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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements for the three years ended December 31, 2022 and the related notes thereto. The purpose of this Item 7 is: (i) to provide material information relevant to an assessment of the financial condition and results of operations of Energy Fuels Inc., including an evaluation of the amounts and certainty of cash flows from operations and from outside sources; and (ii) to focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not necessarily indicative of future operating results or of future financial condition. This Discussion and Analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under the section heading “Item 1A. Risk Factors” and elsewhere in this Annual Report. See page 3, “Cautionary Statement Regarding Forward-Looking Statements.”

All dollar amounts stated herein are in U.S. dollars, except share and per share amounts and currency exchange rates unless specified otherwise. References to Cdn$ refer to Canadian dollars, and $ to U.S. dollars.

Operations Update and Outlook for 2023

Overview

The Company continues to believe that uranium supply and demand fundamentals point to higher sustained uranium prices in the future. The Company believes that nuclear energy, fueled by uranium, is experiencing a global resurgence with an increased focus by governments, policymakers, and citizens on decarbonization, electrification, and security of energy supply. In addition, Russia’s invasion of Ukraine and the entry into the uranium market by financial entities purchasing uranium on the spot market to hold for the long-term has the potential to result in higher sustained spot and term prices and, perhaps, induce utilities to enter into more long-term contracts with non-Russian producers like Energy Fuels to foster security of supply, avoid transportation issues, and ensure more certain pricing.

In 2022, we entered into three long-term uranium contracts with major U.S. utilities for which the Company is beginning to perform the necessary work to recommence production at one or more of its mines and ISR facilities, starting as soon as 2023. Until such time when the Company has ramped back up to commercial uranium production, it can rely on its significant uranium inventories to fulfill its new contract requirements, including its recent purchases of U.S. origin uranium on the spot market.

The Company continually seeks new sources of revenue, including through its emerging REE business, as well as new sources of Alternate Feed Materials and new fee processing opportunities at the Mill that can be processed without reliance on current uranium sales prices.

The Company is seeking additional sources of natural monazite sands to supply feedstock to its emerging REE projects (in addition to the recent acquisition of the Bahia Project discussed in Note 7 – Property, Plant and Equipment and Mineral Properties). The Company is also evaluating the potential to recover radioisotopes from its existing process streams for use in the development of TAT medical isotopes for the treatment of cancer, and continues its support of U.S. governmental activities to assist the U.S. uranium mining industry, including expanding the new U.S. Uranium Reserve Program, supporting efforts to restore domestic nuclear fuel capabilities, and advocating for the responsible sourcing of uranium and nuclear fuel.

We continually evaluate the optimal mix of production, inventory and purchases in order to retain the flexibility to deliver long-term value.

Mill Activities

During the year ended December 31, 2022, the Company recovered and packaged approximately 162,000 pounds of its final uranium product, U3O8, at the Mill, which was added to the Company’s finished product inventory. The Mill recovered an additional small quantity of uranium, which was retained in-circuit and was not packaged in 2022. During 2022, the Mill also focused on its mixed RE Carbonate production and produced approximately 205 tonnes of high-purity, partially separated mixed RE Carbonate, while working to secure additional monazite ore feedstock to increase production. The Mill did not recover any vanadium in 2022.

During 2023, the Company does not plan to recover any pounds of uranium at the Mill, other than uranium from its monazite processing which will likely remain in circuit and not be packaged in 2023.

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During early 2023, the Company expects to process approximately 600 tonnes of monazite delivered late in 2022 from Chemours and recover approximately 175 to 225 tonnes of TREO at the Mill in the form of approximately 375 to 485 tonnes of RE Carbonate. The Company expects to receive an additional 400 to 700 tonnes of monazite from Chemours later in 2023, which the Company expects to process for the recovery of uranium and production of separated NdPr and a heavy REE (Sm+) RE Carbonate upon commissioning of the Mill’s Phase 1 REE separation circuit in late 2023 or early 2024 (see “Rare Earth Element Initiatives” below). The Company is also in active discussion with several parties globally to acquire additional quantities of natural monazite ore, which if secured and delivered to the Mill, could result in significant additional quantities of uranium and separated NdPr and heavy REE (Sm+) Re Carbonate production in 2024 and beyond.

No vanadium production is currently planned during 2023, though the Company continually monitors its inventory and vanadium markets to guide future potential vanadium production.

The Company expects that planned processing of natural monazite sands for the recovery of uranium and REEs together with modifications and enhancements at the Mill to commission an REE separation circuit at the Mill in late 2023 or early 2024, and processing monazite to produce separated NdPr oxide, together with uranium production from Alternate Feed Materials and expected ore processing from one or more of the Company’s mines thereafter, will keep the Mill in operation through and beyond 2023. The Company is also actively pursuing opportunities to process additional sources of natural monazite sands, new and additional Alternate Feed Material sources, and new and additional low-grade mineralized materials from third parties in connection with various uranium clean-up requirements. If, at any time, the Company is unable to justify full operation of the Mill, the Company would place uranium, REE and/or vanadium recovery activities at the Mill on standby. While on standby, the Mill would continue to dry and package material from the Nichols Ranch Plant, if operating, and continue to receive and stockpile Alternate Feed Materials, and potentially monazite and conventional ores, for future milling campaigns. Each future milling campaign would be subject to receipt of sufficient mill feed and resulting cash flow that would allow the Company to operate the Mill on a profitable basis or to recover all or a portion of the Mill’s standby costs.

Conventional Mine Activities

During the year ended December 31, 2022, the Company performed rehabilitation and development work on its La Sal, Beaver, Whirlwind and Pinyon Plain projects for future potential production, including engineering, procurement, construction management, increased development activities, significant workforce expansion and needed rehabilitation of surface and underground infrastructure, while its other conventional mining properties remain on standby. The Company expects to continue its rehabilitation and development work, as it prepares these mines for future production. Although the timing of the Company’s plans to extract and process mineralized materials from these Projects will be based on current contract requirements, inventory levels, sustained improvements in general market conditions, procurement of suitable sales contracts and/or the expansion of the U.S. Uranium Reserve Program, the Company is making the investments required to put one or more of these facilities into production as soon as later in 2023.

The Company is selectively advancing certain permits at its other major conventional uranium projects, such as the Roca Honda Project, which is a large, high-grade conventional project in New Mexico. The Company is also continuing to maintain required permits at its other conventional projects, including the Energy Queens and Pandora mines and Sheep Mountain project. Additionally, the Company is evaluating processing options for future production at its Sheep Mountain project and will continue to evaluate the Bullfrog Project. Expenditures for certain of these projects have been adjusted to coincide with expected dates of price recoveries based on the Company’s forecasts. All of these projects serve as important pipeline assets for the Company’s future conventional production capabilities, as market conditions may warrant.

ISR Extraction and Recovery Activities

The Company expects to produce insignificant quantities of U3O8 in the year ending December 31, 2023 from Nichols Ranch. Until such time when (i) market conditions improve sufficiently, (ii) suitable term sales contracts can be procured, (iii) the U.S. Uranium Reserve Program is expanded or a combination thereof, the Company expects to maintain the Nichols Ranch Project on standby and defer development of further wellfields and header houses. The Company currently holds 34 fully permitted, undeveloped wellfields at Nichols Ranch, including four additional wellfields at the Nichols Ranch wellfields, 22 wellfields at the adjacent Jane Dough wellfields, and eight wellfields at the Hank Project, which is fully permitted to be constructed as a satellite facility to the Nichols Ranch Plant. The Company sold its Alta Mesa ISR Project in February 2023. See Note 18 – Subsequent Events for more information.

Inventories

As of December 31, 2022, the Company had approximately 1,027,000 pounds of finished uranium inventories located at North American conversion facilities. Additionally, the Company has approximately 351,000 pounds of additional U3O8 contained in

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stockpiled Alternate Feed Materials and other ore inventory at the Mill that can potentially be recovered relatively quickly in the future, as general market conditions may warrant. During Q1 2023, the Company completed the purchase of 120,000 additional pounds of uranium and the sale of 300,000 pounds of uranium to the U.S. Uranium Reserve, resulting in the Company holding approximately 847,000 pounds of U3O8 in inventory as of March 3, 2023. The Company expects to deliver 260,000 pounds of U3O8 under its existing uranium term contracts in 2023 resulting in expected uranium inventories to total approximately 587,000 pounds of U3O8 at year-end 2023, subject to currently unplanned uranium spot sales and purchases.

The Company currently has approximately 945,000 pounds of V2O5 in inventory, and there remains an estimated 1.0 to 3.0 million pounds of additional solubilized recoverable V2O5 remaining in tailings solutions awaiting future recovery, as market conditions may warrant.

Sales Update and Outlook for 2023

The Company continually evaluates selling a portion of its inventories on the spot market in response to future upside price volatility, for delivery into additional long-term supply contracts if procured, and/or for future additional sales into the newly established U.S. Uranium Reserve Program.

Uranium Sales

While the Company did not sell uranium during the year ended December 31, 2022, the Company entered into four (4) uranium sale and purchase agreements in 2022, three (3) with major U.S. nuclear utilities and one (1) with the U.S. Uranium Reserve. Under these contracts, the Company expects to sell 560,000 pounds of U3O8 during 2023 with an expected weighted-average sales price of $58 - $60 per pound, subject to then-prevailing market prices at the time of delivery.

The three (3) utility contracts require deliveries of uranium between 2023 and 2030, with base quantities totaling 3.0 million pounds of uranium over the period, and up to 4.1 million pounds of uranium if all remaining options are exercised. Having observed a marked uptick in interest from nuclear utilities seeking long-term uranium supply, the Company remains actively engaged in pursuing additional selective long-term uranium sales contracts. During 2023, the Company expects to sell 260,000 pounds of its U3O8 inventory into these contracts at an expected sales price of approximately $54 to $58 per pound, subject to inflation and spot prices in effect at the time of delivery. In addition, in January 2023, the Company completed the sale of 300,000 pounds of its inventories located at the Metropolis Works uranium conversion facility (“ConverDyn”) to the U.S. Uranium Reserve, receiving total proceeds of $18.47 million ($61.57 per pound), resulting in a margin of approximately $35.85 per pound of uranium.

To provide the Company with additional flexibility to fulfill its contract obligations and gain direct exposure to potential future uranium price increases, the Company has recently purchased a total of 301,052 lbs. of U.S. origin uranium on the spot market for a weighted-average gross price of approximately $50.08 per pound.

Vanadium Sales

As a result of strengthening vanadium markets, during the year ended December 31, 2022, the Company sold approximately 642,000 pounds of the Company’s existing inventory of V2O5 (as FeV) at a net weighted average price of $13.67 per pound of V2O5. The Company expects to sell its remaining finished vanadium product when justified into the metallurgical industry, as well as other markets that demand a higher purity product, including the aerospace, chemical, and potentially the vanadium battery industries. The Company expects to sell to a diverse group of customers in order to maximize revenues and profits. The vanadium produced in the 2018/19 Pond Return campaign was a high-purity vanadium product of 99.6%-99.7% V2O5. The Company believes there may be opportunities to sell certain quantities of this high-purity material at a premium to reported spot prices.

Additionally, the Company intends to continue to selectively sell its V2O5 inventory on the spot market as markets warrant but will otherwise continue to maintain its vanadium in inventory.

Rare Earth Sales

The Company commenced its commercial production of a mixed RE Carbonate in March 2021 and has shipped all its RE Carbonate produced to-date to Neo Performance Material’s (“Neo’s”) REE separation plant, Silmet, located in Estonia where it is currently being fed into their separation process. All RE Carbonate produced at the Mill in 2022 was sold to Neo for separation at Silmet. Until such time as the Company commissions its own separation circuits at the Mill, which is expected to be in late 2023 or early 2024, all or a portion of RE Carbonate production is expected to be sold to Neo for separation at Silmet and/or, potentially, to other REE separation facilities outside of the U.S. To the extent not sold, the Company expects to stockpile mixed RE Carbonate at the Mill for future separation and other downstream REE processing at the Mill or elsewhere.

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During the year ended December 31, 2022, the Company sold approximately 89,000 kilograms of RE Carbonate at an average price of $23.88 per kilogram of RE Carbonate.

While the Company continues to make progress on its mixed RE Carbonate production and additional funds are spent on process enhancements, improving recoveries, product quality and other optimization, profits from this initiative are expected to be minimal until such time when monazite throughput rates are increased and optimized. However, even at the current throughput rates, the Company is recovering most of its direct costs of this growing initiative, with the other costs associated with ramping up production and process enhancements at the Mill being expensed as underutilized capacity production costs applicable to RE Carbonate and development expenditures. Throughout this process, the Company is gaining important knowledge, experience and technical information, all of which are valuable for current and future mixed RE Carbonate production and planned future production of separated REE oxides and other advanced REE materials at the Mill or elsewhere.

Rare Earth Element Initiatives

The Company is in advanced discussions with several sources of natural monazite (in addition to the Bahia Project) to secure additional supplies of monazite sands by offtake or otherwise, which if successful, would be expected to allow the Company to increase RE Carbonate production.

The Company continues to make progress toward full REE separation capabilities at the Mill to produce both “light” and “heavy” separated REE oxides in the coming years. The Company is currently separating La and Ce from its commercial RE Carbonate stream utilizing existing Mill infrastructure in order to produce an RE Carbonate product with higher concentrations of NdPr and “heavy” (Sm+) REEs. Energy Fuels is also proceeding with the modification and enhancement of its infrastructure at the Mill (“Phase 1”) to expand its “light” REE separation facilities to be capable of producing commercial quantities of separated NdPr oxide by later this year or early 2024, followed by planned further enhancements to expand NdPr production capability (“Phase 2”) and to produce separated Dy, Tb and potentially other REE materials in the future (“Phase 3”) from monazite and potentially other REE process streams.

Earlier this year, the Company began construction on its “Phase 1” REE separation facilities, which includes modifications and enhancements to the solvent extraction (“SX”) circuits at the Mill. “Phase 1” is expected to have the capacity to process approximately 8,000 to 10,000 MT of monazite per year, producing roughly 4,000 to 5,000 MT TREO, containing roughly 800 to 1,000 MT of recoverable separated NdPr oxide per year. Because Energy Fuels is utilizing existing infrastructure at the Mill, “Phase 1” capital is expected to total only approximately $25 million. “Phase 1” is expected to be operational later this year or early 2024, subject to receipt of sufficient monazite supply and successful construction and commissioning.

During “Phase 2,” Energy Fuels expects to expand its NdPr separation capabilities, with an expected capacity to process roughly 15,000 to 30,000 MT of monazite per year and expected recovery of approximately 7,500 to 15,000 MT of TREO, containing approximately 1,500 to 3,000 MT of NdPr oxide per year, or sufficient NdPr for 750,000 to 3.0 million EVs per year. “Phase 2” is also expected to add a dedicated monazite “crack-and-leach” circuit to the Mill’s existing leach circuits. The Company expects to complete “Phase 2” in 2026, subject to licensing, financing, and receipt of sufficient monazite feed.

During “Phase 3,” Energy Fuels expects to add “heavy” REE separation capabilities, including the production of Dy, Tb, and potentially other REE oxides and advanced materials. The Company will also evaluate the potential to produce La and Ce products. The Company expects to have additional “heavy” REE feedstock stockpiled from “Phase 1” and “Phase 2.” as feed for “Phase 3” REE separation. The Company expects to complete “Phase 3” in 2027, subject to licensing, financing, and receipt of sufficient feed.

In addition, the Company completed its purchase of the Bahia Project in Brazil on February 10, 2023. The Bahia Project is a well-known heavy mineral sand (“HMS”) deposit that has the potential to supply 3,000 – 10,000 tonnes of natural monazite sand concentrate per year for decades to the Mill for processing into high-purity REE oxides and other materials. While Energy Fuels’ 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 titanium (ilmenite and rutile) and zirconium (zircon) minerals that are also in high demand.

3,000 – 10,000 tonnes of monazite contains approximately 1,500 – 5,000 tonnes of TREO, including 300 – 1,000 tonnes of NdPr and significant commercial quantities of Dy and Tb. The Company is focused on monazite at the current time, as it has superior concentrations of these four (4) critical REEs compared to other REE-bearing minerals. These REE’s are used in the powerful neodymium-iron-boron (“NdFeB”) magnets that power the most efficient electric vehicles (“EV”), along with uses in other clean energy and defense technologies. For reference, a typical EV utilizes approximately one (1) to two (2) kilograms of NdPr oxide in its drivetrain. Based on this assumption, monazite from the Bahia Project alone is expected to supply enough

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NdPr oxide to power 150,000 to 1 million EVs per year. The uranium contained in the monazite, which is expected to be comparable to typical Colorado Plateau uranium deposits, will also be recovered at the Mill.

The acquisition of the Bahia Project is a part of the Company’s efforts to build a large and diverse book of monazite supply for its rapidly advancing REE processing business. The Company expects to procure monazite through Company-owned mines like the Bahia Project, joint ventures or other collaborations, and open market purchases, like the Company’s current arrangement with The Chemours Company. The Company is currently in advanced discussions with several additional current and future monazite producers around the world to supply Energy Fuels’ initiative. (see Part I, “Development of the Business: Major Transactions over the Past Five Years,” above).

Collaboration with RadTran on Recovering Medical Isotopes for Advanced Cancer Therapies

On July 28, 2021, the Company announced the execution of a Strategic Alliance Agreement with RadTran, a technology development company focused on closing critical gaps in the procurement of medical isotopes for emerging TAT cancer therapeutics and other applications. Under this strategic alliance, the Company is evaluating the feasibility of recovering Th-232, and Ra-226 from its existing RE Carbonate/uranium and uranium process streams at the Mill and, together with RadTran, is evaluating the feasibility of recovering Ra-228 from the Th-232, Th-228 from the Ra-228 and concentrating Ra-226 at the Mill. Recovered Ra-228, Th-228 and/or Ra-226 would then be sold to pharmaceutical companies and others to produce Pb-212, Ac-225, Bi-213, Ra-224 and/or Ra-223, which are the leading medically attractive TAT isotopes for the treatment of cancer. Existing supplies of these isotopes 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, the Company has the potential to recover valuable isotopes from its existing process streams, therefore recycling back into the market material that would otherwise be lost to disposal for use in treating cancer. See “Part I, Item 1. Business Overview: The Company’s Strategic Alliance for the Development of Radioisotopes for Medical Therapeutics” for a more detailed discussion of this initiative.

The San Juan County Clean Energy Foundation

In September 2021, the Company announced its establishment of the Foundation, a fund specifically designed to contribute to the communities surrounding the Mill in southeastern Utah. The Company made an initial deposit of $1 million into the Foundation and anticipates providing ongoing annual funding equal to 1% of the Mill’s future revenues. The Foundation will provide funding to local education, the environment, health/wellness, and local economic development in San Juan County, Utah. A six (6) person Advisory Board, consisting of local San Juan County citizens from the education, healthcare, and Native American communities, has been established to provide recommendations on grants. To date, the Foundation has committed $160,000 to AIS to fund STEM education for 12- to 14-year-old Native American students, in addition to $25,000 for the Canyonlands Field Institute (“CFI”) for outreach and training for Native American and other guides in the southeast Utah National Parks and Monuments.

Sale of Alta Mesa property to enCore Energy

On November 14, 2022, the Company announced that it had entered into a definitive agreement to sell three wholly owned subsidiaries that together hold the Alta Mesa ISR Project to enCore Energy Corp. for total consideration of $120 million. The transaction is expected to help the Company fully finance much of its uranium, REE, vanadium and medical isotope business plans for the next 2 to 3 years without diluting shareholders. The transaction closed on February 14, 2023. See “Part I, Item 1. Material Transactions”for a more detailed discussion of this transaction.

Known Trends or Uncertainties

The Company has had negative net cash outflows and net losses in previous years in part due to depressed uranium and vanadium prices We are not aware at this time of any trends or uncertainties that have had or are reasonably likely to have a material impact on revenues or income of the Company other than: (i) recent strengthening of uranium markets, which could result in the Company selling inventories at increased prices and/or signing additional contracts with nuclear utilities for the long-term supply of uranium; (ii) the recently implemented U.S. Uranium Reserve Program, which could result in improved uranium sales prices; and (iii) the Company’s REE and TAT radioisotope initiatives, which, if successful, could result in improved results from operations in future years. We are not aware at this time of any events that are reasonably likely to cause a material change in the relationship between costs and revenue of the Company.

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Continued Efforts to Minimize Costs

Although the Company is pursuing two new initiatives - its REE and TAT radioisotope initiatives - in addition to its existing uranium and vanadium products, which will likely require the Company to grow certain of its operations, the Company will continue to seek ways to minimize the costs of all its operations where feasible while maintaining its critical capabilities, manpower, and properties.

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Results of Operations

The following table summarizes the results of operations for the years ended December 31, 2022 and 2021 (in thousands of U.S. dollars, except per share amounts):

Years Ended December 31, Increase Percent

Revenues

Alternate Feed Materials processing and other 1,615 1,725 (110) (6) %

Costs and expenses applicable to revenues

Costs and expenses applicable to RE Carbonate 1,317 1,235 82 7 %

Costs and expenses applicable to vanadium concentrates 3,769 48 3,721 *

Other operating costs and expenses

Selling, general and administration

Other income (loss)

Basic and diluted net loss per common share $ (0.38) $ 0.01 $ (0.39) *

*Not meaningful.

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The following tables sets forth selected operating data and financial metrics for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Years Ended December 31, Increase Percent

Volumes Sold

Alternate Feed Materials (Billable)

*Not meaningful.

Years Ended December 31, Increase Percent

Realized Sales Price

Alternate Feed Materials ($/per wet ton) $ 1,477 $ 3,166 $ (1,689) (53) %

Costs and expenses applicable to revenues

Vanadium concentrates ($/lbs.) $ 5.87 $ 5.11 $ 0.76 15 %

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

For the year ended December 31, 2022, we recognized a net loss of $59.94 million or $0.38 per share compared to net income of $1.45 million or $0.01 per share for the year ended December 31, 2021. The change between periods was primarily due to (i) a gain of $35.73 million recognized on the sale of a portfolio of the Company's non-core conventional uranium projects to CUR in 2021, (ii) increased selling, general and administrative costs and (iii) increased standby costs between periods, partially offset by increased revenues in 2022.

For the year ended December 31, 2022, the Company recorded an operating loss of $44.94 million compared with an operating loss of $35.43 million for the year ended December 31, 2021, an increase of $9.51 million primarily due to an increase of $10.19 million in total selling, general and administrative costs between periods, which includes increased non-cash share-based compensation costs of $2.48 million.

Revenues

RE Carbonate

Revenues from RE Carbonate increased to $2.12 million for the year ended December 31, 2022 from $1.39 million for the year ended December 31, 2021, an increase of $0.74 million or 53%, primarily due to increased realized prices per kilogram, partially offset by lower sales volumes. Higher realized prices (calculated as the change in the year-to-year average realized price times current year sales volumes sold) accounted for an approximate $1.10 million increase in RE Carbonate revenue between periods. Lower sales volumes (calculated as the change in year-to-year sales volumes times the prior year realized price) accounted for an approximate $0.36 million decrease in RE Carbonate revenue between periods.

Vanadium concentrates

Revenues from vanadium concentrates increased to $8.78 million for the year ended December 31, 2022 from $0.07 million for the year ended December 31, 2021, primarily due to an increase of approximately 633,000 pounds of V2O5 shipped for processing and sale as FeV between periods. Additionally, realized prices of vanadium concentrates increased to $13.67 per pound from $7.87 per pound as a result of higher FeV sales.

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Alternate Feed Materials processing and other

Revenues from Alternate Feed Materials processing and other decreased to $1.62 million, which includes other revenue of $0.32 million, for the year ended December 31, 2022 from $1.73 million for the year ended December 31, 2021, which includes other revenue of $0.89 million, for the year ended December 31, 2021, a decrease of $0.11 million or 6%, primarily due to lower realized prices per wet ton processed, partially offset by higher sales volumes. The lower realized prices (calculated as the change in the year-to-year average realized price times current year volumes processed) accounted for an approximate $1.46 million decrease in Alternate Feed Materials processing and other revenue between periods. Lower realized prices were primarily due to a different contract pricing across customers. Higher sales volumes (calculated as the change in year-to-year volumes processed times the prior year realized price) accounted for an approximate $1.13 million increase in Alternate Feed Materials processing and other revenue between periods.

Costs and Expenses Applicable to Revenues

Costs and expenses applicable to RE Carbonate

Costs and expenses applicable to RE Carbonate increased to $1.32 million for the year ended December 31, 2022 from $1.24 million for the year ended December 31, 2021, an increase of $0.08 million or 7%, primarily due to higher average costs to process RE Carbonate, partially offset by lower volumes processed. Higher average processing costs (calculated as the change in the year-to-year average processing cost times current year volumes sold) accounted for an approximate $0.40 million increase in costs and expenses applicable to RE Carbonate between periods. Lower sales volumes (calculated as the change in year-to-year volumes sold times the prior year processing price) accounted for an approximate $0.32 million decrease in costs and expenses applicable to RE Carbonate between periods.

Costs and expenses applicable to vanadium concentrates

Costs and expenses applicable to vanadium concentrates increased to $3.77 million for the year ended December 31, 2022 from $0.05 million for the year ended December 31, 2021, primarily due to an increase of approximately 633,000 pounds of V2O5 processed and sold as FeV between periods.

Underutilized capacity production costs applicable to RE Carbonate

Underutilized capacity production costs applicable to RE Carbonate increased to $2.76 million for the year ended December 31, 2022, from $0.53 million for the year ended December 31, 2021, an increase of $2.23 million. The underutilized capacity production costs are due to low throughput rates as the Mill ramps-up to commercial-scale production of RE Carbonate. To date, the Mill has focused on producing commercially salable RE Carbonate at low throughput rates and has shipped its resulting product to Silmet. The Mill expects to increase its throughput rates as its supplies of monazite sands increase.

Other Operating Costs and Expenses

Exploration, development, permitting and land holding

Exploration, development, permitting and land holding costs decreased to $9.35 million for the year ended December 31, 2022 from $10.75 million for the year ended December 31, 2021, a decrease of $1.40 million or 13%. Exploration, development, permitting and land holding costs were primarily related to permitting costs and land holding expenses for our Pinyon Plain Project and the Whirlwind Project as well as continued progression of the RE Carbonate production program at the Mill for the year ended December 31, 2022. For the year ended December 31, 2021, exploration, development, permitting and land holding costs were primarily incurred for the first-time development of the RE Carbonate production program at the Mill.

While we expect the amounts relative to the items listed above have added future value to the Company, the Company expenses these costs in part due to the fact that the Company has not established Proven Mineral Reserves or Probable Mineral Reserves as defined by S-K 1300 or NI 43-101 through the completion of a final or bankable feasibility study for any of the Company’s projects as of the year ended 2022, with the exception of Sheep Mountain Project.

Standby costs

Costs related to the care and maintenance of the standby mines are expensed along with standby costs incurred when the Mill in standby status is operating at low levels of production or packaging.

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Standby costs increased to $13.22 million for the year ended December 31, 2022 from $9.46 million for the year ended December 31, 2021, an increase of $3.76 million or 40%, primarily due to higher costs incurred at the Mill and increased costs incurred at Colorado Plateau and Nichols Ranch between periods.

Selling, general and administrative

Selling, general and administrative expenses include costs associated with marketing uranium, corporate costs and other general and administrative costs. Corporate costs consist primarily of payroll and related expenses for personnel, contract and professional services, share-based compensation expense and other overhead expenditures.

Selling, general and administrative (excluding share-based compensation)

Selling, general and administrative expenses (excluding share-based compensation) increased to $20.85 million for the year ended December 31, 2022 from $13.14 million for the year ended December 31, 2021, an increase of $7.70 million or 59%, primarily due to increased professional service fees as well as increased salaries and benefits in connection with additional headcount incurred associated with the Company’s efforts to enhance its business processes to prepare for the current and future growth in activity in our Uranium and REE operations. Our headcount increased to 129 full-time employees as of December 31, 2022 from 102 full-time employees as of December 31, 2021.

Share-based compensation

Share-based compensation increased to $4.64 million for the year ended December 31, 2022 from $2.16 million for the year ended December 31, 2021, an increase of $2.48 million or 115%, primarily due to Board approved annual 2022 grant of awards coupled with a higher grant date fair value, completion of the requisite service period for 2021 and additional headcount.

Other Income (Loss)

Gain on disposal of non-core assets

For the year ended December 31, 2022, we recognized a gain on disposal of non-core assets related to the sale of land for $0.37 million. On October 27, 2021, the Company and CUR jointly announced that the parties had closed on the sale of certain of Energy Fuels’ non-core conventional uranium projects located in Utah and Colorado, including the Daneros Mine, the Tony M Mine, the Rim Mine, the Calliham (Sage Plain) Project and seven DOE lease tracts. For the year ended December 31, 2021, we recognized a gain on disposal of non-core assets of $35.73 million as these non-core conventional uranium project assets had no carrying value at the Closing Date. See Note 7 – Property, Plant and Equipment and Mineral Properties for more information.

Other income (loss)

Other income (loss) for the year ended December 31, 2022 was $15.37 million loss, net. These amounts primarily consist of a mark-to-market loss on investments accounted for at fair value of $16.90 million, partially offset by a gain on foreign exchange of $2.06 million.

Other income (loss) for the year ended December 31, 2021, was $1.14 million income, net. These amounts primarily consist of a $6.31 million mark-to-market gain on investments accounted for at fair value, DOE award of $1.90 million and other of $1.14 million, partially offset by a mark-to-market loss on the increase in fair value of warrant liabilities of $8.08 million and a loss on foreign exchange of $0.13 million.

Year Ended December 31, 2021 compared to Year Ended December 31, 2020

Refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion on the results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020.

LIQUIDITY AND CAPITAL RESOURCES

Funding of Major Cash Requirements

Our primary short-term and long-term cash requirements are to fund working capital needs and operating expenses (including our contractual lease, decommissioning and other obligations as described in “Contractual Obligations” below), capital expenditures and potential future growth opportunities through ongoing initiatives such as our REE program, Bahia Project, solvent extraction and TAT radioisotope initiative as well as business and property acquisitions.

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We expect to be able to fund working capital and operating expenses, capital expenditures and currently planned growth initiatives over the next 12 months through available cash balances, product inventory sales, if needed, and asset sales. We may also increase our working capital through issuances of Common Shares in appropriate circumstances. We intend to continue to pursue the acquisition of monazite mineral rights and other uranium producing assets.

We are actively focused on our forward-looking liquidity needs, especially in light of the current depressed uranium markets, though recent market trends are higher. If current uranium prices persist for an extended period of time, or our REE and TAT radioisotope initiatives are not successful, we may be required to raise capital or take other measures to fund our long-term ongoing operations. Significant development activities, such as the modification and enhancement of existing Mill facilities to commission REE separation circuits at the Mill, would require significant capital expenditures in future years that would require us to arrange for financing in advance of planned expenditures. We expect to continue to augment our current financial resources with external financing as our long-term business needs require. We cannot provide any assurance that we will pursue any of these transactions or that we will be successful in completing them on acceptable terms or at all.

Shares Issued for Cash

The Company has an ATM program in place, which allows the Company to make Common Share distributions to the extent qualified under a U.S. shelf registration statement on Form S-3 and one or more prospectus supplements. The Company’s current U.S. shelf registration statement was declared effective on March 18, 2021 and permits the Company to sell any combination of Securities (as defined therein) in one or more offerings having an aggregate offering price of up to $300.00 million. Most recently, on January 3, 2022, we filed with the SEC a prospectus supplement to our U.S. shelf registration statement, qualifying for distribution up to $50.00 million in additional common shares under the ATM. Sales made pursuant to the above summarized U.S. shelf registration statements and prospectus supplements are made on the NYSE American at then-prevailing market prices, or any other existing trading market of the Common Shares in the U.S. During the year ended December 31, 2022, we issued 769,779 shares under our ATM for net proceeds of $7.86 million. See Note 9 – Capital Stock for more information.

Working Capital and Future Requirements for Funds

We manage our liquidity risk through the management of our working capital and capital structure. As of December 31, 2022, our working capital was $116.97 million, which includes (i) $62.82 million of cash, (ii) $12.19 million of marketable securities, (iii) approximately 1,027,000 pounds and 985,000 pounds of uranium and vanadium finished goods inventory, respectively, and (iv) $12.38 million of property plant and equipment and other assets held for sale, net related to Alta Mesa. Additionally, working capital includes a deferred liability of $6.00 million related to deposits made by enCore for Alta Mesa that we received prior to December 31, 2022. We believe we have sufficient cash and resources to carry out our business plan for at least the next twelve months.

Cash and Cash Flows

The following table summarizes our cash flows (in thousands):

Year Ended December 31,

Net cash used in operating activities $ (49,702) $ (29,294)

Net cash provided by (used in) investing activities $ (7,065) 3,186

Net cash provided by financing activities $ 7,870 117,940

Effect of exchange rate fluctuations on cash held in foreign currencies $ (66) 5

Less: restricted cash—held for sale $ (3,590) —

Net change in cash, cash equivalents and restricted cash $ (52,553) 91,837

Cash, cash equivalents and restricted cash, beginning of period $ 132,822 40,985

Cash, cash equivalents and restricted cash, end of period $ 80,269 $ 132,822

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Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Net cash used in operating activities

Net cash used in operating activities increased by $20.41 million to $49.70 million for the year ended December 31, 2022 from $29.29 million for the year ended December 31, 2021, primarily due to a $7.70 million increase in selling, general and administrative expenses excluding non-cash share-based compensation, a $7.96 million increase in prepaid expenses and other current assets and increased inventory purchases between periods.

Net cash provided by (used in) investing activities

Net cash used in investing activities was $7.07 million for the year ended December 31, 2022. Net cash provided by investing activities was $3.19 million for the year ended December 31, 2021. The change between periods was due to purchases of $11.44 million of marketable securities and a $6.00 million non-refundable deposit received related to the divestiture of the Alta Mesa assets in 2022, $2.55 million received for maturities and sales of marketable securities in 2021 and $2.00 million received for the sale non-core conventional uranium projects in 2021. See Note 7, “Property, Plant and Equipment and Mineral Properties” for more information.

Net cash provided by financing activities

Net cash provided by financing activities decreased to $7.87 million for the year ended December 31, 2022 from $117.94 million for the year ended December 31, 2021, primarily due to a decrease of $98.32 million received for the issuance of common shares, net of issuance costs under our ATM between periods (see Note 9 – Capital Stock), $9.84 million for cash received in 2021 for the exercise of warrants and a $1.62 million decrease in cash received from the exercise of stock options.

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

Refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Cash Flows” in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion on cash and cash flows for the year ended December 31, 2021 compared to the year ended December 31, 2020.

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2022 (in thousands).

Payments Due by Period

Less than 1 More than

Total year 1 - 3 years 3 - 5 years 5 years

The Company entered into commitments with federal and state agencies and private individuals to lease surface and mineral rights. These leases are primarily renewable annually and are expected to total $2.12 million for the year ended December 31, 2023. In December 2020, the Company entered into a three-year agreement to purchase natural monazite sands from a third party for its REE program. The Company’s obligation under that agreement is approximately $1.6 million per year through 2023 depending on the quantities of monazite delivered by the third party.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of these consolidated financial statements in accordance with U.S. GAAP requires the use of certain critical accounting estimates and judgments that affect the amounts reported. It also requires management to exercise judgment in applying the Company’s accounting policies. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience. Although the Company regularly reviews the estimates and judgments made that affect these financial statements, actual results may be materially different.

Significant estimates made by management include:

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a. Development Stage

The Company has established the existence of multiple Mineral Resources and extracts and processes saleable uranium from its operations and has established Proven Mineral Reserves or Probable Mineral Reserves, as defined under SEC S-K 1300, at each of its Sheep Mountain and Pinyon Plain Projects. As a result, the Company is a “Development Stage Issuer” as defined by S-K 1300, as it is engaged in the preparation of Mineral Reserves for extraction on at least one material property.

As the Company’s material properties having only Mineral Resources are still in the exploration stage, the Company continues to expense most amounts that would normally be capitalized and subsequently depreciated or depleted over the life of Mineral Reserve-based mining operations. Items, such as the construction of wellfields and related header houses, additions to recovery facilities and advancement of properties, are expensed in the period incurred. As a result, the Company’s consolidated financial statements may not be directly comparable to the financial statements of mining companies having numerous Mineral Reserves in the development stage or production stage.

b. Resource and reserve estimates utilized

The Company utilizes estimates of its Mineral Resources and Mineral Reserves based on information compiled by Qualified Persons, as defined by S-K 1300. Geological information relating to the size, depth and shape of the deposits requires complex geological judgments to interpret. The estimation of future cash flows related to Mineral Resources and Mineral Reserves is based upon a number of factors, such as estimates of future uranium prices, future construction and operating costs and geological assumptions and judgments made in estimating the size and grade of the Mineral Resource or Mineral Reserve. Changes in the Mineral Resource and Mineral Reserve estimates may impact the carrying value of mining and recovery assets, goodwill, reclamation and remediation obligations and depreciation and impairment.

Following the SEC’s codification of S-K 1300, which represented significant changes by the SEC to the existing mining disclosure framework to better align it with international industry and regulatory practice, the Company, in March 2022, filed for the first time joint S-K 1300/NI 43-101 Technical Report Summaries for the following Projects: Sheep Mountain, Nichols Ranch, Alta Mesa, Pinyon Plain, Roca Honda, Bullfrog and La Sal, thereby replacing their previously filed NI 43-101 reports. In response to three SEC Staff Comments set forth in a letter to the Company, dated December 21, 2022, the Company is filing amended joint S-K 1300/NI 43-101 TRS for the Sheep Mountain and Nichols Ranch Projects as Exhibits 96.1 and Exhibit 96.5 to this Annual Report. The Company is also replacing its February 22, 2022 “Technical Report on the Pinyon Plain Project, Coconino County, Arizona, USA” with the Project’s first Prefeasibility Study, attached as Exhibit 96.2 to this Annual Report and also S-K 1300/NI 43-101 compliant. These three new TRS have resulted in the following material adjustments to the Mineral Reserve and Mineral Resource estimates, as compared to the estimates set out in the Company’s Annual Report for the year ended December 31, 2021:

•Pinyon Plain: the Measured Mineral Resources (uranium) decreased from 55,000 pounds of U3O8 to 0.0 pounds of U3O8; the Indicated Mineral Resources (uranium) decreased from 2,347,000 pounds of U3O8 to 703,000 pounds of U3O8; the Inferred Mineral Resources (uranium) decreased from 126,000 pounds of U3O8 to 48,000 pounds of U3O8; the total uranium Mineral Resources decreased from 2,528,000 pounds of U3O8 to 751,000 pounds of U3O8; and the average grade of the uranium Mineral Resources increased from 0.85% U3O8 to 0.89% U3O8;

•Pinyon Plain: the Measured, Indicated and Inferred Mineral Resources related to copper remained unchanged;

•Pinyon Plain: the Proven Mineral Reserves (uranium) increased from 0.0 pounds U3O8 to 50,800 pounds of U3O8; the Probable Mineral Reserves (uranium) increased from 0.0 pounds U3O8 to 1,517,000 pounds of U3O8; the total uranium Mineral Reserves increased from 0.0 pounds of U3O8 to 1,567,800 pounds of U3O8 at an average grade of 0.58% U3O8; and

The Mineral Resources attributed to the Alta Mesa Project, which was sold to enCore on February 14, 2023, See “Part I, Item 1. Material Transactions,” remain in this disclosure because they were held by the Company on December 31, 2022. At the time of the filing of this disclosure they will no longer be attributed to the Company.

Mineral Resources were reported for non-material properties in 2021 and were not covered by the joint S-K 1300/NI 43-101 reports. No changes have been made to the materiality of these properties and no Mineral Resources were reported in 2022.

c. Depreciation of mining and recovery assets acquired

For mining and recovery assets actively extracting and recovering uranium, we depreciate the acquisition costs of the mining and recovery assets on a straight-line basis over our estimated lives of the mining and recovery assets. The process of

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estimating the useful life of the mining and recovery assets requires significant judgment in evaluating and assessing available geological, geophysical, engineering and economic data, projected rates of extraction and recovery, estimated commodity price forecasts and the timing of future expenditures, all of which are, by their very nature, subject to interpretation and uncertainty.

Changes in these estimates may materially impact the carrying value of the Company’s mining and recovery assets and the recorded amount of depreciation.

d. Impairment testing of mining and recovery assets

We undertake a review of the carrying values of our mining and recovery assets whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and undiscounted net cash flows. An impairment loss is recognized when the carrying value of a mining or recovery asset is not recoverable based on this analysis. In undertaking this review, we are required to make significant estimates of, among other things, future production and sale volumes, forecasted commodity prices, future operating and capital costs and reclamation costs to the end of the mining asset’s life. These estimates are subject to various risks and uncertainties, which may ultimately have an impact on the expected recoverability of the carrying values of mining and recovery assets. We have not recorded an impairment loss related to our mining and recovery assets for the years ended December 31, 2022, 2021 and 2020.

e. Asset retirement obligations

Asset retirement obligations are recorded as a liability when an asset that will require reclamation and remediation is initially acquired. For disturbances created on a property owned that will require future reclamation and remediation, we record asset retirement obligations for such disturbance when occurred. We have accrued our best estimate of our share of the cost to decommission its mining and milling properties in accordance with existing laws, contracts and other policies. The estimate of future costs involves a number of estimates relating to timing, type of costs, mine closure plans and review of potential methods and technical advancements. Furthermore, due to uncertainties concerning environmental remediation, the ultimate cost of our decommissioning liability could differ from the amounts provided. The estimate of our obligation is subject to change due to amendments to applicable laws and regulations and as new information concerning our operations becomes available. We are not able to determine the impact on its financial position, if any, of environmental laws and regulations that may be enacted in the future. Additionally, the expected cash flows in the future are discounted at our estimated credit-adjusted risk-free rate based on the periods the Company expects to complete the reclamation and remediation activities. Differences in the expected periods of reclamation or in the credit-adjusted risk-free rates used could have a material difference in the actual settlement of the obligations compared with the amounts provided.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to risks associated with commodity prices, interest rates and credit. Commodity price risk is defined as the potential loss that we may incur as a result of changes in the market value of uranium, vanadium, and REEs. Interest rate risk results from our debt and equity instruments that we issue to provide financing and liquidity for our business. Credit risk arises from the extension of credit throughout all aspects of our business. Industry-wide risks can also affect our general ability to finance exploration, and development of exploitable resources; such effects are not predictable or quantifiable. Market risk is the risk to the Company of adverse financial impact due to changes in the fair value or future cash flows of financial instruments as a result of fluctuations in interest rates and foreign currency exchange rates.

Commodity Price Risk

Our profitability is directly related to the market price of uranium, vanadium and REEs recovered. We may, from time to time, undertake commodity and currency hedging programs, with the intention of maintaining adequate cash flows and profitability to contribute to the long-term viability of the business. We anticipate selling forward in the ordinary course of business if, and when, we have sufficient assets and recovery to support forward sale arrangements, and forward sale arrangements are available on suitable terms. There are, however, risks associated with forward sale programs. If we do not have sufficient recovered product to meet our forward sale commitments, we may have to buy or borrow (for later delivery back from recovered product) sufficient product in the spot market to deliver under the forward sales contracts, possibly at higher prices than provided for in the forward sales contracts, or potentially default on such deliveries. In addition, under forward contracts, we may be forced to sell at prices that are lower than the prices that may be available on the spot market when such deliveries are completed. Although we may employ various pricing mechanisms within our sales contracts to manage our exposure to price fluctuations, there can be no assurance that such mechanisms will be successful. There can also be no assurance that we will be able to enter

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into term contracts for future sales of uranium, vanadium, RE Carbonate, separated REE oxides or other REE products at prices or in quantities that would allow us to successfully manage our exposure to price fluctuations.

Interest Rate Risk

The Company is exposed to interest rate risk on its cash equivalents, deposits, and restricted cash. The Company does not use derivatives to manage interest rate risk. Our interest income is earned in U.S. dollars and is not subject to currency risk.

Currency Risk

The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates. As the U.S. Dollar is the functional currency of our U.S. operations, the currency risk has been reduced. We maintain a nominal balance in Canadian dollars, resulting in a low currency risk relative to our cash balances.

The following table summarizes, in U.S. dollar equivalents, the Company’s major foreign currency (Cdn$) exposures as of December 31, 2022 (in thousands):

Cash and cash equivalents $ 967

Trade and other receivables 1,537

Accounts payable and accrued liabilities (641)

The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to our financial instruments as of December 31, 2022 with all other variables held constant. It shows how net income (loss) would have been affected by changes in the relevant risk variables that were reasonably possible at that date (in thousands).

Change forSensitivity Analysis Increase (Decrease) in Other Comprehensive Income

Strengthening net earnings +1% change in US dollar / Cdn$ $ 25

Weakening net earnings -1% change in US dollar / Cdn$ $ (25)

Credit Risk

Credit risk relates to cash and cash equivalents, trade, and other receivables that arise from the possibility that any counterparty to an instrument fails to perform. The Company primarily transacts with highly rated counterparties and a limit on contingent exposure has been established for any counterparty based on that counterparty’s credit rating. As of December 31, 2022, the Company’s maximum exposure to credit risk was the carrying value of cash and cash equivalents and trade and note receivables.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ENERGY FUELS INC.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

Contents

Financial Statements:

Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 169

Notes to the Consolidated Financial Statements 174

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Energy Fuels Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Energy Fuels Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022 based on criteria established in

Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

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in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Asset retirement obligation costs

As discussed in Note 8 to the consolidated financial statements, the Company recorded an asset retirement obligation (ARO) liability of $9.6 million as of December 31, 2022. The estimate of future costs involves a number of estimates relating to timing, planned decommissioning activities, and review of potential methods and technical advancements.

We identified the evaluation of the future costs for decommissioning activities as a critical audit matter. Specialized skills and knowledge were required to evaluate the Company’s determination of decommissioning activities and their related costs to satisfy ARO. In addition, the ARO was sensitive to minor changes to significant assumptions, such as decommissioning cost.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s ARO process, including certain controls related to the estimation of decommissioning costs. We tested the determination of the planned decommissioning activities used in the estimate by inquiring of management, inspecting minutes of the board of directors, and reviewing underlying documentation, including management’s plan for mining. We involved environmental professionals with specialized skills and knowledge, who assisted in evaluating the Company’s planned remediation activities for certain sites and changes in the liability and assumptions from those used in the prior period, including comparing the Company’s planned remediation activities to those communicated to regulatory authorities.

/s/ KPMG LLP

We have served as the Company’s auditor since 2017.

Denver, Colorado

March 8, 2023

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ENERGY FUELS INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Expressed in thousands of U.S. dollars, except per share amounts)

Years Ended December 31,

Revenues

Vanadium concentrates 8,778 74 —

Alternate Feed Materials processing and other 1,615 1,725 1,658

Costs and expenses applicable to revenues

Costs and expenses applicable to RE Carbonate 1,317 1,235 —

Costs and expenses applicable to vanadium concentrates 3,769 48 —

Underutilized capacity production costs applicable to RE Carbonate 2,758 531 —

Total costs and expenses applicable to revenues 7,844 1,814 —

Other operating costs

Impairment of inventories — — 1,644

Exploration, development, permitting and land holding 9,346 10,750 4,333

Other income (loss)

Gain on disposal of non-core assets (Note 7) 366 35,733 —

Items that may be reclassified in the future to profit and loss

Foreign currency translation adjustment (3,889) (365) (681)

Net income (loss) attributable to:

Non-controlling interests (95) (93) (96)

Comprehensive income (loss) attributable to:

Non-controlling interests (95) (93) (96)

See accompanying notes to the consolidated financial statements.

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ENERGY FUELS INC.

Consolidated Balance Sheets

(Expressed in thousands of U.S. dollars, except share amounts)

December 31,

ASSETS

Current assets

Prepaid expenses and other current assets 9,529 1,568

Other long-term receivables 1,537 —

Operating lease right of use asset 1,376 408

Investments accounted for at fair value (Note 6) 19,329 38,538

Property, plant and equipment, net (Note 7) 12,662 21,983

LIABILITIES & EQUITY

Current liabilities

Accounts payable and accrued liabilities (Note 13) $ 6,929 $ 5,764

Operating lease liability 59 324

Deposits for assets held for sale 6,000 —

Equity

Accumulated other comprehensive income (loss) (1,946) 1,943

Commitments and contingencies (Note 14)

See accompanying notes to the consolidated financial statements.

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ENERGY FUELS INC.

Consolidated Statements of Changes in Equity

(Expressed in thousands of U.S. dollars, except share amounts)

Shares Amount

Other comprehensive loss — — — (681) (681) — (681)

Shares issued for the vesting of restricted stock units 490,453 — — — — — —

Shares issued for exercise of warrants 200 1 — — 1 — 1

Contributions attributable to non-controlling interest — — — — — 133 133

Other comprehensive loss — — — (365) (365) — (365)

Shares issued for the vesting of restricted stock units 478,781 — — — — — —

Shares issued for exercise of stock appreciation rights 5,643 — — — — — —

Contributions attributable to non-controlling interest — — — — — 311 311

Shares issued for the vesting of restricted stock units 362,350 — — — — — —

Shares issued for exercise of stock appreciation rights 3,635 — — — — — —

Contributions attributable to non-controlling interest — — — — — 126 126

See accompanying notes to the consolidated financial statements.

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ENERGY FUELS INC.

Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. dollars)

Years Ended December 31,

OPERATING ACTIVITIES

Gain on disposal of non-core assets (366) (35,733) —

Change in value of Convertible Debentures — — (156)

Change in value of warrant liabilities — 8,078 5,436

Unrealized foreign exchange (gain) loss (2,080) 129 (1,045)

Revision and settlement of asset retirement obligation (238) (369) (7,845)

Impairment of inventories — — 1,644

Change in investments accounted for at fair value 16,808 (6,311) (1,729)

Changes in current assets and liabilities

Prepaid expenses and other current assets (8,886) (257) 149

INVESTING ACTIVITIES

Purchase of property, plant and equipment (1,996) (1,368) (627)

Deposits for assets held for sale 6,000 — —

Purchases of marketable securities (11,435) — —

Maturities and sales of marketable securities — 2,554 4,208

Proceeds from disposal of non-core assets — 2,000 —

Proceeds from sale of mineral properties 366 — —

Net cash provided by (used in) investing activities (7,065) 3,186 3,581

FINANCING ACTIVITIES

Issuance of common shares for cash, net of issuance costs 7,886 106,208 52,390

Cash received from exercise of stock options 753 2,375 491

Cash received from exercise of warrants — 9,840 —

Repayment of loans and borrowings — — (16,015)

Cash received from non-controlling interest 126 311 133

Less: restricted cash related to assets held for sale (3,590) — —

Net change in cash, cash equivalents and restricted cash (52,553) 91,837 8,094

Non-cash investing and financing transactions:

Issuance of common shares for consulting services $ 205 $ 242 $ 188

Supplemental disclosure of cash flow information:

Net cash paid during the period for:

See accompanying notes to the consolidated financial statements.

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ENERGY FUELS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars except share and per share amounts)

1. THE COMPANY AND DESCRIPTION OF BUSINESS

Energy Fuels Inc. was incorporated under the laws of the Province of Alberta and was continued under the Business Corporations Act (Ontario).

Energy Fuels Inc. and its subsidiary companies (collectively, the “Company” or “Energy Fuels”) are together engaged in conventional and in situ recovery (“ISR”) uranium extraction, recovery and sales of uranium from mineral properties, and the recycling of uranium-bearing materials generated by third parties, along with the exploration, permitting and evaluation of uranium properties in the United States (the “U.S.”). As a part of these activities, the Company also acquires, explores, evaluates and, if warranted, permits uranium properties. The Company’s final uranium product, uranium oxide concentrate (“U3O8” or “uranium concentrate)”, known more commonly as “yellowcake,” is sold to customers for further processing into fuel for nuclear reactors. The Company also produces vanadium pentoxide (“V2O5”), along with uranium at the White Mesa Mill (the “White Mesa Mill” or the “Mill”), from certain of its Colorado Plateau properties as market conditions warrant and at times from solutions in its Mill tailings impoundment system. The Mill is also ramping up to commercial production of rare earth element (“REE”) carbonate (“RE Carbonate”) from various uranium- and REE-bearing materials acquired from third parties and is working on modifications and enhancements at the Mill for the potential production of separated REE oxides. Additionally, the Company is evaluating the potential to recover radioisotopes from its existing process streams at the Mill for use in targeted alpha therapy (“TAT”) therapeutics for the treatment of cancer.

With its uranium, vanadium, REE and potentially radioisotope production, the Mill is working to establish itself as a critical minerals hub in the U.S. Uranium is the fuel for carbon-free, emission-free baseload nuclear power – one of the cleanest forms of energy in the world. The REEs produced are used to manufacture permanent magnets for electric vehicles, wind turbines and other clean energy and modern technologies. The Company's uranium and REE production and recycling helps Energy Fuels play a part in addressing global climate change and reducing air pollution. Additionally, the radioisotopes, which the Company is evaluating for recovery from its REE/uranium and uranium processing streams, have the potential to provide the isotopes needed for emerging TAT cancer-fighting therapeutics.

The Company is a “development stage issuer” as defined by S-K 1300, as it is engaged in the preparation of Mineral Reserves for the extraction on at least one material property.

Mining Activities

Mining activities consist of the Mill, conventional mining projects and two ISR mining projects (complete with two ISR recovery facilities on standby and two wellfields). The conventional projects are located at the Colorado Plateau, Bullfrog, Arizona Strip and Roca Honda Projects, all of which are in the vicinity of the Mill, in addition to the Sheep Mountain Project located in Wyoming. ISR projects include the Nichols Ranch Project (which includes the Jane Dough Property and the Hank Satellite Plant) located in Wyoming and the Alta Mesa ISR Project (the “Alta Mesa Project”) located in Texas, both of which are on standby. On November 14, 2022, the Company announced the sale of the Alta Mesa Project, which closed on February 14, 2023. See Note 18 – Subsequent Events for more information.

As of December 31, 2022, other than performing rehabilitation and development work on its La Sal, Beaver, Whirlwind and Pinyon Plain projects, the conventional mining projects in the vicinity of the Mill and Sheep Mountain are on standby and are being evaluated for continued mining activities and/or are in the process of being permitted. The Mill has completed its most recent vanadium campaign, continues to receive third-party uranium-bearing mineralized materials from mining and recycling activities, such as the Mill’s alternate feed program, for processing and continues to expand its U.S.-based REE initiatives and develop its cancer therapeutics initiatives.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are presented in thousands of U.S. dollars (“USD”), except for share and per share amounts. Certain footnote disclosures, where indicated, have share prices that are presented in Canadian dollars (“Cdn$”).

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Use of Estimates

The preparation of the Company's consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The Company must make these estimates and assumptions because certain information used is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies.

The more significant areas requiring the use of management estimates and assumptions relate to expectations of the future price of uranium and estimates of recoverable mineral resources that are the basis for future cash flow estimates utilized in assessing fair value for business combinations and impairment calculations; the determination of whether an acquisition represents a business combination or an asset acquisition; the use of management estimates and assumptions related to environmental, reclamation and closure obligations; marketable securities and derivative instruments; and share-based compensation expense. Actual results may differ significantly from these estimates.

Principles of Consolidation

These consolidated financial statements include the accounts of the Company together with subsidiaries controlled by the Company. Intercompany transactions, balances and unrealized gains and losses on transactions between the Company and its subsidiaries are eliminated. Management has evaluated how the Company is organized and managed and has identified that the Company is organized and managed as one segment. The functional currency of the Company’s operations is the USD.

Extracting and Recovery Activities While in the Development Stage

The Company extracts or recovers mineralized uranium from mining activities, mill tailings, pond solutions and Alternate Feed Materials, resulting in saleable uranium concentrates from its Mill and, when operating, its Nichols Ranch and Alta Mesa ISR Projects. While the Company has established the existence of multiple Mineral Resources and extracts and processes saleable uranium from these operations, the Company has only established proven or probable Mineral Reserves, as defined under SEC S-K 1300, at its Sheep Mountain Project.

Costs incurred before the establishment of proven and probable reserves are expensed and classified as development expense. As a result, the Company’s consolidated financial statements may not be directly comparable to the financial statements of mining companies in the development stage having multiple Mineral Reserves or in the production stage.

Impairment of Long-Lived Assets

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Mineral properties are monitored for impairment based on factors such as mineral prices, government regulation and taxation, the Company's continued right to explore the area, exploration reports, assays, technical reports, drill results and its continued plans to fund exploration programs on the property.

At each reporting date, the Company conducts a review of potential triggering events for all its mineral properties. When events or changes in circumstances indicate that the related carrying amounts may not be recoverable, the Company carries out a review and evaluation of its long-lived assets in accordance with its accounting policy. Impairment losses are recognized in profit or loss.

Recoverability is measured by comparing the undiscounted future net cash flows to the net book value. When the net book value exceeds future net undiscounted cash flows, the fair value is compared to the net book value and an impairment loss may be measured and recorded based on the excess of the net book value over fair value. Fair value for operating mines is determined using a combined approach, which uses a discounted cash flow model for the existing operations and non-operating properties with available cash flow models and a market approach for the fair value assessment of non-operating and exploration properties where no cash flow model is available. Future cash flows are estimated based on quantities of recoverable mineralized material, expected uranium prices (considering current and historical prices, trends and estimates), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans. In estimating future cash flows, assets are grouped at the lowest level, for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company's estimates of future cash flows are based on numerous assumptions, and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, uranium prices, production levels, costs and capital are each subject to significant risks and uncertainties.

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No impairment of property, plant and equipment, mineral properties and mineral properties held for sale were recorded in the years ended December 31, 2022, 2021 and 2020.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value. Restricted cash is excluded from cash and cash equivalents and is included in other current or long-term assets, depending on the nature of the restriction. See Note 8 – Asset Retirement Obligations and Restricted Cash for more information.

Marketable Securities

Marketable debt securities consist of excess cash invested in U.S. government notes, U.S. government agencies and tradeable certificates of deposits. The Company classifies and accounts for its marketable debt securities under the fair value option. After consideration of the Company's risk versus reward objectives, as well as its liquidity requirements, the Company may sell these debt securities prior to their stated maturities. As management views these securities as available to support current operations, the Company classifies highly liquid securities with maturities beyond 12 months as current assets under the caption Marketable securities on the Consolidated Balance Sheet. Subsequent to initial recognition, marketable debt securities are measured at fair value and changes therein are recognized as a component of Other income (loss) in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Marketable equity securities consist of investments in publicly traded equity securities. The Company classifies and accounts for its marketable equity securities as available-for-sale. Subsequent to initial recognition, marketable equity securities are measured at fair value and changes therein are recognized as a component of Other income (loss) in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company evaluates its estimate of expected credit losses based on historical experience and current and forecasted future economic conditions for each portfolio of customers. As of December 31, 2022 and 2021, the Company did not have an allowance for expected credit losses for trade accounts receivable.

Investments at Fair Value

The Company accounts for investments over which the Company exerts significant influence, but not control, over the financial and operating policies through the fair value option of Financial Accounting Standards Board (the “FASB”) Accounting Standard Codification (“ASC”) Topic 825, Financial Instruments. The Company elected the fair value option based on practical expedience, variances in reporting timelines and cost-benefit considerations. The cost of such investments is measured at the fair value of the assets given up, shares issued and liabilities assumed at the date of acquisition plus costs directly attributable to the acquisition. Subsequent to initial recognition, they are measured at fair value. The fair value of the investee’s common shares is measured based on its closing market price. The Company uses the Black-Scholes option pricing model to estimate the fair value of its investment in warrants with the following assumptions: (i) the investee’s closing market price on the valuation date, (ii) the risk-free interest rate computed based on the U.S. Treasury yield, (iii) an expected term equal to the remaining contractual term, (iv) a dividend yield of zero, and (v) the expected stock price volatility calculated based on the historical volatility of the common shares of the investee. Changes in the fair value of these investments are recognized in Other income (loss) in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). As of December 31, 2022 and 2021, investments at fair value included the Company's 13.5% and 14.8% investment in Virginia Energy, respectively, and as December 31, 2022 and 2021, also included the Company’s 17.4% and 19.1% investment in Consolidated Uranium Inc. (“CUR”), respectively.

Inventories

Inventories are valued at the lower of average cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term prices, less the estimated costs to bring the product to sale. Inventories are comprised of stockpiles or raw materials, work-in-process inventories and finished goods. Expenditures related to the extraction and recovery of uranium concentrates and depreciation of the acquisition cost of the Extracting and Recovery Operations are inventoried as stockpiles and in-process and concentrate inventories.

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Property, Plant and Equipment

Recognition and measurement

Property, plant and equipment are measured at cost less accumulated depreciation, and any accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, when it is replaced, and the cost of the replacement asset is expensed.

Depreciation and amortization

Depreciation and amortization are calculated on a straight-line basis to their estimated residual value over an estimated useful life, which ranges from 3 to 15 years depending upon the asset type. When assets are retired or sold, the resulting gains or losses are reflected in current earnings as a component of other income or expense. Residual values, method of depreciation and useful lives of the assets are reviewed at least annually and any change in estimate is applied prospectively.

Where straight-line depreciation is utilized, the range of useful lives for various asset classes is generally as follows:

Buildings 12 - 15 years

Storage tanks 15 years

Shop tools and equipment 3 - 5 years

Mining equipment 5 years

Office equipment 4 - 5 years

Furniture and fixtures 5 - 7 years

Light trucks and utility vehicles 5 years

Non-Operating Assets

Non-operating assets consist of mineral properties and rights, along with data and analyses related to the properties, which are in various stages of evaluation and permitting. Costs to acquire the non-operating assets are capitalized at cost or fair value if such assets were a part of a business combination.

Mining activities for non-operating assets involve the search for minerals, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Expenditures incurred in relation to such mining activities include costs which are directly attributable to researching and analyzing existing exploration data; conducting geological studies, exploratory drilling and sampling; examining and testing extraction and treatment methods; and completing pre-feasibility and feasibility studies. Such expenditures are expensed as incurred.

Mineral properties, that are not held for production, and any related surface access to the minerals generally require periodic payments and/or certain expenditures related to the property in order for the Company to retain its interest in the mineral property (collectively, “Holding Costs”). The Company expenses all Holding Costs in the period they are incurred.

Stand-by Properties

Stand-by properties are mineral properties that have extracted mineral resources in the past but are currently non-operating or properties, which could extract mineral resources in the future. Expenditures related to these properties are primarily related to maintaining the assets and permits in a condition that will allow re-start of the operations or development given appropriate commodity prices. All costs related to stand-by assets are expensed as incurred.

The Mill operates on a campaign basis. When the Mill is not recovering material, all related costs are expensed as incurred.

Leases

The Company accounts for leases under ASC Topic 842, Leases, which requires leases to be recognized as assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The Company recognizes in the balance sheet a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of twelve months or less, the Company has made an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities.

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Asset Retirement Obligations

The Company’s asset retirement obligations (“ARO”) relate to expected mine, wellfield, plant and mill reclamation and closure activities, as well as costs associated with reclamation of exploration drilling. The Company’s activities are subject to numerous governmental laws and regulations. Estimates of future reclamation liabilities for ARO are recognized in the period when such liabilities are incurred. These estimates are updated on a periodic basis and are subject to changing laws, regulatory requirements, changing technology and other factors which will be recognized when appropriate. Liabilities related to site restoration include long-term treatment and monitoring costs and incorporate total expected costs net of recoveries. Expenditures incurred to dismantle facilities, restore and monitor closed resource properties are charged against the related ARO.

The present value of AROs is measured by discounting the expected cash flows using a discount factor that reflects the credit-adjusted risk-free rate of interest, while taking into account an inflation rate. The decommissioning liability is accreted to full value over time through periodic accretion charges recorded to operations as accretion expense. The Company adjusts the estimate of the ARO for changes in the amount or timing of underlying future cash outflows. The impact of these adjustments to the ARO amounts are expensed as incurred.

Loans and Borrowings

The Company's Convertible Debentures, all of which were redeemed in 2020, were recognized at fair value through the fair value option based on the closing price on the TSX and changes are recognized in earnings as a component of other income (expense). The Company’s interest-bearing loans and borrowings are measured at amortized cost using the effective interest method.

Warrant Liabilities

The Company issued several tranches of warrants for various equity transactions in 2016 all of which were either settled or expired in 2021 and thus, no longer outstanding as of December 31, 2022. The Company accounted for its warrants issued in accordance with FASB ASC Topic 815, Derivative and Hedging (“ASC 815”), which required instruments within its scope to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings. In accordance with ASC 815, the Company classified the warrants as liabilities. The warrants were subject to re-measurement at each balance sheet date, with any change in fair value recognized as a component of Other income (loss) in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company estimated the fair value of these warrants using market prices, if available, or the Black-Scholes option pricing model. The Black-Scholes option pricing model is based on the estimated market value of the underlying common stock at the measurement date, the remaining contractual term of the warrant, risk-free interest rates and expected dividends on, and expected volatility of the price of the underlying common stock.

Revenue

Sale of goods

Revenue from the sale of mineral concentrates is recognized when control transfers to customers at amounts to which the Company expects to be entitled. For uranium concentrates, revenue is typically recognized when delivery is evidenced by book transfer at the applicable uranium storage facility. For vanadium concentrates, revenue is typically recognized when delivery is evidenced by book transfer at the applicable vanadium storage facility. For RE Carbonate, revenue is typically recognized when delivery of the mixed RE Carbonate material has arrived at the applicable separations facility.

Rendering of services

Revenue from the delivery of mineralized material received from the clean-up of a third-party uranium mine or for other Alternate Feed Materials is typically recognized upon delivery to the White Mesa Mill. Revenue from toll milling services is recognized as material is processed in accordance with the specifics of the applicable toll milling agreement. Revenue and unbilled accounts receivable are recorded as related costs are incurred using billing formulas included in the applicable toll milling agreement.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

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Share-Based Compensation

The Company measures share-based compensation awards exchanged for employee services at fair value on the date of the grant and expenses the awards in the Consolidated Statements of Operations and Comprehensive Income (Loss) over the requisite employee service period. The fair value of stock options is determined using the Black-Scholes valuation model. The fair value of restricted stock units (“RSUs”) is based on the Energy Fuels’ closing stock price on the date of grant. The fair value of stock appreciation rights (“SARs”) with market conditions is based on a Monte Carlo simulation performed by a third-party valuation firm. Share-based compensation expense related to awards with only service conditions having a graded vesting schedule is recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards, while expense for all other awards are recognized on a straight-line basis. The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, the Company's performance and related tax impacts.

Foreign Currency

Transactions in foreign currencies are translated to the respective functional currency of the Company’s subsidiaries and joint ventures at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate as of the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Foreign currency differences are generally recognized in profit or loss. Non-monetary items that are measured based on historical cost in a foreign currency are not translated.

The assets and liabilities of entities whose functional currency is not the U.S. dollar are translated into the U.S. dollar at the exchange rate as of the reporting date. The income and expenses of such entities are translated into the U.S. dollar using average exchange rates for the reporting period. Exchange differences on foreign currency translations are recorded in Other comprehensive income (loss). The Company’s functional currency is the U.S. dollar.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recorded based on differences between the financial statement carrying values of existing assets and liabilities and their respective income tax bases (temporary differences), and losses carried forward. Deferred income tax assets and liabilities are measured using the enacted tax rates which will be in effect when the temporary differences are likely to reverse. The effect on deferred income tax assets and liabilities of a change in tax rates is included in operations in the period in which the change is enacted.

The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. When the Company concludes that all or part of the deferred income tax assets are not realizable in the future, the Company makes an adjustment to the valuation allowance that is charged to income tax expense in the period such determination is made.

Net Income (Loss) per Share

The Company presents basic income (loss) per share data for its common shares, calculated by dividing the income (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is determined by adjusting the income (loss) attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive instruments based on the number of common shares that would be issuable if the end of the period was also the end of the performance period required for the vesting of the awards. Potentially dilutive instruments include stock options, restricted stock units, stock appreciation rights and warrants, which are included in the diluted income (loss) per share calculation using the treasury stock method.

Recently Adopted Accounting Pronouncements

Financial Instruments - Credit Losses

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructuring and Vintage Disclosures.” This ASU clarifies the recognition and measurement guidance for troubled debt restructurings for creditors under ASC 310-40 and requires enhanced disclosure about modifications of borrowings made to borrowers experiencing financial difficulty. It also requires the disclosure of current period write-offs by year of origination for

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financing receivables and net investments in leases within the scope of ASU 326-20. The Company will adopt this standard prospectively on January 1, 2023 and does not expect a material impact on the Company's consolidated financial statements.

3. MARKETABLE SECURITIES

For marketable debt securities, the Company has elected the fair value option for which changes in fair value are recorded in Other income (loss) in the Consolidated Statements of Operations and Comprehensive Income (Loss). The fair value option was elected for these debt securities, as the Company may sell them prior to their stated maturities after consideration of its risk versus reward objectives, as well as its liquidity requirements. The stated contractual maturity dates of marketable debt securities held as of December 31, 2022 are due in one to two years. No marketable debt securities were held as of December 31, 2021.

The following table summarizes our marketable securities by significant investment categories as of December 31, 2022:

Cost Basis Gross Unrealized Losses Gross Unrealized Gains Fair Value

(1) Marketable debt securities are comprised primarily of notes of U.S. government agency bonds.

The following tables summarize our marketable securities by significant investment categories as of December 31, 2021:

Cost Basis Gross Unrealized Losses Gross Unrealized Gains Fair Value

Marketable equity securities $ 756 $ (262) $ — $ 494

4. RECEIVABLES

Receivables consisted of the following items:

December 31,

Receivables – by duration

(1)As of December 31, 2022 and 2021, Other receivables includes $1.58 million and $1.68 million, respectively, due from CUR pursuant to the terms of (i) the asset purchase agreement related to the sale of certain non-core conventional uranium projects and resulting deferred cash payments, and (ii) the ongoing operating agreement with CUR. See Note 15 – Fair Value Accounting and Note 7 – Property, Plant and Equipment and Mineral Properties for more information.

During the year ended December 31, 2014, the Company received two notes with a combined principal totaling $1.05 million due in 2018 in connection with the sale of certain assets previously recorded as held for sale. The note with principal totaling $0.50 million was collected during the year ended December 31, 2018. Alternatively, the note with a principal payment of $0.55 million due November 7, 2018 was not paid and the Company notified the issuing party (“Default Party”) of its default on November 9, 2018. The Company has an allowance for credit losses of $0.22 million as of December 31, 2022 and 2021

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against the collectability of this note. The promissory note is secured by all issued and outstanding stock of the Default Party and all of the assets sold to the Default Party.

5. INVENTORIES

Inventories consisted of the following items:

December 31,

Concentrates and work-in-progress $ 35,476 $ 27,619

Inventory of ore in stockpiles 940 351

Raw materials and consumables 4,204 4,170

Inventories – by duration

Long term – raw materials and consumables 2,465 1,368

6. INVESTMENTS ACCOUNTED FOR AT FAIR VALUE

The Company accounts for its investments in CUR and Virginia Energy at fair value. On January 24, 2023, CUR completed its acquisition of Virginia Energy whereby CUR acquired all of the issued and outstanding common shares of Virginia Energy. See Note 18 – Subsequent Events for more information.

CUR

On October 27, 2021, the Company obtained a 19.9% ownership interest in CUR. See Note 7 – Property, Plant and Equipment and Mineral Properties. The investment gives the Company significant influence, but not control, over CUR’s operations. As of December 31, 2022 and 2021, the Company held an ownership interest in CUR of 17.4% and 19.1%. As of December 31, 2022 and 2021, the fair value of the Company’s investment in CUR is $16.50 million and $32.23 million, respectively. The Company recognized a loss of $14.31 million for the year ended December 31, 2022 and a gain of $0.72 million for the year ended December 31, 2021 related to this investment in Other income (loss) in the Consolidated Statement of Operations and Comprehensive Income (Loss).

Pursuant to Rule 3-09 of Regulation S-X (“Rule 3-09”), the Company is required to file separate audited financial statements of CUR if either the investment test or income test as set forth in that rule equals or exceeds the 20% level individually. As of December 31, 2022, the income test was met at the 20% significance level for CUR. The Company will amend this Annual Report to include the separate audited financial statements of CUR as an exhibit when they become available.

In accordance with Rule 4-08(g) of Regulation S-X (“Rule 4-08(g)”), the summarized financial information for CUR is set forth below on a one-quarter lag, which precedes the date of the Company’s investment for the year ended December 31, 2021. CUR prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”) and uses Cdn$ as its reporting currency. As such, the Company has made certain adjustments to CUR’s summarized financial information to address differences between IFRS and GAAP that materially impact the summarized financial information and to convert such information to USD.

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September 30,

Non-current liabilities $ — $ 27

Twelve Months Ended September 30,

Loss from continuing operations $ (23,103) $ (4,253)

Net loss and net loss attributable to the entity $ (17,890) $ (4,570)

Virginia Energy

As of December 31, 2022 and 2021, the Company held a 13.5% and 14.8% ownership interest in its investment in Virginia Energy, respectively. The fair value of the Company's investment in Virginia Energy was $2.83 million and $6.31 million as of December 31, 2022 and 2021, respectively. The Company recognized a loss of $3.22 million, a gain of $5.59 million and a gain of $1.73 million for the years ended December 31, 2022, 2021 and 2020, respectively, related to this investment in Other income (loss) in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Pursuant to Rule 3-09, the Company is required to file separate audited financial statements of Virginia Energy if either the investment test or income test as set forth in that rule equals or exceeds the 20% level individually. As of December 31, 2021, the income test was met at the 20% significance level for Virginia Energy. The Company will amend this Annual Report to include the separate audited 2021 financial statements and unaudited financial statements for 2022 of Virginia Energy as an exhibit when they become available.

In accordance with Rule 4-08(g), summarized financial information for Virginia Energy is set forth below on a one-quarter lag. Virginia Energy prepares its financial statements in accordance with IFRS. The Company determined that no adjustments to Virginia Energy’s summarized financial information were necessary to address differences between IFRS and GAAP that materially impact the summarized financial information.

September 30,

Current liabilities $ 223 $ 278

Non-current liabilities $ 2 $ 2

Twelve Months Ended September 30,

7. PROPERTY, PLANT AND EQUIPMENT AND MINERAL PROPERTIES

The following is a summary of property, plant and equipment:

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Property, plant and equipment

(1) As of December 31, 2022, the net book value of Alta Mesa is $8.21 million, which is included in Property, plant and equipment and other assets held for sale, net on the Consolidated Balance Sheet.

For the years ended December 31, 2022, 2021 and 2020, the Company recognized depreciation expense of $3.27 million, $3.19 million and $2.70 million, respectively, in Development, permitting and land holding in the Consolidated Statements of Operations and Comprehensive Income (Loss).

For the years ended December 31, 2022 and 2021, the Company capitalized $0.24 million and $0.10 million, respectively, of depreciation expense related to the Mill that was included in the capitalized costs to inventory on the Consolidated Balance Sheet.

The following is a summary of mineral properties:

December 31,

Mineral properties

Bahia Project

On May 19, 2022, the Company announced that it had entered into two purchase agreements to acquire a total of 17 mineral concessions in the State of Bahia, Brazil totaling approximately 37,300 acres or 58.3 square miles (the “Bahia Project”). Under the terms of the purchase agreements, the Company has entered into mineral rights transfer agreements with the sellers to acquire the 17 mineral sand concessions.

The total purchase price under the purchase agreements is $27.50 million consisting of deposit payments of $5.50 million due upon reaching certain milestones stated within the purchase agreements, and $22.00 million was due at closing with the completed transfer and assignment of the mineral rights on February 10, 2022.

As of December 31, 2022, the Company has made deposit payments totaling $5.50 million that will be attributable to the final purchase price under the purchase agreements, pending the close of the transactions. Additionally, direct deal costs of $1.08 million have been incurred related to such asset acquisitions. The purchase deposit payments and direct transaction costs have been capitalized as Prepaid expenses and other assets in the Consolidated Balance Sheet. On February 10, 2022, the Company closed the purchase of the Bahia Project with the completed transfer and assignment of the mineral rights. See Note 18 – Subsequent Events for more information.

Disposal of Certain Properties

On July 15, 2021, the Company and CUR jointly announced the signing of a definitive asset purchase agreement (the “Agreement”) for CUR to acquire a portfolio of the Company's non-core conventional uranium projects located in Utah and

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Colorado, including the Daneros mine, the Tony M mine, the Rim mine, the Sage Plain project, and several U.S. Department of Energy leases (the “Sale”).

On October 27, 2021 (the “Closing Date”), the parties closed the Sale in accordance with the terms of the Agreement, as a result of which the aforementioned properties and leases were transferred to CUR in exchange for the following consideration:

•$2,000,000 in cash on the Closing Date;

•the issuance of 11,860,101 common shares of CUR, constituting 19.9% of the outstanding CUR common shares immediately after the Closing Date, at a price per share of Cdn$2.95 equal to the closing price of the CUR common shares on the TSXV on the last trading day immediately prior to issuance;

•an additional Cdn$3,000,000 in cash payable on or before the 18-month anniversary of the Closing Date (“Second Payment”);

•an additional Cdn$3,000,000 in cash payable on or before the 36-month anniversary of the Closing Date (“Third Payment” and together with the Second Payment, the “Deferred Cash Payments”); and

•the commitment to make production payments on a per-project basis totaling Cdn$5,000,000 as set forth pursuant to individual production payment agreements executed on the Closing Date.

As part of the Agreement, the Company has entered into a mine operating agreement pursuant to which it will act, through its indirect wholly owned subsidiary Energy Fuels Resources (USA) Inc., as Operator to the Sale projects in accordance with a program and budget determined annually, in exchange for which the Company will receive reimbursement for all direct costs in addition to an overhead allocation and management fee. In addition, the Company has entered into a toll milling agreement pursuant to which it will process all ore mined from the properties at the Mill, in exchange for which the Company will receive reimbursement of direct costs in addition to a milling fee. Pursuant to an investor rights agreement, for so long as the Company’s equity ownership in CUR remains at or above 10%, it will be entitled to equity participation rights to maintain its pro-rata equity ownership in the Company and to appoint one nominee to the CUR Board of Directors. The Company’s CEO was appointed to the CUR Board of Directors at the Closing Date.

These non-core conventional uranium project assets had no carrying value at the Closing Date. The Company recognized a gain on the disposal of $35.73 million at the Closing Date and subsequently derecognized asset retirement obligations of $0.27 million prior to December 31, 2021 upon being legally released from being the primary obligor under the liabilities. For a period of three years, if CUR issues common shares or other securities convertible into common shares in a private placement or prospectus offering, the Company has the right to accelerate a portion of the Deferred Cash Payments, in cash or securities, up to a maximum amount equal to the product of (i) the gross proceeds of the financing multiplied by (ii) the Company’s then current cumulative percentage ownership of CUR common stock on a non-diluted basis prior to the completion of the financing (the “Acceleration Right”). On November 22, 2021, CUR completed such a financing under which the Company elected its Acceleration Right and received 1,875,085 common shares of CUR and 937,542 warrants to purchase common shares of CUR which are exercisable for a period of two years from issuance at a price of Cdn$4.00. The receipt of these CUR common shares and warrants satisfied the Second Payment in full and satisfied Cdn$1.97 million of the Third Payment.

8. ASSET RETIREMENT OBLIGATIONS AND RESTRICTED CASH

Asset Retirement Obligations

The following table summarizes the Company’s asset retirement obligations:

182

December 31,

Asset retirement obligation, beginning of period $ 13,687 $ 13,038

Revision of estimate (238) (235)

Disposal of non-core obligations — (269)

Settlements — (131)

Held for sale(1) (5,410) —

Asset retirement obligation, end of period $ 9,595 $ 13,687

Asset retirement obligation:

Current $ — $ 27

Asset retirement obligation, end of period $ 9,595 $ 13,687

(1)Asset retirement obligations held for sale are related to Alta Mesa and are included as Asset retirement obligation and other liabilities held for saleon the consolidated balance sheet. See Note 7 – Property, Plant and Equipment and Mineral Properties and Note 18 – Subsequent Events for more details.

The Company's asset retirement obligations are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the Company and the applicable regulatory authorities. The above provision represents the Company’s estimate of the present value of future reclamation costs, discounted using credit adjusted risk-free interest rates ranging from 11.62% to 11.67% and inflation rates ranging from 2.25% to 2.41%. The total undiscounted decommissioning liability as of December 31, 2022 and 2021 is $42.91 million and $41.34 million, respectively.

The downward revision of estimate of $0.24 million for the year ended December 31, 2022 includes net changes in estimated costs of future reclamation activities. These revisions were recognized in Exploration, development, permitting, and land holding and Standby costs in the Consolidated Statement of Operations and Comprehensive Income (Loss).

The downward revision of estimate of $0.24 million for the year ended December 31, 2021 includes net changes in estimated costs, timing and discount rates of future reclamation activities. These revisions were recognized in Exploration, development, permitting, and land holding, and Standby costs in the Consolidated Statement of Operations and Comprehensive Income (Loss). The Company derecognized asset retirement obligations of $0.27 million prior to December 31, 2021 upon being legally released from being the primary obligor under the liabilities and this disposal was recognized in Gain on disposal of non-core assets in the Consolidated Statement of Operations and Comprehensive Income (Loss).

Restricted Cash

The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favor of the applicable state regulatory agencies in Arizona, Colorado, New Mexico, Texas, Utah and Wyoming, and the U.S. Bureau of Land Management and U.S. Forest Service for estimated reclamation costs associated with the White Mesa Mill, Nichols Ranch, Alta Mesa and other mining properties. The restricted cash will be released when the Company has reclaimed a mineral property, sold a mineral property to a party having assumed the applicable bond requirements or restructured the surety and collateral arrangements. See Note 14 – Commitments and Contingencies for more information.

The following table summarizes the Company’s restricted cash:

December 31,

Restricted cash, beginning of period $ 20,305 $ 20,817

Additional collateral posted 734 48

Refunds of collateral — (560)

Held for sale (3,590) —

183

9. CAPITAL STOCK

Authorized Capital Stock

The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series and unlimited Series A Preferred Shares. The Preferred Shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance. The Series A Preferred Shares issuable are non-redeemable, non-callable, non-voting and have no right to dividends.

Issued Capital Stock

During the years ended December 31, 2022, 2021 and 2020, the Company issued 769,779, 16,627,512 and 21,361,784 Common Shares, respectively, under its ATM offering for net proceeds of $7.89 million, $106.21 million and $37.25 million, respectively. On February 20, 2020, the Company completed a bought deal public offering of 11,300,000 Common Shares at a price of $1.47 per share. The Company received net proceeds, after commissions and fees, of $15.14 million.

Share Purchase Warrants

The following table summarizes the Company’s share purchase warrants denominated in U.S. dollars. These warrants are accounted for as derivative liabilities, as the functional currency of the entity issuing the warrants, Energy Fuels Inc., is Cdn$.

(1)The warrants issued in September 2016 are classified as Level 1 under the fair value hierarchy (Note 15). Each warrant was exercisable until September 20, 2021 and entitled the holder thereof to acquire one common share upon exercise at an exercise price of $2.45per common share. These warrants are accounted for as a derivative liability, as the functional currency of the entity issuing the warrant is Cdn$.

On September 20, 2021, 149,807 warrants issued in September 2016 expired un-exercised.

10. BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE

The following is a reconciliation of weighted average common shares outstanding:

Years Ended December 31,

Effect of shares issued for exercise of share purchase warrants — 1,737,981 —

Basic and diluted income (loss) per common share

The calculation of basic and diluted income (loss) per share after adjustment for the effects of all potential dilutive common shares, calculated as follows:

184

Years Ended December 31,

Basic and diluted net income (loss) per common share $ (0.38) $ 0.01 $ (0.23)

For the years ended December 31, 2022, 2021 and 2020, 1.52 million, 0.06 million and 6.87 million stock options, restricted stock units, and warrants, respectively, and the potential conversion of the Convertible Debentures have been excluded from the calculation of diluted net income (loss) per common share as their effect would have been anti-dilutive. In addition, the Company excluded stock appreciation rights of 2.45 million, 1.67 million, and 1.72 million for the years ended December 31, 2022, 2021, and 2020, respectively as they are contingently issuable based on specified market prices of the Company’s stock which were not achieved as of the end of each period.

11. SHARE-BASED PAYMENTS

The Company maintains an equity incentive plan, known as the 2021 Amended and Restated Omnibus Equity Incentive Compensation Plan (the “Compensation Plan”), for directors, executives, eligible employees and consultants. Existing equity incentive awards include employee non-qualified stock options, RSUs and SARs. The Company issues new common shares to satisfy exercises and vesting under its equity incentive awards. As of December 31, 2022, a total of 15,768,253 common shares were authorized for future equity incentive plan awards.

Employee Stock Options

The Company, under the Compensation Plan, may grant stock options to directors, executives, employees and consultants to purchase common shares of the Company. The exercise price of the stock options is set as the higher of the Company’s closing share price on the NYSE American on the last trading day before the grant date and the five-day volume weighted average price (“VWAP”) on the NYSE American ending on the last trading day before the grant date. Stock options granted under the Compensation Plan generally vest over a period of two years or more and are generally exercisable over a period of five years from the grant date, such period not to exceed 10 years.

The fair value of the stock options granted under the Compensation Plan is estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions:

Years Ended December 31,

Expected life (in years) 3.2 years 5.0 years 4.6 years

Expected dividend yield 0 % 0 % 0 %

Weighted average grant date fair value $ 4.93 $ 2.06 $ 0.82

(1) Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the stock options.

A summary of the Company’s stock option activity is as follows:

185

The total intrinsic value of options exercised was $2.23 million, $2.88 million and $0.42 million for the years ended December 31, 2022, 2021 and 2020, respectively.

A summary of the Company’s non-vested stock option activity is as follows:

Number of Shares Weighted Average Grant Date Fair Value

Restricted Stock Units

The Company grants RSUs to directors, executives and eligible employees. Awards for executives and eligible employees are determined as a target percentage of base salary and generally vest over three years. Holders of unvested RSUs do not have voting rights on those RSUs. The RSUs are subject to forfeiture risk and other restrictions. Upon vesting, the employee is entitled to receive one Common Share of the Company for each RSU at no additional payment. During the years ended

186

December 31, 2022, 2021 and 2020 the Company’s Board of Directors issued 0.41 million, 0.44 million and 0.74 million RSUs under the Compensation Plan, respectively.

A summary of the Company’s non-vested RSUs activity is as follows:

Number of Shares Weighted Average Grant Date Fair Value

Forfeited — —

The total intrinsic value and fair value of RSUs that vested and were settled for equity was $2.93 million, $2.67 million and $1.21 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Stock Appreciation Rights

The Company may grant SARs to directors, executives and eligible employees.

During the year ended December 31, 2019, the Company’s Board of Directors issued 2.20 million SARs under the Compensation Plan with a fair value of $1.25 per SAR. These SARs are intended to provide additional long-term performance-based equity incentives for the Company’s senior management. The SARs are performance-based because they only vest upon the achievement of performance goals designed to significantly increase shareholder value.

Each SAR granted entitles the holder to receive, upon a valid exercise, payment from the Company in cash or Common Shares (at the sole discretion of the Company) in an amount representing the difference between the fair market value (“FMV”) of the Company’s Common Shares on the date of exercise and $2.92 (the closing market price or “Grant Price” at the time of grant). Fair Market Value as used herein means the closing price of the Shares on the TSX or the NYSE American on the last trading day immediately prior to the date of exercise. The term of the SARs grant is five years, with SARs vesting only upon the achievement of the following performance goals: as to one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $5.00 for any continuous 90-calendar-day period; as to an additional one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $7.00 for any continuous 90-calendar-day period; and as to the final one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $10.00 for any continuous 90-calendar-day period. Further, notwithstanding the foregoing vesting schedule, no SARs were able to be exercised by the holder for an initial period of one year from the Date of Grant; the date first exercisable being January 22, 2020. The first two tranches of these vesting performance goals were met prior to the year ended December 31, 2022.

During the year ended December 31, 2022, the Company’s Board of Directors issued 0.83 million SARs under the Compensation Plan. No such grants were made for the years ended December 31, 2021 and 2020. The fair value of the SARs granted during the year ended December 31, 2022 was estimated at the date of grant using a Monte Carlo simulation, with the following weighted average assumptions:

187

Risk-free interest rate 1.68 %

Expected life (in years)(1) 4.98 years

Expected volatility(2) 72.81 %

Expected dividend yield — %

Weighted average grant date fair value $ 3.99

(1)Monte Carlo analysis of SARs assumes employee suboptimal exercise at first vesting time for each tranche.

(2)Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the SARs.

Each SAR granted entitles the holder to receive, upon a valid exercise, payment from the Company in cash or Common Shares (at the sole discretion of the Company) in an amount representing the difference between the FMV of the Company’s Common Shares on the date of exercise and $6.47 (the Grant Price at the time of grant). The term of the SARs grant is five years, with SARs vesting only upon the achievement of the following performance goals: as to one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $12.00 for any continuous 90-calendar-day period; as to an additional one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $14.00 for any continuous 90-calendar-day period; and as to the final one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $16.00 for any continuous 90-calendar-day period. Further, notwithstanding the foregoing vesting schedule, no SARs may be exercised by the holder for an initial period of one year from the date of grant; the date first exercisable being January 25, 2023. As a result, the SARs granted in the first quarter of 2022 for 2021 performance are a long-term equity incentive and are 100% performance based.

A summary of the Company’s SARs activity is as follows:

The total intrinsic value for exercised SARs was $0.05 million and $0.26 million for the years ended December 31, 2022 and 2021, respectively.

A summary of the Company’s non-vested SARs activity is as follows:

188

Number of Shares Weighted Average Grant Date Fair Value

Granted — —

Vested — —

Granted — —

Forfeited — —