DEF 14A of Ur-Energy Inc, Apr 23, 2024

DEF 14A of Ur-Energy Inc

Filed Apr 23, 2024 · FY20230001654954-24-004929

Open on EDGAR

  1. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors The articles of the Company provide that the Board of Directors of the Company (the “Board of Directors” or the “Board”) shall consist of a minimum of one and a maximum of ten directors, the number of which will be seven as elected at the Meeting. Election of directors will be conducted on an individual basis, and will include John W. Cash, Rob Chang, Elmer W. Dyke, Gary C. Huber, Thomas H. Parker, John Paul Pressey, and Kathy E. Walker. As discussed below in “Statement of Corporate Governance - Majority Voting,” each Director must receive a majority of the votes cast (in person or by proxy) as to his or her election or will be required to submit his or her resignation subject to the provisions of the Canada Business Corporations Act (“CBCA”) and related regulations. Nominees: Each of the seven persons named above is a nominee for election as a director at the Meeting for a term of one year or until his or her successor is elected and qualified. Each of the nominees is currently serving as a Director of the Company. Messrs. Pressey and Dyke were recently named to the Board and have not yet stood for election by our shareholders. Each of the other nominees was elected to the Board of Directors at the last annual meeting of shareholders. Management does not anticipate that any of the nominees for election as directors will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the form of proxy reserve the right to vote for another nominee in their discretion or for the election of only the remaining nominees. The Board of Directors has delegated to the Corporate Governance and Nominating Committee the responsibility for reviewing and recommending nominees for director, in conjunction with the Chairman of the Board, Mr. Cash. The Board determines which candidates to nominate or appoint, as appropriate, after considering the recommendation of the Corporate Governance and Nominating Committee. Certain of our Directors have historically and do currently serve on boards of directors of other companies. We view this to be beneficial to the Company, provided there is no conflict of interest, nor restrictions on time which are disadvantageous to our Board’s interests. Current service on the boards of other public companies is set forth, below, under “Service on Additional Boards.” The Company believes that service on other boards allows for broader experience and expertise which benefits the individual and the companies served, including Ur-Energy. None of our Directors sits on more than three public company boards or, alternatively, is the CEO of a public company and sits on the board of more than two public companies besides the one for which he/she is the CEO (i.e., none of our directors is “overboarded”).

  2. Proposal No. 1: Election of Directors

    | 6 | | Table of Contents |

  3. Proposal No. 1: Election of Directors

    Qualifications: In evaluating a director candidate, the Corporate Governance and Nominating Committee considers the candidate’s independence, character, business experience, industry-specific experience including technical expertise, corporate governance skills and abilities, training and education, a history of personal and professional achievement and leadership; commitment to performing the duties of a director, and other skills, abilities, or attributes that fill specific needs of the Board or its committees. Each nominee brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas, including natural resources exploration and development, mining operations, nuclear energy, executive management, board service, corporate governance, finance, financial markets, employment, and international business. These varied and substantial backgrounds, skills, and qualifications, as described in more detail below, and the contributions of each to the development and current operations of the Company as described below under the heading “Board Composition” led the Corporate Governance and Nominating Committee and the Board of Directors to the conclusion that each of the nominees should serve as a Director for the coming year.

  4. Recommendation of Ur-Energy’s Board of Directors

    Recommendation of Ur-Energy’s Board of Directors The Board of Directors recommends that the shareholders vote FOR the election of all of the named nominees for director and, unless a shareholder gives instructions on the proxy card to the contrary, the proxies named thereon intend to so vote.

  5. Recommendation of Ur-Energy’s Board of Directors

    | John W. Cash, 51, M.Sc. | Chairman of the Board, President and CEO |

  6. Recommendation of Ur-Energy’s Board of Directors

    Mr. Cash was appointed Chairman of the Board of Directors of Ur-Energy in 2022, after having been named Chief Executive Officer and President of the Company. Cash joined Ur-Energy in 2007 and was appointed as Vice President Regulatory Affairs in 2011. He led the permitting and licensure of both the Lost Creek and Shirley Basin uranium mines, while managing the environmental, health and safety (“EHS”) and geology departments and contributing to the development and growth of the Company. During his tenure with Ur-Energy, Mr. Cash has gained a well-deserved reputation for developing impactful industry solutions related to water management, EPA aquifer exemptions, technical design, and environmental matters. Mr. Cash has nearly 30 years of diverse experience in the uranium industry, from which he has acquired broad-reaching expertise in exploration, EHS including radiation safety, regulatory and legislative affairs, and uranium recovery operations, as well as extensive management experience. He is a respected industry leader and has served as a past president of the Uranium Producers of America. Prior to joining Ur-Energy, Mr. Cash worked for established uranium mining companies, including BHP, Rio Algom Mining, and Crow Butte Resources, a subsidiary of Cameco, in various roles in mineral exploration, as Operations Superintendent and EHS Manager. As Operations Superintendent, Mr. Cash managed all aspects of wellfield production and plant processing at the 800,000 lbs. U3O8 per year Crow Butte ISR facility. Mr. Cash is a Fellow of the inaugural World Nuclear Summer Institute. Mr. Cash received B.Sc. and M.Sc. degrees in Geology and Geophysics from the University of Missouri-Rolla. The Board of Directors has concluded that Mr. Cash is well qualified and should serve as a director of the Company on the basis of his contributions to the Company since 2007, as an employee, executive officer and most recently as Chief Executive Officer, President and Chairman of the Board of Directors since 2022. Additionally, the Board of Directors believes that Mr. Cash’s lengthy tenure and diverse expertise in the uranium industry will continue to benefit the Board.

  7. Recommendation of Ur-Energy’s Board of Directors

    | Rob Chang, 46, MBA | Director, Chair of Treasury & Investment Committee |

  8. Recommendation of Ur-Energy’s Board of Directors

    Mr. Chang has 26 years of experience in the financial services industry and has been a sought-after expert in uranium markets. An experienced senior executive, he currently sits on the boards of publicly traded mineral resource companies. He is the Co-Founder and Chief Executive Officer of Gryphon Digital Mining currently, while his past roles include serving as the Managing Director and Head of Metals & Mining at Cantor Fitzgerald where he provided research coverage in precious metals, base metals, lithium, and uranium. He is well familiar with the uranium mining industry and is considered a subject matter expert by several media outlets. He was recognized by Bloomberg as the “Best Precious Metals Analyst” in Q1 2016. Mr. Chang has frequently been quoted by and been a regular guest of several media outlets including Bloomberg, Reuters, CNBC, and the Wall Street Journal. Mr. Chang previously served as a Director of Research and Portfolio Manager at Middlefield Capital, a Canadian investment firm which managed $3 billion in assets. He was also on a five-person multi-strategy hedge fund team where he specialized in equity and derivative investments. Mr. Chang completed his MBA at the University of Toronto’s Rotman School of Management. Mr. Chang also serves as a director on the boards of Fission Uranium Corp. (since April 2018) and Shine Mineral Corp. (since November 2018).

  9. Recommendation of Ur-Energy’s Board of Directors

    | 7 | | Table of Contents |

  10. Recommendation of Ur-Energy’s Board of Directors

    The Board of Directors has concluded that Mr. Chang is well qualified and should serve as a director of the Company on the basis of his contributions to the Board since 2018, and his extensive knowledge of the financial markets and financial services industry, as well as his knowledge of the uranium mining industry.

  11. Recommendation of Ur-Energy’s Board of Directors

    | Elmer W. Dyke, 60, B.A. | Director |

  12. Recommendation of Ur-Energy’s Board of Directors

    Elmer Dyke is a recognized global leader in the commercial and government nuclear industry with over 35 years’ experience. Mr. Dyke has a Bachelor of Arts Degree in International Political Economy from Davidson College and served as a U.S. Army Officer for 13 years. Mr. Dyke’s professional career includes a tenure with the U.S. Department of State during which he directed international security programs, including nuclear nonproliferation and high technology projects and was detailed to the Departments of Defense and Commerce. Mr. Dyke has worked within global firms NAC International and Booz Allen Hamilton where he served as an expert on nuclear nonproliferation, strategy and nuclear fuel cycle. More recently, Mr. Dyke filled senior executive roles at Centrus Energy Corporation, a global nuclear fuel supplier and technical services provider. At Centrus Energy and in prior executive roles, Mr. Dyke led strategic planning and business development, financial performance, and risk management for the businesses. Currently, Mr. Dyke leads New Horizons Nuclear Associates, LLC, a global nuclear consulting firm he formed in 2022. Mr. Dyke is intimately involved with the entire nuclear fuel cycle and has served terms on the board of directors of the World Nuclear Association and the U.S. Nuclear Industry Council. The Board of Directors has concluded that Mr. Dyke is well qualified and should continue to serve as a director of the Company, because of his role as a leader in the global nuclear fuel sector, and his extensive experience serving as an executive in several nuclear energy-related businesses, as well as his experience serving on the boards of directors of significant industry organizations.

  13. Recommendation of Ur-Energy’s Board of Directors

    | Gary C. Huber, 72, PhD, P.Geo | Director, Chair of Corporate Governance and Nominating Committee |

  14. Recommendation of Ur-Energy’s Board of Directors

    Dr. Huber is a mining executive with decades of natural resources experience. Previously, Dr. Huber served as a director for Ur‑Energy during 2007. Dr. Huber returned to serve as a director for Ur-Energy in 2015. In the interim, Dr. Huber served as President and CEO of Neutron Energy, Inc. (2007-2012), a privately held uranium company which was conducting project feasibility analyses as well as permitting of two uranium mines and a mill complex. Dr. Huber is the founder, in 2006, and managing member of Rangeland E&P, LLC, a private company established for oil and gas exploration. Dr. Huber served as an independent director of Gold Resource Corporation, a precious metal mining company. He was chairman of its audit committee and a member of the compensation committee. He also served as an independent director of Capital Gold Corp., a gold mining company with operations in Mexico, and served on its audit and corporate governance committees. Dr. Huber was one of the founders of Canyon Resources Corporation in 1979, initially for uranium exploration and subsequently transitioned to precious metal and industrial mineral exploration and production. From 1979 to 2006 with Canyon Resources, he served in various capacities, including as director, chief financial officer, vice president of finance, treasurer, and secretary. He also served as the president and chief executive officer of CR Minerals Corporation, an industrial minerals production subsidiary of Canyon Resources, from 1987 to 1998. Dr. Huber holds a PhD in geology with a minor in mineral economics from Colorado School of Mines. He is a fellow of the Society of Economic Geologists, where he previously served as the chairman of its audit and investment committees; and a member of the Society for Mining, Metallurgy and Exploration, where he previously served as the chairman of the audit committee. Dr. Huber served as a director and treasurer of The Society of Independent Professional Earth Scientists, a not-for-profit professional group. He also has served as President of the Society of Independent Earth Scientists Foundation, which awards scholarships to undergraduate and graduate students majoring in the earth sciences fields. Dr. Huber formerly was a director of the Denver Gold Group, a not-for-profit industry association for publicly traded precious metal companies. Dr. Huber is a Utah registered Professional Geologist. The Board of Directors has concluded that Dr. Huber is well qualified and should serve as a director of the Company on the basis of his contributions to the Company as a director (in 2007, and since his return to the Board in 2015), and because of his extensive mining industry experience including in areas of natural resources development and mining operations, and executive management and finance, developed by serving as an executive officer and director of publicly-traded natural resource companies.

  15. Recommendation of Ur-Energy’s Board of Directors

    | 8 | | Table of Contents |

  16. Recommendation of Ur-Energy’s Board of Directors

    | Thomas H. Parker, 81, M.Eng., P.E. | Lead Director, Chair of Audit Committee |

  17. Recommendation of Ur-Energy’s Board of Directors

    Mr. Parker has worked extensively in senior management positions in the mining industry, having begun his career in the mining industry more than 55 years ago. Mr. Parker is a mining engineer graduate from South Dakota School of Mines, with a Master’s Degree in Mineral Engineering Management from Penn State. Mr. Parker was President and CEO, and a director of U.S. Silver Corporation until his retirement in 2012. Prior to that, Mr. Parker was President and CEO of Gold Crest Mines, Inc., before which he was the President and CEO of High Plains Uranium, Inc., a junior uranium mining company acquired by Energy Metals in 2007. Mr. Parker also served for 10 years as Executive Vice President of Anderson and Schwab, a management consulting firm. Prior to Anderson and Schwab, Mr. Parker held many executive management positions including with Costain Minerals Corporation, ARCO, Kerr McGee Coal Corporation and Conoco. He also has worked in the potash, limestone, talc, coal, and molybdenum industries and has extensive experience working in Niger, France, and Venezuela. The Board of Directors has concluded that Mr. Parker is well qualified and should serve as a director of the Company on the basis of his contributions to the Company as a director since 2007 and, for the past 10 years serving as our Lead Director, as well as his more than 55 years in the mining industry, including vast operational and executive management experience.

  18. Recommendation of Ur-Energy’s Board of Directors

    | John Paul (JP) Pressey, 50, Bachelor of Commerce, Chartered Professional Accountant | Director |

  19. Recommendation of Ur-Energy’s Board of Directors

    John Paul Pressey had a nearly three-decade long career in the assurance practice at PricewaterhouseCoopers LLP, with 16 years as a partner. With a Bachelor of Commerce degree from the University of Alberta, Mr. Pressey is a Chartered Professional Accountant with extensive experience working with U.S. and Canadian publicly traded companies in the mining industry, and other industries including manufacturing, utilities, and alternative energy. His experience includes acquisitions and capital markets transactions, working with clients to identify and implement practical business solutions to accounting, audit and financial issues. Well-respected for his ethics and integrity, Mr. Pressey spent six years at PricewaterhouseCoopers as its Assurance Leader for British Columbia, overseeing all aspects of PricewaterhouseCoopers’s assurance results and operations for that Province. Mr. Pressey has significant experience presenting to and working with boards of client companies and has facilitated sessions at the Institute for Corporate Directors. The Board of Directors has concluded that Mr. Pressey is well qualified and should continue to serve as a director of the Company because of his expertise in finance, accounting and audit matters, and extensive experience working with publicly traded companies to implement business plans, including working with and presenting to the boards of directors of those client companies.

  20. Recommendation of Ur-Energy’s Board of Directors

    | Kathy E. Walker, 65, MBA | Director, Chair of Compensation Committee |

  21. Recommendation of Ur-Energy’s Board of Directors

    Ms. Walker is the founder and CEO of the eKentucky Advanced Manufacturing Institute, a high-tech workforce training center. She is also the CEO of Elm Street Resources Inc., an energy marketing company. Both companies are based in Painstville, Kentucky. She brings more than 35 years of experience in various energy, financial, and manufacturing related business endeavors to our Board. Ms. Walker holds an MBA from Xavier University. Prior to starting Elm Street Resources, she served as Secretary and Controller of Agip Coal, USA, a subsidiary of the Italian National Energy Agency ENI. Ms. Walker, former Chair of the Morehead State University Board of Regents, was a founder and board member of First Security Bank, Lexington, Kentucky and of Great Nations Bank, Norman, Oklahoma. She is a member of several regional economic development boards. The Board of Directors has concluded that Ms. Walker is well qualified and should serve as a director of the Company based on her contributions to the Company as a director since 2017, and because of her extensive energy-related business experience including in areas of sales and marketing, and executive management and finance expertise, developed by serving as an executive officer and director of various entities.

  22. Recommendation of Ur-Energy’s Board of Directors

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  23. Recommendation of Ur-Energy’s Board of Directors

    Proposal No. 2: Re-Appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as our Independent Auditors and Approval for the Board of Directors to Fix the Remuneration of the Auditors

  24. Compensation Program

    | • | Setting Objectives: Establishment of department and overall corporate objectives, followed by personal objectives, in conjunction with the approved budget, and additional guidance from management set the stage for our year ahead. | | • | LTIP Awards to Incentivize: As a part of setting objectives, and “looking ahead,” the Compensation Committee recommends, and the Board considers and approves the annual grant of stock options and RSUs and other share units or commons shares available to grant under the RSU&EI Plan to those eligible for consideration. See “Equity Incentive Plans,” below. | | • | Performance Review: Annually, in the first quarter, we review our performance during the past year, initially with a determination of performance to corporate objectives (reviewed by the Compensation Committee and our Board). The performance of staff is reviewed; executive officers are evaluated by the Chief Executive Officer and the Compensation Committee; and the Chief Executive Officer is evaluated by the Compensation Committee and the Board of Directors. Based upon these performance assessments, bonuses are determined and awarded, in the discretion of the Compensation Committee and Board. See further discussion under “Short Term Incentive Plan” below. | | • | COLA and Salary Reviews: Cost-of-living adjustments to salaries are typically considered mid-year when best data are available. Periodically, and at least annually in recent years, salary surveys are completed, with staff salaries adjusted to the findings of the survey, as necessary. |

  25. Compensation Structure

    | • | executive officers have a higher percentage of at-risk compensation relative to other employees, because the executive officers have the greatest ability to influence corporate performance; | | • | ••• of an executive’s short-term incentive is based on corporate performance; and | | • | 80% of an executive’s long-term incentive is composed of stock options, which are highly leveraged to our share price performance. |

  26. Compensation Structure

    The incentive compensation actually received by the executive officers varies based upon individual performance and the achievement of corporate and personal objectives and is ultimately subject to the discretion of the Compensation Committee and the Board. Components of Compensation Base Salary Base salary is the fixed portion of cash compensation earned by and paid to our executive officers and employees. We seek to identify levels of base salary or wage which will aid in attracting and retaining quality employees. Base salaries for all employees are reviewed at least annually by management and more frequently recently, in times of labor market challenges. The Compensation Committee reviews the base salary for each executive officer routinely or upon a promotion or other change in job responsibility, based on the individual’s level of responsibility, the importance of the position and the individual’s contribution to our overall performance. The Compensation Committee also assesses the base salaries of the executive officers relative to a group of peer companies with similar scope and operations to ensure that base salaries are positioned competitively with executive officers in similar roles at peer companies. (See also “2022 Independent Review of Compensation Program,” below.) Our overall objective remains to provide a competitive base salary designed to recruit and retain qualified, high-performing executives, while responsibly administering our budget and achieving our corporate objectives. Short-Term Incentive Plan Total cash compensation includes base salary and any variable (at risk) short-term cash incentive compensation. Bonus awards under our short-term incentive plan (“STIP”) are typically calculated using a formula that is based upon performance in relation to corporate objectives, set by the Chief Executive Officer and executive management and approved by the Board, and in relation to personal objectives, also overseen by the CEO and Board. The STIP program is designed to recognize and reward both corporate and individual performance results. Weighting of corporate and personal objectives as related to the STIP program provides greater personal responsibility of each executive officer for not only the corporate objectives, but also his or her personal objectives which are tied to that year’s corporate and departmental objectives. This portion of our compensation program was also developed through consideration of peer group practices and other standards. We continue to use objectives to broadly measure our total corporate performance in consideration of our STIPs, as well as for other purposes. A focus on health, safety, and environmental performance is embedded repeatedly throughout our program. We ask each employee to focus on personal safety and the safety of their team. We continue to evaluate, broadly, the performance of Total Company, Lost Creek, Shirley Basin, and Corporate Services. Each performance objective is measured on three performance levels (Threshold, Target and Maximum). Threshold, Target and Maximum performance-level values are based on quantifiable measures, when possible, where typically the Threshold value is 80% of Target and the Maximum value is 120% of Target. When quantifiable measures are not possible, or more than one measure is used, we use a four-point scale to measure results. The target level of performance is set at an aggressive level that represents a ‘reasonable stretch.’ For example, when using our four-point scale to measure results, a score of 3 (Fully Successful) is used as the Target. Achieving the Target would result in a 100% payout of the objective. The Threshold level of performance is the minimum performance that must be met before being eligible for any payout. The Threshold performance level is typically set at 80% of Target, or a score of 2 (Partially, but not Fully, Successful Performance) on the four-point scale. There is no payout if the Threshold is not met. Achieving the Threshold would result in a 50% payout. Maximum level of performance is typically set at 120% of Target, or a score of 4 (Superior Performance). Achieving or exceeding the Maximum would result in a 150% payout.

  27. Compensation Structure

    | 2023 STIP Targets and Weights | | | | | POSITION | STIP Target (% of Base Salary) | Corporate Objectives Weight | Personal Objectives Weight | | President and CEO: John W. Cash | 80% | 60% | 40% | | Other Executive Officers (CFO, COO and Corporate Secretary) | 60% | 60% | 40% |

  28. Compensation Structure

    Actual STIP awards are based on performance for the year and are typically paid in the following year after our year-end results are evaluated. We calculate the STIP awards as follows: Long-Term Equity Incentives The long-term incentive plan (“LTIP”) includes our Option Plan and the RSU&EI Plan (and, with the Option Plan, the “Plans”). The Plans together form a long-term incentive for eligible employees including executive officers and, in the case of the Option Plan, our consultants. Eligibility for participation and awards under the Plans are determined by the Compensation Committee, considering the recommendations of the Chief Executive Officer (and, for the Chief Executive Officer, the recommendations of the Compensation Committee to the Board). The purposes of the Plans are to provide eligible participants with the opportunity to own Common Shares of the Company, enhance Ur-Energy’s ability to attract, retain and motivate key personnel, and align each participant’s interests with those of the Company’s shareholders. Awards made under the Plans are based upon a pre-established formula tied to base salary and our compensation structure. The LTIP target for our CEO is 80% of his base salary; the LTIP target for our other executive officers is 60% of his or her base salary. A more detailed discussion of the Plans can be found below under “Stock Option Plan and Amended and Restated Restricted Share Unit and Equity Incentive Plan.” Perquisites Including Benefits We provide employees, including our executive officers, with perquisites including personal benefits that we believe are reasonable and consistent with the overall compensation program to better enable us to attract and retain quality employees. We periodically review the types and levels of perquisites provided to the employees and executive officers to ensure competitiveness and value. Executive officers participate on the same terms as other eligible employees in our healthcare and other benefit programs including a 401(k) Plan (with Company match), medical, prescription drug, dental, vision, short- and long-term disability, life and supplemental life insurances; employee assistance program; and health and dependent care flexible spending accounts. Compensation Risk Assessment The charter for our Compensation Committee requires the Committee to review and consider the implications of the risks associated with our compensation policies and practices to avoid encouraging inappropriate risk taking by executive officers. The Compensation Committee has undertaken reviews of this type in conjunction with periodic reviews of the compensation program, including most recently in December 2023. The Committee has implemented and maintained multiple practices to ensure that there are not incentives to take inappropriate or excessive risks, including: combining fixed and variable compensation, granting appropriate levels of equity compensation, and mandating equity ownership requirements for executive officers and directors which are routinely reviewed. As discussed elsewhere, we have also implemented anti-hedging, anti-pledging and clawback policies. Based upon the Compensation Committee’s review, we do not believe that the Company’s executive or non-executive compensation structure is reasonably likely to have a material adverse effect on the Company.

  29. Compensation Program and Peer Group

    Compensation Program and Peer Group The Compensation Committee from time to time undertakes thorough reviews of our compensation program which may include a review of some or all of (a) competitive market data, (b) pay grades, (c) share ownership guidelines, (d) short-term cash incentive bonuses, and (e) long-term incentives in the form of equity compensation, as well as the overarching review of the proper components of the program and best utilization of each component. In 2022, the Compensation Committee retained the services of Roger Gurr & Associates (“RG&A”) to review aspects of our compensation program. RG&A has provided compensation consulting to companies in the mining, oil and gas, biotech, technology and service industries for more than 20 years, primarily serving western-based companies in Canada and the U.S. The Compensation Committee requested a review of our executive compensation program and executive compensation, including recommendations to update our peer comparators group. Our peer group, as updated, has provided a foundation from which we can compare our compensation program and practices to peer companies. Selecting an initial group of 18 comparators resulted in a sufficient number of executive position matches in the peer group, to which comparisons can be drawn to our executives with statistical reliability. To best reflect the current professional talent market, while retaining sufficient continuity to prior peer groups, 72% continuity to prior peer groups was maintained. Peer companies which are similar in size, complexity and risk profile, with market capitalization within a specified range were selected. Additionally, the compensation programs of prospective peers were considered in the selection, to ensure similarity in compensation components and policies, and to note differences to be considered. The criteria considered to select our peer group included corporate head offices in North America to best reflect the primary source of executive and board talent; common share listings on North American stock exchanges; operating companies in production in the extraction industries (uranium; energy-related production; and precious metals mining), which also have ongoing exploration and development activities; and companies with operations and projects in low-risk jurisdictions. Based on the analysis conducted by RG&A, the peer group approved by the Board for 2022 and utilized in 2023 (as adjusted for two companies no longer in business), includes five uranium producers and explorers; seven other mining companies (e.g., gold, silver) and four other energy-related and specialty metals companies, each with similar revenues, total assets and market capitalization. Generally, our ranking is in the mid-range of the peer group as related to those criteria. As approved by our Board of Directors, the Company’s peer group is as follows:

  30. Compensation Program and Peer Group

    | Americas Gold and Silver Corporation | Argonaut Gold Inc. | Denison Mines Corp. | | Endeavour Silver Corp. | Energy Fuels Inc. | Evolution Petroleum Corp. | | Fission Uranium Corp. | Gold Resource Corporation | Largo Resources Ltd. | | NexGen Energy Ltd. | NioCorp Developments Ltd. | Nouveau Monde Graphite Inc. | | Orla Mining Ltd. | Seabridge Gold Inc. | Silvercorp Metals Inc. | | Uranium Energy Corp. | | |

  31. Compensation Program and Peer Group

    The compensation review conducted by RG&A compared our executive compensation practices to those of the peer companies. As needed, RG&A extended its review to other available data if the peer comparators had insufficient depth of data for a particular executive’s position and compensation. As noted, and previously disclosed, RG&A recommended a phased-in approach to adjust the short- and long-term incentive programs. After consideration, the Compensation Committee approved and recommended to the Board an adjustment of the short-term incentive plan targets for our executives, increasing the “at-risk” portion of each executive’s compensation under the program in two steps over two years (2022 and 2023). The target short-term bonus for the Chief Executive Officer is now 80% of his base salary; the target short-term bonus for the Chief Financial Officer, Chief Operating Officer and Corporate Secretary is now 60% of each executive’s base salary (as discussed in “Short-Term Incentive Plan,” above).

  32. Compensation Program and Peer Group

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  33. Compensation Program and Peer Group

    Following the foregoing adjustments to executive compensation, no additional modifications were made to our named executives’ compensation in 2023, except for cost-of-living (COLA) adjustments in mid-2023, when all staff wages and salaries were adjusted under our policies and practices. No update was provided in 2023 by RG&A.

  34. Summary Compensation Table

    Summary Compensation Table The following table sets forth the summary information concerning compensation earned during the financial years ended December 31, 2023, 2022 and 2021 by our Named Executive Officers serving during the year ended December 31, 2023.

  35. Summary Compensation Table

    | Name and principal position (1) | Year | Salary ($) | Bonus (2) ($) | Stock awards (3)(4)(5) ($) | Option awards (3)(4)(5) ($) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation ($) | All other compensation (7) ($) | Total ($) | | John W. Cash(6)(8) | 2023 | 438,989 | 455,372 | 71,214 | 160,041 | Nil | Nil | 8,229 | 1,133,845 | | President and CEO | 2022 | 373,412 | 257,297 | 53,301 | 286,341 | Nil | Nil | 7,370 | 977,721 | | (formerly, VP Reg Affairs) | 2021 | 221,050 | 78,865 | 22,327 | 46,034 | Nil | Nil | 5,359 | 373,635 | | Roger L. Smith | 2023 | 343,544 | 249,741 | 41,796 | 93,932 | Nil | Nil | 12,057 | 741,070 | | Chief Financial Officer and | 2022 | 312,716 | 151,018 | 34,760 | 79,871 | Nil | Nil | 12,010 | 590,375 | | Chief Administrative Officer | 2021 | 294,364 | 105,020 | 29,735 | 61,301 | Nil | Nil | 11,762 | 502,182 | | Steven M. Hatten(9) | 2023 | 348,057 | 253,031 | 42,347 | 95,169 | Nil | Nil | 8,331 | 746,935 | | Chief Operating Officer | 2022 | 258,002 | 153,000 | 35,215 | 80,920 | Nil | Nil | 7,453 | 534,590 | | (formerly, VP Operations) | 2021 | 231,922 | 82,739 | 23,427 | 48,299 | Nil | Nil | 8,170 | 394,557 | | Penne A. Goplerud | 2023 | 318,367 | 235,501 | 38,731 | 87,050 | Nil | Nil | 12,697 | 692,346 | | General Counsel and | 2022 | 282,552 | 139,950 | 32,213 | 74,017 | Nil | Nil | 11,302 | 540,034 | | Corporate Secretary | 2021 | 264,632 | 94,409 | 26,730 | 55,110 | Nil | Nil | 10,585 | 451,466 |

  36. Summary Compensation Table

    __________________________

  37. Summary Compensation Table

    | (1) Each of the NEOs (Messrs. Cash, Smith, and Hatten and Ms. Goplerud), has an employment agreement with the Company, as have been amended from time to time. See discussion under “Employment Agreements with Named Executive Officers,” above and “Potential Payments Upon Termination or Change of Control – Employment Agreements with our Named Executive Officers,” below. | | (2) Annual incentive plan awards are shown in the year earned, although they are typically determined in the first calendar quarter based upon performance to objectives for the preceding year. | | (3) Grants of share-based and option-based awards in conjunction with the LTIP are shown in the year earned and are typically granted in that same year. Due to the timing of the disclosure regarding the Company’s decision to ramp up production operations, the annual grant of options and RSUs for 2022 was deferred until January 2023. On January 4, 2023, 522,156 options and 130,538 RSUs were granted to the NEOs. These grant amounts were earned, and are included above, in 2022. | | (4) Canadian dollar figures have been converted to U.S. dollar figures at the average exchange rate for 2023 of C$1.00 = US$0.7409227; 2022 of C$1.00 = US$0.7684819; and 2021 of C$1.00 = US$0.7977496 as quoted by Bank of Canada on its website www.bankofcanada.com. | | (5) For additional information regarding the fair value of stock options and RSUs, as at December 31, 2023 (using the Company’s TSX closing stock price of C$2.02 (~US$1.54) on the last trading day of 2023), see Annual Report on Form 10-K, note 13 to Financial Statements, which has been filed with the SEC at https://www.sec.gov/edgar.shtml and with Canadian securities regulators, and is available at https://sedarplus.ca. | | (6) The figures for the fair value of options for Mr. Cash include a one-time grant of 175,000 stock options made to him when he was named CEO in March 2022. | | (7) Reflects the Company’s matching contribution toward the executive’s 401(k) retirement account. Other aspects of compensation or perquisites are of a non-material value, and/or are provided to executive officers in the same fashion as all employees of the Company (e.g., healthcare, disability, and other insurances). | | (8) Mr. Cash was named Chief Executive Officer in March 2022. In 2021, Mr. Cash served as the Company’s Vice President Regulatory Affairs. | | (9) Mr. Hatten served as the Company’s Vice President Operations in 2021 and until October 2022 when he was named Chief Operating Officer. |

  38. Summary Compensation Table

    | 23 | | Table of Contents |

  39. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table sets forth information concerning the value vested or earned in respect of incentive plan awards during the year ended December 31, 2023 by each of the Named Executive Officers.

  40. Outstanding Equity Awards at December 31, 2023

    | | Option-based Awards | | | | | Share-based Awards | | | | | Name | Number of securities underlying unexercised options: exercisable (#) | Number of securities underlying unexercised options: unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised options (#) | Option exercise price (C$) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested (US$) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | John W. Cash | 171,304 | Nil | Nil | 0.79 | 11/05/24 | | | | | | | 189,303 | Nil | Nil | 0.63 | 11/13/25 | | | | | | | 51,834 | 25,917 | Nil | 1.44 | 08/27/26 | | | | | | | 58,333 | 116,667 | Nil | 2.23 | 03/14/27 | | | | | | | Nil | 178,989 | Nil | 1.55 | 01/04/28 | | | | | | | Nil | 186,627 | Nil | 2.06 | 12/07/28 | | | | | | | | | | | 01/04/25 | 44,748 | 68,343 | Nil | Nil | | | | | | | 12/07/25 | 46,658 | 71,261 | Nil | Nil | | Roger L. Smith | 228,119 | Nil | Nil | 0.79 | 11/05/24 | | | | | | | 252,087 | Nil | Nil | 0.63 | 11/13/25 | | | | | | | 69,024 | 34,512 | Nil | 1.44 | 08/27/26 | | | | | | | Nil | 116,730 | Nil | 1.55 | 01/04/28 | | | | | | | Nil | 109,536 | Nil | 2.06 | 12/07/28 | | | | | | | | | | | 01/04/25 | 29,182 | 44,570 | Nil | Nil | | | | | | | 12/07/25 | 27,384 | 41,823 | Nil | Nil | | Steven M. Hatten | 179,733 | Nil | Nil | 0.79 | 11/05/24 | | | | | | | 198,618 | Nil | Nil | 0.63 | 11/13/25 | | | | | | | 54,384 | 27,192 | Nil | 1.44 | 08/27/26 | | | | | | | Nil | 118,263 | Nil | 1.55 | 01/04/28 | | | | | | | Nil | 110,979 | Nil | 2.06 | 12/07/28 | | | | | | | | | | | 01/04/25 | 29,564 | 45,153 | Nil | Nil | | | | | | | 12/07/25 | 27,745 | 42,375 | Nil | Nil | | Penne A. Goplerud | 205,081 | Nil | Nil | 0.79 | 11/05/24 | | | | | | | 226,630 | Nil | Nil | 0.63 | 11/13/25 | | | | | | | 62,054 | 31,027 | Nil | 1.44 | 08/27/26 | | | | | | | Nil | 108,174 | Nil | 1.55 | 01/04/28 | | | | | | | Nil | 101,511 | Nil | 2.06 | 12/07/28 | | | | | | | | | | | 01/04/25 | 27,044 | 41,304 | Nil | Nil | | | | | | | 12/07/25 | 25,376 | 38,757 | Nil | Nil |

  41. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Employment Agreements with our Named Executive Officers As discussed above, our Named Executive Officers have employment agreements with the Company, as have been amended from time to time. Relevant to potential payments to be made upon termination without cause or change of control, the agreements provide that an executive officer is entitled to certain amounts, based upon the executive’s then-current base salary. As discussed below, our employment agreements, and the Company’s equity compensation plans, specify the obligations of the Company to the executive officers in the event of termination or change of control, including the provisions of our most-recently appointed executive, Mr. Schierman.

  42. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | 28 | | Table of Contents |

  43. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    Equity Award Provisions Upon separation of employment of any of our executive officers, including under circumstances of termination without cause or change of control, the Option Plan and RSU&EI Plan govern the treatment of outstanding equity compensation in the form of vested stock options and RSUs, PSUs or DSIs not yet redeemed. All vested options of Designated Officers (all of our current executive officers, as defined by the plan and resolution of our Board) will expire on the expiration date identified at the grant of the option, and all unvested options will expire upon termination. The RSU&EI Plan provides that the RSUs of an employee who is an eligible person who is involuntarily terminated without cause, shall be redeemed for cash at a fair market value on the redemption/termination date. In the event of a change of control, as defined in the plan, all of the RSUs granted and outstanding will be redeemed as soon as reasonably practical and not later than 30 days following the redemption date associated with the change of control. The RSU&EI Plan provides for redemption, instead of cancellation, of outstanding RSUs at the date of redemption for retiring directors and executive officers, which is defined as a threshold of combined service and age of 65 years, and a minimum of five years of service to the Corporation. At this time, the Board has not made other grants under the plan. Treatment of awards of other share units and Common Shares is governed by the RSU&EI Plan. Change of Control and Termination Benefits Tables Each of our executive officers has entered into an employment agreement that provides for certain payments if the executive’s employment is terminated in connection with a change of control. The Compensation Committee established a policy that the Company would not enter into an employment agreement with any new executive officer that includes a single-trigger severance arrangement. Mr. Schierman’s agreement with the Company, effective March 2024, does not include such a single-trigger severance arrangement. Instead, severance will be paid to Mr. Schierman in conjunction with a change of control if he is separated from employment without cause or if he resigns with ‘good reason’ as is defined in the agreement within one year of the change of control. In addition, upon the occurrence of a change of control, all the executive officers’ unvested options and RSUs will vest. The table below shows the amounts that would be payable or vest assuming that a change of control occurred on December 31, 2023, and that Named Executive Officer’s employment terminated on that date.

  44. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Name | Cash ($)(1) | Equity ($)(2) | Pension /NQDC ($) | Perquisites /benefits ($) | Tax reimbursement ($) | Other ($) | Total ($) | | John W. Cash | 1,166,425 | 595,566 | Nil | Nil | Nil | Nil | 1,761,991 | | Roger L. Smith | 912,795 | 650,359 | Nil | Nil | Nil | Nil | 1,563,154 | | Steven M. Hatten | 739,856 | 541,216 | Nil | Nil | Nil | Nil | 1,281,072 | | Penne A. Goplerud | 676,728 | 588,222 | Nil | Nil | Nil | Nil | 1,264,950 |

  45. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    ___________________________

  46. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (1) Pursuant to their respective employment agreements, Mr. Cash is entitled to payment of an amount equal to 2.5 years of his then-current salary; Mr. Smith is entitled to payment of an amount equal to 2.5 years of his then-current salary. Each of Mr. Hatten and Ms. Goplerud is entitled to payment of an amount equal to two years’ salary, based upon his/her then-current salary. | | (2) These amounts represent equity values of the options and RSUs held by the executive officers as follows: Cash (options: $455,962; RSUs: $139,604); Smith (options: $563,966; RSUs: $86,393); Hatten (options: $453,688; RSUs: $87,528); and Goplerud (options: $508,161; RSUs: $80,061). The equity values are based upon the closing price of our Common Shares on the TSX on the last trading day of 2023 (C$2.02/US$1.53). |

  47. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    Each executive’s amount of severance is calculated solely based upon then-current salary (i.e., without cash bonus value included) and are reflected in the table below. The following summarizes the compensation or other benefits which would be owed and paid to our named executive officers if employment were terminated for the specified reasons, effective December 31, 2023. We believe that these terms are fair and are competitive with the market and our peer group, based upon industry and geographical practices.

  48. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | 29 | | Table of Contents |

  49. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Type of Termination | Severance Payment(1)(2) | STIP Bonus | Stock Options | RSUs(3) | | Resignation or Retirement | No severance payment | Pro rata entitlement to discretionary bonus, per agreement | Unvested options are cancelled; vested options expire at expiry date on option for current executive officers (as a “Designated Officer” per Section 6.7 of Plan) | RSUs are cancelled unless retirement provision is satisfied; RSUs will be carried with the executive until redemption, if the executive has combined service and age of 65 years, and a minimum of five years of service | | Termination without cause | CEO and CFO: 2.5 year salary payment, based upon then-current salary COO and Corporate Secretary: two-year salary payment, based upon then-current salary | Pro rata entitlement to discretionary bonus, per agreement | Unvested options are cancelled; vested options expire at date on option for current executive officers (as a “Designated Officer” per Section 6.7 of Plan) | Outstanding RSUs are redeemed for cash at fair market value, as defined in the Plan | | Termination for cause | None | Possible pro rata share entitlement | None | None | | Change of control (based on specified terms of agreement) (4) | CEO and CFO: 2.5 year salary payment, based upon then-current salary COO and Corporate Secretary: two-year salary payment, based upon then-current salary | Pro rata entitlement to discretionary bonus, per agreement | All options become fully vested and exercisable | Outstanding RSUs are redeemed for cash at fair market value, as defined in the Plan | | Death | No severance payment | Pro rata entitlement to discretionary bonus, per agreement | Unvested options are cancelled; vested options expire at the earlier of expiry at date on option or one year from the date of death (with discretion of Board to extend as per Section 6.3(b) of Plan) | RSUs are redeemed (Section 3.2 of Plan); date of death is redemption date |

  50. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (1) At December 31, 2023, Mr. Cash, our CEO, was entitled to a salary of $466,570 per year (2.5 years base salary is a total of $1,116,425). Current salaries of our CFO, Mr. Smith, and our other named executive officers, and their severance entitlements, are as follows: Mr. Smith, annual salary $365,118 (2.5 years base salary is $912,795); Mr. Hatten, annual salary $369,928 (two-years base salary is $739,856); and Ms. Goplerud, annual salary $338,364 (two-years base salary is $676,728). | | (2) Accrued “PTO” is paid to the executive at termination, according to agreement, Company policy and applicable law. | | (3) At this time, only RSUs have been granted to our executive officers under the RSU&EI Plan. The plan sets forth the settlement of PSUs and DSIs for participants in the plan, including executive officers. Future awards of PSUs and DSIs will be governed by the plan and individual grant agreements. See discussion under “Option Plan and Amended and Restated Restricted Share Unit and Equity Incentive Plan,” above. | | (4) Though not applicable to the above summary at December 31, 2023, as noted above, our Vice President Regulatory Affairs who joined Ur-Energy in March 2024, will also receive a severance payment if, within one year of the change of control he is terminated without cause or he resigns for ‘good reason’ as defined; the severance amount will be equal to two years of his then-current base salary. Others of the above benefits also now apply to Mr. Schierman under his agreement and our equity plans. |

  51. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | 30 | | Table of Contents |

  52. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS We conduct routine reviews of the total compensation of our non-executive directors, utilizing data about our peers obtained through public sources and, on a time-to-time basis, we have engaged independent compensation consultants to review the total compensation of our non-executive directors. Most recently, we retained independent compensation consultant, Roger Gurr & Associates (“RG&A”) in 2021 and 2022 to review the total compensation of our non-executive directors. During that review, it was concluded that, in the best interests of retaining current directors and looking ahead to recruitment of non-executive members of our Board, an adjustment should be made. Effective November 1, 2021, the annual retainer for our non-executive directors was increased to $75,000. Currently, no additional fee or retainer is paid for leadership roles held by our non-executive directors. And, on the recommendation of the Compensation Committee in 2022, our Board eliminated all meeting attendance fees. The multi-phase review by RG&A included further consideration of the updated compensation of non-executive directors based upon the selected 2022 peer group. Through that review, the earlier changes were affirmed. RG&A made further recommendations related to retainers for leadership positions and related to equity compensation, on which no action has been taken. Total compensation for our non-executive Directors earned for the year ended December 31, 2023, is set forth here:

  53. COMPENSATION OF DIRECTORS

    | | Fees earned | Share-based awards(1)(3) | Option-based awards(2)(3) | Non-equity incentive plan compensation | Pension value | All other compensation | Total | | Name | $ | $ | $ | | | | $ | | W. William Boberg | 75,000 | 25,042 | 56,276 | Nil | Nil | Nil | 156,318 | | Rob Chang | 75,000 | 25,042 | 56,276 | Nil | Nil | Nil | 156,318 | | James M. Franklin | 75,000 | 25,042 | 56,276 | Nil | Nil | Nil | 156,318 | | Gary C. Huber | 75,000 | 25,042 | 56,276 | Nil | Nil | Nil | 156,318 | | Thomas H. Parker | 75,000 | 25,042 | 56,276 | Nil | Nil | Nil | 156,318 | | Kathy E. Walker | 75,000 | 25,042 | 56,276 | Nil | Nil | Nil | 156,318 |

  54. COMPENSATION OF DIRECTORS

    _____________________________

  55. COMPENSATION OF DIRECTORS

    | (1) Each of our non-executive directors received a grant of 16,407 RSUs on December 7, 2023. | | (2) Each of our directors received options for 65,625 Common Shares on December 7, 2023, at an exercise price of C$2.06. These options expire on December 7, 2028. |

  56. COMPENSATION OF DIRECTORS

    In addition to other compensation received by our Directors, a long-standing policy of the Company provides that a non-executive director serving on ad hoc or special committees of the Board, which may be constituted from time to time, is entitled to additional director fees, to be determined in accordance with additional duties and requirements requested of those individuals from time to time. There currently are no such ad hoc or special committees of our Board of Directors.

  57. Outstanding Equity Awards of Non-Executive Directors at December 31, 2023

    Outstanding Equity Awards of Non-Executive Directors at December 31, 2023

  58. Outstanding Equity Awards of Non-Executive Directors at December 31, 2023

    | | Option-based Awards | | | | Share-based Awards | | | Name | Number of securities underlying unexercised options (#) | Option exercise price (C$) | Option expiration date | Value of unexercised in-the-money options ($) | Number of shares or units of shares that have not vested (#) | Market or payout value of share-based awards that have not vested ($) | | W. William Boberg | 153,574 | 0.79 | 11/05/24 | 142,822 | | | | | 213,914 | 0.63 | 11/13/25 | 224,815 | | | | | 87,858 | 1.44 | 08/27/26 | 38,528 | | | | | 91,305 | 1.55 | 01/04/28 | 32,446 | | | | | 65,625 | 2.06 | 12/07/28 | Nil | | | | | | | 01/04/25 | | 22,826 | 34,862 | | | | | 12/07/25 | | 16,407 | 25,058 | | Rob Chang | 193,574 | 0.79 | 11/05/24 | 180,021 | | | | | 213,914 | 0.63 | 11/13/25 | 224,815 | | | | | 87,858 | 1.44 | 08/27/26 | 38,528 | | | | | 91,305 | 1.55 | 01/04/28 | 32,446 | | | | | 65,625 | 2.06 | 12/07/28 | Nil | | | | | | | 01/04/25 | | 22,826 | 34,862 | | | | | 12/07/25 | | 16,407 | 25,058 | | James M. Franklin | 71,305 | 0.63 | 11/13/25 | 74,939 | | | | | 87,858 | 1.44 | 08/27/26 | 38,528 | | | | | 91,305 | 1.55 | 01/04/28 | 32,446 | | | | | 65,625 | 2.06 | 12/07/28 | Nil | | | | | | | 01/04/25 | | 22,826 | 34,862 | | | | | 12/07/25 | | 16,407 | 25,058 | | Gary C. Huber | 193,574 | 0.79 | 11/05/24 | 180,021 | | | | | 213,914 | 0.63 | 11/13/25 | 224,815 | | | | | 87,858 | 1.44 | 08/27/26 | 38,528 | | | | | 91,305 | 1.55 | 01/04/28 | 32,446 | | | | | 65,625 | 2.06 | 12/07/28 | Nil | | | | | | | 01/04/25 | | 22,826 | 34,862 | | | | | 12/07/25 | | 16,407 | 25,058 | | Thomas H. Parker | 193,574 | 0.79 | 11/05/24 | 180,021 | | | | | 213,914 | 0.63 | 11/13/25 | 224,815 | | | | | 87,858 | 1.44 | 08/27/26 | 38,528 | | | | | 91,305 | 1.55 | 01/04/28 | 32,446 | | | | | 65,625 | 2.06 | 12/07/28 | Nil | | | | | | | 01/04/25 | | 22,826 | 34,862 | | | | | 12/07/25 | | 16,407 | 25,058 | | Kathy E. Walker | 193,574 | 0.79 | 11/05/24 | 180,021 | | | | | 213,914 | 0.63 | 11/13/25 | 224,815 | | | | | 87,858 | 1.44 | 08/27/26 | 38,528 | | | | | 91,305 | 1.55 | 01/04/28 | 32,446 | | | | | 65,625 | 2.06 | 12/07/28 | Nil | | | | | | | 01/04/25 | | 22,826 | 34,862 | | | | | 12/07/25 | | 16,407 | 25,058 |

  59. PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO

    PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO

  60. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or our Compensation Committee view the link between the Company’s performance and our executive pay.

  61. Pay Versus Performance Table

    Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. The table below presents information on the compensation of our Chief Executive Officer and our other NEOs in comparison to certain performance metrics for 2023, 2022 and 2021. The metrics are not those that our Compensation Committee uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. CAP does not reflect the amount of compensation actually paid, earned, or received during the applicable year.

  62. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) (2) ($) | Compensation Actually paid to PEO(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) (5) ($) | Average compensation Actual Paid to Non-PEO NEOs(6) ($) | Value of initial fixed $100 Investment Based on TSR ($) | Net Loss (in thousands) ($) | | 2023 | 1,133,845 | 1,264,503 | 726,784 | 814,529 | 192.50 | (30,656) | | 2022 | 977,721 | 929,307 | 555,000 | 582,974 | 152.50 | (17,140) | | 2021 | 828,201 | 1,322,323 | 430,460 | 666,562 | 143.75 | (22,938) |

  63. Pay Versus Performance Table

    ________________________

  64. Pay Versus Performance Table

    | (1) The principal executive officer (the “PEO”) was John W. Cash in 2023 and 2022 and Jeffrey T. Klenda in 2021. Mr. Klenda was our CEO in early 2022 prior to his retirement and Mr. Cash assumed the CEO position at that time. | | (2) Reflects the total compensation reported in the Summary Compensation Table for Mr. Cash in 2023 and 2022 and Mr. Klenda in 2021. | | (3) Represents the total compensation reported in the Summary Compensation Table adjusted in accordance with Item 402(v) of Regulation S-K. The adjustments are described more fully in the following table. | | (4) The Non-PEO NEOs were Roger L. Smith, Penne A. Goplerud, and Steven M. Hatten in 2023, 2022, and in 2021, which also included Mr. Cash. | | (5) Reflects the average total compensation reported in the Summary Compensation Table for Messrs. Smith and Hatten, and Ms. Goplerud for each of the years presented and for Mr. Cash in 2021. | | (6) Represents the average total compensation reported in the Summary Compensation Table adjusted in accordance with Item 402(v) of Regulation S-K. The adjustments are described more fully in the following table. |

  65. Pay Versus Performance Table

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  66. Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid

    Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid The table below provides the adjustments to the Summary Compensation Table amounts shown in the previous table to arrive at the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs.

  67. Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid

    | | 2023 | | 2022 | | 2021 | | | Description | PEO Totals (1) ($) | Non-PEO NEO Averages (2) ($) | PEO Totals (1) ($) | Non-PEO NEO Averages (2) ($) | PEO Totals (1) ($) | Non-PEO NEO Averages (2) ($) | | Summary compensation table Total compensation (3) | 1,133,845 | 726,784 | 977,721 | 555,000 | 828,201 | 430,460 | | Subtract summary compensation table Stock awards (3) | (71,214) | (40,958) | (53,301) | (34,063) | (54,359) | (25,555) | | Subtract summary compensation table Option awards (3) | (160,041) | (92,050) | (286,341) | (78,269) | (112,070) | (52,686) | | Add fair value of awards granted during the covered year that are unvested at year end, determined as of covered year end (4) | 230,146 | 132,372 | 265,537 | 109,667 | 179,758 | 84,507 | | Add change in fair value of awards granted in prior years that are unvested as of covered year end, determined based on the change in fair value from prior year end to covered year end (5) | 89,836 | 42,021 | (4,409) | (5,259) | 200,804 | 94,401 | | Add change in fair value of awards granted in prior years that vest in the covered year, determined based on the change in fair value from prior year end to covered year vesting date (6) | 41,931 | 46,361 | 30,100 | 35,898 | 279,989 | 135,435 | | Compensation actually paid | 1,264,503 | 814,529 | 929,307 | 582,974 | 1,322,323 | 666,562 |

  68. Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid

    | (1) The PEO was John W. Cash in 2023 and 2022 and Jeffrey T. Klenda was PEO in 2021. Mr. Klenda was our CEO in early 2022 prior to his retirement and Mr. Cash assumed the CEO position at that time. | | (2) The Non-PEO NEOs were Roger L. Smith, Penne A. Goplerud, and Steven M. Hatten in 2023, 2022, and 2021, which also included Mr. Cash. | | (3) Reflects the total compensation, stock awards, and option awards reported in the Summary Compensation Table for the PEOs and average compensation, stock awards, and option awards reported in the Summary Compensation Table for the non-PEO NEOs. | | (4) Reflects the fair value of the awards granted during the covered year that were unvested at the covered year end. The fair values were determined as of December 31 of each respective covered year. | | (5) Reflects the change in the fair value of the awards granted prior to the covered year that were unvested as of the covered year end. The change in the fair value of the awards was determined based on the change in the fair value from December 31 of each respective prior year end to December 31 of each respective covered year. | | (6) Reflects the change in the fair value of the awards granted prior to the covered year that vested in the covered year. The change in the fair value of the awards was determined based on the change in the fair value from December 31 of each respective prior year end to the vesting date of the awards in the respective covered year. |

  69. Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid

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  70. Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid

    Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table total and average compensation in the covered year as described in the above Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid table. Changes in the market price of our Common Shares following the grant date of an award can significantly influence the CAP calculations. The following table is intended to assist in understanding the CAP changes in the above tables:

  71. Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid

    | | 2021 | 2022 | 2023 | | Canadian dollar share price used for CAP and TSR calculations (1) | 1.54 | 1.57 | 2.02 |

  72. Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid

    ________________________

  73. Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid

    | (1) The Company’s stock and option awards are priced in Canadian dollars in accordance with the terms of the Amended and Restated Stock Option and RSU&EI Plans. All award adjustments in the Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid table above are initially calculated in Canadian dollars and then converted to U.S. dollars using exchange rates in effect for the respective periods. |

  74. Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid

    The change in the market price of our Common Shares can greatly impact CAP calculations. Our share price increased from Canadian $1.54 in 2021 to Canadian $1.57 in 2022. This change did not significantly influence the 2022 CAP adjustments. Our share price increased from Canadian $1.57 in 2022 to Canadian $2.02 in 2023. This change significantly influenced the 2023 CAP adjustments noted in the preceding Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid table.

  75. Relationship between Compensation Actually Paid and Prescribed Performance Measures

    Relationship between Compensation Actually Paid and Prescribed Performance Measures The following chart shows the relationship between CAP and the Company’s TSR for the covered periods. A $100 investment made on December 31, 2020 would have increased to $153, $144, and $193 in the years ended December 31, 2021, 2022, and 2023, respectively. This is a direct reflection of our share price performance during the same periods. Share price performance is one of many measures used to evaluate performance and determine executive compensation. However, our business and industry are heavily dependent upon the market price for uranium. Uranium prices were persistently depressed for many years and only began to improve in 2021, which in part influenced our share price performance.

  76. Relationship between Compensation Actually Paid and Prescribed Performance Measures

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  77. Relationship between Compensation Actually Paid and Prescribed Performance Measures

    The following chart shows the relationship between CAP and the Company’s net loss for the covered periods. Our net loss decreased from $22.9 million in 2021 to $17.1 million in 2022 and increased to $30.7 million in 2023. We were not in commercial production during 2021 or 2022, having reduced production levels in response to a persistently depressed uranium market. In 2023, we initiated production activities in response to a recovering uranium market and significantly increased development expenditures, which led to an increased loss for the year. Because we were not in production in 2021 and 2022, and only initiated production in 2023, net loss does not necessarily align with how the Company, or our Compensation Committee, views the link between the Company’s performance and our executive pay. Therefore, we would not find the relationship of net income to executive compensation meaningful, nor directly target it for incentives or otherwise in our compensation program until commercial production levels have resumed.

  78. Relationship between Compensation Actually Paid and Prescribed Performance Measures

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  79. INDEBTEDNESS OF DIRECTORS AND OFFICERS

    INDEBTEDNESS OF DIRECTORS AND OFFICERS At no time since the beginning of the Company’s last financial year was any Director, executive officer, proposed nominee for election as a director, or any of their respective associates, indebted to the Company or any of its subsidiaries, nor was the indebtedness of any such person to another entity the subject of any guarantee, support agreement, letter of credit or similar arrangement provided by the Company or any of its subsidiaries.