Energy Fuels Inc.: Form DEF 14A - Filed by newsfilecorp.com

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

___________________

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. ___)

___________________

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

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

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

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☐ Check box if any of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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ENERGY FUELS INC.

PROXY STATEMENT
April 17, 2026

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 24, 2026

Dear Fellow Shareholders,

2025 was a year of notable financial and structural growth for Energy Fuels, guided by strategic initiatives designed to progress and solidify our diversification strategy. It was also a year of self-reflection on how far we have come and how our growth is redefining our corporate identity as a global critical materials company focused on shareholder value, clean energy resources, sustainability and safety.

We continued our work to bring Energy Fuels closer to our goal of expanding a proven uranium business into what we believe will become one of the most important critical materials companies in the United States and, potentially, internationally. We took a hard look at our existing systems then undertook the critical task of ensuring that our governance structure and people have the resources and tools necessary to be able to keep pace with our rapidly growing business. We are proud of the work that has occurred to date, and remains ongoing, toward ensuring we have fully integrated global teams and systems united by our Mission, Vision and Values. We believe we are well positioned to play a part in multiple high-growth and in-demand critical commodity markets over the coming years, with a focus on supporting clean energy and other strategic imperatives, while at the same time expanding our position as a leading producer of uranium: the fuel for clean and baseload-supporting nuclear energy.

It is my pleasure to invite you, on behalf of the Board of Directors of Energy Fuels (the "Board"), to the 2026 Annual Meeting of Shareholders (the "Meeting") to be held on Wednesday, June 24, 2026. While this is my first year acting as Chair of the Board, I have been a longstanding Director of Energy Fuels and am exceedingly proud of the strides we have made together during my nearly 20-year tenure. I look forward to introducing myself to each of you during the Meeting.

The Meeting will be held via a live audio webcast with integrated slides and real-time balloting. Our Proxy Statement offers useful information regarding this year's items of business, details on how to attend and participate in the virtual Meeting and how to cast your vote by proxy or in real time at the Meeting.

The Meeting is also an excellent opportunity to hear from our new President and Chief Executive Officer, Ross Bhappu, who we are pleased to confirm was appointed to the role concurrently with former CEO Mark Chalmers’ retirement on April 15, 2026. Ross, who has served as the Company’s President since August 2025, demonstrates those qualities that we, as a Board, believe will be critical to our long-term success as we ultimately transition from growth mode to steady state with a focus on positive cash flow and sustained profitability. We are confident that the Company will continue to thrive under Ross’s leadership and expertise and look forward to seeing what this new era at Energy Fuels holds.

Here at Energy Fuels, we feel that it is our purpose - our Mission - to responsibly produce the critical materials that make many clean energy and advanced technologies possible. Our Mission represents our collective desire to:

• Produce essential critical materials;

• Focus on minerals that are important for clean energy and advanced technologies;

• Support national security and energy independence; and

• Produce in a responsible manner that includes stewardship for the environment, our employees and the communities in which we operate.

This Mission Statement articulates what we aim to achieve over the next decade: we intend to be the leading global producer of critical materials, enabling resilient supply chains and creating sustainable value for our customers, people, investors and communities. To execute our Vision, we have set the following Strategic Priorities, which guide our decisions and actions:

1. "Our People Strategy" Establish a strong, people-centric foundation that supports Energy Fuels' growth and strategy.

2. "Projects and Permits" Focus on successfully executing the current and planned projects with excellence.

3. "Finance and Offtake" Conclude financing and offtake agreements to support development, growth and profitability goals.

4. "Organizational Structure and Operating Model" Define the future global operating model to support growth, new capability needs and clarify roles at the individual, functional and geographic levels.

Critically, our Strategic Priorities cannot succeed without strong guiding Values that inform what we do and how we do it. We are proud of our Values, which underpin all aspects of our operations and are reflective of our people:

Together, our Mission, Vision and Values form the groundwork for what we are working to build - a vertically integrated critical materials company able to meet Western clean energy and security priorities while upholding stringent standards for fiscal responsibility and social and environmental stewardship.

While pushing ahead in several critical industries, we never forget our foundation, both in uranium and as a company committed to being a good corporate citizen and a steward of the environment. As we continue to diversify globally, our social responsibility has never been clearer, and we intend to rise to the challenge and demonstrate, not only by our words but by our actions, how a contemporary critical materials company can meaningfully contribute to a sustainable future in the best interests of not only our shareholders, but of all stakeholders.

Finally, on behalf of the Energy Fuels team, I would like to express my sincere gratitude to Mark Chalmers for his exceptional contributions to the Company over the last ten years. Under his guidance, Energy Fuels has not only endured but excelled, navigating a global pandemic and driving diversification that has revolutionized our business model and culture. Mark's unwavering passion for this industry and for the wellbeing of both the Company's employees and its shareholders has been invaluable. We thank you, Mark, for the innumerable contributions that you have made to Energy Fuels, and congratulate you on a very well-earned retirement.

To our shareholders, the Board and I thank you for your continued support.

Sincerely,

/s/ Bruce D. Hansen

Chair of the Board of Directors

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ENERGY FUELS INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON

Wednesday, June 24, 2026

TO THE HOLDERS OF COMMON SHARES:

Notice is hereby given that an annual meeting (the "Meeting") of the holders of common shares of Energy Fuels Inc. (the "Company") will be held by way of a live audio webcast at https://edge.media-server.com/mmc/p/44hq3gvr using the password "ef2026" (case sensitive) on Wednesday, June 24, 2026 at 10:00 am (Mountain Daylight Time or "MDT") for the following purposes:

1. to elect the Directors of the Company;

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

3. to vote on a non-binding, advisory proposal to approve the compensation of the named executive officers ("Say-on-Pay"); and

4. to vote on a non-binding, advisory proposal regarding the frequency of future non-binding shareholder advisory votes on Say-on-Pay proposals ("Say-When-On-Pay").

In order to make the Meeting as convenient as possible for our shareholders, the Company will again be hosting an entirely virtual annual meeting of shareholders in 2026.

The Meeting will be conducted as a virtual meeting of shareholders by way of a live audio webcast through the Virtual AGM platform (the "Virtual Platform"). You can attend the Meeting online at https://edge.media-server.com/mmc/p/44hq3gvr by clicking "I have a control number" and then entering your unique 11-digit control number located on your Notice of Internet Availability of Proxy Materials (the "Notice") and the password"ef2026" (case-sensitive). You will have the ability to submit questions during the Meeting via the Meeting website. Guests in attendance at the Meeting will also be able to submit questions directly through the Virtual Platform, which may be answered at the Company's discretion during the course of the Meeting.

If you choose to vote at the Meeting rather than through the use of the provided proxy card and below instructions, or should you desire to vote at the Meeting after completing and submitting the proxy card, thereby overriding your selections contained therein, you are able to do so through the Virtual Platform by voting on the left-hand side of the screen or as otherwise directed during the Meeting, which will become available to you when the voting portion of the Meeting opens. Your results will be instantaneously tabulated and included in the final Scrutineer's Report, which will become available to the Company once the voting portion of the Meeting has closed. See "Instructions for the Meeting" on page 6 of the accompanying Proxy Statement (the "Proxy Statement") for detailed instructions on how to vote at the Meeting.

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

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

The notice-and-access provisions of Rule 14a-16 are a set of rules developed by the United States Securities and Exchange Commission (the "SEC") that reduce the volume of materials that must be physically mailed to shareholders by allowing the Company to post the Proxy Statement and any additional materials online. Beneficial Owners will be sent the Notice at least 40 calendar days prior to the Meeting date, including instructions on how to access all materials identified in the Notice, which will be publicly accessible and free of charge on the Company's website as specified in the Notice. Security holders may choose to additionally receive a paper or e-mail copy of (i) the proxy materials, including the Notice, Proxy Statement, and Form of Electronic Proxy Card; and (ii) the Company's Annual Report, at no charge, with the Notice specifying that security holders should make their requests by no later than June 10, 2026 in order to facilitate timely delivery. Except where specific requests are made in accordance with the instructions provided, all such documents will be available online only and security holders will not receive a paper or e-mail copy of the proxy materials, other than the Notice.

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

Shareholders who cannot attend the Meeting may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy card and are described in the Proxy Statement. To be valid, proxies must be received by Equiniti by mail if a proxy card is requested in advance, in the envelope provided; or toll-free by telephone to 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries (please have your proxy card available when you call); or by internet voting through www.voteproxy.com by following the on-screen instructions or by scanning the QR code located on your Proxy Voting Instructions with your smartphone; or through an e-Consent if you enroll with Equiniti at www.astfinancial.com, in each case by no later than 11:59 p.m. (Eastern Daylight Time, or "EDT") on June 23, 2026, or if the Meeting is adjourned, no later than 11:59 p.m. (EDT) on the day just prior to the day on which the Meeting is adjourned.

We encourage you to log into the Meeting at least 15 minutes prior to the commencement of the Meeting. You may begin to log into the Meeting Virtual Platform beginning at 9:00 a.m. (MDT) on June 24, 2026. The Meeting will begin promptly at 10:00 a.m. (MDT) on June 24, 2026. If you encounter any difficulties accessing the Meeting webcast during or after you log in, please refer to the "Application Help" link available on the login page. Support will be available starting at 7:00 a.m. (MDT) on June 24, 2026 and will remain available until the Meeting has finished.

Dated at Lakewood, Colorado, USA this 17th day of April 2026.

BY ORDER OF THE BOARD

/s/ Ross R. Bhappu
President and Chief Executive Officer

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

Certain factors that may cause actual results, performance, liquidity, and achievements to differ materially from those projected are discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Form 10-K") and may include, but are not limited to: global economic risks, such as the occurrence of unforeseen or catastrophic events, including but not limited to the emergence of a widespread health emergency (pandemic, outbreak or otherwise), social or political unrest or wars, the imposition of tariffs or other trading restrictions, or the formation of new (or shifts in existing) political alliances that affect global markets; cybersecurity risks associated with critical and other highly sensitive minerals of international interest, which are key to U.S. national security; litigation risks; risks associated with the exploration, permitting, development, operation (including any periods of temporary cessation of operations or placement into reduced operations or standby status) and reclamation/decommissioning of any of our uranium, uranium/vanadium and REE and heavy mineral sands ("HMS") mines, and any other risks generally encountered in the exploration, development, operation, closure and reclamation of mineral properties and processing and recovery facilities, particularly in relation to (i) the exploration, permitting and development of our Vara Mada Project, Donald Project and/or Bahia Project, and (ii) the reclamation and closure of our Kwale Project; risks associated with our commercial production of a rare earth elements carbonate ("RE Carbonate") or separated REE oxides and the planned expansion of such production; risks associated with the potential recovery of radioisotopes for use in the Company's targeted alpha therapy ("TAT") initiatives, including but not limited to: (i) a risk of technological or market changes that could impact the industry or our competitive position, and any expectation that: such potential recovery will be feasible or that the radioisotopes will not be able to be sold on a commercial basis; (ii) all required licenses, permits and regulatory approvals will be obtained on a timely basis or at all; and (iii) the cancer treatment therapeutics will receive the required approvals and will be commercially successful; risks associated with increased regulatory requirements applicable to our operations in response to pressure from special interest groups or otherwise; risks associated with successfully closing pending and potential business and mineral acquisitions, and integrating successful acquisitions into Company operations, including but not limited to risks associated with the Company's expected acquisition of Australian Strategic Materials Limited ("ASM"), including any expectation that the ASM acquisition will be completed and the Company will become a fully integrated REE "mine-to-metal and alloy" producer, that it will be commercially successful in its manufacture of REE metals and alloys and will become the largest such producer outside of China or that, in doing so, it will successfully close a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies; risks associated with our joint ventures, particularly where the Company does not hold the majority interest (as is the case with the Donald Project); international risks, such as geopolitical and country risks, and risks pertaining to the Company's social license to operate; risks associated with negotiating and maintaining satisfactory fiscal and stability arrangements and obtaining foreign country government approvals on a timely basis or at all, and expropriation risks; and risks associated with or relating to the Vara Mada Project, including but not limited to: (i) risks associated with the failure of the Government of Madagascar to agree upon suitable fiscal and other terms applicable to the Vara Mada Project through an enforceable investment agreement, amendments to existing laws or other mechanisms as appropriate, on a timely basis or at all; (ii) risks associated with adding monazite to the Vara Mada Project's mining permit on a timely basis, or at all; (iii) risks associated with the ability of the Company to maintain suitable and enforceable fiscal terms with the Government of Madagascar over time; (iv) country risks, including the risks of social and political unrest and expropriation risks; (v) risks associated with government instability, including but not limited to potential coups, military takeovers, changes in presidential, parliamentary and other governmental leadership, related protests and civil unrest, the ability to secure international recognition of any such prevailing government, permitting delays, and any delays in formalizing suitable fiscal and other terms applicable to the Vara Mada Project that may arise due to such political instability, including any failure or reluctance of a new prevailing government to recognize or honor previously negotiated terms or existing rights; (vi) the risk of impacts of any instability to Project development prospects or timelines; (vii) risks associated with community unrest and opposition to the Project, including but not limited to challenges obtaining and maintaining safe, secure and consistent surface access to support the collection of baseline environmental data, the finalization and approvals of permits and completion of engineering and technical evaluations; (ix) risks associated with any required acquisition of lands, including the risks associated with any relocations of people; (x) risks associated with interpretations of existing laws or regulations or the application of existing laws and regulations to the Vara Mada project; and (xii) risks of challenges by special interest groups and other parties and any related harms that may result, including but not limited to bodily harm and property damage.

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

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

vii

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

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, JUNE 24, 2026	iv
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	vi
APPOINTMENT AND REVOCATION OF PROXIES	4
VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES	5
VOTING BY NON-REGISTERED SHAREHOLDERS	5
BROKER NON-VOTES	6
DISTRIBUTION OF MEETING MATERIALS TO NON-OBJECTING BENEFICIAL OWNERS	6
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES	6
INSTRUCTIONS FOR THE MEETING	7
PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING	8
Proposal 1 - Election of Directors	8
Proposal 2 - Appointment of Auditors	16
Proposal 3 - Non-Binding Advisory Vote on Named Executive Officer Compensation ("Say-on-Pay")	16
Proposal 4 - Non-Binding Advisory Vote on Frequency of Shareholder Votes on Executive Compensation ("Say-When-On-Pay")	17
EXECUTIVE OFFICERS	18
EXECUTIVE COMPENSATION	23
Compensation Governance	23
Compensation Committee Interlocks and Insider Participation	29
Compensation Discussion and Analysis	29
Summary Compensation Table	61
Pay Versus Performance	63
CEO Pay Ratio	70
Incentive Plan Awards	71
Incentive Plan Awards - Value Vested or Earned	74
Company Policies and Practices Relating to the Grant of Equity Awards	74
Pension Plan Benefits and Deferred Compensation Plans	75
Employment Agreements and Termination and Change of Control Benefits	75
COMPENSATION COMMITTEE REPORT	84
DIRECTOR COMPENSATION	85
Incentive Plan Awards	86
Securities Authorized for Issuance under Equity Compensation Plans	88
2025 Omnibus Equity Incentive Compensation Plan, as Amended on May 24, 2024 and April 21, 2025	89
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	89
Beneficial Ownership	89
INTEREST OF MANAGEMENT & OTHERS IN MATERIAL TRANSACTIONS	90
AUDIT COMMITTEE DISCLOSURE	91
AUDIT COMMITTEE REPORT	93
CORPORATE GOVERNANCE DISCLOSURE	94
Board Mandate	95
Position Descriptions	96

Succession Plan	96
Orientation and Continuing Education	96
Cybersecurity	98
Ethical Business Conduct	99
Restriction on Hedging and Certain Transactions in Publicly Traded Options	100
Governance and Nominating Committee	101
Compensation Committee	102
Environment, Health, Safety and Sustainability Committee	103
Assessments	106
Shareholder Engagement	107
SHAREHOLDER PROPOSALS	107
PRINCIPAL EXECUTIVE OFFICE	107
OTHER MATTERS	107

PROXY STATEMENT

The information contained in this Proxy Statement ("Proxy Statement") is furnished in connection with the solicitation of proxies by and on behalf of management of Energy Fuels Inc. (the "Company") to be used at the Meeting to be held by way of a live audio webcast through the Virtual AGM platform (the "Virtual Platform") at https://edge.media-server.com/mmc/p/44hq3gvr, password "ef2026" (case-sensitive), on Wednesday, June 24, 2026 at 10:00 am (Mountain Daylight Time or "MDT") (the "Meeting"), and at all adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting.

In order to make the Meeting as convenient and resource efficient as possible for its shareholders, the Company will again be hosting an entirely virtual Meeting in 2026.

The Meeting will be conducted solely as a virtual meeting of shareholders via a live audio webcast through the Virtual Platform. You can attend the Meeting online at https://edge.media-server.com/mmc/p/44hq3gvr by clicking "I have a control number" and entering your unique 11-digit control number located on your Notice of Internet Availability of Proxy Materials (the "Notice"), followed by the password "ef2026" (case-sensitive). You will have the ability to submit questions during the Meeting via the Virtual Platform. See "Instructions for the Meeting," below. It is expected that the solicitation will be made primarily by mail on or about May 8, 2026, but proxies may also be solicited personally by directors, officers or regular employees of the Company. The solicitation of proxies by this Proxy Statement is being made by or on behalf of the management of the Company. The total cost of the solicitation will be borne by the Company.

Except as otherwise indicated, information in this Proxy Statement is given as of April 14, 2026 and all dollar amounts are in U.S. dollars.

APPOINTMENT AND REVOCATION OF PROXIES

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

Registered shareholders who wish to appoint a person other than the Management Nominees identified in the form of proxy card or voting instruction form (including non-registered shareholders who wishes to appoint themselves to attend the Meeting) must carefully follow the instructions in this Proxy Statement and on their form of proxy card or voting instruction form; the shareholder's control number should be provided to the proxyholder in advance, as it is required in order to vote at the Meeting. Failure to obtain such control number from the registered shareholder will make it impossible to participate in the Meeting and will result in the proxyholder only being able to attend as a guest. Guests will be able to listen and submit written questions to the Meeting but will not be able to vote. A shareholder of the Company who has given a proxy may revoke it by an instrument in writing, including another completed proxy card, executed by the shareholder or the shareholder's attorney authorized in writing, deposited at the registered office of the Company or at the offices of Equiniti by mail to Equiniti Trust Company LLC, PO Box 52449, Newark, NJ 07101-9916; by fax to 1-718-765-8730; by email to proxyvote@astfinancial.com; by telephone to 1-888-776-9437; or by internet voting through www.voteproxy.com, up to 12:00 p.m. (noon) (Eastern Daylight Time or "EDT") on the second business day preceding the date of the Meeting, or any adjournment thereof.

VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES

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

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

VOTING BY NON-REGISTERED SHAREHOLDERS

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

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

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

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

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

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

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

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

BROKER NON-VOTES

In the United States, brokers and other intermediaries holding shares in street name for their customers are generally required to vote the shares in the manner directed by their customers. If their customers do not give any direction, brokers may vote the securities at their discretion on routine matters, but not on non-routine matters. Other than Proposal 2 for the appointment of KPMG LLP as our auditors for the fiscal year ended December 31, 2026, all of the matters to be voted on at the Meeting are non-routine matters and brokers may not vote the securities held in street name for their customers in relation to these items of business without direction from their customers.

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

DISTRIBUTION OF MEETING MATERIALS TO NON-OBJECTING BENEFICIAL OWNERS

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

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of the Company consists of an unlimited number of common shares ("Common Shares"), an unlimited number of preferred shares issuable in series, and an unlimited number of Series A preferred shares. As of April 14, 2026, the Company had issued and outstanding 248,233,278 Common Shares and no preferred shares.

The Company will make a list of all persons who are registered holders of Common Shares as of the close of business on Monday, April 27, 2026 (the "Record Date") and the number of Common Shares registered in the name of each person on that date. Each shareholder as of the Record Date is entitled to one vote for each Common Share registered in that shareholder's name as it appears on the list on all matters which come before the Meeting.

To the knowledge of the Directors and the Named Executive Officers of the Company ("NEOs"), as of April 14, 2026, no person beneficially owns or exercises control or direction over securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Company entitled to be voted at the Meeting. See "Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters," below.

INSTRUCTIONS FOR THE MEETING

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

Instructions on Voting at the Meeting:

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

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

How to Vote:

You have two ways to vote your shares:

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

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

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

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

To Access and Vote at the Meeting:

(1) Step 1: Log into the Virtual Platform online at https://edge.media-server.com/mmc/p/44hq3gvr

(2) Step 2: Follow these instructions:

Registered shareholders: Click "I have a control number" and then enter your unique 11-digit control number and password "ef2026" (case-sensitive). The 11-digit number located on the Notice of Internet Availability of Proxy Materials received from Equiniti is your control number. If you use your control number to log into the Meeting, any vote you cast at the Meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the Meeting.

Duly appointed proxyholders: Click "I have a control number" and then enter your unique 11-digit control number and the password "ef2026" (case sensitive). Proxyholders who have been duly appointed should ensure they receive the registered shareholder's control number in advance, as it is required in order to vote at the Meeting.

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

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

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

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

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

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

Written requests can be mailed to:

Equiniti Trust Company, LLC

PO Box 52449

Newark, NJ 07101-9916

Requests for registration must be labeled as "Legal Proxy" and be received by Equiniti no later than 5:00 p.m., EDT, on June 19, 2026. Equiniti will confirm your registration by email. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to participate as a guest.

Submission of Questions:

You may submit questions during the Meeting, whether a registered shareholder, duly appointed proxyholder or guest. Once logged into the Virtual Platform at https://edge.media-server.com/mmc/p/44hq3gvr, you may type and submit any questions you have where indicated.

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

If you encounter any difficulties accessing the Meeting webcast during or after you log in, please refer to the "Application Help" link available on the login page. Support will be available starting at 7:00 am (MDT) on June 24, 2026 and will remain available until the Meeting has finished.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Proposal 1 - Election of Directors

Pursuant to the articles of the Company, the Board of Directors of the Company (the “Board”) may consist of a minimum of three and a maximum of fifteen Directors, who are elected annually. The Board is currently composed of nine Directors, and management is proposing that seven Directors be elected at the Meeting. Mr. J. Birks Bovaird and Mr. Alexander G. Morrison have advised that they do not intend on seeking reelection to the Board at the Meeting.

Mr. Bovaird joined the Board in 2006 and served as its Chair from March 2007 to June 2025, a period of more than 18 years in his notable 20-year tenure with the Company. Mr. Bovaird’s strong leadership, sound judgement and balanced perspective have helped support the Company through numerous challenges, opportunities and successes. Our longest-serving existing Director and a member of various Board committees, Mr. Bovaird has a wealth of institutional knowledge and brings to the Board a vast range of relevant experiences that have been invaluable in bringing the Company to this point of growth and transformation. His expertise cannot be easily replaced.

Mr. Morrison has been a valuable member of the Board since August 2019, having acted as Chair of the Audit Committee since mid-2021 and a member of various other Board committees. A financial expert and experienced member of numerous public company boards, Mr. Morrison has contributed significantly to the Company’s risk assessment framework and cybersecurity program and has provided critical oversight of the Company’s internal and external audit procedures, including its internal controls over financial reporting. Mr. Morrison also significantly contributed to the Board’s strategic and general business guidance.

We thank Messrs. Bovaird and Morrison for their years of service and dedication to the Board and to the Company, and wish them all the best in their future endeavors.

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

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

There have been no material changes to the procedures by which the Company's security holders may recommend nominees to the Board since the Company's last Proxy Statement on Schedule 14A for the year ended December 31, 2024.

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

Name and Municipality of Residence	Office Held	Director Since	Principal Occupation, if Different than Office Held	Age
Ross R. Bhappu⁽³⁾ Colorado, USA	President, CEO and Director	2026	Same	66
Benjamin Eshleman III⁽¹⁾⁽²⁾ Corpus Christi, Texas, USA	Director	2017	Director, Mesteña, LLC; Co-Manager, Eshleman-Vogt Ranch; Director, Texas and Southwestern Cattle Raisers Association	70
Barbara A. Filas⁽³⁾⁽⁴⁾ Grand Junction, Colorado, USA	Director	2018	Consultant providing advisory services to the mining sector	70
Bruce D. Hansen⁽²⁾ Golden, Colorado, USA	Director	2007	Retired Former Mining Executive	68
Jaqueline Herrera⁽²⁾⁽³⁾ Naperville, Illinois, USA	Director	2022	Vice President and General Manager of Graver Technologies/Marmon Water, a Berkshire Hathaway company	51
Dennis L. Higgs⁽³⁾⁽⁴⁾ Vancouver, British Columbia, Canada	Director	2015	President and sole owner of Ubex Capital Inc.; President, Austin Gold Corp.	68
Michael H. Stirzaker⁽¹⁾ Sydney, Australia	Director	2024	Company Director	66

Notes:

(1) Member of the Audit Committee.

(2) Member of the Governance and Nominating Committee.

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

(4) Member of the Compensation Committee.

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

Ross R. Bhappu

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

Benjamin Eshleman III

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

Barbara A. Filas

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

Bruce D. Hansen

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

Jaqueline Herrera

Ms. Herrera is a seasoned executive with over 25 years of experience in corporate and technical leadership positions across multiple industries, including refinery, petrochemical, chemical, mining & mineral processing, energy and food and beverage. Currently, she serves as Vice President and General Manager of Graver Technologies/Marmon Water, a Berkshire Hathaway company. She held senior roles at Nalco Water, an Ecolab Company, where she led corporate business as AVP and Vice President of Sales. Ms. Herrera's experience also includes global industry development for base metals and iron ore industries, focusing on copper and molybdenum markets in various regions Ms. Herrera has extensive experience in the bauxite mining and alumina processing sectors in South America, the U.S. and the Caribbean. She is a holder of a U.S. Patent on functionalized silicones for froth flotation. Ms. Herrera has authored technical papers, including one on Trihydrate separation presented at the TMS. She has actively volunteered for organizations such as UNICEF and Water for People, providing education and technical expertise in water treatment for drinking water to schools in remote communities in Latin America. She is currently Chair for WAAIME, a Division of the Society for Mining, Metallurgy and Exploration, Inc. She also serves as a board member for a non-profit organization helping youth with leadership skills. Her academic credentials include a Bachelor of Science in both metallurgical engineering and industrial engineering, a Master of Sciences in material science, and a Master of Business Administration in operations. Additionally, she completed Executive Programs in Corporate Governance and Corporate Development Strategy and Mergers and Acquisitions at the Wharton School of Business. She is also fluent in Spanish, English and Portuguese.

Dennis L. Higgs

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

Michael H. Stirzaker

Mr. Stirzaker has over 30 years of commercial experience, mainly in mining finance and mining investment. He began his career in Sydney, Australia, as a Chartered Accountant with KPMG before moving into investment banking with the HSBC Group and then Kleinwort Benson Limited in London. From 1993 to 2007 he was part of the natural resource advisory and investment firm, RFC Group Limited, where he became Joint Managing Director. He has also been a shareholder and director of Tennant Metals Pty. Limited, a privately owned physical metal trader and investor, and was the finance director of Finders Resources Limited, an ASX listed company producing copper in Indonesia. From 2010 until 2019, Mr Stirzaker was a partner with private equity mining fund manager, Pacific Road Capital Management. Since 2019, Mr Stirzaker has acted as a non-executive director of several junior mining companies and is currently also a non-executive director of Southern Palladium Ltd. Mr Stirzaker was Chair of the board of directors of Base Resources Limited ("Base Resources") until its acquisition by Energy Fuels.

Director Participation on Other Boards

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

To ensure that all Directors are adequately fulfilling their obligations to the Company and are not adversely impacted by their commitments on other boards of directors, the Corporate Secretary administers a written Board effectiveness assessment each year, which the Governance and Nominating Committee ("GN Committee") reviews on a compiled, anonymized basis. The assessment questions members of the Board as to their level of satisfaction with the functioning of the Board, its interaction with management, and the performance of the standing committees of the Board. After the assessment results are reviewed and discussed, the GN Committee reports to the full Board on the results and makes any recommendations it feels advisable to improve the Company's corporate governance practices. This process occurs prior to the GN Committee's consideration of nominations for Board member elections at the annual meeting of shareholders each year.

In addition, the Board implemented procedures in January 2026 for the formal evaluation of proposed other directorships for existing Company Directors. The Board delegated to the GN Committee the responsibility of considering the appropriateness of proposed appointments of Company Directors to the boards of directors of other companies, including a determination of whether there is an actual, potential or perceived conflict of interest requiring further action or inaction by the eligible Director. In addition, the Company's Corporate Governance Manual provides that, as articulated in the Company's Code of Business Conduct and Ethics, where a Director has been approached by another company to serve on its board of directors and is considering whether to serve, or desires to do so, or where a Director desires to apply for a directorship of another company, in either case while remaining on the Company's Board, that Director must disclose such interest/opportunity to the Chair of the Board and the Chair of the GN Committee (the "Chairs") prior to accepting the position, such disclosure to include the following details:

• company name (including any known/prominent subsidiaries);

• scope of the opportunity;

• summary of the company's business and mission;

• all jurisdictions of company operations and headquarters;

• how the role came to the Director's attention;

• the length of any discussions held between the company and Director to date;

• the Director's relationship to the company, if any (e.g., prior consulting work for);

• any known actual or potential conflicts between Energy Fuels and the company;

• confirmation that the Director feels they have adequate capacity to fulfill all duties owed to Energy Fuels while also serving on the boards of other companies, including the proposed board; and

• anything else relevant, in the Director's reasonable opinion.

Upon receipt of such disclosure from a Director, the Chair of the Board have a responsibility to promptly provide it to the Company's CEO and Chief Legal Officer ("CLO"), who will then review the details and conduct any initial investigation into the company via its website and/or other appropriate resources to determine whether there are any obvious actual, potential or perceived conflicts between the respective businesses of Energy Fuels and the company. They are required to report back to the Chairs with their findings and conclusions within five business days after receiving the Director's disclosure from the Chair of the Board.

If a simple majority of the CEO, CLO and Chairs (the "Review Group") conclude that there is no actual, potential or perceived conflict of interest that would make it inappropriate for the Director to serve on the Board and the other company's board of directors concurrently, then the matter can be considered resolved and the Director will be permitted to proceed with both directorships. Alternatively, if a simple majority of the Review Group determines that further investigation is warranted, then within ten business days after making its determination, a GN Committee meeting will be held to evaluate the proposed directorship, with the requesting Director entitled to be present to answer questions and present their case as to why the concurrent directorship is believed to be proper.

The GN Committee's determination is final and binding on the Director to the extent it is unanimous. Where one or more GN Committee members disagree as to the correct resolution, the matter will be put before the full Board to consider within ten business days after the GN Committee's evaluation. Where this occurs, the matter will be definitively resolved by a simple majority of Directors, with the Director in question abstaining from the vote.

When considering whether there is an actual, potential or perceived conflict of interest, the GN Committee and, where required, the Board must consider the following nonexclusive factors relative to Energy Fuels:

• nexus of the proposed company's operations, headquarters and regional offices, and supply chain/customer base(s);

• similarities and differences in the companies' respective commodities, industries, technologies/processes, mission, vision, and supply chain position;

• likelihood of competition for similar projects, feedstocks, acquisition/merger/joint venture partner targets, and funding sources;

• likelihood that the companies are competing for executive talent and processing expertise; and

• any other relevant considerations.

The Board acknowledges that its analysis will be highly fact-specific and that materiality will need to be weighed when considering whether a perceived conflict of interest rises to such a level that it cannot be permitted.

This new procedure regardless of whether the other company/organization is publicly or privately held or a non-profit or other corporate structure, and regardless of whether the Director's application/consideration for the additional directorship is on a solicited or unsolicited basis. All individuals participating in the above analysis must at all times act in good faith. A management Director who is non-independent is not prevented from voting due to this fact alone.

Finally, the Directors agree that they shall comply with the final GN Committee and/or Board determination, which is to be made in the best interests of the Company and its shareholders, considering each Director's fiduciary duties owed.

In 2025, the GN Committee concluded, and the full Board agreed, that none of the Directors were over-boarded such that they were unable to fulfill their fiduciary duties to the Company and its shareholders.

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

Cease Trade Orders, Bankruptcies and Legal Proceedings

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

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

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

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

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

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

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

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

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

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

Family and Certain Other Relationships

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

To the Company's knowledge, all transactions required to be reported pursuant to Section 16(a) for the year ended December 31, 2025 were timely reported by the Company's directors, officers and persons who own more than 10% of a registered class of the Company's equity securities, except as disclosed below.

Delinquent Section 16(a) Reports

Beneficial Owner	Number of Late Filings	Number of Late Transactions	Explanation
Scott Bakken	1	2	See Note 1.
Kevin Balloch	1	0	See Note 2 pertaining to late Form 3 filing.
Debra Bennethum	3	3	See Note 2 pertaining to late Form 3 and initial Form 4 filings (covering two transactions). The third late filing (covering one transaction) was due to a delay in the Beneficial Owner communicating the transaction to the Company.
Nathan Bennett	1	2	See Note 1.
Ross Bhappu	2	1	See Note 2 pertaining to late Form 3 and initial Form 4 filings (covering one transaction).
Bernard Bonifas	1	2	See Note 1.
Birks Bovaird	1	1	Filed late due to miscommunication as to who was managing insider reports while normal administrator on parental leave.
Mark Chalmers	1	2	See Note 1.
Saleem Drera	1	2	See Note 1.
David Frydenlund	1	2	See Note 1.
Oscar German	1	0	See Note 2 pertaining to late Form 3 filing.
Daniel Kapostasy	1	2	See Note 1.
Nathan Longenecker	1	2	See Note 1.
Curtis Moore	1	2	See Note 1.
Dee Ann Nazarenus	1	2	See Note 1.
Logan Shumway	1	2	See Note 1.
Michiel van Akkooi	2	2	See Note 2 pertaining to late Form 3 and initial Form 4 filings (covering two transactions).

Notes:

(1) The late filing pertained to two transactions - the grant of Stock Options and RSUs on December 12, 2024 as special transaction bonuses in connection with the Company's acquisition of Base Resources. The filing was late due to inadvertent administrative error and was corrected immediately upon identification.

(2) The late filings and corresponding transactions were the result of a delay in receiving the Beneficial Owner's new EDGAR filing codes from the SEC and was not due to any administrative error by the Company or the Beneficial Owner.

Board Diversity

We recognize the importance of gender diversity in governance, particularly in mining where women and other non-male gender identities are a significant historic and current minority, and recognize that a diverse and well-qualified board, with a broad range of viewpoints and life experiences, strengthens our decision-making processes and drives innovation, which we believe is an important factor in enhancing long-term value creation. At this time, 22.22% (2/9 Directors) of the Board is female and 11% (1/9 Directors) of the Board self-identifies as racially or ethnically diverse.

We are committed to fostering and promoting board diversity as an integral component of good corporate governance practices. Our Board of Directors maintains a Diversity Policy that shapes the Company's commitment to inclusive representation, encompassing gender and other dimensions of diversity, across both the Board and executive leadership.

Proposal 2 - Appointment of Auditors

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

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

Proposal 3 - Non-Binding Advisory Vote on Named Executive Officer Compensation ("Say-on-Pay")

Background

Pursuant to Section 14A of the Exchange Act and the rules and regulations promulgated thereunder (including without limitation Rule 14a-21(a)), the Company's shareholders will be asked at the Meeting to vote, on a non-binding advisory basis, on the compensation of the NEOs (sometimes hereinafter referred to as the "Say-on-Pay Proposal").

The vote on the Say-on-Pay Proposal gives the Company's shareholders the opportunity to express their views on the compensation paid to the NEOs. The vote is not intended to address any specific item of compensation, but rather the overall compensation of the NEOs as disclosed in this Proxy Statement. You are urged to read carefully the "Executive Compensation" section of this proxy statement, including the Summary Compensation Table below and other related compensation tables and narrative disclosure, for details regarding the compensation paid to the NEOs during fiscal year 2025 and other information with respect to their compensation for services on behalf of the Company.

The Board believes that the Company's compensation program for its executive officers, including the NEOs, is appropriate based upon the Company's performance, the performance and level of responsibility of each NEO and the market generally with respect to executive officer compensation. The Board also believes that the Company's executive compensation program, which, for the Company's executive officers includes annual evaluations under a Long-Term Incentive Plan ("LTIP") and a Short-Term Incentive Plan ("STIP"), aligns the interests of the Company's executive officers with those of the Company's shareholders by compensating the executive officers in a manner designed to advance both the short-and long-term interests of the Company and its shareholders.

Say-on-Pay Vote Recommendation

After careful consideration, the Board recommends a vote "FOR" the compensation of the NEOs by approving the following resolution:

"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED."

Shareholders may vote for, against, or abstain from voting on the Say-on-Pay Proposal. The compensation of the NEOs in connection with the Say-on-Pay Proposal will be approved, on a non-binding advisory basis, if it receives the affirmative vote of a majority of the Company's Common Shares present in person or represented by proxy at the Meeting and entitled to vote on the proposal. Abstentions will effectively count as votes against the Say-on-Pay Proposal. Failures to vote will also effectively count as votes against the Say-on-Pay Proposal.

The vote on the Say-on-Pay Proposal is advisory only and will not be binding upon the Company or its Board or Compensation Committee. However, the Board and Compensation Committee take seriously shareholders' preferences as expressed in their votes and will consider the outcome of the vote in connection with future executive compensation arrangements.

Proposal 4 - Non-Binding Advisory Vote on Frequency of Shareholder Votes on Executive Compensation ("Say-When-On-Pay")

Background

The Board is providing our shareholders with a non-binding advisory vote on the frequency of shareholder votes on NEO compensation, or Say-on-Pay votes, such as that provided for in Proposal Three - Non-Binding Advisory Vote on Named Executive Officer Compensation. This non-binding advisory vote is required to be conducted every six (6) years under Rule 14a-21(a), Section 14A of the Exchange Act, pursuant to the Dodd-Frank Act. The next required advisory vote on the frequency of future shareholder advisory votes on NEO compensation will occur no later than the 2032 Annual Meeting of Shareholders.

Shareholders may indicate whether they prefer that we hold a Say-on-Pay vote every one (1) year, two (2) years, or three (3) years, or they may abstain from this vote. Abstentions will effectively count as votes against the Say-When-On-Pay Proposal. Failures to vote will also effectively count as votes against the Say-When-On-Pay Proposal.

Say-When-On-Pay Vote Recommendation

After careful consideration, the Board recommends a vote "FOR" a one (1)-year frequency, and recommends votes "AGAINST" a two (2)-year frequency and a three (3)-year frequency.

In determining to recommend that shareholders vote for a Say-on-Pay frequency of every year, the Board considered how an advisory vote at this frequency will provide our shareholders with greater opportunity to routinely provide meaningful feedback to the Company on its executive pay practices.

The Say-When-On-Pay vote consists of four voting options denoted by the ability to vote in favor of a one (1)-year frequency, a two (2)-year frequency or a three (3)-year frequency, or to abstain, on the Proxy Card.

The voting option that receives the highest number of votes cast by our shareholders will reflect the frequency for future Say-on-Pay votes selected by our shareholders until such time when another Say-When-On-Pay vote is held. Abstentions will effectively count as votes against the Say-When-On-Pay Proposal. Failures to vote will not have any impact on the Say-When-On-Pay Proposal.

As this is an advisory vote, the outcome of the vote is not binding on the Company, and the Compensation Committee and the Board may decide that it is in the best interests of our shareholders to hold a Say-on-Pay vote more or less frequently than the preference receiving the highest number of votes of our shareholders. However, the Compensation Committee and the Board value the opinions expressed by our shareholders in their vote on this proposal and expect to take into account the outcome of this vote when considering the frequency of future advisory votes on executive compensation.

Shareholder Resolution for Consideration

"RESOLVED, that the shareholders of Energy Fuels Inc. determine, on a non-binding advisory basis, that the frequency with which the shareholders shall have an advisory vote on executive compensation set forth in Energy Fuels Inc.'s proxy statement for its annual meeting of shareholders, beginning with the 2026 annual meeting of shareholders, is every [one, two or three] years."

EXECUTIVE OFFICERS

As of April 14, 2026, the executive officers of the Company, their ages and their business experience and principal occupation during the past five years were as follows:

Name and Municipality of Residence	Office Held	Officer Since	Age
Scott A. Bakken Colorado, USA	Vice President, Regulatory Affairs	2020	55
Debra P. Bennethum⁽¹⁾ Michigan, USA	Vice President, Critical Minerals and Strategic Supply Chain	2025	59
Nathan R. Bennett⁽²⁾ Colorado, USA	Chief Financial Officer	2024	45
Ross R. Bhappu⁽³⁾ Colorado, USA	President and Chief Executive Officer	2025	66
Bernard Bonifas⁽⁴⁾ Wyoming, USA	Vice President, ISR Operations	2023	67
Misael Cabrera⁽⁵⁾ Arizona, USA	Senior Vice President, Regulatory, Environmental and Sustainability Affairs	2026	55
Saleem Drera⁽⁶⁾ Colorado, USA	Vice President, Radioisotopes, Radiological Systems and Intellectual Property	2024	41
David C. Frydenlund Colorado, USA	Executive Vice President and Chief Legal Officer	2012	68
Oscar German⁽⁷⁾ Colorado, USA	Senior Vice President, Global Human Resources	2025	61
Julia C. Hoffmeier⁽⁸⁾ Colorado, USA	Corporate Counsel and Corporate Secretary	2022	34
Daniel D. Kapostasy⁽⁹⁾ Colorado, USA	Vice President, Technical Services	2023	45
Nathan M. Longenecker⁽¹⁰⁾ Colorado, USA	Senior Vice President and General Counsel	2024	58
Curtis H. Moore Colorado, USA	Senior Vice President, Marketing and Corporate Development	2015	56
Logan S. Shumway⁽¹¹⁾ Utah, USA	Vice President, Processing Operations	2023	41
Michiel van Akkooi⁽¹²⁾ The Hague, Netherlands	Senior Vice President, Global External Affairs	2025	54

Notes:

(1) Ms. Bennethum's principal occupation in the 4 years prior to becoming an officer was Director, Critical Minerals and Strategic Supply Chain for the Company and, prior to that: EV Critical Minerals Manager, Center of Excellence; Program Purchasing Manager, Battery Electric Vehicles & Crossovers; Global Commodity Manager, Forced Induction Systems & Accessory Drive Systems; and Global Commodity Manager, Turbo & Super Chargers, each of Global Purchasing and Supply Chain ("GPSC"), General Motors.

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

(3) Mr. Bhappu's principal occupation in the 4.25 years prior to becoming an officer was Head of Private Equity Mature Funds of Resource Capital Funds.

(4) Mr. Bonifas's principal occupation in the 2.25 years prior to becoming an officer was Director of ISR Operations for the Company.

(5) Mr. Cabrera's principal occupation in the 4.75 years prior to becoming an officer was Professor of Practice and Director of the University of Arizona School of Mining Engineering & Mineral Resources for three years and, prior thereto, Director of the Arizona Department of Environmental Quality.

(6) Dr. Drera's principal occupation in the 3.25 years prior to becoming an officer was CEO of RadTran LLC ("RadTran").

(7) Mr. German's principal occupation in the 4.25 years prior to becoming an officer was Founder and Managing Director of the German Consulting Group.

(8) Ms. Hoffmeier's principal occupation in the 1 year prior to becoming an officer was Staff Attorney of the Company. From 2022 through 2025, Ms. Hoffmeier acted as Corporate Counsel and Assistant Corporate Secretary.

(9) Mr. Kapostasy's principal occupation in the 2.25 years prior to becoming an officer was in various capacities for the Company, including Director of Technical Services, Technical Services Manager and Chief Geologist Conventional Mining.

(10) Mr. Longenecker's principal occupation in the 3.25 years prior to becoming an officer was Senior Vice President, General Counsel, Global Legal Operations and Major Permitting of Kinross Gold Corporation.

(11) Mr. Shumway's principal occupation in the 2.25 years prior to becoming an officer was in various capacities for the Company, including Chief Metallurgist, Operations Superintendent, Mill Manager and Director, Conventional Operations.

(12) Mr. van Akkooi's principal occupation in the 4.25 years prior to becoming an officer included a one-year sabbatical and, prior thereto, Senior Vice President, External Affairs & Co-head of Sustainability at Kinross Gold Corporation for two years and Senior Vice President, Global Government Relations for over 5.5 years.

Scott A. Bakken

Mr. Bakken is currently the Vice President, Regulatory Affairs of Energy Fuels, a position he has held since 2020. He has been with Energy Fuels since 2014, where he has held senior positions over permitting and regulatory matters relating to both Energy Fuels' conventional mine and mill operations and its ISR operations. Mr. Bakken has worked in the natural resources industry for almost 30 years and, prior to joining Energy Fuels, held several positions with Cameco Corporation's U.S. subsidiaries, Power Resources, Inc. and Cameco Resources, and with MDU Resources Group, Inc.'s mining and construction materials subsidiary Knife River Corporation, through which he gained extensive experience in permitting and regulatory activities at mining and in situ recovery ("ISR") uranium recovery facilities. Mr. Bakken is responsible for permitting and regulatory matters relating to all of Energy Fuels' operations, both conventional and ISR. Mr. Bakken earned a bachelor's degree in geology from the University of Minnesota Duluth and is a licensed Professional Geologist in the State of Wyoming.

Debra P. Bennethum

Ms. Bennethum is Vice President of Critical Minerals & Strategic Supply Chain at Energy Fuels, leading the Company's new rare earth element business and U.S.-based supply chain development. Ms. Bennethum previously held senior roles at General Motors, including managing the critical mineral procurement supply team, and led the execution of over $1.5 billion in new critical mineral projects for electric vehicles. Ms. Bennethum also managed the procurement of entire new vehicle programs, both internal combustion and EV programs. She began her career at BP Corporation in engineering and logistics roles. Ms. Bennethum holds a Bachelor of Science in Chemical Engineering from Michigan State University and serves on the Board of the Rare Earth Industry Association and the Advisory Board for 47G.

Nathan R. Bennett

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

Ross R. Bhappu

Bernard Bonifas

Mr. Bonifas is currently the Vice President, ISR Operations of Energy Fuels. He has been with Energy Fuels since 2015, first serving as Mine Manager of the Nichols Ranch ISR Project, then as the Director of ISR Operations. Mr. Bonifas has over 40 years of experience in uranium prospecting, development, production, restoration, reclamation and decommissioning at various uranium and other mining companies around the world, including in the U.S., Kazakhstan, Paraguay, Zambia, Argentina, Mexico and Gabon. Mr. Bonifas received his Bachelor of Geology in 1986 from the University of Aix-Marseille and his Diploma of Doctoral Research of Sciences in 1992 from the University of Nancy.

Misael Cabrera

Mr. Cabrera is the Senior Vice President of Regulatory, Environmental, and Sustainability with over 30 years of leadership experience spanning government, industry and academia. Before joining Energy Fuels in January 2026, he served three years as Professor of Practice and Director of the University of Arizona School of Mining Engineering & Mineral Resources, where he expanded industry engagement, launched the first international Mining Social License Summit, promoted interdisciplinary research, and taught the school's core course on mining sustainability. Previously, Mr. Cabrera spent more than seven years as Director of the Arizona Department of Environmental Quality ("ADEQ"), a cabinet-level agency with a $200 million annual budget and 450 employees. During his tenure, the agency improved environmental outcomes, delivered award-winning online services, accelerated permitting processes and received 28 recognitions from local and national organizations. He also helped lead the development of the Arizona Management System, now used by agencies across Arizona's executive branch. Before becoming Director, Mr. Cabrera served nearly four years as Deputy Director of ADEQ. Prior to joining ADEQ, he worked 18 years in technical and leadership roles at international engineering firms, managing projects across the U.S., South Korea, Costa Rica, Mexico and Italy. Mr. Cabrera is a licensed Professional Engineer in Arizona and holds a Bachelor of Science in Civil Engineering from the University of Arizona.

Saleem Drera

Dr. Drera, Ph.D., is Vice President, Radioisotopes, Radiological Systems and Intellectual Property for Energy Fuels. In his role, he is responsible for advancing efforts to produce medical isotopes from Energy Fuels' existing uranium and rare earth process streams to support innovative and emerging receptor-targeted radionuclide therapeutics for cancer. Dr. Drera is the founder and former CEO of RadTran, which Energy Fuels acquired in 2024. Dr. Drera has a broad background in the development of nuclear technology, which includes testing, scaling, commercialization and licensing. Recently, his main technological expertise has been with the development of radiochemical processes for the medial industry and radioactive materials engineering. Noteworthy is his effort in pioneering preparative techniques for critical isotopes to be used in emerging cancer therapeutics. In addition to Dr. Drera's previous CEO role with RadTran, he was the Vice President of Research and Development for Thor Energy, the Vice President of Nuclear Consulting for The Cameron Group Inc. and a consultant for several successful startup companies within the green energy and advanced materials sector. Dr. Drera earned two Bachelor of Science degrees from the University of California, Berkeley in Chemical and Nuclear Engineering, a Master of Science degree from the University of Colorado, Boulder in Mechanical Engineering, and a Ph.D. from the Colorado School of Mines in Nuclear Science and Engineering. Dr. Drera's work has been published in dozens of peer-reviewed journals, including the Journal of Nuclear Medicine and Biology, Journal of Nuclear Materials, Annals of Nuclear Energy, Progress in Nuclear Energy and many conference proceedings. Dr. Drera is the listed inventor of many patents for the processing and separation of radioisotopes.

David C. Frydenlund

Mr. Frydenlund is Energy Fuels' Executive Vice President and Chief Legal Officer, a position he has held since August 2022. Mr. Frydenlund was General Counsel of Energy Fuels from 2012 to 2022, Corporate Secretary of Energy Fuels from 2012 to 2025 and Chief Financial Officer of Energy Fuels from 2017-2022. With 40 years in the mining and energy sectors, Mr. Frydenlund holds a prominent role in Energy Fuels, overseeing all legal, regulatory and permitting matters. His expertise extends to regulatory and environmental laws and regulations at the state and federal levels. Prior to his role at Energy Fuels, Mr. Frydenlund served as the Vice President of Regulatory Affairs, General Counsel, and Corporate Secretary of Denison Mines Corp. and its predecessor, International Uranium Corporation ("IUC"). He was also a director at IUC from 1996 to 2007 and served as Chief Financial Officer of IUC from 2000 to 2005. Preceding that, he was a Vice President of the Lundin Group, a collection of international public mining and oil and gas companies. Prior thereto, he worked as a partner at the Vancouver, Canada law firm of Ladner Downs (now Borden Ladner Gervais LLP), specializing in corporate, securities, mergers and acquisitions and international mining transactions law. Mr. Frydenlund earned a bachelor's degree in business and economics from Simon Fraser University in Vancouver, a master's degree in economics and finance from the University of Chicago and a law degree from the University of Toronto.

Oscar German

Mr. German is Senior Vice President, Global Human Resources of Energy Fuels. Mr. German is a seasoned Human Resources executive with over 25 years of global experience. Prior to joining Energy Fuels in July 2025, Mr. German led diverse teams and delivered impactful results across Europe, the Americas, Australia and Africa. His extensive background includes senior HR leadership positions at Fortune 100 companies, private equity firms, and startups such as BHP, Coca-Cola, Elementia, Seahawk Drilling and RigNet. Mr. German holds a bachelor's degree in Finance and a Master of Science in Management and Leadership. He is fluent in both Spanish and English and brings a strong multicultural perspective to his work. Nationally recognized as one of the top 20 Executive Role Models in the U.S. through the "Life Savers Take a Bigger Role Award," Mr. German blends deep expertise with heart and purpose. In addition to his corporate achievements, Mr. German is a Certified Maxwell Leadership Coach, Speaker, Trainer and Facilitator. He is the former founder and leader of German Consulting Group and most recently launched Affirm Leadership Coaching with a mission to empower emerging leaders. A former semi-professional soccer player and a passionate advocate for youth mentorship, Mr. German regularly speaks at schools and universities, guiding students in leadership, career development and purpose-driven living.

Julia C. Hoffmeier

Ms. Hoffmeier is currently Corporate Counsel and Corporate Secretary of Energy Fuels, a position she has held since December 2025, prior to which she served as Energy Fuels' Corporate Counsel and Assistant Corporate Secretary (January 2022-December 2025) and Staff Attorney (June 2017-January 2022). Before joining Energy Fuels, Ms. Hoffmeier ran the Pre-Award Grants and Contracts Program for the University of Colorado Denver's Division of Renal Diseases and Hypertension where she worked on medical research proposal submissions and regulatory compliance. In November 2016, Ms. Hoffmeier was appointed by the Denver City Council to serve on the Denver Board of Ethics, which she did through August 2019. While on the board, she served in varying capacities, including as Vice-Chair and Chair. Ms. Hoffmeier earned her Bachelor of Arts in music from Lewis and Clark College, graduating with honors, and her Juris Doctor from the University of Utah S.J. Quinney College of Law, graduating with a Certificate in Environmental and Natural Resource Law. She is licensed to practice law in Colorado and Utah.

Daniel D. Kapostasy

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

Nathan M. Longenecker

Mr. Longenecker is Senior Vice President and General Counsel of Energy Fuels, a position he has held since August 2024. Mr. Longenecker has worked in the natural resources industry, both in-house and in private law practice, for over 30 years. Prior to joining Energy Fuels, Mr. Longenecker spent approximately 15 years working at Kinross Gold Corporation, most recently serving as Senior Vice President & General Counsel, Global Legal Operations and Major Permitting. Preceding that, he was a partner at Temkin, Wielga Hardt & Longenecker LLP where he focused on natural resources law, permitting, environmental law and litigation. Early in his career, Mr. Longenecker was an associate at Ballard Spahr Andrews & Ingersoll (now Ballard Spahr LLP). Mr. Longenecker has spent the bulk of his career providing strategic business advice, supporting operations and addressing complex legal, regulatory and sovereign risks around the world, including in the U.S., Canada, South America, Africa and Russia, in addition to managing corporate legal, security and compliance functions. Mr. Longenecker earned a bachelor's degree in psychology from Colorado College and a law degree from the University of San Diego School of Law where he was a member of the San Diego Law Review. He is licensed to practice law in both Colorado and Wyoming.

Curtis H. Moore

Mr. Moore serves as the Senior Vice President, Marketing and Corporate Development at Energy Fuels. With more than fifteen years at Energy Fuels, Mr. Moore holds a key position in overseeing product marketing, public relations, investor relations and government relations, and he plays a significant role in mergers and acquisitions, strategy and corporate legal matters. Prior to joining Energy Fuels, Mr. Moore gained experience in diverse fields, including multi-family real estate development, government relations and public affairs, production homebuilding and private law practice. As a licensed attorney in the State of Colorado, he brings a valuable legal perspective to his role. Mr. Moore earned a Juris Doctor and a Master of Business Administration from the University of Colorado, Boulder. Additionally, he holds a dual bachelor's degree in economics-government from Claremont McKenna College. Mr. Moore's commitment to the region is evident through his role serving as the President of the board of directors of the Friends of Arches and Canyonlands National Parks, a respected nonprofit based in Moab, Utah U.S. that supports area national parks and monuments.

Logan S. Shumway

Mr. Shumway is currently Vice President, Processing Operations of Energy Fuels and has been with Energy Fuels since 2010, working at its White Mesa Mill (the "Mill"). During his tenure with Energy Fuels, Mr. Shumway has served in various roles, including as Chief Metallurgist, Operations Superintendent, Mill Manager and Director, Conventional Operations. He is responsible for managing the day-to-day processing activities at the Mill, as well as engineering and construction of the Mill property's expanded operations into rare earths processing. Mr. Shumway attended Brigham Young University where he received degrees in chemical engineering and chemistry.

Michiel van Akkooi

Mr. van Akkooi is Senior Vice President, Global External Affairs of Energy Fuels. Mr. van Akkooi joined Energy Fuels in July 2025 and is responsible for leading global strategy across government affairs and community and stakeholder relations. He also plays a key role in advising Energy Fuels' executive leadership team on political and social risk, shaping strategic communications and supporting Energy Fuels' license to operate in key jurisdictions. Mr. van Akkooi brings more than 30 years of international executive leadership across both the public and private sectors with deep expertise in government relations, sustainability, ESG, community engagement and issues-management in highly complex and regulated industries. Most recently, Mr. van Akkooi served as Senior Vice President of External Affairs & ESG at Kinross Gold Corporation where he was a trusted adviser to the CEO and board of directors and led global government affairs and ESG strategy across six countries. Mr. van Akkooi's career spans over 50 countries, where he has built and led multi-stakeholder strategies, navigated sensitive political landscapes and helped shape corporate narratives aligned with strategic objectives. His prior experience includes senior leadership roles at BHP and the Government of the Netherlands, where he served in diplomatic, defense, and policy capacities - including as Chief of Staff to the Minister of Defense. Mr. van Akkooi has a Master of Political Science & International Relations from the University of Amsterdam and a Global Executive MBA (Paris, Oxford, Boston & Beijing) from HEC Paris.

EXECUTIVE COMPENSATION

Compensation Governance

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

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

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

Our Executive Compensation Practices

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

• ambitious performance targets under its STIP and LTIP, which are tied annually to the Company's Annual Budget and Strategic Plan for the corresponding year and incentivize efforts in the best interests of the Company's shareholders;

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

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

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

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

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

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

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

Key Performance Achievement: Stock Performance Over Last Five Years

The Company's TSR, though having fluctuated over the last five years, peaked in 2025, reaching its highest level over the period presented. Notably, the Company's total share-price gain since December 31, 2020 constitutes an increase of over 241%.

Accordingly, the Company's compensation to executive officers has generally increased during the five most recently completed fiscal years, also in part due to the growth in the Company and competition among organizations operating in the critical materials sector to attract and retain the best possible executives who are uniquely positioned, through their experience and expertise, to provide leadership during this period of substantial corporate growth and transformation, as well as during any economic downturns in the Company's commodity markets, all while maximizing on any interim opportunities to increase shareholder value and boost production.

The performance graph below shows Energy Fuels’ cumulative total 5-year return based on an initial investment of $100 in Energy Fuels Common Shares beginning on December 31, 2020, as compared with the Russell 2000 Index, NYSE Composite, NASDAQ Composite, and a peer group consisting of Arafura Rare Earths Ltd., Boss Resources, Cameco, The Chemours Company, Deep Yellow Ltd., Denison Mines, Eramet S.A., GoviEx, Iluka Resources Limited, Image Resources, Kenmare Resources Plc, Lynas Rare Earth Ltd., MP Materials Corp, Neo Performance Materials, NexGen Energy, Paladin Energy, Peninsula Energy, Rare Element Resources Ltd., Texas Mineral Resources Corp, Tronox Holdings Plc, Ucore Rare Metals Inc., Uranium Energy Corp and Ur-Energy (together, the “Market Performance Peer Group” or “MPPG”). The chart shows yearly performance marks over a five-year period. This performance chart assumes: (1) $100 was invested on December 31, 2020 in Energy Fuels Common Shares along with the Russell 2000 Index, NYSE Composite, NASDAQ Composite, and the MPPG’s common stock; and (2) all dividends are reinvested. Dates on the chart represent the last trading day of the indicated fiscal year.

Comparison of 5-Year Cumulative Total Return⁽¹⁾

Assuming Initial Investment of $100

(December 31, 2020 to December 31, 2025)

Notes:

(1) This peer group represents a broad range of companies operating within the uranium, REE and HMS generally and is used for certain of the Company's executive officer LTIP compensation decisions as reported annually in the Company's proxy circular.

December 31,

2020

2021

2022

2023

2024

2025

Energy Fuels Inc.⁽¹⁾

4.26

7.63

6.21

7.19

5.13

14.54

Value of $100 Investment

100.00

179.11

145.77

168.78

120.42

341.31

NYSE Composite Index

14,524.80

17,164.13

15,184.31

16,852.89

19,097.11

22,003.93

Value of $100 Investment

100.00

118.17

104.54

116.03

131.48

151.49

Russell 2000 Index

4,908.01

5,580.17

4,377.14

5,037.79

5,542.50

6,168.16

Value of $100 Investment

100.00

113.70

89.18

102.64

112.93

125.68

NASDAQ Composite - Total Returns

12,888.28

15,644.97

10,466.48

15,011.35

19,310.79

23,241.99

Value of $100 Investment

100.00

121.39

81.21

116.47

149.83

180.33

Peer Group Value of $100 Investment

100.00

180.61

148.64

174.83

147.44

220.73

Notes:

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

2025 Compensation Peer Group

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

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

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

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

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

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

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

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

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

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

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

In choosing the 2025 Compensation Peer Group, as defined below, Zayla presented the Compensation Committee with a comparison of the performance of a broad pool of potential peers in relation to the Company according to commodity, primary industry, market capitalization and enterprise value using TTM and 60-day trailing averages, revenue, TSR performance over one and three years, as well as a discussion on recommended peers year-over-year. The Compensation Committee members reviewed the data as presented by Zayla and additionally reviewed the list of potential peers using their own expertise and criteria developed through their experiences in tracking mining industry trends and companies in other metals and uranium, vanadium and REE mining and processing. This resulted in the adoption of the following 2025 Compensation Peer Group comprised of the Company and 16 other companies, which represents an average market capitalization (TTM) of approximately $1.478 billion and an average market capitalization (60-day average) of $1.652 billion, with the companies therein having market capitalizations falling within a range of 22% to 378% of the Company's own market capitalization (TTM), and the Company's own market capitalization (TTM) ranking tenth out of 17 total companies, having been deemed by the Compensation Committee to be the most representative group of the Company's peers for use in making its determinations and recommendations to the Board for 2025 executive compensation.

2025 Proxy Peer Group Companies	Product	Cap- TTM ($m)⁽¹⁾⁽²⁾	Cap- 60-Day Average ($m)⁽²⁾	Enterprise Value- TTM ($m)⁽¹⁾⁽²⁾	Enterprise Value 60-Day Average ($m)⁽²⁾	Revenue ($m)	1-Year TSR⁽²⁾	3-Year TSR⁽²⁾
Range of Reasonableness	NA	$521 -	$622 -	$440 -	$546 -	$20 -	NA	NA
Range of Reasonableness	NA	$3,123	$3,729	$2,637	$3,276	$117	NA	NA
NexGen Energy Ltd.	Uranium	$3,939	$4,302	$3,830	$4,225	$-	32%	90%
Hudbay Minerals Inc.	Multiple	$2,872	$3,597	$3,997	$4,433	$2,038	84%	35%
Uranium Energy Corp.	Uranium	$2,679	$3,154	$2,592	$3,000	$17	27%	134%
Paladin Energy Ltd	Uranium	$2,371	$2,008	$2,343	$2,052	$-	(28)%	(21)%
Tronox	REE	$2,365	$2,019	$5,131	$4,798	$3,084	(6)%	(38)%
Iluka Resources Limited	REE	$1,874	$1,686	$1,738	$1,599	$815	(19)%	(35)%
Denison Mines Corp.	Uranium	$1,741	$1,909	$1,652	$1,820	$3	33%	61%
MAG Silver Corp.	Silver Zinc	$1,272	$1,652	$1,196	$1,552	$-	28%	-%
Foran Mining Corporation	Silver Zinc	$1,063	$1,303	$957	$1,149	$-	(5)%	41%
Energy Fuels Inc.	Uranium	$1,041	$1,243	$879	$1,092	$39	(6)%	(14)%
Centrus Energy Corp.	Uranium	$815	$1,326	$783	$1,289	$394	85%	69%
Endeavour Silver Corp.	Silver Zinc	$758	$1,158	$737	$1,168	$226	86%	(5)%
enCore Energy Corp.	Uranium	$732	$728	$721	$716	$45	(5)%	(5)%
Silvercorp Metals Inc.	Silver Zinc	$659	$939	$555	$833	$241	14%	(13)%
Ur-Energy Inc.	Uranium	$441	$456	$383	$373	$16	(17)%	(5)%
Standard Lithium Ltd.	REE	$271	$365	$253	$331	$-	(18)%	(83)%
Neo Performance Materials Inc.	REE	$228	$241	$174	$208	$470	7%	(60)%
Average of Peer Group Data⁽³⁾		$1,478	$1,652	$1,642	$1,802	$435	17.2%	8.9%
Median of Peer Group Data⁽³⁾		$1,063	$1,326	$957	$1,289	$39	7%	(5)%
EFI / Average of Peer Group⁽³⁾		0.70	0.75	0.54	0.61	0.09	(0.35)	(0.64)
EFI / Median of Peer Group⁽³⁾		0.98	0.95	0.92	0.95	1.00	(0.86)	0.36

Notes:

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

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

(3) Calculation includes the Company.

Compensation decisions for NEOs (as defined below) in January 2025, based on the 2025 Compensation Peer Group, included: the determination of base salaries for 2025 (reported in this Proxy Statement as compensation in 2025); the determination of cash bonus awards paid in 2026 under the Company's STIP for performance in 2025 (which will be reported in next year's Proxy Statement as compensation in 2026); the determination of RSU awards granted in 2026 under the Company's LTIP for performance in 2025 (which will be reported in next year's Proxy Statement as compensation in 2026); as well as any Performance-Based Options that were granted in 2026 based on the Company's standard practice of granting to RSU recipients Performance-Based Options having half the dollar value of their target RSU Award grant (which will be reported in next year's Proxy Statement as compensation in 2026) (see "Annual Performance-Based Stock Options at a 10% Premium," below).

2026 Compensation Peer Group

The Compensation Committee again engaged Zayla to help it reevaluate the Company's peer group to be used in determining base salaries for 2026 and cash bonus and equity award opportunities for 2026 (which, to the extent earned, are expected be paid out/granted in January 2027). The following primary criteria were used in the identification and selection of companies for inclusion in the 2026 Compensation Peer Group:

(1) potential peers were identified from publicly traded companies within the minerals and mining industry having a focus on uranium or REEs, with the 2025 Compensation Peer Group serving as a baseline;

(2) market capitalization, revenue, assets and enterprise value were used as the primary financial classifiers using the most recently available public data within a range of 0.5x to 3.0x that of Energy Fuels;

(4) other factors, including strategic events such as mergers and acquisitions or restructurings, recent financial performance, peers-of-peers, potential competition for talent or investor capital, proxy advisory firm policies, compensation irregularities and other governance and regulatory optics, considered and weighed relative to the Company's own priorities and practices.

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

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

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

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

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

In choosing the 2026 Compensation Peer Group, as defined below, Zayla presented the Compensation Committee with a comparison of the performance of a broad pool of potential peers in relation to the Company according to market capitalization as of October 20, 2025 and using TTM and a 60-day trailing average as of the same date, enterprise value using TTM and 60-day trailing averages, revenue, TSR performance over one and three years, a multiples analysis and the location where each is headquartered. The Compensation Committee members reviewed the data as presented by Zayla and additionally reviewed the list of potential peers using their own expertise and criteria developed through their experiences in tracking mining industry trends and companies in other metals and uranium, vanadium and REE mining and processing. This resulted in the adoption of the following 2026 Compensation Peer Group comprised of the Company and 18 other companies, which represents an average market capitalization (TTM) of approximately $2.070 billion and an average market capitalization (60-day average) of $3.380 billion, with the companies therein having market capitalizations falling within a range of 22% to 386% of the Company's own market capitalization (TTM), and the Company's own market capitalization (TTM) ranking 9^th out of 19 total companies, having been deemed by the Compensation Committee to be the most representative group of the Company's peers for use in making its determinations and recommendations to the Board for 2026 executive compensation.

2026 Proxy Peer Group Companies	Market Cap- TTM⁽²⁾ ($m)	Market Cap- 60-Day Average⁽³⁾ ($m)	Market Cap⁽⁴⁾	Enterprise Value TTM⁽²⁾ ($m)	Enterprise Value 60-Day Average⁽³⁾ ($m)	Revenue ($m)	1-Year TSR⁽²⁾	3-Year TSR⁽²⁾
Range of Reasonableness	$799 - $4,794	$1,768 - $10,605	$2,599 - $15,594	$723 - $4,335	$1,669 - $10,014	$33 - $195	NA	NA
MP Materials Corp.	$6,173	$12,753	$14,681	$6,293	$12,944	$242	346%	196%
Lynas Rare Earths Limited	$5,825	$10,744	$13,450	$5,718	$10,758	$365	-%	-%
NexGen Energy Ltd	$3,845	$4,831	$5,693	$3,832	$4,921	$-	5%	124%
Hudbay Minerals Inc.	$3,800	$5,598	$6,504	$4,562	$6,178	$2,202	74%	352%
Uranium Energy Corp.	$3,422	$5,899	$7,305	$3,308	$5,795	$67	79%	280%
Centrus Energy Corp.	$2,443	$5,174	$7,281	$2,270	$4,771	$437	306%	880%
Paladin Energy Ltd	$1,833	$2,272	$2,562	$1,834	$2,293	$178	(32)%	10%
Denison Mines Corp.	$1,729	$2,329	$2,635	$1,653	$2,261	$3	24%	147%
Energy Fuels Inc.	$1,598	$3,535	$5,198	$1,445	$3,338	$65	230%	236%
Iluka Resources Limited	$1,384	$1,878	$2,112	$1,470	$2,232	$733	19%	(12)%
Endeavour Silver Corp.	$1,322	$2,062	$2,705	$1,372	$2,185	$248	95%	194%
Foran Mining Corporation	$1,176	$1,321	$1,388	$1,075	$1,331	$-	(19)%	57%
Tronox Holdings plc	$1,125	$668	$582	$4,051	$3,752	$2,949	(73)%	(67)%
Ivanhoe Electric Inc.	$1,089	$1,485	$2,225	$1,098	$1,487	$4	67%	110%
Silvercorp Metals Inc.	$910	$1,265	$1,540	$794	$1,133	$308	41%	201%
enCore Energy Corp.	$499	$531	$609	$493	$533	$45	(26)%	27%
Ur-Energy Inc.	$412	$588	$598	$333	$550	$39	22%	40%
Standard Lithium Ltd.	$403	$719	$1,033	$372	$686	$-	127%	21%
Neo Performance Materials Inc.	$351	$566	$615	$347	$583	$482	163%	148%
Average of Peer Group Data⁽³⁾	$2,070	$3,380	$4,143	$2,227	$3,565	$440	76%	155%
Median of Peer Group Data⁽³⁾	$1,384	$2,062	$2,562	$1,470	$2,261	$178	41%	124%
EFI / Average of Peer Group⁽³⁾	0.77	1.05	1.25	0.65	0.94	0.15	3.02	1.52
EFI / Median of Peer Group⁽³⁾	1.15	1.71	2.03	0.98	1.48	0.37	5.61	1.90

Notes:

(1) 12-month trailing average as of October 20, 2025. Converted to U.S. Dollars ("USD") where needed per Capital IQ.

(2) 60-day trailing average as of October 20, 2025. Converted to USD where needed per Capital IQ.

(3) Trailing 12-months per latest quarterly filing available as of report effective date. Converted to USD where needed per Capital IQ.

(4) Current as of October 20, 2025. Converted to USD where needed per Capital IQ.

(5) Calculation includes the Company.

Compensation decisions for NEOs in January 2026, based on the 2026 Compensation Peer Group, included: the determination of base salaries for 2026 (which will be reported in next year's Proxy Statement as compensation in 2026); the determination of cash bonus award opportunities that may be paid in 2027 under the Company's STIP for performance in 2026 (which will be reported as compensation in 2027); the determination of RSU award opportunities that may be granted in 2027 under the Company's LTIP for performance in 2026 (which will be reported as compensation in 2027); as well as any Performance-Based Options that may be granted in 2027 based on the Company's standard practice of granting to RSU recipients Performance-Based Options having half the dollar value of their target RSU Award grant (which will be reported as compensation in 2027) (see "Annual Performance-Based Stock Options at a 10% Premium," below).

The following table sets forth the fees paid to consultants and advisors related to determining compensation for executive officers and Directors for each of the two most recently completed fiscal years.

Year	Executive Compensation-Related Fees⁽¹⁾	All Other Fees⁽²⁾
Fiscal Year Ended December 31, 2025	$65,000	Nil
Fiscal Year Ended December 31, 2024	$86,500	Nil

Notes:

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

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

These fees were paid to Zayla, commensurate with its services during the years in question, which was engaged on behalf of and took instructions from the Compensation Committee rather than management in connection with the foregoing services. There were no conflicts of interest between the Compensation Committee and Zayla identified during the fiscal years ended December 31, 2024 and 2025, respectively, or to date in 2026 where discussions related to compensation decisions were held.

Compensation Committee Interlocks and Insider Participation

No person who served as a member of the Compensation Committee during the fiscal year ended December 31, 2025 was a current or former officer or employee of the Company or engaged in certain transactions with the Company required to be disclosed by regulations of the SEC. Additionally, there were no Compensation Committee "interlocks" during the fiscal year ended December 31, 2025, nor at any time in 2024 or to date in 2026, which is a concept that refers to reciprocal or overlapping relationships among directors that could compromise the independence of executive compensation decisions, such as two individuals serving as CEO of their respective companies and serving as Compensation Committee members for one another's companies whereby they are helping to approve each other's executive compensation.

Compensation Discussion and Analysis

Objectives of the Compensation Program

The objectives of the Company's compensation programs are to attract and retain the best possible executives having the expertise required for the ura

SEC Form DEF 14A filed by Energy Fuels Inc