ENERGY FUELS INC
For the period ended Jun 11, 2025. Filed Apr 23, 2025.
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Jun 11, 2025 · Filed Apr 23, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PROXY STATEMENT
April 23, 2025
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 11, 2025
Dear Fellow Shareholders,2024 was a foundational year for Energy Fuels, as we laid the groundwork to expand our uranium business into what we believe will become one of the most important critical minerals companies in the United States. Through the achievement of multiple significant milestones in 2024, we considerably advanced our diversification strategy, which has the potential to secure leading positions in multiple high-growth and in-demand critical commodity markets over the coming years, while at the same time expanding our position as a leading U.S. uranium producer.
It is such an exciting time for Energy Fuels and its shareholders, and we strive to keep you informed and engaged at every step along the way.
It is therefore with great pleasure that I invite you, my fellow shareholder, on behalf of the Energy Fuels Board of Directors, to the 2025 annual and special meeting of shareholders (the "Meeting") to be held on Wednesday, June 11, 2025. The Meeting will again be held via a live audio webcast with integrated slides and real-time balloting. Our Proxy Statement, beginning on page 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. The Meeting is also an excellent opportunity to hear from President and Chief Executive Officer Mark Chalmers, who will give his corporate presentation after the official business, and to pose your questions to the management team in a live setting.
Strategic Perspective
We are an established U.S. uranium producer with the only operating and fully licensed uranium mill in the U.S., three uranium mines currently in production, and a pipeline of other mines and properties on standby or in permitting or development that are being maintained and advanced to provide long-term, large-scale uranium production as market conditions warrant. However, not content resting on our laurels, we are always striving to improve long-term value to our shareholders, customers and employees. To this end, we are implementing a commodity-diversification strategy aimed at delivering significant long-term, high margin cashflows while buffering our exposure to the market challenges posed by reliance on a single commodity. This involves creatively leveraging our existing expertise and valuable facilities, licenses and permits to expand our product lines.
Our innovative strategy hinges on producing valuable materials from ores and raw materials that naturally contain uranium (or that are co-located with such feedstocks) and maximizing the processing power of our White Mesa Mill (the "White Mesa Mill" or "Mill") to produce uranium, rare earth elements ("REEs") and vanadium products, as well as potentially the radium needed to create radioisotopes utilized in cancer-fighting targeted alpha therapies ("TAT"). Our REE processing at the Mill is being fed from monazite derived from heavy mineral sands ("HMS") ores, that also provide a low-cost source of uranium. The Company will also recover other HMS products (e.g., titanium and zirconium minerals) from our HMS ores at other Company facilities.
We have been implementing this strategy since 2021, first having demonstrated our ability to commercially produce a mixed REE carbonate first from monazite ores and most recently through the production of separated REE oxides at our state-of-the-art REE separation facilities at the White Mesa Mill, which were commissioned in 2024. To further secure our supply of REE feedstock and to control future costs, Energy Fuels expanded into the mature HMS mining industry in 2023. The HMS industry primarily targets titanium and zirconium minerals, including ilmenite, rutile and zircon, but HMS mines also produce monazite as a low-cost byproduct, presenting a potentially significant cost advantage for Energy Fuels. Monazite concentrate from HMS mines is a superior feedstock for REE production due to its higher grades and excellent distribution of both "light" and "heavy" rare earth oxides, including "magnet" oxides such as neodymium, praseodymium, terbium, dysprosium, samarium and others needed for critical defense technologies.
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In time, we expect our new HMS business to offer consistent revenue and free cashflow to add to our existing and expanding uranium and REE oxide revenues, thereby enhancing Energy Fuels' future potential profits and cashflows.
Through this strategy, we are not only diversifying our revenue sources but are also providing critical minerals that are important for national security and technological growth.
Asset-Rich Company
Energy Fuels has been the largest U.S. producer of uranium for the past several years. Indeed, uranium remains the foundation of our business as the touchstone of all our other business lines, which have one key element in common with uranium: a need for the responsible handling of radioactive content. This is a need that we are positioned to meet by first and primarily extracting uranium from our Mill feedstocks before moving on to their secondary extractive applications. We are actively mining uranium ore from our high-grade Pinyon Plain mine in Arizona and our La Sal Complex in Utah. We are also preparing our fully permitted Nichols Ranchin situ recovery ("ISR") facility in Wyoming and our Whirlwind mine in Colorado for potential restarts as markets continually improve, and we are advancing three other large uranium deposits toward production later this decade, including Roca Honda in New Mexico, Sheep Mountain in Wyoming and Bullfrog in Utah. Uranium supply and demand market fundamentals appear very promising, and we continue to monitor them closely in the hope that they justify final investment decisions and plans to move our pending projects into production.
We are also producing commercial quantities of advanced REE materials in the U.S. while evaluating opportunities to move even further down the REE supply chain. Our neodymium and praseodymium (“NdPr”) oxide is currently being tested and validated by REE metal, alloy, magnet and electric vehicle ("EV") drivetrain manufacturers, including through our recently announced deal with POSCO International. So far, we are pleased to report positive initial feedback on the quality and performance of our material!
On the HMS front, last year's acquisition of Base Resources Limited ("Base Resources") brought us a highly experienced and successful team with industry expertise to manage our HMS business and asset development in the southern hemisphere. In addition, we were able to add the Madagascar-based Toliara Project to Energy Fuels' portfolio of developing projects. The Toliara Project was under a suspension by the Madagascar government at the time of the acquisition, but, within two months of completing our acquisition, we were able to work with the Malagasy Government to have the suspension lifted and to secure a Memorandum of Understanding setting forth key fiscal terms for the project.
We are working to finalize our definitive agreements with the Malagasy Government and to resume drilling and local social programs at the Toliara Project. We at Energy Fuels consider it to be the top undeveloped HMS project in the industry, able to produce significant quantities of titanium and zirconium minerals, plus low-cost monazite feedstock for our Utah REE processing, with the necessary authorizations and protective measures in place.
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In combination with our other HMS projects, the Bahia Project in Brazil and our Donald Project joint venture with Astron Corporation Limited ("Astron") in Australia, we believe we have now secured reliable long-term supplies of monazite, ultimately reducing our reliance on third parties. Together, these HMS projects have the potential, in time, to make Energy Fuels a world-significant leader in both the HMS and REE industries while allowing us to maintain or expand our position as a U.S. leader in uranium production.
Key to it all is our White Mesa Mill. As the only currently operational conventional uranium mill in the U.S., it plays a vital role in not only the country's emerging nuclear energy renaissance but also globally where nuclear has become the energy source of choice for artificial intelligence, data centers and even crypto currency "mining." Yet, the Mill has so much more to offer. It has unique advantages that allow us to produce both "light" and "heavy" REE oxides within the U.S. and that will potentially enable us to extract the radium needed for medical isotopes critical to TAT cancer treatments. Neither of these undertakings is a small feat, and we pride ourselves on trailblazing in both industries within the U.S. through innovation and our enduring uranium-based expertise. We are ahead of the curve, and we plan to stay that way.
Corporate Citizenship
While pushing ahead in several critical industries, we never forget our foundation, both in uranium and as a company committed to being a good corporate citizen and a steward of the environment. We are extremely proud of having recently taken an historic step in building a long-term relationship with the Navajo Nation, the largest and most populous recognized Native American tribe in the U.S. today, through the signing of a landmark agreement centered on transparency, accountability and respect. Through the agreement, we established a framework for providing assurances to the Navajo Nation that each of our ore transports on state and federal highways crossing their lands is done safely and respectfully. The agreement also sets the stage for Energy Fuels to help the Navajo Nation clean up historic abandoned uranium mines across its lands, which are a relic from the U.S. government's Cold War-era uranium programs. In particular, we have agreed to accept uranium-bearing materials from the cleanup efforts in order to extract the remaining uranium at the Mill. In doing so, we are not only playing our part toward remedying an injustice done to the Navajo people by a U.S. uranium industry predating both our Company and today's stringent regulatory standards but also recycling uranium that has for over half a century been lost to disposal by abandonment and can be given new life as a source of clean nuclear energy. We are proud to have set the gold standard for corporate/indigenous cooperation in the Four Corners region of the U.S. through this agreement and encourage others to join us in pursuing unified goals and means centered on respect for culture and environmentalism.
As a Board, acting closely with our executive management team, we strive to achieve the highest levels of accountability and sound corporate governance practices in representing you, our shareholders. We remain committed to doing all that we can toward ensuring that Energy Fuels is on a socially responsible and profitable path, providing the carbon emission-free nuclear energy and critical mineral supply chain security that the U.S. and its allies require. Trust me when I say, you are in good hands.
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
WEDNESDAY, JUNE 11, 2025
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 "ef2025" (case sensitive) on Wednesday, June 11, 2025 at 10:00 a.m. (Mountain Daylight Time or "MDT") for the following purposes:
to elect the Directors of the Company;
to appoint the auditors of the Company and to authorize the Directors to fix the remuneration of the auditors; and
to consider and, if deemed advisable, pass an ordinary resolution amending the Company's Omnibus Equity Incentive Compensation Plan to increase share authorization limits.
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 2025.
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"ef2025" (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 4 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 28, 2025 in order to facilitate timely delivery. Except where specific requests are made in accordance with the instructions provided, all such documents will be available online only and security holders will not receive a paper or e-mail copy of the proxy materials, other than the Notice.
Please review the Proxy Statement carefully and in full prior to voting, as the Proxy Statement has been prepared to help you make informed decisions on the matters to be acted upon. The Proxy Statement is available on the website of the Company's transfer agent, Equiniti Trust Company, LLC ("Equiniti," 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/edgar. Any shareholder who wishes to receive a paper copy of the proxy materials or Annual Report should contact Equiniti at 1-888-Proxy-NA (1-888-776-9962) or 1-201-299-6210 or by e-mail to Help@equiniti.com (be sure to include your 11-digit control number in the e-mail) or online athttps://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials (select Energy Fuels Inc. from the list of company names). Shareholders may also use the toll-free number noted above to obtain additional information about 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 1-201-299-4446 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, 2025, 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, 2025. The Meeting will begin promptly at 10:00 a.m. (MDT) on June 11, 2025. 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 7:00 a.m. (MDT) on June 11, 2025 and will remain available until the Meeting has finished.
Dated at Lakewood, Colorado, USA this 23 rd day of April 2025.
BY ORDER OF THE BOARD
/s/ Mark S. Chalmers
President and Chief Executive Officer
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains "forward-looking statements" and "forward-looking information" within the meaning of applicable United States and Canadian securities laws (collectively, "forward-looking statements"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, schedules, assumptions, future events, or performance (often, but not always, using words or phrases such as "expects" or "does not expect," "is expected," "is likely," "budgets," "scheduled," "forecasts," "intends," "anticipates" or "does not anticipate," "continues," "plans," "estimates," or "believes," and similar expressions or variations of such words and phrases or statements stating that certain actions, events or results "may," "could," "would," "might," or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statement.
Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. We believe that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct, and such forward-looking statements included in, or incorporated by reference into, this Proxy Statement should not be unduly relied upon.
Certain factors that may cause actual results, performance, liquidity, and achievements to differ materially from those projected are discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "Form 10-K") and may include, but are not limited to: global economic risks, such as the occurrence of a pandemic, political unrest or wars; cybersecurity risks associated with critical and other highly sensitive minerals of international interest, which are key to national security; litigation risks; risks associated with the restart and subsequent operation of any of our uranium, uranium/vanadium and HMS mines; risks associated with our commercial production of a rare earth elements carbonate ("RE Carbonate") or separated REE oxides and the planned expansion of such production, and risks associated with the exploration and development of our Bahia Project in Brazil; risks associated with the potential recovery of radioisotopes for use in the Company's TAT initiatives; risks associated with successfully closing and integrating potential business and mineral acquisitions into Company operations; risks associated with our joint ventures; international risks, including geopolitical and country risks, risks associated with negotiating and maintaining satisfactory fiscal and stability arrangements and obtaining foreign country government approvals on a timely basis or at all, and expropriation risks; risks associated with the failure of the Government of Madagascar to agree on fiscal terms or provide the approvals necessary to achieve sufficient fiscal and legal stability on acceptable terms and conditions or at all; risks associated with increased regulatory requirements applicable to our operations in response to pressure from special interest groups or otherwise; and risks generally encountered in the exploration, development, operation, closure and reclamation of mineral properties and processing and recovery facilities.
The foregoing list of important factors does not include all such factors, nor does it necessarily present them in order of importance. In addition, you should consult other disclosures made by the Company (such as in our other filings with the SEC or in Company press releases) for other factors that may cause actual results to differ materially from those projected by the Company. Refer to Item 1A., Risk Factors, of the Form 10-K and our subsequent filings with the SEC for additional information regarding factors that could affect the Company's results of operations, financial condition and liquidity.
We caution you not to place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain. The Company undertakes no obligation to publicly revise or update such statements, except as required by law. You are advised, however, to consult any further public disclosures by the Company (such as in our filings with the SEC or in Company press releases) on related subjects.
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PROXY STATEMENT OF ENERGY FUELS INC.
(the "Proxy Statement")
TABLE OF CONTENTS
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | vii |
|---|---|
| APPOINTMENT AND REVOCATION OF PROXIES | 4 |
| VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES | 5 |
| VOTING BY NON-REGISTERED SHAREHOLDERS | 5 |
| BROKER NON-VOTES | 6 |
| DISTRIBUTION OF MEETING MATERIALS TO NON-OBJECTING BENEFICIAL OWNERS | 6 |
| VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES | 6 |
| INSTRUCTIONS FOR THE MEETING | 6 |
| PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING | 8 |
| Proposal 1 - Election of Directors | 8 |
| Proposal 2 - Appointment of Auditors | 16 |
| Proposal 3 - Amendment of the Omnibus Equity Incentive Compensation Plan to Increase Share Authorization Limits | 16 |
| EXECUTIVE OFFICERS | 30 |
| EXECUTIVE COMPENSATION | 35 |
| Compensation Governance | 35 |
| Compensation Committee Interlocks and Insider Participation | 42 |
| Compensation Discussion and Analysis | 42 |
| Summary Compensation Table | 69 |
| Pay Versus Performance | 71 |
| CEO Pay Ratio | 78 |
| Incentive Plan Awards | 79 |
| Incentive Plan Awards - Value Vested or Earned | 82 |
| Company Policies and Practices Relating to the Grant of Equity Awards | 82 |
| Pension Plan Benefits and Deferred Compensation Plans | 83 |
|---|---|
| Employment Agreements and Termination and Change of Control Benefits | 83 |
| COMPENSATION COMMITTEE REPORT | 92 |
| DIRECTOR COMPENSATION | 92 |
| Incentive Plan Awards | 93 |
| Securities Authorized for Issuance under Equity Compensation Plans | 95 |
| 2024 Omnibus Equity Incentive Compensation Plan, as Amended on May 24, 2024 and April 21, 2025 | 96 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 96 |
| Beneficial Ownership | 97 |
| INTEREST OF MANAGEMENT & OTHERS IN MATERIAL TRANSACTIONS | 98 |
| AUDIT COMMITTEE DISCLOSURE | 99 |
| Audit Committee Report | 100 |
| CORPORATE GOVERNANCE DISCLOSURE | 101 |
| Board Mandate | 102 |
| Position Descriptions | 102 |
| Succession Plan | 103 |
| Orientation and Continuing Education | 103 |
| Cybersecurity | 105 |
| Ethical Business Conduct | 105 |
| Restriction on Hedging and Certain Transactions in Publicly Traded Options | 106 |
| Governance and Nominating Committee | 106 |
| Compensation Committee | 108 |
| Environment, Health, Safety and Sustainability Committee | 109 |
| Assessments | 111 |
| Shareholder Engagement | 111 |
| SHAREHOLDER PROPOSALS | 111 |
| PRINCIPAL EXECUTIVE OFFICE | 111 |
| OTHER MATTERS | 112 |
|---|---|
| APPENDIX "A" - 2024 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN, AS AMENDED ON MAY 24, 2024 AND APRIL 21, 2025 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.