UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party
other than the Registrant [ ]
Check the appropriate box:
[ ]
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Preliminary Proxy Statement
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[ ]
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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[ ]
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Definitive Additional Materials
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[ ]
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Soliciting Material Pursuant to §240.14a-12
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Energy Fuels Inc.
(Name of Registrant as specified in its charter)
Not Applicable
(Name of Person(s)
Filing Proxy Statement), if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]
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No fee required.
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[ ]
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary materials.
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[ ]
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Check box if any of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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ENERGY FUELS INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
WEDNESDAY MAY 18, 2016
MANAGEMENT INFORMATION CIRCULAR
MARCH 24, 2016
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ENERGY FUELS INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD
WEDNESDAY MAY 18, 2016
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TO THE HOLDERS OF COMMON SHARES:
Notice is hereby given that an annual meeting (the
Meeting
) of the holders of common shares of
Energy Fuels Inc.
(the
Corporation
) will be held at the offices of Borden Ladner
Gervais LLP, 44
th
Floor, Scotia Plaza, 40 King Street West, Toronto,
Ontario, Canada, M5H 3Y4 on Wednesday, May 18, 2016 at 10:00 am (Toronto time)
for the following purposes:
1.
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to elect directors of the Corporation;
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2.
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to appoint the auditors of the Corporation and to
authorize the directors to fix the remuneration of the auditors;
and
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3.
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to transact such other business as may properly be
brought before the Meeting or any adjournment
thereof.
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The accompanying Circular provides additional information
relating to the matters to be dealt with at the Meeting and forms part of this
Notice.
The Corporation has elected to use the notice-and-access
provisions under National Instrument 54-101
Communication with Beneficial Owners of Securities of a
Reporting Issuer
(the "
Notice-and-Access Provisions
") and the
applicable rules of the United States Securities and Exchange Commission (the
SEC
) for the Meeting. The Notice-and-Access Provisions are a set of
rules developed by the Canadian Securities Administrators that reduce the volume
of materials that must be physically mailed to shareholders by allowing the
Corporation to post the Circular and any additional materials online.
Shareholders will still receive this Notice of Meeting and a form of proxy and
may choose to receive a paper copy of (i) the Circular; (ii) the Corporations
Annual Report on Form 10-K, together with any document, or the pertinent pages
of any document, incorporated therein by reference or (iii) the Corporations
audited financial statements for the most recently completed financial year,
together with the report of the auditor thereon, and any interim financial
statements of the Corporation subsequent to the financial statements for the
Corporations most recently completed financial year. The Corporation will not
use the procedure known as 'stratification' in relation to the use of
Notice-and-Access Provisions. Stratification occurs when a reporting issuer
using the Notice-and-Access Provisions provides a paper copy of the Circular to
some shareholders with this notice package. In relation to the Meeting, all
shareholders will receive the required documentation under the Notice-and-Access
Provisions, which will not include a paper copy of the Circular.
Please review the Circular carefully and in full prior to
voting, as the Circular has been prepared to help you make an informed decision
on the matters to be acted upon. The Circular is available on the website of the
Corporations transfer agent, CST Trust Company, Inc. at
www.meetingdocuments.com/cst/EFR, and under the Corporations SEDAR profile at
www.sedar.com
and on EDGAR at www.sec.gov. Any shareholder who wishes to
receive a paper copy of the Circular, should contact CST Trust Company, Inc., at
1-888-433-6443 or fulfilment@canstockta.com by May 6, 2016. Shareholders may
also use the toll-free number noted above to obtain additional information about
the Notice-and-Access Provisions.
Shareholders who cannot attend the Meeting in person may vote
by proxy. Instructions on how to complete and return the proxy are provided with
the proxy form and are described in the Circular. To be valid, proxies must be
received by CST Trust Company, Inc. by mail at c/o Cover-All, P. O. Box 721,
Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or
416-368-2502 or by email to proxy@canstockta.com, no later than 10:00 a.m.
(Toronto time) on May 16, 2016, or if the Meeting is adjourned, no later than
10:00 a.m. (Toronto time) on the last business day preceding the day to which
the Meeting is adjourned.
Dated at Lakewood, Colorado, USA this 24
th
day of
March, 2016.
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BY ORDER OF THE BOARD
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(Signed) Stephen P. Antony
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President and Chief Executive Officer
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MANAGEMENT INFORMATION CIRCULAR OF ENERGY FUELS INC.
(the Circular)
TABLE OF CONTENTS
APPOINTMENT AND REVOCATION OF PROXIES
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1
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VOTING OF SHARES REPRESENTED BY MANAGEMENT
PROXIES
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1
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VOTING BY NON-REGISTERED SHAREHOLDERS
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2
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DISTRIBUTION OF MEETING MATERIALS TO
NON-OBJECTING BENEFICIAL OWNERS
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3
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VOTING SECURITIES AND PRINCIPAL HOLDERS OF
VOTING SECURITIES
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3
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PARTICULARS OF MATTERS TO BE ACTED UPON AT
THE MEETING
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4
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Proposal 1 - Election of Directors
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4
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Proposal 2 - Appointment of Auditors
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10
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EXECUTIVE OFFICERS
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11
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EXECUTIVE COMPENSATION
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12
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Compensation Governance
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12
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Compensation Committee Interlocks and
Insider Participation
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15
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Compensation Discussion and Analysis
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15
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Objectives of the Compensation Program
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15
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Elements of
Compensation
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17
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Determination of Compensation
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17
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Performance Goals
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18
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Performance Graph
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19
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Equity Incentive
Awards
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21
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Summary Compensation Table
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21
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Incentive Plan Awards
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22
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Outstanding
Share-Based Awards and Option-Based Awards
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22
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Incentive Plan Awards Value Vested or Earned
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23
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Pension Plan Benefits and Deferred
Compensation Plans
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24
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Employment Agreements and Termination and
Change of Control Benefits
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24
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Compensation Committee Report
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29
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Director Compensation
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29
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Director Compensation Table
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29
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Retainer and
Meeting Fees
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31
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Incentive Plan Awards
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31
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Outstanding
Share-Based Awards and Option-Based Awards as at December 31, 2015
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31
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Incentive Plan Awards Value Vested or Earned During the 12-Month Period
Ended December 31, 2015
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33
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Share Ownership
Requirement
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33
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Securities Authorized For Issuance under Equity
Compensation Plans
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34
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i
2015 Omnibus Equity Incentive Compensation
Plan
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34
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Summary of Equity Incentive Plan
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34
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Common Shares
Issuable Pursuant to the Equity Incentive Plan
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34
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Types of Awards
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35
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Assignability
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36
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Cessation of Awards
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37
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Corporate
Reorganization and Change of Control
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37
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Amending the Equity Incentive Plan
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38
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2013 Option Plan
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38
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Strathmore Replacement Options
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40
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Uranerz Options
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40
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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41
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INTEREST OF MANAGEMENT & OTHERS IN
MATERIAL TRANSACTIONS
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42
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AUDIT COMMITTEE DISCLOSURE
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42
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Audit Committee
Report
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42
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CORPORATE GOVERNANCE DISCLOSURE
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43
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Board Mandate
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44
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Position Descriptions
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45
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Orientation and
Continuing Education
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46
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Ethical Business Conduct
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46
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Nomination of
Directors
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47
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Term Limits
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47
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Board Diversity
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47
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Majority Voting Policy
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48
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Compensation
Committee
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48
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Environment, Health and Safety Committee
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49
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Assessments
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49
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The Role of the Board in Risk Oversight
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Board Leadership
Structure
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51
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COMMUNICATIONS TO THE BOARD
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51
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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
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51
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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
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51
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ADDITIONAL INFORMATION
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ii
MANAGEMENT INFORMATION CIRCULAR
The information contained in this management information
circular (
Circular
) is furnished in connection with the solicitation of
proxies to be used at the annual meeting of shareholders of Energy Fuels Inc.
(the
Corporation
) to be held at the offices of Borden Ladner Gervais
LLP, 44
th
Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario,
Canada, M5H 3Y4 on Wednesday, May 18, 2016 at 10:00 am (Toronto time) (the
Meeting
), and at all adjournments thereof, for the purposes set forth
in the accompanying Notice of Meeting. It is expected that the solicitation will
be made primarily by mail but proxies may also be solicited personally by
directors, officers or regular employees of the Corporation.
The solicitation
of proxies by this Circular is being made by or on behalf of the management of
the Corporation.
The total cost of the solicitation will be borne by the
Corporation.
Except as otherwise indicated, information in this Circular is
given as of March 24, 2016.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the form of proxy accompanying this
Circular are officers and/or directors of the Corporation.
A shareholder of
the Corporation has the right to appoint a person other than the persons
specified in such form of proxy and who need not be a shareholder of the
Corporation to attend and act for the shareholder and on the shareholders
behalf at the Meeting.
Such right may be exercised by striking out the names
of the persons specified in the proxy, inserting the name of the person to be
appointed in the blank space provided in the proxy, signing the proxy and
returning it in the reply envelope in the manner set forth in the accompanying
Notice of Meeting.
A shareholder of the Corporation who has given a proxy may
revoke it by an instrument in writing, including another completed form of
proxy, executed by the shareholder or the shareholders attorney authorized in
writing, deposited at the registered office of the Corporation, or at the
offices of CST Trust Company, Inc. by mail at c/o Cover-All, P.O. Box 721,
Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or
416-368-2502 or by email to proxy@canstockta.com, up to 5:00 p.m. (Toronto time)
on the second business day preceding the date of the Meeting, or any adjournment
thereof, or with the Chair of the Meeting prior to the commencement of the
Meeting on the day of the Meeting or any adjournment thereof, or in any other
manner permitted by law.
VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES
The persons named in the enclosed form of proxy will vote the
common shares in respect of which they are appointed by proxy on any ballot that
may be called for in accordance with the instructions thereon. If a shareholder
of the Corporation specifies a choice with respect to any matter to be acted
upon, the shares will be voted accordingly.
In the absence of such
instructions, such shares will be voted in favour of each of the matters
referred to herein.
The enclosed form of proxy confers discretionary authority upon
the persons named therein with respect to amendments to or variations of matters
identified in the Notice of Meeting and with respect to other matters, if any,
which may properly come before the Meeting. At the date of this Circular, the
management of the Corporation knows of no such amendments, variations, or other
matters to come before the Meeting. However, if any other matters which are not
now known to management should properly come before the Meeting, the proxy will
be voted on such matters in accordance with the best judgement of the named
proxy holder.
1
VOTING BY NON-REGISTERED SHAREHOLDERS
Only registered shareholders or the persons they appoint as
their proxies are permitted to vote at the Meeting. However, in many cases,
common shares owned by a person (a
non-registered owner
) are registered
either (a) in the name of an intermediary (an
Intermediary
) that the
non-registered owner deals with in respect of the common shares (Intermediaries
include, among others, banks, trust companies, securities dealers or brokers and
trustees or administrators of self-administered registered savings plans,
registered retirement income funds, registered education savings plans and
similar plans); or (b) in the name of a clearing agency (such as The Canadian
Depository for Securities Limited in Canada (
CDS
), or The Depository
Trust Company in the United States) of which the Intermediary is a
participant.
In accordance with applicable laws, non-registered owners who
have advised their Intermediary that they do not object to the Intermediary
providing their ownership information to issuers whose securities they
beneficially own (
NOBOs
) will receive by mail: (i) a voting information
form which is not signed by the Intermediary and which, when properly completed
and signed by the non-registered holder and returned to the Intermediary or its
service company, will constitute voting instructions (often called a
Voting
Instruction Form
); (ii) a letter from the Corporation with respect to the
notice and access procedure; and (iii) the request for financial statements form
(collectively, the
Notice and Access Package
). The Circular and the
Notice of Meeting may be found at and downloaded from
www.meetingdocuments.com/cst/EFR.
NOBOs who have standing instructions with the Intermediary for
physical copies of the Circular will receive by mail the Notice and Access
Package, the Circular and the Notice of Meeting.
Intermediaries are required to forward the Notice and Access
Package to non-registered owners who have advised their Intermediary that they
object to the Intermediary providing their ownership information (
OBOs
)
unless an OBO has waived the right to receive them. Very often, Intermediaries
will use service companies to forward proxy-related materials to OBOs.
Generally, OBOs who have not waived the right to receive proxy-related materials
will either:
(a)
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be given a form of proxy which has already been signed by
the Intermediary (typically by a facsimile stamped signature), which is
restricted as to the number and class of securities beneficially owned by
the OBO but which is not otherwise completed. Because the Intermediary has
already signed the form of proxy, this form of proxy is not required to be
signed by the non-registered owner when submitting the proxy. In this
case, the OBO who wishes to vote by proxy should otherwise properly
complete the form of proxy and deliver it as specified; or
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(b)
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be given a Voting Instruction Form which the Intermediary
must follow. The OBO should properly complete and sign the Voting
Instruction Form and submit it to the Intermediary or its service company
in accordance with the instructions of the Intermediary or its service
company.
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In either case, the purpose of this procedure is to permit
non-registered owners to direct the voting of the common shares they
beneficially own. Should a non-registered owner who receives either form of
proxy wish to vote at the Meeting in person, the non-registered owner should
strike out the persons named in the form of proxy and insert the non-registered
owners name in the blank space provided. Non-registered owners should carefully
follow the instructions of their Intermediary including those regarding when and
where the form of proxy or Voting Instruction Form is to be delivered.
Management of the Corporation does not intend to pay for
Intermediaries to forward the Notice and Access Package to OBOs. An OBO will not
receive the Notice and Access Package unless the Intermediary assumes the cost
of delivery.
2
BROKER NON-VOTES
In the United States, brokers and other intermediaries holding
shares in street name for their customers are generally required to vote the
shares in the manner directed by their customers. If their customers do not give
any direction, brokers may vote the securities at their discretion on routine
matters, but not on non-routine matters. Other than the proposals for the
re-appointment of KPMG LLP as our auditors for the fiscal year ended December
31, 2016, all of the other matters to be voted on at the Meeting are non-routine
matters and brokers may not vote the securities held in street name for their
customers in relation to these items of business without direction from their
customers.
The absence of a vote on a non-routine matter is referred to as
a broker non-vote. Any securities represented at the Meeting but not voted
(whether by abstention, broker non-vote or otherwise) will have no impact in the
election of directors or any other matter to be voted on at the Meeting, except
to the extent that the failure to vote for an individual nominee results in
another individual receiving a larger proportion of votes cast for the election
of directors. For purposes of the Corporations majority voting policy, a broker
non-vote is not considered to be a vote withheld.
DISTRIBUTION OF MEETING MATERIALS TO NON-OBJECTING BENEFICIAL
OWNERS
The Notice and Access Package is being sent to both registered
and non-registered owners of the securities using notice and access pursuant to
applicable laws. Electronic copies of the Circular and the Notice of Meeting may
be found and downloaded from
www.meetingdocuments.com/cst/EFR
. If you are
a NOBO, and the Corporation or its agent has sent the Notice and Access Package
directly to you, your name, address and information about your holdings of
securities have been obtained in accordance with applicable securities
regulatory requirements from the Intermediary holding on your behalf.
The Corporation (and not the Intermediary holding on your
behalf) has assumed responsibility for (i) delivering the Notice and Access
Package to you, and (ii) executing your proper voting instructions. Please
return your voting instructions as specified in the request for voting
instructions.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The authorized capital of the Corporation consists of an
unlimited number of common shares, an unlimited number of preferred shares
issuable in series, and an unlimited number of Series A preferred shares. On
November 5, 2013, the Corporation consolidated the then outstanding common
shares on the basis of one post-consolidation share for every fifty
pre-consolidation shares (the
Consolidation
). All share information in
this Circular for periods prior to Consolidation have been adjusted to give
effect to the Consolidation. No fractional common shares were issued pursuant to
the Consolidation. As of March 24, 2016, the Corporation had issued and
outstanding 51,889,545 common shares (
the Common Shares
) and no
preferred shares.
The Corporation made a list of all persons who are registered
holders of the Common Shares as of the close of business on March 21, 2016 (the
Record Date
) and the number of Common Shares registered in the name of
each person on that date. Each shareholder as of the Record Date is entitled to
one vote for each Common Share registered in his or her name as it appears on
the list on all matters which come before the Meeting.
To the knowledge of the directors and senior officers of the
Corporation, as of March 24, 2016, no person beneficially owns or exercises
control or direction over securities carrying more than 10% of the voting rights
attached to any class of outstanding voting securities of the Corporation
entitled to be voted at the Meeting.
3
PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING
Proposal 1 - Election of Directors
The board of directors of the Corporation (the "
Board
")
may consist of a minimum of three and a maximum of fifteen directors, who are
elected annually. The Board is currently composed of nine directors, and nine
directors will be elected at the Meeting.
When determining nominees for election, the Board also
considers its strategic relationship with Korea Electric Power Corporation
(
KEPCO
). KEPCO is the primary utility in South Korea and an
international supplier of nuclear reactors worldwide. KEPCO has its head office
in Naju-si, South Korea, and currently owns approximately 3.3% of the
outstanding Common Shares. Energy Fuels and KEPCO entered into a strategic
relationship agreement in 2013, which provides for a long-term collaborative
business relationship. Under this agreement, the Corporation agreed to nominate
one person designated by KEPCO for election as a director at any shareholder
meeting where directors are to be elected, provided that the Corporation has the
ability to terminate such right if KEPCO holds less than 5% of the outstanding
Common Shares. The Corporation has elected not to terminate such right at this
time. KEPCO has designated Mr. Hyung Mun Bae as its nominee for election as a
director at the Meeting.
The Corporation has adopted an advance notice requirement in
its by-laws for nominations of directors by shareholders. Among other things,
the advance notice requirement fixes a deadline by which shareholders must
submit a notice of director nominations to the Corporation prior to any annual
or special meeting of shareholders where directors are to be elected, and sets
forth the information that a shareholder must include in the notice for it to be
valid. As of the date hereof, the Corporation has not received notice of any
director nominations in connection with the Meeting.
Shareholders will vote for the election of each individual
director separately. The Corporation has adopted a majority voting policy for
the election of directors whereby any nominee (in an uncontested election) who
receives a greater number of shares withheld from voting than shares voted in
favour of his or her election is expected to tender his or her resignation to
the Board, to take effect upon acceptance by the Board. The Board will, within
90 days of the Meeting, determine whether to accept any such offer to resign.
The following table provides the names of and information for
the nominees for election as directors of the Corporation (the
Nominees
).
The persons named in the enclosed form of proxy intend to
vote for the election of each of the Nominees.
Management does not
contemplate that any of the Nominees will be unable to serve as a director. All
directors so elected will hold office until the next annual meeting of
shareholders or until their successors are elected or appointed, unless his
office is vacated earlier in accordance with the by-laws of the Corporation or
the provisions of the
Business Corporations Act
(Ontario). Unless
otherwise indicated, the address of each director in the table set forth below
is care of Energy Fuels Inc., 225 Union Blvd., Suite 600, Lakewood, Colorado,
USA 80228.
4
Name and Municipality of
Residence
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Office
Held
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Director
Since
(1)
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Principal Occupation, if
different than Office
Held
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Age
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J. Birks Bovaird
(2)(5)
Ontario, Canada
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Chair and Director
|
2006
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Consultant, providing advisory services to
natural resource companies
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68
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Stephen P. Antony
(3)
Colorado, USA
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President & CEO, Director
|
2009
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Same
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66
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Hyung Mun Bae
Seoul, Korea
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Director
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2016
(6)
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General Manager, Overseas Resources Project
Department, Korea Electric Power Corporation
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46
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Ames Brown
New York, USA
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Director
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2015
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Chief Investment Officer at Capital Counsel
Management LLC
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36
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Paul A. Carroll
(4)(5)
Ontario, Canada
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Director
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2010
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President of Carnarvon Capital Corporation;
President & CEO of World Wide Minerals Ltd.
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74
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Glenn J. Catchpole
(3)
Wyoming, USA
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Director
|
2015
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Co-Owner of Catchpole Enterprises Inc., an
engineering and lobbyist firm
|
72
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Bruce D. Hansen
(2)(4)
Colorado, USA
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Director
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2007
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CEO of General Moly Inc., a US based mineral
company
|
58
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Dennis L. Higgs
(3)
British Columbia, Canada
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Director
|
2015
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Chairman and Director, Nevada Exploration Inc.
|
58
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Ron F. Hochstein
(2)(4)(5)
British Columbia,
Canada
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Director
|
2012
|
President and CEO of Lundin Gold Inc.
|
54
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Notes:
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(1)
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Directors are elected annually and hold office until a
successor is elected at a subsequent annual meeting of the Corporation,
unless a directors office is earlier vacated in accordance with the
by-laws of the Corporation.
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(2)
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Member of the Compensation Committee.
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(3)
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Member of the Environment, Health and Safety Committee.
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(4)
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Member of the Audit Committee.
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(5)
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Member of the Governance and Nominating Committee.
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(6)
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Mr. Bae was appointed a director by the Board on January
27, 2016, as the designated nominee of KEPCO, to fill the vacancy created
by the resignation of Mr. Joo Soo Park.
|
Information about each Nominee, including present principal
occupation, business or employment and the principal occupations, businesses or
employments within the five preceding years, is set out below.
5
J. Birks Bovaird
For a majority of his career, Mr. Bovaird's focus has been the
provision and implementation of corporate financial consulting and strategic
planning services. He was previously the Vice President of Corporate Finance for
one of Canadas major accounting firms. He is Chairman of GTA Resources and
Mining Inc. (TSX-V:GTA)as well as a member of the audit and compensation
committees. He is an independent director of Noble Mineral Exploration Inc.
(TSXV:NOB) where he is a member of the audit committee and chair of the
compensation committee. He also serves as an independent director and member of
the audit committee of Interactive Capital Partners Corporation (ICPC) which is
a reporting issuer whose common shares are not currently trading. ICPC is in the
process of preparing the necessary financial reports in order to bring the
company back into good standing with the Ontario Securities Commission. Mr.
Bovaird has previously been involved with numerous public resource companies,
both as a member of management and as a director. He is a graduate of the
Canadian Director Education Program and holds an ICD.D designation.
Stephen P. Antony
Mr. Antony is a registered professional engineer in a number of
states in which the Corporation holds properties. He is a graduate of the
Colorado School of Mines, and holds a Masters of Business Administration from
the University of Denver. Over the last 39 years, Mr. Antony has held
increasingly senior positions in both the technical and managerial sectors of
the mining business. He first entered the uranium business with Mobil Oils
Mining and Mineral group in the mid 1980s, during which time he developed the
reclamation plan for Mobils El Mesquite
in situ
recovery operation in
south Texas. He joined Energy Fuels Nuclear, Inc. ("
EFN
") in 1986 as the
company was growing to become the largest U
3
O
8
producer in the US, peaking at more than five million pounds
annually. Mr.
Antony served as director of Technical Services for the company where he
authored many of the feasibility studies which provided justification for the
expansion of EFNs highly successful Breccia Pipe Mine projects in the Arizona
Strip. Subsequent to his employment with EFN, Mr. Antony held a brief position
with Power Resources, Inc. ("
PRI
") as Vice President of Business
Development. He then consulted to Cameco Corp. on due diligence prior to its
acquisition of PRI, which Cameco undertook as part of its strategy to become a
significant uranium producer in the US. Mr. Antony was most recently Chief
Operating Officer of the Corporation, responsible for the daily operations of
the Corporation, including all aspects of uranium property exploration, ore
production and mill processing. He was appointed President and Chief Executive
Officer of the Corporation on April 1, 2010.
Hyung Mun Bae
Mr. Bae is currently the General Manager, Overseas Resources
Project Department at KEPCO. Mr. Bae was previously the General Manager of the
Chung Nam District Division of KEPCO, the General Manager of the Accounting
Office at KEPCO, a Senior Manager of the Treasury Department of KEPCO and a
Senior Manager of the Overseas Resources Development Team at KEPCO. Mr. Bae
graduated with a degree in Business Administration from the Sejong University in
Korea in 1995 and graduated with a Masters of Science-Technology Management
from the State University of New York at Stony Brook in 2015.
Ames Brown
Mr. Brown is currently the Chief Investment Officer
(
CIO
) at Capital Counsel Management LLC since 2014 and previously
worked as a financial consultant with Wells Fargo. As CIO of Capital Counsel
Management, Mr. Brown holds ultimate responsibility for a large portfolio of
global investments in oil, gas, mining, and financial services. In his role with
Wells Fargo, Mr. Brown managed similarly constituted portfolios. Mr. Brown holds
a Master of Business Administration and a Master of Science in Strategic
Communications from Columbia University, a Bachelor of Arts in History from Yale
University, and completed two years of doctoral studies in financial accounting
at Harvard University and the Massachusetts Institute of Technology.
6
Paul A. Carroll
Mr. Carroll has had a lengthy business career in the mining
industry, both as a lawyer and as a director and/or officer of many mining
companies. He has been engaged in the mineral exploration and mining industry in
Canada, the U.S., Mexico, Central and South America, Africa, China, Russia and
Kazakhstan. Mr. Carroll is President of Carnarvon Capital Corporation, a
corporate management and advisory company based in Toronto, Canada. Companies
with which he has been extensively involved include Dundee Corporation, a
full-service investment bank, Corona Corporation, where he was a member of the
Executive Committee, Zemex Corporation, Royex Gold Mining Corporation, Campbell
Resources Inc., Cobra Emerald Mines Ltd., Lacana Mining Corporation where he was
Chair, Arcon International Resources plc where he was Chair, Tahera Corporation,
World Wide Minerals Ltd. where he is President and Chief Executive Officer, Poco
Petroleums Ltd., Mascot Gold Mines Ltd., United Keno Hill Mines Ltd., Repadre
Capital Corporation (now IAMgold Corporation), Crowflight Minerals Inc., War
Eagle Mining Company Inc. and Diadem Resources Ltd. From 2004 to 2005, as one of
the committee of independent directors thereof, Mr. Carroll was a director of
Argus Corporation Limited and Hollinger Inc. and in 2005 he was Chief Executive
Officer. He was a director of The Uranium Institute (now the World Nuclear
Association) in 1998. In addition to the Corporation, Mr. Carroll is currently a
director of: World Wide Minerals (TSX, CDN, OTC); and War Eagle Mining Company
Inc. (TSX-V). Mr. Carroll serves on the Audit Committee of War Eagle Mining
Company Inc.
Glenn J. Catchpole
Mr. Catchpole
was a member of the Board of Directors and
the Chief Executive Officer of Uranerz Energy Corporation (
Uranerz
)
from March 1, 2005 until June 18, 2015. Mr. Catchpole is a licensed engineer who
holds an M.S. in civil engineering from Colorado State University. He has been
active in the uranium solution mining industry since 1978, holding various
positions including wellfield engineer, project manager, general manager and
managing director of several uranium solution mining operations. In 1988 Mr.
Catchpole joined Uranerz U.S.A., Inc. and Uranerz Exploration and Mining and
became Director of Regulatory Affairs, Environmental Engineering and Solution
Mining. Mr. Catchpoles responsibilities included the monitoring and oversight
of the environmental and regulatory aspects of two large uranium mines in Canada
and the operational aspects of one uranium solution mine in the United States.
In 1996 Mr. Catchpole was appointed General Manager and Managing Director of the
Inkai uranium solution mining project located in the Republic of Kazakhstan
(Central Asia). In 1998 Cameco Corporation acquired Uranerz U.S.A. Inc., and Mr.
Catchpole continued his post at the Inkai Project for Cameco. Mr. Catchpole
spent six years taking the Inkai project from acquisition through feasibility
study, joint venture formulation, government licensing, environmental
permitting, design, construction and the first phase start-up.
Bruce D. Hansen
Mr. Hansen is currently Chief Executive Officer and a director
of General Moly Inc., a position he has held since 2007. Prior to that, Mr.
Hansen was Senior Vice-President, Operations Services and Development with
Newmont Mining Corporation. He worked with Newmont for ten years holding
increasingly senior roles, including CFO from 1999 to 2005. Prior to joining
Newmont, Mr. Hansen spent 12 years with Santa Fe Pacific Gold, where he held
increasingly senior management roles including Senior Vice President of
Corporate Development and Vice President Finance and Development. Mr. Hansen
holds a Masters of Business Administration from the University of New Mexico and
a Bachelors of Science Degree in Mining Engineering from the Colorado School of
Mines. Mr. Hansen is also a director and serves on the Audit Committee of ASA
Gold and Precious Metals Ltd. (NYSE).
Dennis L. Higgs
Mr. Higgs has been involved in the financial and venture
capital markets in Canada, the United States, and Europe for over thirty years.
He founded his first junior exploration company in 1983 and took it public
through an initial public offering in 1984. Since then, Mr. Higgs has been
involved in the founding, financing, initial public listing, and building of
several companies. Mr. Higgs was directly involved with the founding and initial
public offering of Arizona Star Resource Corp. and the listing and financing of
BioSource International Inc., both of which were the subject of take-over bids.
Most recently, Mr. Higgs was one of the founding Directors and subsequently
Executive Chairman of Uranerz before it merged with Energy Fuels. Mr. Higgs was
Executive Chairman of the Board of Directors of Uranerz from February 1, 2006
until June 18, 2015. Mr. Higgs is currently Chairman and
a director of
Nevada Exploration Inc., a TSX Venture Exchange mineral exploration company
(TSX.V:NGE). Mr. Higgs holds a Bachelor of Commerce degree from the University
of British Columbia.
7
Ron F. Hochstein
Ron Hochstein is currently the President and Chief Executive
Officer of Lundin Gold Inc. Mr. Hochstein served as Executive Chairman of
Denison Mines Corp. in 2015 and as President and Chief Executive Officer from
2009 to 2015. Prior to that, Mr. Hochstein served as President and Chief
Operating Officer starting in 2006 when International Uranium Corporation
(IUC) and Denison Mines Inc. combined to form Denison Mines Corp. Before then,
Mr. Hochstein served as President and Chief Executive Officer of IUC. Mr.
Hochstein joined IUC in October 1999 as Vice-President, Corporate Development
and later served as Vice-President and Chief Operating Officer, prior to his
appointment as President and Chief Executive Officer in April 2000. Prior to
joining IUC, Mr. Hochstein was a Project Manager with Simons Mining Group and
was with Noranda Minerals as a metallurgical engineer. Mr. Hochstein is a
Professional Engineer and holds an M.B.A. from the University of British
Columbia and a B.Sc. from the University of Alberta. Mr. Hochstein is also a
director of Denison Mines Corp. (TSX, NYSE MKT), Lundin Gold Inc. (TSX, Nasdaq
Stockholm) and Sprott Resource Corp. (TSX).
Cease Trade Orders, Bankruptcies and Legal Proceedings
We do not currently know of any legal proceedings against us
involving our directors, executive officers or shareholders of more than 5% of
our voting shares. Except as set out below, to the knowledge of the Corporation,
no director of the Corporation is, or has been in the last 10 years, (a) a
director, chief executive officer or chief financial officer of a company that
(i) while that person was acting in that capacity, was the subject of a cease
trade order or similar order (including a management cease trade order) or an
order that denied the relevant company access to any exemptions under securities
legislation, for a period of more than 30 consecutive days, or (ii) after that
person ceased to act in that capacity, was the subject of a cease trade or
similar order or an order that denied the issuer access to any exemption under
securities legislation, for a period of more than 30 consecutive days, which
resulted from an event that occurred while that person acted in such capacity,
or (b) a director or executive officer of a company that, while that person was
acting in that capacity, or within a year of that person ceasing to act in that
capacity, became bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency or was subject to or instituted any proceedings,
arrangement or compromise with creditors or had a receiver, receiver manager or
trustee appointed to hold its assets; or (c) became bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency, or became subject to
or instituted any proceedings, arrangement or compromise with creditors, or had
a receiver, receiver manager or trustee appointed to hold his assets.
Mr. Bovaird was a director of HMZ Metals Inc. (
HMZ
) at
the time a management cease trade order was issued on September 6, 2005
requiring the directors, officers and insiders of HMZ to cease all trading in,
or acquisition of, the securities of HMZ due to HMZs failure to file its
interim financial statements for the six month period ended June 30, 2005. The
management cease trade order issued on September 6, 2005 expired on October 20,
2005. The management cease trade order issued on April 3, 2006 expired and was
replaced with a permanent management cease trade order dated April 17, 2006,
which was allowed to expire on June 2, 2008. Mr. Bovaird was also an independent
director of Fort Chimo Minerals Inc. (
Fort Chimo
) at the time a
management cease trade order was issued on June 5, 2007 requiring the directors,
officers and insiders of Fort Chimo to cease all trading in, or acquisition of,
the securities of Fort Chimo due to Fort Chimos failure to file its interim
financial statements for the three month period ended March 31, 2007. The
management cease trade order was allowed to expire on July 9, 2007 after Fort
Chimo remedied the filing default.
Mr. Carroll is a director and President and Chief Executive
Officer of World Wide Minerals Ltd., a Canadian public company which is subject
to an issuer cease trade order issued by the Ontario Securities Commission on
May 9, 2011 for failure to file financial statements and has not been revoked.
Mr. Hochstein was a director of Sirocco Mining Inc.
(
Sirocco
). Pursuant to a plan of arrangement completed on January 31,
2014, Canadian Lithium Corp. acquired Sirocco. The final step in the plan of
arrangement was the amalgamation of Canadian Lithium Corp. and Sirocco to form
RB Energy Inc (
RBI
). On October 13, 2014, RBI announced that, among
other things, the Board of Directors of RBI had approved a filing on October 14,
2014, for an Initial Order to commence proceedings in Canada under the
Companies' Creditors Arrangement Act (the "
CCAA
"). On October 15, 2014,
RBI further announced that the Quebec Superior Court had issued an Amended and
Restated Initial Order in respect of RBI and certain of its subsidiaries under
the CCAA. RBI is now under the protection of the Court. KPMG LLP has been
appointed monitor under the Court Order. The TSX de-listed RBIs common shares
effective at the close of business on November 24, 2014 for failure to meet the
continued listing requirements of the TSX. Since that time, RBIs common shares
have been suspended from trading.
8
No director or officer of the Corporation is a party adverse to
the Corporation or any of its subsidiaries, or has a material interest adverse
to the Corporation or any of its subsidiaries. Unless noted above, during the
past ten years, no director or executive officer of the Corporation has:
(a)
|
filed or has had filed against such person, a petition
under the U.S. federal bankruptcy laws or any state insolvency law, nor
has a receiver, fiscal agent or similar officer been appointed by a court
for the business or property of such person, or any partnership in which
such person was a general partner, at or within two years before the time
of filing, or any corporation or business association of which such person
was an executive officer, at or within two years before such
filings;
|
|
|
(b)
|
been convicted or pleaded guilty or
nolo contendere
in a criminal proceeding or is a named subject of a pending criminal
proceeding (excluding traffic violations and other minor
offences);
|
|
|
(c)
|
been the subject of any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting such persons activities in any type of business,
securities, trading, commodity or banking activities;
|
|
|
(d)
|
been the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any U.S. federal or state
authority barring, suspending or otherwise limiting for more than 60 days
the right of such person to engage in any type of business, securities,
trading, commodity or banking activities, or to be associated with persons
engaged in any such activity;
|
|
|
(e)
|
been found by a court of competent jurisdiction in a
civil action or by the United States Securities and Exchange Commission
(the
SEC
), or by the U.S. Commodity Futures Trading Commission to
have violated a U.S. federal or state securities or commodities law, and
the judgment has not been reversed, suspended, or vacated;
|
|
|
(f)
|
been the subject of, or a party to, any U.S. federal or
state judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged
violation of: (i) any U.S. federal or state securities or commodities law
or regulation; or (ii) any law or regulation respecting financial
institutions or insurance companies including, but not limited to, a
temporary or permanent injunction, order of disgorgement or restitution,
civil money penalty or temporary or permanent cease-and-desist order, or
removal or prohibition order; or (iii) any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity;
or
|
|
|
(g)
|
been the subject of, or a party to, any sanction or
order, not subsequently reversed, suspended or vacated, of any
self-regulatory organization (as defined in Section 3(a)(26) of the United
States Securities Exchange Act of 1934, as amended (the
Exchange
Act
) (15 U.S.C.78c(a)(26))), any registered entity (as defined in
Section 1(a)(29) of the U.S. Commodity Exchange Act (7 U.S.C.1(a)(29))),
or any equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.
|
9
Family and Certain Other Relationships
There are no family relationships among the members of the
Board or the members of senior management of the Corporation. Other than with
KEPCO and as noted above, there are no arrangements or understandings with major
shareholders, customers, suppliers or others, pursuant to which any member of
the Board or member of senior management was selected.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Corporations
officers and directors and persons who own more than 10% of a registered class
of the Corporations equity securities, to file reports of ownership and changes
in ownership on Forms 3, 4 and 5 with the SEC. Officers, directors and such 10%
shareholders are required to furnish the Corporation with copies of all Forms 3,
4 and 5 they file.
The Corporation was a foreign private issuer (as defined in
Rule 3b-4 under the Exchange Act) during the entirety of the fiscal year ended
December 31, 2015 and was not subject to the reporting requirements of Section
16(a). The Corporation will be required in its Circular for the next fiscal year
to make a determination of whether it believes all transactions required to be
reported pursuant to Section 16(a) were timely reported by the Corporations
officers, directors and greater than 10% shareholders.
Proposal 2 - Appointment of Auditors
The auditors of the Corporation are KPMG LLP, Chartered
Accountants, who were first appointed auditors of the Corporation on April 12,
2007.
The persons named in the form of proxy accompanying this Circular
intend to vote for the reappointment of KPMG LLP as the auditors of the
Corporation for the ensuing year or until their successors are appointed and to
authorize the directors of the Corporation to fix the remuneration of the
auditors
, unless the shareholder has specified in the form of proxy that the
Common Shares represented by such proxy are to be withheld from voting in
respect thereof.
The Corporation expects that a representative of KPMG LLP will
be present at the Meeting and will be available to answer questions.
Principal Accountant Fees and Services
Year Ended
|
Audit
Fees
(1)
|
Audit-Related
Fees
(2)
|
Tax
Fees
(3)
|
All Other
Fees
(4)
|
December 31, 2015
|
C$872,000
|
Nil
|
C$57,700
|
Nil
|
December 31, 2014
|
C$462,000
|
Nil
|
C$36,694
|
Nil
|
Notes:
(1) Audit Fees are the aggregate fees
billed by KPMG LLP in auditing the Corporations annual financial statements.
Included in the audit fees are $130,000 (2014: $25,000) and $175,000 (2014: $ -
) related to the Corporations prospectus and U.S. GAAP conversion process
respectively.
(2) Audit Related Fees are fees billed by KPMG
LLP for the assurance and related services that are reasonably related to the
performance of the audit or review of the Corporations statements or as related
to a prospectus
(3) Tax Fees are fees for professional
services rendered by KPMG LLP for tax compliance, tax advice and tax planning.
(4) All Other Fees consist of fees for product and services
other than the services reported above.
Policy on Pre-approval by our Audit Committee of Services
Performed by Independent Auditors
Pursuant to the Audit Committee Charter, the Audit Committee
has the responsibility to review and approve the fees charged by the external
auditors for audit services, and to review and approve all services other than
audit services to be provided by the external auditors, and associated fees. All
of the engagements and fees for the fiscal year ended December 31, 2015 were
pre-approved by the Audit Committee.
10
EXECUTIVE OFFICERS
As of March 24, 2016, the five named executive officers
(
NEOs
) of the Corporation, their ages and their business experience and
principal occupation during the past five years were as follows:
Name and Municipality of
Residence
|
Office Held
|
Officer Since
|
Age
|
Stephen P. Antony
Colorado, USA
|
President & CEO, Director
|
2009
|
66
|
David C. Frydenlund
Colorado, USA
|
Senior Vice President, General Counsel and
Corporate Secretary
|
2012
|
58
|
W. Paul Goranson
Colorado, USA
|
Executive Vice President, ISR Operations
|
2015
|
54
|
Harold R. Roberts
Colorado, USA
|
Executive Vice President, Conventional
Operations
|
2012
|
64
|
Daniel G. Zang
Colorado, USA
|
Chief Financial Officer
|
2014
|
61
|
David C. Frydenlund
Mr. Frydenlund is the Corporations Senior Vice President,
General Counsel and Corporate Secretary. Mr. Frydenlunds responsibilities
include all legal matters relating to the Corporations activities. His
expertise extends to United States Nuclear Regulatory Commission, United States
Environmental Protection Agency, State and Federal regulatory and environmental
laws and regulations. From 1997 to July 2012, Mr. Frydenlund was Vice President
Regulatory Affairs, Counsel, General Counsel and Corporate Secretary of Denison
Mines Corp., and its predecessor International Uranium Corporation (IUC), and
was also a director of IUC from 1997 to 2006 and Chief Financial Officer of IUC
from 2000 to 2005. From 1996 to 1997, Mr. Frydenlund was a Vice President of the
Lundin Group of international public mining and oil and gas companies, and prior
thereto was a partner with the Vancouver law firm of Ladner Downs (now Borden
Ladner Gervais) where his practice focused on corporate, securities and
international mining transactions law. David holds a bachelors degree in
business and economics from Simon Fraser University, a masters degree in
economics and finance from the University of Chicago and a law degree from the
University of Toronto.
W. Paul Goranson
Paul Goranson is the Corporations Executive Vice President,
ISR Operations. Mr. Goranson has over twenty-eight years of mining, processing
and regulatory experience in the uranium extraction industry that includes both
conventional and in-situ recovery ("
ISR
") mining. Prior to the
acquisition of Uranerz by the Corporation, Mr. Goranson served as President,
Chief Operating Officer and Director for Uranerz, where he was responsible for
operations of the Nichols Ranch ISR Uranium Project. In addition to those
duties, he also managed uranium marketing, regulatory and government affairs,
exploration, and land groups. Prior to his time with Uranerz, Mr. Goranson was
President of Cameco Resources, a wholly-owned U.S. subsidiary of Cameco
Corporation, which is one of the world's largest uranium mining companies. Mr.
Goranson was responsible for executing the "Double U" growth strategy for
Cameco's U.S. operations, including developing production expansion projects
such as the North Butte ISR uranium recovery facility and the refurbishment of
the Highland Central Processing Plant. While President of Cameco Resources, Mr.
Goranson's responsibilities included executive leadership for the operations at
the Smith Ranch-Highland, Crow Butte and North Butte ISR uranium recovery
facilities.
11
Prior to Cameco Resources, Mr. Goranson was Vice President of
Mesteña Uranium LLC (
Mesteña
) where he led the construction, start-up
and operation of the Alta Mesa project, which achieved over one million pounds
of uranium production per year under his stewardship. At Mesteña, his
responsibilities included marketing uranium where he negotiated long term
uranium supply contracts with nuclear utilities as well as spot uranium sales.
Prior to Mesteña, Mr. Goranson was the manager for radiation safety, regulatory
compliance and licensing with Rio Algom Mining LLC, a division of BHP Billiton.
Mr. Goranson is a registered Professional Engineer, and holds a Master of
Science in Environmental Engineering from Texas A&M University, Kingsville
along with a Bachelor of Science in Natural Gas Engineering from Texas A&I
University, Kingsville. Mr. Goranson is a Director of enCore Energy Corp.
(TSX.V:EU).
Harold R. Roberts
Mr. Roberts is the Corporations Executive Vice President,
Conventional Operations. He was previously the Executive Vice President and
Chief Operating Officer of the Corporation from 2012 until June 2015, and the
Executive Vice President U.S. Operations for Denison Mines Corp. from 2006 to
2012. Prior to his employment with Denison, Mr. Roberts was the President of
Energy Fuels Nuclear, Inc. Throughout his career Mr. Roberts has held various
positions related to operations oversight, project development, and permitting
of mining operations. Mr. Roberts obtained his Bachelor of Science degree in
Civil Engineering from Montana State University in 1975, and is a Registered
Professional Engineer in several western states. Mr. Roberts is a director and
serves on the audit committee of Virginia Energy Resources Inc. (TSX.V: VUI).
Daniel G. Zang
Mr. Zang is the Corporations Chief Financial Officer. He has
many years of experience as Chief Financial Officer, Controller, Chief
Accounting Officer and other positions with a number of public and private
companies, including Controller and Treasurer of General Moly, Inc. and Vice
President and Controller of Cyprus Copper Company, an operating division of
Cyprus Minerals Company that earned annual revenues in excess of $1 billion.
Prior to joining the Corporation, Mr. Zang served as Deputy Chief Financial
Officer of Umami Sustainable Seafood Inc. in San Diego, California from 2012 to
2013, and Chief Financial Officer of Umami from 2010 to 2012. Prior to Umami,
Mr. Zang was a Senior Finance and Accounting Professional based in Littleton,
Colorado from 2009 to 2010. From 2007 to 2009, Mr. Zang was Controller and
Treasurer for General Moly Inc. Mr. Zang has a bachelors degree in accountancy
from the University of Illinois, Champaign, Urbana and is a Certified Public
Accountant.
EXECUTIVE COMPENSATION
Compensation Governance
Until June 18, 2015 the Corporation's compensation committee
(the
Compensation Committee
) was made up of three directors, being J.
Birks Bovaird, Bruce D. Hansen, and Richard J. Patricio, each of whom is
independent. On June 18, 2015, Mr. Patricio resigned as a director, and on July
14, 2015 Mr. Ron F. Hochstein was appointed to the Compensation Committee to
fill the vacancy created by Mr. Patricios resignation. Each of Mr. J. Birks
Bovaird, Bruce D. Hansen and Ron F. Hochstein is independent pursuant to Section
805(c) of the NYSE MKT Company Guide (the
Company Guide
). Each of
Messrs. Bovaird, Hansen and Hochstein has direct educational and work experience
that is relevant to his responsibilities in executive compensation. The
Compensation Committee has been delegated the task of reviewing and recommending
to the Board, the Corporations compensation policies, and reviewing such
policies on a periodic basis to ensure they remain current, competitive and
consistent with the Corporations overall goals.
12
The Compensation Committee also has the authority and
responsibility to review and approve corporate goals and objectives relevant to
the compensation of the Chief Executive Officer (
CEO
), evaluating the
CEOs performance in light of those corporate goals and objectives, and making
recommendations to the Board with respect to the CEOs compensation level
(including salary, incentive compensation plans and equity-based plans) based on
this evaluation, as well as making recommendations to the Board with respect to
any employment, severance or change of control agreements for the CEO. The
ultimate decision relating to the CEOs compensation rests with the Board,
taking into consideration the Compensation Committees recommendations,
corporate and individual performance, and industry standards.
The Compensation Committee has also been delegated the task of
reviewing and approving for NEOs, other than the CEO, all compensation
(including salary, incentive compensation plans and equity-based plans) and any
employment, severance or change of control agreements, although the ultimate
decision relating to any stock option or other equity grants rests with the
Board. The experience of Board and committee members who are also involved as
management of, or board members or advisors to, other companies also factors
into decisions concerning compensation.
In December 2014 and January 2015, the Corporation engaged the
Harlon Group a compensation consulting company to conduct a compensation study
for employees, the executive team and the Board, and to provide data on equity
incentive practices in the industry for the executive team and the Board. The
compensation survey data utilized in the Harlon Groups review was from a
benchmark analysis of the following publicly held companies, considered at that
time to be a peer group for the Corporation, utilizing 2013 data from their
respective 2014 proxy statements:
|
Uranium Energy Corp. --
(NYSE MKT: UEC) -- a
US-based uranium mining and exploration company;
|
|
UR-Energy Inc.
(NYSE MKT: URG) -- a junior
uranium mining company;
|
|
Uranerz Energy Corporation
(NYSE MKT: URZ) - a
US mining company focused on near term commercial in-situ recovery uranium
production;
|
|
Uranium Resources Inc.
- (NASDAQ MKT: URRE) -
exploring, developing and mining uranium;
|
|
Peninsula Energy Ltd.
(ASX MKT: PEN) - an
emerging uranium company with assets in Wyoming, USA and Karoo, South
Africa;
|
|
UEX Corp.
(TSX: UEX) a uranium company
acquiring, exploring and developing uranium properties in Canada;
|
|
Azarga Uranium Corp.
-- (TSX: AZZ) a uranium
development company with assets in South Dakota, Colorado, Wyoming and
Kyrgyzstan;
|
|
Bannerman Resources Limited
-- (ASX: BMN; TSX: BAN;
and NSX: BMN) a uranium exploration and development company with a
project in Namibia; and
|
|
Mucasani Yellowcake (now named Plateau Uranium)
(TSX.V:PLU; FSE: QG1) an advanced stage uranium exploration and
development company with a property in Peru.
|
The Harlon Group reports were considered by the Compensation
Committee in making its determinations and recommendations to the Board for
executive compensation in January 2015, and resulted in the Board adopting the
Corporations 2015 Omnibus Equity Incentive Compensation Plan (the
Equity
Incentive Plan
), to replace the Corporations 2013 Amended and Restated
Stock Option Plan (the
2013 Option Plan
). In addition, based on the
analysis performed by the Harlon Group, the Committee recommended that the
Corporation revise and update its employment agreements with NEOs to bring them
more in line with industry practices. See
Employment Agreements and
Termination and Change of Control Benefits
below.
After the Corporation completed its acquisition of Uranerz in
June 2015, the Compensation Committee, working with the Harlon Group, revised
the peer group to better reflect the Corporations increase in size and scope of
operations as a result of that transaction. After the Uranerz acquisition, the
Corporation acquired a second production center, expanding its existing
production at the only operating uranium mill in the United States with ISR
production at Uranerz Nichols Ranch project. The Compensation Committee
concluded that the previous peer group, which was based solely on uranium
companies, most of which were not producing companies, did not adequately
represent the pool from which the Corporation can expect to draw its management
talent. In order to provide a more representative peer group for the
Corporation, twenty four similar companies in the mining industry with market
capitalizations of between one half and two times the Corporations market
capitalization were listed by the Harlon Group for the Compensation Committees
review. The companies were rated based on their similarity with the Corporation
in the categories of primary exchange of public listing of securities (Canada,
Australia, USA), sub-mining industry (uranium or other metals) and primary
source of revenue (production or exploration and development). Additionally,
Compensation Committee members reviewed the peer group list using their own
criteria developed through their experiences in tracking mining industry trends
and companies in other metals and uranium mining. This resulted in the adoption
of the following revised peer group to be used to determine Executive
Compensation:
13
|
McEwen Mining Inc.
(NYSE:MUX; TSX:MUX) engages
in the exploration, development, and production of gold, silver, and
copper in the Americas, including the San Jose mine in Santa Cruz,
Argentina, the El Gallo 1 mine and El Gallo 2 project in Sinaloa, Mexico,
the Gold Bar project in Nevada, and the Los Azules project in San Juan,
Argentina;
|
|
Asanko Gold Inc.
(NYSE MKT:AKG; TSX:AKG)
engages in the exploration, development, and production of gold in Ghana,
including the Asanko Gold mine;
|
|
Klondex Mines Ltd.
(NYSE MKT:KLDX; TSX:KDX)
engages in the exploration, development, and production of gold and silver
projects in north central Nevada, USA, including the Fire Creek project
and the Midas mine and ore milling facility;
|
|
Kirkland Lake Gold Inc.
(TSX:KGI) engages in
the exploration, development, production and operation of gold properties
in Ontario, Canada, including the Macassa mine and mill, and the Kirkland
Minerals, Teck Hughes, Lakeshore, and Wright Hargreaves properties;
|
|
Continental Gold Inc.
(TSX:CNL) engages in the
acquisition, exploration, evaluation, and development of gold projects in
Columbia, including the Buritica project;
|
|
Polymet Mining Corp.
(NYSE MKT:PLM; TSX:POM)
engages in the development of the NorthMet copper-nickel-precious metals
project in northeastern Minnesota;
|
|
Paladin Energy Ltd.
(ASX:PDN; TSX:PDN)
develops and operates uranium mines in Namibia and Malawi, including the
Langer Heinrich mine;
|
|
Dundee Precious Metals Inc
. (TSX:DPM) engaged
in the acquisition, exploration, development, and mining of precious
metals from projects in Europe, Asia, and Africa, including the Chelopech
copper-gold- silver project in Bulgaria, the Kapan copper-zinc project in
Armenia, and the Tsumeb smelter in Namibia;
|
|
Seabridge Gold, Inc.
(NYSE:SA; TSX:SEA)
engages in the acquisition and exploration of gold, copper, silver, and
molybdenum properties in Canada, including the Kerr-Sulphurets-Mitchell
project in British Columbia and the Courageous Lake gold project in the
Northwest Territories of Canada;
|
|
Teranga Gold Corporation
(TSX:TGZ; ASX:TGZ)
engages in the exploration, development, and production of gold from
projects in West Africa, including the Sabodala gold mine in Senegal;
|
|
Energy Resources of Australia Ltd.
(ASX:ERA)
engages in the production of uranium from the Ranger project in Australia;
|
|
Silvercorp Metals Inc.
(TSX:SVM) engages in
the exploration, development, and mining of precious and base metals from
properties in China and Canada, including four silver-lead-zinc mines in
the Ying Mining District in Henan Province, China, and the GC
silver-lead-zinc mine in the Guangdong Province;
|
|
Peninsula Energy Ltd.
(ASX:PEN) engages in the
exploration, development and production of uranium from projects in the
United States and Africa, including the Lance Project in Wyoming and the
Karoo Project in South Africa;
|
|
NexGen Energy Ltd.
(TSX-V:NXE) engages in the
acquisition, exploration and development of uranium properties in Canada,
including the Rook I property in the Athabasca Basin, Canada;
|
|
Dalradian Resource Inc.
(TSX:DNA; LSE:DALR)
engages in the acquisition, exploration, and evaluation of gold and silver
projects in Northern Ireland, including the Curraghinalt gold project;
|
|
Largo Resources Ltd.
(TSX-V:LGO) engages in
the acquisition, exploration, and development of vanadium, iron, tungsten,
molybdenum, chromite, and platinum properties in Brazil and Canada,
including the Maracas Menchen mine;
|
14
|
Uranium Energy Corp.
(NYSE MKT:UEC) engages in
the exploration, extraction, and processing of in situ uranium projects in
the U.S. and Paraguay, including the Hobson processing plant and
Palangana, Goliad, and Burke Hollow projects;
|
|
Gold Resource Corp.
(NYSE MKT:GORO) engages in
the exploration and production of gold and silver in Mexico and the U.S.,
including its flagship El Aquila project in the State of Oaxaca and
exploration projects in Nevada; and
|
|
UR-Energy Inc.
(NYSE MKT: URG; TSX:URE)
engages in the acquisition, evaluation, exploration, development, and
operation of in situ uranium projects, including the Lost Creek property
in Wyoming.
|
In September 2015, the Corporation again engaged the Harlon
Group to conduct a compensation study for the executive team and the Board based
on this revised peer group, and to provide data on equity incentive practices in
the industry for the executive team and the Board. Based on the recommendations
of the Harlon Group, and the Compensation Committees recommendation that equity
compensation for the second half of 2015 be increased to reflect this analysis,
the Board granted additional RSUs to NEOs in September 2015.
In addition to the compensation paid to NEOs in 2015, based on
recommendations from the Compensation Committee and a July 2015 analysis
performed by the Harlon Group, the Board awarded additional transactional
bonuses to NEOs and other members of the management team in connection with the
successful completion of the Uranerz acquisition.
The following table sets forth the fees paid to consultants and
advisors related to determining compensation for NEOs and directors for each of
the two most recently completed financial years.
Year
|
Executive Compensation-Related
Fees
(1)
|
All Other
Fees
(2)
|
Financial Year Ended December 31, 2015
|
US$32,888
|
Nil
|
Financial Year Ended December 31, 2014
|
US$11,940
|
Nil
|
Notes:
(1) The aggregate fees billed by each
consultant or advisor, or any of its affiliates, for services related to
determining compensation for any of the Corporations directors or executive
officers.
(2) The aggregate fees billed for all other services
provided by each consultant or advisor, or any of its affiliates, that are not
reported as Executive Compensation Related Fees.
It should be noted that the Harlon Group was engaged on behalf
of and took instructions from the Compensation Committee, not management. There
were no conflicts between the Compensation Committee and the Harlon Group.
Compensation Committee Interlocks and Insider Participation
No person who served as a member of the Compensation Committee
during the fiscal year ended December 31, 2015 was a current or former officer
or employee of the Corporation or engaged in certain transactions with the
Corporation required to be disclosed by regulations of the SEC. Additionally,
there were no compensation committee interlocks during the fiscal year ended
December 31, 2015, which generally means that no executive officer of the
Corporation served as a director or member of the compensation committee of
another entity, which had an executive officer serving as a director or member
of the Corporations Compensation Committee.
Compensation Discussion and Analysis
Objectives of the Compensation Program
15
The objectives of the Corporations compensation programs are
to attract and retain the best possible executives and to motivate the
executives to achieve goals consistent with the Corporations business strategy.
The compensation program is designed to reward executives for achieving these
goals.
16
Elements of Compensation
The compensation practices are intended to be competitive with
the peer group, geared to meeting the requirements of the individual, and hence
securing the best possible talent to manage the Corporation. During fiscal 2015,
the three key elements used to compensate the NEOs of the Corporation were: (i)
base salary; (ii) cash bonuses; and (iii) long-term incentives in the form of
equity awards. The Corporation had five NEOs during fiscal 2015: Stephen P.
Antony; David C. Frydenlund; W. Paul Goranson; Harold R. Roberts; and Daniel G.
Zang.
Determination of Compensation
Base Salaries
Base salary is a fixed component of pay that compensates
executives for fulfilling their roles and responsibilities and aids in
attracting and retaining qualified executives.
Base compensation for the CEO is generally fixed by the Board
at its regularly scheduled meeting in January of each year for that year, based
on recommendations from the Compensation Committee. In making its
recommendations to the Board, the Compensation Committee evaluates levels of
compensation provided by the peer group that has been approved by the
Compensation Committee. Generally, base salary for the CEO is set relative to
base salaries paid to CEOs by the peer group, but the Board may also take into
account the Compensation Committees recommendation to the Board and the Boards
assessment of the performance of the Corporation overall, the Corporations
projects and the CEOs individual contribution.
Base compensation for the NEOs, other than the CEO, is
generally fixed by the Compensation Committee at its regularly scheduled meeting
in January of each year for that year. Generally, base salaries for the NEOs,
other than the CEO, are set relative to levels of compensation provided by the
peer group that has been approved by the Compensation Committee, the
Compensation Committee may also take into account its assessment of the
performance of the Corporation overall, the Corporations projects and the
particular individuals contributions.
Cash Bonuses
Along with the establishment of competitive base salaries and
long-term incentives, one of the objectives of the executive compensation
strategy is to encourage and recognize strong levels of performance by linking
the overall performance of the NEO, and in particular the contribution of the
NEO, to the objective of maximizing value for the Corporations
shareholders.
The cash bonus for the CEO for each financial year is approved
by the Board, based on the overall financial performance of the Corporation,
levels of bonuses provided by benchmark companies, and the achievement of
objective measures and individual performance of the CEO. Generally, the target
cash bonus level is set at a competitive level relative to the cash bonuses paid
by the peer group as a percent of base salary, and the CEOs actual bonus is
based on how well the CEO and the Corporation met the annual performance goals
set by the Board in the Corporations Short Term Incentive Plan as described
under
Performance Goals
, below. The bonus for the CEO is determined in
the sole discretion of the Board, based on recommendations from the Compensation
Committee.
The bonuses for the NEOs, other than the CEO, for each
financial year are approved by the Compensation Committee, based on the overall
financial performance of the Corporation, levels of bonuses provided by
benchmark companies, and the achievement of objective measures and individual
performance of the NEO, and based on recommendations from the CEO . Generally,
the target cash bonus level for the NEOs, other than the CEO, are set at
competitive levels relative to cash bonuses paid by the peer group as a percent
of base salary, and each NEOs actual bonus is based on how well the NEO and the
Corporation met the annual performance goals set by the Board in the
Corporations Short Term Incentive Plan as described under
Performance
Goals
, below.
The cash bonus in respect of each financial year of the
Corporation may be paid in one or more instalments, as determined by the Board,
or the Compensation Committee, as the case may be.
17
In addition, the Board may from time to time, grant additional
cash bonuses to one or more of the NEOs, in special circumstances, such as the
successful completion of a major transaction.
Long-Term Incentives Equity Compensation
Under the Equity Incentive Plan, which was approved by the
Board on January 28, 2015 and ratified by the shareholders of the Corporation at
the June 2015 Annual General and Special Meeting, the Board may, in its
discretion, grant from time to time, Options, Stock Appreciation Rights (SARs),
Restricted Stock and RSUs, Deferred Share Units, Performance Shares and
Performance Units, and Stock-Based Units to employees, directors, officers and
consultants of the Corporation and its affiliates.
In 2015, the Corporation relied on the grant of RSUs to align
the NEOs interests with shareholder value. All of the RSUs granted in 2015
vested as to 50% on January 28, 2016, will vest as to an additional 25% on
January 28, 2017 and as to the remaining 25% on January 28, 2018. Upon vesting,
each RSU entitles the holder thereof to receive one Common Share in the capital
of the Corporation for the payment of no additional consideration.
All equity grants are approved by the Board, based on
recommendations from the Compensation Committee. Generally, equity grants are
set at competitive levels relative to equity awards granted by the peer group as
a percent of base salary, and recognize the level of experience and seniority of
the Corporations senior management team, in order to provide incentive to
improve the retention of executives. The Board may also take into account the
Compensation Committees recommendation to the Board and the Boards assessment
of the performance of the Corporation overall, the Corporations projects and
the NEOs individual contribution. Equity incentives granted to NEOs may be made
subject to specific vesting requirements which may include vesting over a
particular period. In addition, the Board may from time to time, grant
additional equity awards to one or more of the NEOs, in special circumstances,
such as the successful completion of a major transaction.
Performance Goals
In January 2016, the Corporation adopted a Short Term Incentive
Plan (
STIP
). The purpose of the STIP is to align short term performance
of executives of the Corporation with the Corporations annual business plan and
other specified criteria through awarding participants with cash compensation
calculated as a percent of annual base salary.
Each year, the Compensation Committee completes a matrix
including goals, metrics and weightings to serve as the basis for measuring
performance of the Corporation and the participants during and at the end of the
year. The matrix generally contains several objective criteria (such as criteria
tied to successful implementation of the annual business plan for the year), as
well as a subjective category. The objective performance goals generally apply
equally to all NEOs, recognizing the need for all top executives to work as a
team to achieve corporate goals. The objective criteria serve as the Key
Performance Indicators (
KPIs
) for the CEO and the top management
group. For 2015 the performance goals related to: share price performance;
meeting progress goals for shaft sinking at the Corporations Canyon mine
project; meeting all sales commitments; maintaining scalability of production in
the event of improved market conditions; meeting health and safety goals;
evaluating and completing certain acquisition opportunities; meeting key
permitting objectives on certain of the Corporations properties; and divesting
of certain non-core assets.
The performance metrics for the objective performance goals are
generally structured so that, if the senior management team performs as
expected, the mid-level (100% of Plan) will be achieved for each of the
objective performance goals, and the target cash bonus level will be achieved.
If performance is lower than expected for an objective performance goal, then
the lower level (generally expected to be set at approximately 0-50% of Plan)
will apply, and likewise if performance is greater than expected for the
criteria, the higher level (generally expected to be set at approximately 150%
of Plan) will apply.
The subjective evaluation for each participant will be
performed by the Compensation Committee, upon the recommendations of the CEO,
and may take into consideration individual contributions and achievements of
participants, workloads, reaction to market conditions over which the
participant has no control, leadership, relationship with the Board of
Directors, and other elements specific to the Participant that warrant attention
during the year. The weighting of the subjective category generally does not
exceed 20% of the total bonus amount for each participant, recognizing the need
for all top executives to focus primarily on working as a team to achieve the
objective corporate goals set for the CEO and the senior management team.
18
The Compensation Committee will determine the target cash bonus
level for each participant, generally to be set as a percentage of base salary
at the same time it determines the matrix. Generally, the Compensation Committee
will set the target cash bonus percent for each participant for the year by
reference to the cash bonuses awarded to comparable positions in the peer group
established by the Compensation Committee for the most recent year for which
data is publicly available. The actual cash bonus award could be lower or higher
than the target bonus level depending on the Compensation Committees actual
evaluation of the performance metrics for the year, as well as any information
for industry trends, price level adjustments etc. that would indicate that data
for the comparison year would understate or overstate the expected cash bonuses
for comparable positions in the peer group during the year.
The STIP also applies an overriding health and safety factor,
which serves to discount or eliminate any cash bonuses otherwise payable if the
Corporation fails to meet stipulated health and safety performance criteria. The
Board also has the authority to vary from the STIP as it sees fit.
The Corporation believes shareholder value is primarily driven
by results, both in terms of financial strength and operating measures such as
production, production capability, and mineral reserve and resource growth, as
well as protection of public health, safety and the environment and good
corporate governance. Each executives performance is also evaluated against
expectations for fulfilling the executives individual responsibilities and
goals within his or her particular employment functions and areas of expertise,
which also reflects on the executives contribution to the Corporations success
in meeting its objectives.
Consideration of Risks Associated with Compensation
Policies
The Compensation Committee considers the implications of risks
associated with compensation policies and practices by working closely with the
CEO. The CEO is tasked with ensuring that: (i) fair and competitive practices
are followed regarding employee compensation at all levels of the Corporation;
(ii) the compensation practices do not encourage an NEO or individual at a
principal business unit or division to take inappropriate or excessive risk or
that are reasonably likely to have a material adverse effect on the Corporation;
and (iii) compensation policies and practices include regulatory, environmental
compliance and sustainability as part of the performance metrics used in
determining compensation. The CEOs recommendations on these matters are taken
into consideration by the Compensation Committee when reviewing and recommending
to the Board the Corporations compensation policies.
The Corporation has in place a policy that restricts NEOs and
directors from purchasing financial instruments, such as prepaid variable
forward contracts, equity swaps, collars, or units of exchange funds, which are
designed to hedge or offset a decrease in market value of equity securities
granted as compensation or held, directly or indirectly, by the NEO or director.
Performance Graph
The following graph compares the total cumulative shareholder
return for $100 invested in the Corporations Common Shares on December 31, 2010
with the total returns of each of the NYSE Composite Index, Russell 2,000 Index,
NASDAQ Composite Index, NYSE MKT Natural Resources Index, and a group of uranium
companies consisting of Ur-Energy, Peninsula Energy, Berkeley Energy, Toro
Energy, Uranium Energy Corp., Paladin Energy, UEX Corp., Denison Mines Corp.,
Uranium Resources Inc., and Energy Resources of Australia), for the five most
recently completed financial years (assuming reinvestment of dividends) and
reflects the Consolidation which occurred on November 5, 2013. The Corporations
Common Shares are listed for trading on the TSX under the symbol EFR and on
the NYSE MKT under the symbol UUUU.
19
|
December
31, 2010
|
December
31, 2011
|
December
31, 2012
|
December
31, 2013
|
December
31, 2014
|
December
31, 2015
|
Energy Fuels Inc.
(1)
|
$44.00
|
$13.50
|
$9.00
|
$5.70
|
$6.19
|
$2.95
|
Value of $100 Investment
|
$100.00
|
$30.68
|
$20.45
|
$12.95
|
$14.07
|
$6.70
|
NYSE Composite Index
|
$7,964.02
|
$7,477.03
|
$8,443.51
|
$10,400.33
|
$10,839.24
|
$10,143.42
|
Value of $100 Investment
|
$100.00
|
$93.89
|
$106.02
|
$130.59
|
$136.10
|
$127.37
|
Russell 2000
|
$783.65
|
$740.92
|
$849.35
|
$1,163.64
|
$1,204.70
|
$1,135.89
|
Value of $100 Investment
|
$100.00
|
$94.55
|
$108.38
|
$148.49
|
$153.73
|
$144.95
|
NASDAQ Composite
|
$2,806.89
|
$2,783.67
|
$3,269.46
|
$4,581.05
|
$5,256.55
|
$5,622.56
|
Value of $100 Investment
|
$100.00
|
$99.17
|
$116.48
|
$163.21
|
$187.27
|
$200.31
|
NYSE MKT Natural
Resources Index
|
$543.09
|
$481.33
|
$453.11
|
$441.25
|
$454.38
|
$313.09
|
Value of $100 Investment
|
$100.00
|
$88.63
|
$83.43
|
$81.25
|
$83.67
|
$57.65
|
Peer Group Value of $100
Investment
|
$100.00
|
$33.36
|
$31.49
|
$24.71
|
$21.28
|
$17.06
|
Notes:
(1) Reflects the Consolidation of
common shares of the Corporation.
The Corporations compensation to executive officers has
generally increased during the five most recently completed financial years. The
total cumulative shareholder return for an investment in the Corporations
Common Shares has decreased over the same period, commencing in 2011, due in
part to the Fukushima natural disaster which occurred in March 2011 and the
resulting decrease in uranium prices since that time. Executive compensation has
increased during that period, in part due to the competition among organizations
operating in the natural resources sector to attract and retain the best
possible executives.
20
Equity Incentive Awards
The 2013 Option Plan had been used for the grant of Corporation
Options prior to 2015. The Equity Incentive Plan was adopted in January 2015 and
provides for the award of stock options, stock appreciation rights, restricted
stock and RSUs, deferred share units, performance shares and performance units,
and stock-based units, at the discretion of the Board. In 2015, RSUs were
granted to Executive Officers and other senior management personnel, and stock
options were granted to other Corporation employees. Equity awards are granted
in consideration of the level of responsibility of the executive as well as his
or her impact or contribution to the longer-term operating performance of the
Corporation. All equity grants are approved by the Board, based on
recommendations from the Compensation Committee. Generally, in determining the
equity incentive awards to be granted to the NEOs, equity grants are set at
competitive levels relative to equity awards granted by the peer group as a
percent of base salary, and recognizing the level of experience and seniority of
the Corporations senior management team, in order to provide incentive to
improve the retention of executives. The Board may also take into account the
Compensation Committees recommendation to the Board and the Boards assessment
of the performance of the Corporation overall, the Corporations projects and
the NEOs individual contribution. Equity incentives granted to NEOs may be made
subject to specific vesting requirements which may include vesting over a
particular period
Summary Compensation Table
The following table shows the compensation paid to each of the
Corporations NEOs over the last three financial years. The compensation of the
NEOs is paid and reported in United States dollars.
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
Incentive Plan
|
|
|
|
|
|
|
|
|
Compensation
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-
|
Option-
|
|
Long-
|
|
|
|
|
|
|
Based
|
Based
|
Annual
|
Term
|
Pension
|
All Other
|
Total
|
Name and
|
|
Salary
|
Awards
|
Awards
|
Incentive
|
Incentive
|
Value
|
Compensation
|
Compensation
|
Principal Position
|
Year
(1)
|
(US$)
|
(US$)
(2)
|
(US$)
(3)
|
Plans
|
Plans
|
(US$)
|
(US$)
(4)
|
(US$)
|
Stephen P. Antony
|
2015
|
374,700
|
267,771
|
Nil
|
269,500
|
Nil
|
Nil
|
10,600
|
922,571
|
President & CEO
|
2014
|
360,000
|
Nil
|
212,616
|
75,000
|
Nil
|
Nil
|
10,400
|
658,016
|
|
2013
|
354,231
|
Nil
|
94,462
|
75,000
|
Nil
|
Nil
|
5,023
|
528,716
|
David C. Frydenlund
|
2015
|
239,167
|
144,793
|
Nil
|
101,500
|
Nil
|
Nil
|
Nil
|
485,460
|
Sr. VP, General
|
2014
|
230,000
|
Nil
|
106,308
|
25,000
|
Nil
|
Nil
|
Nil
|
361,308
|
Counsel and Corporate
|
2013
|
235,160
|
Nil
|
47,731
|
22,500
|
Nil
|
Nil
|
Nil
|
305,391
|
Secretary
|
|
|
|
|
|
|
|
|
|
W. Paul Goranson
(5)
|
2015
|
128,877
|
83,998
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
212,875
|
Executive VP, ISR
|
2014
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Operations
|
2013
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Harold R. Roberts
|
2015
|
241,417
|
117,651
|
Nil
|
26,000
|
Nil
|
Nil
|
9,653
|
394,721
|
Executive VP,
|
2014
|
235,000
|
Nil
|
106,308
|
7,500
|
Nil
|
Nil
|
6,567
|
355,375
|
Conventional
|
2013
|
240,272
|
Nil
|
59,664
|
32,500
|
Nil
|
Nil
|
5,750
|
338,186
|
Operations
|
|
|
|
|
|
|
|
|
|
Daniel G. Zang
(6)
|
2015
|
236,667
|
117,839
|
Nil
|
103,000
|
Nil
|
Nil
|
10,600
|
468,106
|
CFO
|
2014
|
196,250
|
Nil
|
106,308
|
20,500
|
Nil
|
Nil
|
8,670
|
331,728
|
|
2013
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Notes:
|
(1)
|
Each of the years 2013, 2014 and 2015 represent the
12-month financial years ended December 31
st
. In previous
circulars, the year 2013 represented the 15-month financial period ended
December 31, 2013, which period resulted from the change of year-end from
September 30 to December 31. As a result of the conversion from
International Financial Reporting Standards to US Generally Accepted
Accounting Principles commencing for the year ended December 31, 2015, all
financial results for 2013, 2014 and 2014 now represent 12 month
periods.
|
21
(2)
|
The share-based awards were comprised of RSUs, which were
granted during 2015. The fair value of each RSU award granted was
calculated as the higher of (a) the closing trading price on the NYSE MKT
on the last trading day prior to the date of grant of the RSU, or (b) the
volume weighted average trading price on the NYSE MKT ending on the last
trading day prior to the date of grant of the RSU.
|
(3)
|
The fair value of each option award (an Option) granted
at the time of the grant was calculated using the Black-Scholes
option-pricing model. For the assumptions made in calculating the fair
value of these options, see Note 18 Share-Based Payments to the
Corporations financial statements for the financial year ended December
31, 2015. Option fair values were calculated in Canadian dollars and
converted into US dollars using an average annual exchange rate of: (i)
Cdn$1 to US$0.7820 for the financial period ended December 31, 2015; (ii)
Cdn$1 to US$0.9054 for the financial period ended December 31, 2014; and
(iii) Cdn$1 to US$0.9782 for the financial period ended December 31,
2013.
|
(4)
|
These amounts represent retirement savings benefits
contributed by the Corporation under the Corporations 401k
plan.
|
(5)
|
Mr. Goranson was appointed as Executive Vice President,
ISR Operations effective June 18, 2015. From December 2, 2013 to June 18,
2015, Mr. Goranson was President of Uranerz , which became a wholly owned
subsidiary of the Corporation on June 18, 2015. Amounts shown do not
include amounts paid to Mr. Goranson by Uranerz prior to June 18,
2015.
|
(6)
|
Mr. Zang was appointed as CFO of the Corporation
effective February 15, 2014.
|
Incentive Plan Awards
The table below shows the number of Options and RSUs
outstanding for each NEO and their value as at December 31, 2015 based on the
last trade of the Corporations Common Shares on the NYSE MKT prior to the close
of business on December 31, 2015 of US$2.95.
Outstanding Share-Based Awards and Option-Based Awards
|
Option-Based
Awards
|
Share-Based
Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market or
|
Market or
|
|
|
|
|
|
|
Payout Value
|
Payout Value
|
|
|
|
|
|
Number of
|
of Share-
|
of Vested
|
|
Number of
|
|
|
Value of
|
Shares or Units
|
Based Awards
|
Share-Based
|
|
Securities
|
Option
|
|
Unexercised In-
|
of Shares that
|
that Have Not
|
Awards Not
|
|
Underlying
|
Exercise
|
|
the-Money
|
Have Not
|
Vested
|
Paid Out or
|
|
Unexercised
|
Price
|
Option
|
Options
|
Vested
|
(US$)
|
Distributed
|
Name
|
Options
(1)
|
(US$)
(1)(2)
|
Expiration Date
|
(US$)
|
(#)
(3)
|
|
(US$)
|
Stephen P.
|
6,000
|
18.42
|
4/13/2016
|
Nil
|
72,895
|
215,040
|
Nil
|
Antony
|
19,200
|
11.20
|
3/7/2017
|
Nil
|
|
|
|
|
20,000
|
8.31
|
8/27/2017
|
Nil
|
|
|
|
|
16,000
|
6.33
|
7/16/2018
|
Nil
|
|
|
|
|
40,000
|
6.54
|
1/23/2019
|
Nil
|
|
|
|
David C.
|
7,000
|
8.31
|
8/13/2017
|
Nil
|
|
|
Nil
|
Frydenlund
|
8,000
|
6.33
|
7/16/2018
|
Nil
|
|
|
|
|
20,000
|
6.54
|
1/13/2019
|
Nil
|
36,971
|
109,064
|
|
W. Paul
|
63,750
|
4.16
|
12/1/2023
|
Nil
|
|
|
Nil
|
Goranson
(4)
|
18,615
|
4.48
|
6/16/2025
|
Nil
|
21,649
|
63,865
|
|
22
|
Option-Based
Awards
|
Share-Based
Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market or
|
Market or
|
|
|
|
|
|
|
Payout Value
|
Payout Value
|
|
|
|
|
|
Number of
|
of Share-
|
of Vested
|
|
Number of
|
|
|
Value of
|
Shares or Units
|
Based Awards
|
Share-Based
|
|
Securities
|
Option
|
|
Unexercised In-
|
of Shares that
|
that Have Not
|
Awards Not
|
|
Underlying
|
Exercise
|
|
the-Money
|
Have Not
|
Vested
|
Paid Out or
|
|
Unexercised
|
Price
|
Option
|
Options
|
Vested
|
(US$)
|
Distributed
|
Name
|
Options
(1)
|
(US$)
(1)(2)
|
Expiration Date
|
(US$)
|
(#)
(3)
|
|
(US$)
|
Harold R.
|
12,000
|
8.31
|
8/13/2017
|
Nil
|
|
|
Nil
|
Roberts
|
10,000
|
8.33
|
7/16/2018
|
Nil
|
|
|
|
|
20,000
|
6.54
|
1/23/2019
|
Nil
|
28,436
|
83,886
|
|
Daniel G.
|
6,000
|
5.78
|
5/10/2018
|
Nil
|
|
|
Nil
|
Zang
(5)
|
6,000
|
6.33
|
7/16/2018
|
Nil
|
|
|
|
|
20,000
|
6.54
|
1/23/2019
|
Nil
|
28,495
|
84,060
|
|
Notes:
(1) The number
of Options and the exercise price of the Options have been adjusted to take into
account the Consolidation.
(2) The Options were granted and are
reported in Canadian dollars and were translated into US dollars at the December
31, 2015 foreign exchange rate of 1 Cdn$ > $0.7225 US dollar.
(3) The share-based awards were comprised of RSUs, which were
granted during 2015. One half of the RSUs vested on January 28, 2016, another
25% will vest on January 28, 2017 and the remaining 25% will vest on January 28,
2018. Upon vesting, each RSU entitles the holder thereof to one Common Share
without the payment of any additional consideration.
(4) Mr.
Goranson was appointed as Executive Vice President, ISR Operations effective
June 18, 2015. From December 2, 2013 to June 18, 2015, Mr. Goranson was
President of Uranerz, which became a wholly owned subsidiary of the Corporation
on June 18, 2015. All of the option-based awards were granted to Mr. Goranson by
Uranerz, prior to the Corporations acquisition of Uranerz.
(5)
Mr. Zang was appointed as Chief Financial Officer on February 15, 2014.
Incentive Plan Awards Value Vested
or Earned
Name
|
Option-Based Awards
Value Vested During the
Year
($)
|
Share-Based Awards
Value Vested During the
Year
($)
|
Non-Equity Incentive
Plan
Compensation Value
Earned During the Year
($)
|
Stephen P. Antony
|
44,652
|
Nil
|
269,500
|
David C. Frydenlund
|
22,326
|
Nil
|
101,500
|
W. Paul Goranson
(1)
|
Nil
|
Nil
|
Nil
|
Harold R. Roberts
|
22,326
|
Nil
|
26,000
|
Daniel G. Zang
(2)
|
22,326
|
Nil
|
103,000
|
Notes:
(1) Mr. Goranson
was appointed as Executive Vice President, ISR Operations effective June 18,
2015. From December 2, 2013 to June 18, 2015, Mr. Goranson was President of
Uranerz, which became a wholly owned subsidiary of the Corporation on June 18,
2015. Amounts shown do not include amounts paid to Mr. Goranson by Uranerz prior
to June 18, 2015.
(2) Mr. Zang was appointed as CFO of the
Corporation effective February 15, 2014.
23
Pension Plan Benefits and Deferred Compensation Plans
The Corporation does not provide defined pension plan benefits
or any other pension plans that provide for payments or benefits at, following
or in connection with retirement to its directors or officers.
The Corporation does not have any deferred compensation plans
relating to its NEOs.
The Corporation has a 401k plan for the benefit of all of its
employees. Under the 401k plan employees are entitled to contribute up to
statutorily permitted amounts, and the Corporation matches 100% of contributions
up to the first 3% of base salary, and 50% of contributions up to the next 2% of
base salary made by each employee into his or her 401k plan.
Employment Agreements and Termination and Change of Control
Benefits
The Corporation has employment agreements with each of the
NEOs. A summary of the material terms of each employment agreement is set out
below.
The events that trigger payment to an NEO on account of a
termination or a change of control are negotiated and documented in each
employment contract. These benefits attempt to balance the protection of the
employee upon the occurrence of such events with the preservation of the
executive base in the event such a change of control occurs. As noted below,
there are certain circumstances that trigger payment, vesting of stock options,
or RSUs, or the provision of other benefits to an NEO upon termination and
change of control.
Stephen P. Antony
Mr. Antonys employment agreement, effective as of October 1,
2015, has a term of three years, and is subject to earlier termination as
described below. Mr. Antonys base salary is $390,000 per annum, subject to
annual review and increase at the discretion of the Board. Mr. Antony is also
entitled to receive benefits such as health insurance, vacation and other
benefits consistent with the then applicable Corporation benefit plans. In
addition, Mr. Antony is eligible for the award of annual cash incentive
compensation, in accordance with the Corporations STIP (see
Compensation
Discussion and Analysis Performance Goals
, above), and to receive
compensation under the Corporations Equity Incentive Plan (see
Compensation
Discussion and Analysis Equity Incentive Awards
, above), although any
such bonuses or compensation are at the discretion of the Corporation.
Mr. Antony will be entitled to a succession bonus (the
Succession Bonus
) in the total amount of $1,350,000 in connection with
the appointment by the Board of a replacement President and Chief Executive
Officer. The Succession Bonus will be paid as to one-third upon employment by
the Corporation of a candidate suitable to the Board as Chief Operating Officer,
as to two-thirds (less any portion of the Succession Bonus paid prior thereto)
upon Board appointment of a candidate as President of the Corporation, and as to
100% (less any portions of the Succession Bonus paid prior thereto) upon Board
appointment of a candidate as President and Chief Executive Officer of the
Corporation. Any amounts paid as Succession Bonus will be deducted from any
severance amounts otherwise payable on a termination without just cause,
termination due to disability, upon the death of Mr. Antony, or termination or
resignation with good reason upon a change of control. Upon appointment of a
successor President and Chief Executive Officer, Mr. Antony will retire from the
Corporation. Upon such retirement, in addition to the payment of the Succession
Bonus described above, all of Mr. Antonys unvested stock options and RSUs will
automatically vest, and all vested stock options will remain exercisable for six
months after retirement.
The Corporation may terminate Mr. Antonys employment for just
cause, without just cause or in the event of a disability. In the event Mr.
Antonys employment is terminated by the Corporation without just cause or upon
a disability, or upon his death, he or his estate will be entitled to severance
pay (the
Antony Severance Amount
) in an amount equal to two and
one-half (2½) times his base salary at the time of termination plus the greater
of (a) two and one-half (2½) times the highest aggregate cash bonus paid to him
in any one of the previous three years; or (b) 15% times his base salary at the
time of termination. The Antony Severance Amount will be reduced by any amounts
paid as Succession Bonus. The estimated Antony Severance Amount payable to Mr.
Antony in the case of such a termination, assuming that the termination took
place on December 31, 2015, would be a cash payment in the amount of
US$1,648,500.
24
Further, if within 12 months following a change of control, the
Corporation or its successor terminates the employment of Mr. Antony, or Mr.
Antony resigns for good reason (defined as the occurrence of any of the
following: (i) a material reduction or diminution in his level of responsibility
or office; (ii) a reduction in his compensation level, taken as a whole, of more
than five percent; or (iii) a proposed forced relocation to another geographic
location greater than 50 miles from his current location) Mr. Antony will be
entitled to receive the same Antony Severance Amount as described above for a
termination without just cause under the normal course. The Antony Severance
amount will be reduced by any amounts paid as Succession Bonus. In addition to
the payment of the Antony Severance Amount described above, all of Mr. Antonys
unvested stock options and RSUs will automatically vest. The estimated Antony
Severance Amount payable to Mr. Antony in the case of termination upon a change
of control would be a cash payment in the amount of US$1,648,500, plus the value
attributable to the accelerated vesting of previously issued RSUs payable in
Common Shares of the Corporation of US$215,040, assuming that the triggering
event took place on December 31, 2015.
Mr. Antony is subject to non-competition and non-solicitation
provisions during the term of his employment agreement and for a period of
12-months after termination, under which Mr. Antony may not perform services for
or acquire a beneficial interest (other than a beneficial interest of less than
1% of the outstanding shares of a public company) in any business in North
America that competes with the Corporation without the prior written approval of
the Corporation, and may not solicit any business from any customer, client or
business relation of the Corporation, or hire or offer to hire or entice any
officer, employee consultant or business relation away from the Corporation.
David C. Frydenlund
Mr. Frydenlunds employment agreement, effective as of March 1,
2016, has a term of two years and will automatically renew for additional one
year terms unless either party provides a notice not to renew at least 90 days
prior to the end of the initial two-year term or any subsequent one-year term.
Mr. Frydenlunds base salary is $246,240 per annum, subject to review and
increase at the discretion of the Corporation. Mr. Frydenlund is also entitled
to receive benefits such as health insurance, vacation and other benefits
consistent with the then applicable Corporation benefit plans to the same extent
as other employees of the Corporation with similar position or level. In
addition, Mr. Frydenlund is eligible for the award of annual cash incentive
compensation, in accordance with the Corporations STIP (see
Compensation
Discussion and Analysis Performance Goals
, above), and to receive
compensation under the Corporations Equity Incentive Plan (see
Compensation
Discussion and Analysis Equity Incentive Awards
, above), although any
such bonuses or compensation are at the discretion of the Corporation.
The Corporation may terminate Mr. Frydenlunds employment for
just cause, without just cause or in the event of a disability. Mr. Frydenlund
may terminate his employment for good reason upon occurrence of any of the
following: (i) a material reduction or diminution in his level of responsibility
or office; (ii) a reduction in his compensation level, taken as a whole, of more
than five percent; or (iii) a proposed forced relocation to another geographic
location greater than 50 miles from his current location.
In the event Mr. Frydenlunds employment is terminated by the
Corporation without just cause or upon a disability, or Mr. Frydenlund elects to
resign for good reason, or upon his death, he or his estate will be entitled to
severance pay (the
Frydenlund Severance Amount
) in an amount equal to
one and one-half (1½) times his base salary at the time of termination plus the
greater of (a) one and one-half (1½) times the highest aggregate cash bonus paid
to him in any one of the previous three years; or (b) 15% times his base salary
at the time of termination. The estimated Frydenlund Severance Amount payable to
Mr. Frydenlund in the case of such a termination, assuming that the termination
took place on December 31, 2015, would be a cash payment in the amount of
US$512,250.
Further, in the event that upon a change of control, Mr.
Frydenlunds employment is terminated and/or the successor entity does not
assume and agree to perform all of the Corporations obligations under Mr.
Frydenlunds employment agreement with the Corporation, then Mr. Frydenlunds
employment will be deemed to have been terminated without just cause and Mr.
Frydenlund will be entitled to receive the same Frydenlund Severance Amount as
described above for a termination without just cause under the normal course. In
addition, if Mr. Frydenlunds employment is terminated without just cause or for
a disability, or Mr. Frydenlund elects to resign for good reason, within 12
months after a change in control, then, in addition to the payment of the
Frydenlund Severance Amount described above, all of Mr. Frydenlunds unvested
stock options and RSUs will automatically vest. The estimated Severance Amount
payable to Mr. Frydenlund in the case of termination upon a change of control
would be a cash payment in the amount of US$512,250, plus the value attributable
to the accelerated vesting of previously issued RSUs payable in Common Shares of
the Corporation of US$109,064, assuming that the triggering event took place on
December 31, 2015.
25
In addition to payment of the Frydenlund Severance Amount in
either of the circumstances set out above, in the event of any termination, the
Corporation will reimburse all direct costs of relocating Mr. Frydenlund and his
family to Canada, provided such relocation occurs within 14 months from the date
of termination. Such reimbursement will not apply to the extent the costs
contemplated are paid by another employer.
Mr. Frydenlund is subject to non-competition and
non-solicitation provisions during the term of his employment agreement and for
a period of 12-months after termination, under which Mr. Frydenlund may not
perform services for or acquire a beneficial interest (other than a beneficial
interest of less than 1% of the outstanding shares of a public company) in any
business in North America that competes with the Corporation without the prior
written approval of the Corporation, and may not solicit any business from any
customer, client or business relation of the Corporation, or hire or offer to
hire or entice any officer, employee consultant or business relation away from
the Corporation.
W. Paul Goranson
Mr. Goransons employment agreement, effective as of March 1,
2016, has a term of two years and will automatically renew for additional one
year terms unless either party provides a notice not to renew at least 90 days
prior to the end of the initial two-year term or any subsequent one-year term.
Mr. Goransons base salary is $246,240 per annum, subject to review and increase
at the discretion of the Corporation. Mr. Goranson is also entitled to receive
benefits such as health insurance, vacation and other benefits consistent with
the then applicable Corporation benefit plans to the same extent as other
employees of the Corporation with similar position or level. In addition, Mr.
Goranson is eligible for the award of annual cash incentive compensation, in
accordance with the Corporations STIP (see
Compensation Discussion and
Analysis Performance Goals
, above), and to receive compensation under the
Corporations Equity Incentive Plan (see
Compensation Discussion and
Analysis Equity Incentive Awards
, above), although any such bonuses or
compensation are at the discretion of the Corporation.
The Corporation may terminate Mr. Goransons employment for
just cause, without just cause or in the event of a disability. Mr. Goranson may
terminate his employment for good reason upon occurrence of any of the
following: (i) a material reduction or diminution in his level of responsibility
or office; (ii) a reduction in his compensation level, taken as a whole, of more
than five percent; or (iii) a proposed forced relocation to another geographic
location greater than 50 miles from his current location.
In the event Mr. Goransons employment is terminated by the
Corporation without just cause or upon a disability, or Mr. Goranson elects to
resign for good reason, or upon his death, he or his estate will be entitled to
severance pay (the
Goranson Severance Amount
) in an amount equal to one
and one-half (1½) times his base salary at the time of termination plus the
greater of (a) one and one-half (1½) times the highest aggregate cash bonus paid
to him in any one of the previous three years; or (b) 15% times his base salary
at the time of termination. The estimated Goranson Severance Amount payable to
Mr. Goranson in the case of such a termination, assuming that the termination
took place on December 31, 2015, would be a cash payment in the amount of
US$396,000.
Further, in the event that upon a change of control, Mr.
Goransons employment is terminated and/or the successor entity does not assume
and agree to perform all of the Corporations obligations under Mr. Goransons
employment agreement with the Corporation, then Mr. Goransons employment will
be deemed to have been terminated without just cause and Mr. Goranson will be
entitled to receive the same Goranson Severance Amount as described above for a
termination without just cause under the normal course. In addition, if Mr.
Goransons employment is terminated without just cause or for a disability, or
Mr. Goranson elects to resign for good reason, within 12 months after a change
in control, then, in addition to the payment of the Goranson Severance Amount
described above, all of Mr. Goransons unvested stock options and RSUs will
automatically vest. The estimated Goranson Severance Amount payable to Mr.
Goranson in the case of termination upon a change of control would be a cash
payment in the amount of US$396,000, plus the value attributable to the
accelerated vesting of previously issued RSUs payable in Common Shares of the
Corporation of US$63,865, assuming that the triggering event took place on
December 31, 2015.
26
Mr. Goranson is subject to non-competition and non-solicitation
provisions during the term of his employment agreement and for a period of
12-months after termination, under which Mr. Goranson may not perform services
for or acquire a beneficial interest (other than a beneficial interest of less
than 1% of the outstanding shares of a public company) in any business in North
America that competes with the Corporation without the prior written approval of
the Corporation, and may not solicit any business from any customer, client or
business relation of the Corporation, or hire or offer to hire or entice any
officer, employee consultant or business relation away from the Corporation.
Harold R. Roberts
Mr. Roberts employment agreement, effective as of March 1,
2016, has a term of two years and will automatically renew for additional one
year terms unless either party provides a notice not to renew at least 90 days
prior to the end of the initial two-year term or any subsequent one-year term.
Mr. Roberts base salary is $248,292 per annum, subject to review and increase
at the discretion of the Corporation. Mr. Roberts is also entitled to receive
benefits such as health insurance, vacation and other benefits consistent with
the then applicable Corporation benefit plans to the same extent as other
employees of the Corporation with similar position or level. In addition, Mr.
Roberts is eligible for the award of annual cash incentive compensation, in
accordance with the Corporations STIP (see
Compensation Discussion and
Analysis Performance Goals
, above), and to receive compensation under the
Corporations Equity Incentive Plan (see
Compensation Discussion and
Analysis Equity Incentive Awards
, above), although any such bonuses or
compensation are at the discretion of the Corporation.
The Corporation may terminate Mr. Roberts employment for just
cause, without just cause or in the event of a disability. Mr. Roberts may
terminate his employment for good reason upon occurrence of any of the
following: (i) a material reduction or diminution in his level of responsibility
or office; (ii) a reduction in his compensation level, taken as a whole, of more
than five percent; or (iii) a proposed forced relocation to another geographic
location greater than 50 miles from his current location.
In the event Mr. Roberts employment is terminated by the
Corporation without just cause or upon a disability, or Mr. Roberts elects to
resign for good reason, or upon his death, he or his estate will be entitled to
severance pay (the
Roberts Severance Amount
) in an amount equal to one
and one-half (1½) times his base salary at the time of termination plus the
greater of (a) one and one-half (1½) times the highest aggregate cash bonus paid
to him in any one of the previous three years; or (b) 15% times his base salary
at the time of termination. The estimated Roberts Severance Amount payable to
Mr. Roberts in the case of such a termination, assuming that the termination
took place on December 31, 2015, would be a cash payment in the amount of
US$417,450.
Further, in the event that upon a change of control, Mr.
Roberts employment is terminated and/or the successor entity does not assume
and agree to perform all of the Corporations obligations under Mr. Robertss
employment agreement with the Corporation, then Mr. Roberts employment will be
deemed to have been terminated without just cause and Mr. Roberts will be
entitled to receive the same Roberts Severance Amount as described above for a
termination without just cause under the normal course. In addition, if Mr.
Robertss employment is terminated without just cause or for a disability, or
Mr. Roberts elects to resign for good reason, within 12 months after a change in
control, then, in addition to the payment of the Robert Severance Amount
described above, all of Mr. Robertss unvested stock options and RSUs will
automatically vest. The estimated Roberts Severance Amount payable to Mr.
Roberts in the case of termination upon a change of control would be a cash
payment in the amount of US$417,450, plus the value attributable to the
accelerated vesting of previously issued RSUs payable in Common Shares of the
Corporation of US$83,886, assuming that the triggering event took place on
December 31, 2015.
27
Mr. Roberts is subject to non-competition and non-solicitation
provisions during the term of his employment agreement and for a period of
12-months after termination, under which Mr. Roberts may not perform services
for or acquire a beneficial interest (other than a beneficial interest of less
than 1% of the outstanding shares of a public company) in any business in North
America that competes with the Corporation without the prior written approval of
the Corporation, and may not solicit any business from any customer, client or
business relation of the Corporation, or hire or offer to hire or entice any
officer, employee consultant or business relation away from the Corporation.
Daniel G. Zang
Mr. Zangs employment agreement, effective as of March 1, 2016,
has a term of two years and will automatically renew for additional one year
terms unless either party provides a notice not to renew at least 90 days prior
to the end of the initial two-year term or any subsequent one-year term. Mr.
Zangs base salary is $246,240 per annum, subject to review and increase at the
discretion of the Corporation. Mr. Zang is also entitled to receive benefits
such as health insurance, vacation and other benefits consistent with the then
applicable Corporation benefit plans to the same extent as other employees of
the Corporation with similar position or level. In addition, Mr. Zang is
eligible for the award of annual cash incentive compensation, in accordance with
the Corporations STIP (see
Compensation Discussion and Analysis
Performance Goals
, above), and to receive compensation under the
Corporations Equity Incentive Plan (see
Compensation Discussion and
Analysis Equity Incentive Awards
, above), although any such bonuses or
compensation are at the discretion of the Corporation.
The Corporation may terminate Mr. Zangs employment for just
cause, without just cause or in the event of a disability. Mr. Zang may
terminate his employment for good reason upon occurrence of any of the
following: (i) a material reduction or diminution in his level of responsibility
or office; (ii) a reduction in his compensation level, taken as a whole, of more
than five percent; or (iii) a proposed forced relocation to another geographic
location greater than 50 miles from his current location.
In the event Mr. Zangs employment is terminated by the
Corporation without just cause or upon a disability, or Mr. Zang elects to
resign for good reason, or upon his death, he or his estate will be entitled to
severance pay (the
Zang Severance Amount
) in an amount equal to one and
one-half (1½) times his base salary at the time of termination plus the greater
of (a) one and one-half (1½) times the highest aggregate cash bonus paid to him
in any one of the previous three years; or (b) 15% times his base salary at the
time of termination. The estimated Zang Severance Amount payable to Mr. Zang in
the case of such a termination, assuming that the termination took place on
December 31, 2015, would be a cash payment in the amount of US$514,500.
Further, in the event that upon a change of control, Mr. Zangs
employment is terminated and/or the successor entity does not assume and agree
to perform all of the Corporations obligations under Mr. Zangs employment
agreement with the Corporation, then Mr. Zangs employment will be deemed to
have been terminated without just cause and Mr. Zang will be entitled to receive
the same Zang Severance Amount as described above for a termination without just
cause under the normal course. In addition, if Mr. Zangs employment is
terminated without just cause or for a disability, or Mr. Zang elects to resign
for good reason, within 12 months after a change in control, then, in addition
to the payment of the Severance Amount described above, all of Mr. Zangs
unvested stock options and RSUs will automatically vest. The estimated Zang
Severance Amount payable to Mr. Zang in the case of termination upon a change of
control would be a cash payment in the amount of US$514,500, plus the value
attributable to the accelerated vesting of previously issued RSUs payable in
Common Shares of the Corporation of US$84,060, assuming that the triggering
event took place on December 31, 2015.
Mr. Zang is subject to non-competition and non-solicitation
provisions during the term of his employment agreement and for a period of
12-months after termination, under which Mr. Zang may not perform services for
or acquire a beneficial interest (other than a beneficial interest of less than
1% of the outstanding shares of a public company) in any business in North
America that competes with the Corporation without the prior written approval of
the Corporation, and may not solicit any business from any customer, client or
business relation of the Corporation, or hire or offer to hire or entice any
officer, employee consultant or business relation away from the Corporation.
28
Compensation Committee Report
Based on the Compensation Committees review of the
Compensation Discussion and Analysis and discussions with the Board and the
Corporations management, the Compensation Committee recommended that the
Compensation Discussion and Analysis be included in this Circular.
Submitted by the members of the Compensation Committee of the
Board:
J. Birks Bovaird
Bruce Hansen
Ron F. Hochstein, Chair
Director Compensation
Director Compensation Table
The Corporations policy with respect to directors
compensation was developed by the Board, on recommendation of the Compensation
Committee. The following table sets forth the compensation awarded, paid to or
earned by the directors of the Corporation during the most recently completed
financial year. Directors of the Corporation who are also officers or employees
of the Corporation are not compensated for service on the Board; therefore no
fees are payable to Stephen P. Antony for his service as a director of the
Corporation.
Name
|
Fees
Earned
(US$)
(1)
|
Share-
Based
Awards
(US$)
(2)
|
Option-
Based
Awards
(US$)
|
Non-Equity
Incentive
Plan
Compensation
(US$)
|
Pension
Value
(US$)
|
All Other
Compensation
(US$)
|
Total
(US$)
|
J. Birks Bovaird
|
46,920
|
20,358
|
Nil
|
Nil
|
Nil
|
Nil
|
67,278
|
Ames Brown
(3)
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Paul A. Carroll
|
37,145
|
20,358
|
Nil
|
Nil
|
Nil
|
Nil
|
57,503
|
Glenn Catchpole
(4)
|
18,364
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
18,364
|
Lawrence A. Goldberg
(5)
|
21,505
|
20,358
|
Nil
|
Nil
|
Nil
|
Nil
|
41,863
|
Mark E. Goodman
(6)
|
8,798
|
20,358
|
Nil
|
Nil
|
Nil
|
Nil
|
29,156
|
Bruce D. Hansen
|
37,999
|
20,358
|
Nil
|
Nil
|
Nil
|
Nil
|
58,357
|
Dennis Higgs
(7)
|
17,595
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
17,595
|
Ron F. Hochstein
|
41,055
|
20,358
|
Nil
|
Nil
|
Nil
|
Nil
|
61,413
|
Tae Hwan Kim
(8)
|
17,595
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
17,595
|
Joo Soo Park
(9)
|
17,595
|
20,358
|
Nil
|
Nil
|
Nil
|
Nil
|
37,953
|
Richard Patricio
(10)
|
17,595
|
20,358
|
Nil
|
Nil
|
Nil
|
Nil
|
37,953
|
|
Notes:
|
|
(1)
|
Except for Mr. Hansen (a US director), directors
compensation was paid in Canadian dollars. The amounts relating to such
directors compensation have been converted into US dollars using an
average annual exchange rate of C$1 to US$0.7820 for the financial period
ended December 31, 2015.
|
|
(2)
|
The share-based awards were comprised of RSUs, which were
granted during 2015. One half of the RSUs vested on January 28, 2016,
another 25% will vest on January 28, 2017 and the remaining 25% will vest
on January 28, 2018. Upon vesting, each RSU entitles the holder thereof to
one Common Share without the payment of any additional consideration.
|
|
(3)
|
Mr. Brown was appointed as a director effective September
25, 2015.
|
|
(4)
|
Mr. Catchpole was appointed as a director on June 18,
2015.
|
|
(5)
|
Mr. Goldberg resigned as a director effective June 18,
2015.
|
29
|
(6)
|
Mr. Goodman did not stand for re-election, and ceased
being a director effective June 18, 2015, and his options and RSUs expired
pursuant to the terms of the Equity Incentive Plan
|
|
(7)
|
Mr. Higgs was appointed a director on June 18,
2015.
|
|
(8)
|
Mr. Kim resigned as a director effective January 6,
2015.
|
|
(9)
|
Mr. Park was appointed as a director by the Board
effective January 28, 2015 and resigned as a director effective January
20, 2016.
|
|
(10)
|
Mr. Patricio resigned as a director effective June 18,
2015.
|
30
Retainer and Meeting Fees
The Corporations director compensation program is designed to
enable the Corporation to attract and retain highly qualified individuals to
serve as directors. In fiscal 2015, directors compensation, which is paid only
to non-employee directors, consisted of:
|
annual retainer for board member of $35,190;
|
|
annual retainer for committee (other than Audit
Committee) Chairs of $39,100;
|
|
annual retainer for audit committee Chair of
$43,010;
|
|
annual retainer for Chair of the Board of
$46,920;
|
|
reimbursement of related travel and
out-of-pocket expenses; and
|
|
no additional fees for attendance at Board or
committee meetings.
|
The fiscal 2015 directors compensation was converted from
Canadian dollars to U.S. dollars using an average annual exchange rate of: (i)
Cdn$1 to US$0.7820 for the financial period ended December 31, 2015.
Based on advice from the Harlon Group, to bring the
compensation payable to the Corporations directors in line with the peer group
used for determining NEO compensation, and on recommendation of the Compensation
Committee, effective January 1, 2016, the Board increased the directors
compensation, which is paid only to non-employee directors, to:
|
annual retainer for board member of $45,000;
|
|
annual retainer for committee (other than Audit
Committee) Chairs of $50,000;
|
|
annual retainer for audit committee Chair of
$55,000;
|
|
annual retainer for Chair of the Board of
$60,000;
|
|
reimbursement of related travel and
out-of-pocket expenses; and
|
|
no additional fees for attendance at Board or
committee meetings.
|
Incentive Plan Awards
The table below shows the number of stock options and RSUs
outstanding for each director and their value as at December 31, 2015 based on
the last trade of the Corporations Common Shares on the NYSE MKT prior to the
close of business on December 31, 2015 of US$2.95.
Outstanding Share-Based Awards and Option-Based Awards as at
December 31, 2015
|
Option-Based
Awards
|
Share-Based
Awards
(1)
|
|
|
|
|
|
|
Market or
|
|
|
|
|
|
Number of
|
Payout Value
|
|
|
|
|
|
Shares or
|
of Share-
|
|
Number of
|
|
|
Value of
|
Units of
|
Based
|
|
Securities
|
Option
|
|
Unexercised
|
Shares that
|
Awards that
|
|
Underlying
|
Exercise
|
Option
|
In-the-Money
|
Have Not
|
Have Not
|
|
Unexercised
|
Price
|
Expiration
|
Options
|
Vested
|
Vested
|
Name
|
Options
(2)
|
(US$)
(2)(3)
|
Date
|
($)
|
($)
|
($)
|
J. Birks Bovaird
|
2,000
|
18.42
|
4/1/2016
|
Nil
|
|
|
(Chair)
|
7,200
|
11.20
|
3/7/2017
|
Nil
|
|
|
|
20,000
|
8.31
|
8/27/2017
|
Nil
|
4,350
|
12,833
|
|
10,000
|
6.32
|
7/16/2018
|
Nil
|
|
|
|
10,000
|
6.54
|
1/23/2019
|
Nil
|
|
|
Ames Brown
(4)
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
31
|
Option-Based
Awards
|
Share-Based
Awards
(1)
|
|
|
|
|
|
|
Market or
|
|
|
|
|
|
Number of
|
Payout Value
|
|
|
|
|
|
Shares or
|
of Share-
|
|
Number of
|
|
|
Value of
|
Units of
|
Based
|
|
Securities
|
Option
|
|
Unexercised
|
Shares that
|
Awards that
|
|
Underlying
|
Exercise
|
Option
|
In-the-Money
|
Have Not
|
Have Not
|
|
Unexercised
|
Price
|
Expiration
|
Options
|
Vested
|
Vested
|
Name
|
Options
(2)
|
(US$)
(2)(3)
|
Date
|
($)
|
($)
|
($)
|
Paul A. Carroll
|
4,000
|
18.42
|
4/13/2016
|
Nil
|
|
|
|
7,200
|
11.20
|
3/7/2017
|
Nil
|
|
|
|
20,000
|
8.31
|
8/27/2017
|
Nil
|
4,350
|
12,833
|
|
10,000
|
6.32
|
7/16/2018
|
Nil
|
|
|
|
10,000
|
6.54
|
1/23/2019
|
Nil
|
|
|
Glenn Catchpole
(5)
|
48,450
|
2.95
|
1/6/2016
|
Nil
|
Nil
|
Nil
|
|
31,875
|
10.36
|
1/7/2018
|
Nil
|
Nil
|
Nil
|
|
17,850
|
5.22
|
1/5/2020
|
Nil
|
Nil
|
Nil
|
|
34,425
|
7.42
|
12/12/2021
|
Nil
|
Nil
|
Nil
|
|
34,425
|
5.18
|
12/16/2022
|
Nil
|
Nil
|
Nil
|
|
54,825
|
4.79
|
7/11/2023
|
Nil
|
Nil
|
Nil
|
|
18,615
|
4.48
|
1/16/2025
|
Nil
|
Nil
|
Nil
|
Lawrence A.
|
7,200
|
11.20
|
12/31/2016
|
Nil
|
|
|
Goldberg
(6)
|
20,000
|
8.31
|
12/31/2016
|
Nil
|
|
|
|
10,000
|
6.32
|
12/31/2016
|
Nil
|
4,350
|
12,833
|
|
10,000
|
6.54
|
12/31/2016
|
Nil
|
|
|
Mark E. Goodman
(7)
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Bruce D. Hansen
|
2,000
|
18.42
|
4/13/2016
|
Nil
|
|
|
|
7,200
|
11.20
|
3/7/2017
|
Nil
|
|
|
|
20,000
|
8.31
|
8/27/2017
|
Nil
|
4,350
|
12,833
|
|
10,000
|
6.32
|
7/16/2018
|
Nil
|
|
|
|
10,000
|
6.54
|
1/23/2019
|
Nil
|
|
|
Dennis Higgs
(8)
|
7,500
|
2.95
|
1/6/2016
|
Nil
|
Nil
|
Nil
|
|
15,937
|
10.36
|
1/7/2018
|
Nil
|
Nil
|
Nil
|
|
5,100
|
2.55
|
1/5/2019
|
2,040
|
Nil
|
Nil
|
|
8,925
|
5.22
|
1/5/2020
|
Nil
|
Nil
|
Nil
|
|
17,212
|
7.42
|
12/12/2021
|
Nil
|
Nil
|
Nil
|
|
17,212
|
5.18
|
12/16/2022
|
Nil
|
Nil
|
Nil
|
|
27,412
|
4.79
|
7/11/2023
|
Nil
|
Nil
|
Nil
|
|
18,615
|
4.48
|
1/16/2025
|
Nil
|
Nil
|
Nil
|
Ron F. Hochstein
|
20,000
|
11.50
|
8/27/2017
|
Nil
|
|
|
|
10,000
|
8.75
|
7/16/2018
|
Nil
|
4,350
|
|
|
10,000
|
9.05
|
1/23/2019
|
Nil
|
|
12,833
|
Tae Hwan Kim
(9)
|
10,000
|
9.05
|
1/23/2019
|
Nil
|
Nil
|
Nil
|
Joo Soo Park
(10)
|
Nil
|
Nil
|
Nil
|
Nil
|
4,350
|
12,833
|
Richard J. Patricio
(11)
|
7,200
|
15.50
|
12/31/2016
|
Nil
|
|
|
|
3,400
|
43.00
|
12/31/2016
|
Nil
|
|
|
|
20,000
|
11.50
|
12/31/2016
|
Nil
|
4,350
|
12,833
|
|
10,000
|
8.75
|
12/31/2016
|
Nil
|
|
|
|
10,000
|
9.05
|
12/31/2016
|
Nil
|
|
|
Notes:
(1) The share-based awards were comprised of
RSUs, which were granted during 2015. One half of the RSUs vested on January
28, 2016, another 25% will vest on January 28, 2017 and the remaining 25% will
vest on January 28, 2018. Upon vesting, each RSU entitles the holder thereof to
one Common Share without the payment of any additional consideration.
32
(2) The number of options and the
exercise price of the options have been adjusted to take into account the
Consolidation.
(3) The Options were granted and are reported in
Canadian dollars and were translated into US dollars at the December 31, 2015
foreign exchange rate of 1 Cdn$ > $0.7225 US dollar..
(4) Mr.
Brown was appointed as a director by the Board effective September 25, 2015.
(5)
Mr. Catchpole was appointed as a director by the Board effective June 18, 2015.
(6) Mr. Goldberg resigned as a director effective June 18, 2015.
The board of directors updated his option expiration dates to 12/31/2016 and all
his RSUs were deemed vested and paid on January 28, 2016.
(7)
Mr. Goodman did not stand for re-election, and ceased being a director effective
June 18, 2015, and his options and RSUs expired pursuant to the terms of the
Equity Incentive Plan.
(8) Mr. Higgs was appointed as a director
by the Board effective June 18, 2015.
(9) Mr. Kim resigned as a director
effective January 6, 2015.
(10) Mr. Park was appointed as a
director effective January 28, 2015 and resigned as a director effective January
20, 2016.
(11) Mr. Patricio resigned as a director effective
June 18, 2015. The board of directors updated his option expiration dates to
12/31/2016 and all his RSUs were deemed vested and paid on January 28, 2016.
Incentive Plan Awards Value Vested or Earned During the
12-Month Period Ended December 31, 2015
Name
|
Option-Based Awards
Value Vested During the
Year
($)
|
Share-Based Awards
Value Vested During the
Year
($)
|
Non-Equity Incentive
Plan Compensation
Value Earned During
the Year
($)
|
J. Birks Bovaird
|
11,477
|
Nil
|
Nil
|
Ames Brown
|
Nil
|
Nil
|
Nil
|
Paul A. Carroll
|
11,477
|
Nil
|
Nil
|
Glenn J. Catchpole
|
Nil
|
Nil
|
Nil
|
Lawrence A. Goldberg
|
11,477
|
Nil
|
Nil
|
Mark E. Goodman
|
11,477
|
Nil
|
Nil
|
Bruce D. Hansen
|
11,477
|
Nil
|
Nil
|
Dennis L. Higgs
|
Nil
|
Nil
|
Nil
|
Ron F. Hochstein
|
11,477
|
Nil
|
Nil
|
Richard J. Patricio
|
11,477
|
Nil
|
Nil
|
Share Ownership Requirement
At its meeting held on January 23, 2014, the Board adopted a
share ownership requirement for Board members. It provides that all non-employee
directors must own a requisite number of Common Shares by the later of five
years from the commencement of their directorship or the date on which the
Corporations Common Share ownership requirement was adopted. Under this
requirement, non-employee directors are required to own Common Shares with a
value equal to twice the value of their annual director retainers. The
Corporations Common Shares are valued at the higher of the price they were
acquired or the year-end closing price of the Corporations shares on the TSX
for the previous year. Further, until such time as a non-employee director
reaches his or her share ownership requirement, the non-employee director is
required to hold 50% of all Common Shares received upon exercise of stock
options (net of any the Corporation Common Shares utilized to pay for the
exercise price of the option and tax withholding), and shall not otherwise sell
or transfer any Common Shares. This requirement does not apply to a nominee of a
shareholder of the Corporation pursuant to a contractual right of the
shareholder to nominate one or more directors to the Board. As a result, these
requirements do not apply to Mr. Bae, as the nominee of KEPCO, which has a
contractual right to designate a nominee for election as a director. Although
not required to demonstrate compliance with this policy until the later of five
years from the commencement of their directorships or January 23, 2014, a
majority of the directors of the Corporation are currently in compliance with
this policy.
33
Securities Authorized For Issuance under Equity Compensation
Plans
The following table provides information as of December 31,
2015, concerning options outstanding pursuant to the 2013 Option Plan and
outstanding RSUs pursuant to the Equity Incentive Plan, which have been approved
by shareholders:
Plan Category
|
Number of Common
Shares
to be issued upon
exercise
of outstanding
options, warrants
and rights
(1)
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(USD)
(1)
|
Number of Common
Shares
remaining available for
future
issuance
(1)
|
Energy Fuels Equity Incentive
Plan
|
2,365,559
(2)
|
$5.68
(3)
|
2,825,488
|
Uranerz Replacement Options
|
1,159,578
|
$5.74
|
Nil
|
Total
|
3,525,137
|
$5.71
|
2,825,488
|
Notes:
(1) The number of Fuels Common Shares,
and the exercise price thereof, have been adjusted to take into account the 50
for 1 share consolidation that occurred on November 5, 2013 (the
Consolidation
).
(2) Includes 1,287,829 stock options
and 1,077,730 RSUs. Each RSU vests as to 50% one year after the date of grant,
as to another 25% two years after the date of grant and as to the remaining 25%
three years after the date of grant. Upon vesting, each RSU entitles the holder
to receive one common share without any additional payment.
(3) 1,077,730 RSUs
have been excluded from the weighted average exercise price because they have no
exercise price.
2015 Omnibus Equity Incentive Compensation Plan
Summary of Equity Incentive Plan
The following is a summary of the principal terms of the Equity
Incentive Plan, which is qualified in its entirety by reference to the text of
the Equity Incentive Plan.
Employees, directors and consultants of the Corporation and its
affiliates are eligible to participate in the Equity Incentive Plan (the
Eligible Participants
and, following the grant of an award (an
Award
) pursuant to the Equity Incentive Plan, the
Participants
). The Board or a committee authorized by the Board (the
Committee
) will be responsible for administering the Equity Incentive
Plan.
The Equity Incentive Plan will permit the Committee to grant
Awards for non-qualified stock options (
NQSOs
), incentive stock options
(
ISOs
and together with NQSOs,
Options
), stock appreciation
rights (
SARs
) restricted stock (
Restricted Stock
), RSUs,
deferred share units (
DSUs
),
performance shares (
Performance
Shares
), performance units (
Performance Units
) and stock-based
awards (
SBAs
) to Eligible Participants.
Common Shares Issuable Pursuant to the Equity Incentive
Plan
The number of Common Shares reserved for issuance under the
Equity Incentive Plan shall not exceed 10% of the then issued and outstanding
Common Shares from time to time. Subject to applicable law, the requirements of
the TSX or the NYSE MKT and any shareholder or other approval which may be
required, the Board may in its discretion amend the Plan to increase such limit
without notice to any Participants.The number of Common Shares reserved for
issuance to insiders of the Corporation pursuant to the Equity Incentive Plan
together with all other share compensation arrangements shall not exceed 10% of
the outstanding Common Shares. Within any one-year period, the number of Common
Shares issued to insiders pursuant to the Equity Incentive Plan and all other
share compensation arrangements of the Corporation will not exceed an aggregate
of 10% of the outstanding Common Shares.
34
Ongoing Shareholder Approval of the Equity Incentive
Plan
Pursuant to the rules of the TSX, since the Equity Incentive
Plan provides for a maximum number of Common Shares issuable thereunder based on
a percentage of the outstanding Common Shares from time to time, the Equity
Incentive Plan must be renewed by approval of the shareholders of the
Corporation every three years.
Types of Awards
Options
The Committee may grant Options to any Eligible Participant at
any time, in such number and on such terms as will be determined by the
Committee in its discretion. ISOs may be granted only to employees of the
Corporation or a parent subsidiary corporation of the Corporation within the
meaning of Section 424 of the U.S. Internal Revenue Code of 1986. The exercise
price for any Option granted pursuant to the Equity Incentive Plan will be
determined by the Committee and specified in the Award Agreement, provided
however, that the price will not be less than the fair market value (the
FMV
) of the Common Shares on the day of grant (which cannot be less
than the greater of (a) the volume weighted average trading price of the Common
Shares on the TSX or the NYSE MKT for the five trading days immediately prior to
the grant date; or (b) the closing price of the Corporations Common Shares on
the TSX or the NYSE MKT on the trading day immediately prior to the grant date),
provided further, that the exercise price for an ISO granted to a holder of 10%
or more of the Corporations Common Shares (a
Significant
Stockholder
)
shall not be less than 110% of the FMV.
Options will vest and become exercisable at such times and on
the occurrence of such events, and be subject to such restrictions and
conditions, as the Committee in each instance approves.
Options will expire at such time as the Committee determines at
the time of grant; provided, however that no Option will be exercisable later
than the tenth anniversary date of its grant and, provided further, that no ISO
granted to a Significant Stockholder shall be exercisable after the expiration
of five years from the date of grant, except where the expiry date of any NQSO
would occur in a blackout period or within five days after the end of a blackout
period, in which case the expiry date will be automatically extended to the
tenth business day following the last day of a blackout period.
Stock Appreciation Rights
A stock appreciation right or an SAR entitles the holder to
receive the difference between the FMV of a Common Share on the date of exercise
and the grant price. The Committee may grant SARs to any Eligible Participant at
any time and on such terms as will be determined by the Committee and may grant
SARs in tandem with Options or as standalone SARs. The grant price of an SAR
will be determined by the Committee and specified in the Award Agreement. The
price will not be less than the FMV of the Corporations Common Shares on the
day of grant. The grant price of an SAR granted in tandem with an Option will be
equal to the price of the related Option. SARs will vest and become exercisable
upon whatever terms and conditions the Committee, in its discretion, imposes.
Additionally, tandem SARs will only be exercisable upon the surrender of the
right to receive Common Shares under the related Options. SARs will expire at
such time as the Committee determines and, except as determined otherwise by the
Committee and specified in the Award Agreement, no SAR will be exercisable later
than the tenth anniversary date of its grant.
Upon the exercise of an SAR, a Participant shall be entitled to
receive payment from the Corporation in an amount representing the difference
between the FMV of the underlying Common Shares on the date of exercise over the
grant price. At the discretion of the Committee, the payment may be in cash,
Common Shares or some combination thereof.
35
Restricted Stock and RSUs
.
Restricted Stock are awards of common shares that are subject
to forfeiture based on the passage of time, the achievement of performance
criteria, and/or upon the occurrence of other events, over a period of time, as
determined by the Committee. RSUs are similar to Restricted Stock, but provide a
right to receive Common Shares or cash or a combination of the two upon
settlement. The Committee may grant Restricted Stock and/or RSUs to any Eligible
Participant at any time and on such terms as the Committee determines. The
specific terms, including the number of Restricted Stock or RSUs awarded, the
restriction period, the settlement date and any other restrictions or conditions
that the Committee determines to impose on any Restricted Stock or RSU shall be
set out in an Award Agreement.
To the extent required by law, holders of Restricted Stock
shall have voting rights during the restricted period; however, holders of RSUs
shall have no voting rights until and unless Common Shares are issued on the
settlement of such RSUs.
Unless otherwise determined by the Committee or as set out in
any Award Agreement, no RSU will vest later than three years after the date of
grant.
Deferred Share Units.
DSUs are awards denominated in units that provide the holder
with a right to receive Common Shares or cash or a combination of the two upon
settlement. The Committee may grant DSUs to any Eligible Participant at any
time, in such number and on such terms as will be determined by the Committee in
its discretion and as will be set out in the applicable Award Agreement.
Performance Shares and Performance Share Units.
Performance Shares are awards, denominated in Common Shares,
the value of which at the time it is payable is determined as a function of the
extent to which corresponding performance criteria have been achieved.
Performance Units are equivalent to Performance Shares but are denominated in
units. The Committee may grant Performance Shares and/or Performance Units to
any Eligible Participant at any time, in such number and on such terms as may be
determined by the Committee in its discretion. Each Performance Share and
Performance Unit will have an initial value equal to the FMV of a Common Share
on the date of grant. The Committee will set performance criteria for a
Performance Share or Performance Unit in its discretion and the period of time
during which the performance criteria must be met. The extent to which the
performance criteria are met will determine the ultimate value and/or number of
Performance Shares or Performance Units that will be paid to the
Participant.
The Committee may pay earned Performance Shares or Performance
Units in the form of cash or Common Shares equal to the value of the Performance
Share or Performance Unit at the end of the performance period. The Committee
may determine that holders of Performance Shares or Performance Units be
credited with consideration equivalent to dividends declared by the Board and
paid on outstanding Common Shares.
Stock-Based Awards.
The Committee may, to the extent permitted by the TSX and the
NYSE MKT, as applicable, grant other types of equity-based or equity-related
Awards not otherwise described by the terms of the Equity Incentive Plan in such
amounts and subject to such terms and conditions as the Committee determines.
Such SBAs may involve the transfer of actual Common Shares to Participants, or
payment in cash or otherwise of amounts based on the value of Common Shares.
Assignability
Other than Restricted Stock and RSUs, Awards will be
non-transferable and non-assignable except as provided in an Award Agreement, by
will or by the law of descent and distribution. Such Awards will be exercisable
during the Participants lifetime only by the Participant. Restricted Stock and
RSUs will be non-transferable and non-assignable until the end of the applicable
period of restriction specified in the Award Agreement (and in the case of RSUs
until the date of settlement through delivery or other payment), or upon earlier
satisfaction of any other conditions, as specified by the Committee.
36
Cessation of Awards
Death.
If a Participant dies while an employee, officer or director
of, or consultant to, the Corporation or an Affiliate: (i) any Options held by
the Participant that are exercisable at the date of death continue to be
exercisable by the executor or administrator of the Participants estate until
the earlier of twelve months after the date of death and the date on which the
exercise period of the particular Option expires and any Options that are not
exercisable at the date of death shall immediately expire; (ii) any RSUs held
that have vested as at the date of death will be paid to the Participant's
estate, and any RSUs that have not vested as at the date of death will be
immediately cancelled; and (iii) the treatment for all other types of Awards
shall be as set out in the applicable Award Agreement.
Termination other than Death.
Upon termination of the Participants employment or term of
office or engagement with the Corporation for any reason other than death: (i)
any of the Options held by the Participant that are exercisable on the
termination date continue to be exercisable until the earlier of three months
(six months in the case of a voluntary retirement) after the termination date
and the date on which the exercise period of the Option expires, and any Options
that have not vested at the termination date shall immediately expire; (ii) any
RSUs held by a Participant that have vested at the termination date will be paid
to the Participant and any RSUs that have not vested at the termination date
will be immediately cancelled; and (iii) the treatment for all other types of
Awards shall be as set out in the applicable Award Agreement.
Corporate Reorganization and Change of Control
Corporate Reorganization.
In the event of any merger, arrangement, amalgamation,
consolidation, reorganization, recapitalization, separation, stock dividend,
extraordinary dividend, stock split, reverse stock split, split up, spin-off or
other distribution of stock or property of the Corporation, combination of
securities, exchange of securities, dividend in kind, or other like change in
capital structure or distribution to stockholders of the Corporation, or any
similar corporate event or transaction (a
Corporate Reorganization
),
the Committee will make or provide for such adjustments or substitutions as are
equitably necessary in: (i) the number and kind of securities that may be issued
under the Equity Incentive Plan, (ii) the number and kind of securities subject
to outstanding Awards, (iii) the price applicable to outstanding Awards, (iv)
the award limits, (v) the limit on issuing Awards except as provided for in the
Equity Incentive Plan, and (vi) any other value determinations applicable to
outstanding Awards or to the Equity Incentive Plan.
In connection with a Corporate Reorganization, the Committee
will have the discretion to permit a holder of Options to purchase, and the
holder shall be required to accept, on the exercise of such Option, in lieu of
Common Shares, securities or other property that the holder would have been
entitled to receive as a result of the Corporate Reorganization if that holder
had owned all Common Shares that were subject to the Option.
Change of Control.
In the event of a Change of Control (as defined in the Equity
Incentive Plan), subject to applicable laws and rules and regulations of a
national exchange or market on which the Common Shares are listed or as
otherwise provided in any Award Agreement, (a) all Options and SARs shall be
accelerated to become immediately exercisable; (b) all restrictions imposed on
Restricted Stock and RSUs shall lapse and RSUs shall be immediately settled and
payable; (c) target payout opportunities attainable under all outstanding Awards
of performance-based Restricted Stock, performance-based RSUs, Performance Units
and Performance Shares shall be deemed to have been fully earned;
37
(d) unless otherwise specifically provided in a written
agreement entered into between the Participant and the Corporation or an
Affiliate, the Committee shall immediately cause all other Stock-Based Awards to
vest and be paid out as determined by the Committee, and (e) the Committee will
have discretion to cancel all outstanding Awards, and the value of such Awards
will be paid in cash based on the change of control price.
Notwithstanding the above, no acceleration of vesting,
cancellation, lapsing of restrictions, payment of an Award, cash settlement or
other payment will occur with respect to an Award if the Committee determines,
in good faith, that the Award will be honoured, assumed or substituted by a
successor corporation, provided that such honoured, assumed or substituted Award
must: (a) be based on stock which is traded on the TSX and/or the NYSE MKT or
another established securities market in the United States; (b) provide such
Participant with rights and entitlements substantially equivalent to or better
than the rights, terms and conditions applicable under such Award; (c)
recognize, for the purpose of vesting provisions, the time that the Award has
been held prior to the Change of Control; (d) have substantially equivalent
economic value to such Award; and (e) have terms and conditions which provide
that in the event a Participants employment with the Corporation, and Affiliate
or a successor Corporation is involuntarily terminated or constructively
terminated at any time within twelve months of the Change of Control, any
conditions on a Participants rights under, or any restrictions on transfer or
exercisability applicable to such alternative Award shall be waived or shall
lapse, as the case may be.
Amending the Equity Incentive Plan
Except as set out below, and as otherwise provided by law or
stock exchange rules, the Equity Incentive Plan may be amended, altered
modified, suspended or terminated by the Committee at any time, without notice
or approval from shareholders, including but not limited to for the purposes of:
(a)
|
making any acceleration of or other amendments to the
general vesting provisions of any Award;
|
|
|
(b)
|
waiving any termination of, extending the expiry date of,
or making any other amendments to the general term of any Award or
exercise period thereunder provided that no Award held by an insider may
be extended beyond its original expiry date;
|
|
|
(c)
|
making any amendments to add covenants or obligations of
the Corporation for the protection of Participants;
|
|
|
(d)
|
making any amendments not inconsistent with the Plan as
may be necessary or desirable with respect to matters or questions which,
in the good faith opinion of the Board, it may be expedient to make,
including amendments that are desirable as a result of changes in law or
as a housekeeping matter; or
|
|
|
(e)
|
making such changes or corrections which are required for
the purpose of curing or correcting any ambiguity or defect or
inconsistent provision or clerical omission or mistake or manifest
error.
|
Amendments requiring the prior approval of the Corporations
shareholders are: (i) a reduction in the price of a previously granted Option or
SAR benefitting an insider; (ii) an increase in the total number of Common
Shares available under the Equity Incentive Plan or the total number of Common
Shares available for ISOs; (iii) an increase to the limit on the number of
Common Shares issued or issuable to insiders; (iv) an extension of the expiry
date of an Option or SAR other than in relation to a blackout period; and (v)
any amendment to the amendment provisions of the Equity Incentive Plan.
2013 Option Plan
The 2013 Option Plan, which replaced a prior option plan, was
approved by the Board on January 25, 2013 and ratified by shareholders on March
6, 2013.
Common Shares Issuable Under 2013 Option Plan.
The 2013 Option Plan provides that the maximum number of Common
Shares issuable thereunder shall not exceed the number which represents 10% of
the issued and outstanding Common Shares. The 2013 Option Plan limits the number
of Common Shares that may be issued at any time to insiders of the Corporation,
together with all security-based compensation arrangements of the Corporation,
to an amount that may not exceed 10% of the issued and outstanding Common Shares
as of the date of the grant, and the number of Common Shares which may be issued
to such insiders within any one year period to an amount that may not exceed 10%
of the issued and outstanding Common Shares.
38
Administration.
The 2013 Option Plan is administered by the Board, or a
committee of the Board. The Board or a committee of the Board is authorized to
determine the participants to whom grants of options to purchase Common Shares
may be made and, consistent with the provisions of the 2013 Option Plan, the
terms and conditions of such grants.
Specific Terms of Stock Options.
The key features of the options available for grant under the
2013 Option Plan are as follows:
|
options may be granted to employees, directors, officers
and consultants of the Corporation and its affiliates, as well as any
other person engaged to provide services to the Corporation or an
affiliate other than services provided in relation to a distribution of
securities of the Corporation or an affiliate;
|
|
all options outstanding under the plan have a maximum
term of 10 years from the date of grant, provided that if an option would
expire during or immediately after a black out period during which the
Corporation has imposed trading restrictions on its insiders then the
expiry of such options shall be extended for 10 business days following
the expiry of the blackout period;
|
|
the vesting schedule for any option shall be determined
by the Board or the committee acting in its sole discretion, and shall be
stated in the option agreement to be entered into between each optionee
and the Corporation; and
|
|
the exercise price of all options issued under the plan
shall be determined by the committee or the Board, but in any event may
not be less than the volume weighted average trading price of the
Corporations Common Shares on the TSX for the five trading days
immediately preceding the date of grant.
|
Amendments.
The Board has the discretion to terminate, suspend, or make
amendments to the 2013 Option Plan, or amend awards granted under it, without
notice or shareholder approval, for the following purposes:
|
amendments to the general vesting provisions of each
option or to the general term of each option, provided that no option held
by an insider may be extended beyond its original expiry date and no
option may be exercised after the tenth anniversary of the date of grant;
|
|
amendments to the provisions of the plan relating to the
treatment of options upon a termination of employment;
|
|
amendments to add covenants of the Corporation for the
protection of participants;
|
|
amendments not inconsistent with the plan as may be
necessary or desirable with respect to matters or questions which, in the
good faith opinion of the Board, it may be expedient to make, including
amendments that are desirable as a result of changes in law or as a
housekeeping matter; or
|
|
making such changes or corrections which are required for
the purpose of curing or correcting any ambiguity or defect or
inconsistent provision or clerical omission or mistake or manifest error.
|
The 2013 Option Plan provides that the approval of the TSX and
shareholders of the Corporation will be required for the following amendments:
|
amendments which would increase the number of
Common Shares issuable under the plan, or which would increase the number
of Common Shares issuable to insiders;
|
|
amendments which would extend the period of
time during which any option held by insiders granted under the plan may
be exercised;
|
39
|
amendments which would reduce the exercise
price of any options held by insiders;
|
|
amendments which would add any form of
financial assistance to an eligible participant; and
|
|
amendments which would entitle the Board to
amend any of the foregoing provisions without shareholder approval.
|
Adjustments.
In the event of certain events affecting the capitalization of
the Corporation, including a stock dividend, or certain other corporate
transactions, the Board may adjust the number of shares that may be acquired on
the exercise of any outstanding options, and the exercise price of any
outstanding options.
Assignability.
Options may not be assigned or transferred, with the exception
of an assignment made to an executor or administrator of a deceased
participants estate.
Cessation.
Unless the Board or a committee of the Board decides otherwise,
the right to exercise options granted under the 2013 Option Plan terminates on
the earlier of the expiry date and (i) the date that is 12 months after the
optionees death; and (ii) 90 days after the optionees resignation or
termination for any reason other than death. Any options held by the optionee
that are not yet vested as at such date immediately expire and are cancelled and
forfeited to the Corporation on that date. The Board or the Committee may,
however, in its discretion, at any time prior to or following the foregoing
events, permit the exercise of any or all options held by an optionee or permit
the acceleration of vesting of any or all options.
Change in Control.
In the event of a change in control, as defined in the 2013
Option Plan, unless otherwise determined by the committee of the Board or the
Board, any options outstanding immediately prior to the occurrence of a change
in control event shall immediately vest and become fully exercisable. The
committee and the Board also have the discretion to modify the terms of the
options in the event of a change in control to cash settle any outstanding
options or to convert or exchange any outstanding options into or for other
rights or securities.
Strathmore Replacement Options
The Corporation issued 292,971 stock options of the Corporation
(adjusted for the Consolidation) to the holders of options granted pursuant to
the Strathmore Option Plan in connection with the acquisition of Strathmore on
August 31, 2013. As of the date hereof, there are 882 stock options outstanding
under the Strathmore Option Plan. These options are exercisable for Common
Shares of the Corporation. No further stock options will be granted pursuant to
the Strathmore Option Plan. All options under this plan have expired or been
forfeited.
Uranerz Options
On June 18, 2015, in connection with the acquisition of
Uranerz, the Corporation issued 2,048,000 stock options of the Corporation, by
assuming the then-existing options granted pursuant to the Uranerz 2005 Stock
Option Plan, as amended on June 10, 2009 (the
2005 Stock Option Plan
).
As of the date hereof, there are 1,159,578 stock options outstanding under the
2005 Stock Option Plan. These options are now exercisable for Common Shares of
the Corporation, adjusted to take into account the share exchange ratio
applicable to that acquisition. No further stock options will be granted
pursuant to the 2005 Stock Option Plan. The options have varying expiry dates
with the last options expiring in June 2025.
40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following tables set forth information as of March 24, 2016
regarding the ownership of our Common Shares by each NEO, each director and all
of our directors and NEOs as a group. The Corporation is not aware of any person
who owns more than 5% of our Common Shares.
The number of common shares beneficially owned and the
percentage of common shares beneficially owned are based on a total of
51,889,545 common shares issued and outstanding as of March 24, 2016.
Beneficial ownership is determined in accordance with the rules
and regulations of the SEC. Common shares subject to options that are
exercisable within 60 days following March 24, 2016 are deemed to be outstanding
and beneficially owned by the optionee or holder for the purpose of computing
share and percentage ownership of that optionee or holder but are not deemed to
be outstanding for the purpose of computing the percentage ownership of any
other person. Except as indicated in the footnotes to this table, and as
affected by applicable community property laws, all persons listed have sole or
shared voting and investment power for all Common Shares shown as beneficially
owned by them.
As of March 24, 2016, there were 51,889,545 common shares of
Energy Fuels issued and outstanding as fully paid and non-assessable, and
carrying a right to one vote per share. The following table sets forth certain
information regarding the ownership of Energy Fuels common shares as of March
24, 2016 by: (i) each of Energy Fuels directors; (ii) each of Energy Fuels
NEOs; and (iii) all of Energy Fuels NEOs and directors as a group. The
Corporation is not aware of any beneficial owners of more than five percent (5%)
of Energy Fuels common shares.
Beneficial ownership
Beneficial Owner (Executive Officers and
Directors)
(1)
|
Shares of Common Stock Currently Owned
|
Shares of Common Stock Acquirable Within 60
days
(2)
|
Total
|
Percent of Class
(3)
|
Stephen P. Antony
|
68,246
|
106,200
|
174,446
|
0.34
|
Hyung Mun Bae
|
NIL
|
NIL
|
NIL
|
0.00
|
J. Birks Bovaird
|
12,018
|
50,762
|
62,780
|
0.12
|
Ames Brown
|
1,739,520
|
NIL
|
1,739,520
|
3.35
|
Paul A. Carroll
|
1,801
|
51,200
|
53,001
|
0.10
|
Glenn J. Catchpole
|
467,259
|
240,465
|
707,724
|
1.36
|
David C. Frydenlund
|
21,412
|
35,000
|
56,412
|
0.11
|
W. Paul Goranson
|
11,278
|
82,365
|
93,643
|
0.18
|
Bruce D. Hansen
|
4,775
|
49,200
|
53,975
|
0.10
|
Dennis L. Higgs
|
573,787
|
110,413
|
684,200
|
1.32
|
Ron F. Hochstein
|
25,061
|
40,000
|
65,061
|
0.13
|
Harold R. Roberts
|
15,545
|
42,000
|
57,545
|
0.11
|
Daniel G. Zang
|
9,641
|
32,000
|
41,641
|
0.08
|
|
|
|
|
|
Current Directors and Executive Officers as a Group (13)
|
2,950,343
|
839,605
|
3,789,948
|
7.30
|
Notes:
(1) Except as otherwise
indicated, the address for each beneficial owner is 225 Union Blvd., Suite 600,
Lakewood, Colorado 80228.
41
(2) With respect to Energy Fuels named executive
officers and Energy Fuels directors, this amount includes common shares, which
could be acquired upon exercise of stock options which are either currently
vested and exercisable or will vest and become exercisable within 60 days after
March 24, 2016. No RSUs vest within 60 days after March 24, 2016.
(3) Based on 51,889,545 Common Shares outstanding on March 24,
2016.
INTEREST OF MANAGEMENT & OTHERS IN MATERIAL TRANSACTIONS
Except as described in this Circular, no (i) officer, director
promoter or affiliate of the Corporation, (ii) proposed director of the
Corporation, or (iii) associate or affiliate of any of the foregoing persons,
has had any material interest, direct or indirect, in any transaction during the
two fiscal years ended December 31, 2015 and 2014 or in any proposed transaction
which has materially affected or would materially affect the Corporation or its
subsidiaries.
On December 23 and 25, 2015, Mr. Ames Brown, a director of the
Corporation, acquired control or direction over a total of 1,000,000 common shares of the
Corporation at market prices prevailing at the time of the transactions. The
total price paid for the shares was approximately $2,311,335. Mr. Brown
has advised the Corporation that he acquired the shares for investment
purposes.
AUDIT COMMITTEE DISCLOSURE
The Corporation has a separately designated standing audit
committee (the
Audit Committee
) which complies with the Rule 10A-3 of
the United States Securities Exchange Act of 1934, as amended (the
Exchange
Act
) and the requirements of the Company Guide. The Audit Committee was
established in accordance with section 3(a)(58)(A) of the Exchange Act. The
directors of the Corporation have determined that each member of the Audit
Committee is considered to be independent and financially literate within
the meaning of National Instrument 52-110
Audit Committees
(the
NI
52-110
). The Board has further determined that each member of the Audit
Committee qualifies as a financial expert (as defined in Item 407(d)(5) of
Regulation S-K under the Exchange Act), is financially sophisticated, as
determined in accordance with Section 803B(2)(iii) of the Company Guide, and is
independent (as determined under Exchange Act Rule 10A-3 and section 803A and
803B of the Company Guide). The current members of the Corporations Audit
Committee are: Paul A. Carroll, Ron F. Hochstein and Bruce D. Hansen. Bruce D.
Hansen is the Chair of the Audit Committee.
The Board has adopted a Charter for the Audit Committee which
sets out the Committees mandate, organization, powers and responsibilities. A
copy of the Audit Committee charter can be found on our website at
www.energyfuels.com
. Our Audit Committee Charter complies with Rule 10A-3
and the requirements of the NYSE MKT. During the fiscal year ended December 31,
2015, the Audit Committee met seven times.
The Audit Committee is a committee established and appointed by
and among the Board to assist the Board in fulfilling its oversight
responsibilities with respect to the Corporation. In so doing, the Audit
Committee provides an avenue of communication among the external auditor,
management, and the Board. The Committees purpose is to ensure the integrity of
financial reporting and the audit process, and that sound risk management and
internal control systems are developed and maintained. In pursuing these
objectives, the Audit Committee oversees relations with the external auditor,
reviews the effectiveness of the internal audit function, and oversees the
accounting and financial reporting processes of the Corporation and audits of
financial statements of the Corporation.
Audit Committee Report
In the course of providing its oversight responsibilities
regarding the Corporations financial statements for the year ended December 31,
2015, the Audit Committee reviewed and discussed the audited financial
statements which appear in our Annual Report on Form 10-K, with management and
our independent auditors. The Audit Committee reviewed accounting principles,
practices and judgments as well as the adequacy and clarity of the notes to the
financial statements.
42
Since the commencement of our most recently completed fiscal
year, our Board has not failed to adopt a recommendation of the Audit Committee
to nominate or compensate an external auditor.
The Audit Committee reviewed the independence and performance
of the independent auditors who are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States, and such other matters as required to
be communicated by the independent auditors in accordance with Statement on
Auditing Standards 61, as superseded by Statement of Auditing Standard 114 the
Auditors Communication with Those Charged with Governance.
The Audit Committee meets regularly with the independent
auditors to discuss their audit plans, scope and timing on a regular basis,
without management present in executive sessions. The Audit Committee met seven
times during the fiscal year ended December 31, 2015. The Audit Committee has
received the written disclosures and the letter from the independent auditors
required by applicable standards of the Public Company Accounting Oversight
Board for independent auditor communications with Audit Committees concerning
independence as may be modified or supplemented, concerning its independence as
required under applicable standards for auditors of public companies.
In reliance on the reviews and discussions referred to above,
the Audit Committee recommended to the Board, and the Board has approved, that
the audited financial statements be included in the Annual Report to
Shareholders on Form 10-K for the year ended December 31, 2015. The Audit
Committee and the Board have also recommended the selection of KPMG LLP as
independent auditors for the Corporation for the fiscal year ending December 31,
2016.
Submitted by the Audit Committee Members:
Paul A. Carroll
Bruce D. Hansen, Chair
Ron F. Hochstein
CORPORATE GOVERNANCE DISCLOSURE
The Board is currently comprised of nine directors.
The Board is responsible for determining whether or not each
director is independent. This assessment is made in accordance with standards
set forth in the Company Guide and the Corporations corporate governance
policies. Under NI 52-110, a director is considered to be unrelated and
independent by the Board if the Board determines that the director has no direct
or indirect material relationship with the Corporation. A material relationship
is a relationship that could, in the view of the Board, be reasonably expected
to interfere with the exercise of the directors judgment independent of
management. With the assistance of the Governance and Nominating Committee, the
Board reviews each directors independence annually and upon the appointment or
election of a new director. The Board last considered this matter at its meeting
on March 24, 2016.
Seven of the nine directors are considered by the Board to be
independent within the meaning of NI 52-110 and Section 803A of the Company
Guide. Stephen P. Antony is not an independent director as he is the President
and CEO of the Corporation. Mr. Bae is regarded as having an indirect material
relationship which could reasonably be expected to interfere with his exercise
of independent judgment, considering the Corporations strategic relationship
with KEPCO, KEPCOs significant shareholding in the Corporation and his position
with KEPCO. However, each of the remaining directors, namely, J. Birks Bovaird,
Ames Brown, Paul A. Carroll, Glenn J. Catchpole, Bruce D. Hansen, Dennis L.
Higgs, and Ron F. Hochstein are independent directors of the Corporation.
A number of directors of the Corporation are also directors of
other reporting issuers. See
Particulars of Matters to be Acted Upon at the
Meeting Election of Directors
.
43
The Chair of the Board, J. Birks Bovaird, is not a member of
management and is an unrelated and independent director. One of his principal
responsibilities is to oversee the Board processes so that it operates
efficiently and effectively in carrying out its duties and to act as a liaison
between the Board and management.
The independent directors of the Board are encouraged by the
Board to hold private sessions as such independent directors deem necessary in
the circumstances. In the year ended December 31, 2015, the independent
directors held separate
in camera
sessions following seven Board
meetings, and had informal discussions from time to time.
The Board held a total of 12 meetings during the year ended
December 31, 2015. The following table shows the number of Board meetings each
director attended during that period.
Name
|
Number of Board
Meetings Held While
a
director
|
Number of Board
Meetings Attended
|
J. Birks Bovaird
|
12
|
12
|
Stephen P. Antony
|
12
|
11
|
Ames Brown
(1)
|
2
|
2
|
Paul A. Carroll
|
12
|
12
|
Glenn Catchpole
(2)
|
4
|
4
|
Lawrence A. Goldberg
(3)
|
8
|
7
|
Mark E. Goodman
(4)
|
7
|
2
|
Bruce D. Hansen
|
12
|
11
|
Dennis Higgs
(5)
|
4
|
4
|
Ron F. Hochstein
|
12
|
11
|
Tae Hwan Kim
(6)
|
1
|
1
|
Joo Soo Park
(7)
|
10
|
4
|
Richard J. Patricio
(8)
|
8
|
8
|
Notes
(1) Mr. Brown was
appointed to the Board on September 25, 2015.
(2) Mr. Catchpole
was appointed to the Board on June 18, 2015. }
(3) Mr. Goldberg
resigned from the Board effective June 18, 2015.
(4) Mr. Goodman
did not stand for re-election, and ceased being a director effective June 18,
2015.
(5) Mr. Higgs was appointed to the Board on June 18, 2015.
(6) Mr. Kim resigned from the Board on January 6, 2015.
(7) Mr. Park was appointed to the Board on January 28, 2015 and
resigned from the Board effective January 20, 2016.
(8) Mr.
Patricio resigned from the Board effective June 18, 2015.
As is evident from the foregoing table, Messrs. Goodman and
Park attended fewer than 75% of the Board meetings held while they were
directors.
Board members are not required, but are expected to make every
effort, to attend the Annual Meeting of shareholders. A majority of the then
sitting directors attended last years Annual Meeting.
Board Mandate
The Boards mandate is set out in the Corporations Corporate
Governance Manual as approved by the Board. The Board is responsible, directly
and through its committees, for the supervision of the management of the
business and affairs of the Corporation. The Board seeks to ensure the viability
and long-term financial strength of the Corporation and the creation of enduring
shareholder value. In pursuing these objectives, the Board will have regard to
the best interests of shareholders and the Corporation and to the needs of its
other stakeholders, including the needs of the communities in which the
Corporation conducts its business and the needs of its employees and
suppliers.
44
To assist the Board in the implementation of its mandate, it
delegates some of its responsibility to committees. The Board reviews and
approves the structure, mandate and composition of its committees. It also
receives and reviews periodic reports of the activities and findings of those
committees.
The Board selects and appoints the Corporations President and
CEO and, through him or her, other officers and senior management to whom the
Board delegates certain of its power of management. The Board approves strategy,
sets targets, performance standards and policies to guide them; monitors and
advises management; sets their compensation and, if necessary, replaces them.
The Board reviews and approves, for release to shareholders,
quarterly and annual reports on the performance of the Corporation, and certain
other material public communications. The Board has implemented a Corporate
Disclosure Policy, which it reviews annually, to ensure effective communication
between the Corporation, its shareholders, prospective investors, the public and
other stakeholders, including the dissemination of information on a regular and
timely basis. The CEO has dedicated a portion of his time to communicate with
shareholders and prospective investors. Through its officers, the Corporation
responds to questions and provides information to individual shareholders,
institutional investors, financial analysts and the media.
The Board ensures that mechanisms are in place to guide the
organization in its activities. The Board reviews and approves a broad range of
internal control and management systems, including expenditure approvals and
financial controls. Management is required by the Board to comply with legal and
regulatory requirements with respect to all of the Corporations activities.
Position Descriptions
The Board has adopted a written position description for the
CEO of the Corporation. The primary role of the CEO is to develop and recommend
to the Board a long-term strategy and vision for the Corporation that leads to
the creation of shareholder value, to develop and recommend to the Board annual
business plans and budgets that support the Corporations long term strategy,
and to ensure that the day-to day business affairs of the Corporation are
appropriately managed, including evaluation of the Corporations operating
performance and initiating appropriate action where required. In order to
fulfill this role, the CEO is expected to ensure that the Corporation has an
effective management team and to have an active plan for its development and
succession, and to foster a corporate culture that promotes ethical practices,
encourages individual integrity and fulfills social responsibility, including
ensuring that the Corporation is in compliance with its Corporate Disclosure
Policy and Environment, Health and Safety Policy and internal controls and
procedures. Finally, the CEO is expected to ensure that the Corporation builds
and maintains strong, positive relationships with its investors, employees and
the corporate and public community.
The position description for the Chair of the Board is set out
in the Corporations Corporate Governance Manual. The primary role of the Chair
is to provide leadership to the Board, to ensure that the Board can function
independently of management and fully discharges its duties. This involves
acting as a liaison between the Board and management, working with management to
schedule Board meetings and with committee chairs to coordinate scheduling
committee meetings, ensuring the appropriate agendas for meetings, ensuring the
proper flow of information to the Board, and reviewing the adequacy and timing
of documented material in support of managements proposals. The Chair of the
Board also works with the Governance and Nominating Committee to ensure proper
committee structure, including assignments of members and committee Chairs, as
well as chairs all meetings of the Board, and when requested by the CEO,
meetings of shareholders.
The Board has developed written position descriptions for the
Chair of each committee. The primary responsibilities of the Chair of each
committee are to: develop the agenda for each meeting of the committee; preside
over committee meetings; oversee the committees compliance with its Charter;
work with management to develop the committees annual work plan; together with
management, identify, review and evaluate matters of concern to the committee;
and report regularly to the Board.
45
Orientation and Continuing Education
New directors are provided with a comprehensive information
package on the Corporation and its management and are fully briefed by senior
management on the corporate organization and key current issues. The information
package includes contact information, the Corporations organizational chart,
the Articles and By-Laws of the Corporation, the Corporations Corporate
Governance Manual and certain key documents and plans such as the Corporations
Equity Incentive Plan, Shareholder Rights Plan, Directors and Officers
Insurance Policy and Indemnity Agreement. The Corporations Corporate Governance
Manual describes the roles, responsibilities and mandates of the Board, its
committees, its directors, the Chair of the Board, the Chairs of each committee
and the CEO, and includes copies of all of the Corporations adopted codes and
policies. In addition, new directors are introduced to the Corporations
website, which includes the Corporations most recent annual filings, Management
Information Circulars, press releases, material change reports and other
continuous disclosure documents, all of which provide the information necessary
for a new director to become familiar with the nature and operation of the
Corporations business. Management is also available to answer any questions
from or to provide any additional orientation for new directors that may be
required. Visits to key operations may also be arranged for new directors.
Although the Corporation does not generally provide formal
training programs for its directors, the Board encourages directors to
participate in continuing education programs. One director has successfully
completed a director certification program offered by a major Canadian
university. In addition, Board members are often provided with notices and other
correspondence from counsel and other advisors, which report on developments
affecting corporate and securities law matters and governance generally. Any
material developments affecting the ability of directors to meet their
obligations as directors are brought to the attention of the Governance and
Nominating Committee (the
GN Committee
) by management, and appropriate
actions are taken by the GN Committee to ensure that directors maintain the
skill and knowledge necessary to meet their obligations.
Ethical Business Conduct
The Board has adopted a written Code of Business Conduct and
Ethics (the
Code
) for the directors, officers, and employees of the
Corporation, which is contained in the Corporations Corporate Governance
Manual. The Corporate Governance Manual is provided to each new director, and a
copy of the Code is provided to each new employee. The Code is also published on
the Corporations website at www.energyfuels.com. In addition, at the time of
each annual meeting of shareholders, the directors and officers of the
Corporation are required to affirm their compliance with the Code in
writing.
The Code sets out in detail the core values and the principles
by which the Corporation is governed, and addresses topics such as: conflicts of
interest, including transactions and agreements in respect of which a director
or executive officer has a material interest; protection and proper use of
corporate assets and opportunities; confidentiality of corporate information;
fair dealing with the Corporations security holders, customers, suppliers,
competitors and employees; compliance with laws, rules and regulations; and
reporting of any illegal or unethical behaviour. Under the Code and applicable
law, any director or officer who has a material interest in a transaction or
agreement is required to disclose his or her interest and refrain from voting or
participating in any decision relating to the transaction or agreement.
The management of the Corporation is committed to fostering and
maintaining a culture of high ethical standards and compliance that ensures a
work environment that encourages employees to raise concerns to the attention of
management and that promptly addresses any employee compliance concerns. Under
the Code, all directors, officers, and employees must take all reasonable steps
to prevent contraventions of the Code, to identify and raise issues before they
lead to problems, and to seek additional guidance when necessary. If breaches of
the Code occur, they must be reported promptly. The Corporation maintains
appropriate records evidencing compliance with the Code. It is ultimately the
Boards responsibility for monitoring compliance with the Code. The Board will
review the Code periodically and review managements monitoring of compliance
with the Code, and if necessary, consult with members of the Corporations
senior management team and Audit Committee, as appropriate, to resolve any
reported violations of the Code. Any waivers from the Code that are granted for
the benefit of the Corporations directors or executive officers shall be
granted by the Board. Violations of the Code by a director, officer or employee
are grounds for disciplinary action, up to and including immediate termination
and possible legal prosecution.
46
Where a material departure from the Code by a director or
executive officer constitutes a material change, the Corporation will file a
material change report disclosing the date of the departure, the parties
involved in the departure, the reason why the Board has or has not sanctioned
the departure, and any measures the Board has taken to address or remedy the
departure. No material change reports have been filed and no waivers of the Code
have been made since the beginning of the year ended December 31, 2015 that
pertain to any conduct of a director or executive officer that constitutes a
departure from the Code.
The Corporation also expects all agents, consultants and
contractors to comply with the Code.
Nomination of Directors
The Board has a GN Committee, which is composed entirely of
independent directors. The GN Committee has the general responsibility for
developing and monitoring the Corporations approach to corporate governance
issues and for identifying and recommending to the Board nominees for
appointment or election as directors. The GN Committee has a charter which can
be found on the Corporations website at
www.energyfuels.com
. The GN
Committees responsibilities include the following: assessing the effectiveness
of the Board as a whole, the Chair of the Board, the committees of the Board and
the contribution of individual directors on a periodic basis; ensuring that,
where necessary, appropriate structures and procedures are in place to ensure
that the Board can function independently of management; periodically examining
the size of the Board, with a view to determining the impact of the number of
directors upon effectiveness; identifying individuals qualified to become new
Board members and recommending to the Board all director nominees for election
or appointment to the Board; assessing directors on an ongoing basis; and
recommending to the Board the members to serve on the various committees. In
addition, the GN Committee reviews the Corporations disclosure of its corporate
governance practices in the Corporations Circular each year.
During the year ended December 31, 2015, the GN Committee was
responsible for proposing new candidates for Board nomination. In making its
recommendations to the Board, the GN Committee considers what competencies and
skills the Board, as a whole, should possess, the competencies and skills each
existing director possesses, and the competencies and skills each new nominee
will bring to the boardroom. The GN Committee also considers whether or not each
new nominee can devote sufficient time and resources to his or her duties as a
Board member.
Term Limits
It is proposed that each of the persons elected as a Director
at the Meeting will serve until the close of the next annual meeting of the
Corporation or until his successor is elected or appointed. The Board has not
adopted a term limit for directors. The Board believes that the imposition of
director term limits on a board may discount the value of experience and
continuity amongst board members and runs the risk of excluding experienced and
potentially valuable board members. The Board relies on an annual director
assessment procedure in evaluating Board members and believes that it can best
strike the right balance between continuity and fresh perspectives without
mandated term limits. The Board has demonstrated the effectiveness of its
approach, as five of the nine current directors, or 56% of the Board, have been
appointed after 2010.
Board Diversity
On January 28, 2015, the Board adopted a written diversity
policy that sets out the Corporations approach to diversity, including gender,
on the Board and among the executive officers of the Corporation. The GN
Committee and the Board aim to attract and maintain a Board and an executive
team that have an appropriate mix of diversity, skill and expertise. All Board
and executive officer appointments will be based on merit, and the skill and
contribution that the candidate is expected to bring to the Board and the
executive team, with due consideration given to the benefits of diversity.
Pursuant to the diversity policy, when considering the
composition of, and individuals to nominate or hire to, the Board and the
executive team, the GN Committee and the Board, as applicable, shall consider
diversity from a number of aspects, including but not limited to gender, age,
ethnicity and cultural diversity. In addition, when assessing and identifying
potential new members to join the Board or the executive team, the GN Committee
and the Board, as applicable, consider the current level of diversity on the
Board and the executive team.
47
The GN Committee and the Board are responsible for developing
measurable objectives to implement the diversity policy and to measure its
effectiveness. The GN Committee annually considers whether to set targets based
on diversity for the appointment of individuals to the Board or the executive
team, recognizing that notwithstanding any targets set in any given year, the
selection of diverse candidates will depend on the pool of available candidates
with the necessary skills, knowledge and experience. As at the date of this
Circular, there are no women directors or members of the executive team. At
their March 2016 meetings, the GN Committee and the Board established a target
of identifying at least one suitable woman nominee for election or appointment
to the Board at or prior to the Corporations 2017 annual meeting of
shareholders.
Majority Voting Policy
On January 25, 2013, the Board adopted a majority voting
policy. Pursuant to the majority voting policy, forms of proxy for meetings of
the shareholders of the Corporation at which directors are to be elected provide
the option of voting in favour, or withholding from voting, for each individual
nominee to the Board. If, with respect to any particular nominee, the number of
shares withheld from voting exceeds the number of shares voted in favour of the
nominee, then the nominee will be considered to have not received the support of
the shareholders, and such nominee is expected to submit his or her resignation
to the Board, to take effect on acceptance by the Board. The GN Committee and
the Compensation Committee will review any such resignation and make a
recommendation to the Board regarding whether or not such resignation should be
accepted. The Board will determine whether to accept the resignation within 90
days following the shareholders meeting. If the resignation is accepted,
subject to any corporate law restrictions, the Board may (i) leave the resultant
vacancy in the Board unfilled until the next annual meeting of shareholders of
the Corporation, (ii) fill the vacancy by appointing a director whom the Board
considers to merit the confidence of the shareholders, or (iii) call a special
meeting of the shareholders of the Corporation to consider the election of a
nominee recommended by the Board to fill the vacant position. The majority
voting policy applies only in the case of an uncontested shareholders meeting.
Compensation Committee
The Corporation has a Compensation Committee, which is
comprised entirely of independent directors within the meaning of Section 805(c)
of the Company Guide. The Compensation Committee has been delegated the task of
reviewing and recommending to the Board the Corporations compensation policies,
and reviewing such policies on a periodic basis to ensure they remain current,
competitive and consistent with the Corporations overall goals. The
Compensation Committee also has the authority and responsibility to review and
approve corporate goals and objectives relevant to the CEOs compensation,
evaluating the CEOs performance in light of those corporate goals and
objectives, and making recommendations to the Board with respect to the CEOs
compensation level (including salary incentive compensation plans and
equity-based plans) based on this evaluation, as well as making recommendations
to the Board with respect to any employment, severance or change of control
agreements for the CEO. The ultimate decision relating to the CEOs compensation
issues rests with the Board, taking into consideration the Compensation
Committees recommendations, corporate and individual performance, and industry
standards. The Compensation Committee has also been delegated the task of
reviewing and approving for NEOs, other than the CEO, all compensation
(including salary, incentive compensation plans and equity-based plans) and any
employment, severance or change in control agreements, although the ultimate
decision relating to any stock option or other equity grants rests with the
Board. The experience of Board and committee members who are also involved as
management of, or board members or advisors to, other companies also factors
into decisions concerning compensation. The Compensation Committee has a charter
which can be found on the Corporations website at www.energyfuels.com.
The Compensation Committee is also responsible for making
recommendations to the Board with respect to the adequacy and form of
compensation payable to and benefits of directors in their capacity as directors
(including Board and committee retainers, meeting and committee fees, incentive
compensation plans, and equity-based plans), so as to ensure that such
compensation realistically reflects the responsibilities and risks involved in
being an effective director. Additional responsibilities of the Compensation
Committee include: (i) considering the implications of the risks associated with
the Corporations compensation policies and practices and the steps that may be
taken to mitigate any identified risks; (ii) reviewing executive compensation
disclosure before the Corporation publicly discloses such information; and (iii)
reviewing, and approving periodically managements succession plans for
executive management, including specific development plans and career planning
for potential successors, and recommending them to the Board.
48
During the year ended December 31, 2015, the Compensation
Committee was responsible for administering the executive compensation program
of the Corporation. For further information regarding how the Board determines
the compensation for the Corporations directors and officers please see
Executive Compensation
in this Circular.
Environment, Health and Safety Committee
The mining industry, by its very nature, can have an impact on
the natural environment. As a result, environmental planning and compliance must
play a very important part in the operations of any company engaged in these
activities. The Corporation takes these issues very seriously and has
established the Environment, Health and Safety Committee (
EHS
Committee
) to assist the Board in fulfilling its oversight responsibilities
for environmental, health and safety matters. The mandate of the EHS Committee
is to oversee the development and implementation of policies and best practices
relating to environmental, health and safety issues in order to ensure
compliance with applicable laws, regulations and policies in the jurisdictions
in which the Corporation and its subsidiaries carry on business. Due to the
complexity of uranium exploration, mining, recovery and milling, the Board
determined that it was appropriate that a member of management sit on the EHS
Committee to ensure that technical expertise is properly brought before the EHS
Committee. The fact that all of the members of the EHS Committee are not
independent is balanced by the fact that a majority of the members of the EHS
Committee and the Chair of the EHS Committee are independent, and that the key
recommendations of the EHS Committee are considered by the full Board.
Assessments
The GN Committee distributes, receives and reviews the results
of written Board effectiveness assessments each year. The assessments question
members of the Board as to their level of satisfaction with the functioning of
the Board, its interaction with management and the performance of the standing
committees of the Board. The assessments also include peer reviews of all other
directors and a self-assessment as to each directors effectiveness and
contribution as a Board member. After the assessments are reviewed, the GN
Committee reports the results to the Board and makes any recommendations to the
Board to improve the Corporations corporate governance practices. This process
occurs prior to the consideration by the GN Committee of nominations for Board
member elections at the Annual Meeting of Shareholders each year.
The Role of the Board in Risk Oversight
The understanding, identification and management of risk are
essential elements for the successful management of the Corporation. Risk
management begins with the Corporations executive management team and is
subject to oversight by the Corporations independent Board and Committees.
The Corporations executive officers assess and analyze on a
continuous basis the most likely areas of risk faced by the Corporation.
Managements risk assessments are overseen by the Corporations
Board and Committees, each of which is independent of management. An independent
Board and Committees is an essential element in the proper oversight of risks
faced by the Corporation
49
The Audit Committee reviews and discusses policies with respect
to risk assessment and risk management. The Audit Committee also has oversight
responsibility with respect to the integrity of the Corporations financial
reporting process and systems of internal control regarding finance and
accounting, as well as its financial statements. The Compensation Committee
considers risks related to the Corporations compensation programs and
succession planning. The GN Committee considers risks related to the
independence and effective functioning of the Board. The EHS Committee considers
risks of the Corporations operations on public health, safety and the
environment. The Board makes the ultimate decisions regarding material risk
assessment matters.
50
Board Leadership Structure
The Board has reviewed our Corporations current Board
leadership structure in light of the composition of the Board, the Corporations
size, the nature and stage of the Corporations business, the regulatory
framework under which the Corporation operates, the Corporations shareholder
base and other relevant factors. Under the current Board leadership structure,
the positions of Chairman of the Board and CEO are two separate and distinct
positions. The Board of Directors believes such separation is appropriate at
this time, as it enhances the accountability of the CEO to the Board of
Directors and strengthens the independence of the Board of Directors from
management.
COMMUNICATIONS TO THE BOARD
Shareholders may communicate directly with members of the
Board, or the Board as a group, by writing directly to the individual Board
member or the Board, c/o Curtis Moore, Vice President, Marketing & Corporate
Development, at Energy Fuels Inc., 225 Union Blvd., Suite 600, Lakewood,
Colorado, USA, 80228. Mr. Moore will forward communications directly to the
appropriate Board member. If the correspondence is not addressed to a particular
member, the communication will be forwarded to a Board member to bring to the
attention of the Board. Mr. Moore will review all communications, and if
requested by the shareholders or if the matter relates to Corporation business,
shall forward them to the appropriate Board member(s).
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Except as disclosed herein, no insider of the Corporation or
proposed nominee for election as director or any of their associates or
affiliates had any material interest in any transactions involving the
Corporation since the commencement of the Corporations most recently completed
financial year or in any proposed transaction which has materially affected or
would affect the Corporation.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
During the most recently completed financial year, other than
routine indebtedness as defined under Canadian securities laws, no director or
executive officer of the Corporation, no proposed nominee for election as a
director of the Corporation and no associate of any such director, executive
officer or proposed nominee: (a) is, or at any time since the beginning of the
most recently completed financial year has been, indebted to the Corporation or
any of its subsidiaries, and (b) has any indebtedness to another entity that is,
or at any time since the beginning of the most recently completed financial year
has been, the subject of a guarantee, support agreement, letter of credit or
other similar arrangement or understanding provided by the Corporation or any of
its subsidiaries.
ADDITIONAL INFORMATION
You may read and copy any materials we file with the SEC at the
SECs Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Copies
of such materials also can be obtained free of charge at the SECs website,
www.sec.gov, or by mail from the Public Reference Room of the SEC, at prescribed
rates. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room.
We also make available, free of charge, on or through our
Internet website, at www.energyfuels.com our annual report on Form 10-K and our
current reports on Form 8-K and will make available our quarterly reports on
Form 10-Q and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the U.S. Securities Exchange Act of 1934. Our Internet website
and the information contained therein or connected thereto are not intended to
be, and are not incorporated into this Circular.
Financial information is provided in the Corporations
comparative financial statements and managements discussion and analysis for
the 12-month period ended December 31, 2015 which are available on SEDAR and
EDGAR or can be received upon written request to the Corporation at 225 Union
Blvd., Suite 600, Lakewood, Colorado, USA 80228.
51
Additional information relating to the Corporation may be found
on SEDAR at
www.sedar.com
and on EDGAR at www.sec.gov.
The board of directors of the Corporation has approved the
contents and the sending of this Circular.
DATED
at Lakewood, Colorado, USA this 24
th
day of March, 2016.
|
BY ORDER OF THE BOARD
|
|
|
|
(Signed) Stephen P. Antony
|
|
Stephen P. Antony, President and Chief
Executive
|
|
Officer
|
52
|
|
Appointment of Proxyholder
|
I/We, being holder(s) of Common Shares of Energy Fuels Inc.
(the Corporation), hereby appoint: Stephen P. Antony, President and Chief
Executive Officer, or, failing him, Daniel G. Zang, Chief Financial Officer,
OR
|
|
Print the name of the person you are appointing if this
person is someone other than the individuals listed above
|
|
as proxyholder of the undersigned, to attend, act and vote on
behalf of the undersigned in accordance with the below direction (or if no
directions have been given, as the proxyholder sees fit) on all the following
matters and any other matter that may properly come before the Annual Meeting of
Shareholders of the Corporation to be held at 10:00 a.m. (Toronto Time) on
Wednesday, May 18
th
, 2016, at the offices of Borden Ladner Gervais
LLP, 44
th
Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario,
Canada (the Meeting), and at any and all adjournments or postponements thereof
in the same manner, to the same extent and with the same powers as if the
undersigned were personally present, with full power of substitution. The shares
represented by this proxy are specifically directed to be voted as indicated
below.
Please use a dark black pencil or pen.
1.
Election of Directors
|
FOR
|
WITHHOLD
|
Election of Directors
|
FOR
|
WITHHOLD
|
1.
Stephen P. Antony
|
[ ]
|
[ ]
|
6. Glenn J. Catchpole
|
[ ]
|
[ ]
|
2.
Hyung-Mun Bae
|
[ ]
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7. Bruce D. Hansen
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[ ]
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3. J. Birks Bovaird
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[ ]
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8. Dennis L. Higgs
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[ ]
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4. Ames Brown
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[ ]
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9. Ron F. Hochstein
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5. Paul A. Carroll
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[ ]
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[ ]
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FOR
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WITHHOLD
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2.
Appointment of Auditors
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Appointment of KPMG LLP Chartered
Accountants as Auditors
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[ ]
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[
]
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3.
IN HIS/HER DISCRETION
with respect to amendments to
the above matters and on such other
business as may properly come before
the meeting or any adjournment thereof.
I/We authorize you to act in accordance with my/our
instructions set out above. I/We hereby revoke any proxy previously given with
respect to the Meeting.
If no voting instructions are indicated above, this
Proxy will be voted FOR a matter by Managements appointees or, if you appoint
another proxy
holder, as that other proxyholder sees fit. On any
amendments or variations proposed or any new business properly submitted before
the Meeting, I/We authorize you to vote as you see fit.
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Print Name
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Signature(s)
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Date
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Please sign exactly as your name(s) appear on this proxy.
Please see reverse for instructions. All proxies must be received by 10:00a.m.
(EST) on Tuesday May 16, 2016.
Proxy Form Annual Meeting of Shareholders of Energy Fuels
Inc. to be held on May 18, 2016 (the Meeting)
Notes to Proxy
1. This proxy must be signed by a holder or his or her attorney
duly authorized in writing. If you are the individual, please sign exactly as
your name appears on this proxy. If the holder is a corporation, a duly
authorized officer or attorney of the corporation must sign this proxy, and if
the corporation has a corporate seal, its corporate seal should be affixed.
2. If the securities are registered in the name of an executor,
administrator or trustee, please sign exactly as your name appears on this
proxy. If the securities are registered in the name of a deceased or other
holder, the proxy must be signed by the legal representative with his or her
name printed below his or her signature, and evidence of authority to sign on
behalf of the deceased or other holder must be attached to this proxy.
3.
You have the right to appoint a person other than as
designated herein to represent you at the Meeting, by striking out the names of
the persons designated above and inserting such other persons name in the blank
space provided and delivering the completed proxy to CST Trust Company Inc. in
the envelope provided.
4. Some holders may own securities as both a registered and a
beneficial holder; in which case you may receive more than one Management
Information Circular and will need to vote separately as a registered and
beneficial holder. Beneficial holders may be forwarded either a form of proxy
already signed by the intermediary or a voting instruction form to allow them to
direct the voting of securities they beneficially own. Beneficial holders should
follow instructions for voting conveyed to them by their intermediaries.
5. If a security is held by two or more individuals, any one of
them present or represented by proxy at the Meeting may, in the absence of the
other or others, vote at the Meeting. However, if one or more of them are
present or represented by proxy, they must vote together the number of
securities indicated on the proxy.
All holders should refer to the Management Information Circular
for further information regarding completion and use of this proxy and other
information pertaining to the Meeting.
This proxy is solicited by and on behalf of Management of
the Company
.
How to Vote
All proxies must be received by 10:00a.m. (EST), on Tuesday,
May 16, 2016, or if the Meeting is adjourned, by 10:00 a.m. (EST) on the last
business day preceding the day to which the Meeting is adjourned
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Important Notice Regarding the
Availability of Proxy Materials
|
for the Shareholder Meeting of
Energy Fuels Inc.
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To Be Held on Wednesday, May
18, 2016
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Dear Investor:
Please find attached your form of voting instruction form for
the Annual Meeting of shareholders of Energy Fuels Inc. (the
Corporation
) to be held at the offices of Borden Ladner Gervais LLP,
44
th
Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario
Canada M5H 3Y4 on Wednesday, May 18, 2016 at 10:00 am (Toronto time) (the
Meeting
).The following matters will be reviewed and voted upon at this
meeting:
-
Election of directors, as detailed on page 4 of the management information
circular of the Corporation dated March 24, 2016 (the
Management
Information Circular
)
-
Appointment of auditors, as detailed on page 10 of the Management
Information Circular
-
Other business as may be properly brought before the meeting
Pursuant to applicable Canadian and United States securities
rules, companies are no longer required to distribute physical copies of certain
annual meeting related materials such as management information circulars and
annual financial statements to their investors. Instead, they may post
electronic versions of such material on a website for investor review. This
process, known as notice-and-access, directly benefits the Corporation through
a substantial reduction in both postage and material costs and also helps the
environment through a decrease in paper documents that are ultimately
discarded.
This communication presents only an overview of the more
complete proxy materials that are available to you on the Internet. We encourage
you to access and review all of the important information contained in the proxy
materials before voting. Electronic copies of investor materials related to the
Meeting, including the Management Information Circular, may therefore be found
at, and downloaded from www.meetingdocuments.com/cst/EFR or from the
Corporations web page on SEDAR at
www.sedar.com
or on EDGAR at
www.sec.gov
. Investors are reminded to review the Management Information
Circular before voting at the Meeting.
You have a number of options to vote your proxy:
-
Via Internet - go to
www.cstvotemyproxy.com
;
-
With your smart phone using the QR code on the proxy;
-
By telephone call 1-888-489-5760;
-
Fax your signed proxy to 1-866-781-3111;
-
Return your signed proxy by mail using the enclosed business reply
envelope; or
-
Scan and send your signed proxy to proxy@canstockta.com.
However you choose to vote, we must receive your vote by no
later than 10:00 am (Toronto time) on May 16, 2016, or if the Meeting is
adjourned, no later than 10:00 am. (Toronto time) on the last business day
preceding the day to which the Meeting is adjourned. We also strongly encourage
you to first review the matters under discussion for the meeting as described in
the Management Information Circular at
www.meetingdocuments.com/cst/EFR
.
Should you wish to receive paper copies free of charge of
investor materials related to the Meeting, including the form of proxy and the
management information circular, the Corporations audited financial statements
or its Annual Report on Form 10-K or have any questions, please contact us at
1-888-433-6443 or fulfilment@canstockta.com prior to May 6, 2016 and we will
send them within three business days, giving you sufficient time to vote your
proxy. Following the Meeting, the documents will remain available at the website
listed above for a period of one year.
ENERGY FUELS INC.
(the Corporation)
ANNUAL REQUEST FOR FINANCIAL STATEMENTS
TO:
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REGISTERED AND BENEFICIAL SHAREHOLDERS
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In accordance with National Instrument 51-102, shareholders
(including beneficial owners) may elect annually to have their names added to
the Supplemental Mailing List of the Corporation. If you wish to receive the
Form 10-K, annual financial statements and managements discussion and analysis
(MD&A) for the annual financial statements, the interim financial
statements and MD&A for the interim financial statements of the Corporation,
or both, you must complete this form and forward it, either with your proxy or
separately, to our transfer agent:
CST Trust Company
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P.O. Box 700, Postal Station B
|
Montreal, QC H3B 3K3
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I hereby certify that I am a shareholder of the Corporation.
Please put my name on your Supplemental Mailing List for the Corporation and
send me the documents as indicated below:
|
Form 10-K, Annual Financial Statements and Annual MD&A
of the Corporation
|
[ ]
|
|
|
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Interim Financial Statements and Interim MD&A of the
Corporation
|
[ ]
|
Copies of these documents may also be found on SEDAR at
www.sedar.com
, on EDGAR at www.sec.gov, or on the Corporations website
at www.energyfuels.com.
DATED
the day
of
, 2016.
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(First Name and Surname)
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(Number and Street) (Apartment/Suite)
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(City) (Province)
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(Postal Code)
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(Signature of Shareholder)
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