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

DEF 14A 1 formdef14a.htm FORM DEF 14A Energy Fuels Inc.: Form DEF 14A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(No. ___)

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Energy Fuels Inc.
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ENERGY FUELS INC.

MANAGEMENT INFORMATION CIRCULAR
April 2, 2021

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY MAY 26, 2021

LETTER FROM THE INDEPENDENT CHAIR

DEAR FELLOW SHAREHOLDERS,

On behalf of Energy Fuels' Board of Directors, I am pleased to invite you to the 2021 annual and special meeting of shareholders, to be held on May 26, 2021 by way of a live audio webcast with integrated slides and real-time balloting.

We at Energy Fuels believe the health and safety of our employees, directors and shareholders is of the utmost importance and, in light of the continued risks posed by the coronavirus ("COVID-19") pandemic, have decided to host an entirely virtual meeting of shareholders for the second year in a row. We were pleased with last year's virtual meeting, and we are confident that a virtual format will continue to enable a broader range of meaningful shareholder participation, by providing you with a level of convenience and accessibility only recently offered. Our Management Information Circular, which you will find starting on page 1, offers useful information regarding this year's items of business, as well as details on how to attend and participate in the virtual meeting, and how to cast your vote by form of proxy or virtually during the meeting.

WHO WE ARE

Energy Fuels has been the leading U.S. producer of both uranium and vanadium since 2017, and, from 2006 to date, Energy Fuels' assets have produced approximately 34% of all U.S. uranium produced during that period. In fact, Energy Fuels' current assets produced more than two times the total uranium produced by all other U.S uranium companies combined over that period, other than Cameco Corporation, which was the largest U.S. producer.

Energy Fuels has also made exceptional strides in entering the commercial rare earth element ("REE") business. Indeed, we are planning to commence the commercial production of a mixed REE carbonate as a byproduct of our uranium recovery process in 2021. We are also evaluating the potential to separate individual REE oxides from mixed REE carbonates at our White Mesa Mill in Utah (the "Mill"), and in future years we expect to evaluate the potential to produce REE metals and metal alloys at the Mill or elsewhere in the U.S. or Europe.

REEs are a group of 17 chemical elements used in clean energy, defense and other advanced technologies, including electric vehicles, wind energy, consumer electronics, advanced magnets, automotive components, lasers, communications technology, and numerous other applications. According to a 2017 report by the United States Geological Survey, China has controlled more than 90% of the global supply of REEs since the late-1990s and often threatens to restrict exports of critical REE materials to the U.S.

Removal and recovery of the uranium and other radionuclides from REE ores is the key aspect of Energy Fuels' value proposition, as many of the producers of the highest grade and highest value REE-bearing minerals are not able to handle uranium from a technical or regulatory standpoint, including such minerals produced in the U.S. The Mill has a 40-year history of responsibly handling, processing and recycling uranium-bearing materials. Therefore, we have the potential to solve one of the most significant issues in competing with China in the rare earth industry: properly and cost effectively handling uranium and other radionuclides. As a result, the Mill has the potential to provide a crucial link in a commercially viable U.S REE supply chain.

Beyond uranium and rare earths, Energy Fuels is also the largest conventional producer of vanadium in the U.S. We produce vanadium as market conditions warrant. We have significant high-grade vanadium resources in several of our uranium mines near the Colorado-Utah border, along with a separate high-purity vanadium production circuit at the Mill. Vanadium, which today is mainly used in the steel, aerospace, and chemical industries, also contributes to environmental sustainability, as this critical mineral is seeing considerable interest in next generation, grid-scale batteries that store energy generated from renewable sources. Moreover, our 1.8 million pounds of 2019 vanadium production came from tailings recycling at the Mill. We currently hold approximately 1.7 million pounds of vanadium product in inventory, which puts us in a good position to take advantage of increases in the price of vanadium, which we are observing now with prices up approximately 60% between December 31, 2020 and March 12, 2021.

While we are proud of our achievements within the domestic uranium, vanadium and rare earth industries, we are even prouder of our records of safety and environmental sustainability. Uranium is the fuel for carbon-free, emission-free baseload nuclear power - one of the cleanest forms of energy in the world. The very heart of our business - uranium production - helps address global climate change, reduces air pollution, and makes the world a healthier and cleaner place. Rare earth and vanadium products are also the raw materials used to make several clean energy technologies possible, including electric vehicles, grid-scale batteries and renewable energy technologies.

Uranium, vanadium and REEs are all considered "critical minerals" by the U.S. government, due to their importance to critical clean energy and technology industries in the U.S and to U.S defense needs. The production of these critical minerals at the Mill represents complementary businesses because they each rely on the Mill's unique licensed capability, and the expertise, to deal with the radioactive components of the minerals. Energy Fuels intends to further each of these complementary businesses as we work to advance our position as a "Critical Minerals Hub" for the U.S.

Over the years, Energy Fuels has consolidated some of the best critical mineral properties in the U.S. We have become a leader in U.S. uranium production thanks to thoughtful strategies designed to boost future production scalability, reduce production costs, increase resource holdings, and provide opportunities for cash-flow diversification. Our portfolio is truly unique, featuring more production capacity, licensed mines and processing facilities, and in-ground uranium resources than any other U.S. producer. We also boast diverse cash-flow generating opportunities, including vanadium production, uranium recycling, and REE processing, and assisting in government-led efforts to cleanup abandoned uranium mines on the Navajo Nation and other mines in the western region of the U.S.

We demonstrate our commitment to environmental protection, not only through extensive environmental monitoring and compliance, but also through our uranium and vanadium recycling programs. In addition to producing uranium from our mines, we recycle other companies' uranium-bearing materials (known as alternate feed materials) for the extraction of uranium that would otherwise be lost to disposal. In 2019, for the first time, we produced high-purity vanadium product by recycling existing tailings solutions at the Mill. We are a company that cares, and we believe it shows in everything we do.

We encourage you to read our comprehensive Sustainability Report, as well as our corporate policies on corporate governance and social and environmental responsibility. These documents, which are available on our corporate website (https://www.energyfuels.com/governance), provide detailed information on our expansive environmental and safety initiatives, and describe in detail the tangible ways we are helping to address some of the world's most pressing environmental problems.

As a Board, we strive to achieve the highest levels of accountability and sound corporate governance practices. This is the foundational pillar on which everything we do is built, and we believe it is essential for the long-term success of Energy Fuels and for maximizing shareholder value.

VISION

Energy Fuels' vision - what we stand for and what we are striving every day to accomplish - is to:

a) Advance our Position as a "Critical Minerals Hub" in the United States and around the World

i. Uranium

o Maintain our position as the leading U.S. producer of uranium as markets improve in the future, thereby maintaining our optionality to increase production in response to increases in the price of uranium;

o Grow our Company into a low-cost, mid-tier global uranium producer by expanding our existing production base through exploration and development, and by acquiring additional uranium assets in the U.S. or elsewhere around the world, thus improving the quality of our assets; and

o Consolidate and rationalize our existing uranium property portfolio as appropriate.

ii. Rare Earth Elements

Become the largest and lowest cost non-Chinese producer of REE carbonate; and
The success of the Company's REE initiatives permitting, produce REE oxides, REE metals and metal alloys ultimately supplying at least 50% of U.S. requirements.

iii. Vanadium

o Maintain our position as the leading U.S. primary producer of vanadium, as markets improve in the future, thereby preserving our optionality to increase production in response to increases in vanadium prices;

o Continue to improve our cost competitiveness by optimizing both processing and mining; and

o Grow the vanadium business in the future to the extent warranted by market conditions.

b) Become a Major Contributor to Abandoned Uranium Mine Clean-up Activities

Energy Fuels' goal is to become a major contributor in the clean-up of abandoned, Cold War era, government sponsored uranium mines on the Navajo Nation and elsewhere in the U.S.

c) Continue to Prioritize Sustainability and Environmental Stewardship

Energy Fuels will continue to pursue its sustainability objectives at all times by:

i. Playing a growing part in the global effort to combat climate change and improve air quality, through the responsible U.S. production of uranium, vanadium and REEs;

ii. Recycling materials for the recovery of valuable uranium, vanadium and rare earths, which would otherwise be lost to direct disposal, thereby reducing the need for mining and reducing carbon emissions;

iii. Expanding our contributions to the clean-up of legacy Cold War era uranium mines in the U.S.;

iv. Building and operating our facilities in compliance with, and meeting or exceeding, the standards in all applicable laws and regulations of the jurisdictions in which we operate;

v. adopting and adhering to standards that are protective of human health and the environment at all of our facilities;

vi. being sensitive to the environmental and social issues which may impact our stakeholders, including minority and Indigenous populations, local landholders and the communities in which we operate;

vii. encouraging the ongoing development of sound programs of sustainability in the communities in which we operate;

viii. keeping radiation health and safety hazards and environmental risks as low as reasonably achievable; and

ix. always striving for and being committed to the very best outcomes possible in every situation that presents.

We are proud to play a growing part in global efforts to combat global climate change, reduce air pollution, and promote environmental responsibility.

CORE VALUES

In every facet of our business, our core values are:

a) Environmental Stewardship

Safety, health and protection of the environment are of paramount importance to Energy Fuels. We are committed to the highest standards of corporate responsibility and environmental protection. We operate our facilities in a manner that puts the safety of our workers, contractors, communities, environment, and principals of sustainable development above all else. Whenever issues of safety conflict with other corporate objectives, safety shall be the first consideration.

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b) Governance

Energy Fuels is committed to the highest standards of corporate governance and practice with strict adherence to all applicable laws and regulations. We review our practices on a regular basis to ensure that our standards are up-to-date and in full compliance with the industry's evolving rules, regulations, and best practices, including:

• Majority Director Independence;

• Strong Board Composition and Increased Diversity;

• Ethical Business Conduct;

• Proper Trading Practices; and

• Financial, Mining and Environmental Sustainability Expertise.

c) U.S. National & Economic Security

The Mill is the only operating uranium mill in the U.S., the only primary production facility for vanadium in the U.S., and is soon to be the only domestic production facility for mixed REE carbonate and potentially other downstream, value-added REE products. Uranium, vanadium and REEs are considered to be critical minerals by the U.S. government at this time. Energy Fuels recognizes the importance of the Mill and its other ISR facilities and mines to U.S. national security objectives, and will, to the extent practicable, maintain and operate those facilities in a manner consistent with those objectives.

2020 SUCCESSES

We are proud to share with you some of our key successes in 2020:

At December 31, 2020, we had $40.2 million of working capital, including $22.4 million of cash and marketable securities and $27.6 million of inventory, including approximately 690,700 pounds of uranium and 1,672,000 pounds of high-purity vanadium in the form of immediately marketable product produced by the Company at its facilities;
On October 6, 2020, we announced we were debt free, following the full retirement of all of our Cdn$20,860,000 floating rate convertible unsecured subordinated debentures;
During 2020, uranium production totaled approximately 196,500 pounds of U₃O₈, and vanadium production totaled approximately 67,000 pounds of V₂O₅;
On April 13, 2020, we announced our entry into the REE business. By October 2020, we had produced, on a pilot-scale, an intermediate REE product (mixed REE carbonate) from natural REE- and uranium-bearing monazite sands at the Mill. Significant quantities of monazite are currently mined as a byproduct of heavy mineral sand operations that primarily recover zircon and titanium in the U.S. and elsewhere in the world. In December 2020, we announced that we were entering commercial production of mixed REE carbonate in 2021 following the completion of an agreement on December 14, 2020 to purchase a minimum of 2,500 tons of monazite per year for three years from a facility located in Georgia, U.S. owned by The Chemours Company ("Chemours"). This agreement also laid the groundwork for one of our most recent successes - our launch of a new U.S.-European REE production initiative with Neo Performance Materials ("Neo Performance"), as announced in March of this year. The initiative is expected to produce value-added REE products from natural monazite sands. We will process the monazite sands into a mixed REE carbonate at the Mill and sell this product as feed material for Neo Performance's value-added separated REE production plant in Europe;
We are continuing to evaluate developing our own REE separation and other value-added U.S. REE production capabilities at the Mill in the future;

No material uranium sales were completed during the year, and we are strategically maintaining our uranium inventory for future sales in anticipation of higher uranium prices, potentially as a result of the proposed creation of the strategic national U.S. Uranium Reserve (the "Uranium Reserve") or due to generally improved uranium market conditions;
We completed no material vanadium sales during the year. At this time, we expect to maintain our V₂O₅ inventory for sale in the future to capitalize on potential future price increases in vanadium markets. Vanadium prices are currently increasing, and as of March 12, 2021, the mid-point spot price of V₂O₅in Europe had increased roughly 60% since December 31, 2020;
On December 21, 2020, the U.S. Congress passed an omnibus appropriation bill that included $75 million to create the proposed Uranium Reserve. The President signed the bill into law on December 27, 2020. This funding opens the door for the U.S. government to purchase domestically produced uranium to guard against potential commercial and national security risks presented by the United States' near total reliance on imported uranium;
On September 14, 2020, the U.S. Department of Commerce ("DOC") obtained Russia's agreement to extend limits on uranium imports into the U.S. through 2040 under an extended Russian Suspension Agreement ("RSA"). The DOC won important concessions from Russia, including lower quotas, allowing only a portion of the quotas to be used for the sale of U₃O₈ and conversion, and strict controls on returned feed under Russian enrichment service contracts;
Our management team was streamlined in order to reduce costs, flatten the organizational structure, and focus on the ongoing growth of a new generation of U.S. uranium and REE professionals; and
On December 21, 2020, we published our first Sustainability Report describing our ongoing commitment to the environment, worker health, public safety and social responsibility. The report highlights our increasing role in combatting climate change through producing and recycling carbon-free energy resources. The Sustainability Report is publicly available on our website, found here.

It is in light of these continued efforts and successes that we urge you to take the time to participate in this year's Proxy vote, where your input as a shareholder is greatly valued. The Board of Directors and I thank you for your continued support.

Sincerely,

/s/ J. Birks Bovaird

J. Birks Bovaird, Chair

ENERGY FUELS INC.
NOTICE OF ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON
WEDNESDAY, MAY 26, 2021

TO THE HOLDERS OF COMMON SHARES:

Notice is hereby given that an annual and special 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://web.lumiagm.com/255057223 using the password "ef2021" (case sensitive) on Wednesday, May 26, 2021 at 10:00 a.m. (Denver time) for the following purposes:

1. to elect 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 consider and, if deemed advisable, pass an ordinary resolution amending and extending the Company's Omnibus Equity Incentive Compensation Plan for a further three-year term;

4. to consider and, if deemed advisable, pass an ordinary resolution ratifying and approving the Company's Shareholder Rights Plan for a three-year term; and

5. to consider and, if deemed advisable, pass an ordinary resolution ratifying and approving an amendment to the Company's by-laws

The health and safety of the Company's employees, directors and shareholders are of the utmost importance and, in light of the continued risks posed by the COVID-19 pandemic, the Company will be hosting an entirely virtual annual and special meeting of shareholders in 2021.

The Meeting will be conducted as a virtual meeting of shareholders by way of a live audio webcast through the Lumi/AST Virtual AGM platform (the "Virtual Platform"). You can attend the Meeting online at https://web.lumiagm.com/255057223 by clicking "I have a control number" and then entering your unique 13-digit control number located on your Notice of Internet Availability of Proxy Materials (the "Notice") and the password "ef2021" (case-sensitive). You will have the ability to submit questions during the Meeting via the Meeting website. Guests in attendance at the virtual 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 virtual Meeting rather than through the use of the provided form of proxy and below instructions, or should you desire to vote at the virtual Meeting after completing and submitting the form of proxy, 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 virtual Meeting has closed. See "Instructions for the Virtual Meeting" on page 6 of the accompanying Management Information Circular (the "Circular") for detailed instructions on how to vote at the virtual Meeting.

The Circular provides additional information relating to the matters to be dealt with at the Meeting, including detailed instructions for the virtual 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 "1934 Act" or "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 ("NI 51-102"), because the Company (a) is subject to, and complies with, Rule 14a-16 under the 1934 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 Circular 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, Circular, and Form of Electronic Proxy Card; and (ii) the Company's Annual Report on Form 10-K, at no charge, with the Notice specifying that security holders should make their requests by no later than May 14, 2021 in order to facilitate timely delivery. Except where specific requests are made in accordance with the provided instructions, 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 Circular carefully and in full prior to voting, as the Circular has been prepared to help you make an informed decision on the matters to be acted upon. The Circular is available on the website of the Company's transfer agent, American Stock Transfer & Trust Company, LLC at http://www.astproxyportal.com/ast/23865/, and under the Company's SEDAR profile at www.sedar.com and on EDGAR at www.sec.gov. Any shareholder who wishes to receive a paper copy of the proxy materials or Annual Report on Form 10-K should contact American Stock Transfer & Trust Company, LLC at 888-Proxy-NA (888-776-9962) or 718-921-8562 (for international callers outside of the United States) or by e-mail to info@astfinancial.com or online at https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials. 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 virtual Meeting may vote by proxy. Instructions on how to complete and return the proxy are provided with the form of proxy and are described in the Circular. To be valid, proxies must be received by American Stock Transfer & Trust Company, LLC 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 1-718-921-8500 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 AST at www.astfinancial.com, in each case by no later than 11:59 p.m. (Eastern Daylight Time, or "EDT") on May 25, 2021, 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. (Mountain Daylight Time, or "MDT") on May 26, 2021. The Meeting will begin promptly at 10:00 a.m. (MDT) on May 26, 2021. If you encounter any difficulties with the Virtual Platform on the day of the Meeting, please go to https://go.lumiglobal.com/faq for frequently asked questions and click on the support button for assistance or please call AST at 1-866-751-6315 (within North America) or 1-212-235-5754 (outside of North America). Support will be available starting at 7 am (MDT) on May 26, 2021 and will remain available until the Meeting has finished.

Dated in Lakewood, Colorado, USA this 2^nd day of April 2021.

BY ORDER OF THE BOARD

/s/ Mark S. Chalmers
President and Chief Executive Officer

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MANAGEMENT INFORMATION CIRCULAR OF ENERGY FUELS INC.
(the "Circular")

TABLE OF CONTENTS

APPOINTMENT AND REVOCATION OF PROXIES	3

VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES	4

VOTING BY NON-REGISTERED SHAREHOLDERS	4

BROKER NON-VOTES	5

DISTRIBUTION OF MEETING MATERIALS TO NON-OBJECTING BENEFICIAL OWNERS	5

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES	5

INSTRUCTIONS FOR THE VIRTUAL MEETING	6

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING	7

Proposal 1 - Election of Directors	7

Proposal 2 - Appointment of Auditors	12

Proposal 3 - Amendment and Extension of Omnibus Equity Incentive Compensation Plan for a Further Three-Year Term	13

Proposal 4 - Ratification and Approval of Shareholder Rights Plan	27

Proposal 5 - Ratification and Approval of Amendment to By-Laws	32

EXECUTIVE OFFICERS	34

EXECUTIVE COMPENSATION	35

Compensation Governance	35

Compensation Committee Interlocks and Insider Participation	40

Compensation Discussion and Analysis	41

Summary Compensation Table	57

CEO Pay Ratio	58

Incentive Plan Awards	59

Incentive Plan Awards - Value Vested or Earned	60

Pension Plan Benefits and Deferred Compensation Plans	60

Employment Agreements and Termination and Change of Control Benefits	60

COMPENSATION COMMITTEE REPORT	67

DIRECTOR COMPENSATION	67

Incentive Plan Awards	68

Securities Authorized for Issuance under Equity Compensation Plans	69

2018 Amended and Restated Omnibus Equity Incentive Compensation Plan	70

Uranerz Replacement Options	73

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	73

INTEREST OF MANAGEMENT & OTHERS IN MATERIAL TRANSACTIONS	74

AUDIT COMMITTEE DISCLOSURE	75

CORPORATE GOVERNANCE DISCLOSURE	78

Board Mandate	78

Position Descriptions	79

Succession Plan	80

Orientation and Continuing Education	80

Ethical Business Conduct	81

Restriction on Hedging and Certain Transactions in Publicly Traded Options	81

Governance and Nominating Committee	82

Compensation Committee	84

Environment, Health and Safety Committee	85

Assessments	86

SHAREHOLDER PROPOSALS	86

PRINCIPAL EXECUTIVE OFFICE	86

OTHER MATTERS	86

APPENDIX "A" - 2021 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

APPENDIX "B" - SHAREHOLDER RIGHTS PLAN AGREEMENT

APPENDIX "C" - BY-LAW NO. 3

MANAGEMENT INFORMATION CIRCULAR

The information contained in this management information circular ("Circular") is furnished in connection with the solicitation of proxies to be used at the annual and special meeting of shareholders of Energy Fuels Inc. (the "Company") to be held by way of a live audio webcast through the Lumi/AST Virtual AGM platform (the "Virtual Platform") at https://web.lumiagm.com/255057223, password "ef2021" (case-sensitive), on Wednesday, May 26, 2021 at 10:00 a.m. (MDT) (the "Meeting"), and at all adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting.

The health and safety of the Company's employees, directors and shareholders are of the utmost importance and, in light of the continued risks posed by the coronavirus ("COVID-19") pandemic, the Company will be hosting an entirely virtual annual and special meeting of shareholders in 2021.

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://web.lumiagm.com/255057223 by clicking "I have a control number" and entering your unique 13-digit control number located on your Notice of Internet Availability of Proxy Materials (the "Notice"), followed by the password "ef2021" (case-sensitive). You will have the ability to submit questions during the Meeting via the Virtual Platform. See "Instructions for the Virtual Meeting," below. It is expected that the solicitation will be made primarily by mail on or about April 9, 2021, but proxies may also be solicited personally by directors, officers or regular employees of the Company. The solicitation of proxies by this Circular is being made by or on behalf of management of the Company. The total cost of the solicitation will be borne by the Company.

Except as otherwise indicated, information in this Circular is given as of March 31, 2021.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the form of proxy accompanying this Circular are officers and/or directors of the Company ("Management Nominees"). A shareholder of the Company has the right to appoint a person other than the persons specified in such form of proxy 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.

Shareholders who wish to appoint a person other than the Management Nominees identified in the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend the virtual Meeting) must carefully follow the instructions in this Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, American Stock Transfer & Trust Company, LLC ("AST"), after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with AST will result in the proxyholder not receiving a control number to participate in the virtual Meeting and only being able to attend as a guest. Guests will be able to listen and submit written questions to the virtual 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 form of proxy, 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 AST by mail to 6201 15^th Ave., Brooklyn, New York 11219 or by fax to 1-866-781-3111 (toll-free) or 416-368-2502 or by email to proxyvote@astfinancial.com, or by telephone to 1-888-489-5760, or by internet voting through www.voteproxy.com, up to 12:00 p.m. (noon) (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 form of proxy 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 form of proxy 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 Circular, 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 Circular 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 Circular will receive by mail the Notice of Internet Availability of Proxy, this Circular 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 form of proxy 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 form of proxy, this form of proxy 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 form of proxy 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 form of proxy wish to vote at the virtual Meeting if a ballot is called, the non-registered owner should strike out the persons named in the form of proxy 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 form of proxy 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 the proposal for the appointment of KPMG LLP as our auditors for the fiscal year ended December 31, 2021, all of the other 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 Circular 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. On November 5, 2013, the Company consolidated the then outstanding common shares on the basis of one post-consolidation share for every fifty pre-consolidation shares (the “Consolidation”). All share information in this Circular for periods prior to the Consolidation have been adjusted to give effect to the Consolidation. No fractional common shares were issued pursuant to the Consolidation. As of March 31, 2021, the Company had issued and outstanding 140,816,496 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 March 31, 2021 (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 his or her name as it appears on the list on all matters which come before the Meeting.

To the knowledge of the directors and Senior Executive Officers (as defined herein) of the Company, as of March 31, 2021, 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 VIRTUAL MEETING

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

Shareholders who wish to appoint a person other than the Management Nominees identified in the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend the virtual Meeting) must carefully follow the instructions in this Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, AST, after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with AST will result in the proxyholder not receiving a control number to participate in the virtual Meeting and only being able to attend as a guest. Guests will be able to listen to and submit written questions in the virtual Meeting but will not be able to vote.

How to Vote:

You have two ways to vote your shares:

o by submitting your form of proxy or other voting instruction form as per instructions indicated; or

o 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 Virtual Meeting:

o Step 1: Log into the Virtual Platform online at https://web.lumiagm.com/255057223

o Step 2: Follow these instructions:

Registered shareholders: Click "I have a control number" and then enter your unique 13-digit control number and password "ef2021" (case-sensitive). The 13-digit number located on the Notice of Internet Availability of Proxy Materials received from AST 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 13-digit control number and the password "ef2021" (case sensitive). Proxyholders who have been duly appointed and registered with AST as described in this Circular will receive a control number by email from AST after the proxy voting deadline has passed.

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/Appointees Obtaining a Control Number to Vote During the Meeting:

You must complete the additional step of registering the proxyholder by calling AST at 1-866-751-6315 (within North America) or 1-212-235-5754 (outside of North America) by no later than 12:00 pm (noon) (EDT) on May 24, 2021. Failing to register your proxyholder online will result in the proxyholder not receiving a control number, which is required to vote at the Meeting.

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://web.lumiagm.com/255057223, 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 with the Virtual Platform on the day of the Meeting, please go to https://go.lumiglobal.com/faq for frequently asked questions and click on the support button for assistance or please call AST at 1-866-751-6315 (within North America) or 1-212-235-5754 (outside of North America). Support will be available starting at 7:00 am (MDT) on May 26, 2021 and will remain available until the Meeting has finished.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Proposal 1 - Election of Directors

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 eight directors, and management is proposing that eight directors be elected at the Meeting.

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

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 his or her election is expected to tender his or her 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 Company's Board of Directors since the Company's last Proxy Statement on Schedule 14A for the year ended December 31, 2019.

The following table provides the names of and information for the nominees for election as directors of the Company (the "Nominees"). The persons named in the enclosed form of proxy 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 director in the table set forth below is: care of Energy Fuels Inc., 225 Union Blvd., Suite 600, Lakewood, Colorado, USA 80228.

Name and Municipality of Residence	Office Held	Director Since⁽¹⁾	Principal Occupation, if different than Office Held	Age
J. Birks Bovaird⁽²⁾ Toronto, Ontario, Canada	Chair and Director	2006	Consultant, providing advisory services to natural resource companies	73
Mark S. Chalmers⁽⁴⁾ Arvada, Colorado, USA	President, Chief Executive Officer and Director	2018	Same	63
Benjamin Eshleman III⁽³⁾⁽⁵⁾ Corpus Christi, Texas, USA	Director	2017	Self-employed businessman; President and Chief Executive Officer of Mesteña, LLC	65
Barbara A. Filas⁽³⁾⁽⁴⁾ Grand Junction, Colorado, USA	Director	2018	Professor of Practice, Mining Engineering Department, Colorado School of Mines; Director, Austin Gold Corp.	65
Bruce D. Hansen⁽²⁾⁽⁵⁾ Golden, Colorado, USA	Director	2007	Retired Former Mining Executive; Director, ASA Gold and Precious Metals Ltd.	63
Dennis L. Higgs⁽⁴⁾ Vancouver, British Columbia, Canada	Director	2015	Self-employed businessman; Chair and Director, Nevada Exploration Inc.	63
Robert W. Kirkwood⁽³⁾⁽⁵⁾ Casper, Wyoming, USA	Director	2017	Co-owner and Managing Member, Kirkwood Oil & Gas, LLC	62
Alexander G. Morrison⁽²⁾ Castle Pines, Colorado, USA	Director	2019	Director, Dakota Territory Resource Corporation; Director, Gold Resource Corporation; Director, Gold Standard Ventures	57

Notes:

(1) Directors are elected annually and hold office until a successor is elected at a subsequent annual meeting of the Company unless a director's office is earlier vacated in accordance with the by-laws of the Company or the provisions of the Business Corporations Act (Ontario).

(2) Member of the Audit Committee.

(3) Member of the Governance and Nominating Committee.

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

(5) 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.

J. Birks Bovaird

For a majority of his career, Mr. Bovaird's focus has been the provision and implementation of corporate financial consulting and strategic planning services. He was previously the Vice President of Corporate Finance for one of Canada's major accounting firms. He is Chair of GTA Financecorp Inc., a reporting issuer in good standing, currently not listed, as well as a member of the audit and compensation committees. He is an independent director of Noble Mineral Exploration Inc. where he is a member of the audit committee and chair of the compensation committee. Additionally, he acts as Chair of the Board of Buccaneer Gold Corp. Mr. Bovaird has previously been involved with numerous public resource companies, both as a member of management and as a director. He is a graduate of the Canadian Director Education Program and holds an ICD.D designation.

Mark S. Chalmers

Mr. Chalmers is currently the President and Chief Executive Officer of the Company, a position he has held since February 1, 2018. From July 1, 2017 to January 31, 2018, Mr. Chalmers was President and Chief Operating Officer of the Company and, from July 1, 2016 to July 1, 2017 was Chief Operating Officer of the Company. From 2011 to 2015, Mr. Chalmers served as Executive General Manager of Production for Paladin Energy Ltd., a uranium producer with assets in Australia and Africa, including the Langer Heinrich and Kayelekera mines where, as head of operations, he oversaw sustained, significant increases in production while reducing operating costs. He also possesses extensive experience in in situ recovery ("ISR") uranium production, including management of the Beverley Uranium Mine owned by General Atomics (Australia), and the Highland mine owned by Cameco Corporation (USA). Mr. Chalmers has also consulted to several of the largest players in the uranium supply sector, including BHP Billiton, Rio Tinto, and Marubeni, and until recently served as the Chair of the Australian Uranium Council, a position he held for 10 years. Mr. Chalmers is a registered professional engineer and holds a Bachelor of Science in Mining Engineering from the University of Arizona.

Benjamin Eshleman III

Mr. Eshleman is currently the President and Chief Executive Officer of Mesteña, LLC, a privately held energy company headquartered in Corpus Christi, Texas. As President and Chief Executive Officer, he is 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 sits on the board of the Texas and Southwestern Cattle Raisers Association, a well-known business association advocating landowner rights. Mr. Eshleman is a 1979 graduate of Menlo College, with a Bachelor of Science in Business Administration.

Barbara A. Filas

Ms. Filas currently serves as the Nominations Chair and Chair of the Board of Governors for the National Mining Hall of Fame and Museum in Leadville, Colorado, as a director and audit committee member of Austin Gold Corp. (a private company), and is a part-time Professor of Practice at the Colorado School of Mines in Golden, Colorado. From 2003 to 2009, Ms. Filas served as the President and Chief Executive of Knight Piésold and Co., a leading global mining and environmental consulting firm, where she held various roles of increasing responsibility from 1989 to 2009. From 2011 to 2013, Ms. Filas served as the President of Geovic Mining Corp., a publicly-traded mining company with an advanced cobalt, nickel and manganese exploration project in Cameroon, among other exploration ventures. From 2015 to 2016, she was a director of Moroccan Minerals Ltd., a private company that explored for copper, gold, and silver prospects in Morocco and Serbia. Ms. Filas' operational background includes 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. In addition, Ms. Filas was the first female President of the Society for Mining, Metallurgy and Exploration ("SME"), the world's largest technical mining organization. She is internationally recognized as a thought-leader on a variety of topics including mining, waste management, environmental and social responsibility, leadership, and sustainability, and she has experience in both developed and developing countries on six continents. Ms. Filas is a graduate of the University of Arizona, and a Licensed Professional Mining Engineer in Colorado and Nevada.

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 also a director and serves as the chair of the Audit, Nominating and Ethics Committee of ASA Gold and Precious Metals Ltd. Mr. Hansen holds a Master of Business Administration from the University of New Mexico and a Bachelor of Science Degree in Mining Engineering from the Colorado School of Mines. Mr. Hansen's vast financial expertise attained through his years of work in such management and executive positions, and most significantly through his roles as Chief Financial Officer of Newmont Mining Corporation and General Moly Inc., qualifies him as a financial expert on the Company's Audit Committee.

Dennis L. Higgs

Mr. Higgs has been involved in the financial and venture capital markets in Canada, the United States, and Europe for over thirty 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 take-over bids. Most recently, Mr. Higgs was one of the founding directors 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. Mr. Higgs holds a Bachelor of Commerce degree from the University of British Columbia.

Robert W. Kirkwood

Mr. Kirkwood is a principal of the Kirkwood Companies, including Kirkwood Oil and Gas LLC, Wesco Operating, Inc., and United Nuclear LLC. Mr. Kirkwood has been with the Kirkwood Companies for over 35 years and has been involved in all aspects of oil and gas exploration and operations. From 2000 to date, the Kirkwood Companies have grown from less than 500 barrels of oil per day and 7 employees to over 3,000 barrels of oil per day and 60 employees with field offices in Ft. Washakie, Wyoming; Baggs, Wyoming; Moab, Utah; and Ely, Nevada. The Kirkwood Companies have identified, evaluated, negotiated and closed over $110,000,000 of production acquisitions in the Rocky Mountain States. Mr. Kirkwood is a 1982 graduate of the University of Wyoming, with a Bachelor of Science in Petroleum Engineering.

Alexander G. Morrison

Mr. Morrison is a mining executive and Certified Public Accountant with over 25 years of experience in the mining industry. Mr. Morrison currently serves as chairman and a member of the Audit (Chair), Compensation and Nominating and Governance Committees of Gold Resource Corporation; as a director and member of the Compensation (Chair) and Audit Committees of Gold Standard Ventures; and as a director of Dakota Territory Resource Corporation. In addition, he has held senior executive positions at a number of mining companies, most recently serving as Vice President and Chief Financial Officer of Franco-Nevada Corporation. Prior to that, Mr. Morrison held increasingly senior positions at Newmont Mining Corporation, including Vice President, Operations Services and Vice President, Information Technology; was Vice President and Chief Financial Officer of Novagold Resources Inc.; Vice President and Controller of Homestake Mining Company; and held senior financial positions at Phelps Dodge Corporation and Stillwater Mining Company. Mr. Morrison began his career with Pricewaterhouse Coopers LLP after obtaining his Bachelor of Arts in Business Administration from Trinity Western University. Mr. Morrison is a Certified Public Accountant in Illinois and a Certified Public Accountant (CA) in British Columbia. Mr. Morrison's qualifications as a Certified Public Accountant, together with his vast financial expertise attained through his years of work in public accounting and through such management and executive positions, qualifies him as a financial expert on the Company's Audit Committee.

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 is able to devote the time and attention to his or her duties on the Board and any Board committees on which he or she 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 experiences relating to industry-specific and corporate governance matters. None of the Company's Directors 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 with its creditors representing more than two-thirds of its outstanding debt and other parties in interest, and additionally received commitments for $1.4 million in debtor-in-possession financing to enable the continuation of operations during the reorganization process. General Moly Inc. received a letter from the Toronto Stock Exchange ("TSX") on November 17, 2020 indicating that the trading of its common stock had been suspended, pending review, and the company was delisted as of market close on December 29, 2020. Effective upon the Chapter 11 filing, Mr. Hansen resigned as Chief Executive Officer, Chief Financial Officer and as a director of General Moly Inc.

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 activity;

(e) been found by a court of competent jurisdiction in a civil action or by the United States Securities and Exchange Commission (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 United States Securities Exchange Act of 1934, as amended (the "Exchange Act") (15 U.S.C.78c(a)(26))), 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, 2020 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.

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 form of proxy accompanying this Circular 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 form of proxy 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 - Amendment and Extension of Omnibus Equity Incentive Compensation Plan for a Further Three-Year Term

At the Meeting, shareholders will be asked to consider and, if deemed advisable, pass an ordinary resolution approving all unallocated options, rights, or other entitlements under the Equity Incentive Plan (defined below) and ratifying and approving the Equity Incentive Plan for a further three-year term.

A copy of the Equity Incentive Plan is attached as Appendix "A" to this Circular.

Background

The Company originally adopted its 2015 Omnibus Equity Incentive Compensation Plan (the "2015 Equity Incentive Plan") on January 28, 2015, which was ratified by the Company's shareholders on June 16, 2015. Under the 2015 Equity Incentive Plan, the Board may in its discretion grant, from time to time, stock options, restricted stock units, stock appreciation rights and other forms of equity to employees, directors, officers and consultants of the Company and its affiliates. At a meeting of the Board of Directors held on March 29, 2018, the Board approved, and the Company's shareholders thereafter ratified on May 30, 2018, the adoption of an amended 2015 Equity Incentive Plan, restated as the 2018 Omnibus Equity Incentive Compensation Plan dated March 29, 2018 (the "2018 Equity Incentive Plan"). Most recently, at a meeting of the Board held on March 18, 2021, the Board approved, subject to ratification by shareholders, the adoption of an amended 2018 Equity Incentive Plan, restated as the 2021 Omnibus Equity Incentive Compensation Plan dated March 18, 2021 (the "Equity Incentive Plan").

Capitalized terms used in this "Proposal 3 - Amendment and Extension of the Omnibus Equity Incentive Compensation Plan for a Further Three-Year Term" section but not otherwise defined in this Circular shall have the meanings ascribed to such terms in the Equity Incentive Plan.

In order to ensure that the Equity Incentive Plan conforms to evolving industry practice and shareholder expectations, the following amendments were made to the 2018 Equity Incentive Plan and are incorporated into the Equity Incentive Plan:

(i) Section 4.2 was amended to add a new requirement that any changes to the Option Price or Grant Price applicable to outstanding Awards, which are deemed appropriate or necessary by the Committee (as defined below) in the event of a Corporate Reorganization, but which constitute more than a mere adjustment or substitution for equivalent value, shall require the prior approval of the Company's shareholders. Previously, Section 4.2 did not require shareholder approval for any such changes, provided they were deemed appropriate or necessary by the Committee in the event of a Corporate Reorganization;

(ii) A new Section 5.3 was added which requires that annual or regularly scheduled grants of Awards to Participants that are Employees or Directors shall generally have a minimum vesting period of at least one year, with certain exceptions applicable to Employees or Directors who commence employment or are appointed between annual or regularly scheduled grants, and to special or extraordinary awards to Participants, as described in more detail in the summary of the Equity Incentive Plan set out below;

(iii) Section 8.7 was amended to clarify that Restricted Stock Units held by a Participant having surpassed the Period of Restriction may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in a manner determined by the Committee in its sole discretion, provided that notwithstanding the foregoing, the payment of dividends or Dividend Equivalents is strictly prohibited with respect to Restricted Stock Units still subject to a Period of Restriction;

(iv) Section 10.5 was amended to provide a new requirement that the payment of dividends or Dividend Equivalents to a Participant is prohibited in respect to any Performance Shares for which the requisite performance criteria have not been achieved;

(v) Section 15.1 was amended to clarify that any acceleration of vesting or performance requirements, or certain other actions, on a Change of Control do not apply if the Committee determines in good faith prior to the occurrence of the Change of Control that such Award shall be honored or assumed, or new rights substituted therefor by the successor to the Company;

(vi) Section 16.1(a)(i) was amended to provide that amendments to the Plan that make any acceleration of or other amendments to the general vesting provisions of any Award previously granted to a Participant in cases other than those involving death, disability or retirement, shall require the prior approval of the Company's shareholders. Previously, the 2018 Equity Plan allowed the Committee in its discretion to make such changes without the need for shareholder approval;

(vii) Section 16.1(c)(i) was amended to provide that a reduction in the Option Price of a previously granted Option or the Grant Price of a previously granted Stock Appreciation Right benefitting any Participant, except for certain adjustments to the Option Price or Grant Price applicable to outstanding Awards pursuant to a corporate reorganization that does not constitute more than an adjustment or substitution for equivalent value, requires the prior approval of the Company's shareholders. Previously shareholder approval was only required for reductions in the Option Price or Grant Price of previously granted Awards benefitting insiders of the Company. Shareholder approval is now required for reductions in the Option Price or grant Price of previously granted Awards benefitting any Participants, regardless of whether or not they are insiders of the Company; and

(viii) Certain other ancillary, clarifying and administrative amendments were made to the 2018 Equity Incentive Plan.

Summary of Equity Incentive Plan

The following is a summary of the principal terms of the Equity Incentive Plan, which is qualified in its entirety by reference to the text of the Equity Incentive Plan, a copy of which is attached as Appendix "A" to this Circular.

Employees, directors and consultants of the Company and its affiliates are eligible to participate in the Equity Incentive Plan (the “Eligible Participants” and, following the grant of an award (an “Award”) pursuant to the Equity Incentive Plan, the “Participants”). The Board or a committee authorized by the Board (the “Committee”) will be responsible for administering the Equity Incentive Plan. As of March 31, 2021, approximately 42 employees, eight directors, and seven consultants qualify as Eligible Participants, for a total of 57 Eligible Participants.

The Equity Incentive Plan will permit the Committee to grant Awards for non-qualified stock options ("NQSOs"), incentive stock options ("ISOs" and together with NQSOs, "Options"), stock appreciation rights ("Stock Appreciation Rights" or "SARs") restricted stock ("Restricted Stock"), deferred share units ("DSUs"), restricted stock units ("Restricted Stock Units" or "RSUs"), performance shares ("Performance Shares"), performance units ("Performance Units") and stock-based awards ("SBAs") to Eligible Participants.

Common Shares Issuable Pursuant to the Equity Incentive Plan

The number of Common Shares reserved for issuance under the Equity Incentive Plan shall not exceed 10% of the then issued and outstanding Common Shares from time to time. Subject to applicable law, the requirements of the TSX or the NYSE American (the "NYSE American") and any shareholder or other approval which may be required, the Board may in its discretion amend the Plan to increase such limit without notice to any Participants.

The number of Common Shares reserved for issuance to insiders of the Company pursuant to the Equity Incentive Plan together with all other share compensation arrangements shall not exceed 10% of the outstanding Common Shares. Within any one-year period, the number of Common Shares issued to insiders pursuant to the Equity Incentive Plan and all other share compensation arrangements of the Company will not exceed an aggregate of 10% of the outstanding Common Shares.

Ongoing Shareholder Approval of the Equity Incentive Plan

Pursuant to the rules of the TSX, since the Equity Incentive Plan provides for a maximum number of Common Shares issuable thereunder based on a percentage of the outstanding Common Shares from time to time, the Equity Incentive Plan must be renewed by approval of the shareholders of EFI every three years.

Vesting Requirements

Vesting requirements for each Award shall be determined at the discretion of the Committee, provided that:

(a) Annual or regularly scheduled grants of Awards to Participants that are Employees or Directors shall generally have a minimum vesting period of at least one year;

(b) Initial grants of Awards to Employees or Directors who commence employment or appointment to the Board between annual or regularly scheduled grants of Awards may, at the discretion of the Committee, have a vesting period of less than one year in order to tie to the vesting schedule applicable to the most recent annual or regularly scheduled grants of Awards to other Employees and Directors; and

(c) Any special or extraordinary Awards to Participants shall have vesting schedules as determined by the Committee to be appropriate for the special or extraordinary circumstances of the Awards.

Types of Awards

Options. The Committee may grant Options to any Eligible Participant at any time, in such number and on such terms as will be determined by the Committee in its discretion. ISOs may be granted only to employees of the Company or a parent subsidiary corporation of the Company within the meaning of Section 424 of the Code. The exercise price for any Option granted pursuant to the Equity Incentive Plan will be determined by the Committee and specified in the Award Agreement, provided however, that the price will not be less than the fair market value (the "FMV") of the Common Shares on the day of grant (which cannot be less than the greater of (a) the volume weighted average trading price of the Common Shares on the TSX or the NYSE for the five trading days immediately prior to the grant date; or (b) the closing price of the Common Shares on the TSX or the NYSE on the trading day immediately prior to the grant date), provided further, that the exercise price for an ISO granted to a holder of 10% or more of the Common Shares (a "Significant Stockholder") shall not be less than 110% of the FMV.

Options will vest and become exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee in each instance approves, subject to the vesting requirements described above.

Options will expire at such time as the Committee determines at the time of grant; provided, however that no Option will be exercisable later than the tenth anniversary date of its grant and, provided further, that no ISO granted to a Significant Stockholder shall be exercisable after the expiration of five years from the date of grant, except where the expiry date of any NQSO would occur in a blackout period or within five days of the end of a blackout period, in which case the expiry date will be automatically extended to the tenth business day following the last day of a blackout period.

Stock Appreciation Rights. A Stock Appreciation Right or an SAR entitles the holder to receive the difference between the FMV of an EFI Common Share on the date of exercise and the grant price. The Committee may grant SARs to any Eligible Participant at any time and on such terms as will be determined by the Committee and may grant SARs in tandem with Options or as standalone SARs. The grant price of an SAR will be determined by the Committee and specified in the Award Agreement. The price will not be less than the FMV of the Common Shares on the day of grant. The grant price of an SAR granted in tandem with an Option will be equal to the price of the related Option. SARs will vest and become exercisable upon whatever terms and conditions the Committee, in its discretion, imposes, subject to the vesting requirements described above. Additionally, tandem SARs will only be exercisable upon the surrender of the right to receive Common Shares under the related Options. SARs will expire at such time as the Committee determines and, except as determined otherwise by the Committee and specified in the Award Agreement, no SAR will be exercisable later than the tenth anniversary date of its grant.

Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount representing the difference between the FMV of the underlying Common Shares on the date of exercise and the grant price. At the discretion of the Committee, the payment may be in cash, Common Shares or some combination thereof.

Restricted Stock and Restricted Stock Units. Restricted Stock are awards of common shares that are subject to forfeiture based on the passage of time, the achievement of performance criteria, and/or upon the occurrence of other events, over a period of time, as determined by the Committee. Restricted Stock Units are similar to Restricted Stock but provide a right to receive common shares or cash or a combination of the two upon settlement. The Committee may grant Restricted Stock and/or RSUs to any Eligible Participant at any time and on such terms as the Committee determines. The specific terms, including the number of Restricted Stock or RSUs awarded, the restriction period, the settlement date and any other restrictions or conditions that the Committee determines to impose on any Restricted Stock or RSU shall be set out in an Award Agreement. The vesting requirements described above shall apply.

To the extent required by law, holders of Restricted Stock shall have voting rights during the restricted period, however, holders of RSUs shall have no voting rights until and unless Common Shares are issued on the settlement of such RSUs.

Unless otherwise determined by the Committee or as set out in any Award Agreement, no RSU will vest later than three years after the date of grant.

Deferred Share Units. DSUs are awards denominated in units that provide the holder with a right to receive common shares or cash or a combination of the two upon settlement. The Committee may grant DSUs to any Eligible Participant at any time, in such number and on such terms as will be determined by the Committee in its discretion and as will be set out in the applicable Award Agreement, subject to the vesting requirements described above.

Performance Shares and Performance Share Units. Performance Shares are awards, denominated in Common Shares, the value of which at the time they are payable is determined as a function of the extent to which corresponding performance criteria have been achieved. Performance Units are equivalent to Performance Shares but are denominated in units. The Committee may grant Performance Shares and/or Performance Units to any Eligible Participant at any time, in such number and on such terms as may be determined by the Committee in its discretion, subject to the vesting requirements described above. Each Performance Share and Performance Unit will have an initial value equal to the FMV of an EFI Common Share on the date of grant. The Committee will set performance criteria for a Performance Share or Performance Unit in its discretion and the period of time during which the performance criteria must be met. The extent to which the performance criteria are met will determine the ultimate value and/or number of Performance Shares or Performance Units that will be paid to the Participant.

The Committee may pay earned Performance Shares or Performance Units in the form of cash or Common Shares equal to the value of the Performance Share or Performance Unit at the end of the performance period. The Committee may determine that holders of Performance Shares or Performance Units be credited with consideration equivalent to dividends declared by the Board and paid on outstanding Common Shares.

Stock-Based Awards. The Committee may, to the extent permitted by the TSX, grant other types of equity-based or equity-related Awards not otherwise described by the terms of the Equity Incentive Plan in such amounts and subject to such terms and conditions as the Committee determines. Such SBAs may involve the transfer of actual Common Shares to Participants, or payment in cash or otherwise of amounts based on the value of Common Shares.

Assignability

Other than Restricted Stock and RSUs, Awards will be non-transferable and non-assignable except as provided in an Award Agreement, by will or by the law of descent and distribution. Such Awards will be exercisable during the Participant's lifetime only by the Participant. Restricted Stock and RSUs will be non-transferable and non-assignable until the end of the applicable period of restriction specified in the Award Agreement (and in the case of RSUs, until the date of settlement through delivery or other payment), or upon earlier satisfaction of any other conditions, as specified by the Committee.

Dividends and Other Distributions

During the Period of Restriction, Participants holding Shares of Restricted Stock may, if determined by the Committee, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in a manner determined by the Committee in its sole discretion. Restricted Stock Units held by a Participant having surpassed the Period of Restriction may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in a manner determined by the Committee in its sole discretion. However, the payment of dividends or Dividend Equivalents is strictly prohibited with respect to Restricted Stock Units still subject to a Period of Restriction. Dividend Equivalents cannot apply to an Award unless specifically provided for in the Award Agreement, and the Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Shares, Restricted Stock or Restricted Stock Units.

In addition, the Committee will determine whether Participants holding Performance Shares will receive Dividend Equivalents with respect to dividends declared with respect to the Shares. Dividends or Dividend Equivalents may be subject to accrual, forfeiture or payout restrictions as determined by the Committee in its sole discretion. However, the payment of dividends or Dividend Equivalents to a Participant is prohibited in respect to any Performance Shares for which the requisite performance criteria have not been achieved.

Cessation of Awards

Death. If a Participant dies while an employee, officer or director of, or consultant to, the Company or an Affiliate: (i) any Options held by the Participant that are exercisable at the date of death continue to be exercisable by the executor or administrator of the Participant’s estate until the earlier of twelve months after the date of death and the date on which the exercise period of the particular Option expires and any Options that are not exercisable at the date of death shall immediately expire; (ii) any RSUs held that have vested as at the date of death will be paid to the Participant’s estate, and any RSUs that have not vested as at the date of death will be immediately cancelled, unless the Committee or Board determines in its discretion in the Award Agreement or subsequently to accelerate or otherwise amend the general vesting provisions of any Award previously granted to a Participant; and (iii) the treatment for all other types of Awards shall be as set out in the applicable Award Agreement.

Termination other than Death. Upon termination of the Participant's employment or term of office or engagement with the Company for any reason other than death: (i) any of the Options held by the Participant that are exercisable on the termination date continue to be exercisable until the earlier of three months (six months in the case of a voluntary retirement) after the termination date and the date on which the exercise period of the Option expires, and any Options that have not vested at the termination date shall immediately expire; (ii) any RSUs held by a Participant that have vested at the termination date will be paid to the Participant and any RSUs that have not at the termination date will be immediately cancelled, unless the Committee or Board determines in its discretion in the Award Agreement or subsequently to accelerate or otherwise amend the general vesting provisions of any Award previously granted to a Participant in cases involving disability or retirement; and (iii) the treatment for all other types of Awards shall be as set out in the applicable Award Agreement.

Corporate Reorganization and Change of Control

Corporate Reorganization. In the event of any merger, arrangement, amalgamation, consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution to stockholders of the Company, or any similar corporate event or transaction (a "Corporate Reorganization"), the Committee will make or provide for such adjustments or substitutions as are equitably necessary in: (i) the number and kind of securities that may be issued under the Equity Incentive Plan, (ii) the number and kind of securities subject to outstanding Awards, (iii) the price applicable to outstanding Awards, provided changes to the Option Price or Grant Price applicable to outstanding SARs, which are deemed appropriate or necessary by the Committee in the event of a Corporate Reorganization but which constitute more than a mere adjustment or substitution for equivalent value, shall require the prior approval of the Company's shareholders (iv) the award limits, (v) the limit on issuing Awards except as provided for in the Equity Incentive Plan, and (vi) any other value determinations applicable to outstanding Awards or to the Equity Incentive Plan.

In connection with a Corporate Reorganization, the Committee will have the discretion to permit a holder of Options to purchase, and the holder shall be required to accept, on the exercise of such Option, in lieu of the Common Shares, securities or other property that the holder would have been entitled to receive as a result of the Corporate Reorganization if that holder had owned all Common Shares that were subject to the Option.

Change of Control. In the event of a Change of Control (as defined in the Equity Incentive Plan), subject to applicable laws and rules and regulations of a national exchange or market on which Common Shares are listed or as otherwise provided in any Award Agreement, and subject to the provisions described in the next paragraph below (a) all Options and SARs shall be accelerated to become immediately exercisable; (b) all restrictions imposed on Restricted Stock and RSUs shall lapse and RSUs shall be immediately settled and payable; (c) target payout opportunities attainable under all outstanding Awards of performance based Restricted Stock, performance-based Restricted Stock Units, Performance Units and Performance Shares shall be deemed to have been fully earned; (d) unless otherwise specifically provided in a written agreement entered into between the Participant and the Company or an Affiliate, the Committee shall immediately cause all other Stock-Based Awards to vest and be paid out as determined by the Committee; and (e) the Committee will have discretion to cancel all outstanding Awards, and the value of such Awards will be paid in cash based on the change of control price.

Notwithstanding the above, no acceleration of vesting, cancellation, lapsing of restrictions, payment of an Award, cash settlement or other payment will occur with respect to an Award if the Committee determines, in good faith, that the Award will be honoured, assumed or substituted by a successor corporation, provided that such honoured, assumed or substituted Award must: (a) be based on stock which is traded on the TSX and/or an established securities market in the United States; (b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award; (c) recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control; (d) have substantially equivalent economic value to such Award; and (e) have terms and conditions which provide that in the event a Participant's employment with the Company, and Affiliate or a successor corporation is involuntarily terminated or constructively terminated at any time within twelve months of the Change of Control, any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to such alternative Award shall be waived or shall lapse, as the case may be.

Amending the Equity Incentive Plan

Except as set out below, and as otherwise provided by law or stock exchange rules, the Equity Incentive Plan may be amended, altered modified, suspended or terminated by the Committee at any time, without notice or approval from shareholders, including but not limited to for the purposes of:

(a) making any acceleration of or other amendments to the general vesting provisions of any Award previously granted to a Participant in cases involving death, disability or retirement;

(b) waiving any termination of, extending the expiry date of, or making any other amendments to the general term of any Award or exercise period thereunder provided that no Award held by an insider may be extended beyond its original expiry date;

(d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a "housekeeping" matter; or

(e) making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Amendments requiring the prior approval of the Company's shareholders are: (i) any changes to the Option Price or Grant Price of previously granted SARs, as applicable, including without limitation a reduction in the price of a previously granted Option or SAR benefitting a Participant, whether or not the Participant is an Insider of the Company, except for adjustments made in the event of a Corporate Reorganization constituting a mere adjustment or substitution for equivalent value; (ii) an increase in the total number of Common Shares available under the Equity Incentive Plan or the total number of Common Shares available for ISOs; (iii) an increase to the limit on the number of Common Shares issued or issuable to insiders; (iv) an extension of the expiry date of an Option or SAR other than in relation to a blackout period; (v) any acceleration of or other amendments to the general vesting provisions of any Award previously granted to a Participant in cases other than those involving death, disability or retirement; and (vi) any amendment to the amendment provisions of the Equity Incentive Plan.

U.S. Federal Income Tax Consequences

The following is a brief summary of certain United States federal income tax consequences generally arising with respect to awards under the Equity Incentive Plan. This discussion does not address all aspects of the United States federal income tax consequences of participating in the Equity Incentive Plan that may be relevant to participants in light of their personal investment or tax circumstances and does not discuss any state, local or non-United States tax consequences of participating in the Equity Incentive Plan. Each Participant is advised to consult his or her personal tax advisor concerning the application of the United States federal income tax laws to such Participant’s particular situation, as well as the applicability and effect of any state, local or non-United States tax laws before taking any actions with respect to any awards. A “U.S. participant” is a citizen or resident of the United States for United States federal income tax purposes.

Paragraphs (1) to (8) below are subject to the discussion set forth in Paragraph (9) below.

(1) Grant of Stock Options

The grant of stock options is not expected to result in any taxable income for the recipient, and the Company will not be entitled to an income tax deduction in connection with a grant of stock options under the Equity Incentive Plan.

(2) Exercise of Stock Options, SARs and Disposition of Shares

Upon exercising an SAR or a non-qualified stock option, the optionee must recognize ordinary income equal to the excess of the fair market value of the shares acquired on the date of exercise over the exercise price, and generally will be entitled, at that time, to an income tax deduction for the same amount, subject to the limitations on deductibility for compensation paid to covered employees under Section 162(m). The optionee will recognize ordinary income upon exercise in an amount equal to the difference between the fair market value of the shares and the exercise price on the date of exercise. Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss.

The holder of an incentive stock option generally will have no taxable income upon exercising the stock option (except that an alternative minimum tax liability may arise), and the Company will not be entitled to an income tax deduction. The gain or loss recognized by the optionee on a later sale or other disposition of such shares will either be long-term capital gain or loss or ordinary income, depending upon whether the optionee holds the shares for the legally-required period of two years from the date of grant and one year from the date of exercise. If the shares are not held for the legally-required period, the optionee will recognize ordinary income equal to the lesser of (i) the difference between the fair market value of the shares on the date of exercise and the exercise price, or (ii) the difference between the sales price and the exercise price. Generally, there will be no tax consequences to the Company in connection with the disposition of shares acquired pursuant to an incentive stock option, except that the Company may be entitled to an income tax deduction with respect to a disposition of shares acquired pursuant to an incentive stock option before the applicable incentive stock option holding periods set forth in the U.S. Internal Revenue Code have been satisfied, subject to the limitations on deductibility for compensation paid to covered employees under Section 162(m).

(3) Restricted Stock, Restricted Stock Units and DSUs

Unless a special election is made by the holder of a restricted stock award under the Internal Revenue Code, the holder must recognize ordinary income equal to the excess of (1) the fair market value of the restricted stock received (determined as of the first time the restricted stock becomes transferable or not subject to substantial risk of forfeiture, whichever occurs earlier) over (2) the amount (if any) paid for the restricted stock by the holder of the award. The holder of a restricted stock unit or deferred stock unit award shall be taxable on the fair market value of any shares delivered and cash paid at the time such property is issued to the holder. The Company will generally be entitled to an income tax deduction at the time the holder recognizes taxable income, subject to the limitations on deductibility for compensation paid to covered employees under Section 162(m).

(4) Performance Awards

A recipient of a performance award will not recognize taxable income at the time of grant, and the Company will not be entitled to an income tax deduction with respect to the performance award grant at that time. Upon settlement of a performance award, the recipient thereof will recognize compensation taxable as ordinary income in an amount equal to the fair market value of any shares delivered and the amount of cash paid, and the Company will be entitled to an income tax deduction in that amount at that time, subject to the limitations on deductibility for compensation paid to covered employees under Section 162(m).

(5) Stock Awards

With respect to awards granted under the Equity Incentive Plan that are payable in shares that are not subject to a substantial risk of forfeiture, the holder thereof must recognize ordinary income equal to the excess of the fair market value of the shares received (determined as of the date the shares are received) over the amount (if any) paid for the shares by the holder of the award. The Company generally will be entitled at that time to an income tax deduction for the same amount, subject to the limitations on deductibility for compensation paid to covered employees under Section 162(m).

(6) Dividend Equivalents

Recipients of dividend equivalents with respect to their awards under the Equity Incentive Plan will not recognize taxable income at the time of grant, and will not be entitled to an income tax deduction with respect to the dividend equivalent award at that time. When a dividend equivalent is paid, the recipient thereof will recognize compensation taxable as ordinary income in an amount equal to the fair market value of any shares delivered and the amount of cash paid by us, and the Company will be entitled to an income tax deduction in that amount at that time, subject to the limitations on deductibility for compensation paid to covered employees under Section 162(m).

(7) Special Rules for Executive Officers and Directors Subject to Section 16 of the Exchange Act

Special rules may apply to individuals subject to Section 16 of the Exchange Act. In particular, unless a special election is made pursuant to the Internal Revenue Code, shares received through the exercise of a stock option may be treated as restricted as to transferability and subject to a substantial risk of forfeiture for a period of up to six months after the date of exercise. Accordingly, the amount of ordinary income recognized, and the amount of our income tax deduction will be determined as of the end of that period.

(8) Section 409A of the Internal Revenue Code

Awards under the Equity Incentive Plan are intended to satisfy the requirements of Section 409A of the Internal Revenue Code, in order to avoid any adverse tax results thereunder, and the Committee will administer and interpret the Equity Incentive Plan and all award agreements in a manner consistent with that intent. The tax consequences described above are based on the assumption that Awards either are exempt from, or comply with, Section 409A. The Company makes no guaranty that Awards will comply with Section 409A (to the extent it is applicable). If it is determined that Awards are subject to Code Section 409A and do not comply with Code Section 409A, different tax consequences and penalties may result. If any provisions of the Equity Incentive Plan or any award agreement would result in adverse tax consequences under Section 409A of the Internal Revenue Code, the Committee may amend that provision or take any other actions reasonably necessary to avoid any adverse tax consequences, and no action taken to comply with Section 409A of the Internal Revenue Code will be deemed to impair or otherwise adversely affect the rights of any holder of an award under the Equity Incentive Plan or any beneficiary thereof.

(9) Ownership of Shares

The following discussion is subject to the rules described below under the heading "Passive Foreign Investment Company Rules."

(a) Taxation of Distributions

A U.S. participant that receives a distribution, including a constructive distribution, with respect to a share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any foreign income tax withheld from such distribution) to the extent of the current or accumulated "earnings and profits" of the Company, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated "earnings and profits" of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. participant's tax basis in the shares and thereafter as gain from the sale or exchange of such shares (see "Sale or Other Taxable Disposition of Shares" below). However, the Company may not maintain the calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. participant may have to assume that any distribution by the Company with respect to the shares will constitute dividend income. Dividends received on shares by corporate U.S. participants generally will not be eligible for the "dividends received deduction." Subject to applicable limitations, dividends paid by the Company to non-corporate U.S. participants, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC (as defined below) in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. participant should consult its own tax advisor regarding the application of such rules.

(b) Sale or Other Taxable Disposition of Shares

A U.S. participant will recognize gain or loss on the sale or other taxable disposition of shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received, and (b) such U.S. participant's tax basis in such shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such shares are held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. participant that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. participant that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

If the Company were to constitute a “passive foreign investment company” (“PFIC”) for any year during a U.S. participant’s holding period, then certain potentially adverse rules would affect the U.S. federal income tax consequences to a U.S. participant resulting from the acquisition, ownership and disposition of shares. The Company believes that it was not a PFIC for its prior tax year ended December 31, 2020. The Company has not made any determination as to its PFIC status for its current and future tax years. No opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested. PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question and is determined annually. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurance that the Company has never been and will not become a PFIC for any tax year during which U.S. participants hold shares.

In any year in which the Company is classified as a PFIC, a U.S. participant will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. participants should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621.

The Company generally will be a PFIC if, after the application of certain “look-through” rules with respect to subsidiaries in which the Company holds at least 25% of the value of such subsidiary for a tax year, (a) 75% or more of the gross income of the Company for such tax year is passive income (the “income test”), or (b) 50% or more of the value of the Company’s assets either produce passive income or are held for the production of passive income (the “asset test”), based on the quarterly average of the fair market value of such assets. “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions; however, certain active business gains arising from the sale of commodities generally are excluded from passive income.

If the Company were a PFIC in any tax year during which a U.S. participant held shares, such holder generally would be subject to special rules with respect to “excess distributions” made by the Company on the shares and with respect to gain from the disposition of shares. An “excess distribution” generally is defined as the excess of distributions with respect to the shares received by a U.S. participant in any tax year over 125% of the average annual distributions such U.S. participant has received from the Company during the shorter of the three preceding tax years, or such U.S. participant’s holding period for the shares.

Generally, a U.S. participant would be required to allocate any excess distribution or gain from the disposition of the shares pro rata over its holding period for the shares. Such amounts allocated to the year of the disposition or excess distribution and any year prior to the first year in which the Company was a PFIC would be taxed as ordinary income in the year of the disposition or excess distribution, and amounts allocated to each other tax year would be taxed as ordinary income at the highest tax rate in effect for each such year for the applicable class of taxpayer and an interest charge at a rate applicable to underpayments of tax would apply.

While there are U.S. federal income tax elections that sometimes can be made to mitigate these adverse tax consequences (including the “QEF Election” under Section 1295 of the Code and the “Mark-to-Market Election” under Section 1296 of the Code), such elections are available in limited circumstances and must be made in a timely manner. Under proposed Treasury Regulations, if a U.S. participant holds an option or other right to acquire stock of a PFIC, such option or right is considered to be PFIC stock subject to the default rules of Section 1291 of the Code that apply to “excess distributions” and dispositions described above. However, under the proposed Treasury Regulations, for the purposes of the PFIC rules, the holding period for any shares acquired upon the exercise of an option or other right will begin on the date a U.S. participant acquires the option or other right (and not the subsequent date of exercise). This will impact the availability, and consequences, of the QEF Election and Mark-to-Market Election with respect to the shares acquired upon exercise of an option or other right.

U.S. participants should be aware that, for each tax year, if any, that the Company is a PFIC, the Company can provide no assurances that it will satisfy the record keeping requirements or make available to U.S. participants the information such U.S. participants require to make a QEF Election with respect to the Company or any subsidiary that also is classified as a PFIC.

Certain additional adverse rules may apply with respect to a U.S. participant if the Company is a PFIC, regardless of whether the U.S. participant makes a QEF Election. These rules include special rules that apply to the amount of foreign tax credit that a U.S. participant may claim on a distribution from a PFIC. Subject to these special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. U.S. participants should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership and disposition of shares, and the availability of certain U.S. tax elections under the PFIC rules.

(d) Receipt of Foreign Currency

The amount of any distribution paid to a U.S. participant in foreign currency, or on the sale, exchange or other taxable disposition of shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. participant will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. participant who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. participants who use the accrual method with respect to foreign currency. Each U.S. participant should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

(e) Foreign Tax Credit

Subject to the PFIC rules discussed above, a U.S. participant that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the shares generally will be entitled, at the election of such U.S. participant, to receive either a deduction or a credit for such Canadian income tax. Generally, a credit will reduce a U.S. participant's U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. participant's income that is subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. participant during a year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. participant's particular circumstances. Accordingly, each U.S. participant should consult its own U.S. tax advisor regarding the foreign tax credit rules.

(f) Additional Tax on Passive Income

U.S. participants whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on "net investment income" including, among other things, dividends and net gain from disposition of property (other than property held in certain trades or businesses). U.S. participants should consult their own tax advisors regarding the application, if any, of this tax on their ownership and disposition of shares.

(g) Backup Withholding and Information Reporting

Under U.S. federal income tax law, certain categories of U.S. participants must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. participants that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. participants may be subject to these reporting requirements unless their shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. participants should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, shares will generally be subject to information reporting and backup withholding tax, at the rate of 24%, if a U.S. participant (a) fails to furnish such U.S. participant's correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. participant has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. participant has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. participant that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. participant's U.S. federal income tax liability, if any, or will be refunded, if such U.S. participant furnishes required information to the IRS in a timely manner.

Awards Granted under the Equity Incentive Plan Prior to the Date Hereof:

Since the Equity Incentive Plan was adopted by the Board on January 28, 2015, a total of 5,910,432 RSUs have been awarded to Participants, which were awarded as follows:

153,850 granted on January 28, 2015, vesting 50% on January 28, 2016 and 25% on each of January 28, 2017 and 2018.
31,129 granted on August 6, 2015, vesting 50% on January 28, 2016 and 25% on each of January 28, 2017 and 2018.

80,469 granted on September 24, 2015, vesting 50% on January 28, 2016 and 25% on each of January 28, 2017 and 2018.
17,241 granted on October 1, 2015, vesting 50% on January 28, 2016 and 25% on each of January 28, 2017 and 2018.
948,047 granted on January 27, 2016, vesting 50% on January 27, 2017 and 25% on each of January 27, 2018 and 2019.
42,887 granted on July 1, 2016, vesting 50% on January 27, 2017 and 25% on each of January 27, 2018 and 2019.
31,798 granted on July 5, 2016, vesting 100% on January 27, 2017.
168,964 granted on August 4, 2016, vesting 100% on January 27, 2017.
13,640 granted on August 4, 2016, vesting 50% on January 27, 2017 and 25% on each of January 27, 2018 and 2019.
6,798 granted on January 24, 2017, vesting 50% on January 27, 2017 and 25% on each of January 27, 2018 and 2019.
1,150,881 granted on January 24, 2017, vesting 50% on January 27, 2018 and 25% on each of January 27, 2019 and 2020.
232,846 granted on July 1, 2017, vesting 100% on January 27, 2018.
883,626 granted on January 23, 2018, vesting 50% on January 27, 2019 and 25% on each of January 27, 2020 and 2021.
234,375 granted on January 31, 2018, vesting 100% on February 1, 2018.
76,751 granted on March 29, 2018, vesting 50% on January 27, 2019 and 25% on each of January 27, 2020 and 2021.
721,750 granted on January 22, 2019, vesting 50% on January 27, 2020 and 25% on each of January 27, 2021 and 2022.
9,685 granted on October 31, 2019, vesting 50% on January 27, 2020 and 25% on each of January 27, 2021 and 2022.
735,146 granted on January 23, 2020, vesting 50% on January 27, 2021 and 25% on each of January 27, 2022 and 2023.
5,852 granted on September 1, 2020, vesting 50% on January 27, 2021, and 25% on each of January 27, 2022 and 2023.
441,241 granted on January 26, 2021, vesting 50% on January 27, 2022, and 25% on each of January 27, 2023 and 2024.

Since the Equity Incentive Plan was adopted by the Board on January 28, 2015, a total of 2,922,028 stock options have been awarded to Participants, which were awarded as follows:

133,150 granted on January 28, 2015, vesting 50% at the time of grant, and 25% on each of January 28, 2016 and 2017.

2,772 granted on August 6, 2015, vesting 50% at the time of grant, and 25% on each of August 6, 2016 and 2017.

418,287 granted on January 27, 2016, vesting 50% at the time of grant, and 25% on each of January 27, 2017 and 2018.

31,253 granted on August 4, 2016, vesting 50% at the time of grant, and 25% on each of August 4, 2017 and 2018.

732,328 granted on January 24, 2017, vesting 50% at the time of grant, and 25% on each of January 24, 2018 and 2019.

6,565 granted on August 3, 2017, vesting 50% at the time of grant, and 25% on each of August 3, 2018 and 2019.

422,954 granted on January 23, 2018, vesting 50% at the time of grant, and 25% on each of January 23, 2019 and 2020.

302,278 granted on January 22, 2019, vesting 50% at the time of grant, and 25% on each of January 22, 2020 and 2021.

566,102 granted on January 23, 2020, vesting 50% at the time of grant, and 25% on each of January 23, 2021 and 2022.

140,672 granted on September 16, 2020, vesting 50% at the time of grant, and 50% on September 16, 2021.

4,640 granted on December 14, 2020, vesting 50% at the time of grant, and 25% on each of December 14, 2021 and 2022.

161,027 granted on January 26, 2021, vesting 50% at the time of grant, and 25% on each of January 26, 2022 and 2023.

The above-referenced grants exclude stock options granted under any prior plan of the Company, including any stock options of Uranerz Energy Corp. converted to stock options of the Company in June 2016 in connection with the acquisition thereof, such stock options having initially been granted pursuant to the 2005 Uranerz Nonqualified Stock Option Plan.

Since the Equity Incentive Plan was adopted by the Board on January 28, 2015, a total of 2,195,994 SARs have been awarded to Participants, which were awarded as follows:

2,195,994 granted on January 22, 2019, which vest as follows:

a) as to one-third of the SARs granted thereunder, automatically upon the 90-calendar-day volume weighted average price ("VWAP") of the Company's common shares on the NYSE American equaling or exceeding US$5.00 for any 90-calendar-day period;

b) as to an additional one-third of the SARs granted thereunder, automatically upon the 90-calendar-day VWAP of the Company's common shares on the NYSE American equaling or exceeding US$7.00 for any 90-calendar-day period; and

c) as to the final one-third of the SARs granted thereunder, automatically upon the 90-calendar-day VWAP of the Company's common shares on the NYSE American equaling or exceeding US$10.00 for any 90-calendar-day period,

where any or all of the foregoing 90-calendar-day periods may overlap or coincide, such that, for example, if the price of the Company's Common Shares jumps immediately to US$7.00 and meets the 90-calendar-day vesting requirement for US$7.00, a total of two-thirds of the SARs will automatically vest at that time, with the remaining one-third remaining unvested. None of the SARs granted in 2019 were permitted to be exercised for an initial one-year period from the date of grant.

The 90-calendar-day VWAP is calculated daily on a rolling basis, and the vesting requirement is automatically satisfied when the first rolling 90-calendar-day VWAP equals or exceeds the applicable share price level set out in paragraphs (a), (b) or (c) above, based on calculations performed by the Company.

Annual Burn Rate for the Three Most Recently Completed Fiscal Years

The Annual Burn Rate (defined as the number of securities granted under the Equity Incentive Plan during the applicable fiscal year divided by the weighted average number of securities outstanding for that year) for the three most recently completed fiscal years for this arrangement, calculated in accordance with Section 613(p) of the TSX Company Manual, is as follows:

For the year ended December 31, 2020: 1.2%
For the year ended December 31, 2019: 3.4%
For the year ended December 31, 2018: 2.0%

Such burn rates were calculated using the values provided in the below chart; no multiplier was included:

	2020	2019	2018
Weighted Average Shares	121,168,136	95,665,367	83,475,400

Options Granted	711,414	296,450	442,956

RSUs Granted	740,998	731,435	1,191,132

SARs Granted	Nil	2,195,994	Nil

Total Securities Awarded	1,452,412	3,223,879	1,634,088
Total Securities Awarded Under Arrangement	1.2%	3.4%	2.0%

Securities Authorized for Issuance Under Equity Incentive Plans

For a breakdown of the securities authorized for issuance pursuant to the Company's equity compensation plans approved by security holders (including any individual compensation arrangements) as of December 31, 2020, see page 69, below. There are no compensation plans under which equity securities of the Company are authorized for issuance that were adopted without the approval of the Company's shareholders.

New Plan Benefits Table

The amount, if any, of awards to be awarded to employees, non-employee directors and consultants is determined by the Committee and is not presently determinable. Therefore, a New Plan Benefits Table is not provided. Information regarding awards to the NEOs (as defined below) in 2020 pursuant to the 2018 Equity Incentive Plan is provided in the section titled "Executive Compensation - Incentive Plan Awards," and information regarding awards to directors in 2020 pursuant to the 2018 Equity Incentive Plan is provided in the section titled "Director Compensation."

Shareholder Approval

At the Meeting, the Company's Shareholders will be asked to consider and, if deemed advisable, approve, with or without amendment, the following resolution:

"BE IT RESOLVED, as an ordinary resolution of the shareholders of Energy Fuels Inc. (the "Company"), that:

1. all unallocated options, rights, or other entitlements under the Energy Fuels Inc. 2021 Omnibus Equity Incentive Compensation Plan as set forth in Appendix “A” to the Company’s Management Information Circular dated April 2, 2021 (the “Equity Incentive Plan”), are hereby approved;

2. the Equity Incentive Plan is hereby ratified and approved for a further three-year term, expiring 5:00 p.m. (EDT) on May 26, 2024; and

3. any officer or director of the Company be and is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all such documents and to do all such acts and things as he or she may determine to be necessary or desirable in order to carry out the foregoing provisions of this resolution, the execution of any such document or the doing of any such acts and things being conclusive evidence of such determination."

To be effective, the above resolution must be passed by a simple majority of the votes cast thereon by the Company's shareholders present in person or by proxy at the virtual Meeting. For purposes of the aforementioned approval, "present" shall refer to a shareholder's virtual presence, or the shareholder's proxy represented in accordance with all applicable voting instructions, at the live-cast Meeting on the Lumi/AST virtual AGM platform.

If approval is not obtained at the Meeting, Awards which have not been allocated as of May 26, 2021 and Awards which are outstanding as of May 26, 2021 and are subsequently cancelled, terminated or exercised will not be available for a new grant of Awards. Previously allocated Awards will continue to be unaffected by the approval or disapproval of the resolution.

The Board recommends the Company's shareholders approve the above resolution. The persons named in the enclosed form of proxy intend to vote in favor of the resolution unless a shareholder has specified in the shareholder's proxy that the shareholder's shares are to be voted against such resolution.

Proposal 4 - Ratification and Approval of Shareholder Rights Plan

At the Meeting, shareholders will be asked to consider and, if deemed advisable, pass an ordinary resolution approving a new shareholder rights plan (the "Rights Plan") for a three-year term, as originally established pursuant to a shareholder rights plan agreement dated February 3, 2009 (the "Original SRP Agreement") between the Company and AST Trust Company (Canada) (formerly CIBC Mellon Trust Company), as rights agent. At a meeting of the Board held on March 18, 2021, the Board approved, subject to ratification by shareholders, the adoption of a new shareholder rights plan agreement dated March 18, 2021 between the Company and the American Stock Transfer & Trust Company, LLC, as rights agent (the "SRP Agreement").

A copy of the SRP Agreement is attached as Appendix "B" to this Circular.

The Original SRP Agreement had an initial term until the date of the Company's annual meeting of shareholders in 2012 unless extended. On February 10, 2012, at an annual and special meeting of shareholders, the Rights Plan was extended for a further three years; and on June 16, 2015, at an annual and special meeting of shareholders, the Rights Plan was extended for a further three years. At a meeting of the Board of Directors held on March 29, 2018, the Board approved, and the shareholders ratified and approved on May 30, 2018, the Amended and Restated Shareholder Rights Plan Agreement between the Company and AST Trust Company (Canada) (the "2018 SRP Agreement"), thereby extending the Rights Plan for a further three years. The Original SRP Agreement is currently in effect and will expire at the conclusion of the Meeting. The current SRP Agreement is intended to replace the Original SRP Agreement; however, it will expire at the Meeting unless it is approved by the shareholders at the Meeting.

The SRP Agreement is the same as the Original SRP Agreement, except:

(a) it names a new (but affiliated) rights agent. The SRP Agreement is now between American Stock Transfer & Trust Company, an affiliate of AST Trust Company (Canada), as rights agent, not AST Trust Company (Canada) as rights agent;

(b) it clarifies the applicability of certain U.S. securities laws, in addition to all applicable Canadian securities laws;

(c) in order to ensure that the SRP Agreement conforms to industry practice and shareholder expectations, it removes the requirement that a Person must acquire more than 50% of the outstanding Common Shares other than Common Shares Beneficially owned pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition, in order for the Board of the Company to have been deemed to have elected to redeem Rights at the Redemption Price. This amendment allows partial bids to proceed, provided they meet the other requirements of the Rights Plan;

(d) in order to provide additional protections to shareholders, it requires that the consent of shareholders must be obtained to supplement, amend, vary or delete any of the provisions of the SRP Agreement where the action would materially adversely affect the interests of shareholders generally; and

(e) it makes various ancillary and administrative changes associated with the change of the rights agent.

Background

In originally adopting the Rights Plan in 2009, the Board considered the legislative framework governing take-over bids in Canada as it existed at that time. On February 25, 2016, the Canadian Securities Administrators (the "CSA") published amendments to the take-over bid regime that subsequently came into force on May 9, 2016 as National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104"). The amendments, among other things, lengthen the minimum bid period to 105 days (from the previous 35 days), require that all non-exempt take-over bids meet a minimum tender requirement of more than 50% of the outstanding securities held by independent shareholders, and require a ten-day extension after the minimum tender requirement is met. Regarding the minimum bid period, a target issuer will have the ability to voluntarily reduce the period to not less than 35 days. Additionally, the minimum bid period may be reduced due to the existence of certain competing take-over bids or alternative change-in-control transactions.

As the legislative amendments do not apply to exempt take-over bids, there continues to be a role for rights plans in protecting issuers and preventing the unequal treatment of shareholders. Some remaining areas of concern include:

protecting against "creeping bids" (the accumulation of more than 20% of the Common Shares) through purchases exempt from Canadian takeover bid rules, such as (i) purchases from a small group of shareholders under private agreements at a premium to the market price not available to all shareholders, (ii) acquiring control through the slow accumulation of shares not available to all shareholders, (iii) acquiring control through the slow accumulation of shares over a stock exchange without paying a control premium, or (iv) through other transactions outside of Canada that may not be formally subject to Canadian take-over bid rules, and in each case requiring the bid to be made to all shareholders; and
preventing a potential acquirer from entering into lock-up agreements with existing shareholders prior to launching a take-over bid, except for permitted lock-up agreements as specified in the Rights Plan.

By applying to all acquisitions of 20% or more of the Common Shares, except in limited circumstances including Permitted Bids (as defined in the Rights Plan), the Rights Plan is designed to ensure that all shareholders receive equal treatment. In addition, there may be circumstances where bidders request lock-up agreements that are not in the best interest of the Company or its shareholders. Shareholders may also feel compelled to tender their shares to a take-over bid, even if they consider such bid to be inadequate, out of a concern that failing to do so may result in a shareholder being left with illiquid or minority discounted shares in the Company. This is particularly so in the case of a partial bid for less than all the Common Shares.

The Rights Plan encourages a potential acquirer who makes a takeover bid to proceed either by way of a Permitted Bid (described below), which generally requires a takeover bid to satisfy certain minimum standards designed to promote fairness, or with the concurrence of the Board. If a takeover bid fails to meet these minimum standards and the Rights Plan is not waived by the Board, the Rights Plan provides that holders of Common Shares, other than the Acquiring Person (defined below), will be able to purchase additional Common Shares at a significant discount to market, thus exposing the Acquiring Person to substantial dilution of its holdings. Even where a takeover bid does not meet the Permitted Bid criteria, the Board is always bound to consider any bid for the Company and consider whether or not it should waive the application of the Rights Plan in respect of such bid. In discharging such responsibility, the Board is obligated to act honestly and in good faith with a view to the best interest of the Company.

The Rights Plan does not preclude any shareholder from utilizing the proxy mechanism of the Business Corporations Act (Ontario), to promote a change in the management or direction of the Company and will have no effect on the rights of holders of Common Shares to requisition a meeting of shareholders in accordance with the provisions of applicable legislation.

The Rights Plan is not expected to interfere with the day-to-day operations of the Company, nor in any way alter the financial condition of the Company, impede its business plans, or alter its financial statements. In addition, the Rights Plan is initially not dilutive. However, if a "Flip-in Event" (described below) occurs and the Rights separate from the Common Shares, reported earnings per share and reported cash flow per share on a fully diluted or non-diluted basis may be affected. In addition, holders of Rights not exercising their Rights after a Flip-in Event may suffer substantial dilution.

The SRP Agreement was not adopted by the Board of Directors in response to any proposal to acquire control of the Company, nor is the Board of Directors currently aware of any pending or threatened take-over bid for the Company.

Summary of the Rights Plan

The following is a summary of the principal terms of the Rights Plan, which is qualified in its entirety by reference to the text of the SRP Agreement, a copy of which is attached as Appendix "B" to this Circular.

Effective Date

The effective date of the original Rights Plan is February 3, 2009. The SRP Agreement became effective on March 18, 2021.

Term

If the new Rights Plan is not approved by shareholders at the Meeting, the Rights Plan will terminate at the conclusion of the Meeting. If the extension of the Rights Plan is approved by shareholders, the Rights Plan will terminate as of 5:00 p.m. (Eastern time) on the date of the Company's annual meeting of shareholders held in 2024, at which time the Rights will expire, unless prior to that date, the Rights are terminated, redeemed, or exchanged by the Board.

Issue of Rights

To implement the Rights Plan, the Board authorized the issuance of share purchase rights ("Rights") to the shareholders of the Company at the rate of one Right for each EFI Common Share outstanding as at 5:00 p.m. (EDT) on February 3, 2009 (the "Record Time"). In addition, one Right has been and will be issued with each Common Share issued after the Record Time and prior to the earlier of the Separation Time (as defined below) and the redemption or expiration of the Rights.

Rights Exercise Privilege

The Rights will trigger (i.e., separate from the Common Shares) (the "Separation Time") and will become exercisable 10 Business Days after a person (an "Acquiring Person") becomes the beneficial owner of 20% or more of, or commences or announces a takeover bid for, the Company's outstanding Common Shares, other than by an acquisition pursuant to a Permitted Bid or a Competing Permitted Bid (each as defined below) or pursuant to certain other transactions as described in the Rights Plan. The acquisition by an Acquiring Person of 20% or more of the Common Shares is referred to as a "Flip-in Event."

Any Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event. By making any takeover bid other than a Permitted Bid or a Competing Permitted Bid prohibitively expensive for an Acquiring Person, the Rights Plan is designed to require any person interested in acquiring more that 20% of the Common Shares to do so by way of a Permitted Bid or Competing Permitted Bid or to make a takeover bid which the Board considers to represent the full and fair value of the Common Shares.

Prior to the rights being triggered, they will have no value and no dilutive effect on the Common Shares.

Flip-In Event

A Flip-in Event is triggered in the event that a transaction occurs pursuant to which a person becomes an Acquiring Person. Upon the occurrence of a Flip-in Event, each Right (except for Rights beneficially owned by the Acquiring Person and certain other persons specified below) shall thereafter constitute the right to purchase from the Company upon exercise thereof in accordance with the terms of the Rights Plan that number of Common Shares having an aggregate Market Price (as defined in the Rights Plan) on the date of the consummation or occurrence of such Flip-in Event equal to twice the Exercise Price (as defined in the Rights Plan as Cdn.$10.00, but currently Cdn.$500.00 after adjusting for the Consolidation) for an amount in cash equal to the Exercise Price. Accordingly, if one assumes a market price of Cdn.$2.00 per share, each Right allows a shareholder to purchase 500 Common Shares for Cdn.$500.00, effectively allowing the exercising holders of Rights to acquire the Common Shares at a 50% discount to the then prevailing market price and, based on an assumed market price of Cdn.$2.00 per Common Share, resulting in the issue of 500 Common Shares for each Right, thus creating substantial dilution.

The Rights Plan provides that, upon the occurrence of a Flip-in Event, Rights that are beneficially owned by: (i) an Acquiring Person or any affiliate or associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person, or any affiliate or associate of such Acquiring Person; or (ii) a transferee or other successor in title of Rights of an Acquiring Person (or an affiliate or associate of an Acquiring Person or of any person acting jointly or in concert with an Acquiring Person) who becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person; shall become null and void without any further action and any holder of such Rights (including transferees or successors in title) shall not have any right whatsoever to exercise such Rights under any provision of the Rights Plan.

Acquiring Person

An Acquiring Person is a person who "Beneficially Owns" (as defined in the Rights Plan) 20% or more of the Common Shares. An Acquiring Person does not, however, include the Company or any subsidiary of the Company, or any person who becomes the Beneficial Owner of 20% or more of the outstanding Common Shares as a result of Permitted Bid, Competing Permitted Bids and certain other exempt transactions.

Permitted Bids and Competing Permitted Bids

A "Permitted Bid" is a takeover bid made by takeover bid circular in compliance with the following additional provisions:

(a) The Bid must be made to all holders of record of Common Shares;

(b) The bid must be open for a minimum of 105 days following the date that the bid circular is sent to shareholders, or such shorter period as may be permitted under NI 62-104 in certain circumstances, and no Common Shares may be taken up prior to completion of such period;

(c) Take-up and payment for the Common Shares may not occur unless the bid is accepted by persons holding more than fifty percent (50%) of the outstanding Common Shares, exclusive of Common Shares held by the person responsible for triggering the Flip-in Event or any person who has announced a current intention to make, or who is making, a takeover bid for the Common Shares and the respective affiliates and associates of such persons and persons acting jointly or in concert with such persons;

(d) Common Shares may be deposited into or withdrawn from the bid at any time prior to the take-up date; and

(e) If the bid is accepted by the requisite percentage specified in (c) above, the bidder must extend the bid for a period of 10 business days to allow other shareholders to tender into the bid should they so choose and must make a public announcement to such effect.

A "Competing Permitted Bid" is a takeover bid that satisfies all of the criteria of a Permitted Bid except that since it is made after a Permitted Bid has been made, the minimum deposit period and the time period for the take-up of and payment for Common Shares tendered under a Competing Permitted Bid is not less than the time period required under NI 62-104 and the earliest date on which Common Shares may be taken up under the prior Permitted Bid then in existence.

Neither a Permitted Bid nor a Competing Permitted Bid need be approved by the Board and may be taken directly to the shareholder of the Company. Acquisitions of Common Shares of the Company made pursuant to a Permitted Bid or a Competing Permitted Bid do not give rise to a Flip-in Event.

Lock-up Agreements

A "Lock-Up Agreement" is an agreement between an Offeror (as defined in the Rights Plan) and a person (the "locked-up person") whereby the locked-up person agrees to deposit or tender Common Shares to the Offeror's takeover bid. Common Shares which are subject to a lock-up agreement will be considered to be beneficially owned by the Offeror, unless the lock-up agreement is a "Permitted Lock-up Agreement" as defined in the SRP Agreement, being a lock-up agreement which permits the locked-up person to withdraw its Common Shares from the lock-up agreement in order to tender or deposit the Common Shares to another takeover bid or to support another transaction, where (i) the price per Common Share offered under the other bid or transaction exceeds by a specified percentage (which may not exceed 7%) the price per Common Share offered under the Offeror's take-over bid, or (ii) the number of Common Shares to be purchased under the other bid or transaction exceeds by a specified percentage (which may not exceed 7%) the number of Common Shares proposed to be purchased by the Offeror and the price per Common Share offered in such alternative bid or transaction is not less than the price contained in or proposed to be contained in the offer to be made pursuant to the lock-up agreement.

Certificates and Transferability

Prior to separation, the Rights will be evidenced by the Common Share certificates and will not be transferable separately from the Common Shares. Common Share certificates do not need to be exchanged to entitle a shareholder to these Rights. A legend referring to the Rights Plan will be placed on all new share certificates for Common Shares issued by the Company following the Effective Date. From and after separation, the Rights will be evidenced by Rights certificates and will be transferable and traded separately from the Common Shares.

Redemption and Waiver

The Board may, at any time prior to the occurrence of a Flip-in Event, and subject to shareholder approval, elect to redeem all but not less than all of the Rights at a redemption price, after adjusting for the Consolidation, of Cdn.$0.0005 per Right (the "Redemption Price"), which has been adjusted to take into account the Consolidation, and which may be further appropriately adjusted in certain events in the future. Rights will be deemed to automatically be redeemed at the Redemption Price where a person who has made a Permitted Bid, a Competing Permitted Bid or a takeover bid otherwise exempted by the Board, takes up and pays for the Common Shares under the terms of the bid. If the Board elects or is deemed to have elected to redeem the Rights, the right to exercise the Rights will terminate and each Right will, after redemption, be null and void and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Under the Rights Plan, the Board has discretion to waive application of the Rights Plan to a takeover bid made by way of a takeover bid circular, subject to an automatic waiver with respect to all other takeover bids made while the waived takeover bid is outstanding. The Board may also waive the application of the Rights Plan to a Flip-in Event which occurs through inadvertence, subject to the "inadvertent" Acquiring Person reducing its holding of the Common Shares within an agreed upon time. Other waivers of the Rights Plan will require shareholder approval.

Amendment

The Rights Plan provides that prior to ratification by shareholders, the Board may in its sole discretion supplement or amend the Rights Plan. Once the Rights Plan has been ratified by the shareholders, however, any amendments or supplements to the terms of the Rights Plan (other than for clerical errors or to maintain the Rights Plan's validity and effectiveness as a result of changes in applicable legislation or regulatory requirements) will require prior shareholder approval. Changes arising from changes in applicable legislation will require subsequent shareholder ratification.

Shareholder Approval

At the Meeting, the Company's shareholders will be asked to consider and, if deemed advisable, approve, with or without amendment, the following resolution:

"BE IT RESOLVED, as an ordinary resolution of the shareholders of Energy Fuels Inc. (the "Company") that:

1. The Shareholder Rights Plan Agreement dated March 18, 2021 between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the “SRP Agreement”), in the form attached as Appendix “B” to the management information circular of the Company dated April 2, 2021, be and is hereby ratified and approved, such that the amendments to the original shareholder rights plan agreement dated February 3, 2009, including the extension of the expiration time of the Rights Plan to 5:00 p.m. (EDT) on the date of the Company’s annual meeting of shareholders held in 2024, is hereby ratified, approved and confirmed; and

2. any one director or officer of the Company, be, and each is hereby, authorized and directed for and on behalf, and in the name, of the Company, to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to give effect to this resolution."

The Rights Plan was not adopted by the Board in response to, or in anticipation of, any offer or takeover bid, and the Board is not currently aware of any pending or threatened offer or takeover bid for the Common Shares. The Board has determined that the amendment and extension of the Rights Plan is in the best interest of the Company and its shareholders.

Proposal 5 - Ratification and Approval of Amendment to By-Laws

At the Meeting, shareholders will be asked to consider and, if deemed advisable, pass an ordinary resolution ratifying and approving an amendment to the Company's by-laws.

A copy of By-Law No. 3 is attached as Appendix "C" to this Circular.

Background

The Company originally adopted its general By-Law No. 1 (the "Original By-Law") on April 15, 2005, which was ratified by the Company's shareholders on June 13, 2005. On January 23, 2014, the Board approved By-Law No. 2, which was ratified by the Company's shareholders on May 21, 2014. At the same time, the By-Law 2 Amendment was ratified by the Company's shareholders (By-Law No. 2, as so amended, is referred to herein as the "Existing By-Law"). On March 18, 2021, the Board approved Amended and Restated By-Law No. 3 ("By-Law No. 3"), which amends and restates the Existing By-Law to clarify where annual meetings of shareholders may be held and replaces and repeals the Existing By-Law. By-Law No. 3 became effective upon its approval by the Board. However, pursuant to the provisions of the Business Corporations Act (Ontario) (the "Act"), By-Law No. 3 will cease to be effective unless confirmed by a resolution adopted by a simple majority of the votes cast by shareholders at the Meeting.

Summary of Differences between By-Law No. 3 and the Existing By-Law

The following is a summary of the differences between By-Law No. 3 and the Existing By-Law, which is qualified in its entirety by reference to the text of By-Law No. 3, a copy of which is attached as Appendix "C" to this Circular.

Subject Matter

By-law No. 3 Section

Discussion

Place of Meetings

10.3

The Existing By-Law requires that meetings of shareholders be held at the registered office of the Company, which is in Ontario, Canada, or, if held elsewhere in or outside of Ontario, only upon the agreement of all shareholders entitled to vote at the meeting. As the Company's corporate headquarters are located in Colorado, USA, and the majority of its shareholders and Directors - as well as all employees - reside in the United States, By-Law No. 3 gives the Company the ability to call meetings of shareholders outside of Ontario, if the Board so determines in its sole discretion.

The Existing By-Law requires that where a meeting of shareholders is held by electronic means under Section 10.4 it is deemed to be held at the place where the registered office is located. By-Law No. 3 amends that requirement to provide that where a meeting is held by electronic means pursuant to Section 10.4 and in person, the meeting will be deemed to be held at the in-person location.

Certain clerical changes were made to the Existing By-Law.

Shareholder Approval

At the Meeting, the Company's shareholders will be asked to consider and, if deemed advisable, approve, with or without amendment, the following resolution:

"BE IT RESOLVED, as an ordinary resolution of the shareholders of Energy Fuels Inc. (the "Company") that:

1. By-Law No. 3 of the Company, substantially in the form set out in the management information circular of the Company dated April 2, 2021, be and is hereby approved, ratified and confirmed;

2. By-Law No. 2, as amended, of the Company is hereby repealed; and

3. any one director or officer of the Company, be, and each is hereby, authorized and directed for and on behalf and in the name of the Company, to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to give effect to this resolution."

EXECUTIVE OFFICERS

As of March 31, 2021, 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

Mark S. Chalmers

Colorado, USA

President and Chief Executive Officer

2016

David C. Frydenlund
Colorado, USA

Chief Financial Officer, General Counsel and Corporate Secretary

2012

Curtis H. Moore

Colorado, USA

Vice President, Marketing and Corporate Development

2015

Dee Ann Nazarenus

Colorado, USA

Vice President, Human Resources and Administration

2020

Scott A. Bakken

Mr. Bakken is currently the Vice President, Regulatory Affairs of the Company. He has been with the Company since 2014, where he has held senior positions over permitting and regulatory matters relating to both the Company's conventional mine and mill operations and its ISR operations, serving most recently as Senior Director, Regulatory Affairs. Prior to joining the Company, Mr. Bakken held several positions, starting in 1997, 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 ISR uranium recovery facilities. Mr. Bakken is responsible for permitting and regulatory matters relating to all of the Company's operations, both conventional and ISR, and has the overall responsibility for worker health and safety policy matters at the Company.

Mark S. Chalmers

Mr. Chalmers is currently the President and Chief Executive Officer of the Company, a position he has held since February 1, 2018. From July 1, 2016 to January 31, 2018, Mr. Chalmers was President and Chief Operating Officer of the Company, and from July 1, 2016 to July 1, 2017 was Chief Operating Officer of the Company. From 2011 to 2015, Mr. Chalmers served as Executive General Manager of Production for Paladin Energy Ltd., a uranium producer with assets in Australia and Africa, including the Langer Heinrich and Kayelekera mines where, as head of operations, he oversaw sustained, significant increases in production while reducing operating costs. He also possesses extensive experience in ISR uranium production, including management of the Beverley Uranium Mine owned by General Atomics (Australia), and the Highland mine owned by Cameco Corporation (USA). Mr. Chalmers has also consulted to several of the largest players in the uranium supply sector, including BHP Billiton, Rio Tinto, and Marubeni, and until recently served as the Chair of the Australian Uranium Council, a position he held for 10 years. Mr. Chalmers is a registered professional engineer and holds a Bachelor of Science in Mining Engineering from the University of Arizona.

David C. Frydenlund

Mr. Frydenlund is the Company's Chief Financial Officer, General Counsel and Corporate Secretary, a position he has held since March 2, 2018, and prior thereto was Senior Vice President, General Counsel and Corporate Secretary of the Company since June 2012. In addition to his responsibilities as Chief Financial Officer, Mr. Frydenlund's responsibilities include all legal matters relating to the Company's activities. His expertise extends to United States Nuclear Regulatory Commission, United States Environmental Protection Agency, State and Federal regulatory and environmental laws and regulations. From 1997 to July 2012, Mr. Frydenlund was Vice President Regulatory Affairs, Counsel, General Counsel and Corporate Secretary of Denison Mines Corp., and its predecessor International Uranium Corporation (IUC), and was also a director of IUC from 1997 to 2006 and Chief Financial Officer of IUC from 2000 to 2005. From 1996 to 1997, Mr. Frydenlund was a Vice President of the Lundin Group of international public mining and oil and gas companies, and prior thereto was a partner with the Vancouver law firm of Ladner Downs (now Borden Ladner Gervais LLP) where his practice focused on corporate, securities and international mining transactions law. Mr. Frydenlund holds a bachelor's degree in business and economics from Simon Fraser University, a master's degree in economics and finance from the University of Chicago and a law degree from the University of Toronto.

Curtis H. Moore

Mr. Moore is the Vice President of Marketing and Corporate Development for Energy Fuels Inc. He is in charge of product marketing for the Company, and is closely involved in mergers & acquisitions, investor relations, public relations, and corporate legal. He has been with the Company for over eight years, holding various roles of increasing responsibility. Prior to joining the Company, Mr. Moore worked in multi-family real estate development, government relations and public affairs, production homebuilding, and private law practice. Mr. Moore is a licensed attorney in the State of Colorado. He holds Juris Doctor and Master of Business Administration degrees from the University of Colorado at Boulder, and a Bachelor of Arts dual degree in Economics-Government from Claremont McKenna College in Claremont, California.

Dee Ann Nazarenus

Ms. Nazarenus is the Vice President, Human Resources and Administration of the Company. She has been with the Company for 14 years, having previously served as its Director, Human Resources and Administration. Prior to joining the Company, Ms. Nazarenus held human resource and administration management positions with a number of different organizations, starting in 1995. She is an integral part of the Company in overseeing all aspects of human resources and administration. Ms. Nazarenus is responsible for planning, developing, organizing, implementing, directing, and evaluating all human resource functions of the Company, in addition to being responsible for directing and managing all administrative functions of the Company.

EXECUTIVE COMPENSATION

Compensation Governance

The Company's Compensation Committee is made up of three directors, being Benjamin Eshleman III, Bruce D. Hansen, and Robert W. Kirkwood (Chair), each of whom is independent pursuant to Section 805(c) of the NYSE American LLC Company Guide (the "NYSE Guide") and pursuant to applicable Canadian securities laws. Each of Messrs. Eshleman, Hansen, and Kirkwood has direct educational and work experience that is relevant to his responsibilities in executive compensation. The Compensation Committee has been delegated the task of reviewing and recommending to the Board, the Company's compensation policies, and reviewing such policies on a periodic basis to ensure they remain current, competitive and consistent with the Company's overall goals.

The Compensation Committee also has the authority and responsibility to review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer ("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.

The Compensation Committee has also 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 stock option 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 factor into decisions concerning compensation.

Base salaries for a year are typically determined in January of that year. Cash bonuses and equity awards for a year are typically based on performance over the entire year and are paid or awarded in January of the following year.

In January 2020, for purposes of determining base salaries for 2020, and cash bonus and equity awards for 2019, the Company continued its engagement of the Harlon Group, a compensation consulting company to conduct a compensation study for employees, the executive officers, and the Board, and to provide data on equity incentive practices in the industry for the executive team and the Board. The compensation survey data utilized in the Harlon Group's review was from a benchmark analysis of the following public companies, collectively considered to be a peer group for the Company, utilizing 2018 data from their respective 2019 proxy statements (the information below relating to each of the peer companies is taken from such proxy statements or other publicly available information regarding such companies):

• Penn Virginia Corp. - (NASDAQ:PVAC) - an independent oil and gas company engaged in the exploration, development and production of oil, natural gas liquids (NGLs) and natural gas in various domestic onshore regions of the United States;

• NexGen Energy Ltd. - (NYSE:NXE; TSX:NXE) - a uranium exploration and development company with a portfolio of projects across the Athabasca Basin where it holds over 259,000 hectares of land;

• Silvercorp Metals Inc. - (NYSE American: SVM; TSX:SVM) - engaged in the exploration, development, and mining of silver from properties in China, including four silver-lead-zinc mines in the Ying Mining District in Henan Province, China, the BYP gold-lead-zinc mine in Hunan Province, China, and the GC silver-lead-zinc mine in Guangdong Province;

• Montage Resources Corp.- (NYSE:MR) - previously Eclipse Resources Corp., which merged with Blue Ridge Mountain Resources on February 28, 2019 to form Montage Resources, an oil and gas production company with approximately 227,000 net effective undeveloped acres currently focused on the Utica and Marcellus Shales of southeast Ohio, West Virginia and North Central Pennsylvania;

• Denison Mines Corp. - (TSX:DML; NYSE American: DNN) - engaged in the exploration and development of uranium deposits, with interests focused in the Athabasca Basin region of northern Saskatchewan, Canada;

• Evolution Petroleum Corp. - (NYSE:EPM) - engaged in the development and production of oil and gas reserves within known oil and gas resources by utilizing conventional technology onshore in the United States;

• Silverbow Resources, Inc. - (NYSE:SBOW) - an independent oil and natural gas exploration and production company focused on sustainable, efficient growth in reserves and production while contributing to the country's energy security;

• Abraxas Petroleum Corp. - (NASDAQ CM:AXAS) - an independent natural gas and crude oil exploitation and product company in San Antonio, Texas with operations located in the Rocky Mountain, Mid-Continent, Permian Basin and Gulf Coast regions of the United States;

• NACCO Industries, Inc. - (NYSE:NC) - a public holding company for the North American Coal Corporation, which operates surface mines that supply coal primarily to power generation companies under long-term contracts while providing other value-added services to natural resource companies;

• Gold Resource Corp. - (NYSE American: GORO) - engaged in the exploration and production of gold and silver in Mexico and the U.S., including its flagship El Aquila project in the State of Oaxaca and exploration projects in Nevada;

• Uranium Energy Corp. (NYSE:UEC) - engaged in the exploration, extraction, and processing of in-situ uranium projects and titanium projects in the U.S. and Paraguay, including the Hobson processing plant and Palangana, Goliad, and Burke Hollow uranium projects in Texas, USA, the Reno Creek uranium project in Wyoming, USA, the Oviedo and Yuty uranium projects in Paraguay, and the Alto Parana titanium project in Paraguay;

• Adams Resources & Energy, Inc. - (NYSE:AE) - engaged in the business of crude oil marketing, transportation and storage in various crude oil and natural gas basins in the lower 48 states of the United States, with tank truck transportation of liquid chemicals and dry bulk into Canada and Mexico;

• Hallador Energy Co. - (NASDAQ:HNRG) - an exploration company in energy sourcing since 1951, it is now primarily engaged in coal development and transportation delivery, having the capacity to produce 10 million tons of coal annually for its customers in the mid-west and southeastern United States; and

• UR-Energy Inc. - (NYSE American: URG; TSX:URE) - engaged in the acquisition, evaluation, exploration, development, and operation of in-situ uranium projects, including the Lost Creek project and Shirley Basin property in Wyoming, USA.

This peer group (the "January 2020 Peer Group") was chosen to be representative of the pool from which the Company could expect to draw its management talent at the beginning of 2020, based on factors including industry representation, market capitalization, and similar levels of operational activity. Identifying peer companies with similar levels of operational activity, even in commodities other than uranium, was considered to be especially important in light of the fact that the Company has three production centers, including the only operating conventional uranium mill in the United States. Potential peer companies were additionally rated based on their similarity to the Company in the category of primary exchange of public listing of securities (Canada, Australia, USA).

In choosing the January 2020 Peer Group, the Harlon Group presented the Compensation Committee with a comparison of the performance of a broad pool of potential peers in relation to the Company over the past five-year period according to revenue, capital expenditures, net income, earnings per share, and cash flow. The Compensation Committee members 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 mining. This resulted in the adoption of the above-listed January 2020 Peer Group. The companies in the January 2020 Peer Group had market capitalizations of between 40% and 400% of the Company's own market capitalization, with the Company's market capitalization ranking near the middle of that group (eighth out of fifteen companies), and together were deemed to be the most representative group of the Company's peers in the mining industry for use by the Compensation Committee in making its determinations and recommendations to the Board for executive compensation in January 2020.

The January 2020 Peer Group was used for compensation decisions made in January 2020, which included setting the base salaries for all NEOs for 2020.

Cash bonuses earned in 2020 and equity awards for 2020 were determined based on management's performance over 2020, as determined by the Compensation Committee in January 2021. The Compensation Committee retained the Harlon Group to help it reevaluate the Company's peer group to be used in making the Company's January 2021 compensation decisions, taking into account any changes in the Company's market capitalization and other factors since January 2020, using the following primary criteria for selection:

(1) Peer companies will be chosen from the Company's 8-digit Global Industrial Classification Standard (GICS): 10102050 Coal and Consumable Fuels or from peer group companies with the following GICs: 10102020 Oil & Gas Exploration and Production; 15104020 Diversified Metals and Mining; 15104030 Gold, Precious Metals; and 15104040 Silver Producers;

(2) Market capitalization will be used as the primary classifier, with the peer group having a median market capitalization as close to the Company's market capitalization as practical;

(3) A preference will be given to U.S. domestic issuers, but foreign issuers may be included to the extent required to ensure an adequate mix of uranium companies and producing companies; and

(4) The number of companies included in the Peer Group should range from 14 to 24.

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

• 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;

• Eliminate or otherwise adjust for companies that have a disproportionately high enterprise value;

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

• Eliminate companies that have compensation awards based on extraordinary circumstances, such as a recent merger, etc.; and

• Favor hard-rock mining companies over oil and gas and coal companies, to the extent possible.

The Company's market capitalization increased from about $200 million in January 2020 to over $500 million in January 2021. For purposes of compiling an appropriate peer group for 2021, consistent with ISS policy, the Company calculated its market capitalization by multiplying the current January 2021 number of shares outstanding by the average trading price of the Company's common shares over the 200-day period ending December 1, 2020, which resulted in a market capitalization of $269 million for the Company.

Based on these primary and additional screening criteria, and taking into account the Company's increased market capitalization, for purposes of making the January 2021 compensation decisions, the January 2020 Peer Group was partially retained, with the removal of: NexGen Energy Ltd., Silvercorp Metals Inc., Montage Resources Corp., Silverbow Resources, Inc., Abraxas Petroleum Corp., and Hallador Energy Co.; and the addition of: Largo Resources Inc., Paladin Energy Ltd., Alexco Resources Corp., Great Panther Mining Ltd., Centrus Energy Corp., Laredo Petroleum Inc., Fission Uranium Corp., and Vista Gold Corporation, thus resulting in the following 16 companies (the "January 2021 Peer Group"):

• Largo Resources Ltd. - (TSX:LGO; OTCQX:LGORF) - engaged in the production and supply of vanadium, sourced from one of the world's highest-grade vanadium deposits at the Maracás Menchen Mine in Brazil, with a focus on the advancement of renewable energy storage solutions and vanadium redox flow battery systems;

• Paladin Energy Ltd. - (ASX:PDN) - a uranium mining and exploration company with a 75% stake in the globally significant Langer Heinrich mine in Namibia;

• Alexco Resources Corp. - (NYSE American: AXU) - a primary silver company and explorer, developer and mine operator, with a majority ownership in the Keno Hill Silver District located in the Yukon Territory, Canada;

• Great Panther Mining Limited - (NYSE American: GPL; TSX:GPR) - a gold and silver producer with a focus in the Americas and a diversified portfolio of assets in Brazil, Mexico, and Peru that includes three operating gold and silver mines, four exploration projects, and an advanced development project;

• Centrus Energy Corp. - (NYSE American: LEU) - a supplier of nuclear fuel and services for the nuclear power industry through its supply sources of enriched uranium, with expertise in uranium handling, nuclear fuel design, and criticality;

• Laredo Petroleum, Inc. - (NYSE:LPI) - an independent energy company focused on the acquisition, exploration and development of oil and natural gas properties and the gathering of oil and liquids-rich natural gas from its properties, located primarily in the Permian Basin of West Texas;

• Fission Uranium Corp. - (TSX:FCU; OTCQX:FCUUF) - engaged in the development of the high-grade, near-surface Triple R uranium deposit in the Athabasca Basin uranium district of northern Saskatchewan, Canada;

• Vista Gold Corp. - (NYSE American: VGZ; TSX:VGZ) - a gold project developer whose flagship asset is the Mt. Todd gold project located in the Northern Territory, Australia;

• Adams Resources & Energy, Inc. - (NYSE:AE) - engaged in the business of crude oil marketing, transportation and storage in various crude oil and natural gas basins in the lower 45 states of the United Sates, with tank truck transportation of liquid chemicals and dry bulk into Canada and Mexico; and

The January 2021 Peer Group represents an average market capitalization of $272 million, with the companies therein having market capitalizations falling within a range of 34% to 240% of the Company's own market capitalization, with the Company's market capitalization ranking 12^th out of seventeen companies.

Compensation decisions in January 2021, based on the January 2021 Peer Group, included: the determination of cash bonus awards earned in 2020 under the Company's Short Term Incentive Plan ("STIP") for performance in 2020; the determination of restricted stock unit ("RSU") grants for 2020 under the Company's Long Term Incentive Plan ("LTIP") for performance in 2020; as well as the determination of base salaries for 2021 (which will be reported in next year's proxy circular).

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. This resulted in the adoption of the above-listed January 2020 Peer Group and January 2021 Peer Group for use in the Company's January 2020 and 2021 compensation decisions.

Year	Executive Compensation-Related Fees⁽¹⁾	All Other Fees⁽²⁾
Fiscal Year Ended December 31, 2020	US$9,973	Nil
Fiscal Year Ended December 31, 2019	US$12,225	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, that are not reported as "Executive Compensation Related Fees."

The Harlon Group was engaged on behalf of and took instructions from the Compensation Committee, not management in connection with the foregoing services. There were no conflicts of interest between the Compensation Committee and the Harlon Group identified during the fiscal year ended December 31, 2020, nor during any time in 2019 or to date in 2021 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, 2020 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, 2020, nor during any time in 2019 or to date in 2021, which generally means that no executive officer of the Company served as a director or member of the compensation committee of another entity, which had an executive officer serving as a director or member of the Company's Compensation Committee.

Compensation Discussion and Analysis

Objectives of the Compensation Program

The objectives of the Company's compensation programs are to attract and retain the best possible executives having the expertise required for the uranium mining industry, and to motivate the executives to achieve goals consistent with the Company's business strategy, including with particularity the guiding principle of increasing shareholder value. The compensation program is designed to reward executives for achieving these goals, while providing continued incentives to develop rigorous new goals annually, to the extent market conditions allow in a volatile market driven primarily by commodity prices.

Elements of Compensation

The Company's compensation practices are intended to be competitive with those of its peers, and thus are designed to account for individual successes and failures within corporate management, so as to create accountability within the Company's executive team and provide an external metric against which its senior executives can gauge the quality and appropriateness of their decisions. During fiscal 2020, the three key elements used to compensate the executive officers of the Company were: (i) base salary; (ii) cash bonuses; and (iii) long-term incentives in the form of equity awards.

The Company had seven NEOs over the course of the fiscal year ended December 31, 2020:

Name	Title (Current)
Scott A. Bakken⁽¹⁾	Vice President, Regulatory Affairs
Mark S. Chalmers	President and Chief Executive Officer ("CEO")
David C. Frydenlund	Chief Financial Officer ("CFO"), General Counsel and Corporate Secretary
W. Paul Goranson⁽²⁾	Former Chief Operating Officer ("COO")
Curtis H. Moore	Vice President, Marketing and Corporate Development
Dee Ann Nazarenus⁽³⁾	Vice President, Human Resources and Administration
Matthew J. Tarnowski⁽⁴⁾	Former Chief Accounting Officer and Controller

Notes:

⁽¹⁾ Mr. Bakken was appointed Vice President, Regulatory Affairs effective September 1, 2020.

⁽²⁾ Mr. Goranson ceased to be Chief Operating Officer effective August 31, 2020.

⁽³⁾ Ms. Nazarenus was appointed Vice President, Human Resources and Administration effective September 1, 2020.

⁽⁴⁾ Mr. Tarnowski ceased to be Chief Accounting Officer and Controller effective October 31, 2020.

Among the NEOs, the "Senior Executive Officers" during the fiscal year ended December 31, 2020 were the President and CEO; the CFO, General Counsel and Corporate Secretary; and the former COO.

Determination of Compensation

Base Salaries

Base salary is a fixed component of pay that compensates executives for fulfilling their roles and responsibilities and aids in attracting and retaining qualified executives.

Base compensation for the CEO is generally fixed by the Board on an annual basis at its regularly scheduled meeting in January for application in that year, based on recommendations from the Compensation Committee. In making its recommendations to the Board, the Compensation Committee evaluates those levels of compensation reported by the Company's current peer group approved by the Compensation Committee. Generally, base salary for the CEO is set relative to the base salaries paid to other CEOs in the current peer group; however, the Board, in its discretion, may also take into account any additional recommendations of the Compensation Committee, as well as the Board's own assessment of the performance of the Company overall, the Company's specific projects and the CEO's individual contribution to both in addition to any other factors or considerations deemed relevant.

Base compensation for the NEOs, other than the CEO, is generally fixed by the Compensation Committee on an annual basis at its regularly scheduled meeting in January for application in that year. As with the base salary for the CEO, base salaries for the NEOs, other than the CEO, are set relative to the levels of compensation reported by the Company's current peer group approved by the Compensation Committee. The Compensation Committee may also take into account its assessment of the performance of the Company overall, the Company's specific projects and the particular individual's contributions to that performance.

In January 2020, base salaries for 2020 were set by the Board, taking into account base salaries for comparable positions in the January 2020 Peer Group, and reflected a 0.00% increase for Mark S. Chalmers and a 0.00% increase for both Mr. David C. Frydenlund and Mr. W. Paul Goranson, which was deemed appropriate in light of the Company's share price performance during 2019. The following table shows the base salaries of the Senior Executive Officers as of December 31, 2019 and December 31, 2020:

Senior Executive Officer	2020 Salary as of December 31, 2020 (US$)	2019 Salary as of December 31, 2019 (US$)	Percentage Change
Mark S. Chalmers President and CEO	$400,000	$400,000	0.00%
David C. Frydenlund CFO, General Counsel and Corporate Secretary	$287,116	$287,116	0.00%
W. Paul Goranson COO	Nil⁽¹⁾	$287,116	0.00%

Notes:

⁽¹⁾ Mr. Goranson ceased to be Chief Operating Officer effective August 31, 2020.

Cash Bonuses

Along with the establishment of competitive base salaries and long-term incentives, one of the objectives of the executive compensation strategy is to encourage and recognize strong levels of performance by linking the overall performance and contributions of each NEO to the corporate objective of maximizing value for the Company's shareholders.

The cash bonus for the CEO for each fiscal year is approved by the Board, based on the overall financial performance of the Company, levels of bonuses provided by benchmark companies, any target bonus percentages of base salary set out in the CEO's employment agreement, and particularly the achievement of objective measures and individual performance of the CEO relative to pre-established performance goals for the year in question. Generally, the target cash bonus level is set at a competitive level relative to the cash bonuses paid within the current peer group as a percent of base salary, and the CEO's actual bonus is based on how well the CEO and the Company met the annual performance goals set by the Board in the Company's STIP as described under "Performance Goals," below. Ultimately, the cash bonus for the CEO is determined in the sole discretion of the Board, based on recommendations from the Compensation Committee.

The cash bonuses for the NEOs, other than the CEO, for each fiscal year are approved by the Compensation Committee, based on the overall financial performance of the Company, levels of bonuses provided by benchmark companies, any target bonus percentages of base salary set out in the individual NEO employment agreements, and particularly the achievement of objective measures and individual performance of the NEO, and based on recommendations and general input from the CEO. Generally, the target cash bonus levels for the NEOs, other than the CEO, are set at competitive levels relative to cash bonuses paid within the current peer group as a percent of base salary, and each Senior Executive Officer's actual bonus is based on how well the Senior Executive Officer and the Company met the annual performance goals set by the Board in the Company's STIP as described under "Performance Goals," below.

Generally, the cash bonuses earned in a fiscal year are determined by the Board at its first meeting in January of the following year. The cash bonuses in respect of each fiscal year of the Company may be paid in one or more instalments, as determined by the Board, or the Compensation Committee, as the case may be.

In addition, the Board may, from time to time, grant additional cash bonuses to one or more of the NEOs, in special circumstances, such as the successful completion of a major transaction.

Long-Term Incentives - Equity Compensation

Under the 2018 Amended and Restated Omnibus Equity Incentive Compensation Plan (the "Equity Incentive Plan"), which was originally approved by the Board on January 28, 2015 and ratified by the shareholders of the Company at the June 2015 Annual General and Special Meeting of Shareholders, then amended and restated on March 29, 2018 and ratified by the shareholders of the Company at the May 30, 2018 Annual and General Special Meeting of Shareholders, the Board may, in its discretion, grant from time to time Options, Stock Appreciation Rights ("SARs"), Restricted Stock and RSUs, Deferred Share Units, Performance Shares, Performance Units, and Full-Value Stock-Based Awards to employees, directors, officers and consultants of the Company and its affiliates.

The equity award for the CEO for each fiscal year is approved by the Board, based on the overall financial performance of the Company, levels of equity awards provided by benchmark companies, any target equity award percentages of base salary set out in the CEO's employment agreement, and particularly the achievement of objective measures and individual performance of the CEO relative to pre-established long-term performance goals for the year in question. Generally, the target equity award amount is set at a competitive level relative to the equity awards granted within the current peer group as a percent of base salary, and the CEO's actual equity award is based on how well the CEO and the Company met the annual long-term performance goals set by the Board in the Company's LTIP as described under "Performance Goals," below. Ultimately, the equity award for the CEO is determined in the sole discretion of the Board, based on recommendations from the Compensation Committee.

The equity awards for the NEOs, other than the CEO, for each fiscal year are approved by the Compensation Committee, based on the overall financial performance of the Company, levels of equity awards provided by benchmark companies, any target equity award percentages of base salary set out in the individual NEO employment agreements, and particularly the achievement of objective measures and individual performance of the NEO, and based on recommendations and general input from the CEO. Generally, the target equity award amounts for the NEOs, other than the CEO, are set at competitive levels relative to equity awards granted within the current peer group as a percent of base salary, and each Senior Executive Officer's actual equity award is based on how well the Senior Executive Officer and the Company met the annual long-term performance goals set by the Board in the Company's LTIP as described under "Performance Goals," below.

Equity incentives granted to NEOs may be made subject to specific vesting requirements, which may include vesting over a particular period of time or in response to the achievement of other performance-based metrics. Generally, equity awards for a fiscal year are determined by the Board at its first meeting in January the following year. In addition, the Board may, from time to time, grant additional equity awards to one or more of the NEOs, in special circumstances, such as the successful completion of a major transaction.

In 2020, under the LTIP, the Company relied on the grant of RSUs to align the NEOs' interests with shareholder value. Generally, the RSUs granted in January 2021 for performance in 2020 will vest as to 50% on January 27, 2022, will vest as to an additional 25% on January 27, 2023 and as to the remaining 25% on January 27, 2024. Upon vesting, each RSU entitles the holder to receive one Common Share for the payment of no additional consideration. The Company considers RSUs to be an excellent form of equity incentive, which allows the Company to achieve its performance-based incentive and retention goals. First, because the Company's performance is heavily dependent on commodity prices, and traditional performance measures such as earnings per share, revenue growth, and earnings before interest, taxes, depreciation and amortization, etc. have not been meaningful in the past, share price performance is one of the main measures of long-term performance for the Company. Because the RSUs vest over a three-year period, with the number of shares vesting each year set at the time of grant, the value of the shares at the time of vesting will be directly dependent on the Company's share price at the time of vesting. If management is successful in increasing the Company's share price over the three-year period, the value of the shares at each vesting date will have increased; however, if management is not successful in increasing share prices over that time period, the value of management's vested shares may decrease. The Company therefore considers RSUs to provide a very effective long-term share-performance-based form of equity incentive. In addition, because an executive will forfeit all unvested RSUs if he or she leaves the Company to take employment elsewhere, the unvested RSUs also help the Company satisfy its retention objectives.

In 2019, the Company made a special grant of SARs to its Senior Executive Officers and certain management personnel for performance in 2018, in recognition of the Company's outstanding share price performance in 2018 and in order to provide additional long-term performance-based equity incentives for its senior management. The SARs are purely performance based because they vest only upon the achievement of aggressive performance goals designed to significantly increase shareholder value. If those goals are not met, the SARs do not vest. These SARs were included in NEO compensation for 2018. For details, see "Additional Special SAR Grant for 2018" in the circular released in advance of the Company's May 29, 2019 meeting of shareholders.

No SARs were granted by the Board in January 2021 for performance in 2020. As of market close on March 17, 2021, the first performance criterion to the January 2019 SAR grant was met - the 90-calendar-day VWAP of Common Shares on the NYSE American having equaled or exceeded US$5.00. As a result, one-third (1/3) of each grantee's total number of SARs have vested as of March 17, 2021 and are now exercisable, subject to any blackout periods imposed by the Company.

Performance Goals

The Company is in an industry that is heavily dependent on the price of uranium. When uranium prices are high, uranium operations can be in full swing and development activities can be booming. However, when uranium prices are low, operations are generally curtailed, and properties and facilities are placed on standby or shut down. During those periods of low commodity prices, which the Company has experienced for the last several years, industry participants can face negative cash flows and losses, and are often tasked with minimizing those negative cash flows and losses, while at the same time maintaining their valuable assets in a state of readiness for a ramp-up when uranium prices recover. As a result of this heavy reliance on commodity prices and large fluctuations in cash flows and income and losses, typical performance metrics, such as earnings per share, revenue growth, and earnings before interest, taxes, depreciation and amortization, etc. are not meaningful to the Company at this time.

To address this issue, the Company implemented the STIP in January 2016 and the LTIP in January 2018, which are intended to set out meaningful performance criteria tailored specifically to the Company, in light of the general inability to rely on more standard performance indicators. The STIP sets short-term performance goals that are tied primarily to the Company meeting its annual budget, as set by the Board. Cash bonuses for Senior Executive Officers are awarded each year based on performance relative to the STIP performance goals for the year, as determined by the Board in January of the following year.

The LTIP sets long-term performance goals tailored specifically to the Company that have implications beyond the current year. Equity awards for Senior Executive Officers are awarded for each year based on performance relative to the LTIP performance goals for the year, as determined by the Board in January of the following year. The equity awards are typically in the form of RSUs that vest over a three-year period. Although performance goals are not contained in the RSUs themselves, the number of RSUs awarded for any year is based on the success of management in meeting the year's long-term performance goals. Further, because the RSUs vest over a three-year period, the RSUs provide an additional performance incentive for management, because the better the Company performs over the long term, the better the Company's share performance will be, and the higher the value of the RSUs will be when they vest in the future.

The Company has found that the STIP has been very effective in setting meaningful goals specific to the Company that can be managed by the Senior Executive Officers and objectively evaluated by the Board. The LTIP, although more recently implemented, is also proving to be very effective at setting meaningful long-term performance goals that can be objectively evaluated by the Board. The Company is very pleased with its executive incentive program and believes it encourages and recognizes strong levels of performance by linking the overall performance and contributions of each Senior Executive Officer to the corporate objective of maximizing value for the Company's shareholders.

STIP Goals and Performance

The purpose of the STIP is to align short-term (generally one year or less) performance of Senior Executive Officers with the Company's annual business plan and other specified criteria through awarding participants with cash bonuses that are a function of performance against STIP goals. How well Senior Executive Officers perform at achieving STIP goals determines whether the Senior Executive Officers' cash bonuses are at, above or below their target levels.

In January of each year, the Compensation Committee completes a STIP matrix including goals, metrics and weightings to serve as the basis for measuring short-term performance of the Company and the participants during and at the end of the year. The STIP matrix generally contains several objective criteria (such as criteria tied to successful implementation of the annual business plan for the year), as well as a subjective category. The objective performance goals generally apply equally to all Senior Executive Officers, recognizing the need for all top executives to work as a team to achieve corporate goals. The objective criteria serve as the short-term performance goals for the CEO and the top management group.

The performance metrics for the STIP objective performance goals are generally structured so that, if the senior management team performs as expected, the mid-level (100% of target) will be achieved for each of the objective performance goals and the target cash bonus level will be achieved. If performance is lower than expected for an objective performance goal, then the lower level (generally expected to be set at approximately 0-50% of target) will apply, and likewise if performance is greater than expected for the criteria, the higher level (generally expected to be set at approximately 150% of target) will apply.

The subjective evaluation for each participant is performed by the Compensation Committee, upon the recommendations and input of the CEO, and may take into consideration individual contributions and achievements of participants, workloads, reaction to market conditions over which the participant has no control, leadership, relationship with the Board, and other elements specific to the participant that warrant attention during the year. The target weighting of the subjective category generally does not exceed 20% of the total bonus amount for each participant, recognizing the need for all top executives to focus primarily on working as a team to achieve the objective corporate goals set for the CEO and the senior management team; however, the Compensation Committee may take a higher target weighting into consideration in unique circumstances where the Company's performance has been especially noteworthy or important in that year, or if otherwise considered appropriate.

The Compensation Committee determines the target cash bonus level for each participant, generally to be set as a percentage of base salary at the same time it determines the STIP matrix, by referencing the cash bonuses awarded to those in comparable positions within the current peer group established by the Compensation Committee, which necessarily reflects the most recent year for which such data is publicly available. Those considerations must be considered in light of the target bonus percentages of base salary set out in the individual Senior Executive Officers' employment agreements. The actual cash bonus award could be lower or higher than the target bonus level depending on the Compensation Committee's actual evaluation of the performance metrics for the year, as well as any information for industry trends, price level adjustments or other factors that indicate the data for the year in comparison would understate or overstate the expected cash bonuses for those with comparable positions in the peer group during the performance year.

The STIP also applies an overriding health and safety factor, which serves to reduce or eliminate any cash bonuses otherwise payable if the Company fails to meet stipulated health and safety performance criteria. The Board also has the authority to vary from the STIP as it sees fit.

2020 STIP Goals and Performance

In situations such as the present, where the Company is not generating sufficient revenues to result in earnings, factors such as managing production, cash expenditures, overheads and working capital balances, maintaining valuable assets on standby and advancing other assets, all as set out in the Company's annual budget, are more important for guiding management and judging management's performance than broad corporate-level financial performance metrics. Cash bonuses earned in 2020 were based on management's performance in 2020 relative to the 2020 STIP performance goals.

For 2020, the STIP performance goals, which together comprise the 2020 total STIP weighting are summarized below:

• Production and Revenue

Under this performance goal, management was required to manage its production and revenue activities in 2020 to meet or exceed specified production requirements (15% of the total STIP weighting at 100% of target). Specifically, 100% of target required the total value of uranium and vanadium production and alternate feed material and abandoned uranium mine ("AUM") revenues for 2020, valued at the annual budgeted prices of $25.00 per pound U₃O₈ and $5.40 per pound V₂O₅ (the prevailing price of vanadium at December 31, 2020), plus any other gross revenues received for the account of the Company in 2020 from alternate feed material processing, source material concentration and purification or AUM received, without any allowance for the cost of production_,to be between $3 million and $6 million; 150% of target required such value to exceed $6 million; 50% of target required such value to be less than $3 million but equal to or greater than $2.3 million; and 0% of target resulted if such value was less than $2.3 million.

Based on this manner of valuation of production as of December 31, 2020, the value of uranium produced was estimated to be $4,286,250, the total value of vanadium produced was $333,650, and the gross revenues from receipt of AUM materials was estimated to be $1,549,577 for a total value of production of $6,169,477, not counting miscellaneous revenues from the receipt of alternate feed materials in 2020. As the total value of uranium and vanadium production and alternate feed material and AUM revenues for the 2020 year was greater than $6 million, 150% of target was achieved. As a result, a weighting of 22.5% was achieved for this performance goal, which exceeded the 15% target weighting.

• Net Recurring Cash Flow

Under this performance goal, management was required to manage its operating costs in 2020 to meet or exceed specified net recurring cash flow requirements while maintaining properties on standby for a potential future ramp-up in production (25% of the total STIP weighting at 100% of target). Specifically, 100% of target required net recurring cash flow for 2020 to be between negative cash flows of ($23.4) million and ($17.4) million; 150% of target required such value to exceed ($17.4) million; 50% of target required such value to be less than ($23.4) million but equal to or greater than ($26.4) million; and 0% of target resulted if such value was less than ($26.4) million. It should be noted that production values included in these calculations were set at the budgeted value of $25.00 per pound U₃O₈, regardless of the actual price at year-end or at the time of the evaluation. These numbers also assume total production of 105,087 pounds U₃O₈ for the Company's account and no new vanadium production as per the Company's budget for 2020. Appropriate adjustments were made to the numbers to reflect changes in production levels and as otherwise required to appropriately reflect changes in underlying assumptions.

Based on the Company's evaluations the adjusted net recurring cash flow for 2020 was determined to be ($22.5) million. This resulted in 100% of target being achieved. As a result, a full weighting of 25% was achieved for this performance goal.

• Working Capital

Under this performance goal, management was required to maintain its liquid working capital balance at the end of 2020, taking into account any financings completed in 2020, within a specified range (20% of the total STIP weighting at 100% of target). Specifically, 100% of target required liquid working capital (defined as cash plus marketable securities plus accounts receivable plus the value to the Company of uranium and vanadium product inventory in salable form less accounts payable and accrued liabilities) to be between $40.0 million and $60.0 million; 150% of target required such value to exceed $60.0 million; 50% of target required such value to be less than $40.0 million but equal to or greater than $20.0 million; and 0% of target resulted if such value was less than $20.0 million.

Based on information available as of the date reviewed by the Board in January 2021, the estimated liquid working capital balance, comprised of cash and qualifying marketable securities, less an estimated amount to cover the net difference between potentially unknown or unrecorded accounts receivable, accounts payable and accrued liabilities, plus the value to the Company of uranium and vanadium product inventory in salable form as of December 31, 2020, was $46.4 million. As this amount was between $40 and $60 million, 100% of target was achieved. As a result, a full weighting of 20% was achieved for this performance goal.

• Scalability of Production

Under this performance goal, management was required to advance the Company's scalability of production, with metrics tied to achieving certain specified permitting and licensing benchmarks or milestones during the year (5% of the total STIP weighting at 100% of target). Specifically, the STIP specified 11 target permits and permitting milestones for 2020. 100% of target required that any three of the 11 permits or milestones be obtained during the year; 150% of target required that any four or more of such permits and milestones be obtained during the year; 50% of target required that any two of such permits and milestones be obtained; and 0% of target resulted if fewer than two such permits and milestones were obtained during the year.

While the Company noted some very significant permitting achievements during the 2020 year, none of the 11 specified target permits or milestones were obtained. As fewer than two of the specified target permits or milestones were obtained, 0% of target was achieved. As a result, a weighting of 0% was achieved for this performance goal, which fell short of the 5% target weighting.

• Section 232 Petition/Working Group Recommendations

Under this performance goal, management was required to continue pursuing relief under the Company's joint Petition for Relief under Section 232 of the Trade Expansion Act of 1962 from imports of uranium products that threaten national security (the "Section 232 Petition") which it filed with the U.S. Department of Commerce ("DOC") in January 2018, and to meet specified benchmarks (15% of the total STIP weighting at 100% of target). Specifically, 100% of target required that the Company continue to pursue relief under the Section 232 Petition/Working Group or other trade remedy; 150% of target required the Working Group to have recommended a trade remedy or other uranium-mining relief to the President of the United States; and 0% of target resulted if the Company did not continue pursuing relief under the Section 232 Petition/Working Group or other trade remedy.

On April 23, 2020, the Working Group issued its report entitled a "Strategy to Restore American Nuclear Energy Leadership." Stating that "the U.S. Government will take bold action to revive and strengthen the uranium mining industry" and "de-risk the fuel cycle" to counter the deliberate actions of state-owned enterprises in Russia, China and elsewhere to degrade U.S. nuclear capabilities, the Strategy to Restore American Nuclear Energy Leadership recommended:

making direct U.S. government purchases of 17 - 19 million pounds of uranium beginning in 2020 for a strategic uranium reserve (which had already been reflected in the President's fiscal 2021 budget, which contemplated expenditures of $150 million per year over a 10-year period, totaling $1.5 billion, to create this strategic uranium reserve);
ending the Department of Energy uranium bartering program that has directly competed against domestic uranium miners in the past;
supporting the DOC's efforts to extend the Russian Suspension Agreement ("RSA") to prevent dumping of Russian uranium in the U.S., and "the consideration of further lowering the cap on Russian imports under future RSA terms";
enabling the Nuclear Regulatory Commission to deny imports of fabricated nuclear fuel from Russia; and
streamlining regulatory reform and land access for uranium.

Further, on December 21, 2020, $75 million of funding for the Uranium Reserve was included in the omnibus appropriation bill passed by both houses of Congress. This key funding opens the door for the U.S. government to purchase domestically-produced uranium to guard against potential commercial and national security risks presented by the country's near-total reliance on foreign imports of uranium. The bill was signed by the President on December 27, 2020.

The Working Group's recommendation, as reflected in the federal executive fiscal 2021 budget and the $75 million appropriation for 2021, is intended to support the U.S. domestic uranium mining industry, including the Company, through purchases of uranium. The Company stands ready to benefit from this program through future production from its mines and facilities. As a result, the Working Group's recommendation is expected by the Company to have a significant positive impact on prices or revenues payable to U.S. producers, if adopted by the President.

As the Working Group recommended a trade remedy or other uranium-mining relief to the President of the United States in 2020, which is likely to have a significant positive impact on prices or revenues payable to U.S. producers if adopted by the President, 150% of target was achieved in 2020. As a result, a weighting of 22.5% was achieved for this performance goal, which exceeded the 15% target weighting.

• Subjective Component

Under this performance goal, each Senior Executive Officer is given a subjective evaluation specific to the Senior Executive Officer's particularized roles and responsibilities within the Company (20% of the total STIP weighting at 100% of target).

With respect to the Subjective Component, 150% of target was achieved by all Senior Executive Officers, which resulted in a weighting of 30% (exceeding the target of 20%) for this performance goal for all Senior Executive Officers. In making this conclusion, the Compensation Committee considered the following factors (the "2020 Subjective Factors"):

The inclusion in the former President's 2021 budget of $150 million per year over a period of 10 years to establish a strategic uranium reserve in the 2021 federal executive fiscal budget; the Working Group's report and recommendations for the proposed establishment of a national Uranium Reserve; and the $75 million appropriation by Congress, each as detailed above. Through its efforts in Washington D.C., the Company was instrumental in the establishment of the Working Group and the recommendations in its report;

o The Company's continued support for the U.S. domestic uranium industry, especially through its contributions to the renewal of the RSA. On September 14, 2020, the DOC obtained Russia's agreement to extend limits on uranium imports into the U.S. from Russia through 2040 under an extended RSA, which was an important step toward maintaining the long-term health of the U.S. uranium mining industry, especially since the expiration of the RSA at the end of 2020 could have resulted in unlimited Russian uranium imports into the U.S. The DOC won important concessions from Russia, including lower quotas starting in the mid-2020s, allowing only a portion of the quotas to be used for the sale of U₃O₈ and conversion into the U.S., and strict controls on Russian enrichment service contracts;

o The Company's initiation of its REE program, with the retention of expert consultants; the production of its first REE carbonate at the White Mesa Mill; receipt of a contract from the DOE Office of Fossil Energy and the National Energy Technology Laboratory to evaluate and develop a conceptual design to allow for the commercial production of mixed rare earth oxides from coal-based resources in an environmentally benign fashion; execution of a three-year Supply Agreement with Chemours to acquire a minimum of 2,500 tons per year of natural monazite sands; and other key negotiations and prospects;

o The acquisition from GeoInstruments Logging of all of its Prompt Fission Neutron ("PFN") technology and equipment, including all of its related intellectual property, giving the Company the exclusive right to use, license, and service this particular PFN technology globally. PFN is critical to successful uranium production particularly from many ISR deposits, as it more accurately measures downhole in-situ U₃O₈ ore grade versus traditional Total Gamma and Spectral Gamma methods;

o The May 2020 final order from the U.S. District Court for the District of Arizona in favor of the Company and the U.S. Forest Service on the one outstanding matter in the Pinyon Plain Mine litigation. While an appeal is now pending before the Ninth Circuit Court of Appeals, the District Court's ruling in favor of the U.S. Forest Service and the Company was a major achievement;

o Numerous cost-cutting measures, including placing Nichols Ranch on standby with a reduction in mandatory staffing requirements; significant reductions in personnel at the Nichols Ranch site and at the Company's Casper Wyoming office; moving the Casper office to a shared office location; closing down the Company's Egnar Office; reducing amounts payable to consultants; reducing the workforce at the White Mesa Mill; and reducing the number of senior executive officers from three to two;

o Management streamlining efforts in order to reduce costs, flatten the organizational structure, and focus on the ongoing growth of a new generation of U.S. uranium and REE professionals;

o Completion of a bought-deal financing in February 2020, pursuant to which the Company issued an aggregate of 11,300,000 common shares at a price of US$1.47 per share for gross proceeds of US$16,611,000;

o Becoming debt-free as of October 6, 2020 following the final redemption of all outstanding Cdn$20,860,000 convertible debentures; and

o A number of other notable achievements, including: falling within its 2020 production guidance, ranking the Company as the as the largest uranium producer in the U.S. and the largest primary vanadium producer in the U.S. during 2020, for the fourth consecutive year; minimizing impacts from COVID-19; publishing a Sustainability Report, along with Climate Change and Human Rights Policies and a Vendor Code of Conduct, which together describe the Company's ongoing commitment to the environment, worker health, public safety and social responsibility, including its important role in combating global climate change through producing and recycling carbon-free energy resources; a share-price gain during the year of 121.88% and a share-price gain over the last three years of 119.59%; and a number of significant administrative changes.

There were also no health or safety factors to apply to reduce the foregoing results in the 2020 year. The Company had a good safety record for 2020, with no lost-time accidents and only two reportable medical aids at its facilities.

Based on this analysis, the combined STIP performance weighting for 2020 was 120%. Accordingly, the cash bonuses awarded to Senior Executive Officers for their performance in 2020 were determined by the Compensation Committee at its January 2021 meeting to be 120% of each Senior Executive Officer's target cash bonus amount. The following table shows the resulting cash bonuses earned by the current Senior Executive Officers in 2020:

Senior Executive Officer	2020 Salary as of December 31, 2020 (US$)	Target Cash Bonus Percentage	Target Cash Bonus (US$)	STIP Performance Weighting	Actual Cash Bonus earned in 2020(US$)
Mark S. Chalmers President and CEO	$400,000	50%	$200,000	120%	$240,000
David C. Frydenlund CFO, General Counsel and Corporate Secretary	$287,116	40%	$114,846	120%	$137,815
W. Paul Goranson⁽¹⁾ COO	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Mr. Goranson ceased to be Chief Operating Officer effective August 31, 2020. His severance amount of $803,925 was paid in full satisfaction of all obligations owed to Mr. Goranson by the Company pursuant to his Employment Agreement with the Company.

The STIP applies only to the Senior Executive Officers. Cash bonuses to the other NEOs are determined at the discretion of the Compensation Committee based on the overall financial performance of the Company, levels of bonuses provided by benchmark companies, and individual performance of the NEO based on recommendations and general input from the CEO. Applying these criteria, the cash bonuses for the other NEOs for 2020, as determined in January 2021, were set at 20% of base salary for Mr. Moore, 20% of base salary for Ms. Nazarenus, and 20% of base salary for Mr. Bakken. Mr. Tarnowski, former Chief Accounting Officer and Controller of the Company, left the Company effective as of October 31, 2020, and was thus not awarded any cash bonus for the year ended December 31, 2020. His severance amount of $184,000 was paid in full satisfaction of all obligations owned to Mr. Tarnowski by the Company pursuant to his Employment Agreement with the Company.

LTIP Goals and Performance

The purpose of the LTIP, which was first adopted in January 2018, is to align performance of Senior Executive Officers with the Company's long-term (generally in excess of one year) goals and other specified criteria through awarding participants with equity awards in the form of RSUs that are a function of performance against LTIP goals. How well Senior Executive Officers perform at achieving LTIP goals determines whether the Senior Executive Officers' equity awards are at, above or below their target levels.

In January of each year, the Compensation Committee completes an LTIP matrix including goals, metrics and weightings to serve as the basis for measuring long-term performance of the Company and the participants during and at the end of the year. As with the STIP, the LTIP matrix generally contains several objective criteria as well as a subjective category. The objective performance goals generally apply equally to all Senior Executive Officers, recognizing the need for all top executives to work as a team to achieve corporate goals. The objective criteria serve as the long-term performance goals for the CEO and the top management group.

The performance metrics for the LTIP objective performance goals are generally structured so that, if the senior management team performs as expected, the mid-level (100% of target) will be achieved for each of the objective performance goals, and the target equity award level will be achieved. If performance is lower than expected for an objective performance goal, then the lower level (generally expected to be set at approximately 0-50% of target) will apply, and likewise if performance is greater than expected for the criteria, the higher level (generally expected to be set at approximately 150% of target) will apply.

The subjective evaluation for each participant is performed by the Compensation Committee, upon the recommendations of the CEO, and may take into consideration individual contributions and achievements of participants, workloads, reaction to market conditions over which the participant has no control, leadership, relationship with the Board, and other elements specific to the participant that warrant attention during the year. The target weighting of the subjective category generally does not exceed 20% of the total equity award amount for each participant, recognizing the need for all top executives to focus primarily on working as a team to achieve the objective long-term corporate goals set for the CEO and the senior management team; however, the Compensation Committee may take a higher weighting into consideration in unique circumstances where the Company's performance has been especially noteworthy or important in that year, or if otherwise considered appropriate.

The Compensation Committee determines the target equity award level for each participant; generally, to be set as a percentage of base salary at the same time it determines the LTIP matrix. Generally, the Compensation Committee sets the target equity award percent for each participant for the year by reference to the equity amounts awarded to comparable positions in the current peer group established by the Compensation Committee for the most recent year for which data is publicly available, consistent with any target equity award percentages of base salary that may be set out in the individual NEO employment agreements. The actual value of equity awarded could be lower or higher than the target equity award level depending on the Compensation Committee's actual evaluation of the long-term performance metrics for the year, as well as any information for industry trends, price level adjustments etc. that would indicate that data for the comparison year would understate or overstate the expected equity awards for comparable positions in the peer group during the year.

The LTIP also applies an overriding health and safety factor, which serves to reduce or eliminate any equity awards otherwise payable if the Company fails to meet stipulated health and safety performance criteria. The Board also has the authority to vary from the LTIP as it sees fit.

The Company believes shareholder value is primarily driven by results, both in terms of financial strength and operating measures such as production, production capability, and mineral reserve and resource growth, as well as protection of public health, safety and the environment and good corporate governance. Each executive's performance is also evaluated against expectations for fulfilling the executive's individual responsibilities and goals within his or her particular employment functions and areas of expertise, which also reflects on the executive's contribution to the Company's success in meeting its long-term objectives.

2020 LTIP Goals and Performance

As stated above, performance goals based on broad corporate-level financial performance metrics such as earnings per share, revenue growth, and earnings before interest, taxes, depreciation and amortization, are not meaningful to the Company's performance at this time. Instead, the Company sets long-term performance goals each year tailored specifically to the long-term objectives set by the Company each year. Share price performance over the year is considered to be a good long-term indicator for the Company, because it reflects the market's expectation of the Company's performance beyond the current year. However, because share price performance is highly linked to commodity price performance for companies such as the Company, this long-term performance goal has been set to compare the Company's share price performance relative to the share price performance of other comparable companies in the uranium industry (and not to the Company's peer group as a whole, which includes companies in different commodity industries), in order to standardize for commodity price fluctuations over the year. The long-term performance goal of obtaining approval in the current year for a satisfactory budget for the following year requires management to manage the Company in the current year so that the Company's expected activities in the following year meet specified criteria. Similarly, the long-term performance goal of obtaining business activities beyond the following year requires management to manage the Company in the current year to secure business activities for the second year beyond the current year. The Company believes these are the most meaningful long-term performance goals for the Company at this time.

Equity awards earned in 2020 were based on management's performance in 2020 relative to the 2020 LTIP performance goals. For 2020, the LTIP performance goals were:

• Share Price Performance

Under this performance goal, management was required to achieve a share price performance in 2020 relative to the share price performance of other publicly traded uranium mining companies with comparable market capitalizations (35% of the total LTIP weighting at 100% of target). Share price performance was determined by comparing the performance of the Company's common shares during 2020³ to the performance of other publicly traded uranium companies with market capitalizations of US$50 million or greater over the same time period. Return to shareholders was measured as the percentage increase in the Company's share price over the 2020 calendar year. Specifically, 100% of target required that the Company's share price performance during 2020 be within 50% and up to 25% of the share price performance of all such publicly traded uranium companies; 150% of target required the Company's share price performance to be within the top 25% of the share price performance of all such publicly traded uranium companies; 50% of target required the Company's share price performance to be within 75% and up to 50% of the share price performance of all such publicly traded uranium companies; and 0% of target resulted if the Company's share price performance was less than 75% of the share price performance of all such publicly traded uranium companies.

To determine the share price performance of the Company relative to publicly traded uranium companies with market capitalizations above $50 million, the Company used the opening market price as of January 2, 2020 and the closing market price as of December 31, 2020 of each publicly traded uranium company that started the year above a $50 million market capitalization.

Based on this analysis, the Company's share price performance over the 2020 year ranked second out of 12 total companies, thereby falling within the top 25% (first quartile) of publicly traded uranium companies with a market capitalization above US$50 million during the 2020 year. This resulted in 150% of target being achieved. As a result, a weighting of 52.5% was achieved for this performance goal, which exceeded the 35% target weighting.

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³For the LTIP performance goals set in January 2021 for performance in 2021, this performance goal was changed to compare the performance of the Company's common shares over the three-year period ending December 31, 2021 to the performance of other publicly traded uranium companies over the same time period, in order to provide a longer-term element to this goal.

• Obtaining Board Approval in December 2020 for a Budget for 2021

Under this performance goal, management was required to obtain Board approval in December 2020 for a budget for 2021 that met specified net recurring cash flow plus sustaining capital requirements while maintaining the Company's properties on standby for a potential future ramp-up of production (35% of the total LTIP weighting at 100% of target). The combined total of net recurring cash flow and sustaining capital are considered to represent the ongoing cash burn of the Company, so this goal was intended to result in management preparing an annual budget for 2021, for approval by the Board, which limited expected ongoing cash burn to specific amounts, while maintaining its properties on standby. In determining the net recurring cash flow and sustaining capital for any budget, the assumed spot prices of uranium and vanadium during the year were assumed to be the spot prices assumed in the budget, reasonably expected cash flows were used regardless of whether or not the cash flows were under contract at the time of approval of the budget, and no additional equity (including ATM) financing was assumed. Specifically, 100% of target required Board approval in 2020 of a budget for 2021 that resulted in an expected combined total for net recurring negative cash flow and sustaining capital for the Company in 2021 of equal to or greater than ($18.7) million and less than or equal to ($12.7) million; 150% of target required Board approval of such a budget that resulted in such negative cash flows of greater than ($12.7) million;⁴ 50% of target required Board approval of such a budget that resulted in such negative cash flows of less than ($18.7) million and greater than or equal to ($24.7) million; and 0% of target resulted if the Board approved such a budget that resulted in such negative cash flows of less than ($24.7) million.

In the Company's approved Business Plan and Budget for 2021, the net recurring negative cash flows plus sustaining capital for 2021 were ($18,359,690), which was more than ($18,709,967) and less than or equal to ($12,709,967). This resulted in 100% of target being achieved. As a result, a weighting of 35% was achieved for this performance goal, which met the 35% target weighting.

• Securing Future Business Activities

Under this performance goal, management was required to secure additional activities that were expected to result in a net cash increment to the Company beyond 2021 (10% of the total LTIP weighting at 100% of target). Specifically, 100% of target required the Company to pursue additional activities that were expected to result in a net cash increment to the Company beyond 2021; 150% of target required the Company to secure additional activities that were expected to result in a net cash increment to the Company beyond 2021 of $5 million or greater over any two-year period within the following five years; 0% of target resulted if the Company did not pursue any such additional activities.

During 2020, the Company pursued additional activities that are expected to result in a net cash increment to the Company beyond 2021, such as: having previously secured a low-grade ore processing contract, which is currently expected to result in revenues during 2022 and 2023 of at least $420,000 in total; having secured a contract with The Chemours Company for the acquisition of a minimum of 2,500 tons of monazite sands per year over the three-year period ending on December 7, 2023; submitting offer letters to third parties for the purification and concentration of uranium product; and ongoing discussions with third parties regarding further alternate feed processing opportunities.

As a result, as of December 31, 2020, the Company had "secured" additional activities that are expected to result in a net cash increment to the Company in 2022 and 2023 of a minimum of $2,114,370 to $3,850,898. For purposes of this performance goal, "secure" means having a signed term sheet, letter of intent, purchase order, bid award, definitive agreement, or other evidence satisfactory to the Compensation Committee. Such amounts, however, do not exceed the 150% LTIP goal of $5,000,000 or greater over any two-year period within the next five years beyond 2021.

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⁴For the LTIP performance goals set in January 2021 for performance in 2021, in order to achieve 150% of this performance goal, management must obtain Board approval in 2021 of a budget for 2022 that results in an expected combined total for net recurring cash flow and sustaining capital for the Company in 2022 of better than the greater of: (A) 21.55% more than the actual net recurring cash flow and sustaining capital budgeted for three years prior (i.e., the budget for 2019 approved in December 2018); and (B) 5% more than the net recurring cash flow and sustaining capital budgeted for the Company in 2021, in order to provide a longer-term element to this goal.

This resulted in 100% of target being achieved. As a result, a weighting of 10% was achieved for this performance goal, which met the 10% target weighting.

• Subjective Component

Under this performance goal, each Senior Executive Officer was given a subjective evaluation specific to the Senior Executive Officer's particularized roles and responsibilities within the Company (20% of the total LTIP weighting at 100% of target).

With respect to the Subjective Component, 150% of target was achieved by all Senior Executive Officers, which resulted in a weighting of 30% for this performance goal for all Senior Executive Officers. In making this conclusion, the Compensation Committee considered the 2020 Subjective Factors described under 2020 STIP Goals and Performance above.

There were also no health or safety factors to apply to reduce the foregoing results in the 2020 year. As stated above, the Company had a good safety record for 2020, with no lost-time accidents and only two reportable medical aids at its facilities.

Based on this analysis, the combined LTIP performance weighting for 2020 was 127.5%. Accordingly, the equity awards granted to Senior Executive Officers for their performance in 2020 were determined by the Compensation Committee at its January 2021 meeting to be 127.5% of each Senior Executive Officer's target equity award amount. The following table shows the resulting equity awards (in the form of RSUs) to the Senior Executive Officers for 2020:

Senior Executive Officer	2020 Salary as of December 31, 2020 (US$)	Target Equity Award Percentage	Target Equity Award (US$ value of RSU grants)	LTIP Performance Weighting	Actual Equity Awarded for 2020 (US$ value of RSU grants)
Mark S. Chalmers President and CEO	$400,000	100%	$400,000	127.5%	$510,000
David C. Frydenlund CFO, General Counsel and Corporate Secretary	$287,116	80%	$229,693	127.5%	$292,858
W. Paul Goranson⁽¹⁾ COO	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Mr. Goranson ceased to be Chief Operating Officer effective August 31, 2020. Mr. Goranson's severance amount of $803,925 was paid in full satisfaction of all obligations owned to him by the Company pursuant to his Employment Agreement with the Company.

The LTIP applies only to the Senior Executive Officers. Equity awards to the other NEOs are determined at the discretion of the Compensation Committee based on the overall financial performance of the Company, levels of equity awards provided by benchmark companies, the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of the Company, and individual performance of the NEO based on recommendations and general input from the CEO. Applying these criteria, the equity awards (in the form of RSUs) for the other NEOs for 2020 were set at 40% of base salary for Mr. Moore, 40% of base salary for Ms. Nazarenus, and 40% of base salary for Mr. Bakken. Mr. Tarnowski, former Chief Accounting Officer and Controller of the Company, left the Company effective October 31, 2020, and was thus not awarded any equity award for the year ended December 31, 2020. His severance amount of $184,000 (less applicable tax withholdings and other deductions as required by law) was paid in full satisfaction of all obligations owned to him by the Company pursuant to his Employment Agreement with the Company.

Consideration of Risks Associated with Compensation Policies

Compensation Policies and Practices

The Compensation Committee considers the implications of risks associated with compensation policies and practices by working closely with the CEO. The CEO is tasked with ensuring that: (i) fair and competitive practices are followed regarding employee compensation at all levels of the Company; (ii) the compensation practices do not encourage an NEO or individual at a principal business unit or division to take inappropriate or excessive risk or that are reasonably likely to have a material adverse effect on the Company; and (iii) compensation policies and practices include regulatory, environmental compliance and sustainability as part of the performance metrics used in determining compensation. The CEO's recommendations on these matters are taken into consideration by the Compensation Committee when reviewing and recommending to the Board the Company's compensation policies.

Restrictions on Hedging Transactions

The Company has in place an Insider Trading Policy, to be reviewed and approved by the Board annually, which includes a section on "Hedging Transactions" that restricts NEOs and directors from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, which are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Claw-Back Policy

The Company has adopted an Incentive Compensation Claw-Back Policy (the "Claw-Back Policy") which applies to all short-term and long-term cash and equity incentive compensation including, without limitation, cash bonus compensation and equity grants made under the Company's Omnibus Equity Incentive Compensation Plan, STIP, LTIP and/or Board or Company discretion (collectively, "Incentive Compensation"). The Claw-Back Policy applies to all current and former executive officers and salaried management personnel who are or were eligible to receive Incentive Compensation from the Company (the "Senior Employees").

Under the Claw-Back Policy, the Board may, in its sole discretion, to the full extent permitted by governing laws and to the extent it determines that it is in the Company's best interest to do so, seek reimbursement, reduction, cancelation, forfeiture, repurchase, recoupment and/or offset against future discretionary grants or awards, in whole or in part, of Incentive Compensation from the Senior Employee in situations where:

(a) the amount of Incentive Compensation received by the Senior Employee was calculated based upon, or contingent on, the achievement of certain financial results that were subsequently the subject of or affected by a material restatement of all or a portion of the Company's financial statements;

(b) the amount of Incentive Compensation received by the Senior Employee was calculated based upon, or contingent on, the achievement of certain financial or other target goals that were subsequently found to have been the subject of or affected by a material misstatement or miscalculation;

(c) the Senior Employee engaged in gross negligence, intentional misconduct or fraud that caused or partially caused the need for the restatement referred to in paragraph (a) or the misstatement or miscalculation referred to in paragraph (b); or

(d) the Incentive Compensation received by the Senior Employee would have been lower had the financial results contemplated by paragraph (a) been properly reported or had the misstatement or miscalculation contemplated by paragraph (b) not occurred.

Such reimbursement, reduction, cancellation, forfeiture, repurchase, recoupment and/or offset against future discretionary grants or awards shall not exceed the amount by which the Incentive Compensation received by such Senior Employee, and amounts paid or payable pursuant or with respect thereto, exceeded that which the Senior Employee would have received had the financial results been properly reported or absent the misstatement or miscalculation.

All Senior Employees are required to acknowledge and agree to comply with the Claw-Back Policy.

Performance Graph

The performance graph below shows Energy Fuels' cumulative total 5-year return based on an initial investment of $100 in Energy Fuels Common Shares beginning on December 31, 2016, as compared with the Russell 2000 Index, NYSE American Natural Resources Index, NYSE Composite, NASDAQ Composite, and a peer group consisting of Cameco, NexGen Energy, Fission Uranium, Uranium Energy Corp, Ur-Energy, Paladin Energy, GoviEx Uranium, Denison Mines, Deep Yellow Ltd., Energy Resources of Australia and Boss Resources. The chart shows yearly performance marks over a five-year period. This performance chart assumes: (1) $100 was invested on December 31, 2016 in Energy Fuels common shares along with the Russell 2000 Index, NYSE American Natural Resources Index, NYSE Composite, NASDAQ Composite, and the peer group's common stock; and (2) all dividends are reinvested. Dates on the chart represent the last trading day of the indicated fiscal year.

Notes:

(1) This peer group represents a broad range of companies operating within the U.S. uranium industry generally and is distinct from the more select peer group used for the Company's executive officer compensation decisions as reported in this Circular, including the January 2020 Peer Group and January 2021 Peer Group.

	December 31, 2016	December 31, 2017	December 31, 2018	December 31, 2019	December 31, 2020
Energy Fuels Inc.⁽¹⁾	$1.64	$1.79	$2.85	$1.91	$4.26
Value of $100 Investment	$100.00	$109.15	$173.78	$116.46	$259.76
NYSE Composite Index	$11,056.90	$12,808.84	$11,374.39	$13,913.03	$14,542.80
Value of $100 Investment	$100.00	$115.84	$102.87	$125.83	$131.36
Russell 2000 Index	$1,357.13	$1,535.51	$1,348.56	$1,668.47	$1,974.86
Value of $100 Investment	$100.00	$113.14	$99.37	$122.94	$145.52
NASDAQ Composite - Total Returns	$6,173.43	$8,054.83	$7,929.97	$10,656.63	$15,272.97
Value of $100 Investment	$100.00	$130.48	$128.45	$172.62	$247.40
NYSE MKT Natural Resources Index	$368.31	$369.70	$328.48	$351.92	$320.54
Value of $100 Investment	$100.00	$100.38	$89.19	$95.55	$87.03
Peer Group Value of $100 Investment	$100.00	$123.45	$114.54	$87.16	$158.37

Notes:

(1) All dollar amounts are in U.S. dollars.

The Company's compensation to executive officers has generally increased during the five most recently completed fiscal years, in part due to the competition among organizations operating in the natural resources sector to attract and retain the best possible executives, who are uniquely positioned through their experience and expertise to provide leadership during economic downturns and to maximize on any interim opportunities to increase shareholder value and boost production. However, in 2020, no increases were made from 2019 levels of executive and director compensation.

The total cumulative shareholder return for an investment in the Common Shares decreased over the first two years of the same five-year period, due in part to the Fukushima natural disaster that occurred in March 2011 and the resulting decrease in uranium prices since that time. The total shareholder return started to increase again in 2018 with a 59% increase in the Company's share price as of the 2018 year-end. Then, in 2019, the Company's share price fell off by approximately 33% during the year, due in large part to the July 12, 2019 decision of the now-former President of the United States to deny the Company's Section 232 Petition's request for trade relief and to instead form the U.S. Nuclear Fuel Working Group in order "to ensure a comprehensive review of the entire domestic nuclear supply chain." In 2020, however, the Company experienced a share-price gain of 121.88%, which constituted a share-price gain over the last three years of 119.59%.

Equity Incentive Awards

A 2013 stock option plan (the "2013 Option Plan") had been used for the grant of stock options prior to 2015. The Equity Incentive Plan was adopted in January 2015 and amended and re-approved by shareholders in 2018, and provides for the award of stock options, SARs, restricted stock and RSUs, deferred share units, performance shares, performance units, and stock-based units, at the discretion of the Board. The 2013 Option Plan was terminated upon adoption of the Equity Incentive Plan, and all stock options previously granted pursuant to the 2013 Option Plan which were then outstanding were incorporated into the Equity Incentive Plan and treated as Awards under the Equity Incentive Plan.

The Equity Incentive Plan describes all of the types of equity compensation that may be awarded by the Board and gives the Board broad discretion with respect to equity grants to all directors, officers, employees and consultants of the Company. The LTIP applies only to Senior Executive Officers and sets out the performance goals that must be met by senior management in connection with any such grant of equity.

In 2020, RSUs were granted to all Directors, Executive Officers and other senior management personnel, and stock options were granted to other Company employees.

As discussed above, equity awards are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of the Company. All equity grants are approved by the Board, based on recommendations from the Compensation Committee. Generally, in determining the equity incentive awards to be granted to the NEOs, equity grants are set at competitive levels relative to equity awards granted by the peer group as a percent of base salary, consistent with any equity award targets that may be set out in the NEO's employment agreements, and recognizing the level of experience and seniority of the Company's senior management team, in order to provide incentive to improve the retention of executives. The Board may also take into account the Compensation Committee's recommendation to the Board and the Board's assessment of the performance of the Company overall, the Company's specific projects and the NEO's individual contribution to that performance. Equity incentives granted to NEOs may be made subject to specific vesting requirements which may include vesting over a particular period of time or in response to the achievement of performance-based metrics.

Summary Compensation Table

The following table shows the compensation earned by each of the Company's NEOs over the last three fiscal years. The compensation of the NEOs is paid and reported in U.S. dollars.

					Non-Equity Incentive Plan Compensation (US$)
Name and Principal Position	Year	Salary (US$)	Share- Based Awards (US$)⁽¹⁾	Option- Based Awards (US$)⁽²⁾	Annual Incentive Plans⁽³⁾	Long- Term Incentive Plans	Pension Value (US$)	All Other Compensation (US$)⁽⁴⁾⁽⁵⁾	Total Compensation (US$)
Scott A. Bakken, Vice President, Regulatory Affairs⁽⁶⁾	2020

SEC Form DEF 14A filed by Energy Fuels Inc