UR-ENERGY INC

We are a “smaller reporting company” as defined by SEC regulations. As a result, we are not required to include a comprehensive Compensation Discussion and Analysis in this Circular. We are providing, voluntarily, certain of the information that would typically be contained in a Compensation Discussion and Analysis section in an effort to provide our shareholders with additional information regarding our executive compensation policies, practices, and plans, and in order to provide context for your consideration of our advisory ‘say on pay’ proposal.

Compensation Program

We believe that the caliber and commitment of our executive officers are critical to our continued success and performance and the overall commitment of all our employees. The Compensation Committee reviews and makes recommendations to the Board with respect to the overall approach to compensation for all our employees, and specifically with respect to our executive officers, including the Chief Executive Officer, and the remuneration of directors.

Our named executive officers for 2025 (“Named Executive Officers” or “NEOs”) were

We maintain a compensation program in which both performance and compensation are routinely evaluated. Further, we maintain a program in which:

payout, with such short-term incentive bonuses effectively capped, as the maximum level of performance is typically set at 120% of the target (or a score of 4 on our 1-4 scale);

Our compensation program is designed to effectively link compensation to performance as demonstrated by the completion by our executive officers of corporate and personal objectives that are designed to drive creation of shareholder value. The Compensation Committee believes that it is important to maintain a defined connection between achievements and compensation payout. The Committee has thoughtfully reviewed the metrics and priorities most appropriately used to establish and maintain that connection. In doing so, the following has been considered:

The objectives of our compensation program are to support the achievement of results; motivate executive officers to achieve pre-determined objectives without taking excessive risks; provide competitive compensation and benefit programs to attract and retain highly qualified executives; and encourage an ownership mentality, which is further augmented through share ownership guidelines for all executive officers.

Our compensation program continues to follow the same progression throughout the year:

determined and awarded in the discretion of the Compensation Committee and the Board of Directors. See further discussion under “Short-Term Incentive Plan” below.

Compensation Structure

Our compensation program consists of base salary, short- and long-term incentives, and other perquisites. The components of total direct compensation relate to performance as follows:

Employment Agreements with Named Executive Officers

We have employment agreements with each of our named executive officers. The agreements contain standard employment provisions, as well as salary, entitlement to a cash short-term incentive bonus to be determined in the discretion of the Board of Directors, and statements of eligibility for Company benefits (*e.g.,*health and wellness benefits, paid time off, 401(k) retirement plan) and our equity compensation plans (Stock Option Plan and RSU&EI Plan). The agreements also provide for post-termination obligations of the executives (one-year non-solicitation provisions applicable to all executive officers; and a one-year non-competition provision in the agreement of Mr. Hatten and in the surviving provisions of the agreement of Mr. Cash).

Post-termination obligations of the Company with respect to the executive officers, including in an event of change of control, are discussed and summarized below under the heading*“Potential Payments Upon Termination or Change of Control.”* The Compensation Committee reviews the employment agreements of and the compensation program for the executive officers on a periodic basis.

Objectives to be Met Through “Pay Mix”

Our compensation program is designed to provide motivation and incentives to our executive officers and employees with a view toward enhancing shareholder value and successfully implementing our corporate objectives. The compensation program accomplishes this by rewarding performance that is designed to create shareholder value. The portion of variable, at-risk, performance-based compensation is commensurate to an executive officer’s or employee’s position and increases as their respective level of responsibility increases. Further, the mix and structure of compensation is designed to strike an appropriate balance to achieve pre-determined objectives without motivating excessive risk taking.

Our share price may be heavily influenced by changes in uranium and other commodity prices, which are outside of our control. Additionally, in recent years, geopolitical developments and public and governmental support for (or in opposition to) nuclear energy have affected our share price in ways that we are unable control. As a result, the compensation program is designed to focus on areas where the executive officers and employees have the most influence. To achieve this, a combination of operational, growth, environmental, health, and safety, financial, and other business criteria are utilized when selecting continuing corporate objectives and establishing an appropriate combination of pay.

The compensation structure and “pay mix” in place for our CEO and other executive officers is as follows:

The characteristics of the compensation program’s mix of pay as they relate to the executive officers include:

The incentive compensation actually received by the executive officers varies based on individual performance and the achievement of corporate and personal objectives and is ultimately subject to the discretion of the Compensation Committee and the Board of Directors.

Components of Compensation

Base Salary

Base salary is the fixed portion of cash compensation earned by and paid to our executive officers and employees. We seek to identify levels of base salary or wage that will aid in attracting and retaining quality employees. Base salaries for all employees are reviewed at least annually by management. The Compensation Committee reviews the base salary for each executive officer routinely or upon a promotion or other change in job responsibility based on the individual’s level of responsibility, the importance of the position, and the individual’s contribution to our overall performance. The Compensation Committee also assesses the base salaries of the executive officers relative to a group of peer companies with similar scope and operations to ensure that base salaries are positioned competitively with executive officers in similar roles at peer companies. Our overall objective remains to provide a competitive base salary designed to recruit and retain qualified, high-performing executives, while responsibly administering our budget and achieving our corporate objectives.

Short-Term Incentive Plan

In addition to base salary, total cash compensation includes variable (at risk) short-term cash bonus incentive compensation. Bonus awards under our short-term incentive plan (“STIP”) are calculated using a formula that is based on: (i) performance of the Company relative to corporate objectives that are established by the Chief Executive Officer and reviewed and approved by the Compensation Committee and the Board of Directors; and (ii) individual performance

relative to personal objectives that are established by the Board of Directors, in the case of the Chief Executive Officer, and the Chief Executive Officer, in the case of our other executive officers. The STIP is designed to incentivize and reward the achievement of both corporate and individual performance results. For executive officers, the relative weighting of corporate and individual objectives is structured to impose a greater degree of accountability and personal responsibility for the Company’s business objectives and overall success than for other employees. This portion of our compensation program was also developed through consideration of peer group practices and other standards.

For 2025, the Company’s corporate objectives were assessed under categories for Operations; Growth; Environmental, Health, and Safety (“EHS”); and Corporate Services. Company performance based on these categories is discussed below under “2025 Performance Highlights.”

As in recent prior years, we use a four-point scale to assess performance against both corporate objectives and personal objectives. Quantifiable objectives are measured based on three performance levels, Threshold, Target, and Maximum, where Threshold represents 80% of target performance, Target represents 100% of target performance, and Maximum represents 120% or more of target performance. For objectives based on qualitative factors or that include multiple measures, Target performance corresponds to a score of 3.0 on the four-point scale, which represents a ‘reasonable stretch’ level of performance. Threshold performance corresponds to a score of 2.0, representing partial but not fully successful performance. Maximum performance corresponds to a score of 4.0 on the scale, representing superior performance. Each objective is assigned a weighting based on its relative importance to overall performance. Once performance is assessed for each objective, weighted scores are aggregated to determine an overall performance score.

An overall score of 2.0 (Threshold) or higher is required for a STIP payout, and no payout is made if the Threshold level is not achieved. A score at or above the Threshold results in a STIP payout at a percentage (multiplied by the applicable target percentage of base salary), which is determined as follows: a score at Threshold results in a STIP payout at 50%; a score between 2.0 (Threshold) and 3.0 (Target) results in a prorated STIP payout between 50% and 100%; a score at 3.0 (Target) results in a STIP payout at 100%; a score between 3.0 (Target) and 4.0 (Maximum) results in prorated STIP payout between 100% and 150%; and a score at or above 4.0 (Maximum) results in a STIP payout at 150%.

As described above, to determine STIP awards, corporate objective performance and personal objective performance are weighted and applied to a target percentage of base salary. The target percentages and weights that were used to determine STIP awards for 2025 for our President and Chief Executive Officer and our other executive officers were as follows:

Actual STIP awards are based on performance for the year and are typically paid in the following year after our year-end results are evaluated. We calculate the STIP awards as follows:

Long-Term Equity Incentives

The long-term incentive plan (“LTIP”) includes our Option Plan and the RSU&EI Plan (which are together referred to as the “Equity Plans”). The Equity Plans together form a long-term incentive for eligible employees, including executive officers, and in the case of the Option Plan, our consultants. Eligibility for participation and awards under the Equity Plans are determined by the Compensation Committee, considering the recommendations of the Chief Executive Officer (and, for the Chief Executive Officer, by the Board of Directors, considering the recommendations of the Compensation Committee). The purposes of the Equity Plans are to provide eligible participants with the opportunity to own Common Shares of the Company, enhance the Company’s ability to attract, retain, and motivate key personnel, and align each participant’s interests with those of the Company’s shareholders. Awards made under the Equity Plans are based on a pre-established formula that is tied to base salary and our compensation structure. The LTIP target for our President and Chief Executive Officer is 80% of his base salary, and the LTIP target for our other executive officers is 60% of their base salary. A more detailed discussion of the Equity Plans is below under*“Stock Option Plan and Amended and Restated Restricted Share Unit and Equity Incentive Plan.”*

Perquisites Including Benefits

We provide employees, including our executive officers, with perquisites including personal benefits that we believe are reasonable and consistent with the overall compensation program to better enable us to attract and retain quality employees. We periodically review the types and levels of perquisites provided to executive officers and other employees to ensure competitiveness and value. Executive officers participate on the same terms as other eligible employees in our healthcare and other benefit programs, including a 401(k) retirement plan (with Company match); medical, prescription drug, dental, vision, short- and long-term disability, life and supplemental life insurances; an employee assistance program; and health and dependent care flexible spending accounts.

Compensation Risk Assessment

The charter for our Compensation Committee requires the Committee to review and consider the implications of the risks associated with our compensation policies and practices to avoid encouraging inappropriate risk taking by executive officers. The Compensation Committee has undertaken reviews of this type in conjunction with periodic reviews of the compensation program, including most recently in January 2026. The Committee has implemented and maintained multiple practices to ensure that there are not incentives to take inappropriate or excessive risks, including combining fixed and variable compensation, granting appropriate levels of equity compensation, and mandating equity ownership requirements for executive officers and directors which are routinely reviewed. As discussed elsewhere, we have also implemented insider trading, anti-hedging, anti-pledging and clawback policies. Based on the Compensation Committee’s review, we do not believe that the Company’s executive or non-executive compensation structure is reasonably likely to have a material adverse effect on the Company.

Compensation Program and Peer Group

The Compensation Committee from time to time undertakes thorough reviews of our compensation program, which may include a review of some or all of (a) competitive market data, (b) pay grades, (c) share ownership guidelines, (d) short-term cash incentive bonuses, and (e) long-term incentives in the form of equity compensation, as well as the overarching review of the proper components of the program and best utilization of each component.

The Compensation Committee last completed a thorough review of our executive compensation in 2022. To assist with that review, the Committee retained Roger Gurr & Associates (“RG&A”) to review and analyze aspects of our compensation program, including our executive compensation, executive compensation program structure, and our peer group companies. In addition to comparing our compensation program and practices to those of peer companies, RG&A extended its review as necessary to other available data where peer data provided insufficient depth for a particular executive position and compensation.

Our peer group, as informed by RG&A and as updated, provides a foundation for us to compare our compensation program and practices to peer companies. Peer companies have been selected that are similar in size, complexity, and risk profile, with market capitalization within a specified range. The compensation programs of prospective peers were also considered in the selection to ensure similarity in compensation components and policies and to note differences to be considered. The criteria considered to select our peer group included having corporate head offices in North America to best reflect

the primary source of executive and board talent, common share listings on North American stock exchanges, operating companies in production in the extraction industries (uranium, precious metals mining, and energy-related production), ongoing exploration and development activities, and operations and projects in low-risk jurisdictions.

The peer group approved by the Board for 2025, as informed by RG&A and as adjusted for corporate changes among the peers, includes five uranium producers and explorers, six other mining companies (e.g., gold, silver), and four other energy-related and specialty metals companies, each with similar revenues, total assets, and market capitalization. Generally, our ranking is in the mid-range of the peer group relative to those criteria. The Company’s peer group for 2025 was as follows:

As part of our succession planning efforts, the Company hired two new executive officers in 2025: Mr. Gili joined the Company as President in June 2025 and was appointed Chief Executive Officer in December 2025 upon the retirement of Mr. Cash; and Mr. Walle joined the Company in September 2025 as Vice President Finance. In addition, Mr. Ritchie joined the Company in January 2026 as General Counsel and Corporate Secretary. In setting the base salaries of these executive officers, the Compensation Committee considered the compensation of those in similar positions at peer companies, the base salaries of our other executive officers, the recommendations of the Chief Executive Officer, and the overall compensation program of our executive officers, which apply to all our executive officers, include our recent hires.

To remain competitive and attract new talent for our Shirley Basin Project, all our non-exempt employees received a substantial per hour increase in their hourly wages in 2025. No modifications were made to our executives’ compensation in 2025, except for cost-of-living (COLA) adjustments in October 2025, when all employee wages and salaries were adjusted under our policies and practices.

No update was provided in 2025 by an independent compensation consultant. However, the Compensation Committee has retained Zayla Partners (“Zayla”) to conduct a review and analysis of various aspects of the Company’s compensation program, including our peer group, executive compensation, and overall executive compensation program relative to the peer group and survey data. We expect the Board of Directors will approve changes to the Company’s executive compensation and executive compensation program in 2026 based on recommendations of the Compensation Committee that are informed by Zayla’s analysis. See also the discussion below under the heading “2026 Compensation Program.”

2025 Performance Highlights

We are pleased to share highlights of our 2025 corporate performance and provide information about our performance relative to our corporate objectives. Our Operations objectives, which were considered our most important objectives and accounted for a combined weight of more than 50% of our overall corporate score, were focused on making significant progress on the construction of our second in situ recovery (“ISR”) mine and related satellite plant at our Shirley Basin project, making plant and process improvements at Lost Creek, and increasing U 3 O 8 production. Our Growth objectives included advancing our Lost Solider and North Hadsell projects and research and development (“R&D”) activities. Our Environmental, Health, and Safety (“EHS”) objectives were focused on continuing to prevent harm to the environment and constant improvement of our safety performance, and our Corporate Services objectives related to finance, human resources, and information technology.

Operations Objectives

Shirley Basin Construction

In spring 2024, we initiated engineering and development activities at our Shirley Basin Project, our second in-situ recovery (“ISR”) uranium facility. The Company plans three relatively shallow mine units (“MUs”) at the project. We are constructing a satellite plant at Shirley Basin, from which resin loaded with U 3 O 8 produced from the wellfield will be sent to Lost Creek for processing, drying, and drumming.

Drilling and wellfield development at Shirley Basin progressed well in 2025 following mobilization of rigs to the site in 2025 Q2. As of December 31, 2025, we had pilot drilled 150 production wells and 251 injection wells, the majority of which had been cased and completed. Delineation and exploration drilling were completed historically, allowing for focused construction and development of MU1. During 2025, our Casper construction shop completed and delivered the first two header houses (“HHs”) for Shirley Basin and made progress on three additional HHs.

The modular main office complex was delivered and installed in 2025, and all electrical, IT, and plumbing work was efficiently completed for occupancy. Our professional and management staff are now working from the ~10,000 sq. ft. office complex. We completed significant additional Shirley Basin construction and development during the 2024-2025 program to prepare for operations: the first two evaporation ponds were installed with piping being completed; the existing road was upgraded to an all-weather surface; all monitor wells for the first MU were installed; power between the historical substation and the site for the satellite plant was installed; communications and security systems were installed; and the septic system for the satellite plant enclosure was installed. We also completed the refurbishment of the existing warehouse, construction bay, and maintenance bay, including installation and furnishing of modular offices for these buildings. A new drilling support building was also constructed.

By 2025 Q4, the foundation was installed and construction of the metal plant building had commenced, and we had installed all IX columns and set several fiberglass tanks. While we significantly advanced construction, we expect construction activities inside the plant will continue in 2026 to complete the production phase of the facility. Commissioning of site operations, followed by ramp up, is expected to continue throughout 2026. Subsequently, we plan the installation of phase two operations, including wastewater disposal.

By the end of 2026 Q1, we had begun circulating fluid between the wellfield and the plant. We expect that Shirley Basin will be ready to commence shipments of U₃O₈ loaded resin to Lost Creek by summer 2026, subject to receipt of additional regulatory approvals. An inspection by the Wyoming Department of Environmental Quality will be conducted when all production circuits are complete and Shirley Basin is ready for transportation of resin to Lost Creek for processing, drying, and drumming.

We look forward to the commencement of commercial production operations at Shirley Basin. With a licensed wellfield capacity of one million pounds U 3 O 8 per year, it will diversify our production sources and further support our efforts to remain a leading U.S. uranium producer.

Lost Creek Plant and Process Improvements

Commissioning new production areas at Lost Creek, including the recovery of U 3 O 8 in MU2 and the restart of plant operations have not unexpectedly been accompanied by start-up issues. As the plant has been recommissioned, equipment and process issues have been identified to optimize operations and increase flow rates from the wellfield to the plant. Although optimization efforts are continuing, numerous improvements were completed during 2025, including upgrades to the dryer vacuum system, the reverse osmosis water treatment system, and the deep disposal wells.

In addition, the construction team at our Casper construction shop completed and shipped three HHs for field installation in MU2 and advanced work on three additional HHs. As operations continued to ramp up at Lost Creek in 2025, wellfield delineation and development continued in MU2, MU1 Phase 2, and MUs 4 and 5. All remaining planned HHs in MU2 came online in 2025, and development of MU1 Phase 2 advanced enough in 2025 to allow three HHs to be brought online in 2026 Q1.

To address remaining operational issues, management developed a business improvement plan for Lost Creek in 2025 organized by strategic area and action item, identifying the responsible department and required resources for each action item. Management completed many of the action items in 2025 and has been closely tracking the status of the items that remain in progress.

U₃O₈ Production

In 2025, we captured 370,893 pounds U 3 O 8, drummed 410,400 pounds U 3 O 8, and sold 440,000 pounds U 3 O 8. This represented increases compared to 2024 of 105,147 pounds U 3 O 8 captured and 161,231 pounds U 3 O 8 drummed, and a decrease of 130,000 total pounds U 3 O 8 sold. Although total pounds sold decreased from 2024 to 2025, our produced pounds sold increased from 270,000 pounds in 2024 to 330,000 in 2025, and our non-produced pounds decreased from 300,000 pounds in 2024 to 110,000 pounds in 2025.

Our production increases from 2024 to 2025 led to lower cash and non-cash costs per pound sold (exclusive of taxes), higher U 3 O 8 profit per pound sold, and higher U 3 O 8 profit margin. The combined 2025 average price per pound sold was $61.77 and the average cost per pound sold was $55.52. Average profit per pound sold was $6.25, which was a $12.44 per pound improvement from the loss per pound sold of $6.19 in 2024. Produced and non-produced pounds sold in both 2024 and 2025 were delivered primarily into sales contracts that were executed in 2022 when the long-term price was between $43 and $52 per pound.

Although we significantly increased pounds captured and drummed from 2024 to 2025, these increases were less than our performance objective for production.

Overall Operations Performance

We made significant strides on wellfield and plant construction and installation at Shirley Basin and on upgrades and performance improvement planning at Lost Creek that we determined met our performance objectives. As an operating uranium mining company, however, our production objective was our most heavily weighted single performance objective for 2025. Although our management and staff continued to overcome operational, equipment, and personnel challenges during 2025, the negative effect of the underperformance of our production objective resulted in a combined Operations performance score that met the threshold minimum but underperformed the target.

Growth Objectives

Although Lost Creek and Shirley Basin remained our priorities in 2025 (and will continue to be our priorities in 2026), we advanced efforts in 2025 to grow our potential resource base, meeting our performance objectives relating to our exploration programs.

In 2025, we renewed our exploration activities in the Great Divide Basin (“GDB”), Wyoming. Work began at our Lost Soldier Project northeast of Lost Creek in 2025 Q3. The program at Lost Soldier included the installation of a series of aquifer test wells to facilitate a better understanding of the local hydrogeology. While the geology of the project is largely understood with the benefit of data from approximately 4,000 historical drill holes, additional hydrogeologic data and characterization will enable our professional staff to better plan for potential permitting and development of the site. Based on that work, we plan to complete aquifer testing and initiate baseline environmental studies in 2026 in anticipation of possible permitting to advance the project. Located approximately 17 road miles to the Lost Creek plant, Lost Soldier has the potential to be developed as a satellite operation.

As work concluded at Lost Soldier in 2025, the drill rigs and related teams began exploration drilling at our North Hadsell Project, also in the GDB north of Lost Creek, for a planned 50-drill hole program. Through February 2026, we had drilled 32 wide-spaced framework holes, each approximately 1,000 feet deep, for a total of 32,965 feet. Seven of these initial drill holes have returned significant mineralization, indicating the presence of a stacked roll-front system containing 13 individual intercepts exceeding 0.20 GT (Grade (% eU3O8) times Thickness (ft)). These grades and thicknesses closely resemble the mineralization at Lost Creek, where the Company applies a 0.20 GT cut-off in evaluating economic mineral resources. Preliminary interpretation suggests the potential for up to eight individual roll fronts within a depth range of

approximately 300 to 800 feet below surface, ideal for ISR mining, with indications of additional mineralized horizons at depth.

In addition to supporting MU analysis at both Lost Creek and Shirley Basin through uranium analysis, product quality testing, and water sampling analysis, the lab staff at our Casper facility progressed several ongoing research and development (“R&D”) projects during 2025 that exceeded our performance expectations.

Environmental, Health, and Safety (“EHS”) Objectives

With significant numbers of new employees and drilling and other contractors at both Lost Creek and Shirley Basin, our safety performance at our mine sites and throughout the Company supported by a robust safety culture is a critical Company objective. As stewards of the lands and waters where our operations are conducted, we also prioritize operating in a sustainable manner utilizing ISR methods that minimize our impact on the environment. Recognizing that all Company employees are responsible for safety and environmental stewardship, our safety and environmental programs and culture advanced significantly in 2025.

Although total hours worked at Lost Creek increased from approximately 169 thousand in 2024 to 176 thousand in 2025, lost time injuries (“LTIs”) at Lost Creek fell from 11 in 2024 to three in 2025, and incidents that required medical treatment beyond first aid (“MTBFA”) at Lost Creek fell from four in 2024 to three in 2025. The lost time incident rate (“LTIR”) fell at Lost Creek from a disappointing 13.03 in 2024 to 3.41 in 2025. Despite adding a substantial number of new employees, most of whom are new to the industry, at Shirley Basin in 2025, there were zero LTIs and only two MTBFA incidents at Shirley Basin. There was only one LTI and zero MTBFA incidents at our Casper and Littleton sites in 2025. Our radiologic safety record in 2025 remained excellent, with employee doses in line with industry norms that are well below regulatory limits.

The improvement in our safety performance in 2025 was supported by the expansion of our safety observation program at Lost Creek and introduction of the program at Shirley Basin. Participation in the program continued to increase throughout the year, leading to significant improvements in our safety culture. During 2025, we also conducted 26 separate all-day comprehensive safety training sessions for new employees, generally on the first day of employment. In 2025, we also selected and began implementation of a learning management system for safety training and documentation.

On our environmental performance, five inspections were conducted by government regulatory agencies at Lost Creek during 2025 resulting in zero notices of violations (“NOVs”), and an existing NOV from the Wyoming Uranium Recovery Program from 2022 was resolved. Although the total number of our environmental excursions and reportable spills increased from 2024 to 2025, the total gallons from spills decreased by 33%.

Because our safety record significantly improved from 2024 to 2025, and our environmental performance remained strong with zero notices of violations, our overall EHS performance score exceeded the target.

Corporate Services Objectives

Under the Corporate Services category, the Company had objectives relating to human resources, finance, and information technology that together outperformed targeted performance expectations for 2025.

In the area of human resources, the Company focused in 2025 on succession planning for our executive management team and expansion of our capabilities at the executive level. The Company hired Matthew Gili in June 2025 as President, and in December 2025, Mr. Gili was appointed Chief Executive Officer to succeed Mr. Cash. Mr. Gili is a seasoned mining executive who has held several senior leadership roles at some of the world’s largest mining companies. In 2025 the Company also hired Jade Walle as Vice President Finance, who started work in September 2025, and Alex Ritchie as General Counsel and Corporate Secretary, who started work in January 2026. See “Identification of Executive Officers” above for more information on the biographies of our executive management team. We also improved retention and training at Lost Creek and successfully implemented a phased recruitment plan at Shirley Basin that has allowed time for task and safety training, as well as cross training. With a few exceptions, we are now fully staffed at both Lost Creek and Shirley Basin.

Our finance objectives were aimed at ensuring sufficient cash resources for our continued optimization of operations at Lost Creek and our ongoing construction activities at Shirley Basin. The Company met its objectives as to cash resources by closing the offering of $120 million aggregate principal amount of its 4.75% Convertible Senior Notes due 2031 (the “Notes”) in a private placement, which included the exercise in full by the initial purchasers of their option to purchase an additional $20 million of Notes. The potential economic dilution upon conversions of the Notes was mitigated through the purchase of cash-settled capped call options. The net proceeds of the offering, after the capped call purchase costs and financing costs, was $98.3 million. The Company also met a financing objective by satisfying its sales commitments in 2025.

Our information technology objective was focused on our continued efforts to strengthen cybersecurity. With the growth of our business, we upgraded and enhanced our IT security systems in 2025 and have continued to implement processes and additional reviews to further protect our systems in 2026.

Company Overview

As discussed above, most of our performance objectives met the applicable target, and our overall EHS and Corporate Services objectives exceeded their targets. We made significant strides on construction at Shirley Basin and on upgrades and performance improvement planning at Lost Creek, expanded our growth portfolio, significantly improved our EHS performance, bolstered both our management team and our treasury, and improved our IT security. As discussed, however, our U 3 O 8 production objective was our most heavily weighted single performance objective for 2025, and our production underperformed the target. As a result, the overall scores of the objectives that outperformed their targets were brought down, resulting in an overall performance score as assessed by the Board of Directors of 3.01 on our four-point scale.

2026 Compensation Program

As noted above, the Compensation Committee has retained Zayla to conduct a review and analysis of various aspects of the Company’s compensation program, including our peer group, executive compensation, and executive compensation program relative to our peer group and survey data to ensure that the Company remains sufficiently competitive to retain our executive officers, and that a sufficient portion of executive pay is at risk and leveraged to our share price performance. We expect the Board of Directors will approve changes to the Company’s executive compensation and executive compensation program in 2026 based on recommendations of the Compensation Committee that are informed by Zayla’s analysis.

Additional Compensation Practices

Share Ownership Guidelines

All our executive officers and directors are encouraged to have a significant long-term financial interest in our Company. To encourage alignment of the interests of the executive officers and directors with those of our shareholders, our Board of Directors mandated that each executive officer be required to invest on a pre-determined schedule an amount equal to the executive officer’s annual base salary in shares or securities redeemable into shares. The Board of Directors approved additional guidelines (the “Guidelines”) related to the mandate, such that the requirement of share ownership be met on or before the later of: (i) December 31 of the fifth year after an executive officer becomes subject to the Guidelines; and (ii) December 31 of the third year from the effective date of a change in the executive officer’s annual base salary. The investment amount is calculated using the amount of the annual base salary of the executive officer at the later of: (i) the date the executive officer became subject to the Guidelines; and (ii) the date of the most recent increase to annual base salary. Compliance is evaluated annually at December 31. At December 31, 2025, all executive officers met the Guidelines or were on-track to meet the Guidelines within the prescribed timeframes. See also the discussion below under “Share Ownership Guidelines for Directors.”

Insider Trading Policy

The Company has adopted an insider trading policy, which is available on the Company’s website and filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (filed April 11, 2025). The Company’s insider trading policies specifically prohibit all directors and employees from engaging in short sales, publicly traded options, puts and calls, forward sale contracts, and other swap, hedging, and derivative transactions relating to securities of the Company. The policies also specifically prohibit the Company’s executive officers and directors from holding securities of the Company in margin accounts or pledging securities of the Company as collateral for loans as further described below.

Anti-Hedging Policy; Anti-Pledging Policy

The Company has imposed certain restrictions on trading, including the prohibition of hedging or pledging the Company’s securities, to avoid creating the appearance of impropriety, even if such trades were to occur while the individual is not in possession of material non-public information.

We have a formal anti-hedging policy, as amended in 2022, which prohibits our executive officers, directors, and employees from engaging in hedging or similar monetization transactions with respect to the Company’s securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities.

Our Board has also formally adopted an anti-pledging policy, prohibiting our executive officers and directors from holding Company Common Shares in a margin account or pledging Company securities as collateral for a loan. There are no insiders who have pledged Common Shares of the Company.

Clawback Policy

The Company has maintained a ‘clawback’ policy since 2014. In 2022, to implement requirements of the Dodd Frank Act, the SEC issued its final clawback rule as Rule 10D-1, and in 2023, NYSE American adopted its related listing rules, pursuant to Rule 10D-1, which were made final in 2023 Q4.

Following the adoption of Rule 10D-1 and promulgation of the related listing rules, the Company adopted a clawback policy, effective October 26, 2023, to ensure compliance. The policy provides the Compensation Committee of the Board with the ability to recover “Incentive Compensation” (as defined in the policy) in the event of a restatement of the financial statements of the Company due to a material non-compliance with any financial reporting requirement under the securities laws (a “Triggering Event”). Upon the occurrence of a Triggering Event, the Company may seek recovery of Incentive Compensation received by any covered employee during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement, that would not otherwise have been paid to a covered employee if the correct performance data had been used to determine the amount payable.

We filed our Clawback Policy as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (filed March 6, 2024).

Policies and Practices Related to the Timing of Certain Equity Award Grants

We have established processes to ensure that the timing of any stock option grants to executives is not influenced by material nonpublic information (“MNPI”) and that grant decisions are generally made based on a predetermined schedule as a part of our compensation program, described above. This seeks to avoid any upcoming announcements or events that could impact our stock price, and as we have done historically, we may defer a routine or special grant if we are in possession of MNPI. Except for the foregoing, the Company does not have a formal policy on the timing of awards of stock options or similar instruments with option-like features. The Compensation Committee carefully reviews with management any potential MNPI before granting options and generally does not time the grant of stock options in relation to the Company’s public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.

Tax and Accounting Considerations

The Compensation Committee considers tax and accounting rules and regulations when structuring our executive compensation program. Our plans and programs are designed to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “IRS Code”), which regulates deferred compensation and provides for potentially early taxation and a 20% additional tax on non-compliant arrangements. Equity awards are accounted for under FASB ASC Topic 718, which requires the recognition of expense for the fair value of such awards, and the Compensation Committee considers the accounting expense of such awards when authorizing grants under both equity compensation plans.

Compensation Consultant Fees

The Compensation Committee did pay any third-party compensation consultant fees in 2025. In 2025, the Compensation Committee engaged Zayla to conduct an analysis in 2026 of the Company’s peer group, executive compensation, and executive compensation program relative to our peer group and survey data but did not pay any fees to Zayla in 2025.