ENERGY FUELS INC

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

(AMENDMENT NO. ___)

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** ENERGY FUELS INC. **

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PROXY STATEMENT

April 24, 2024

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON TUESDAY, JUNE 11, 2024

LETTER FROM THE INDEPENDENT CHAIR

DEAR FELLOW SHAREHOLDERS,

On behalf of Energy Fuels’ Board of Directors, I am pleased to invite you to the 2024 annual and special meeting of shareholders, to be held on Tuesday, June 11, 2024 by way of a live audio webcast with integrated slides and real-time balloting. Our Proxy Statement, which you will find starting onpage 4, offers useful information regarding this year’s items of business, details on how to attend and participate in the virtual meeting and how to cast your vote by proxy or virtually during the meeting.

As we had hoped, Energy Fuels continues to make excellent progress in creating a U.S. critical minerals hub for the production of uranium, rare earth elements (“REEs”), vanadium and, potentially, radioisotopes for the development of medical isotopes utilized in targeted alpha therapies (“TAT”) to fight cancer. Energy Fuels has been the largest producer of uranium in the U.S. for the past several years – a status we proudly work to maintain, having ramped up three of our conventional uranium mines back into production since December 2023, with other sites, including our Nichols Ranchin-situ recovery (“ISR”) plant in Wyoming, being prepared tocome back into production, as well, if strong market conditions continue as expected. We are also producing advanced rare earth materials in the U.S. while moving further down the rare earth supply chain.

We believe our business diversification efforts will serve to protect our shareholders during economic downturns in a given commodity and put us in a unique position to quickly shift our focus to maximize opportunities in the uranium, vanadium and REE industries as they present, all while contributing to our big picture goal of expanding as a U.S.-based critical minerals hub that the western world can rely upon for products that are safely and responsibly produced.

We are particularly pleased to share with you our initial successes through the San Juan County Clean Energy Foundation (the “Foundation”). Already, it has made a meaningful impact in the region in Utah where our White Mesa Mill (the “Mill”) is located through numerous grants awarded on the recommendations of our community-lead Advisory Board. All Advisory Board members are San Juan County, Utah residents actively engaged in their local communities and well-positioned to direct the Foundation’s grants to where they are most needed and will make the largest impacts. As of today, the Foundation has awarded 18 grants totaling $333,000, of which $251,070 has been put to American Indian initiatives. Ultimately, we aim to establish the Mill as a longstanding contributor to the region that fosters opportunity, community and an improved quality of life for local residents, while at the same time flourishing as a critical minerals hub focused on multiple clean energy solutions. All of us at Energy Fuels believe this is a very exciting time for the Company, and we look forward to sharing our developing initiatives with you!

WHO WE ARE

Energy Fuels responsibly produces several of the raw materials needed for clean energy and advanced technologies, including uranium, REEs and vanadium, and has been the leading U.S. producer of both uranium and vanadium since 2017. In fact, our assets have produced approximately 63% of all U.S. uranium produced from 2017 to-date. Through all our endeavors, we remain dedicated to the production of uranium as our primary product, as it ultimately becomes the fuel for clean, carbon-free nuclear energy, which is critical to meaningfully combating climate change.

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Our Mill, the only fully licensed and operating conventional uranium mill in the United States today, is uniquely equipped to accept radioactive ores (such as from local mines, as well as monazite sands from elsewhere in the United States and around the world, which have often been treated by other industries as a waste product due to their hard-to-handle radioactive properties) for processing for their uranium and other mineral content. Because of this, we are additionally able to make REE and vanadium products sourced from uranium-bearing ores in order to supply the raw materials used to make several clean energy technologies possible, including electric vehicles ("EVs"), grid-scale batteries and renewable energy technologies. Notably, vanadium and REEs are 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. national security interests. Uranium is likewise critical to these functions.

Thus, it is the very heart of our business - uranium - that makes it possible for us to diversify even further and meaningfully contribute to multiple green technologies, be it through our promising new commercial REE business, where we continue to make significant strides, or through the potential recovery of radioisotopes from our existing uranium process streams needed for emerging TAT cancer treatments.

In addition to being highly regulated with facilities constructed, operated and bonded to rigorous standards designed to ensure public health, safety and protection of the environment (including through post-operational reclamation), we also have internal procedures in place that are designed to ensure we actually exceed those standards to the fullest extent reasonably achievable. It is our record on safety, as well as our contributions to environmental sustainability and our efforts in helping medical advancements succeed, that make us who we are - a proud, modern energy source company working to improve lives through conscientious corporate governance.

Our recent decision to ramp up uranium production in 2024 was driven by several favorable market and policy factors, including strengthening spot and long-term uranium prices, increased buying interest from U.S. nuclear utilities, U.S. and global government policies supporting nuclear energy to address global climate change, and the need to reduce U.S. reliance on Russian and Russian-controlled uranium and nuclear fuel. Underscoring these positive trends, attendees at the recently concluded World Climate Action Summit of the 28th Conference of the Parties of the U.N. Framework Convention on Climate Change Summit ("COP28"), hosted in late 2023, emphasized the need for more nuclear energy, fueled by uranium, to lower global carbon emissions and help address climate change. According to a December 1, 2023 U.S. Department of Energy ("DOE") news release, more than 20 countries on four continents, including the U.S., pledged to triple nuclear energy output by 2050, recognizing "the key role of nuclear energy in achieving global net-zero greenhouse gas emissions by 2050 and keeping the 1.5-degree goal within reach."

Indeed, in 2023, we successfully sold 300,000 pounds of U 3 O 8 to the U.S. Uranium Reserve Program for $18.47 million, as well as an additional 260,000 pounds of U 3 O 8 into our portfolio of long-term contracts with three major U.S. nuclear utilities (which extend through 2030) for a weighted-average sales price of $59.42 per pound. We also continue to seek additional long-term contracts with other utilities at higher prices than those previously signed. Based on these three utilities contracts, Energy Fuels has advanced its Pinyon Plain uranium mine into production and is now actively mining ore, with milling of the ore expected to commence in late 2024.

Further, resources have been deployed to our La Sal and Pandora Mines in southern Utah to assist with production activities, which began in late 2023. We expect to have both these conventional uranium mines at full production by mid-year 2024. Once production is fully ramped up at these mines, the Company expects to be producing uranium at a run-rate of 1.1 to 1.4 million pounds per year.

Along with the sites currently in production, we are actively preparing two additional mines in Colorado and Wyoming (Whirlwind and Nichols Ranch) for expected production within one year. If strong market conditions continue as expected, we believe the Whirlwind and Nichols Ranch mines could potentially increase our uranium production to a run-rate of over two million pounds of U 3 O 8 per year as early as 2025. We are also advancing permitting and development on the Roca Honda, Sheep Mountain and Bullfrog projects, which could even further expand our uranium production to a run-rate of up to five million pounds of U 3 O 8 per year in the coming years in response to strong uranium market conditions. Also in 2024, we intend to commence an ore buying program from third-party miners to further bolster our uranium production profile.

Over the years, Energy Fuels has consolidated what we believe are 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. Having this broad asset base allows us to focus on our higher priority projects while maintaining the ability to monetize some or our lower priority projects as opportunities may arise.

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To this end, on February 15, 2023, we announced the successful closing of the sale of our Alta Mesa ISR Project, which we acquired in 2016 for approximately $12.7 million, to enCore Energy Corp. for total consideration of over $120 million. This sale provided us with significant additional cash and working capital, enabling us to focus our full attention on our higher priority uranium and REE projects while avoiding dilution to you - our shareholders.

On the REE front, we are pushing ahead with our phased-in effort to establish a fully integrated domestic REE supply chain with other industry partners, having hit the ground running when we ramped up to commercial production of a mixed REE carbonate (“RE Carbonate”) as a byproduct of our uranium recovery process in 2021. This resulted in the production and sale of commercial quantities of RE Carbonate at the Mill, which we have been sending off-site for separation into individual REE oxides. We are now very pleased to announce that we have successfully completed construction of a new circuit, which will be commissioned in Q2 2024, and which we expect will allow us to produce separated neodymium/praseodymium (“NdPr”) oxides and a “samarium-plus” heavy RE Carbonate at the Mill on a commercial basis, rather than sending RE Carbonate off-site for separation. This effort represents the second stage of the fully integrated domestic REE supply chain we are working to establish (collectively referred to as “Phase 1”).

We are also looking to expand our Phase 1 REE separation capability in 2027/28 through the addition of a larger stand-alone separation facility at the Mill (referred to as “Phase 2”), which would also allow us to produce separated dysprosium (“Dy”), Terbium (“Tb”) and potentially other REE materials at the Mill (referred to as “Phase 3”) from monazite and other REE process streams. NdPr, Dy and Tb are the main magnetic REE oxides used in the powerful neodymium-iron-boron magnets that power the most efficient EVs, along with uses in wind turbines and other clean energy and defense technologies.

In addition, we are currently in discussions with several sources of natural monazite to secure additional supplies of monazite sands by acquisition of resources, offtake or otherwise, which, if successful, would be expected to allow us to further increase our REE production. Notably, in February 2023, Energy Fuels completed its purchase of the South Bahia Project (the “Bahia Project”) in Brazil – a major steppingstone in our developing REE business line. The Bahia Project is a well-known heavy mineral sands (“HMS”) deposit that has the potential to supply natural monazite sand concentrate to the Mill for decades for processing into high-purity REE oxides and other materials. While our primary interest in acquiring the Bahia Project is the REE-bearing monazite, the Bahia Project is also expected to produce large quantities of high-quality ilmenite and rutile (titanium) and zircon (zirconium) minerals, which are currently in demand. The uranium contained in the monazite will also be recovered at the Mill.

On December 27, 2023, we announced our entry into of a non-binding Memorandum of Understanding (“MOU”) with Astron Corporation Limited (“Astron”) to jointly develop the Donald Rare Earth and Mineral Sands Project located in the Wimmera Region of the State of Victoria, Australia. The Donald Project is a critical mineral deposit that we believe could provide us with another near-term, low-cost, and large-scale source of monazite sand that would be transported to the Mill for processing into REE oxides and other advanced REE materials and for the recovery of the contained uranium. Under the MOU, Energy Fuels would have the right to earn up to a 49% interest in the project by spending up to AUS$180 million (approximately $117 million at current exchange rates) based on the achievement of certain project milestones over the next two years. As most licenses and permits for the project are in place (i.e., at an advanced stage of completion), we expect that the Donald Project could soon be a new, long-term source of several critical minerals key to the clean energy transition, including REEs, titanium, zirconium and uranium. We are currently conducting due diligence and negotiating definitive agreements with Astron under an exclusivity period that has been extended to April 30, 2024.

Just this week, on April 21, 2024, we announced our entry into of a definitive agreement with Base Resources Limited (ASX:BSE / AIM:BSE) (“Base Resources”) to acquire 100% of the issued shares of Base Resources in consideration for the issuance of shares by Energy Fuels and the payment of a special dividend by Base Resources, for a total equity value of approximately AUS$375 million. Base Resources’ Toliara project in Madagascar is an advanced-stage, low-cost and large-scale HMS project. In addition to its stand-alone ilmenite, rutile (titanium) and zircon (zirconium) production capability, the project also contains large quantities of monazite. Once all Madagascar government approvals are obtained and the project is developed and placed into production, the monazite from the Toliara project is expected to be able to provide a large portion of the raw materials needed for our expanding REE oxide production facility at the Mill, as well as provide a low-cost uranium stream for the Company. As part of this acquisition, we are also expected to retain Base Resources’ proven leadership and HMS operations team, which has an exceptional record of responsible asset development, construction, commissioning and profitable operations in Africa. The Base Resources team is expected to not only continue to oversee the development and operation of the Toliara project, but also to enhance our HMS teams in Australia and Brazil, thus allowing the Company to maximize the value of all projects to you, our shareholders.

Beyond uranium and REEs, Energy Fuels is also the largest conventional producer of vanadium in the U.S. 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 and other sources. Our 1.8 million pounds of 2019 vanadium production came from tailings recycled at the Mill, meaning that no additional mining was required in order to obtain this finite resource.

We also remain engaged in an effort to close critical gaps in the procurement of medical isotopes for TAT cancer treatments. We are evaluating the feasibility of recovering radium from Energy Fuels' existing uranium process streams at the Mill. Recovered radium would then be sold to pharmaceutical companies and others to produce some of the leading medically attractive TAT isotopes for emerging cancer treatments that are currently in the development and approval processes. Existing supplies of radium for TAT applications are in short supply, and methods of production are costly and currently cannot be scaled to meet the demand created as new drugs are developed and approved. This is a major roadblock in the research and development of new TAT drugs as pharmaceutical companies wait for scalable and affordable production technologies to become available. Under this initiative, if successful, we have the potential to recover valuable isotopes from the Mill's existing process streams, thereby recycling back into the market material for use in treating cancer that would otherwise be lost to disposal.

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Finally, we demonstrate our commitment to environmental protection, not only through extensive environmental monitoring and compliance, but also through our uranium and vanadium recycling programs and legacy cleanup efforts. 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 direct disposal. We are also in active discussions regarding potential land cleanup work on third-party abandoned uranium mines ("AUMs") throughout the western U.S. We encourage you to read our corporate policies on corporate governance and social and environmental responsibility. These documents, which are available on our corporate website under "Governance" (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 pursuant to the Company's Core Values. These Core Values are the foundational pillars on which everything we do is built, and we believe that they are essential for the long-term success of Energy Fuels and for maximizing shareholder value.

OUR CORE VALUES

In every facet of 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 principles of sustainable development above all else.Whenever issues of safety conflict with other corporate objectives, safety is the first consideration.

(b) Governance

Energy Fuels is committed to the highest standards of corporate governance and practice with strict adherence to all applicable laws and regulations. Energy Fuels reviews its 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.

(c) National Security & Critical Supply Chains

The Mill is the only operating uranium mill in the U.S., the only primary production facility for vanadium in the U.S., the only production facility for RE carbonate from monazite sands and potentially other feeds and will soon become the only production facility for separated REE oxides in the U.S., also potentially capable of producing life-changing radioisotopes if the Company’s TAT efforts prove successful. Vanadium and REEs are considered to be critical minerals in the U.S. at this time, and uranium has recently been considered to be a critical mineral. The Company recognizes the importance of the Mill, its ISR facility and conventional 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.

Our continued efforts taken toward becoming a U.S.-based critical minerals hub that the western world can rely upon for products safely and responsibly produced, which are at all times guided by our strong core values, truly set us apart from others in the industry. Your input as a shareholder is greatly valued, and we urge you to take the time to participate in this year's Meeting and vote, and to reach out to the Company to create an open dialogue and lasting relationships.

The Board of Directors and I thank you for your continued support.

Sincerely,

/s/ J. Birks Bovaird

Chair of the Board of Directors

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NOTICE OF ANNUAL AND SPECIAL MEETING

OF SHAREHOLDERS TO BE HELD ON

TUESDAY, JUNE 11, 2024

TO THE HOLDERS OF COMMON SHARES:

Notice is hereby given that an annual and special meeting (the "Meeting") of the holders of common shares ofEnergy Fuels Inc.(the "Company") will be held by way of a live audio webcast athttps://web.lumiconnect.com/255057223 using the password "ef2024" (case sensitive) on Tuesday, June 11, 2024 at 10:00 a.m. (Mountain Daylight Time or "MDT") 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; and

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.

In order to make the Meeting as convenient as possible for our shareholders, the Company will again be hosting an entirely virtual annual meeting of shareholders in 2024.

The Meeting will be conducted as a virtual meeting of shareholders by way of a live audio webcast through the Lumi/Equiniti Virtual AGM platform (the "Virtual Platform"). You can attend the Meeting online athttps://web.lumiconnect.com/255057223 by clicking "I have a control number" and then entering your unique 11-digit control number located on yourNotice of Internet Availability of Proxy Materials (the "Notice") and the password*** ***"ef2024" (case-sensitive). You will have the ability to submit questions during the Meeting via the Meeting website. Guests in attendance at the Meeting will also be able to submit questions directly through the Virtual Platform, which may be answered at the Company's discretion during the course of the Meeting.

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

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

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

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The notice-and-access provisions of Rule 14a-16 are a set of rules developed by the United States Securities and Exchange Commission (the "SEC") that reduce the volume of materials that must be physically mailed to shareholders by allowing the Company to post the Proxy Statement and any additional materials online. Beneficial Owners will be sent the Notice at least 40 calendar days prior to the Meeting date, including instructions on how to access all materials identified in the Notice, which will be publicly accessible and free of charge on the Company's website as specified in the Notice. Security holders may choose to additionally receive a paper or e-mail copy of (i) the proxy materials, including the Notice, Proxy Statement, and Form of Electronic Proxy Card; and (ii) the Company's Annual Report, at no charge, with the Notice specifying that security holders should make their requests by no later than May 30, 2024 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 Proxy Statement carefully and in full prior to voting, as the Proxy Statement has been prepared to help you make informed decisions on the matters to be acted upon. The Proxy Statement is available on the website of the Company's transfer agent, Equiniti Trust Company, LLC ("Equiniti," f/k/a American Stock Transfer & Trust Company, LLC) athttp://www.astproxyportal.com/ast/23865/, and under the Company's SEDAR profile atwww.sedarplus.ca and on EDGAR atwww.sec.gov. Any shareholder who wishes to receive a paper copy of the proxy materials or Annual Report should contact Equiniti at 888-Proxy-NA (888-776-9962) or 718-921-8562 (for international callers outside of the United States) or by e-mail toinfo@astfinancial.com or online athttps://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials. Shareholders may also use the toll-free number noted above to obtain additional information about theNotice of Internet Availability of Proxy Materials.

Shareholders who cannot attend the Meeting may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy card and are described in the Proxy Statement. To be valid, proxies must be received by Equiniti by mail if a proxy card is requested in advance, in the envelope provided; or toll-free by telephone to 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries (please have your proxy card available when you call); or by internet voting throughwww.voteproxy.com by following the on-screen instructions or by scanning the QR code located on your Proxy Voting Instructions with your smartphone; or through an e-Consent if you enroll with Equiniti atwww.astfinancial.com, in each case by no later than 11:59 p.m. (Eastern Daylight Time, or "EDT") on June 10, 2024, or if the Meeting is adjourned, no later than 11:59 p.m. (EDT) on the day just prior to the day on which the Meeting is adjourned.

We encourage you to log into the Meeting at least 15 minutes prior to the commencement of the Meeting. You may begin to log into the Meeting Virtual Platform beginning at 9:00 a.m. (MDT) on June 11, 2024. The Meeting will begin promptly at 10:00 a.m. (MDT) on June 11, 2024. If you encounter any difficulties with the Virtual Platform on the day of the Meeting, please go tohttps://go.lumiglobal.com/faq for frequently asked questions and click on the support button for assistance. Support will be available starting at 7 am (MDT) on June 11, 2024 and will remain available until the Meeting has finished.

Dated at Lakewood, Colorado, USA this 24th day of April 2024.

BY ORDER OF THE BOARD

/s/ Mark S. Chalmers

President and Chief Executive Officer

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PROXY STATEMENT OF ENERGY FUELS INC.

(the "Proxy Statement")

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