the Company shall not exceed 10% of the aggregate outstanding Shares of the Company. If the number of Shares shall be increased or decreased as a result of a stock split, consolidation reclassification or recapitalization and not as a result of the issuance of Shares for additional consideration or by way of a stock dividend in the ordinary course, the Company may make appropriate adjustments to the maximum number of Shares which may be issued from the treasury of the Company under the Plan.

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    (b) For each Award issued on and after the Approval Date, the number of Shares covered by such Award or to which such Award relates shall be 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 Shares shall not reduce any of these reserves. Any Shares related to Awards (or, after the Approval Date, awards granted under the Predecessor Plan) which (i) terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such Shares, (ii) are settled in cash either in lieu of 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 Plan. The maximum number of Shares available for issuance under the Plan shall 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. The Shares available for issuance under the Plan may be authorized and unissued Shares or treasury Shares. 4.2 Adjustments in Authorized Shares. In the event of any corporate event or transaction (collectively, a "Corporate Reorganization") (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a 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 (other than normal cash dividends) to stockholders of the Company, or any similar corporate event or transaction, the Committee shall make or provide for such adjustments or substitutions, as applicable, in the number and kind of Shares that may be issued under the Plan, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Award Limits, the limit on issuing Awards other than Options granted with an Option Price equal to at least the FMV of a Share on the date of grant or Stock Appreciation Rights with a Grant Price equal to at least the FMV of a Share on the date of grant, and any other value determinations applicable to outstanding Awards or to this Plan, as are equitably necessary to prevent dilution or enlargement of Participants' rights under the Plan that otherwise would result from such corporate event or transaction. Any changes to the Option Price applicable to outstanding Options 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 an adjustment or substitution for equivalent value, shall require the prior approval of the Company's shareholders. In connection with a Corporate Reorganization, the Committee shall have the discretion to permit a holder of Options to purchase (at the times, for the consideration, and subject to the terms and conditions set out in this Plan) and the holder will then accept on the exercise of such Option, in lieu of the Shares that such holder would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that such holder would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, that holder had owned all Shares that were subject to the Option. Such adjustments shall be made automatically, without the necessity of Committee action, on the customary arithmetical basis in the case of any stock split, including a stock split effected by means of a stock dividend, and in the case of any other dividend paid in Shares. The Committee shall also make appropriate adjustments in the terms of any Awards under the Plan as are equitably necessary to reflect such corporate event or transaction and may modify any other terms of outstanding Awards, including modifications of performance criteria and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan, provided that any such adjustments must comply with Section 409A of the Code with respect to any U.S. Participants. Subject to the provisions of Article 14 and any applicable law or regulatory requirement, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance, assumption, substitution or conversion of Awards under this Plan in connection with any such corporate event or transaction, upon such terms and conditions as it may deem appropriate. Additionally, the Committee may amend the Plan, or adopt supplements to the Plan, in such manner as it deems appropriate to provide for such issuance, assumption, substitution or conversion as provided in the previous sentence. ARTICLE 5. ELIGIBILITY, PARTICIPATION AND VESTING 5.1 Eligibility. Individuals eligible to participate in the Plan include all Employees, Non-Employee Directors and Consultants. 5.2 Actual Participation.. Subject to the provisions of the Plan, the Committee may, from time to time, in its sole discretion select from among eligible Employees, Non-Employee Directors and Consultants, those to whom Awards shall be granted under the Plan, and shall determine in its discretion the nature, terms, conditions and amount of each Award. 5.3 Vesting Requirements. Vesting requirements for each Award shall be determined at the discretion of the Committee, provided that: (a) 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; (b) 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 (c) 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. ARTICLE 6. STOCK OPTIONS 6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall 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 Code, and no ISOs may be granted more than ten (10) years after the Effective Date. 6.2 Award Agreement.. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and any such other provisions as the Committee shall determine. The Award Agreement shall also specify whether the Option is intended to be an ISO or a NQSO.

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    6.3 Option Price. The Option Price for each grant of an Option under this Plan shall be determined by the Committee and shall be specified in the Award Agreement. The Option Price for an Option shall be not less than the FMV of the Shares on the date of grant; provided, however, that the Option Price for an ISO granted to a Significant Stockholder shall be not less than one hundred ten percent (110%) of the FMV of the Shares on the date of grant. 6.4 Duration of Options.. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, that no Option shall be exercisable later than the tenth (10th) anniversary date of its grant, and provided further, that no ISO granted to a Significant Stockholder shall be exercisable after the expiration of five (5) years from the date of grant. Notwithstanding the foregoing, the expiry date of any NQSO shall be extended to the tenth business day following the last day of a Blackout Period if the expiry date would otherwise occur in a Blackout Period or within five days of the end of the Blackout Period; provided that, solely with respect to a Participant subject to taxation under the Code, the expiry date of the NQSO shall not be extended if such extension would violate Section 409A of the Code. 6.5 Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. 6.6 Payment. Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The Option Price upon exercise of any Option shall be payable to the Company in full either: (a) in cash, certified cheque or wire transfer; or (b) by any other method approved or accepted by the Committee in its sole discretion subject to the rules of the TSX and NYSE, as applicable and such rules and regulations as the Committee may establish. Subject to Section 6.7 and any governing rules or regulations, as soon as practicable after receipt of a notification of exercise and full payment for the Shares, the Shares in respect of which the Option has been exercised shall be issued as fully paid and non-assessable shares of the Company. As of the business day the Company receives such notice and such payment, the Participant (or the person claiming through him, as the case may be) shall be entitled to be entered on the share register of the Company as the holder of the number of Shares in respect of which the Option was exercised and to receive as promptly as possible thereafter a certificate or evidence of book entry representing the said number of Shares. The Company shall cause to be delivered to the Participant Share certificates or evidence of book entry Shares in an appropriate amount based upon the number of Shares purchased under the Option(s), but in any event, on or before the 15th day of the third month of the year following the year in which the Option was exercised. 6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted pursuant to this Plan as it may deem advisable, including, without limitation, requiring the Participant to hold the Shares acquired pursuant to exercise for a specified period of time, or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed and/or traded. 6.8 Death, Retirement and Termination of Employment. (a) Death: If a Participant dies while an Employee, officer or director of or Consultant to the Company or an Affiliate: (i) the executor or administrator of the Participant's estate may exercise Options of the Participant equal to the number of Options that were exercisable at the Termination Date (as defined below); (ii) the right to exercise such Options terminates on the earlier of: (i) the date that is 12 months after the Termination Date; and (ii) the date on which the exercise period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Company on the Termination Date; and (iii) such Participant's eligibility to receive further grants of Options under the Plan ceases as of the Termination Date. (b) Retirement: If a Participant voluntarily retires then: (i) any Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of: (i) the date that is six months after the Termination Date, provided that if an ISO is exercised after the date that is three months from the Termination Date, then such Option shall no longer be considered to be an ISO; and (ii) the date on which the exercise period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Company on the Termination Date, (ii) the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Company or an Affiliate, as the case may be, provides the Participant with written notification that the Participant's employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date, and (iii) notwithstanding (b)(i) and (ii) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Options are not affected by a change of employment arrangement within or among the Company or an Affiliate for so long as the Participant continues to be an employee of the Company or an Affiliate. (c) Termination of Employment: Where a Participant's employment or term of office or engagement terminates (for any reason other than death or voluntary retirement (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice)), then: (i) any Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of: (i) the date that is three months after the Termination Date; and (ii) the date on which the exercise period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Company on the Termination Date, (ii) the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Company or an Affiliate, as the case may be, provides the Participant with written notification that the Participant's employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date, and (iii) notwithstanding (c)(i) and (ii) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Options are not affected by a change of employment arrangement within or among the Company or an Affiliate for so long as the Participant continues to be an employee of the Company or an Affiliate. (d) For purposes of section 6.8, the term, "Termination Date" means, in the case of a Participant whose employment or term of office or engagement with the Company or an Affiliate terminates:

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    (i) by reason of the Participant's death, the date of death; (ii) for any reason whatsoever other than death, the date of the Participant's last day actively at work for or actively engaged by the Company or the Affiliate, as the case may be; and for greater certainty "Termination Date" in any such case specifically does not mean the date on which any period of contractual notice or reasonable notice that the Company or the Affiliate, as the case may be, may be required at law to provide to a Participant would expire; and (iii) the resignation of a director or the expiry of a director's term on the Board without re-election (or nomination for election) shall be considered to be a termination of his or her term of office. 6.9 Non-transferability of Options (a) Incentive Stock Options. No ISO granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under this Article 6 shall be exercisable during such Participant's lifetime only by such Participant. (b) Nonqualified Stock Options. Except as otherwise provided in a Participant's Award Agreement at the time of grant or thereafter by the Committee, a NQSO granted under this Article 6 may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement at the time of grant or thereafter by the Committee, all NQSOs granted to a Participant under this Article 6 shall be exercisable during such Participant's lifetime only by such Participant. 6.10 Notification of Disqualifying Disposition. The Participant to whom an ISO is granted shall notify the Company upon the disposition of Shares issued pursuant to the exercise of an ISO or Shares received as a dividend on ISO stock. The Company shall use such information to determine whether a disqualifying disposition as described in Section 421(b) of the Code has occurred. 6.11 $100,000 Annual ISO Limitation.. To the extent that the aggregate FMV of Shares (determined as of the time the ISOs with respect to such Shares are granted) with respect to which ISOs are exercisable for the first time by any Participant during any calendar year (under this Plan and all other plans of the Company and any Affiliate) exceeds $100,000 (or such other amount as may be allowed under Section 422 of the Code), such ISOs shall be treated as NQSOs. The foregoing provisions shall be applied by taking ISOs into account in the order in which they were granted. ARTICLE 7. STOCK APPRECIATION RIGHTS 7.1 Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time and upon such terms as shall be determined by the Committee in its discretion. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SARs. The SAR Grant Price for each grant of a Freestanding SAR shall be determined by the Committee and shall be specified in the Award Agreement. The SAR Grant Price may include a Grant Price based on one hundred percent (100%) of the FMV of the Shares on the date of grant, a Grant Price that is set at a premium to the FMV of the Shares on the date of grant, or is indexed to the FMV of the Shares on the date of grant, with the index determined by the Committee, in its discretion, provided that the Grant Price may never be less than the FMV of the Shares on the date of Grant. The Grant Price of Tandem SARs shall be equal to the Option Price of the related Option. 7.2 SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and any such other provisions as the Committee shall determine. 7.3 Term of SAR. The term of an SAR granted under the Plan shall be determined by the Committee, in its sole discretion, and except as determined otherwise by the Committee and specified in the SAR Award Agreement, no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant. Notwithstanding the foregoing, the expiry date of any SAR shall be extended to the tenth business day following the last day of a Blackout Period if the expiry date would otherwise occur in a Blackout Period or within five days of the end of the Blackout Period; provided that, solely with respect to a Participant subject to taxation under the Code, the expiry date of a SAR shall not be extended if such extension would violate Section 409A of the Code 7.4 Exercise of Freestanding SARs.. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes. 7.5 Exercise of Tandem SARs. With respect to Participants who are not subject to taxation under the ITA, Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. With respect to Participants subject to taxation under the ITA, prior to exercising a Tandem SAR the Participant must elect to receive the Tandem SAR in consideration for the disposition of that Participant's right to receive shares under the Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (a) the Tandem SAR will expire no later than the expiration of the underlying ISO; (b) the value of the payout with respect to the Tandem SAR may be for no more than one hundred percent (100%) of the difference between the Option Price of the underlying ISO and the FMV of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (c) the Tandem SAR may be exercised only when the FMV of the Shares subject to the ISO exceeds the Option Price of the ISO. 7.6 Payment of SAR Amount. Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount representing the difference between the FMV of the underlying Shares on the date of exercise over the Grant Price. At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares of equivalent value (based on the FMV on the date of exercise of the SAR, as defined in the Award Agreement or otherwise defined by the Committee thereafter), in some combination thereof, or in any other form approved by the Committee at its sole discretion. Payment shall be made no earlier than the date of exercise, nor later than 2-1/2 months after the close of the year in which the SAR is exercised. The Committee's determination regarding the form of SAR payout shall be set forth or reserved for later determination in the Award Agreement for the grant of the SAR. 7.7 Termination of Employment.. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant's employment or other relationship with the Company or Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

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    7.8 Non-transferability of SARs. Except as otherwise provided in a Participant's Award Agreement at the time of grant or thereafter by the Committee, an SAR granted under the Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement at the time of grant or thereafter by the Committee, all SARs granted to a Participant under the Plan shall be exercisable during such Participant's lifetime only by such Participant. 7.9 Other Restrictions.. Without limiting the generality of any other provision of this Plan, the Committee may impose such other conditions and/or restrictions on any Shares received upon exercise of an SAR granted pursuant to the Plan as it may deem advisable. This includes, but is not limited to, requiring the Participant to hold the Shares received upon exercise of an SAR for a specified period of time. ARTICLE 8. RESTRICTED STOCK AND RESTRICTED STOCK UNITS 8.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts and upon such terms as the Committee shall determine. 8.2 Restricted Stock or Restricted Stock Unit Agreement.. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, the settlement date for Restricted Stock Units, and any such other provisions as the Committee shall determine, provided that unless otherwise determined by the Committee or as set out in any Award Agreement, no Restricted Stock Unit shall vest later than three years after the date of grant. 8.3 Non-transferability of Restricted Stock and Restricted Stock Units. Except as otherwise provided in this Plan or the Award Agreement, the Shares of Restricted Stock and/or Restricted Stock Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable Period of Restriction specified in the Award Agreement (and in the case of Restricted Stock Units until the date of settlement through delivery or other payment), or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Award Agreement at the time of grant or thereafter by the Committee. All rights with respect to the Restricted Stock and/or Restricted Stock Units granted to a Participant under the Plan shall be available during such Participant's lifetime only to such Participant, except as otherwise provided in the Award Agreement at the time of grant or thereafter by the Committee. 8.4 Other Restrictions.. The Committee shall impose, in the Award Agreement at the time of grant or anytime thereafter, such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance criteria, time-based restrictions on vesting following the attainment of the performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units. To the extent deemed appropriate by the Committee, subject to Section 19.5, the Company may retain the certificates representing Shares of Restricted Stock, or Shares delivered in settlement of Restricted Stock Units, in the Company's possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse, but in no event will delivery of such Shares be made later than the earlier of (i) 2-1/2 months after the close of the year in which such conditions or restrictions were satisfied or lapsed and (ii) December 31 of the third year following the year of the grant date. Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse, and Restricted Stock Units shall be settled through payment in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion, shall determine. 8.5 Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.4 herein, each certificate representing Shares of Restricted Stock granted pursuant to the Plan may bear a legend such as the following: "The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer as set forth in the 2018 Omnibus Equity Incentive Compensation Plan and in the associated Award Agreement. A copy of the Plan and such Award Agreement may be obtained from Energy Fuels Inc." 8.6 Voting Rights. To the extent required by law, Participants holding Shares of Restricted Stock granted hereunder shall have the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. 8.7 Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in a manner determined by the Committee in its sole discretion. Restricted Stock Units 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 Shares or Dividend Equivalents while they are so held in a manner determined by the Committee in its sole discretion. Notwithstanding the foregoing, the payment of dividends or Dividend Equivalents is strictly prohibited with respect to Restricted Stock Units still subject to a Period of Restriction. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. 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, Shares, Restricted Stock or Restricted Stock Units. 8.8 Death and other Termination of Employment (a) Death: If a Participant dies while an Employee, officer or director of or Consultant to the Company or an Affiliate: (i) any Restricted Stock Units held by the Participant that have vested as at the Termination Date (as defined below), shall be paid to the Recipient's estate. Any Restricted Stock Units that have not vested as at the Termination Date will be immediately cancelled and forfeited to the Company on the Termination Date; and (ii) such Participant's eligibility to receive further grants of Restricted Stock Units under the Plan ceases as of the Termination Date.

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    (b) Termination other than Death: Where a Participant's employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then: (i) any Restricted Stock Units held by the Participant that have vested before the Termination Date shall be paid to the Recipient. Any Restricted Stock Units held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Company on the Termination Date; (ii) the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Company or an Affiliate, as the case may be, provides the Participant with written notification that the Participant's employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date; and (iii) notwithstanding (b)(i) and (ii) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Restricted Stock Units are not affected by a change of employment arrangement within or among the Company or an Affiliate for so long as the Participant continues to be an employee of the Company or an Affiliate. (c) For purposes of section 8.8, the term, "Termination Date" means, in the case of a Participant whose employment or term of office or engagement with the Company or an Affiliate terminates: (i) by reason of the Participant's death, the date of death; (ii) for any reason whatsoever other than death, the date of the Participant's last day actively at work for or actively engaged by the Company or the Affiliate, as the case may be; and for greater certainty "Termination Date" in any such case specifically does not mean the date on which any period of contractual notice or reasonable notice that the Company or the Affiliate, as the case may be, may be required at law to provide to a Participant would expire; and (iii) the resignation of a director or the expiry of a director's term on the Board without re-election (or nomination for election) shall be considered to be a termination of his or her term of office. 8.9 Payment in Settlement of Restricted Stock Units. When and if Restricted Stock Units become payable, a Participant having received the grant of such units shall be entitled to receive payment from the Company in settlement of such units in cash, Shares of equivalent value (based on the FMV, as defined in the Award Agreement at the time of grant or thereafter by the Committee), in some combination thereof, or in any other form determined by the Committee at its sole discretion. The Committee's determination regarding the form of payout shall be set forth or reserved for later determination in the Award Agreement for the grant of the Restricted Stock Unit. ARTICLE 9. DEFERRED SHARE UNITS 9.1 Grant of Deferred Share Units. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Deferred Share Units to Non-Employee Directors in such amounts and upon such terms as the Committee shall determine. 9.2 Deferred Share Unit Agreement. Each Deferred Share Unit grant shall be evidenced by an Award Agreement that shall specify the number of Deferred Share Units granted, the settlement date for Deferred Share Units, and any other provisions as the Committee shall determine, including, but not limited to a requirement that Participants pay a stipulated purchase price for each Deferred Share Unit, restrictions based upon the achievement of specific performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which the Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Deferred Share Units. 9.3 Non-transferability of Restricted Stock and Restricted Stock Units. Except as otherwise provided in this Plan or the Award Agreement, the Deferred Share Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. All rights with respect to the Deferred Share Units granted to a Participant under the Plan shall be available during such Participant's lifetime only to such Participant, except as otherwise provided in the Award Agreement at the time of grant or thereafter by the Committee. 9.4 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Deferred Share Units following termination of the Participant's employment or other relationship with the Company or Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Deferred Share Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. ARTICLE 10. PERFORMANCE SHARES AND PERFORMANCE UNITS 10.1 Grant of Performance Shares and Performance Units. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Performance Shares and/or Performance Units to Participants in such amounts and upon such terms as the Committee shall determine. 10.2 Value of Performance Shares and Performance Units. Each Performance Share and Performance Unit shall have an initial value equal to the FMV of a Share on the date of grant. The Committee shall set performance criteria for a Performance Period in its discretion, which, depending on the extent to which they are met, will determine, in the manner determined by the Committee and set forth in the Award Agreement, the value and/or number of each Performance Share or Performance Unit that will be paid to the Participant. 10.3 Earning of Performance Shares and Performance Units. Subject to the terms of this Plan and the applicable Award Agreement, after the applicable Performance Period has ended, the holder of Performance Shares/Performance Units shall be entitled to receive payout on the value and number of Performance Shares/Performance Units, determined as a function of the extent to which the corresponding performance criteria have been achieved. Notwithstanding the foregoing, the Company shall have the ability to require the Participant to hold any Shares received pursuant to such Award for a specified period of time. 10.4 Form and Timing of Payment of Performance Shares and Performance Units. Payment of earned Performance Shares/Performance Units shall be as determined by the Committee and as set forth in the Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Shares/Performance Units in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Shares/Performance Units at the end of the applicable Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement for the grant of the Award or reserved for later determination. 10.5 Dividends and Other Distributions. The Committee shall determine whether Participants holding Performance Shares will receive Dividend Equivalents with respect to dividends declared with respect to the Shares. Dividends or Dividend Equivalents may be subject to accrual, forfeiture or payout restrictions as determined by the Committee in its sole discretion. Notwithstanding the foregoing, 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.

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    10.6 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Shares/Performance Units following termination of the Participant's employment or other relationship with the Company or an Affiliate. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Awards of Performance Shares/Performance Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. 10.7 Non-transferability of Performance Shares and Performance Units. Except as otherwise provided in a Participant's Award Agreement at the time of grant or thereafter by the Committee, Performance Shares/Performance Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement or otherwise by the Committee at any time, a Participant's rights under the Plan shall inure during such Participant's lifetime only to such Participant. ARTICLE 11. FULL VALUE STOCK-BASED AWARDS 11.1 Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions, including, but not limited to, being subject to performance criteria, or in satisfaction of such obligations, as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares. 11.2 Termination of Employment.. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive Stock-Based Awards following termination of the Participant's employment or other relationship with the Company or Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. 11.3 Non-transferability of Stock-Based Awards. Except as otherwise provided in a Participant's Award Agreement at the time of grant or thereafter by the Committee, Stock-Based Awards may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement at the time of grant or thereafter by the Committee, a Participant's rights under the Plan shall be exercisable during such Participant's lifetime only by such Participant. ARTICLE 12. BENEFICIARY DESIGNATION A Participant's "beneficiary" is the person or persons entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant's death. A Participant may designate a beneficiary or change a previous beneficiary designation at such times as prescribed by the Committee and by using such forms and following such procedures approved or accepted by the Committee for that purpose. If no beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant's death, the beneficiary shall be the Participant's estate. Notwithstanding the provisions above, the Committee may, in its discretion, after notifying the affected Participants, modify the foregoing requirements, institute additional requirements for beneficiary designations, or suspend the existing beneficiary designations of living Participants or the process of determining beneficiaries under this Article 12, or both, in favor of another method of determining beneficiaries. ARTICLE 13. DEFERRALS The Committee may permit or require a Participant to defer such Participant's receipt of any Award, or payment in settlement or exercise of any Award, provided that any such deferral must comply with the applicable requirements of Section 409A of the Code and the Treasury regulations thereunder so that such deferral does not cause the Participant to be subject to taxes and interest pursuant to Section 409A of the Code. ARTICLE 14. RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE 14.1 Employment. Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or an Affiliate to terminate any Participant's employment, consulting or other service relationship with the Company or an Affiliate at any time, nor confer upon any Participant any right to continue in the capacity in which he or she is employed or otherwise serves the Company or an Affiliate. Neither an Award nor any benefits arising under this Plan shall constitute part of an employment or service contract with the Company or an Affiliate, and, accordingly, subject to the terms of this Plan, this Plan may be terminated or modified at any time in the sole and exclusive discretion of the Committee or the Board without giving rise to liability on the part of the Company or an Affiliate for severance payments or otherwise, except as provided in this Plan. For purposes of the Plan, unless otherwise provided by the Committee, a transfer of employment of a Participant between the Company and an Affiliate or among Affiliates shall not be deemed a termination of employment. The Committee may provide in a Participant's Award Agreement or otherwise the conditions under which a transfer of employment to an entity that is spun off from the Company or an Affiliate shall not be deemed a termination of employment for purposes of an Award. 14.2 Participation. No Employee or other Person eligible to participate in the Plan shall have the right to be selected to receive an Award. No person selected to receive an Award shall have the right to be selected to receive a future Award, or, if selected to receive a future Award, the right to receive such future Award on terms and conditions identical or in proportion in any way to any prior Award. 14.3 Rights as a Shareholder. A Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares. ARTICLE 15. CHANGE OF CONTROL 15.1 Accelerated Vesting and Payment. Subject to the provisions of Section 15.2 or as otherwise provided in the Award Agreement, in the event of a Change of Control, unless otherwise specifically prohibited under law or by the rules and regulations of a national securities exchange or market on which Shares are listed or traded: (a) Any and all Options and SARs granted hereunder shall be accelerated to become immediately exercisable in full, unless such Awards shall be honored or assumed, or new rights substituted therefor in accordance with Section 15.2; (b) Any Period of Restriction and other restrictions imposed on Restricted Stock or Restricted Stock Units shall lapse, and Restricted Stock Units shall be immediately settled and payable, unless such Awards shall be honored or assumed, or new rights substituted therefor in accordance with Section 15.2; (c) The target payout opportunities attainable under all outstanding Awards of performance-based Restricted Stock, performance-based Restricted Stock Units, Performance Units and Performance Shares shall be deemed to have been fully earned based on targeted performance being attained as of the effective date of the Change of Control, unless such Awards shall be honored or assumed, or new rights substituted therefor in accordance with Section 15.2;

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    (d) The vesting of all Awards denominated in Shares shall be accelerated as of the effective date of the Change of Control, (or such other time prior to the time of the Change of Control, if the Committee in its reasonable discretion determines is appropriate) and shall be paid out to Participants within thirty (30) days following the effective date of the Change of Control, unless such Awards shall be honored or assumed, or new rights substituted therefor in accordance with Section 15.2; (e) Awards denominated in cash shall be paid to Participants in cash within thirty (30) days following the effective date of the Change of Control, unless such Awards shall be honored or assumed, or new rights substituted therefor in accordance with Section 15.2; (f) Upon a Change of Control, 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, unless such Awards shall be honored or assumed, or new rights substituted therefor in accordance with Section 15.2; and (g) Unless such Awards shall be honored or assumed, or new rights substituted therefor in accordance with Section 15.2, the Committee shall have the discretion to unilaterally determine that all outstanding Awards shall be cancelled upon a Change of Control, and that the value of such Awards, as determined by the Committee in accordance with the terms of the Plan and the Award Agreements, shall be paid out in cash in an amount based on the Change of Control Price within a reasonable time subsequent to the Change of Control; provided, however, that no such payment shall be made to a Participant subject to taxation under the Code using a value higher than the closing price of the underlying Shares on the TSX or the NYSE on the date of settlement. 15.2 Alternative Awards. Notwithstanding Section 15.1, no cancellation, acceleration of vesting, lapsing of restrictions, payment of an Award, cash settlement or other payment shall occur with respect to any Award if the Committee reasonably determines in good faith prior to the occurrence of a Change of Control that such Award shall be honored or assumed, or new rights substituted therefor (with such honored, assumed or substituted Award hereinafter referred to as an "Alternative Award") by any successor to the Company or an Affiliate as described in Article 17; provided, however, that any such Alternative Award must: (a) Be based on stock which is traded on the TSX and/or an established U.S. securities market; (b) Provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment; (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 (determined prior to the time of the Change of Control); and (e) Have terms and conditions which provide that in the event that the Participant's employment with the Company, an Affiliate or any successor as described in Article 18 is involuntarily terminated or Constructively Terminated at any time within at least twelve months following a Change of Control, any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Award shall be waived or shall lapse and the Award shall vest, as the case may be. 15.3 Compliance with Section 280G of the Code. In the event that any accelerated Award vesting or payment received or to be received by a Participant pursuant to Section 15.1 herein (the "Benefit") would (i) constitute a "parachute payment" within the meaning of and subject to Section 280G of the Code and (ii) but for this Section 15.3, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Benefit shall be reduced to the extent necessary so that no portion of the Benefit will be subject to the Excise Tax, as determined in good faith by the Committee; provided, however, that if, in the absence of any such reduction (or after such reduction), the Participant believes that the Benefit or any portion thereof (as reduced, if applicable) would be subject to the Excise Tax, the Benefit shall be reduced (or further reduced) to the extent determined by the Participant in his or her discretion so that the Excise Tax would not apply. If, notwithstanding any such reduction (or in the absence of such reduction), the Internal Revenue Service ("IRS") determines that the Participant is liable for the Excise Tax as a result of the Benefit, then the Participant shall be obligated to return to the Company, within thirty days of such determination by the IRS, a portion of the Benefit sufficient such that none of the Benefit retained by the Participant constitutes a "parachute payment" within the meaning of Section 280G of the Code that is subject to the Excise Tax. ARTICLE 16. AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION 16.1 Amendment, Modification, Suspension and Termination. (a) Except as set out in clauses (b) and (c) below, and as otherwise provided by law, or stock exchange rules, the Committee or Board may, at any time and from time to time, alter, amend, modify, suspend or terminate the Plan or any Award in whole or in part without notice to, or approval from, shareholders, including, but not limited to for the purposes of: (i) 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; (ii) 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; (iii) making any amendments to add covenants or obligations of the Company for the protection of Participants; (iv) making any amendments not inconsistent with the 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 (v) 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. (b) Other than as expressly provided in an Award Agreement or as set out herein with respect to a Change of Control, the Committee shall not alter or impair any rights or increase any obligations with respect to an Award previously granted under the Plan without the consent of the Participant. (c) The following amendments to the Plan shall require the prior approval of the Company's shareholders: (i) A reduction in the Option Price of a previously granted Option or the Grant Price of a previously granted SAR, except for adjustments to the Option Price or Grant Price applicable to outstanding Awards pursuant to Section 4.2 hereof. (ii) Any amendment or modification which would increase the total number of Shares available for issuance under the Plan or the total number of Shares available for ISOs under the Plan; (iii) An increase to the limit on the number of Shares issued or issuable under the Plan to Insiders of the Company; (iv) An extension of the expiry date of an Option or SAR, other than as otherwise permitted hereunder in relation to a Blackout Period; or (v) Any amendment to the amendment provisions of the Plan under this Article 16.1.

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    16.2 Adjustment of Awards Upon the Occurrence of Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events in addition to the events described in Article 4.2 hereof affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan. 16.3 Awards Previously Granted. Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award. ARTICLE 17. WITHHOLDING The Company or any Affiliate shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company or any Affiliate, an amount sufficient to satisfy federal, state and local taxes or provincial, domestic or foreign (including the Participant's FICA obligation), required by law or regulation to be withheld with respect to any taxable event arising or as a result of this Plan or any Award hereunder. The Committee may provide for Participants to satisfy withholding requirements by having the Company issuing a number of Shares net of amounts required to satisfy withholding requirements, the Company withholding and selling Shares, or the Participant making such other arrangements, including the sale of Shares, in either case on such conditions as the Committee specifies. Participant acknowledges and agrees that the ultimate liability for all taxes legally payable by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company. Participant further acknowledges that the Company (a) makes no representations or undertakings regarding the treatment of any taxes in connection with any aspect of this Plan; and (b) does not commit to and is under no obligation to structure the terms of this Plan to reduce or eliminate Participant's liability for taxes or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction, Participant acknowledges that the Company may be required to withhold or account for taxes in more than one jurisdiction. ARTICLE 18. SUCCESSORS Any obligations of the Company or an Affiliate under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company or Affiliate, respectively, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the businesses and/or assets of the Company or Affiliate, as applicable. ARTICLE 19. GENERAL PROVISIONS 19.1 Forfeiture Events. Without limiting in any way the generality of the Committee's power to specify any terms and conditions of an Award consistent with law, and for greater clarity, the Committee may specify in an Award Agreement that the Participant's rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, failure to accept the terms of the Award Agreement, termination of employment under certain or all circumstances, violation of material Company and Affiliate policies, breach of noncompetition, confidentiality, non-solicitation, non-interference, corporate property protection or other agreements that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and Affiliates. Except as expressly otherwise provided in this Plan or an Award Agreement, the termination and the expiry of the period within which an Award will vest and may be exercised by a Participant shall be based upon the last day of actual service by the Participant to the Company and specifically does not include any period of notice that the Company may be required to provide to the Participant under applicable employment law. 19.2 Legend. The certificates for Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares. 19.3 Delivery of Title.. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to: (a) Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and (b) Completion of any registration or other qualification of the Shares under any applicable law or ruling of any governmental body that the Company determines to be necessary or advisable. 19.4 Investment Representations. The Committee may require each Participant receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute such Shares. 19.5 Uncertificated Shares. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a non-certificated basis to the extent not prohibited by applicable law or the rules of any applicable stock exchange. 19.6 Unfunded Plan. Participants shall have no right, title or interest whatsoever in or to any investments that the Company or an Affiliate may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company or an Affiliate and any Participant, beneficiary, legal representative or any other person. Awards shall be general unsecured obligations of the Company, except that if an Affiliate executes an Award Agreement instead of the Company the Award shall be a general unsecured obligation of the Affiliate and not any obligation of the Company. To the extent that any individual acquires a right to receive payments from the Company or an Affiliate, such right shall be no greater than the right of an unsecured general creditor of the Company or Affiliate, as applicable. All payments to be made hereunder shall be paid from the general funds of the Company or Affiliate, as applicable, and no special or separate fund shall be established, and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan. The Plan is not intended to be subject to ERISA. 19.7 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award Agreement. In such an instance, unless the Committee determines otherwise, fractional Shares and any rights thereto shall be forfeited or otherwise eliminated. 19.8 Other Compensation and Benefit Plans.. Nothing in this Plan shall be construed to limit the right of the Company or an Affiliate to establish other compensation or benefit plans, programs, policies or arrangements. Except as may be otherwise specifically stated in any other benefit plan, policy, program or arrangement, no Award shall be treated as compensation for purposes of calculating a Participant's rights under any such other plan, policy, program or arrangement.

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    19.9 No Constraint on Corporate Action. Nothing in this Plan shall be construed (i) to limit, impair or otherwise affect the Company's or an Affiliate's right or power to make adjustments, reclassifications, reorganizations or changes in its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) to limit the right or power of the Company or an Affiliate to take any action which such entity deems to be necessary or appropriate. 19.10 Compliance with United States Securities Laws. All Awards and the issuance of Shares underlying such Awards issued pursuant to the Plan will be issued pursuant to the registration requirements of the United States Securities Act of 1933, as amended, or an exemption from such registration requirements. ARTICLE 20. LEGAL CONSTRUCTION 20.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural. 20.2 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 20.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. The Company or an Affiliate shall receive the consideration required by law for the issuance of Awards under the Plan. The inability of the Company or an Affiliate to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company or an Affiliate to be necessary for the lawful issuance and sale of any Shares hereunder, shall relieve the Company or Affiliate of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 20.4 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the Province of Ontario excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. 20.5 Compliance with Section 409A of the Code. (a) To the extent applicable, it is intended that this Plan and any Awards made hereunder shall not provide for the payment of "deferred compensation" within the meaning of Section 409A of the Code or shall be structured in a manner and have such terms and conditions that would not cause a Participant to be subject to taxes and interest pursuant to Section 409A of the Code. This Plan and any Awards made hereunder shall be administrated and interpreted in a manner consistent with this intent, and any provision that would cause this Plan or any Award made hereunder to become subject to taxation under Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of Participants). (b) Notwithstanding anything in this Plan or in any Award Agreement to the contrary, but subject to this Article 20.5(b) to the extent that any amount or benefit that would constitute "deferred compensation" for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Agreement by reason of the occurrence of a Change of Control or the Participant's disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless (i) the circumstances giving rise to such Change of Control, disability or separation from service meet the description or definition of "change in control event," "disability," or "separation from service," as the case may be, in Section 409A of the Code and applicable proposed or final Treasury regulations thereunder, and (ii) the payment or distribution of such amount or benefit would otherwise comply with Section 409A of the Code and not subject the Participant to taxes and interest pursuant to Section 409A of the Code (which may require, if the Participant is a "specified employee" within the meaning of Section 409A of the Code, that the payment date shall not be earlier than the date that is six (6) months after the date of the Participant's separation from service). This provision does not prohibit the vesting of any Award or the vesting of any right to eventual payment or distribution of any amount or benefit under this Plan or any Award Agreement. (c) The Committee shall use its reasonable discretion to determine the extent to which the provisions of Article 20.5 will apply to a Participant who is subject to taxation under the ITA.