DEF 14A of Uranium Energy Corp, Jun 10, 2026

DEF 14A of Uranium Energy Corp

Filed Jun 10, 2026 · FY20250001437749-26-020059

Open on EDGAR

  1. PROPOSAL NUMBER ONE: ELECTION OF DIRECTORS TO OUR BOARD OF DIRECTORS

    PROPOSAL NUMBER ONE: ELECTION OF DIRECTORS TO OUR BOARD OF DIRECTORS

  2. Election of Directors

    Election of Directors Each of our directors is elected annually at our annual meeting of our stockholders and, upon the director's election, will hold office until our next annual meeting or until his or her successor is elected and qualified. The persons named in the enclosed proxy card as proxyholders intend to vote FOR the election of the nominees listed below as directors unless instructed otherwise, or unless a nominee is unable or unwilling to serve. Our Board has no reason to believe that any nominee is currently unable or unwilling to serve, but if a nominee should determine not to serve, the persons named in the proxy card as proxyholders will have the discretion and intend to vote for another candidate that would be nominated by our Board. The affirmative vote of a plurality of the votes present in person or by proxy at the Annual Meeting and entitled to vote on the election of directors is required for the election of each nominee as a director. Our constating documents do not provide for cumulative voting in the election of directors. If you hold your Shares through a broker, bank, or other financial institution, your Shares will not be voted on your behalf on the election of directors unless you complete and return the Voting Instruction Form or follow the instructions provided to you to vote your Shares via telephone or online. Because your broker does not have discretionary authority to vote on this proposal without instructions from you, if you do not instruct your broker, bank, or other financial institution how to vote, a "broker non-vote" will occur and your Shares will not be represented in the election of directors vote at the Annual Meeting.

  3. Nominees for Election as Directors

    Nominees for Election as Directors Amir Adnani, Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty have been nominated by our Board for election as directors. Each such individual is a current member of our Board and has consented to being named in this Proxy Statement and to serve as a director, if elected. Our Nominating and Corporate Governance Committee regularly evaluates the expertise and needs of our Board to determine its membership and size. As part of this evaluation, the committee considers the skills, education, experience and background in the selection of candidates to serve on our Board. The committee also considers meeting attendance, preparation and engagement when evaluating existing director nominees. We believe that the nominees for election as directors represent a desirable mix of backgrounds, skills and experiences. Additionally, we believe that the specific leadership skills and other experiences of the nominees, particularly their mining industry, senior leadership, international business, capital markets, accounting and financial, corporate governance and government and regulatory experience, provide us with the perspectives and judgment necessary to guide our strategies and monitor their execution. Each nominee elected as a director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of such director's duties, including by attending meetings of our Board and its committees of which such director is a member. See "- Director Qualifications and Experience" for further information.

  4. Directors and Executive Officers

    Directors and Executive Officers The following table sets out each of our current directors and executive officers and their respective ages as of the date hereof:

  5. Directors and Executive Officers

    | Name | Age | Position | | Amir Adnani | 48 | President, CEO, Principal Executive Officer and Director | | Spencer Abraham | 73 | Chairman (non-executive) and Director | | David Kong | 79 | Director | | Vincent Della Volpe | 83 | Director | | Gloria Ballesta | 50 | Director | | Trecia Canty | 56 | Director | | Josephine Man | 52 | Chief Financial Officer, Treasurer, Secretary and Principal Accounting Officer | | Scott Melbye | 63 | Executive Vice President | | Brent Berg | 54 | Senior Vice President, U.S. Operations |

  6. Directors and Executive Officers

    On October 1, 2024, Josephine Man was appointed our Chief Financial Officer, Treasurer and Secretary, succeeding Pat Obara, who ceased to be an executive officer as of such date. On that date, Mr. Obara was appointed as our Senior Vice President, Administration. The following describes the business experience of each of our current directors and each nominee for election to our Board, including other directorships held in reporting companies: Amir Adnani. Amir Adnani is a founder of Uranium Energy Corp. and has served as our President and Chief Executive Officer and as a director since January 2005. Over the past two decades under his leadership, we have become America's largest and fastest growing uranium company, with the largest uranium resource base and licensed production capacity in the United States, and one of the most extensive land and resource portfolios in Canada's Athabasca Basin. Mr. Adnani serves on the World Nuclear Association Board of Management, contributing to governance, policy and strategy development. Mr. Adnani has represented the industry in key world forums and has given a variety of presentations at prominent industry conferences organized by the International Atomic Energy Agency, World Nuclear Fuel Market and the Milken Institute. He is a frequent contributor to the business media, including CNBC, The Wall Street Journal, Bloomberg and Fox Business News. Mr. Adnani is the founder and Co-Chairman of GoldMining Inc. (TSX: GOLD and NYSE American: GLDG), a gold acquisition and development company, and Chairman of Uranium Royalty Corp. (TSX: URC and Nasdaq: UROY), the first and only publicly listed royalty company in the uranium sector. Mr. Adnani is also a founder of Gold Royalty Corp. (NYSE American: GROY), a gold royalty company where he served as a director from November 2020 to March 2023. Mr. Adnani holds a Bachelor of Science degree from the University of British Columbia and was a director of the university's Alumni Association from 2015 to 2021. We believe that Mr. Adnani's involvement with us since our inception and his business and uranium industry experience qualify him to serve as a director. Spencer Abraham. Spencer Abraham has served as our Chairman (non-executive) since March 2017. Mr. Abraham served as Executive Chairman from October 2015 to March 2017 and as the Chairman of our Advisory Board from December 2012 to October 2015. Mr. Abraham is the Chairman and Chief Executive Officer of The Abraham Group LLC, an international strategic consulting firm based in Washington, D.C. President George W. Bush selected Mr. Abraham as the tenth Secretary of Energy of the United States in 2001. During his tenure at the Energy Department from 2001 to 2005, Mr. Abraham developed policies and regulations to ensure the nation's energy security, was responsible for the U.S. Strategic Petroleum Reserve, oversaw domestic oil and gas development policy and nuclear energy policy, developed relationships with international governments, including members of the Organization of the Petroleum Exporting Countries, and led the landmark nuclear nonproliferation HEU program between the United States and Russia. Mr. Abraham served as a United States Senator for the State of Michigan from 1995 to 2001. At a time when the Trump Administration and U.S. Congress are considering significant issues pertaining to the U.S. uranium mining sector, Mr. Abraham's expertise in the public policy arena is especially valuable and he is very actively involved in working with us to address these matters. Mr. Abraham has served as a director of Two Harbors Investment Corp. (NYSE: TWO) since May 2014, as a director of PBF Energy Inc. (NYSE: PBF) since October 2012, and served as a director of NRG Energy, Inc. (NYSE: NRG) from December 2012 to April 2026. Previously, Mr. Abraham served as a director of Occidental Petroleum Corporation, as the U.S. Chairman of Areva Inc., the North American subsidiary of Areva, and on the boards of several other public and private companies. Mr. Abraham holds a Juris Doctor degree from Harvard Law School and is an alumnus of Michigan State University. We believe that Mr. Abraham's extensive experience in the energy sector, including directing key aspects of energy strategy as Secretary of Energy of the United States from 2001 to 2005, and as a board member of various public companies in the oil, gas and power sectors qualifies him to serve as the Chairman (non-executive) of our Board. David Kong. David Kong has served on our Board since January 2011 and served as our lead independent director from June 2016 to May 2024. Mr. Kong is the Chairperson of our Audit Committee and is a member of our Compensation Committee, our Nominating and Corporate Governance Committee and our Sustainability Committee. Mr. Kong has also served as a director of GoldMining Inc., a public company listed on the Toronto Stock Exchange (the "TSX") and the NYSE American since October 2010, as a director of Silvercorp Metals Inc., a public company listed on the TSX and the NYSE American, from November 2011 to September 2023, and as a director of New Pacific Metals Corp., a public company listed on the TSX and the NYSE American, from November 2010 to December 2022. Mr. Kong holds a Bachelor in Business Administration and earned his Chartered Accountant designation (CPA, CA) in British Columbia, Canada, in 1978. Mr. Kong was a partner at Ellis Foster, Chartered Accountants, from 1981 to 2004, before merging with EY (formerly Ernst & Young LLP), Chartered Professional Accountants, in 2005, where he was a partner until 2010. Mr. Kong is a certified director (ICD.D) of the Institute of Corporate Directors. We believe that Mr. Kong's business experience and specialized expertise in finance and accounting qualify him to serve as a director. Vincent Della Volpe. Vincent Della Volpe has served on our Board since July 2007 and is the Chairperson of our Compensation Committee and a member of our Audit Committee and our Nominating and Corporate Governance Committee. Mr. Della Volpe has served as a professional money manager for over 35 years, including as a senior portfolio manager of pension funds for Honeywell Corporation and as Senior Vice President of the YMCA Retirement fund in New York. Throughout his career, Mr. Della Volpe has particularly focused on the management of energy and utility equity portfolios, and he also has experience managing venture capital investments. Mr. Della Volpe holds a Bachelor of Arts in Accounting and an MBA in finance, both from Seton Hall University. We believe that Mr. Della Volpe's prior business experience and specialized expertise in finance qualify him to serve as a director. Gloria Ballesta. Gloria Ballesta has served on our Board since July 2018 and is the Chairperson of our Nominating and Corporate Governance Committee and a member of our Audit Committee, our Compensation Committee and our Sustainability Committee. Ms. Ballesta has served as the Chief Executive Officer of Camglo Management SAS, a private company providing software security solutions, since December 2023, and serves as a director of GoldMining Inc., a public company listed on the TSX and the NYSE American, since August 2010. Ms. Ballesta served as the Chief Executive Officer of Content Mode SAS, a contact center based in Colombia, from January 2016 to December 2023. Ms. Ballesta has experience managing administrative and compliance procedures for spin-offs, take-overs and financings of various public companies. Ms. Ballesta holds an LLB (Hons.) from the CEU Cardenal Herrera University in Spain and a Master's degree in Marketing and Business Management from ESIC School of Business in Spain. We believe that Ms. Ballesta's significant international experience and experience serving as an independent director for other reporting companies qualify her to serve as a director.

  7. Directors and Executive Officers

    Trecia Canty. Trecia Canty has served on our Board since March 2023 and is the Chairperson of our Sustainability Committee. Ms. Canty has over 25 years of experience in finance, strategic transactions, corporate governance, compliance, enterprise risk and ESG and has extensive energy industry experience, including exploration and production, public utilities, pipelines and related businesses in the United States and Canada. Since 2015, Ms. Canty has served as the Senior Vice President, General Counsel and Corporate Secretary and a member of the Executive Committee of PBF Energy Inc. (NYSE: PBF), a Fortune 200 company that is one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. Ms. Canty is a graduate of Dartmouth College and received a Master’s degree in Public Affairs from Princeton University's School of International and Public Affairs and a Juris Doctor from Columbia University’s School of Law. We believe that Ms. Canty's extensive legal, regulatory and senior leadership experience in the energy industry qualifies her to serve as a director. The following describes the business experience of each of our non-director executive officers: Josephine Man. Josephine Man has served as our Chief Financial Officer, Treasurer and Secretary since October 2024. Ms. Man has over 29 years of experience in financial reporting, corporate finance, mergers and acquisitions, and risk management. Previously, from 2018 to 2025, Ms. Man served as Chief Financial Officer of Uranium Royalty Corp., a public company listed on the TSX and the Nasdaq Capital Market, where she was responsible for leading all finance functions and risk management, and served as Corporate Secretary from 2024 to 2025 and from 2019 to 2023. From 2020 to 2022, Ms. Man served as Chief Financial Officer of Gold Royalty Corp., a public company listed on the NYSE American. From 2010 to 2013, Ms. Man was an audit partner with Ernst & Young LLP in Vancouver. Ms. Man is a Chartered Professional Accountant, Certified Public Accountant (Washington) and Certified Public Accountant (Hong Kong). Ms. Man holds a Bachelor of Business Administration from Simon Fraser University and a Master of Business Administration from the University of British Columbia. Scott Melbye. Scott Melbye has served as our Executive Vice President since September 2014. Mr. Melbye is a 42-year veteran of the nuclear energy industry having held key leadership positions in major global uranium mining companies and various industry organizations. He has passionately promoted the growth and competitiveness of the nuclear fuel cycle in supporting nuclear power as a clean, affordable and reliable source of energy to meet the world's ever-expanding needs. As our Executive Vice President, Mr. Melbye is responsible for the uranium marketing and sales function and is a key contributor towards the achievement of our strategic growth objectives. Mr. Melbye currently serves as the Chief Executive Officer, President and a director of Uranium Royalty Corp., a public company listed on the TSX and the Nasdaq Capital Market. Previously, Mr. Melbye served as the Vice President, Commercial at Uranium Participation Corporation (now Sprott Physical Uranium Trust) from 2014 to 2018, and concurrently served as an advisor to the Chairman of Kazatomprom, the world’s leading uranium producer in Kazakhstan, guiding their business transformation process as it related to marketing and sales strategy. Through June 2014, Mr. Melbye was Executive Vice President, Marketing for Uranium One, responsible for global sales activities, where he expanded that company’s forward book, particularly in the emerging markets of the United Arab Emirates and China. He also supported the global investor-relations efforts of the Chief Executive Officer during the time that Uranium One was publicly traded on the TSX. Prior to this, Mr. Melbye spent 22 years with the Cameco Group of companies, both at their Saskatoon head office and with their U.S. subsidiaries. He most recently served as President of Cameco Inc., the subsidiary responsible for managing that company's world-wide uranium marketing and trading activities (achieving annual sales exceeding 30 million pounds U3O8 through established relationships with most global nuclear utilities). Mr. Melbye's previous experience includes uranium brokerage and trading at Nukem Inc. in New York, and nuclear fuel procurement at the Palo Verde Nuclear Generating Station in Arizona. Mr. Melbye is currently the President of the Uranium Producers of America ("UPA"). The UPA is the domestic mining organization that advocates for U.S. Government policies supportive of national energy, and security and interests of a strong and competitive American uranium industry. He is also a past Chair of the Board of Governors of the World Nuclear Fuel Market. Mr. Melbye is a frequent speaker at nuclear industry conferences and has participated in numerous high-level, United States and Canadian trade missions to markets such as Central Europe, China, India, United Arab Emirates and Mexico. Mr. Melbye has provided expert testimony before the U.S. House Oversight Committee on Department of Energy inventory dispositions, and the U.S. Senate Energy and Natural Resources Committee on regaining American nuclear leadership and foreign critical minerals dependency. In addition, he testified before the U.S. International Trade Commission on uranium imports from Kazakhstan following the dissolution of the Soviet Union. Mr. Melbye received a Bachelor of Science in Business Administration with degree specialization in International Business from Arizona State University in 1984. Brent Berg. Brent Berg has served as our Senior Vice President, U.S. Operations since March 2024. Mr. Berg is a highly qualified mining and mineral processing professional with over 29 years of experience in the minerals industry, including more than 22 years in uranium production in the U.S. and Canada. Mr. Berg is the former President of Cameco Resources, where he led Cameco’s U.S. uranium In-Situ Recovery ("ISR") operations in Wyoming and Nebraska. This experience included management and oversight of Cameco's ISR facilities and the successful start-up and operation of its North Butte satellite ISR operation in Wyoming. Under his management, U.S. production reached over 2.6 million pounds prior to Cameco curtailing production due to market conditions. Mr. Berg also has extensive open pit and underground mining experience, including Cameco’s Key Lake, McArthur River and Rabbit Lake operations. Most recently, Mr. Berg was the President and Chief Executive Officer of Rare Element Resources Ltd., where he was responsible for overall day-to-day management and operations of that company, including its strategic, financial and operational leadership. Mr. Berg is a Professional Engineer with a B.A.Sc. in Regional Environmental Systems Engineering from the University of Regina and an MBA from the University of Regina. In 2023, Mr. Berg completed a Master of Legal Studies, Magna Cum Laude, from the University of Arizona, with a focus on mining law and policy.

  8. Oversight

    | ● | review and approve on an annual basis the evaluation process and compensation structure for our other officers, including base compensation, bonus, incentive and equity compensation; and |

  9. Independent Compensation Advisors

    | ● | peer group review; |

  10. Independent Compensation Advisors

    | ● | review and design of our annual non-equity incentive plan; |

  11. Independent Compensation Advisors

    | ● | review and design of our equity incentive plan, including performance criteria and vesting conditions; |

  12. Independent Compensation Advisors

    | ● | non-executive director compensation review; and |

  13. Overview of Executive Compensation Program

    | | What We Do ✓ | What We Do NOT Do x | | ✓ | DO align annual incentive pay and performance by linking annual incentive compensation to the achievement of performance goals tied to our strategic objectives.x | NO guaranteed cash incentives, equity compensation or salary increases for executives except in limited scenarios in connection with their hiring. | | ✓ | DO align long-term incentive pay and performance by linking a portion of long-term compensation to the achievement of relative and absolute total stockholder return ("TSR") goals.x | NO full single trigger acceleration of annual equity awards granted to executives. | | ✓ | DO cap payouts for annual incentive awards.x | NO executive retirement plans for any of our executives. | | ✓ | DO maintain rigorous stock ownership guidelines (3x base compensation for the CEO and 1x base compensation for other executive officers).x | NO compensation or incentives that encourage unnecessary or excessive risk taking. | | ✓ | DO maintain a clawback policy with respect to cash and equity incentive compensation.x | NO tax gross ups. | | ✓ | DO conduct annual compensation review and approval of our compensation philosophy and strategy.x | NO pledging of any of our securities by directors, executive officers or other employees. | | ✓ | DO appoint a Compensation Committee comprised entirely of independent directors.x | NO hedging or derivative transactions by directors, executive officers or other employees involving our securities. | | ✓ | DO use an independent compensation consultant engaged by our Compensation Committee.x | NO perquisites for executives. | | ✓ | DO have a majority of executive compensation at risk based on corporate performance. | |

  14. Benchmarking Compensation and Peer Groups

    Benchmarking Compensation and Peer Groups As we continued to scale our operations and balance sheet, our Compensation Committee reviewed our Peer Group (the "Peer Group") to ensure continued alignment with market comparables in both size and sector exposure. In Fiscal 2025 our Compensation Committee commissioned a Peer Group review from GGA as part of a competitive compensation market update review of executive and director compensation in order to stay abreast of changes in the external market and to ensure that we continued to benchmark compensation with appropriate market comparators. In addition to external market trends, our Compensation Committee considered the complexity of our operations and the range of size of several of the appropriate comparable companies and, with the GGA Recommendations provided to them, revised our Peer Group from the prior year to address changes in the external market and to better reflect our business. Our Peer Group remained relatively consistent with the prior year and included uranium and precious metals mining and oil and gas companies publicly traded on major North American exchanges, of similar size to us, primarily from a market capitalization perspective, but also considering other factors such as revenue and total assets. Our Peer Group was used by our Compensation Committee to establish compensation levels for our executive officers and our directors. In Fiscal 2025, with the GGA Recommendations, our compensation philosophy aimed to align both our executive officers' and directors' compensation around the median of our Peer Group. At the time of our Peer Group review, we were positioned at the 35th percentile on a market capitalization basis, and at the 39th percentile on a total assets basis compared with our Peer Group. In Fiscal 2025 the following companies were removed from or added to our Peer Group:

  15. Benchmarking Compensation and Peer Groups

    | Removed from Peer Group | Added to Peer Group | | Black Stone Minerals, L.P. | Centrus Energy Corp. | | Filo Corp.(*) | NuScale Power Corporation | | Fission Uranium Corp.(*) | Oklo Inc. |

  16. Benchmarking Compensation and Peer Groups

    Note:

  17. Benchmarking Compensation and Peer Groups

    | (*) | Filo Corp. was acquired by BHP and Lundin Mining Corporation in 2025. Additionally, Fission Uranium Corp. was acquired by Paladin Energy Ltd. in 2024. |

  18. Benchmarking Compensation and Peer Groups

    Removals from the Peer Group related to changes in the external market or reflected the increased scale and complexity of our operations. The peers added to our Peer Group were approved on the merit of industry/sector relevance where we are directly competing for talent, operations and size. Overall, adjustments made for the Peer Group were completed to address our operational and overall year over year total asset growth. When examining peer alternatives, a balanced approach that examined other uranium mining company peer groups was used to ensure that our Peer Group aligned within market norms. In Fiscal 2025 our Peer Group was comprised of the following companies:

  19. Benchmarking Compensation and Peer Groups

    | Our Peer Group | | | | Cameco Corporation | Gulfport Energy Corporation | NuScale Power Corporation | | Centrus Energy Corp. | Magnolia Oil & Gas Corporation | Oklo Inc. | | Comstock Resources, Inc. | NexGen Energy Ltd. | Vital Energy, Inc. | | Denison Mines Corp. | NGEx Minerals Ltd. | | | Energy Fuels Inc. | Northern Oil and Gas, Inc. | |

  20. Compensation Elements and Rationale

    Compensation Elements and Rationale Our executive compensation program consists of: base compensation; short-term incentive awards; and long-term incentive equity compensation. Base Compensation Base compensation is the foundation of the compensation program and is intended to compensate competitively relative to comparable companies within our industry and the marketplace where we compete for talent. Base compensation is a fixed component of the compensation program and is used as the base to determine elements of incentive compensation and benefits. The base compensation paid to our NEOs is more particularly described under "- Compensation Arrangements". Short-Term Incentive Awards Our short-term incentive plan (the "STIP") is a variable component of compensation and has the objective of motivating our executive officers to achieve corporate objectives over a one-year period and to provide a means to reward the achievement of corporate milestones and fulfillment of our annual business plan. Our STIP provides an opportunity for an annual cash payout based on performance relative to the achievement of corporate performance and individual goals and metrics. Our STIP has a maximum payout opportunity, which is 200% of each executive officer's target STIP. Our Compensation Committee establishes STIP performance goals, metrics, weightings and targets in the first quarter of each fiscal year. Each of our executive officers has a target STIP set as a percentage of their base compensation (each, a "Target Award"), with payouts based on a performance multiplier dependent on our corporate and individual performance. The performance multiplier and payouts achieved can range between 0% and 200% of each Target Award. No payout is awarded if our Compensation Committee deems that performance goals were not achieved. To determine Target Awards our Compensation Committee considers the breadth, scope and complexity of each executive officer's role, internal equity and whether the executive officer's incentive compensation is competitive relative to similarly situated executives at companies in our Peer Group. The following sets forth our Fiscal 2025 base compensation and the formula for the payment of STIP awards. The following sets forth the Target Awards expressed as a percentage of base compensation along with the corresponding corporate and individual performance weightings for our NEOs for Fiscal 2025.

  21. Compensation Elements and Rationale

    | (1) Mr. Obara did not participate in our STIP in Fiscal 2025. |

  22. Compensation Elements and Rationale

    Performance Scorecard Our Compensation Committee establishes a performance scorecard in the first quarter of each fiscal year that sets out performance goals and metrics to guide and motivate our executives to execute on our strategy. At the end of each fiscal year, our Compensation Committee evaluates actual performance relative to the performance goals and metrics and recommends to our Board the payment of STIP awards. Our Compensation Committee and our Board may exercise discretion to pay cash bonuses outside of the STIP and to not pay STIP awards even if performance awards are earned. In the first quarter of Fiscal 2025, our Compensation Committee selected performance goals and metrics within a performance scorecard. At the end of Fiscal 2025, our Compensation Committee evaluated the performance achieved relative to our performance goals and metrics. The corporate goals are viewed as critical to adding value to stockholders and cover a mix of operational, balance sheet, health and safety and business development criteria. The key performance indicators are provided in the balanced scorecard below. Each of the corporate objectives had met or exceeded the breakthrough stretch objectives resulting in a 200% multiplier for the corporate objectives component of the scorecard. Each executive officer was also evaluated on a set of individual performance objectives tied to their unique role, responsibility and time commitment. The following sets forth our performance scorecard for Fiscal 2025.

  23. Compensation Elements and Rationale

    | | Weight | | Performance Levels | | | | | | Performance Metrics | CEO | Other Executive Officers | Threshold (50% of Target Award) | Target (100% of Target Award) | Breakthrough (200% of Target Award) | Result | Payout | | | | | Operational Objectives 1. Wyoming - Commencing operational ramp-up 2. Texas - Commencing construction at the Burke Hollow Project 3. Saskatchewan - Completion of an initial economic assessment at the Roughrider Project | | | Operational Objectives: | | | Operational Objectives | 31.5% | 23% | One of three objectives | Two of three objectives | Three of three objectives | Three of three objectives completed | Breakthrough | | | | | Strengthen our balance sheet to support growth initiatives using liquid assets comprised of cash and the fair value of physical uranium and equity holdings | | | Balance Sheet: | | | Balance Sheet | 18% | 13% | $50 million | $75 million | $100 million | Exceeded $100 million | Breakthrough | | Total Recordable Injury | | | Promote high performing safe environments with no recordable injuries among employees | | | | | | and Illness Incidence Rate | 9% | 7% | Rate below 4.8 | Rate below 3.2 | Rate below 1.6 and no fatalities | Rate: 1.59 and no fatalities | Breakthrough | | Business Development | 31.5% | 23% | Increase production capacity and resources with accretive acquisition | | | Acquisition: Completed | Breakthrough | | | | | CEO: Exceeded Expectations | | | | | | CEO Individual Performance | 10% | - | Below Expectations | Met Expectations | Exceeded Expectations | Individual Performance: Exceeded Expectations | Breakthrough | | Other Executive | | | Other Executive Officers: Met Expectations | | | Individual | | | Officers Individual Performance | - | 35% | Below Expectations | Met Expectations | Exceeded Expectations | Performance: Met Expectations | Target |

  24. Compensation Elements and Rationale

    Secondary Performance Considerations In addition to the corporate objectives defined within our performance scorecard, our Compensation Committee also factored secondary performance considerations. Our broader sustainability objectives had the ability to reduce the corporate scorecard by up to 10% of the overall corporate multiplier. Our Sustainability Committee and Compensation Committee monitored overall satisfaction on the results of the following areas: in Wyoming and Texas – enhancing reclamation efforts for exploration drilling by implementing sediment control, soil recontouring and revegetation; in Wyoming – optimizing 11(e)2 byproduct management by using a bailer compactor, reducing waste volume and fuel consumption for shipments and continuing reclamation in mine unit 2 to meet expectations of stakeholders, including regulatory agencies and landowners; and at our Roughrider Project - continuing to advance environmental baseline studies. Performance Goals and Metrics Our Compensation Committee selected the following performance goals and metrics within our performance scorecard on the belief that these performance goals and metrics were aligned with our corporate strategy and could be impacted by our executive officers. In Fiscal 2025, the payout opportunities for threshold, target and breakthrough performance levels were set at 50%, 100% and 200% of each Target Award, respectively, with interpolation between performance levels. Operational Objectives: Our Compensation Committee selected this metric based on the belief that achieving operational objectives will advance our ability to scale production and support additional extraction capacity. This metric required us to: (i) commence operational ramp-up at our Christensen Ranch Mine in Wyoming; (ii) commence construction at our Burke Hollow Project in Texas; and (iii) complete an initial economic assessment at our Roughrider Project in Saskatchewan. The target level of performance required us to achieve any two of three operational objectives, the threshold level of performance required us to achieve any one operational objective and the breakthrough level of performance required us to achieve all of the three operational objectives. The result was performance at 200%. As of July 31, 2025, we had achieved all of our operational objectives. Balance Sheet: Our Compensation Committee selected this metric based on the belief that strengthening our balance sheet with at least $50 million of liquid assets comprised of cash and the fair value of physical uranium and equity holdings is important to support our growth initiatives. $75 million of liquid assets represented the target level of performance, $50 million of liquid assets represented the threshold level of performance and $100 million of liquid assets represented the breakthrough level of performance. The result was performance at 200%. As of July 31, 2025, we had cash, equities and inventory (excluding 103,545 pounds and 26,421 pounds of precipitated uranium and dried and drummed concentrate, respectively) of approximately $320.6 million (based on closing prices as of July 31, 2025). Total Recordable Injury and Illness Incidence Rate: Our Compensation Committee selected this metric based on the belief that the Total Recordable Injury and Illness Incidence Rate ("IIR") is critical to our overall approach to promoting high performing safe environments. Our IIR is calculated by multiplying the total number of recordable injuries and illnesses at our operations, as determined in accordance with the safety standards established by the U.S. Occupational Safety and Health Administration ("OSHA") by 200,000 and dividing that result by the total number of hours worked by all employees at our operations. In this formula, 200,000 represents the number of hours that would be worked by 100 employees working 40 hours per week, 50 weeks per year and provides the standard base for calculating incidence rates for a year pursuant to OSHA guidance. An IIR below 3.2 represented the target level of performance, an IIR below 4.8 represented the threshold level of performance and an IIR below 1.6, with no work-related fatalities, represented the breakthrough level of performance. The result was performance at 200%. We achieved an IIR of 1.59 and had no work-related fatalities among employees at our operations. Business Development: Our Compensation Committee selected this metric based on the belief that increasing production capacity and the acquisition of additional accretive uranium resources will build on our strategic objectives. The acquisition of our Sweetwater Plant and portfolio of uranium mining properties in Wyoming from Rio Tinto completed in December of 2024 represented an opportunity to add a 3,000-ton-per-day processing mill with licensed capacity of 4.1 million pounds U3O8 per year. The acquisition established our third hub-and-spoke ISR production platform and strengthened our position as the largest licensed uranium producer in the U.S. Completion of the acquisition represented the breakthrough level of performance. No threshold or target award opportunities were established for this metric. The result was breakthrough performance at 200%. Individual Performance: Our Compensation Committee made a subjective determination of individual performance for each executive officer to determine whether the executive officer earned an award for performance in Fiscal 2025. Individual performance goals are defined for each executive officer based on their core area of responsibility. The CEO's individual objectives are set by our Compensation Committee, while the CEO's direct reports are determined by the CEO and approved by our Compensation Committee. Individual objectives are defined as either qualitative, quantitative or both.

  25. Long-Term Incentive Program

    Long-Term Incentive Program Our long-term incentive program (the "LTIP") provides for, among other awards, the granting of stock options, performance stock options ("PSOs"), restricted stock units ("RSUs") and performance based restricted stock units ("PRSUs") to executive officers to both motivate executive performance and retention, as well as to align executive officer performance to stockholder value creation. In awarding long-term incentives, we compare our long-term incentive program to our Peer Group and evaluate such factors as the number of shares available for awards under our 2024 Stock Incentive Plan, as ratified by our stockholders on July 16, 2024 (the "2024 Stock Incentive Plan"), and the number of awards outstanding relative to the number of shares outstanding. Each LTIP grant is based on the level of the position held and overall market competitiveness. Our Compensation Committee takes into consideration previous grants when it considers new grants of equity awards. Our Compensation Committee administers the granting of equity awards in accordance with our 2024 Stock Incentive Plan. In each of Fiscals 2023 and 2024 performance based long-term equity incentive plan awards were awarded to our executive officers in the form of PRSUs. The PRSUs granted in Fiscal 2023 and 2024 vest on July 31, 2026 and July 26, 2027, respectively. As originally designed, the PRSUs were measured on our three-year TSR relative to the Global X Uranium ETF, cliff vesting and settling based on the performance achieved at the end of the 36-month period. The number of units eligible to vest ranged from 0% to 200% of target, contingent on the level of performance, subject to one limit: regardless of our relative TSR versus the Global X Uranium ETF, if our absolute TSR over the measurement period was negative, the maximum number of PRSUs that could vest was capped at 100%. In Fiscal 2025, our Compensation Committee engaged GGA to conduct a stress test and review of the Global X Uranium ETF benchmark and the relative TSR methodology. The review identified two areas for potential change. First, as the uranium sector has matured in the public markets, a broader range of benchmark indices and comparable peers has become available against which to evaluate performance. Second, as the Company has grown, measuring TSR on a relative basis-point methodology was found to produce volatile and erratic performance multiplier ranges that would change materially on a daily basis. The committee determined that this did not reliably reflect the stockholder experience (see 3-year UEC Share Price Performance versus Total NEO Compensation below). Under the stress testing a TSR ranking methodology was compared, and it was concluded that the ranking-based methodology best aligned with the stockholder experience. The ranking methodology, by contrast, offers greater stability and a closer tie to the relative total stockholder return experience. Acting on these findings, the Compensation Committee amended the Fiscals 2023 and 2024 PRSU grants to address volatility in the multiplier design that could misalign payouts with stockholder returns and produce outcomes — whether rewards or penalties — disproportionate to the value actually delivered to stockholders. The Compensation Committee concluded that a measure blending absolute TSR with TSR performance relative to an established performance peer group would more faithfully reflect both the value delivered to stockholders and the Company's performance against the companies with which it genuinely competes for capital and talent. These adjustments were not intended to increase payout opportunities or to shield executives from the economic consequences of our performance. Rather, they were intended to correct a benchmark and design that the GGA stress test indicated was no longer aligning incentives with their intended outcomes: a single-commodity sector fund, whose movements track the uranium spot price, does not consistently reflect either management's performance or — more importantly — the stockholder experience over the performance period. By anchoring the measure instead to absolute returns and to a performance peer group, the Compensation Committee believes the amended design preserved the integrity of the program and strengthened its rigor by more closely aligning pay with performance. The following table summarizes our Fiscals 2023 and 2024 PRSU vesting schedules.

  26. Long-Term Incentive Program

    | | | Performance Multiplier (Compensation Committee to determine, at its discretion, which performance multiplier to apply below) | | | | | Measurement Period | Performance Criteria | Relative TSR (Basis Points) Company TSR vs. Global X Uranium ETF TSR | TSR Ranking Company TSR vs. Global X Uranium ETF TSR | Performance Multiplier if Absolute Company TSR is Positive over the Measurement Period | Performance Multiplier if Absolute Company TSR is Negative over the Measurement Period | | Grant date to | Three-Year | Greater than -2,500 bps | Below 33rd percentile | 0% | 0% | | end of | Relative | -2,500 bps | 33rd percentile | 50% | 50% | | 36-month | TSR against | 0 bps | 50th percentile | 100% | 100% | | period | Global X Uranium ETF | 2,500 bps | 75th percentile and above | 200% | 100% |

  27. Long-Term Incentive Program

    The following table summarizes the payouts earned by our NEOs in Fiscal 2025 pursuant to PRSUs granted in Fiscal 2022. The TSR for our Shares outperformed the Global X Uranium ETF by 1,659 basis points for the applicable performance period (being from July 29, 2022 to July 29, 2025). During such performance period, the absolute TSR was also positive. Accordingly, the PRSUs granted in Fiscal 2022 achieved payouts at 166% of target pursuant to the applicable performance period as summarized below.

  28. Long-Term Incentive Program

    | Name and Principal Position | Target Payout | Payout Earned | Payout | | Amir Adnani, President and CEO | 81,424 PRSUs | 166% | 135,463 shares | | Scott Melbye, Executive Vice President | 22,358 PRSUs | 166% | 37,196 shares | | Pat Obara, Former Secretary, Treasurer and Chief Financial Officer | 17,034 PRSUs | 166% | 28,339 shares | | Josephine Man, Chief Financial Officer, Treasurer and Secretary | - | - | - | | Brent Berg, Senior Vice President, U.S. Operations | - | - | - |

  29. Long-Term Incentive Program

    In Fiscal 2025 our Compensation Committee reviewed the market prevalence of long-term equity incentive plans within our Peer Group and determined that PRSUs and RSUs were the most appropriate form of long-term equity incentive to grant in Fiscal 2025 due to market practice. The LTIP awards awarded to our executive officers in Fiscal 2025 are more particularly described below in the "- Grants of Plan Based Awards" table. In Fiscal 2025 performance based long-term equity incentive plan awards were awarded to our executive officers in the form of PRSUs. The PRSUs accrue over 36 months but will not settle until the end of the 36-month period and are contingent on the level of performance achieved. Each vested PRSU represents the opportunity to receive a Share or its cash equivalent at the discretion of our Compensation Committee. The PRSUs are measured based on our TSR relative to a Performance Peer Group. The Performance Peer Group was determined after reviewing the constituents comprising the Sprott Uranium Miners Index and the Global X Uranium ETF as of the grant date. Our TSR will be ranked against the selected constituents. The PRSUs are evaluated using relative TSR over three annual periods and one 36-month period. The measurement periods are weighted as to 15% in each of years one, two and three and 55% over a 36-month period. The number of PRSUs that may accrue at the end of each annual period and at the end of the 36-month period is contingent on the level of performance achieved over each measurement period and ranges from 0% to 200% of the PRSU target number of weighted units. The following table summarizes our Fiscal 2025 PRSU vesting schedule.

  30. Long-Term Incentive Program

    | Measurement Period | Weight | Performance Criteria | Company TSR Ranking vs. Performance Peer Group TSR | Performance Multiplier over the Measurement Period | | Year 1 | 15% | Annual | Below 33rd percentile | 0% | | | | Relative TSR against | 33rd percentile | 50% | | | | Performance Peer Group | 50th percentile | 100% | | | | | 75th percentile and above | 200% | | Year 2 | 15% | Annual | Below 33rd percentile | 0% | | | | Relative TSR against | 33rd percentile | 50% | | | | Performance Peer Group | 50th percentile | 100% | | | | | 75th percentile and above | 200% | | Year 3 | 15% | Annual | Below 33rd percentile | 0% | | | | Relative TSR against | 33rd percentile | 50% | | | | Performance Peer Group | 50th percentile | 100% | | | | | 75th percentile and above | 200% | | Year 1 to | 55% | Three Year | Below 33rd percentile | 0% | | Year 3 | | Relative TSR against | 33rd percentile | 50% | | | | Performance Peer Group | 50th percentile | 100% | | | | | 75th percentile and above | 200% |

  31. Long-Term Incentive Program

    The following table sets forth our Performance Peer Group for Fiscal 2025 PRSUs.

  32. Long-Term Incentive Program

    | Performance Peer Group | | | | | Alligator Energy Limited | Deep Yellow Limited | GoviEx Uranium Inc. | Peninsula Energy Limited | | ATHA Energy Corp. | Denison Mines Corp. | IsoEnergy Ltd. | Premier American Uranium Inc. | | Aura Energy Limited | Elevate Uranium Ltd | Laramide Resources Ltd. | Skyharbour Resources Ltd. | | Bannerman Energy Ltd | enCore Energy Corp. | Lotus Resources Limited | Sprott Physical Uranium Trust | | Boss Energy Limited | Energy Fuels Inc. | Mega Uranium Ltd. | Sprott Uranium Miners ETF | | Cameco Corporation | F3 Uranium Corp. | National Atomic Company Kazatomprom JSC | Ur-Energy Inc. | | CanAlaska Uranium Ltd. | Forsys Metals Corp. | NexGen Energy Ltd. | Western Uranium & Vanadium Corp. | | CGN Mining Company Limited | Global Atomic Corporation | Paladin Energy Ltd | Yellow Cake PLC |

  33. Fixed Versus At-Risk Pay

    | Name and Principal Position | Base Compensation Cash | Cash Bonus (1) | Non-Equity Incentive Plan (STIP) | Stock Awards (LTIP) (2) | Stock Options (LTIP) | At-Risk Pay | | Amir Adnani President and CEO | 10% | 4% | 23% | 63% | - | 90% | | Josephine Man (3) Chief Financial Officer, Treasurer and Secretary | 15% | - | 15% | 61% | 9% | 85% | | Scott Melbye Executive Vice President | 25% | 5% | 22% | 48% | - | 75% | | Brent Berg Senior Vice President, U.S. Operations | 45% | - | 24% (2) | 32% | - | 55% | | Pat Obara (4) Former Secretary, Treasurer and Chief Financial Officer | 37% | 30% | - | 33% | - | 63% |

  34. Fixed Versus At-Risk Pay

    | (1) These amounts represent discretionary bonuses paid in the fiscal year. See "- Review of Executive Officer Performance" above. | | (2) These amounts represent RSUs and PRSUs. | | (3) Ms. Man was appointed as our Chief Financial Officer, Treasurer and Secretary effective October 1, 2024. | | (4) On October 1, 2024, Mr. Obara stepped down as our Secretary, Treasurer and Chief Financial Officer and was appointed as our Senior Vice President, Administration effective October 1, 2024. He ceased to be an executive officer as of such date. |

  35. Compensation and Risk

    | ● | our STIP has a cap on the total amount of payment any position may receive; |

  36. Compensation and Risk

    | ● | the use of performance based long-term incentive compensation to encourage a focus on long-term corporate performance; |

  37. Compensation and Risk

    | ● | established a clawback policy applicable to all cash and equity incentive compensation; and |

  38. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid to our Named Executive Officers during each of the fiscal years ended July 31, 2025, 2024 and 2023:

  39. Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) | Bonus | Stock Awards (2) | Option Awards | Non-Equity Incentive Plan Compensation (3) | Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | Amir Adnani | 2025 | $660,000 | $246,193(4) | $3,998,055 | $- | $1,452,000 | $- | $- | $6,356,248(11) | | President and | 2024 | 575,000 | - | 3,640,453 | - | 1,150,000 | - | - | 5,365,453(11) | | CEO | 2023 | 478,000 | - | 2,026,264 | 240,516(5) | 956,000 | - | - | 3,700,780(11) | | Josephine Man (7) | 2025 | 166,667 | - | 674,812 | 99,954(6) | 160,000 | - | - | 1,101,432 | | Chef Financial | 2024 | - | - | - | - | - | - | - | - | | Officer, Treasurer and Secretary | 2023 | - | - | - | - | - | - | - | - | | Scott Melbye | 2025 | 351,749 | 67,605(4) | 671,516 | - | 300,000 | - | - | 1,390,871 | | Executive | 2024 | 301,153 | - | 554,345 | - | 284,200 | - | - | 1,139,698 | | Vice President | 2023 | 277,644 | - | 344,894 | 40,939(5) | 170,000 | - | - | 833,477 | | Brent Berg (8) | 2025 | 320,000 | - | 227,901 | - | 170,000 | - | - | 717,901 | | Senior Vice | 2024 | 115,282 | 60,000(9) | 110,319 | - | - | - | - | 285,601 | | President, U.S. Operations | 2023 | - | - | - | - | - | - | - | - | | Pat Obara (10) | 2025 | 243,800 | 201,504(4) | 221,930 | - | - | - | - | 667,234 | | Former | 2024 | 216,000 | - | 316,251 | - | 252,000 | - | - | 784,251 | | Secretary, Treasurer and Chief Financial Officer | 2023 | 152,023 | - | 280,229 | 33,262(5) | 186,462 | - | - | 651,976 |

  40. Summary Compensation Table

    | (1) These amounts represent fees paid by us to our NEOs during the applicable fiscal year pursuant to various executive services agreements, between us and the Named Executive Officers, which are more particularly described below. |

  41. Summary Compensation Table

    | (2) These amounts represent the aggregate grant date fair value of RSUs and PRSUs for the fiscal years noted. For Fiscal 2025, the grant date fair value of each RSU is $6.21 and $8.68 per share based on the most recent closing price of our common stock as of the grant dates of October 1, 2024 and July 31, 2025, respectively, and the grant date fair value of each PRSU granted on July 31, 2025 is $3.22 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 31, 2025: expected risk free interest rate: 3.56%; expected volatility: 60.70%; expected dividend yield: 0%; expected life in years: 3.0; and average correlation: 38.47%. For Fiscal 2024, the grant date fair value of each RSU is $5.49 per share based on the most recent closing price of our common stock as of the grant date of July 26, 2024, and the grant date fair value of each PRSU is $5.41 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 26, 2024: expected risk free interest rate: 4.20%; expected volatility: 73.50%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 83.80%. For Fiscal 2023, the grant date fair value of each RSU is $3.32 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2023, and the grant date fair value of each PRSU is $3.35 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 31, 2023: expected risk free interest rate: 4.52%; expected volatility: 84.56%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 81.22%. |

  42. Summary Compensation Table

    | (3) These amounts represent cash awards under our STIP. The payments for the fiscal years noted were made after our year-end results were evaluated in August 2025, 2024 and 2023, respectively. |

  43. Summary Compensation Table

    | (4) These amounts represent discretionary bonuses paid in the applicable fiscal year. |

  44. Summary Compensation Table

    | (5) These amounts represent the aggregate grant date fair value of PSOs which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the PSOs granted on July 31, 2023: exercise price: $3.98; expected risk free interest rate: 4.14%; expected annual volatility: 79.46%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $2.09. |

  45. Summary Compensation Table

    | (6) These amounts represent the grant date fair value of the stock options which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the stock options granted on October 1, 2024: exercise price: $6.21; expected risk free interest rate: 3.48%; expected annual volatility: 79.75%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $4.09. |

  46. Summary Compensation Table

    | (7) Ms. Man was appointed as our Chief Financial Officer, Treasurer and Secretary effective October 1, 2024. |

  47. Summary Compensation Table

    | (8) Mr. Berg was appointed as our Senior Vice President, U.S. Operations effective March 21, 2024. |

  48. Summary Compensation Table

    | (9) This amount represents a one-time sign-on bonus paid to Mr. Berg. |

  49. Summary Compensation Table

    | (10) On October 1, 2024, Mr. Obara stepped down as Secretary, Treasurer and Chief Financial Officer and was appointed as our Senior Vice President, Administration effective October 1, 2024. He ceased to be an executive officer as of such date. |

  50. Summary Compensation Table

    | (11) This compensation reflects all amounts paid, both directly and indirectly through Adnani Corp. |

  51. Grants of Plan Based Awards

    Grants of Plan Based Awards We granted awards to the Named Executive Officers in Fiscal 2025, as follows:

  52. Grants of Plan Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock | All Other Option | | Grant Date | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold | Target | Maximum | Awards: Number of Shares of Stock or Units | Awards: Number of Securities Underlying Options | Exercise Price of Option Awards ($) | Fair Value of Stock and Option Awards ($) | | Amir Adnani | STIP | August 1, 2024 | 363,000 | 726,000 | 1,452,000 | - | - | - | - | - | - | - | | President and | RSU | July 31, 2025 | - | - | - | - | - | - | 330,682 | - | - | 2,870,320(2) | | Chief Executive Officer | PRSU | July 31, 2025 | - | - | - | 175,000 | 350,000 | 700,000 | - | - | - | 1,127,735(3) | | Josephine Man (6) | STIP | October 1, 2024 | 50,000 | 100,000 | 200,000 | - | - | - | - | - | - | - | | Chief Financial | Option | October 1, 2024 | - | - | - | - | - | - | - | 24,415 | 6.21 | 99,954(4) | | Officer, | RSU | October 1, 2024 | - | - | - | - | - | - | 16,103 | - | - | 100,000(5) | | Treasurer and | RSU | July 31, 2025 | - | - | - | - | - | - | 48,295 | - | - | 419,201(2) | | Secretary | PRSU | July 31, 2025 | - | - | - | 24,148 | 48,295 | 96,590 | - | - | - | 155,611(3) | | Scott Melbye | STIP | August 1, 2024 | 117,250 | 234,500 | 469,000 | - | - | - | - | - | - | - | | Executive Vice | RSU | July 31, 2025 | - | - | - | - | - | - | 56,420 | - | - | 489,726(2) | | President | PRSU | July 31, 2025 | - | - | - | 28,210 | 56,420 | 112,840 | - | - | - | 181,791(3) | | Brent Berg | STIP | August 1, 2024 | 80,000 | 160,000 | 320,000 | - | - | - | - | - | - | - | | Senior Vice | RSU | July 31, 2025 | - | - | - | - | - | - | 19,148 | - | - | 166,205(2) | | President, U.S. Operations | PRSU | July 31, 2025 | - | - | - | 9,574 | 19,148 | 38,296 | - | - | - | 61,697(3) | | Pat Obara (7) | STIP | - | - | - | - | - | - | - | - | - | - | - | | Former Secretary, | RSU | July 31, 2025 | - | - | - | - | - | - | 25,568 | - | - | 221,930(2) | | Treasurer and Chief Financial Officer | PRSU | - | - | - | - | - | - | - | - | - | - | - |

  53. Grants of Plan Based Awards

    Notes:

  54. Grants of Plan Based Awards

    | (1) These figures represent possible payouts pursuant to our STIP for Fiscal 2025. |

  55. Grants of Plan Based Awards

    | (2) The grant date fair value of each RSU is $8.68 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2025. |

  56. Grants of Plan Based Awards

    | (3) The grant date fair value of each PRSU granted on July 31, 2025 is $3.22 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 31, 2025: expected risk free interest rate: 3.56%; expected volatility: 60.70%; expected dividend yield: 0%; expected life in years: 3.0; and average correlation: 38.47%. |

  57. Grants of Plan Based Awards

    | (4) These amounts represent the grant date fair value of the stock options which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the stock options granted on October 1, 2024: exercise price: $6.21; expected risk free interest rate: 3.48%; expected annual volatility: 79.75%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $4.09. |

  58. Grants of Plan Based Awards

    | (5) The grant date fair value of each RSU is $6.21 per share based on the most recent closing price of our common stock as of the grant date of October 1, 2024. |

  59. Grants of Plan Based Awards

    | (6) Ms. Man was appointed as our Chief Financial Officer, Treasurer and Secretary effective October 1, 2024. |

  60. Grants of Plan Based Awards

    | (7) On October 1, 2024, Mr. Obara stepped down as our Secretary, Treasurer and Chief Financial Officer and was appointed as our Senior Vice President, Administration effective October 1, 2024. He ceased to be an executive officer as of such date. |

  61. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth information as at July 31, 2025, relating to equity awards that have been granted to our Named Executive Officers:

  62. Outstanding Equity Awards

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Award Type | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($) (4) | | Amir Adnani | PSO (5) | July 31, 2023 | 76,610 | 38,305 | 3.98 | July 31, 2033 | - | - | - | - | | President | RSU (6) | July 31, 2023 | - | - | - | - | 132,564 | 1,149,330 | - | - | | and CEO | RSU | July 26, 2024 | - | - | - | - | 264,481 | 2,293,050 | - | - | | | RSU | July 31, 2025 | - | - | - | - | 330,682 | 2,867,013 | - | - | | | PRSU (6) | July 31, 2023 | - | - | - | - | - | - | 210,897 | 705,926 | | | PRSU | July 26, 2024 | - | - | - | - | - | - | 270,492 | 1,462,454 | | | PRSU | July 31, 2025 | - | - | - | - | - | - | 350,000 | 1,127,735 | | Josephine Man (9) | Option (7) | July 16, 2020 | 40,000 | - | 0.91 | July 16, 2030 | - | - | - | - | | Chief | Option (7) | July 21, 2021 | 11,440 | - | 2.15 | July 21, 2031 | - | - | - | - | | Financial | Option (7) | July 29, 2022 | 15,000 | - | 3.98 | July 29, 2032 | - | - | - | - | | Officer, | Option (7) | July 31, 2023 | 15,000 | - | 3.32 | July 31, 2033 | - | - | - | - | | Treasurer | Option (7) | October 1, 2024 | 6,104 | 18,311 | 6.21 | October 1, 2034 | - | - | - | - | | and | RSU | October 1, 2024 | - | - | - | - | 16,103 | 139,613 | - | - | | Secretary | RSU | July 31, 2025 | - | - | - | - | 48,295 | 418,718 | - | - | | | PRSU | July 31, 2025 | - | - | - | - | - | - | 48,295 | 155,611 | | Scott Melbye | Option (7) | July 30, 2019 | 125,000 | - | 0.9421 | July 30, 2029 | - | - | - | - | | Executive | Option (7) | July 16, 2020 | 125,000 | - | 0.91 | July 16, 2030 | - | - | - | - | | Vice | PSO (8) | July 16, 2020 | 225,000 | - | 1.10 | July 16, 2030 | - | - | - | - | | President | PSO (5) | July 31, 2023 | 13,040 | 6,520 | 3.98 | July 31, 2033 | - | - | - | - | | | RSU | July 31, 2023 | - | - | - | - | 22,564 | 195,630 | - | - | | | RSU | July 26, 2024 | - | - | - | - | 40,274 | 349,176 | - | - | | | RSU | July 31, 2025 | - | - | - | - | 56,420 | 489,161 | - | - | | | PRSU | July 31, 2023 | - | - | - | - | - | - | 35,897 | 120,156 | | | PRSU | July 26, 2024 | - | - | - | - | - | - | 41,189 | 222,694 | | | PRSU | July 31, 2025 | - | - | - | - | - | - | 56,420 | 181,791 | | Brent Berg | Option (7) | March 21, 2024 | 17,919 | 17,918 | 6.72 | March 21, 2034 | - | - | - | - | | Senior Vice | RSU | July 26, 2024 | - | - | - | - | 8,015 | 69,490 | - | - | | President, | RSU | July 31, 2025 | - | - | - | - | 19,148 | 166,013 | - | - | | U.S. | PRSU | July 26, 2024 | - | - | - | - | - | - | 8,197 | 44,318 | | Operations | PRSU | July 31, 2025 | - | - | - | - | - | - | 19,148 | 61,697 | | Pat Obara (10) | Option (7) | July 30, 2019 | 50,000 | - | 0.9421 | July 30, 2029 | - | - | - | - | | Former | Option (7) | July 16, 2020 | 125,000 | - | 0.91 | July 16, 2030 | - | - | - | - | | Secretary, | PSO (8) | July 16, 2020 | 250,000 | - | 1.10 | July 16, 2030 | - | - | - | - | | Treasurer | PSO (5) | July 31, 2023 | 10,594 | 5,298 | 3.98 | July 31, 2033 | - | - | - | - | | and Chief | RSU | July 31, 2023 | - | - | - | - | 18,334 | 158,956 | - | - | | Financial | RSU | July 26, 2024 | - | - | - | - | 38,404 | 332,963 | - | - | | Officer | RSU | July 31, 2025 | - | - | - | - | 25,568 | 221,675 | - | - | | | PRSU | July 31, 2023 | - | - | - | - | - | - | 29,167 | 97,629 | | | PRSU | July 26, 2024 | - | - | - | - | - | - | 39,276 | 212,351 |

  63. Outstanding Equity Awards

    Notes:

  64. Outstanding Equity Awards

    | (1) RSUs granted on July 29, 2022 vest in substantially equal installments on each of July 29, 2023, 2024 and 2025. RSUs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026. RSUs granted on July 26, 2024 vest in substantially equal installments on each of July 29, 2025, 2026 and 2027. |

  65. Outstanding Equity Awards

    | (2) The value shown is based on the closing price of our common stock of $8.67 per share on July 31, 2025. |

  66. Outstanding Equity Awards

    | (3) Represents unearned shares under target PRSUs granted on July 31, 2023, July 26, 2024 and July 31, 2025. The PRSUs granted on July 31, 2023 cliff vest on July 31, 2026 depending on a three-year relative TSR performance. The PRSUs granted on July 26, 2024 cliff vest on July 26, 2027 depending on a three-year relative TSR performance. The PRSUs granted on July 31, 2025 accrue as to 15% on each of July 31, 2026, 2027 and 2028 depending on one-year relative TSR performance and 55% on July 31, 2028 depending on three-year relative TSR performance. The PRSUs accrue annually and settle after 36 months. |

  67. Outstanding Equity Awards

    | (4) The grant date fair value of each PRSU granted on July 31, 2023 is $3.35 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 31, 2023: expected risk free interest rate: 4.52%; expected volatility: 84.56%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 81.22%. The grant date fair value of each PRSU granted on July 26, 2024 is $5.41 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 26, 2024: expected risk free interest rate: 4.20%; expected volatility: 73.50%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 83.80%. The grant date fair value of each PRSU granted on July 31, 2025 is $3.22 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 31, 2025: expected risk free interest rate: 3.56%; expected volatility: 60.70%; expected dividend yield: 0%; expected life in years: 3.0; and average correlation: 38.47%. |

  68. Outstanding Equity Awards

    | (5) PSOs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026. |

  69. Outstanding Equity Awards

    | (6) Indirectly held by the Named Executive Officer. |

  70. Outstanding Equity Awards

    | (7) Stock options granted on July 30, 2019, July 16, 2020, July 21, 2021, July 29, 2022, July 31, 2023, March 21, 2024 and October 1, 2024 vest as to one-eighth on each day which is three and six months, respectively, from the date of grant and one-quarter on each day which is 12, 18 and 24 months, respectively, from the date of grant. |

  71. Outstanding Equity Awards

    | (8) PSOs granted on July 16, 2020 vest in substantially equal installments on each of July 16, 2021, 2022 and 2023. |

  72. Outstanding Equity Awards

    | (9) Ms. Man was appointed as our Chief Financial Officer, Treasurer and Secretary effective October 1, 2024. |

  73. Outstanding Equity Awards

    | (10) On October 1, 2024, Mr. Obara stepped down as our Secretary, Treasurer and Chief Financial Officer and was appointed as our Senior Vice President, Administration effective October 1, 2024. He ceased to be an executive officer as of such date. |

  74. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth the value realized on stock options exercised and stock awards vested for the Named Executive Officers for Fiscal 2025:

  75. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting (*) ($) | | Amir Adnani, President and CEO | - | - | 448,308 | 3,989,194 | | Josephine Man, Chief Financial Officer, Treasurer and Secretary | - | - | - | - | | Scott Melbye, Executive Vice President | - | - | 93,087 | 829,857 | | Brent Berg, Senior Vice President, U.S. Operations | - | - | 4,007 | 36,023 | | Pat Obara, Former Secretary, Treasurer and Chief Financial Officer | - | - | 75,924 | 675,337 |

  76. Option Exercises and Stock Vested

    Note:

  77. Option Exercises and Stock Vested

    | (*) | These amounts represent the number of RSUs and PRSUs vested multiplied by the closing price of our common stock on each of the vesting dates. |

  78. No Pension Benefits

    No Pension Benefits We do not maintain any plan that provides for payments or other benefits to our executive officers at, following or in connection with their retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans.

  79. No Nonqualified Deferred Compensation

    No Nonqualified Deferred Compensation We do not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

  80. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Amir Adnani, our CEO (the "CEO Pay Ratio"). For Fiscal 2025, our last completed fiscal year:

  81. CEO Pay Ratio

    | ● | the median of the annual total compensation of all our employees (other than our CEO) was $68,387; and |

  82. CEO Pay Ratio

    | ● | the annual total compensation of our CEO, including incentive based compensation, as reported in the "- Summary Compensation Table" above, was $6,356,248. |

  83. CEO Pay Ratio

    Based on this information, for Fiscal 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 93 to 1. We believe our CEO Pay Ratio for Fiscal 2025 demonstrates our pay-for-performance philosophy. Our compensation program consists of both fixed and variable components and is designed to motivate all employees to produce superior short and long-term corporate performance. The ratio of our CEO's base compensation to the base compensation of our median employee was approximately 93 to 1 because our compensation philosophy aims to position the fixed portion of our CEO's compensation near the 50th percentile of his position per the Peer Group review conducted by GGA. Given our CEO's level of responsibility, experience and potential, our Compensation Committee awards the CEO a mix of compensation with a higher variable component (i.e., annual bonus, RSUs and PRSUs) that is based upon individual performance. As a result, a substantial percentage of our CEO's total compensation is at risk every year, providing our CEO with greater incentive to increase stockholder value and improve corporate performance over the long term. To identify the median of the annual total compensation of all our employees, we took the following steps:

  84. CEO Pay Ratio

    | ● | we selected July 31, 2025 as the date upon which we would identify the median employee to allow sufficient time to identify the median employee given the global scope of our operations; |

  85. CEO Pay Ratio

    | ● | we determined that, as of July 31, 2025, our employee population consisted of approximately 170 individuals, excluding our CEO, working for us and our consolidated subsidiaries, with approximately 76% of these individuals located in the United States, 16% in Canada and 8% in Paraguay. This population consisted of our full-time employees. We do not have part-time, temporary and seasonal employees; |

  86. CEO Pay Ratio

    | ● | to identify the median employee from our employee population, we examined the annual base compensation and annual bonus target for Fiscal 2025 for all full-time, part-time and temporary employees employed by us and our consolidated subsidiaries at the start of business on July 31, 2025. We believe that these pay elements are appropriate because it was impractical to gather actual data from multiple payroll systems utilized to pay our worldwide workforce, and the actual achievement of the variable portion of compensation can vary widely from year to year; |

  87. CEO Pay Ratio

    | ● | we annualized compensation for any permanent employees that were only employed for part of Fiscal 2025; |

  88. CEO Pay Ratio

    | ● | no adjustments were made for cost-of-living differences; |

  89. CEO Pay Ratio

    | ● | an average exchange rate for the U.S. dollar for Fiscal 2025 was applied to compensation reported in a foreign currency; and |

  90. CEO Pay Ratio

    | ● | all employees except for our CEO were ranked from lowest to highest with the median determined from this list. |

  91. CEO Pay Ratio

    Once we identified our median employee, we combined all of the elements of such employee's compensation for Fiscal 2025 in accordance with the requirements of Item 402(c)(2)(x) of SEC Regulation S-K, resulting in annual total compensation of $68,387. With respect to the annual total compensation of our CEO, we used the amount reported in the "Total" column of our "Summary Compensation Table" included above. The CEO Pay Ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the CEO Pay Ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  92. Pay Versus Performance

    Pay Versus Performance The following summarizes the relationship between the executive "Compensation Actually Paid" by the Company, our TSR and Peer Group TSR for the five years ending July 31, 2025 for our CEO and other NEOs.

  93. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year (a) | Summary Compensation Table Total for CEO (1) ($) (b) | Compensation Actually Paid to Other NEOs (2) ($) (c) | Average Summary Compensation Table Total for Other NEOs (1) ($) (d) | Average Compensation Actually Paid to Other NEOs (2) ($) (e) | Total Shareholder Return (3) ($) (f) | Peer Group Total Shareholder Return (3)(4) ($) (g) | Net Income (loss) (4)(5) ($ in thousands) (h) | | 2025 | 6,356,248 | 12,436,349 | 969,360 | 1,503,071 | 895.38 | 628.66 | (87,656) | | 2024 | 5,365,453 | 8,144,553 | 807,301 | 1,378,756 | 612.41 | 384.43 | (29,221) | | 2023 | 3,700,780 | 2,690,924 | 742,727 | 581,394 | 371.79 | 319.39 | (3,307) | | 2022 | 2,315,872 | 2,212,036 | 603,525 | 590,809 | 433.75 | 283.00 | 5,252 | | 2021 | 1,635,553 | 1,907,583 | 500,947 | 557,369 | 224.10 | 188.88 | (14,813) |

  94. Pay Versus Performance

    Notes:

  95. Pay Versus Performance

    | (1) For columns (b) and (d), the dollar amounts represent total compensation paid to our CEO and other NEOs, respectively, and are taken directly from the Summary Compensation Table included in our Annual Reports on Form 10-K for the applicable years. For Fiscal 2025, these other NEOs included Josephine Man, Scott Melbye, Brent Berg and Pat Obara. For Fiscal 2024, they included Scott Melbye, Pat Obara and Brent Berg. For Fiscals 2023, 2022 and 2021 they included Scott Melbye and Pat Obara. |

  96. Pay Versus Performance

    | (2) The following table sets forth the adjustments made to arrive at "Compensation Actually Paid" for our CEO and other NEOs during each of the fiscal years reflected in this table. |

  97. Pay Versus Performance

    | (3) Total shareholder return represents the value of a deemed fixed investment of $100 at market close on July 31, 2020, assuming the reinvestment of dividends, if any. Total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period, by the share price at the beginning of the measurement period. For the purposes of this table our Peer Group consisted of the following companies: Cameco Corporation, Centrus Energy Corp., Comstock Resources, Inc., Denison Mines Corp., Energy Fuels Inc., Gulfport Energy Corporation, Magnolia Oil & Gas Corporation, NexGen Energy Ltd., NGEx Minerals Ltd., Northern Oil and Gas, Inc., NuScale Power Corporation, Oklo Inc. and Vital Energy, Inc. For the purposes of understanding the cumulative returns over time, this table should be read from bottom to top. |

  98. Pay Versus Performance

    | (4) Beginning in Fiscal 2025, we updated our Peer Group used for total return comparison in this table. For more details related to the current Peer Group in comparison to the previous peer group, refer to "- Benchmarking Compensation and Peer Groups" above. For consistency and comparability, the total return for the current Peer Group has been calculated and presented retroactively for all years included in this table, starting from the base year date of August 1, 2020. The total return of the peer group used prior to Fiscal 2025 for the same period is provided below for reference. |

  99. Pay Versus Performance

    | | Total Return | | | Year | 2024 Peer Group | 2025 Peer Group | | 2025 | 348.24% | 528.66% | | 2024 | 247.70% | 284.43% | | 2023 | 195.88% | 219.39% | | 2022 | 153.07% | 183.00% | | 2021 | 73.25% | 88.88% |

  100. Pay Versus Performance

    | (5) Net income (loss) represents the amounts reported in our audited financial statements included in our Annual Report. |

  101. Pay Versus Performance

    Compensation Actually Paid to CEO and Average Compensation Actually Paid to Other NEOs

  102. Pay Versus Performance

    | Adjustments to Determine | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | Compensation Actually Paid | CEO ($) | Other NEOs ($) | CEO ($) | Other NEOs ($) | CEO ($) | Other NEOs ($) | CEO ($) | Other NEOs ($) | CEO ($) | Other NEOs ($) | | Total reported in Summary Compensation Table | 6,356,248 | 969,360 | 5,365,453 | 807,301 | 3,700,780 | 742,727 | 2,315,872 | 603,525 | 1,635,553 | 500,947 | | Less, amounts reported under "Stock Awards" in the Summary Compensation Table | (3,998,055) | (449,040) | (3,640,453) | (397,756) | (2,026,264) | (312,562) | (964,705) | (233,357) | (895,553) | (255,292) | | Less, amounts reported under "Option Awards" in the Summary Compensation Table | - | (24,989) | - | - | (240,516) | (37,101) | - | - | - | - | | Add, fair value of equity awards granted during the year that were outstanding and unvested as of year end (*) | 3,998,055 | 474,276 | 3,640,453 | 397,756 | 1,320,337 | 203,669 | 573,602 | 138,751 | 506,250 | 144,314 | | Add, change as of the end of the fiscal year (from the end of the prior fiscal year) in fair value of awards granted in prior fiscal years that are outstanding and unvested as of year end (*) | 4,132,195 | 327,714 | 1,309,012 | 211,109 | (63,413) | (15,339) | 287,267 | 81,890 | 661,333 | 167,400 | | Add, the fair value of equity awards granted and vested during the fiscal year | - | 5,218 | - | - | - | - | - | - | - | - | | Add, change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in prior fiscal years that vested during the fiscal year (*) | 1,947,906 | 200,532 | 1,470,088 | 360,346 | - | - | - | - | - | - | | Total Adjustments | 6,080,101 | 533,711 | 2,779,100 | 571,455 | (1,009,856) | (161,333) | (103,836) | (12,716) | 272,030 | 56,422 | | Compensation Actually Paid | 12,436,349 | 1,503,071 | 8,144,553 | 1,378,756 | 2,690,924 | 581,394 | 2,212,036 | 590,809 | 1,907,583 | 557,369 |

  103. Pay Versus Performance

    (*) The fair value or incremental fair value of all incentive equity awards is determined in accordance with ASC 718, Compensation – Stock Compensation, generally using the same methodology and assumptions we use for financial reporting purposes when determining the grant date fair value of our equity awards reflected in the Summary Compensation Table herein.

  104. Compensation Actually Paid Versus Performance

    Compensation Actually Paid Versus Performance Our Executive compensation is linked strongly to our performance, with a majority of annual target compensation being variable and at-risk. In Fiscal 2025, 90% and 70% of the total target compensation for our CEO and other NEOs on average, respectively, was at-risk and tied to performance measures that relate to, or impact, stockholder return. The following charts provide depict Compensation Actually Paid to our NEO against our TSR and Peer Group TSR. For Fiscal 2025 our TSR ranked approximately in the 46th percentile of our Peer Group, while our CEO's overall pay ranked approximately in the 54th percentile of our Peer Group. As a growth-stage uranium company focused on advancing a pipeline of low-cost production-ready projects, we are strategically positioned for long-term value creation. While we have not yet commenced production activities as defined by the SEC's Production Stage mining company classification, our focus remains on asset development and increasing stockholder value. During the periods presented, we did not report revenue from our mining operations, and therefore, net income (loss) has not historically served as a primary performance measure in our executive compensation programs. Despite fluctuations in net income — including a net loss of approximately $14.8 million in Fiscal 2021, net income of approximately $5.3 million in Fiscal 2022, a net loss of approximately $3.3 million in Fiscal 2023, a net loss of approximately $29.2 million in Fiscal 2024 and a net loss of $87.7 million in Fiscal 2025 — we delivered strong stockholder returns. Since Fiscal 2021, we have generated a total stockholder return of 300%, representing a compound annual growth rate (CAGR) of 41%. This performance exceeded our Peer Group average by 38%, underscoring the effectiveness of our strategy and leadership during a period of significant industry growth and policy tailwinds for nuclear energy. During this period of sustained value creation and operational scaling, the compensation actually paid to our CEO increased in alignment with stockholder returns and progress on key strategic milestones. The average compensation actually paid to our other executive officers increased proportionately over this period. We employ a balanced mix of quantitative performance metrics and Peer Group benchmarking to align executive compensation with both absolute and relative value creation. This ensures that our long-term incentive structure reflects the multi-year strategic roadmap and stockholder priorities. Performance, at the current stage of the business is tied to multiple criteria, which are reflected in our STIP performance scorecard and share price performance on both an absolute and relative to our Peer Group basis. We believe in taking a balanced approach to long-term performance-based compensation. Therefore, the NEOs receive a mix of performance vesting PRSUs and time vesting RSUs. In totality, these form an integral part of our executive compensation program and are closely related to our performance, however, are not directly tied to TSR because their value is directly correlated to the market price of our Shares and requires that the NEOs continue in our employment over the vesting period. As such, these performance vesting equity awards strongly align our NEOs' interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our NEOs to continue in our employment for the long-term.

  105. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our non-executive directors receive an annual retainer consisting of cash and equity compensation for their annual service. The value and form of equity awards granted to each director is based on the experience of the director, time spent on Company matters and the compensation paid to directors of other companies in the industry. In Fiscal 2025 RSUs and stock options were awarded to our non-executive directors. The RSUs vest over 36 months. The stock options vest over 24 months. The following table sets forth information relating to compensation paid to our non-executive directors for Fiscal 2025:

  106. DIRECTOR COMPENSATION

    | Name | Fees Earned Or Paid In Cash | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | Spencer Abraham | $170,000 | $146,597 | $139,322 | $- | $- | $- | $455,919 | | David Kong | 73,000 | 59,180 | 56,244 | - | - | - | 188,424 | | Vincent Della Volpe | 65,500 | 59,180 | 56,244 | - | - | - | 180,924 | | Gloria Ballesta | 65,500 | 59,180 | 56,244 | - | - | - | 180,924 | | Trecia Canty | 48,000 | 59,180 | 56,244 | - | - | - | 163,424 |

  107. DIRECTOR COMPENSATION

    | (1) These amounts represent the grant date fair value of RSUs. The grant date fair value of each RSU is $8.68 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2025. RSUs granted on July 31, 2025 vest in substantially equal installments on each of July 31, 2026, 2027 and 2028. |

  108. DIRECTOR COMPENSATION

    | (2) These amounts represent the grant date fair value of the stock options which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the stock options granted on July 31, 2025: exercise price: $8.68; expected risk free interest rate: 3.92%; expected annual volatility: 74.26%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $5.49. |

  109. DIRECTOR COMPENSATION

    As at July 31, 2025, our non-executive directors held stock options to acquire an aggregate of 1,123,454 Shares as follows: Spencer Abraham: 191,073 stock options; David Kong: 189,331 stock options; Vincent Della Volpe: 236,290 stock options; Gloria Ballesta: 243,290 stock options; and Trecia Canty: 148,555 stock options. Amir Adnani serves as our President, CEO and a director. Within his capacity as President and CEO, and through an executive services agreement with a private company, Adnani Corp., controlled by Mr. Adnani, he provides various consulting services. Mr. Adnani does not receive additional compensation in connection with his service as a director. Mr. Adnani's direct and indirect compensation as an executive officer is disclosed above in the "- Summary Compensation Table". In Fiscal 2025 Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty served as independent directors. Mr. Abraham serves as our Chairman (non-executive). Mr. Kong serves as Chairperson of our Audit Committee. Mr. Della Volpe serves as Chairperson of our Compensation Committee. Ms. Ballesta serves as Chairperson of our Nominating and Corporate Governance Committee. Ms. Canty serves as Chairperson of our Sustainability Committee. The following table sets forth the annual retainer fees paid to our non-executive directors in Fiscal 2025 and thereafter.

  110. DIRECTOR COMPENSATION

    | | Retainer | | | Board Position | Fiscal 2025 | Fiscal 2026 | | Chairperson (non-executive) | $170,000 | $170,000 | | Non-Executive Director | $38,000 | $40,000 | | Audit Committee Chairperson | $12,500 | $12,500 | | Compensation Committee Chairperson | $10,000 | $10,000 | | Nominating and Corporate Governance Committee Chairperson | $5,000 | $5,000 | | Sustainability Committee Chairperson | $5,000 | $5,000 | | Audit Committee Members including the Chairperson | $7,500 | $7,500 | | Committee Members other than Audit including the Chairperson (*) | $5,000 | $5,000 |

  111. DIRECTOR COMPENSATION

    Note:

  112. DIRECTOR COMPENSATION

    | (*) | Committee member retainers applicable to our Compensation Committee, our Nominating and Corporate Governance Committee and our Sustainability Committee. Each Committee Chairperson also receives the base committee member retainer. |

  113. DIRECTOR COMPENSATION

    In addition to such annual retainer fees, our non-executive directors may, from time to time, receive equity compensation, which is granted on a discretionary basis. The value and form of equity compensation granted is based on the experience of the director, time spent on Company matters and a comparison of the compensation paid to directors of other companies in the industry.