DEF 14A of Energy Fuels Inc, Apr 17, 2026

DEF 14A of Energy Fuels Inc

Filed Apr 17, 2026 · FY20250001062993-26-002046

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 nine Directors, and management is proposing that seven Directors be elected at the Meeting. Mr. J. Birks Bovaird and Mr. Alexander G. Morrison have advised that they do not intend on seeking reelection to the Board at the Meeting. Mr. Bovaird joined the Board in 2006 and served as its Chair from March 2007 to June 2025, a period of more than 18 years in his notable 20-year tenure with the Company. Mr. Bovaird’s strong leadership, sound judgement and balanced perspective have helped support the Company through numerous challenges, opportunities and successes. Our longest-serving existing Director and a member of various Board committees, Mr. Bovaird has a wealth of institutional knowledge and brings to the Board a vast range of relevant experiences that have been invaluable in bringing the Company to this point of growth and transformation. His expertise cannot be easily replaced. Mr. Morrison has been a valuable member of the Board since August 2019, having acted as Chair of the Audit Committee since mid-2021 and a member of various other Board committees. A financial expert and experienced member of numerous public company boards, Mr. Morrison has contributed significantly to the Company’s risk assessment framework and cybersecurity program and has provided critical oversight of the Company’s internal and external audit procedures, including its internal controls over financial reporting. Mr. Morrison also significantly contributed to the Board’s strategic and general business guidance. We thank Messrs. Bovaird and Morrison for their years of service and dedication to the Board and to the Company, and wish them all the best in their future endeavors. 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, 2024. The following table provides the names of and information for the nominees for election as Directors (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). 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 | | Ross R. Bhappu(3) Colorado, USA | President, CEO and Director | 2026 | Same | 66 | | Benjamin Eshleman III(1)(2) Corpus Christi, Texas, USA | Director | 2017 | Director, Mesteña, LLC; Co-Manager, Eshleman-Vogt Ranch; Director, Texas and Southwestern Cattle Raisers Association | 70 | | Barbara A. Filas(3)(4) Grand Junction, Colorado, USA | Director | 2018 | Consultant providing advisory services to the mining sector | 70 | | Bruce D. Hansen(2) Golden, Colorado, USA | Director | 2007 | Retired Former Mining Executive | 68 | | Jaqueline Herrera(2)(3) Naperville, Illinois, USA | Director | 2022 | Vice President and General Manager of Graver Technologies/Marmon Water, a Berkshire Hathaway company | 51 | | Dennis L. Higgs(3)(4) Vancouver, British Columbia, Canada | Director | 2015 | President and sole owner of Ubex Capital Inc.; President, Austin Gold Corp. | 68 | | Michael H. Stirzaker(1) Sydney, Australia | Director | 2024 | Company Director | 66 |

  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. Mr. Bhappu is currently the Chief Executive Officer of Energy Fuels, a position he has held since April 15, 2026. Mr. Bhappu is also currently the President of Energy Fuels, a position he has held since August 4, 2025. Mr. Bhappu brings over 35 years of experience in mining to Energy Fuels, including nearly 25 years with Resource Capital Funds, where he provided both technical and financial evaluation and support in project identification, analysis, development, valuation, project finance, mergers and acquisitions and sourcing of capital from private and public markets exclusively for the mining and minerals sector. Mr. Bhappu completed his Ph.D. in Mineral Economics at the Colorado School of Mines and B.S. and M.S. degrees in Metallurgical Engineering at the University of Arizona. He began his professional career with Cyprus Minerals Company in Denver, Colorado and Miami, Arizona where he served in both technical and financial roles before joining Newmont Mining Corporation in Denver where he served as Director of Business Development. Mr. Bhappu gained substantial expertise in copper concentrate marketing while at Newmont and served as CEO of GTN Copper Corporation for three years with a focus on acquiring and redeveloping a brownfield copper project in Arizona prior to joining Resource Capital Funds in 2001. During his 25-year tenure at Resource Capital Funds, where he served in multiple roles, including as Head of Private Equity Funds, Mr. Bhappu was instrumental in the acquisition of Mountain Pass, the only operating rare earth mine in the U.S., and the recreation of Molycorp, Inc. where he served as Chairman of the board from 2008-2013.

  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 Strategic Plan, 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 2025, the three key elements used to compensate the NEOs 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, 2025:

  5. Compensation Discussion and Analysis

    (1) Mr. Bhappu joined the Company as its President effective August 4, 2025, and was appointed to serve as the President and Chief Executive Officer of the Company effective April 15, 2026, concurrently with Mr. Chalmers' retirement. This transition was consistent with the Company's previously announced succession plans. (2) Mr. Carstens' employment with the Company terminated on December 31, 2025. Mr. Carstens made the decision to step down after determining, in consultation with the Company, that his role in its pre-acquisition form was no longer required for genuine operational reasons. Mr. Carstens originally joined the Company by way of its acquisition of Base Resources on October 2, 2024. (3) Mr. Chalmers served as the Company's President and Chief Executive Officer through August 3, 2025. Effective August, 4, 2025 and concurrently with Mr. Bhappu's appointment to President, Mr. Chalmers continued as the Chief Executive Officer of the Company. Effective April 15, 2026, Mr. Chalmers retired and Mr. Bhappu was appointed to serve as the Company's President and CEO. This transition was consistent with the Company's previously announced succession plans. 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 2025 were set by the Board, taking into account base salaries for comparable positions in the 2025 Compensation Peer Group and Company and individual contributions and performance, as appropriate. The following table shows the base salaries of the NEOs:

  6. Compensation Discussion and Analysis

    | NEO | 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) | | Mark S. Chalmers Former CEO(1) | STIP | 85% | 0-50% | 100% | 150% | | Ross R. Bhappu President and CEO(2) | STIP | 85% | 0-50% | 100% | 150% | | David C. Frydenlund Executive VP and CLO | STIP | 70% | 0-50% | 100% | 150% | | Nathan R. Bennett CFO | STIP | 60% | 0-50% | 100% | 150% | | Timothy J. Carstens Executive VP, Heavy Mineral Sands(3) | STIP | 50% | 0-50% | 100% | 150% |

  7. Compensation Discussion and Analysis

    (1) Mr. Chalmers served as the Company's President and Chief Executive Officer through August 3, 2025. Effective August, 4, 2025 and concurrently with Mr. Bhappu's appointment to President, Mr. Chalmers continued as the Chief Executive Officer of the Company. Effective April 15, 2026, Mr. Chalmers retired and Mr. Bhappu was appointed to serve as the Company's President and CEO. This transition was consistent with the Company's previously announced succession plans. (2) Mr. Bhappu joined the Company as its President effective August 4, 2025, and was appointed to serve as the President and Chief Executive Officer of the Company effective April 15, 2026, concurrently with Mr. Chalmers' retirement. This transition was consistent with the Company's previously announced succession plans. (3) Mr. Carstens' employment with the Company terminated on December 31, 2025. Mr. Carstens made the decision to step down after determining, in consultation with the Company, that his role in its pre-acquisition form was no longer required for genuine operational reasons. Mr. Carstens originally joined the Company by way of its acquisition of Base Resources on October 2, 2024. Long-Term Incentives - Equity Compensation Under the 2024 Omnibus Equity Incentive Compensation Plan, as amended and restated on April 10, 2024, and as further amended on May 24, 2024 and April 21, 2025 (the "Omnibus Plan"), 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 2025, under the LTIP, the Company utilized performance-based RSUs to further align the NEOs' interests with shareholders. Except as otherwise provided for in the NEOs' employment agreements, as they are revised from time to time, the RSUs granted in January 2026 for performance in 2025 will vest as to 50% on January 27, 2027, will vest as to an additional 25% on January 27, 2028 and as to the remaining 25% on January 27, 2029. 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, this helps the Company satisfy its retention objectives. The RSUs granted to the NEOs in January 2026 for performance in 2025, in addition to the performance-based stock options granted (see below), were as follows:

  8. Compensation Discussion and Analysis

    | NEO(1) | Value of RSUs Granted | Number of RSUs Granted | | Mark S. Chalmers Former CEO(2) | $907,425 | 38,289 | | Ross R. Bhappu President and CEO(3) | $772,200 | 32,583 | | David C. Frydenlund Executive VP and CLO | $542,786 | 22,903 | | Nathan R. Bennett CFO | $258,863 | 10,922 | | Timothy J. Carstens Executive VP, Heavy Mineral Sands(4) | N/A | N/A |

  9. Compensation Discussion and Analysis

    | NEO | 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) | | Mark S. Chalmers Former CEO(1) | LTIP | 120% | 0-50% | 100% | 150% | | Ross R. Bhappu President and CEO(2) | LTIP | 120% | 0-50% | 100% | 150% | | David C. Frydenlund Executive VP and CLO | LTIP | 100% | 0-50% | 100% | 150% | | Nathan R. Bennett CFO | LTIP | 75% | 0-50% | 100% | 150% | | Timothy J. Carstens Executive VP, Heavy Mineral Sands(3) | LTIP | 100% | 0-50% | 100% | 150% |

  10. Compensation Discussion and Analysis

    (1) Mr. Chalmers served as the Company's President and Chief Executive Officer through August 3, 2025. Effective August, 4, 2025 and concurrently with Mr. Bhappu's appointment to President, Mr. Chalmers continued as the Chief Executive Officer of the Company. Effective April 15, 2026, Mr. Chalmers retired and Mr. Bhappu was appointed to serve as the Company's President and CEO. This transition was consistent with the Company's previously announced succession plans. (2) Mr. Bhappu joined the Company as its President effective August 4, 2025, and was appointed to serve as the President and Chief Executive Officer of the Company effective April 15, 2026, concurrently with Mr. Chalmers' retirement. This transition was consistent with the Company's previously announced succession plans. (3) Mr. Carstens' employment with the Company terminated on December 31, 2025. Mr. Carstens made the decision to step down after determining, in consultation with the Company, that his role in its pre-acquisition form was no longer required for genuine operational reasons. Mr. Carstens originally joined the Company by way of its acquisition of Base Resources on October 2, 2024. Annual Stock Appreciation Right Grants At its meeting on January 26, 2023, the Board approved an SAR Plan for the Company, which provided key parameters pursuant to which the Board, in its complete discretion, could 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 provided an added level of equity performance awards 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 utilized, senior management personnel were generally 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 awarded was five (5) years from the date of grant and vested in three separate tranches according to increasingly higher NYSE American LLC ("NYSE American") closing prices of the Company's Common Shares, known as "Vesting Trigger Prices." All SAR grants had a one (1)-year holding period from the date of grant during which any vested SARs may not be exercised. The SAR grants were discretionary, and the size of the grants and the terms and conditions of the grants were in the discretion of the Board. No SARs were granted for performance in 2025 or 2024. Annual Performance-Based Stock Options at a 10% Premium Starting in January 2024, the Company transitioned away from SAR grants to performance-based stock options for the same designated recipients, 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 $5.56. 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. In January 2026, 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 grant, 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 grant, which, being January 26, 2026, was $23.70. The Performance-Based Options vest as to 50% on January 27, 2027 and as to the remaining 50% on January 27, 2028. The term of the Performance-Based Options is five years, ending on January 27, 2031. The Performance-Based Stock Options granted to the NEOs in 2026 for performance in 2025, in addition to the RSUs granted, were as follows:

  11. Compensation Discussion and Analysis

    | NEO(1) | Value of Performance-Based Stock Options Granted | Number of Performance-Based Stock Options Granted | | Mark S. Chalmers Former CEO(2) | $387,789 | 37,663 | | Ross R. Bhappu President and CEO(3) | $330,000 | 32,050 | | David C. Frydenlund Executive VP and CLO | $231,960 | 22,528 | | Nathan R. Bennett CFO | $110,625 | 10,744 | | Timothy J. Carstens Executive VP, Heavy Mineral Sands(4) | Nil | Nil |

  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 $10.30 per Performance-Based Stock Option. (2) Mr. Chalmers served as the Company's President and Chief Executive Officer through August 3, 2025. Effective August, 4, 2025 and concurrently with Mr. Bhappu's appointment to President, Mr. Chalmers continued as the Chief Executive Officer of the Company. Effective April 15, 2026, Mr. Chalmers retired and Mr. Bhappu was appointed to serve as the Company's President and CEO. This transition was consistent with the Company's previously announced succession plans. (3) Mr. Bhappu joined the Company as its President effective August 4, 2025, and was appointed to serve as the President and Chief Executive Officer of the Company effective April 15, 2026, concurrently with Mr. Chalmers' retirement. This transition was consistent with the Company's previously announced succession plans. (4) Mr. Carstens' employment with the Company terminated on December 31, 2025. Mr. Carstens made the decision to step down after determining, in consultation with the Company, that his role in its pre-acquisition form was no longer required for genuine operational reasons. Mr. Carstens originally joined the Company by way of its acquisition of Base Resources on October 2, 2024. Performance Goals The Company is in industries that are heavily dependent on the prices of uranium, REEs, HMS and vanadium. When these commodity prices are high, development, extraction, production and related operations have the potential to be in full swing. However, when these commodity prices are low, operations and other development activities may be curtailed, and properties and facilities may be placed on standby or even 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 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 may face negative cash flows and losses and are often tasked with minimizing those negative cash flows 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, common 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. 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 and LTIP Performance in 2025 Overriding Clawback Policy The Company has in place an Equity Incentive-Based Compensation Clawback Policy (the "Clawback Policy") that 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, and inclusive of all NEOs) during the three (3) 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 the Form 10-K. 2025 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.

  13. 1-year TSR (2025 Calendar Year)

    During 2025, the TSR for the Company's shares was 183.4%, resulting in an increase in the Company's market capitalization by approximately $2.43 billion from approximately $1.02 billion at December 31, 2024 to approximately $3.45 billion at December 31, 2025 (as of January 9, 2026, the Company's market capitalization was $4.32 billion). The Company's TSR for 2025 ranks third only to MP Materials and Ucore Rare Metals Inc., outperforming all the Company's uranium peers over the year (the next best performing uranium company in 2025 was Cameco with a TSR of 78.4%, or less than half the Company's TSR for 2025). Health and Safety Advancements During 2025, the Company ramped up mining at its Pinyon Plain mine, which the Company believes is one of the highest-grade uranium mines in U.S. history. With this high grade comes higher radiation and the risk of higher exposures to the mine's workers. The Company successfully mined these high-grade ores in compliance with all applicable regulatory standards and without any radiation overexposures. In so doing, the Company voluntarily implemented the "sum" rule under which the Company calculates the total dose to its workers from radiation exposure from radon, gamma and air particulate (dust), which is the international standard for radiation protection in underground uranium mines and is also the U.S. standard for radiation protection in uranium mills and uranium ISR facilities. The U.S. rules for conventional miners have a 5,000 millirem ("mrem")/yr. standard for radon, a separate 5,000 mrem/yr. standard for gamma exposure and no standard for air particulate. Under current rules, a U.S. conventional miner could therefore be exposed to a total of 10,000 mrem/yr. from radon and gamma combined plus an unknown exposure level from air particulate. In contrast, a worker at the Mill cannot exceed 5,000 mrem/yr. from radon, gamma and air particulate combined. The international standard for conventional uranium miners is similar to the Mill standard with the additional requirement that the total exposure from all sources cannot exceed 5,000 mrem in any one year or an average of 2,000 mrem/yr. over any five-year period. During 2025, the average exposure to miners at the Pinyon Plain mine from all sources (radon, gamma and air particulate) was approximately 2,000 mrem with the maximum exposures to any one miner less than 5,000 mrem. Successfully managing the radiation exposures and implementing the sum rule at the Pinyon Plain mine involved the implementation of additional monitoring at the mine and the institution of ALARA (as low as reasonably achievable) committee meetings for conventional mines, which were held approximately every two weeks during the year. These additional monitoring protocols and the implementation of the sum rule were also initiated at the Company's La Sal mines complex during 2025 with similar results. Navajo Agreement On January 29, 2025, the Company and the Navajo Nation, the largest indigenous tribe in the U.S., jointly announced the signing of a landmark agreement governing the transport of uranium ore along federal and state highways crossing the Navajo Nation. Following this announcement, ore transport from Energy Fuels' Pinyon Plain mine to the Mill, which had been voluntarily suspended by the Company since mid-2024, resumed in February 2025. Under the agreement, Energy Fuels agreed to add additional protections and accommodations over and above the existing U.S. Department of Transportation requirements to ensure that uranium ore transportation through the Navajo Nation is done safely and respectfully. Additionally, the Company committed to accepting and transporting, at no cost to the Navajo Nation, up to 10,000 tons of uranium-bearing cleanup materials from abandoned uranium mines within the Navajo Nation. The Company also committed to make further contributions to support the Nation's transportation safety programs, education, the environment, public health and welfare, and local economic development on the Navajo Nation relating to uranium matters. Advanced REE and HMS Initiatives During 2025, the Company made significant strides in advancing its REE and HMS initiatives, including the following: i) MOU with POSCO On March 17, 2025, the Company announced the signing of a strategic Memorandum of Understanding ("MOU") with South Korea-based POSCO International Corporation ("POSCO") that set out the principal terms of a collaboration that, if successful, has the potential to create a new ex-China (at the exclusion of Chinese involvement and influence) REE supply chain for EV and hybrid EV drivetrains for U.S., European Union, Japanese and South Korean auto-makers. On September 9, 2025, the Company announced that high-purity NdPr oxide produced at the Mill had been manufactured into commercial scale rare earth permanent magnets (“REPMs”) pursuant to the MOU and had passed all quality assurance and quality control (“QA/QC”) benchmarks for use in EV drive unit motors sold to major automotive manufacturers. This included the successful manufacture of Energy Fuels’ NdPr oxide into NdPr metal, neodymium-iron-boron (NdFeB) alloy sintered blocks (45H grade), and high-performance, high-temperature NdFeB REPMs. ii) Strategic Alliance with Chemours On March 18, 2025, the Company and The Chemours Company announced they were forming a strategic alliance to expand the companies’ existing relationship to enhance U.S. domestic rare earth and critical mineral supply chains to meet increasing demand. The alliance is intended to capitalize on the complementary geographic and operational synergies of both organizations. iii) MOU with Vulcan On August 26, 2025, the Company and Vulcan Elements, a U.S. manufacturer of rare earth permanent magnets, announced that the companies had signed an MOU to collaborate on creating a resilient domestic supply chain for rare earth magnets independent of China. iv) Developed Technical Ability to produce all Heavy REEs On April 17, 2025, the Company announced that it had successfully developed the technical ability it believes is required to commercially produce samarium, gadolinium, dysprosium, terbium, lutetium, yttrium, and other oxides at scale through expansion of its existing REE production capability in Utah. v) Commenced Production of Heavy REEs On July 17, 2025, the Company announced it had commenced producing heavy rare earth element oxides at its Mill at pilot scale to support potential future production of separated heavy rare earth oxides on a commercial scale, thereby providing much-needed U.S.-produced heavy rare earth oxides. vi) Successful Production of First Kg of Dy On Aug. 21, 2025, the Company announced it had successfully completed production of its first kilogram of Dy oxide at pilot scale at the White Mesa Mill. The Company achieved a purity of 99.9% Dy, which is in excess of the 99.5% commercial specification. Energy Fuels believes it is the first U.S. company to both produce high-purity Dy oxide and publicly disclose actual production volumes and purities. Due to the ongoing success of this “heavy“ REE pilot project, the Company announced its intention to construct and commission commercial-scale Dy, Tb, and potentially other “heavy“ REE separation capacity at the Mill. vii) Dy qualified by Major South Korean Auto Manufacturer and Japanese Downstream Manufacturer On December 19, 2025, the Company announced that its high purity Dy oxide had passed all initial purity and QA/QC benchmarks of a major South Korean automotive manufacturer for downstream REPM production. Production of Dy oxide that meets stringent magnet specifications is yet another key milestone in the Company's critical materials strategy. On December 23, 2025, the Company's Dy oxide also passed initial qualification from a downstream manufacturer in Japan for Dy oxide to be used for production of DyFe (molten salt electrolysis).

  14. 1-year TSR (2025 Calendar Year)

    | NEO | Salary as of December 31, 2025 | Target Cash Bonus Percentage | Target Cash Bonus | STIP Performance Weighting | Actual Cash Bonus Earned in 2025 | | Mark S. Chalmers Former CEO | $646,314 | 85% | $549,367 | 116% | $635,892 | | Ross R. Bhappu(1) President and CEO | $550,000 | 85% | $467,500 | 116% | $220,900 | | David C. Frydenlund Executive VP and CLO | $463,920 | 70% | $324,744 | 116% | $375,891 | | Nathan R. Bennett CFO | $295,000 | 60% | $177,000 | 116% | $204,878 | | Timothy J. Carstens Executive VP, Heavy Mineral Sands(2)(3) | $486,580 | 60% | $291,948 | NA | NA |

  15. 1-year TSR (2025 Calendar Year)

    (1) Mr. Bhappu joined the Company as its President effective August 4, 2025 and his actual bonus earned was pro-rated based on his days employed with the Company in 2025. (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 was not paid a cash bonus for performance in 2025. (3) Mr. Carstens' salary is paid in AUD$, which has been converted to U.S. based on the AUD$/USD exchange rate at December 31, 2025 of 0.67. LTIP Goals and Performance The purpose of the LTIP 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 approves 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, subject to any adjustments deemed appropriate by the Compensation Committee) 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 2025, the LTIP also applied an overriding health and safety factor, which served to reduce or eliminate any equity awards otherwise payable if the Company failed to meet stipulated health and safety performance criteria. The Board also had the authority to vary from the LTIP as it deemed 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. 2025 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 ("EBITDA"), 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. For example, total shareholder return ("TSR") over a three-year period is considered to be a good long-term indicator for the Company because it reflects genuine Company performance relative to our industry peers over a period sufficiently long to standardize for short-term commodity price fluctuations, thereby giving investors meaningful metrics to utilize in determining how to value us going forward. The 2025 LTIP directed that performance goals and performance objectives be adjusted, as required, to reflect any Board-approved Budgeted items or Budget changes or Board directives during the Plan year. When evaluating performance, the Compensation Committee had the ability to interpolate within ranges (e.g., when a goal is 100 +/- 20%, the Committee could award an outcome such as 95 or 110) or between performance categories (e.g., award 125% of Plan) if it deemed such an interpolation to be the most appropriate outcome in the circumstances. Equity awards earned in 2025 were based on management's performance in 2025 relative to the 2025 STIP performance goals and were paid in February 2026. For 2025, the LTIP performance goals, which together comprise the 2025 total LTIP weighting, are set forth in the table below, followed by additional summary details:

  16. 1-year TSR (2025 Calendar Year)

    (1) Stock Price Performance will be determined by comparing the performance of the Company's total shareholder return (based on share price performance plus dividends declared) over the three-year period ending on December 31, 2025 to the performance of the following publicly listed companies over that time period: • Arafura Rare Earths Ltd. • Boss Energy Ltd. • Cameco Corp. • The Chemours Company • Deep Yellow Limited • Denison Mines Corp. • Eramet S.A. • Goviex Uranium Inc. • Iluka Resources Limited • Image Resources • Kenmare Resources plc • Lynas Rare Earth Ltd. • MP Materials Corp. • Neo Performance Materials • NexGen Energy Ltd. • Paladin Energy Limited • Peninsula Energy Ltd. • Rare Element Resources Ltd. • Texas Mineral Resources Corp. • Tronox Holdings Plc • Ucore Rare Metals Inc. • Uranium Energy Corp. • Ur-Energy Inc. which, as of the time of the 2025 LTIP's implementation, were considered to be publicly traded uranium, REE and HMS companies with comparable market caps to the Company. (2) For purposes of this performance goal "secure" means a signed term sheet, letter of intent ("LOI"), memorandum of understanding ("MOU"), exclusivity agreement, purchase order, bid award, definitive agreement or other evidence satisfactory to the Compensation Committee. a) TSR During the Three-Year Period Ending December 31, 2025 Relative to Other Publicly Traded Uranium, REE and HMS Companies with Comparable Market Caps To reach 150% of Plan on this performance goal, the Company must demonstrate that its total shareholder return ("TSR") during the three-year period ending December 31, 2025 is within the top 25% of the TSR of each of the above-listed publicly-traded uranium, REE and HMS companies. Stock Price Performance was determined by comparing the performance of the Company's TSR (based on share price performance plus dividends declared) over the three-year period ending on December 31, 2025 to the TSR of each of the above-referenced publicly listed companies over the same period. The TSR for each company was adjusted to take into account applicable foreign exchange rate changes. This methodology allowed for the comparison to properly account for TSR to investors on an even basis for all companies in the group. Of note, during 2025, Goviex was acquired by Trombador Iron Ltd. and ceased trading as Goviex. Following the acquisition, Trombador Iron Ltd. changed its name to Atomic Energy Ltd. Goviex was ultimately removed from the peer group for consideration, as it was not trading on December 31, 2025, its exclusion of which did not affect how the Company's three-year performance presented within the peer group, presented in the table on page 26. Based on this analysis, the Company's TSR during the three-year period ending December 31, 2025 ranked 5th out of 23 companies, thereby falling within the first quartile of the above-referenced companies. As a result, based on this peer group comparison, 150% of Plan was achieved, resulting in a weighting for this Performance Goal of 30%.

  17. b) Secure REE Offtake

    b) Secure REE Offtake To achieve 100% of Plan, this performance goal required the Company to achieve one of the following goals: (A) Qualify NdPr oxide (from Mill-produced NdPr oxide or oxalate) with one or more REE metal/alloy/magnet makers; or (B) secure offtake agreements with one or more REE offtakers. On September 9, 2025, the Company announced that high-purity NdPr oxide produced at its White Mesa Mill in Utah had been manufactured into commercial scale rare earth permanent magnets ("REPMs") by South Korea's largest manufacturer of drive unit motor cores (POSCO), pursuant to a previously announced MOU, and has passed all QA/QC benchmarks for use in electric vehicle drive unit motors sold to major automotive manufacturers. This included the successful manufacture of Energy Fuels' NdPr oxide into NdPr metal, neodymium-iron-boron (NdFeB) alloy sintered blocks (45H grade), and high-performance, high-temperature NdFeB REPMs. On December 19, 2025, the Company announced that its high purity Dy oxide had passed all initial purity and QA/QC benchmarks of a major South Korean automotive manufacturer for downstream REPM production. Production of Dy oxide that meets stringent magnet specifications is yet another key milestone in the Company's critical materials strategy. On December 23, 2025, the Company's Dy oxide also passed initial qualification from a downstream manufacturer in Japan for Dy oxide to be used for production of DyFe (molten salt electrolysis). As the Company has qualified NdPr oxide (from Mill-produced NdPr oxide or oxalate) with one or more REE metal/alloy/magnet makers in 2025, 100% of Plan was achieved, resulting in a weighting for this Performance Goal of 10%.

  18. h) Subjective Component

    h) 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 (20% of the total LTIP weighting at 100% of target). With respect to the subjective component, 135% of target was achieved by the Company, which resulted in a weighting of 27% for this performance goal, applied equally to all NEOs. In making this conclusion, the Compensation Committee considered the same 2025 Subjective Factors described under 2025 STIP Goals and Performance, above. As with the STIP, no health and safety factors were applied to reduce the LTIP performance determinations for 2025. Based on this analysis, the combined LTIP performance weighting for 2025 was an adjusted 117%. Accordingly, the equity awards granted to NEOs for their performance in 2025 were determined by the Compensation Committee at its January 2026 meeting to be 117% 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 2025 (these equity awards were granted in 2026 for performance in 2025 but are not included in NEO compensation for 2025 in this Proxy Statement because they were granted in 2026. They will be included in NEO compensation for 2026 in next year's Proxy Statement):

  19. h) Subjective Component

    | NEO | Salary as of December 31, 2025 | Target Equity Award Percentage | Target Equity Award ($ value of RSU grants) | LTIP Performance Weighting | Actual Equity Awarded for 2025 ($ value of RSU grants) | | Mark S. Chalmers Former CEO(1) | $646,314 | 120% | $775,577 | 117% | $907,425 | | Ross R. Bhappu President and CEO(2) | $550,000 | 120% | $660,000 | 117% | $772,200 | | David C. Frydenlund Executive VP and CLO | $463,920 | 100% | $463,920 | 117% | $542,786 | | Nathan R. Bennett CFO | $295,000 | 75% | $221,250 | 117% | $258,863 | | Timothy J. Carstens Executive VP, Heavy Mineral Sands(3) | $485,580 | 100% | Nil | NA | N/A |

  20. h) Subjective Component

    Notes: (1) Mr. Chalmers served as the Company's President and Chief Executive Officer through August 3, 2025. Effective August, 4, 2025 and concurrently with Mr. Bhappu's appointment to President, Mr. Chalmers continued as the Chief Executive Officer of the Company. Effective April 15, 2026, Mr. Chalmers retired and Mr. Bhappu was appointed to serve as the Company's President and CEO. This transition was consistent with the Company's previously announced succession plans. (2) Mr. Bhappu joined the Company as its President effective August 4, 2025, and was appointed to serve as the President and Chief Executive Officer of the Company effective April 15, 2026, concurrently with Mr. Chalmers' retirement. This transition was consistent with the Company's previously announced succession plans. (3) Mr. Carstens' employment with the Company terminated on December 31, 2025. Mr. Carstens made the decision to step down after determining, in consultation with the Company, that his role in its pre-acquisition form was no longer required for genuine operational reasons. Mr. Carstens originally joined the Company by way of its acquisition of Base Resources on October 2, 2024. Mr. Carstens' salary is paid in AUD$, which has been converted to USD based on the AUD$/USD exchange rate at December 31, 2025 of 0.67. 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. 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 Omnibus 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 Omnibus Plan, and all stock options previously granted pursuant to the 2013 Option Plan that were then outstanding were incorporated into the Omnibus Plan and treated as Awards under the Omnibus Plan. The Omnibus 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 2025, 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 2025. 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.

  21. 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.

  22. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Share- Based Awards ($)(1) | Option- Based Awards(2) | Non-Equity Incentive Plan Compensation | | Pension Value | All Other Compensation(4) | Total Compensation ($) | | | | | | | Annual Incentive Plans(3) | Long- Term Incentive Plans | | | | | Mark S. Chalmers Former CEO(5) | 2025 2024 2023 | 646,314 621,456 564,960 | 922,862 786,034 744,480 | 372,874 401,898 316,800 | 635,892 607,473 403,896 | Nil Nil Nil | Nil Nil Nil | 23,785 28,165 30,000 | 2,601,728 2,445,027 2,060,136 | | Ross R. Bhappu President and CEO(6) | 2025 | 224,520 | 1,458,000 | Nil | 220,900 | Nil | Nil | 10,271 | 1,913,691 | | David C. Frydenlund Executive VP and CLO | 2025 2024 2023 | 463,920 446,077 405,524 | 552,020 470,175 445,318 | 223,038 240,400 189,497 | 375,891 359,092 248,497 | Nil Nil Nil | Nil Nil Nil | 12,750 12,750 12,750 | 1,627,619 1,528,493 1,301,586 | | Nathan R. Bennett CFO | 2025 2024 2023 | 295,000 263,120 228,800 | 146,525 105,702 44,000 | 59,202 52,851 22,000 | 204,878 90,776 57,200 | Nil Nil Nil | Nil Nil Nil | 13,800 11,132 9,769 | 719,405 523,581 361,769 | | Timothy J. Carstens Executive VP, HMS(7) | 2025 2024 | 486,580 111,832 | 570,663 892,130 | 285,331 Nil | Nil 64,304 | Nil Nil | Nil Nil | 733,914 Nil | 2,076,488 1,068,266 |

  23. Summary Compensation Table

    (1) The share-based awards were comprised of RSUs, which were granted in 2023 for performance in 2022; in 2024 for performance in 2023; and in 2025 for performance in 2024. 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 2026 for performance in 2025 are not included in this table. See the "Equity Grants in 2025 for Performance in 2025" table below for RSUs granted in 2026 for performance in 2025. (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 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 90-calendar-day period. Further, notwithstanding the foregoing vesting schedule, none of the SARs granted in 2023 could 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. All such performance goals have been met and all corresponding SARs granted have vested. 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:

  24. Summary Compensation Table

    | Name | 2023 SARs Granted (#) | Maximum Fair Value ($) | | Mark S. Chalmers | 91,826 | 793,377 | | Ross R. Bhappu | Nil | Nil | | David C. Frydenlund | 54,926 | 474,561 | | Nathan R. Bennett | 6,376 | 55,089 | | Timothy J. Carstens | Nil | Nil |

  25. 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 2026 for performance in 2025 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-Omnibus 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 the first quarter 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. These amounts include a severance payment made to Mr. Carstens of $0.7 million. (5) Mr. Chalmers served as the Company's President and Chief Executive Officer through August 3, 2025. Effective August, 4, 2025 and concurrently with Mr. Bhappu's appointment to President, Mr. Chalmers continued as the Chief Executive Officer of the Company. Effective April 15, 2026, Mr. Chalmers retired and Mr. Bhappu was appointed to serve as the Company's President and CEO. This transition was consistent with the Company's previously announced succession plans. (6) Mr. Bhappu joined the Company as its President effective August 4, 2025, and was appointed to serve as the President and Chief Executive Officer of the Company effective April 15, 2026, concurrently with Mr. Chalmers' retirement. This transition was consistent with the Company's previously announced succession plans. Mr. Bhappu’s base salary for 2025 is his annual base salary of $550,000 pro-rated based on his days of employment with the Company in 2025. (7) Mr. Carstens' employment with the Company terminated on December 31, 2025. Mr. Carstens made the decision to step down after determining, in consultation with the Company, that his role in its pre-acquisition form was no longer required for genuine operational reasons. Mr. Carstens originally joined the Company by way of its acquisition of Base Resources on October 2, 2024.

  26. 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 (loss); and • net cash used in the Company's operating activities.

  27. 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 ($) | | | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | | | | 2025 | 2,601,728 | 9,092,731 | 1,584,301 | 4,181,340 | 341.31 | 220.73 | (86,111) | 89,480 | | 2024 | 2,445,027 | 1,173,130 | 1,011,421 | 747,315 | 120.42 | 147.44 | (47,841) | 43,973 | | 2023 | 2,060,136 | 1,056,571 | 1,175,670 | 891,365 | 168.78 | 174.83 | 99,756 | 15,409 | | 2022 | 2,747,850 | 1,484,907 | 686,862 | 427,754 | 145.77 | 148.64 | (59,944) | 49,702 | | 2021 | 1,252,750 | 5,793,092 | 421,088 | 1,275,744 | 179.11 | 180.61 | 1,448 | 29,294 | | 2020 | | | | | 100.00 | 100.00 | | |

  28. Pay Versus Performance

    Notes: (1) For the years 2025, 2024, 2023, 2022, and 2021, this is the total compensation, as depicted in the Summary Compensation Table below, for President and CEO, Mr. Chalmers. (2) For 2025, this is the average total compensation, as depicted in the Summary Compensation Table above, for the Company's NEOs other than Mr. Chalmers, being: Ross R. Bhappu, President and CEO, David C. Frydenlund, Executive VP and CLO, Nathan R. Bennett, CFO, and Timothy J. Carstens, Executive VP, Heavy Mineral Sands Operations. 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. (3) For 2025, the average total compensation includes a severance payment made to Mr. Carstens of $0.7 million. For 2023, the average total compensation includes a severance payment made to Mr. Uhrie of $1.1 million and a severance payment made to Mr. Brock of $1.1 million. (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, 2020, 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, 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, 2025, 2024, 2023, 2022, and 2021 (or the last trading day prior thereto) were $14.54, $5.13, $7.19, $6.21 and $7.63, 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:

  29. Pay Versus Performance

    | Year | Summary Compensation Total ($) | Deductions | | Additions | | Compensation Actually Paid ($) | | | | 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 ($) | Value of Service Cost and Prior Service Cost Attributable to the Executive Under the Pension Plan ($) | | | Principal Executive Officer(1) | | | | | | | | 2025 | 2,601,728 | 1,295,736 | Nil | 7,786,739 | Nil | 9,092,731 | | 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 | | Average for other NEOs(2) | | | | | | | | 2025 | 1,584,301 | 823,695 | Nil | 3,420,734 | Nil | 4,181,340 | | 2024 | 1,011,421 | 538,154 | Nil | 274,048 | Nil | 747,315 | | 2023 | 1,175,670(3) | 351,311 | Nil | 67,006 | Nil | 891,365(3) | | 2022 | 686,862 | 349,708 | Nil | 90,600 | Nil | 427,754 | | 2021 | 421,088 | 123,521 | Nil | 978,177 | Nil | 1,275,744 |

  30. Pay Versus Performance

    (1) For 2025, the Fair-Value of Stock Awards as Determined in Accordance with the SEC’s CAP Methodology for the Principal Executive Officer was calculated as $3,330,660 for awards granted during the year that remain unvested, plus an increase of $4,452,002 for changes in the fair value for awards granted in prior years that remain unvested, plus an increase of $4,077 for RSU awards that vested during the year due to an increase in the share price from $5.13 on December 31, 2024 to the vested share price of $5.17 on January 27, 2025, totaling a net increase for the Fair-Value of Stock Awards as Determined in Accordance with the SEC’s CAP Methodology during 2025 of $7,786,739. The CAP to the Principal Executive Officer in 2025 using the SEC’s CAP methodology was then calculated as the Principal Executive Officer’s Total Compensation for 2025 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 CAP to the Principal Executive Officer in 2025 of $9,092,731. 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 $11,964 for RSU awards that vested during the year due to an increase in the share price from $5.13 on December 31, 2024 to the vested share price of $7.30 on January 27, 2024, totaling a net decrease amount for the Fair-Value of Stock Awards as Determined in Accordance with the SEC’s CAP Methodology during 2024 of $83,964. The CAP 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 CAP 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 a decrease in the share price from $7.19 on December 31, 2023 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 CAP 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 $6.21 on December 31, 2022 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 CAP 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 CAP 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 CAP to the Principal Executive Officer using this methodology of $5,793,092 for 2021.

  31. Pay Versus Performance

    (2) For 2025, 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 $1,840,287 for awards granted during the year that remain unvested, less an increase of $1,113,346 for changes in the fair value for awards granted in prior years that remain unvested, plus an increase of $467,102 for RSU awards that vested during the year. The increase was primarily due to Mr. Carstens' RSUs due to an increase in the share price from $5.13 on December 31, 2024 to the vested share price of $16.82 on October 2, 2025. The total average increase in the Fair-Value of stock awards was $3,420,734, resulting in CAP to the average of other NEOs using this methodology of $4,181,340 for 2025. 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 CAP 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 CAP 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 CAP to the average of other NEOs using this methodology of $1,275,744 for 2021. (3) 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. 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, 2025. 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.

  32. 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% |

  33. Pay Versus Performance

    | Grant Year | 2022 | | | | | Measurement Date | 12/31/2022 | 12/31/2023 | 12/31/2024 | 12/31/2025 | | Risk-free interest rate | 4.1% | 4.0% | 4.3% | 3.6% | | Expected term (in years) | 4.1 | 3.1 | 2.1 | 1.1 | | Expected volatility | 82.5% | 57.5% | 62.5% | 87.5% | | Dividend yield | -% | -% | -% | -% |

  34. Pay Versus Performance

    | Grant Year | 2023 | | | | Measurement Date | 12/31/2023 | 12/31/2024 | 12/31/2025 | | Risk-free interest rate | 4.0% | 4.3% | 3.5% | | Expected term (in years) | 3.1 | 2.1 | 2.1 | | Expected volatility | 57.5% | 62.5% | 90.0% | | Dividend yield | -% | -% | -% |

  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 | 12/31/2025 | | Risk-free interest rate | 4.3% | 3.5% | | Expected term (in years) | 2.5 | 1.7 | | Expected volatility | 56.1% | 75.3% | | Dividend yield | -% | -% |

  37. Pay Versus Performance

    | Grant Year | 2025 | | Measurement Date | 12/31/2025 | | Risk-free interest rate | 3.6% | | Expected term (in years) | 2.3 | | Expected volatility | 68.3% | | Dividend yield | -% |

  38. 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, 2025, 2024, 2023, 2022 and 2021. 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, 2020 through December 31, 2025, the Company's increase in TSR was 241.31% (an increase from $100.00 to $341.31 over that time period) compared to an increase of 120.73% (an increase from $100.00 to $220.73) for the Company's uranium peers. The Company's stronger performance relative to the peers 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 241.31% 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 2025 compared to 2024. 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 2025 Subjective Factors described under 2025 STIP Goals and Performance, above. Relationship Between Executive Compensation Actually Paid and Net Income Over the Last Five Years The Company is in industries that are heavily dependent on the prices of uranium, REEs, HMS and vanadium. When these commodity prices are high, development, extraction, production and related operations have the potential to be in full swing. However, when these commodity prices are low, operations and other development activities may be curtailed, and properties and facilities may be placed on standby or even 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 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 may face negative cash flows and losses and are often tasked with minimizing those negative cash flows 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, all while continuing to grow and diversify their asset bases. As a result of this heavy reliance on commodity prices and large fluctuations in cash flows and income and losses, common 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 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. As a result, the Company’s STIP and LTIP contain 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 how well management manages the Company’s annual cash flows within budget while achieving the budgeted initiatives. Accordingly, net cash used in operating activities is the most meaningful financial metric. Performance Measures 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 2025, Messrs. Chalmers, Bhappu, Frydenlund, 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 2025. Included in the table below are the most important performance measures used to link CAP to Company performance, by NEO, for the year ended December 31, 2025.

  39. Pay Versus Performance

    | NEO | 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 2025(6) | Company obtains specified permitting milestones(7) | Company satisfies specified milestones for Mining Activities(8) | | Mark S. Chalmers | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Ross R. Bhappu | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | David C. Frydenlund | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Nathan R. Bennett | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Timothy J. Carstens | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ |

  40. Pay Versus Performance

    Notes: (1) For more on this performance measure, refer to the Performance Graph "Comparison of 5-Year Cumulative Total Return" and 2025 LTIP Goals and Performance, "Total Shareholder Return Performance," above. (2) For more on this performance measure, refer to 2025 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 2025 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 2025 STIP Goals and Performance, "ESG Goal: Advance REE Initiative" and "ESG Goal: Advance South Bahia Project," 2025 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 2025 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 2025 LTIP Goals and Performance, "Secure Additional Activities that are Expected to Result in a Net Cash Increment to the Company Beyond 2025" and the STIP and LTIP subjective component, "Uranium Sales," above. (7) For more on this performance measure, refer to 2025 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 2025 STIP Goals and Performance, "Uranium Mining and Production," "Advance Development at Nichols Ranch," 2025 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 2026 for Performance in 2025 Under the Company's LTIP and standard corporate practices, equity awards were made in January 2026 for performance during 2025, based on satisfaction of the various performance goals set out in the LTIP for 2025 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 2026 for performance in 2025 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 Former CEO | $907,425 | $387,789 | | Ross R. Bhappu President and CEO | $772,200 | $330,000 | | David C. Frydenlund Executive VP and CLO | $542,786 | $231,960 | | Nathan R. Bennett CFO | $258,863 | $110,625 | | Timothy J. Carstens(3) Executive VP, Heavy Mineral Sands | Nil | Nil |

  42. Pay Versus Performance

    Notes: (1) The share-based awards were comprised of RSUs, which were granted in 2026 for performance in 2025, 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 2026 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 2026 for performance in 2025, and which will appear in the Summary Compensation Table in the Proxy Statement filed in 2027 as compensation for 2026. Each Performance-Based Option granted in 2026 for performance in 2025, 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 $10.30/Performance-Based Option, was calculated using the Black Scholes valuation model. The Performance Based Options granted in 2026 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. (3) Mr. Carstens' employment with the Company terminated on December 31, 2025. Mr. Carstens made the decision to step down after determining, in consultation with the Company, that his role in its pre-acquisition form was no longer required for genuine operational reasons. Mr. Carstens originally joined the Company by way of its acquisition of Base Resources on October 2, 2024.

  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 2025, the median of the annual total compensation (comprised of the 2025 base salary, 2025 equity granted, and 2025 cash bonus earned) of all employees of the Company and its consolidated subsidiaries (inclusive of all Company jurisdictions, including the U.S., Canada, Brazil, Australia, Kenya and Madagascar), excluding the CEO was $23,000. The annual total compensation of Mark Chalmers, the CEO, was $2,601,728 for 2025, which is the amount reported for Mr. Chalmers in the “Total Compensation” column of the Summary Compensation Table, above. As a result, for 2025, 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 113 to 1. For 2025, the median of the annual total compensation (comprised of the 2025 base salary, 2025 equity granted and 2025 cash bonus earned) of all of the Company’s U.S.-based employees was approximately $75,000. As a result, for 2025, the ratio of annual total compensation of our CEO, to the median of annual total compensation of all of the Company’s U.S.-based employees, other than the CEO, was approximately 35 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, as of December 31, 2025, which concluded the last pay period for the 2025 fiscal year. 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 2025 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, 2025: (a) all grants of plan-based equity awards made to NEOs in 2025 (whether or not earned in that year); (b) the number of Options held by NEOs that were exercised in 2025 and the number of Common Share-based awards held by NEOs that vested in 2025; (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, 2025; and (d) all grants of cash-based awards/bonuses earned by NEOs in 2025 (whether or not made in that year). Grants of Plan-Based Awards(5)

  45. Incentive Plan Awards

    | Name | Grant Date | Award Type | 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 underlying options (#) | Exercise or base price of option awards (#/Sh) | Grant date fair value of stock and option awards ($) | | | | | Threshold ($) | Target ($) | Max ($) | Threshold ($) | Target ($) | Max ($) | | | | | | Mark S. Chalmers | 1/29/2025 1/29/2025 | Cash(1) RSU(2) Performance-Based Option(3) | - - - | 549,367 - - | 824,051 - - | - - - | - 775,577 - | - 1,163,366 - | - - - | - - 162,550 | - - 6.11 | - 922,862 372,874 | | Ross R. Bhappu | 8/5/2025 | Cash(1) RSU(2) | - - | 467,500 - | 701,250 - | - - | - 660,000 | - 990,000 | - - | - - | - - | - 1,458,000 | | David C. Frydenlund | 1/29/2025 1/29/2025 | Cash(1) RSU(2) Performance-Based Option(3) | - - - | 324,744 - - | 487,116 - - | - - - | - 463,920 - | - 695,880 - | - - - | - - 97,231 | - - 6.11 | - 522,020 223,038 | | Nathan R. Bennett | 1/29/2025 1/29/2025 | Cash(1) RSU(2) Performance-Based Option(3) | - - - | 177,000 - - | 265,500 - - | - - - | - 221,250 - | - 331,875 - | - - - | - - 25,808 | - - 6.11 | - 146,525 59,202 | | Timothy J. Carstens(4) | 1/29/2025 1/29/2025 | Cash(1) RSU(2) Performance-Based Option(3) | - - - | - - - | - - - | - - - | - - - | - - - | - - - | - - 124,386 | - - 6.11 | - 570,663 285,331 |

  46. Incentive Plan Awards

    Notes: (1) Annual Incentive Awards for Fiscal 2025 Performance: Cash, includes the potential range of 2025 annual incentive awards as described in the Compensation Discussion and Analysis. The actual amount earned for fiscal 2025 performance is reported under the "Non-Omnibus 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 2025, based on an RSU grant price of $5.56 per RSU and on 2024 performance, under the Company's LTIP as described in the Compensation Discussion and Analysis. The actual value of RSUs granted in fiscal 2025, based on 2024 performance, is reported under the Share Based Awards column in the Summary Compensation Table. RSUs granted in 2025 for performance in 2026 are reported under the Equity Grants in 2025 for Performance in the table, above. Mr. Bhappu's RSUs were granted effective August 5, 2025 and were based on an RSU grant price of $9.72 per share, being the greater of the volume-weighted average price of the Company's Common Shares on the NYSE.A for the five trading days ending on August 4, 2025 and the closing price of the Company's Common Shares on the NYSE.A on August 4, 2025. (3) All other Option Awards: Performance-Based Options, discretionary and not subject to the Company's STIP or LTIP. Performance-Based Options granted in 2025 were for performance in 2024. (4) Mr. Carstens' employment with the Company terminated on December 31, 2025. Mr. Carstens made the decision to step down after determining, in consultation with the Company, that his role in its pre-acquisition form was no longer required for genuine operational reasons. Mr. Carstens originally joined the Company by way of its acquisition of Base Resources on October 2, 2024. Option Exercises and Stock Vested

  47. Incentive Plan Awards

    | | | Option Awards | | Stock Awards | | | Name | Award Type | 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 | - | - | 101,918 | 526,916 | | David C. Frydenlund | RSUs | - | - | 58,217 | 300,982 | | Nathan R. Bennett | RSUs | - | - | 10,609 | 54,849 | | Timothy J. Carstens(3) | RSUs | - | - | 159,594 | 2,684,371 |

  48. Incentive Plan Awards

    Notes: (1) The value realized on the vesting of RSUs is the number of RSUs vested multiplied by the closing market price of the underlying Common Shares on the vesting date, which for Messrs. Chalmers, Frydenlund, and Bennett was $5.17 and for Mr. Carstens was $16.82. (2) Represents totals prior to applicable tax withholding adjustments. (3) Mr. Carstens' employment with the Company terminated on December 31, 2025. Mr. Carstens made the decision to step down after determining, in consultation with the Company, that his role in its pre-acquisition form was no longer required for genuine operational reasons. Mr. Carstens originally joined the Company by way of its acquisition of Base Resources on October 2, 2024. Outstanding Share-Based Awards and Option-Based Awards

  49. Incentive Plan Awards

    | | Option-Based Awards | | | | | Share-Based Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Number of Securities Underlying Unexercised Unearned Options (#)(1) | Option Exercise Price(1) | Option Expiration 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 Unearned Share- Based Awards that Have Not Vested (#) | Market or Payout Value of Share- Based Awards that Have Not Vested | | Mark S. Chalmers | Nil 10,985 47,059 91,826 361,111 | Nil Nil Nil Nil Nil | 162,550 10,985 47,059 Nil Nil | 6.11 7.25 8.23 7.36 6.47 | 1/28/2030 12/11/2029 1/24/2029 1/25/2028 1/24/2027 | 245,008 - - - - | 515,632 - - - - | Nil - - - - | Nil - - - - | | Ross R. Bhappu | Nil | Nil | Nil | Nil | Nil | 150,000 | 2,181,000 | Nil | Nil | | David C. Frydenlund | Nil 6,571 28,148 54,926 180,555 | Nil Nil Nil Nil Nil | 97,231 6,571 28,149 Nil Nil | 6.11 7.25 8.23 7.36 6.47 | 1/28/2030 12/11/2029 1/24/2029 1/25/2028 1/24/2027 | 146,555 - - - - | 2,130,910 - - - - | Nil - - - - | Nil - - - - | | Nathan R. Bennett | Nil 5,232 3,176 6,376 | Nil Nil Nil Nil | 25,808 5,233 3,176 Nil | 6.11 7.25 8.23 7.36 | 1/28/2030 12/11/2029 1/24/2029 1/25/2028 | 35,463 - - - | 515,632 - - - | Nil - - - | Nil - - - | | Timothy J. Carstens(5) | Nil | Nil | 124,386 | 6.11 | 4/29/2026 | 102,673 | 1,492,865 | Nil | Nil |

  50. Incentive Plan Awards

    (1) The number of securities listed in column 2 is comprised of 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. 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. Both the 2022 and 2023 SARs vested during the the year ended December 31, 2025. 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, December 12, 2024 with an exercise price of $7.25, and January 29, 2025 with an exercise price of $6.11. As of December 31, 2025, 50% of the Performance-Based Options granted on January 25, 2024 and December 12, 2024 had vested. (2) While the January 2026 grants of Performance-Based Options discussed above were earned in 2025, they had not yet been awarded as of December 31, 2025 and, as such, the 2026 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, 2025 were comprised of RSUs, which were granted during 2023, 2024 and 2025. 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, 2025 multiplied by the closing price of the Common Shares on the NYSE American as of December 31, 2025, which was $14.54. (5) Mr. Carstens' employment with the Company terminated on December 31, 2025. Mr. Carstens made the decision to step down after determining, in consultation with the Company, that his role in its pre-acquisition form was no longer required for genuine operational reasons. Mr. Carstens originally joined the Company by way of its acquisition of Base Resources on October 2, 2024.

  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 | $3,950,499 | $526,916 | $635,892 | | Ross R. Bhappu | Nil | Nil | $220,900 | | David C. Frydenlund | $2,076,964 | $300,982 | $375,891 | | Nathan R. Bennett | $103,962 | $54,849 | $204,878 | | Timothy J. Carstens(4) | Nil | $2,684,371 | Nil |

  53. Incentive Plan Awards - Value Vested or Earned

    Notes: (1) These values are calculated as the number of SARs and Performance-Based Options that vested in 2025 multiplied by the closing price of the Common Shares on the NYSE American as of December 31, 2025, being the last trading day of the year, of $14.54 per Common Share, less the cost of the SARs and Performance-Based Options, respectively. (2) These values are calculated as the number of RSUs that vested in 2025 multiplied by the closing price of the Common Shares on the NYSE American as of December 31, 2025, being the last trading day of the year, of $14.54 per Common Share. (3) These values constitute the cash bonuses earned in 2025 and paid in February 2026. (4) Mr. Carstens' employment with the Company terminated on December 31, 2025. Mr. Carstens made the decision to step down after determining, in consultation with the Company, that his role in its pre-acquisition form was no longer required for genuine operational reasons. Mr. Carstens originally joined the Company by way of its acquisition of Base Resources on October 2, 2024.

  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, except for 150,000 RSUs granted to Mr. Bhappu as a sign-on equity award, effective as of August 5, 2025, and corresponding to his August 4, 2025 effective date of employment with the Company.

  55. Employment Agreements and Termination and Change of Control Benefits

    Employment Agreements and Termination and Change of Control Benefits The Company has employment agreements with each of its NEOs, which were 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. The specific terms of the NEOs' respective employment agreements are as follows: Mark S. Chalmers Mr. Chalmers retired from his position as CEO and a Director of the Company effective as of his "Planned Retirement Date" of April 15, 2026 (as of such date, the "Chalmers Retirement Date"). His retirement was in accordance with the Company's previously announced succession plans and as set forth in his amended employment agreement dated April 10, 2024 (the "Chalmers Agreement"). The Chalmers Agreement included a succession obligation, which required that Mr. Chalmers work toward securing a replacement CEO (the "Replacement CEO") in concert with, and acceptable to, the Board. The Replacement CEO was required to 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 approved) and was to be appointed as CEO of the Company upon Mr. Chalmers’s retirement. Mr. Chalmers successfully satisfied his succession obligation by way of the Board’s appointment of Mr. Bhappu as President of the Company effective August 4, 2025 and, as discussed further below, the Board’s April 15, 2026 appointment of Mr. Bhappu as the President and CEO, effective April 15, 2026, concurrently with Mr. Chalmers’ retirement on the Chalmers Retirement Date. The Chalmers Agreement also specified that, upon his termination of employment, Mr. Chalmers and his dependents may be eligible for continuation coverage of health insurance under COBRA, in which case the Company would 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 that equates to just under a period of three years. The reimbursement is to be to Mr. Chalmers or his dependents directly and 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. The Chalmers Agreement further provided that 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. Having satisfied the above succession obligation and having retired on his Planned Retirement Date, Mr. Chalmers has now received, or is in the process of receiving: (A) 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) a $1,050,252 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) an additional $1,050,252 succession bonus in cash on the Chalmers Retirement Date in consideration of his successful satisfaction of his succession obligation, as detailed above; (D) the ability to immediately exercise, and continue to exercise 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, all of his previously granted, unvested and unexpired stock options, which automatically vested and became immediately exercisable as of the Chalmers Retirement Date; (E) 148,149 Common Shares of the Company in settlement of all of Mr. Chalmers’s previously granted, unvested RSUs, which automatically vested as of the Chalmers Retirement Date; (F) the continued ability to exercise all of Mr. Chalmers’s previously granted and available SARs, which are exercisable during the 270-calendar day period following the later of (i) the Chalmers Retirement Date 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, all of which had been met as of his retirement date; (G) a grant of $1,050,252 worth of RSUs on the Chalmers Retirement Date, which vest as to 50% one year after the Chalmers Retirement Date and the remainder two years after the Chalmers Retirement Date, in consideration of the non-competition provisions of the Chalmers Agreement and his consulting agreement, as detailed below; and (H) continued eligibility to receive the full STIP and LTIP awards granted in 2026, being the year of the Chalmers Retirement Date, in the ordinary course, with no proration for the duration of his employment in that year. The retirement elements discussed in (B), (C) and (G), above, were 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.

  56. Employment Agreements and Termination and Change of Control Benefits

    Finally, as contemplated in the Chalmers Agreement, Mr. Chalmers and the Company have entered into an agreement for Mr. Chalmers to provide consulting services, effective as of April 16, 2026, making Mr. Chalmers available exclusively for two years to support, as required, Mr. Bhappu and others in the Company with current and future growth initiatives. Pursuant to the consulting agreement, Mr. Chalmers has agreed 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 guarantees to pay Mr. Chalmers for a minimum of ten (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 is 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 is additionally 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 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 total amount paid to Mr. Chalmers as of the Chalmers Retirement Date, in consideration of Mr. Chalmers’ commitments as described above, were cash payments totaling $2,100,503, an RSU grant having a value of $1,050,252, plus the value attributable to the accelerated vesting of previously issued RSUs payable in Common Shares of the Company of $3,111,129, totaling $6,261,884. The Bhappu Agreement (as defined below), including base salary and other material provisions, is in the process of being renegotiated between Mr. Bhappu and the Board in connection with Mr. Bhappu’s recent promotion to President and CEO and a Director of the Board, effective April 15, 2026. As previously announced by the Company, on July 30, 2025, the Company entered into an employment agreement with Mr. Bhappu (the “Bhappu Agreement”) pursuant to which Mr. Bhappu commenced employment with the Company on August 4, 2025. Effective April 15, 2026, Mr. Bhappu was appointed by the Board to serve as the Company’s President and CEO and a Director, concurrent with Mr. Chalmers’ retirement as CEO and a Director of the Company, consistent with the Company’s previously announced succession plans and his employment agreement. In conjunction with Mr. Bhappu’s appointment, The Bhappu Agreement has a term ending on the second anniversary of the Effective Date (the “Initial Expiration Date”). If neither the Company nor Mr. Bhappu provides written notice of intent not to renew the Bhappu Agreement by ninety (90) days prior to the Initial Expiration Date, the Bhappu Agreement will be automatically renewed for twelve (12) additional months, and if neither Company nor Mr. Bhappu provides written notice of intent not to renew the Bhappu Agreement prior to ninety (90) days before the end of such additional 12-month period, the Bhappu Agreement will continue to be automatically renewed for successive additional 12-month periods until such time as either the Company or Mr. Bhappu provides written notice of intent not to renew prior to ninety (90) days before the end of any such renewal period. Mr. Bhappu is currently paid an annual base salary of $574,750 (the “Bhappu Base Salary”), subject to review and increase at the discretion of the Company. In addition, Mr. Bhappu has a cash bonus opportunity during each calendar year with a target equal to 85% of his base salary (the “Bhappu Target Cash Bonus”), and an equity award opportunity during each calendar year with a target value equal to 120% of his base salary (the “Bhappu Target Equity Award”). Mr. Bhappu is also entitled to receive benefits such as health insurance, vacation, use of a Company vehicle and other benefits consistent with the Company’s benefit plans to the same extent as other employees of the Company of a similar position or level. Upon Mr. Bhappu’s effective employment with the Company on August 4, 2025, he was granted a sign-on equity award of 150,000 RSUs with a full value at the time of grant of $1,458,000, which will vest in equal installments on the first three anniversaries of the date of grant, subject to his continued employment with the Company through each applicable vesting date. This sign-on award was intended to create immediate alignment between Mr. Bhappu and the Company’s shareholders, as well as its other NEOs, while incentivizing retention. Pursuant to the Bhappu Agreement, Mr. Bhappu will act as President of the Company and was to be considered for appointment to the role of CEO of the Company by no later than April 30, 2026, subject to approval by the Board and Mr. Bhappu’s satisfaction, as determined by the Board in its sole discretion, of performance targets established by the Board in consultation with Mr. Bhappu. The Board, having concluded that Mr. Bhappu satisfied all such performance targets set for him by the Compensation Committee, appointed Mr. Bhappu as President and CEO of the Company and as a Director of the Board effective April 15, 2026, concurrent with Mr. Chalmers’ retirement. Mr. Bhappu 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. Bhappu has a cash bonus opportunity during each calendar year with a target equal to 85% (the “Bhappu Target Cash Bonus Percentage”) of his Base Salary (the “Bhappu 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 “Bhappu Target Equity Award Percentage”) of his Base Salary (the “Bhappu Target Equity Award”), in accordance with the Company’s LTIP.

  57. Employment Agreements and Termination and Change of Control Benefits

    The Company may terminate the Bhappu Agreement for just cause, without just cause or in the event of disability. Mr. Bhappu may terminate his employment without “Good Reason” upon 30 days’ prior written notice given to the Company or 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 Bhappu 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. In the event Mr. Bhappu’s employment is terminated by the Company without Just Cause or upon a Disability, or Mr. Bhappu 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 sum of the Bhappu Base Salary and the Bhappu Target Cash Bonus for the full year in which the date of termination occurs, plus all Accrued Obligations, less required withholdings (as the case may be, the “Bhappu Severance Factor”). The estimated amount payable to Mr. Bhappu in the case of such a termination, assuming that the termination took place on December 31, 2025, would be a cash payment in the amount of $3,042,325. If Mr. Bhappu’s employment is terminated without just cause or for a disability, or Mr. Bhappu elects to resign for good reason, or Mr. Bhappu 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 Bhappu 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. Bhappu 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. Bhappu 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. Bhappu 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. Bhappu 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. Bhappu 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 Bhappu Severance Factor (i.e., just under a period of three (3) years). The reimbursement will be to Mr. Bhappu or his dependents directly and will be grossed up so that there is no negative tax impact to Mr. Bhappu 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. Bhappu 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. Bhappu’s employment is terminated and/or the successor entity does not assume and agree to perform all of the Company’s obligations under the Bhappu Agreement (i.e., a double triggering event), then Mr. Bhappu’s employment will be deemed to have been terminated without just cause and Mr. Bhappu 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. Bhappu’s employment is deemed terminated without just cause or, within 12 months after a change of control, Mr. Bhappu’s employment is terminated without just cause or by reason of disability, or Mr. Bhappu elects to resign for good reason, then all of Mr. Bhappu’s unvested RSUs will automatically vest and be settled, all of Mr. Bhappu’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 any SARs acquired by Mr. Bhappu shall vest as set forth in the applicable award agreement. The estimated Severance Amount payable to Mr. Bhappu in the case of termination upon a change of control would be a cash payment in the amount of $3,042,325, plus the value attributable to the accelerated vesting of previously issued RSUs payable in Common Shares of the Company of $2,181,000, totaling $5,223,325, assuming that the triggering event took place on December 31, 2025 (pursuant to the current Bhappu Agreement but based on his base salary as of December 31, 2025 of $550,000). The Bhappu 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. Bhappu’s average annual compensation from the Company for the five years preceding the year of the change of control). Mr. Bhappu is also subject to a Confidentiality and Non-Solicitation Agreement. David C. Frydenlund As disclosed in last year's Proxy Statement, 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 an amended employment agreement with Frydenlund (the "Frydenlund Agreement") under which he agreed to defer his retirement until a "Planned Retirement Date" of October 15, 2026, and committed to: identifying and transitioning a qualified successor to his position; entering into non-solicitation and non-compete provisions and committing to a post-retirement consulting arrangement with the Company to further ensure an adequate transition. The primary aim in renegotiating Mr. Frydenlund's employment agreements were the incentivization of retention beyond his planned retirement, the achievement of key succession milestones for his role 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 this key executive role without the loss of Mr. Frydenlund's extensive institutional and industry knowledge, having reached retirement age with expertise attractive to others in the industry.

  58. Employment Agreements and Termination and Change of Control Benefits

    The Frydenlund Agreement 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 $484,796 (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 (noting that Mr. Frydenlund ceased acting as Corporate Secretary in December 2025 as a part of his succession plan). 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, 2025, would be a cash payment in the amount of the Frydenlund Severance Amount of $1,577,327 (pursuant to Mr. Frydenlund’s current employment agreement but assuming his base salary as of December 31, 2025 of $463,920). 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 $1,577,327, plus the value attributable to the accelerated vesting of previously issued RSUs payable in Common Shares of the Company of $2,130,910, totaling $3,708,237, assuming that the triggering event took place on December 31, 2025 (pursuant to the current Frydenlund Agreement but assuming his base salary as of December 31, 2025 of $463,920). 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 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 $2,130,910, totaling $3,708,237, assuming that the retirement took place on December 31, 2025 (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. Nathan R. Bennett Mr. Bennett’s employment agreement (the “Bennett Agreement”), effective July 10, 2025, 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 Bennett Agreement, Mr. Bennett is currently paid an annual salary of $308,275 (the “Bennett Base Salary”), subject to review and increase at the discretion of the Company. Pursuant to the Bennett Agreement, Mr. Bennett will act as Chief Financial Officer of the Company. Mr. Bennett 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. Bennett has a cash bonus opportunity during each calendar year with a target equal to 60% (the "Bennett Target Cash Bonus Percentage") of his Base Salary (the "Bennett 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 "Bennett Target Equity Award Percentage") of his Base Salary (the "Bennett Target Equity Award"), in accordance with the Company's LTIP. The Company may terminate the Bennett Agreement for just cause, without just cause or in the event of disability. Mr. Bennett 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 Bennett 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. In the event Mr. Bennett’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 Bennett Agreement, or Mr. Bennett elects to resign for good reason, or upon his death, he or his estate will be entitled to severance pay (the “Bennett Severance Amount”) equal to 2.0 (the “Bennett Severance Factor”) times the sum of the Bennett Base Salary for the full year in which the date of termination occurs and an amount equal to the greater of: (A) the Bennett Severance Factor multiplied by the highest total aggregate cash bonus paid to Mr. Bennett in any one of the last three years or the year in which Mr. Bennett’s termination occurs; or (B) fifteen percent of the Bennett Base Salary in effect at the time of such termination. The estimated Bennett Severance Amount payable to Mr. Bennett in the case of such a termination, assuming that the termination took place on December 31, 2025, would be a cash payment in the amount of $944,000 (pursuant to Mr. Bennett’s current employment agreement but assuming his base salary as of December 31, 2025 of $295,000). Further, in the event of a change of control, Mr. Bennett’s employment is terminated and/or the successor entity does not assume and agree to perform all of the Company’s obligations under the Bennett Agreement, then Mr. Bennett’s employment will be deemed to have been terminated without just cause and Mr. Bennett will be entitled to receive the same Bennett Severance Amount as described above for a termination without just cause under the normal course. In addition, if Mr. Bennett’s employment is terminated without just cause or for a disability, or Mr. Bennett elects to resign for good reason, within 12 months after a change of control, then, in addition to the payment of the Bennett Severance Amount described above, all of Mr. Bennett’s unvested RSUs will automatically vest, all of Mr. Bennett’s unvested stock options will automatically vest and will be exercisable during the 90-calendar day period following termination, and Mr. Bennett’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. Bennett in the case of termination upon a change of control would be a cash payment in the amount of $944,000, plus the value attributable to the accelerated vesting of previously issued RSUs payable in Common Shares of the Company of $515,632, totaling $1,459,632, assuming that the triggering event took place on December 31, 2025 (pursuant to the current Bennett Agreement, but assuming his base salary as of December 31, 2025 of $295,000). The Bennett 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. Bennett's average annual compensation from the Company for the five years preceding the year of the change of control). Mr. Bennett is subject to non-solicitation provisions during the term of the Bennett Agreement and for a period of 12-months after termination, under which Mr. Bennett 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. Bennett 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. Timothy J. Carstens As previously announced, on August 27, 2025, the Company and its wholly owned subsidiary Base Resources entered into a Separation and Release Deed ("Separation Deed") with Timothy J. Carstens, former Executive Vice President, Heavy Mineral Sands Operations of the Company and former Managing Director of Base Resources, pursuant to which the parties agree that Mr. Carstens' employment with the Company would terminate on December 31, 2025 ("Separation"). Mr. Carstens made the decision to step down after determining, in consultation with the Company, that his role in its pre-acquisition form is no longer required for genuine operational reasons. Up to Separation, Mr. Carstens continued to receive his ordinary salary and to accrue annual leave and long service leave and remained subject to a number of ongoing obligations owed to the Company, including supporting a smooth transition, consistent with his fiduciary duties. The Separation Deed permitted the Company to limit Mr. Carstens' work and engagement on Company matters, as desired, and provided for earlier Separation in limited circumstances. At Separation, Mr. Carstens was entitled to, and did thereafter receive, the following "Termination Entitlements," subject to tax withholding and superannuation fund obligations, including: 1. six (6) months' salary in lieu of notice; 2. twelve (12) weeks' salary as a redundancy payment; 3. any salary and superannuation contributions outstanding as at Separation; 4. an amount equal to the cash bonus that would have been received for performance in 2025 under the Company's STIP, calculated as his "target" of base salary, being 50% of his annual base salary for a total of A$363,120; and 5. a gross sum for any unused annual leave or long service leave accrued as at Separation.

  61. Employment Agreements and Termination and Change of Control Benefits

    Separation occurred, as planned, on December 31, 2025, at which time the amount paid to Mr. Carstens included a cash payment in the amount of A$1,095,395, or $733,915 calculated using an exchange rate of A$1.00 to US$0.67 as of December 31, 2025. Also at Separation, and in accordance with the Company's Omnibus Equity Incentive Compensation Plan (the "Omnibus Plan"), all unvested RSUs and Performance-Based Options then held by Mr. Carstens did not terminate or expire on December 31, 2025, but instead had their termination or expiry dates waived and amended to January 31, 2026, allowing Mr. Carstens' existing RSU equity grants to vest as to 50% on January 27, 2026 and his existing Performance-Based Option grants to vest as to 50% on January 29, 2026 according to their original award agreement terms. On January 31, 2026, all remaining unvested RSUs and unvested Performance-Based Options held expired and were immediately forfeited to the Company. The post-Separation exercise period of three months applicable to Mr. Carstens' Performance-Based Options was amended to commence from January 29, 2026 (being the last applicable vesting date) and will expire on April 29, 2026 as of market close on the NYSE American. Mr. Carstens was not be entitled to receive any new equity grants under the Company's LTIP in January 2026 or otherwise for performance in 2025.

  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 2025.

  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 Compensation | Total | | J. Birks Bovaird(6) | 146,494 | 95,857 | Nil | Nil | Nil | Nil | Nil | 242,351 | | Benjamin Eshleman III(6) | 120,000 | 73,326 | Nil | Nil | Nil | Nil | Nil | 193,326 | | Ivy V. Estabrooke(4) | 62,160 | 655,498 | Nil | Nil | Nil | Nil | Nil | 717,658 | | Barbara A. Filas(6) | 120,000 | 73,326 | Nil | Nil | Nil | Nil | Nil | 193,326 | | Bruce D. Hansen | 105,489 | 67,401 | Nil | Nil | Nil | Nil | Nil | 172,890 | | Jaqueline Herrera | 76,046 | 60,437 | Nil | Nil | Nil | Nil | Nil | 136,483 | | Dennis L. Higgs | 72,255 | 67,453 | Nil | Nil | Nil | Nil | Nil | 139,708 | | Robert W. Kirkwood(5) | 59,307 | 846,517 | Nil | Nil | Nil | Nil | Nil | 905,824 | | Alexander G. Morrison(6) | 125,000 | 82,115 | Nil | Nil | Nil | Nil | Nil | 207,115 | | Michael H. Stirzaker | 70,000 | 12,082 | Nil | Nil | Nil | Nil | Nil | 82,082 |

  64. DIRECTOR COMPENSATION

    Notes: (1) As then-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 2025. One half of the RSUs issued in 2025 vested on January 27, 2026, another 25% will vest on January 27, 2027 and the remaining 25% will vest on January 27, 2028. Upon vesting, each RSU entitles the holder thereof to one Common Share without the payment of any additional consideration. (4) Ms. Estabrooke resigned from her position as a Director of the Company, effective as of October 29, 2025. Her compensation was therefore prorated up to, and including, her date of departure. (5) Mr. Kirkwood resigned from his position as a Director of the Company on September 22, 2025, effective as of October 15, 2025. His compensation was therefore prorated up to, and including, his date of departure. (6) Ms. Filas and Messrs. Bovaird, Eshleman and Morrison served on the Board’s Special Committee on Succession Planning (the “Special Committee”) pertaining to CEO succession, which met regularly over a period of approximately two years and concluded its work in mid-2025. Zayla, at the request of the Compensation Committee, provided the Board with an independent opinion of reasonableness related to potential compensation for the members of the Board’s Special Committee. Based on its market analysis observations, Zayla concluded that a one-time cash retainer of $40,000 to each member and the chair of the Special Committee was reasonable. Accordingly, the Board paid each member a one-time Special Committee fee of $40,000 at the conclusion of their work.

  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, 2025 based on the last trade of the Common Shares on the NYSE American prior to December 31, 2025 of $14.54. Outstanding Share-Based Awards and Option-Based Awards as of December 31, 2025

  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 Unexercisable | Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price(3) | Option Expiration 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 Unearned Share- Based Awards that Have Not Vested | Market or Payout Value of Unearned Share- Based Awards that Have Not Vested | | J. Birks Bovaird (Former Chair)(4) | Nil | Nil | Nil | Nil | Nil | 47,466 | $690,156 | Nil | Nil | | Benjamin Eshleman III | Nil | Nil | Nil | Nil | Nil | 31,002 | $450,769 | Nil | Nil | | Ivy V. Estabrooke(5) | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | | Barbara A. Filas | Nil | Nil | Nil | Nil | Nil | 31,003 | $450,784 | Nil | Nil | | Bruce D. Hansen (Chair)(6) | Nil | Nil | Nil | Nil | Nil | 28,837 | $419,290 | Nil | Nil | | Jaqueline Herrera | Nil | Nil | Nil | Nil | Nil | 28,883 | $419,959 | Nil | Nil | | Dennis L. Higgs | Nil | Nil | Nil | Nil | Nil | 28,466 | $413,896 | Nil | Nil | | Robert W. Kirkwood(7) | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | | Alexander G. Morrison | Nil | Nil | Nil | Nil | Nil | 34,653 | $503,855 | Nil | Nil | | Michael H. Stirzaker | Nil | Nil | Nil | Nil | Nil | 21,196 | $308,190 | Nil | Nil |

  67. Incentive Plan Awards

    Notes: (1) The share-based awards were comprised of RSUs, which were granted during 2023, 2024 and 2025. 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, 2025 multiplied by the closing price of the Common Shares on the NYSE American as of December 31, 2025 $14.54. (4) Mr. Bovaird's term as Chair of the Board concluded effective June 11, 2025. (5) Ms. Estabrooke resigned from her position as a Director of the Company, effective as of October 29, 2025. In connection with her resignation, the Board accelerated vesting treatment for application to all unvested RSUs previously granted to Ms. Estabrooke as of October 29, 2025, which immediately vested and were settled through the issuance of Common Shares of the Company to Ms. Estabrooke. (6) Mr. Hansen was elected by the Board to serve as its new Chair effective June 11, 2025. (7) Mr. Kirkwood resigned from his position as a Director of the Company on September 22, 2025, effective as of October 15, 2025. In connection with his resignation, the Board accelerated vesting treatment for application to all unvested RSUs previously granted to Mr. Kirkwood as of October 15, 2025, which immediately vested and were settled through the issuance of Common Shares of the Company to Mr. Kirkwood. Incentive Plan Awards - Value Vested or Earned During the 12-Month Period Ended December 31, 2025

  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 | $269,586 | Nil | | Benjamin Eshleman III | Nil | $206,221 | Nil | | Ivy V. Estabrooke(4) | Nil | $606,387 | Nil | | Barbara A. Filas | Nil | $206,221 | Nil | | Bruce D. Hansen | Nil | $189,558 | Nil | | Jaqueline Herrera | Nil | $169,973 | Nil | | Dennis L. Higgs | Nil | $189,703 | Nil | | Robert W. Kirkwood(5) | Nil | $656,088 | Nil | | Alexander G. Morrison | Nil | $230,939 | Nil | | Michael H. Stirzaker | Nil | $33,980 | Nil |

  69. Incentive Plan Awards

    (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 2025 multiplied by the closing price of the Common Shares on the NYSE American as of December 31, 2025, being the last trading day of the year, of $14.54 per Common Share. (3) The value of share-based awards vesting reported herein reflect previously granted RSUs that vested in 2025 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). (4) Ms. Estabrooke resigned from her position as a Director of the Company, effective as of October 29, 2025. In connection with her resignation, the Board accelerated vesting treatment for application to all unvested RSUs previously granted to Ms. Estabrooke as of October 29, 2025, which immediately vested and were settled through the issuance of Common Shares of the Company to Ms. Estabrooke. (5) Mr. Kirkwood resigned from his position as a Director of the Company on September 22, 2025, effective as of October 15, 2025. In connection with his resignation, the Board accelerated vesting treatment for application to all unvested RSUs previously granted to Mr. Kirkwood as of October 15, 2025, which immediately vested and were settled through the issuance of Common Shares of the Company to Mr. Kirkwood. Share Ownership Requirement The Company maintains a share ownership requirement for all non-employee Directors serving on the Board. It provides that all Board members 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 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 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 Omnibus Plan; • Common shares obtained upon the vesting of RSUs granted pursuant to the Omnibus 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 GN 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.

  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, 2025 concerning stock options (including Performance-Based Options, if any), RSUs and SARs outstanding pursuant to the Omnibus 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) | 5,505,431(2)(4)(5)(6) | $6.51 | 9,968,893 | | Equity compensation plans not approved by security holders | Nil | Nil | Nil | | Total | 5,505,431 | $6.51 | 9,968,893 |

  72. Securities Authorized for Issuance under Equity Compensation Plans

    Notes: (1) There are no warrants outstanding at this time. (2) Includes 2,640,843 stock options and 1,861,338 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) 1,861,338 RSUs have been excluded from the weighted average exercise price because they have no exercise price. (4) Includes 775,101 SARs granted in 2022 and earned in 2021 (excluding any SARs granted but since forfeited). Each 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, 2025, the market performance goals for the 2022 SAR grants had been achieved, and the underlying SARs vested in three tranches, with tranche one vested on October 8, 2025, tranche two vested on October 14, 2025, and tranche three vested on October 22, 2025. (5) Includes 228,149 SARs granted in 2023 and earned in 2022 (excluding any SARs granted but since forfeited). Each 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 25, 2024. As of December 31, 2025, the market performance goals for the 2023 SAR grants had been achieved, and the underlying SARs vested in three tranches, with tranche one vested on October 8, 2025, tranche two vested on October 14, 2025, and tranche three vested on October 22, 2025. (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 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. 2025 Omnibus Equity Incentive Compensation Plan, as Amended on May 24, 2024 and April 21, 2025

    2025 Omnibus Equity Incentive Compensation Plan, as Amended on May 24, 2024 and April 21, 2025 Summary of Omnibus Plan The summary of the principal terms of the Omnibus 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 Omnibus Plan. The Board or a Committee is responsible for administering the Omnibus Plan. The annual burn rate under the Omnibus 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, 2025, 2024 and 2023, respectively, are as follows(1):

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

    | | 2025 | 2024 | 2023 | | Weighted Average Number of Securities Outstanding | 224,724,268 | 171,964,321 | 159,107,039 | | Options Granted | 2,032,999 | 772,189 | 153,299(2) | | RSUs Granted | 1,645,261 | 879,699 | 450,232 | | SARs Granted | Nil | Nil | 308,333 | | Total Securities Awarded under the Arrangement | 3,678,260 | 1,651,888 | 911,864 | | Burn Rate | 1.6% | 1.0% | 0.6% |

  75. 2025 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 2026 grants of Performance-Based Options discussed above were earned in 2025, they had not yet been awarded as of December 31, 2025 and, as such, the 2026 Performance-Based Options are not reflected in the Number of Options Granted in 2025.

  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.A Company Guide, including its current Chair Barbara A. Filas, 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. Where the roles of President and CEO are fulfilled by two different individuals, as was the case on portions of 2025 and 2026, the Compensation Committee has authority and responsibility over the compensation of both such individuals. 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, 2025, 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 36 above. Share Ownership Requirement For a full discussion on the Company’s Share Ownership Requirement for non-employee Directors, refer to page 87 above.