Form 8-K

8-K — ENERGY FUELS INC

Accession: 0001062993-26-003884

Filed: 2026-07-28

Period: 2026-07-27

CIK: 0001385849

SIC: 1400 (MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS))

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (exhibit10-1.htm)

EX-99.1 — EXHIBIT 99.1 (exhibit99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: form8k.htm · Sequence: 1

Energy Fuels Inc.: Form 8-K - Filed by newsfilecorp.com

false

2026-07-27

0001385849

Energy Fuels Inc.

0001385849

2026-07-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2026 (July 27, 2026)

ENERGY FUELS INC.

(Exact name of registrant as specified in its charter)

Ontario

001-36204

98-1067994

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

225 Union Blvd., Suite 600

Lakewood, Colorado, United States

80228

(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (303) 974-2140

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common shares, no par value

UUUU

NYSE American LLC

EFR

Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On July 27, 2026, Australian Strategic Minerals Limited (“ASM”) submitted a supplemental Scheme Booklet (the “Supplemental Scheme Booklet”) to the Australian Securities and Investments Commission to provide further information to ASM shareholders and option holders (together, the “Scheme Shareholders”) with respect to Energy Fuels Inc.’s (the “Company”) announcement of the entry into a definitive agreement to acquire 100% of Vacuumschmelze GmbH & Co. KG, Ara VAC TopCo US LLC and their respective consolidated subsidiaries (collectively, “VAC”) from Ara Partners, and the Company’s announcement of its entry into a conditional $725 million financing commitment with the Department of War, Office of Strategic Capital. A copy of the Supplemental Scheme Booklet, which is expected to be provided to the Scheme Shareholders, is furnished herewith as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On May 13, 2026, the Company and its wholly owned subsidiary EFR Critical Minerals Pty Ltd. (“Bidder Sub”) entered into (i) a Deed Poll and (ii) an Option Scheme Deed Poll (together with the Deed Poll, the “Deed Polls”).

Under the Deed Polls, the Company and Bidder Sub covenant in favor of the holders of such Scheme Shareholders to perform obligations under the Scheme Implementation Deed dated January 21, 2026, as amended on March 12, 2026 (together, the “Deeds”).

See additional information regarding the Deeds in the Current Report on Form 8-K dated January 26, 2026 and the Current Report on Form 8-K dated March 18, 2026. No other material changes have been made to the terms and conditions of the Deeds.

The foregoing description of the Deeds does not purport to be complete and is qualified in its entirety by reference to the full text of the Deeds, which are filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1

Scheme Implementation Deed dated January 21, 2026, as amended on March 13, 2026 (AWST), by and among Energy Fuels Inc. and Australian Strategic Materials Limited.

99.1

Supplementary Scheme Booklet.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ENERGY FUELS INC.

(Registrant)

Dated: July 28, 2026

By: /s/ Nathan Longenecker

Nathan Longenecker

Chief Legal Officer and Executive Vice President, Global Government Relations

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: exhibit10-1.htm · Sequence: 2

Energy Fuels Inc.: Exhibit 10.1 - Filed by newsfilecorp.com

Scheme Implementation Deed

Contents

Table of contents

1 Definitions and interpretation

1.1 Definitions

1.2 Interpretation

1.3 Deed components

2 Agreement to proceed with the Transaction

3 Conditions Precedent and pre-implementation steps

3.1 Conditions Precedent

3.2 Satisfaction of Conditions Precedent

3.3 Waiver of Conditions Precedent

3.4 Termination on failure of Condition Precedent

3.5 Certain notices relating to Conditions Precedent

3.6 Further notice in certain circumstances

3.7 Extension of End Date

4 Transaction steps

4.1 Scheme

4.2 Scheme Consideration

4.3 Scheme Consideration election mechanism

4.4 Ineligible Foreign Shareholders

4.5 Excluded Target Shareholders

4.6 Australian Tax roll-over

4.7 Class Ruling

4.8 U.S. Securities Law Matters

4.9 Provision of Target Share information

4.10 Target Equity Incentives

4.11 Option Scheme

4.12 No amendment to Option Scheme without consent

4.13 Option Scheme Consideration

4.14 Application of this deed to Option Scheme

5 Implementation

5.1 Timetable

5.2 Target's obligations

5.3 Bidder's obligations

5.4 Bidder Sub's obligations

5.5 Conduct of business - Target

5.6 Conduct of business - Bidder

5.7 Appointment of directors

5.8 Change of control consents

5.9 Target Board recommendation

5.10 Conduct of Court proceedings

5.11 Scheme Booklet content and responsibility statements

Scheme Implementation Deed

Contents 1

6 Integration

6.1 Access to information - Target

6.2 Access to information - Bidder

6.3 Integration Committee

7 Representations and warranties

7.1 Bidder's representations and warranties

7.2 Bidder's indemnity

7.3 Target's representations and warranties

7.4 Target's indemnity

7.5 Qualifications on Target's representations, warranties and indemnities

7.6 Qualifications on Bidder's representations, warranties and indemnities

7.7 Survival of representations and warranties

7.8 Survival of indemnities

7.9 Timing of representations and warranties

7.10 No representation or reliance

8 Releases

8.1 Target and Target directors and officers

8.2 Bidder and Bidder directors and officers

8.3 Deeds of indemnity and insurance

9 Public announcement

9.1 Announcement of the Transaction

9.2 Public announcements

9.3 Required disclosure

10 Confidentiality

11 Exclusivity

11.1 No existing discussions

11.2 No shop, no talk and no due diligence

11.3 Fiduciary exception

11.4 Information right

11.5 Notification of approaches

11.6 Matching right

11.7 Cease discussions

12 Reimbursement Fee

12.1 Background to Reimbursement Fee

12.2 Reimbursement Fee triggers

12.3 Payment of Reimbursement Fee

12.4 Basis of Reimbursement Fee

12.5 Compliance with law

12.6 Reimbursement Fee payable only once

12.7 Other Claims

12.8 Non-exclusive remedy

12.9 No Reimbursement Fee if Scheme Effective

13 Reverse Reimbursement Fee

13.1 Background to Reverse Reimbursement Fee

13.2 Reverse Reimbursement Fee triggers

Scheme Implementation Deed

Contents 2

13.3 Payment of Reverse Reimbursement Fee

13.4 Basis of Reverse Reimbursement Fee

13.5 Compliance with law

13.6 Reverse Reimbursement Fee payable only once

13.7 Other Claims

13.8 Non-exclusive remedy

13.9 No Reverse Reimbursement Fee if Scheme Effective

13.10 Bidder issuance

14 Termination

14.1 Termination

14.2 Termination for breach of representations and warranties

14.3 Effect of termination

14.4 Termination

14.5 No other termination

15 Duty, costs and expenses

15.1 Duty

15.2 Costs and expenses

16 GST

17 Notices

17.1 Form of Notice

17.2 How Notice must be given and when Notice is received

17.3 Notice must not be given by electronic communication

18 General

18.1 Governing law and jurisdiction

18.2 Service of process

18.3 No merger

18.4 Invalidity and enforceability

18.5 Waiver

18.6 Variation

18.7 Assignment of rights

18.8 Acknowledgement

18.9 No third party beneficiary

18.10 Further action to be taken at each party's own expense

18.11 Entire agreement

18.12 Counterparts

18.13 Relationship of the parties

18.14 Remedies cumulative

18.15 Exercise of rights

18.16 Withholding

Schedules

Schedule 1

Notice details

Scheme Implementation Deed

Contents 3

Schedule 2

Definitions and interpretation

Schedule 3

Bidder Representations and Warranties

Schedule 4

Target Representations and Warranties

Schedule 5

Target details

100

Signing page

101

Attachment 1

Indicative Timetable

Attachment 2

Scheme of arrangement

Attachment 3

Deed poll

Attachment 4

Option scheme of arrangement

Attachment 5

Option scheme deed poll

Attachment 6

Conditions Precedent certificate

Herbert Smith Freehills Kramer owns the copyright in this document and using it without permission is strictly prohibited.

Scheme Implementation Deed

Contents 4

Scheme Implementation Deed

Date ► 21 January 2026 (as amended and restated on 13 March 2026)

Between the parties

Bidder

Energy Fuels Inc.

of 225 Union Boulevard Suite 600 Lakewood, Colorado 80228 United States

Target

Australian Strategic Materials Limited

of Level 4, 66 Kings Park Road, West Perth, WA 6005

Recitals

1 The parties have agreed that Bidder or Bidder Sub will acquire all of the ordinary shares in Target by means of a scheme of arrangement under Part 5.1 of the Corporations Act between Target and the Scheme Shareholders.

2 The parties have agreed to implement the scheme of arrangement on the terms and conditions of this deed.

This deed witnesses as follows:

1 Definitions and interpretation

1.1 Definitions

The meanings of the terms used in this deed are set out in Schedule 2.

1.2 Interpretation

Schedule 2 contains interpretation rules for this deed.

1.3 Deed components

This deed includes any schedule.

Scheme Implementation Deed

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2 Agreement to proceed with the Transaction

(a) Target agrees to propose the Scheme and the Option Scheme on and subject to the terms and conditions of this deed.

(b) Bidder agrees to assist Target to propose the Scheme and the Option Scheme on and subject to the terms and conditions of this deed.

(c) Target and Bidder agree to implement the Scheme and the Option Scheme on and subject to the terms and conditions of this deed.

(d) At any time prior to the Business Day before the First Court Date, Bidder may nominate any wholly-owned Subsidiary of Bidder (Bidder Sub) to acquire the Scheme Shares under the Scheme and the Scheme Options under the Option Scheme by providing a written notice which sets out the details of Bidder Sub to Target. If Bidder decides to nominate Bidder Sub to acquire Scheme Shares and Scheme Options:

(1) references in this document to Bidder acquiring the Scheme Shares under the Scheme and the Scheme Options under the Option Scheme are to be read as references to the Bidder Sub doing so;

(2) the parties must procure that the Scheme Shares transferred under the Scheme and the Scheme Options under the Option Scheme are transferred to Bidder Sub rather than Bidder; and

(3) the nomination will not relieve Bidder of its obligations under this document, including the obligation to provide (or procure the provision of) the Scheme Consideration in accordance with the terms of the Scheme and the Scheme Options under the Option Scheme provided that Bidder will not be in breach of this document for failing to perform an obligation of Bidder if that obligation is fully discharged by Bidder Sub.

3 Conditions Precedent and pre-implementation steps

3.1 Conditions Precedent

Subject to this clause 3, the Scheme will not become Effective, and the respective obligations of the parties in relation to the implementation of the Scheme are not binding, until each of the following Conditions Precedent is satisfied or waived to the extent and in the manner set out in this clause 3.

(a) Regulatory approvals: before 5.00pm on the Business Day before the Second Court Date:

(1) FIRB: one of the following has occurred:

(A) Bidder has received written notice under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA), by or on behalf of the Treasurer of the Commonwealth of Australia (Treasurer), advising that the Commonwealth Government has no objections to the Transaction either unconditionally or on terms that are acceptable to Bidder acting reasonably;

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3 Conditions Precedent and pre-implementation steps

(B) the Treasurer becomes precluded by the passage of time from making an order or decision under Part 3 of the FATA in relation to the Transaction and the Transaction is not prohibited by section 82 of the FATA; or

(C) where an interim order is made under section 68 of the FATA in respect of the Transaction, the subsequent period for making an order or decision under Part 3 of the FATA elapses without the Treasurer making such an order or decision;

(b) Shareholder approval: Target Shareholders approve the Scheme at the Scheme Meeting by the requisite majorities under subparagraph 411(4)(a)(ii) of the Corporations Act.

(1) issues an Independent Expert's Report which concludes that the Scheme is in the best interest of Target Shareholders before the time when the Scheme Booklet is registered by ASIC; and

(2) does not adversely change its conclusion or withdraw its Independent Expert's Report before 8.00am on the Second Court Date.

(d) Court approval: the Court approves the Scheme in accordance with paragraph 411(4)(b) of the Corporations Act.

(e) Restraints: between (and including) the date of this deed and 8.00am on the Second Court Date there is not in effect any temporary, preliminary or final order, injunction, decision or decree issued by any court of competent jurisdiction in a Relevant Country or other Government Agency of any Relevant Country, or other material legal restraint or prohibition in consequence of, or in connection with, the Scheme which:

(1) restrains, prohibits or otherwise materially adversely affects (or could reasonably be expected to restrain, prohibit or otherwise materially adversely affect) the Scheme, completion of the Transaction or the rights of Bidder in respect of Target, the Target Shares or the Material Projects to be acquired under the Scheme;

(2) prohibits or restricts the direct or indirect ownership or operation of or benefit of the rights relating to any of the Bidder Material Projects or the Material Projects by Bidder or Bidder Sub (if applicable), or compels Bidder, Bidder Sub (if applicable) or the Target to dispose of the Bidder Material Projects or the Material Projects as applicable; or

(3) requires the divestiture by Bidder or Bidder Sub (if applicable) of any Target Shares or any of the Bidder Material Projects or the Target Group,

unless such order, injunction decision, decree, action, investigation or application has been disposed of to the satisfaction of Bidder acting reasonably, or is otherwise no longer effective or enforceable, by 8.00am on the Second Court Date.

(f) No Target Regulated Event: no Target Regulated Event of the kind set out in paragraphs 4, 5, 7-17, 19-23, 25, 27-30 and 32-36 of the definition of Target Regulated Event occurs between (and including) the date of this deed and 8.00am on the Second Court Date.

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3 Conditions Precedent and pre-implementation steps

(g) No Target Prescribed Occurrence: no Target Prescribed Occurrence occurs between (and including) the date of this deed and 8.00am on the Second Court Date.

(h) No Bidder Prescribed Occurrence: no Bidder Prescribed Occurrence occurs between (and including) the date of this deed and 8.00am on the Second Court Date.

(i) No Target Material Adverse Change: no Target Material Adverse Change occurs, is reasonably likely to occur, or is discovered, announced, disclosed or otherwise becomes known to the Bidder, between (and including) the date of this deed and 8.00am on the Second Court Date.

(j) No Bidder Material Adverse Change: no Bidder Material Adverse Change occurs, is reasonably likely to occur, or is discovered, announced, disclosed or otherwise becomes known to the Target, between (and including) the date of this deed and 8.00am on the Second Court Date.

(k) Target Equity Incentives: Target has taken all necessary steps by 8:00am on the Second Court Date to ensure that, before the Scheme Record Date, all Target Equity Incentives vest or lapse and, if applicable, are exercised and converted into Target Shares, as agreed by Target and Bidder in the manner contemplated in clause 4.10.

(l) ASX Quotation: the New Bidder CDIs have been approved by for official quotation on ASX before 8.00am on the Second Court Date, subject to customary conditions and the Scheme becoming Effective.

(m) NYSE and TSX listing: the New Bidder Shares have been approved for listing on NYSE and conditionally approved for listing on the TSX before 8.00am on the Second Court Date, subject only to official notice of issuance and customary listing conditions, as applicable.

(n) Securities laws exemptions:

(1) the New Bidder Shares and New Bidder CDIs to be issued pursuant to the Scheme shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; and

(2) the distribution of the New Bidder Shares shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Canadian securities laws and shall not be subject to resale restrictions under applicable Canadian securities laws.

3.2 Satisfaction of Conditions Precedent

(a) Target must, to the extent it is within its power to do so, use its best endeavours to procure that each of the Conditions Precedent in clauses 3.1(b) (Shareholder approval), 3.1(c) (Independent Expert), 3.1(d) (Court approval), 3.1(f) (No Target Regulated Event), 3.1(g) (No Target Prescribed Occurrence), 3.1(i) (No Target Material Adverse Change), and 3.1(k) (Target Equity Incentives) is satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times until the last time that the relevant clause provides that it is to be satisfied.

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3 Conditions Precedent and pre-implementation steps

(b) Bidder must, to the extent it is within its power to do so, use its best endeavours to procure that each of the Conditions Precedent in clauses 3.1(h) (No Bidder Prescribed Occurrence), 3.1(j) (No Bidder Material Adverse Change), 3.1(l) (ASX Quotation), 3.1(m) (NYSE and TSX listing) and 3.1(n) (Securities laws exemptions) is satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times until the last time that the relevant clause provides that it is to be satisfied.

(1) each of the Conditions Precedent in clauses 3.1(a) (Regulatory approvals) and 3.1(e) (Restraints) are satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times until the last time that the relevant clause provides that it is to be satisfied; and

(2) there is no occurrence within its control or the control of any of its Subsidiaries that would prevent any of the Conditions Precedent being or remaining satisfied.

(d) Without limiting this clause 3.2 and except to the extent prohibited by a Government Agency, Bidder must use best endeavours to:

(1) apply for all relevant Regulatory Approvals as soon as practicable after the date of this deed and in any event within 9 days and provide to Target a copy of all those applications, provided that Bidder has received all information from Target that it reasonably requires to prepare the application for Regulatory Approval in clause 3.1(a) within 2 days after the date of this deed);

(2) promptly, to the extent that it is permitted by applicable law and it is reasonable to do so, provide Target with a final copy of all applications made in respect of any Regulatory Approvals, and copies of all material correspondence and draft applications to be sent to or filed with a Government Agency in respect of any Regulatory Approval (allowing Target a reasonable opportunity to review the correspondence and draft applications) and consider in good faith any reasonable comments provided by Target;

(3) take all steps it is responsible for as part of the Regulatory Approval process, including responding to requests for information from the relevant Government Agencies at the earliest practicable time;

(4) keep Target reasonably informed of progress in relation to each Regulatory Approval and Target with all information reasonably requested in connection with the applications for the Regulatory Approvals,

provided that clauses 3.2(d)(1)-3.2(d)(4) are subject to the following:

(5) Bidder may, at its sole discretion, withhold or redact information or documents from Target if and to the extent that they are either confidential to a third party or competitively or commercially sensitive and confidential to the Bidder; and

(6) Bidder is not required to disclose materially competitively or commercially sensitive information to Target.

(e) Target must use best endeavours to:

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3 Conditions Precedent and pre-implementation steps

(1) cooperate in good faith with, take all steps reasonably required by, and provide all reasonable assistance to, Bidder to:

(A) prepare and file the applicable Regulatory Approval applications and send correspondence to a Government Agency; and

(B) obtain each Regulatory Approval; and

(2) promptly provide Bidder with any information with respect to the Target Group as is reasonably requested by Bidder for such purposes,

provided that clauses 3.2(e)(1) and 3.2(e)(2) are subject to the following:

(3) Target may, at its sole discretion, withhold or redact information or documents from Bidder if and to the extent that they are either confidential to a third party or competitively or commercially sensitive and confidential to Target; and

(4) Target is not required to disclose materially competitively or commercially sensitive information to Bidder.

(f) Bidder acknowledges and agrees that the Standard Tax Conditions issued by FIRB from time to time are reasonable and acceptable to it if they are included in any "no objections" notification contemplated by clause 3.1(a)(1) that is received in connection with the Transaction.

3.3 Waiver of Conditions Precedent

(a) The Conditions Precedent in clauses 3.1(a) (Regulatory approvals), 3.1(b) (Shareholder approval) and 3.1(d) (Court approval) cannot be waived.

(b) The Conditions Precedent in clauses 3.1(f) (No Target Regulated Event), 3.1(g) (No Target Prescribed Occurrence), 3.1(i) (No Target Material Adverse Change) and 3.1(k) (Target Equity Incentives) are for the sole benefit of Bidder and may only be waived by Bidder (in its absolute discretion) in writing.

(c) The Conditions Precedent in clauses 3.1(h) (No Bidder Prescribed Occurrence) and 3.1(j) (No Bidder Material Adverse Change) are for the sole benefit of Target and may only be waived by Target (in its absolute discretion) in writing.

(d) The Conditions Precedent in clauses 3.1(c) (Independent Expert), 3.1(e) (Restraints), 3.1(l) (ASX Quotation), 3.1(m) (NYSE and TSX listing) and 3.1(n) (Securities laws exemptions) and are for the benefit of both parties and may only be waived by written agreement between Bidder and Target (in each case in their respective absolute discretion).

(e) If a party waives the breach or non-satisfaction of any of the Conditions Precedent in clause 3.1, that waiver does not prevent that party from suing the other party for any breach of this deed that resulted in the breach or non-satisfaction of the relevant Condition Precedent.

(f) Waiver of a breach or non-satisfaction in respect of one Condition Precedent does not constitute:

(1) a waiver of breach or non-satisfaction of any other Condition Precedent resulting from the same event; or

(2) a waiver of breach or non-satisfaction of that Condition Precedent resulting from any other event.

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3 Conditions Precedent and pre-implementation steps

3.4 Termination on failure of Condition Precedent

(a) If:

(1) there is an act, a failure to act, an event or an occurrence that would, does, or will prevent any of the Conditions Precedent being satisfied (including, for the avoidance of doubt, if Target Shareholders do not agree to the Scheme at the Scheme Meeting by the requisite majorities);

(2) there is an act, a failure to act, an event or an occurrence that would, does, or will prevent any of the Conditions Precedent being satisfied by the earlier of (i) the time and date specified in this deed for the satisfaction of that Condition Precedent; and (ii) the End Date; or

(3) a Condition Precedent is otherwise not satisfied by the earlier of (i) the time and date specified in this deed for the satisfaction of that Condition Precedent; and (ii) the End Date, and the breach or non-fulfilment of the relevant Condition Precedent that has occurred or would otherwise occur has not been or cannot be waived in accordance with clause 3.3;

then either party may give the other party written notice (Consultation Notice) within 5 Business Days after a relevant notice being given under clause 3.5(b) and the parties then must consult in good faith to:

(4) consider and, if agreed, determine, whether the Transaction may proceed by way of alternative means or methods;

(5) consider changing and, if agreed, change, the date of the application made to the Court for an order under paragraph 411(4)(b) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed to in writing by Bidder and Target (being a date no later than 5 Business Days before the End Date); or

(6) consider extending and, if agreed, extend, the time and date specified in this deed for the satisfaction of that Condition Precedent or the End Date (as applicable),

respectively.

(b) If the Condition Precedent referred to in clause 3.4(a) is the Condition Precedent in clause 3.1(g) (No Target Prescribed Occurrence) or 3.1(f) (No Target Regulated Event), the Bidder may immediately terminate this deed by giving written notice to Target without any liability to the Target because of that termination (and, for the avoidance of doubt, the consultation obligations in clause 3.4(a) will not apply).

(c) If the Condition Precedent referred to in clause 3.4(a) is the Condition Precedent in 3.1(h) (No Bidder Prescribed Occurrence), the Target may immediately terminate this deed by giving written notice to the Bidder without any liability to the Bidder because of that termination (and, for the avoidance of doubt, the consultation obligations in clause 3.4(a) will not apply).

(d) Subject to clauses 3.4(e), 3.4(f) and 3.4(g), if the parties are unable to reach agreement under clause 3.4(a)(1) within 5 Business Days after the date on which the Consultation Notice is given, then, unless:

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3 Conditions Precedent and pre-implementation steps

(1) the relevant Condition Precedent has been waived in accordance with clause 3.3; or

(2) the party, or in the case of clause 3.3(d), each party, entitled to waive the relevant Condition Precedent in accordance with clause 3.3 confirms in writing to the other party that it will not rely on the event or occurrence that would or does prevent the relevant Condition Precedent from being satisfied, or would mean the relevant Condition Precedent would or will not otherwise be satisfied,

either party may terminate this deed without any liability to the other party because of that termination. For the avoidance of doubt, nothing in this clause 3.4(d) affects the obligation of Target to pay the Reimbursement Fee, or the obligation of Bidder to pay the Reverse Reimbursement Fee, if it is required to do so under clause 12 or 13.

(e) A party may not terminate this deed pursuant to clause 3.4(d) if:

(1) the relevant occurrence or event, the failure of the Condition Precedent to be satisfied, or the failure of the Scheme to become Effective, arises out of a breach of clauses 3.2 or 3.5 by that party, although in such circumstances the other party may still terminate this deed;

(2) the relevant Condition Precedent is stated in clause 3.3 to be for the sole benefit of the other party; or

(3) in the case of the Target, and where the relevant Condition Precedent is the Condition Precedent in clause 3.1(c) (Independent Expert), the Independent Expert concludes in the Independent Expert's Report (or any update of, or revision, amendment or supplement to, that report) that the Scheme is not in the best interest of Target Shareholders wholly or partly due to the existence, announcement or publication of a Competing Proposal.

(f) If the Condition Precedent in clause 3.1(b) (Shareholder approval) is not satisfied only because of a failure to obtain the majority required by sub-subparagraph 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other within 3 Business Days after the date of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to the Court's discretion in that sub-subparagraph, provided the party has, in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. If approval is given, the Condition Precedent in clause 3.1(b) (Shareholder approval) is deemed to be satisfied for all purposes.

(g) If the Court refuses to make an order approving the Scheme which satisfies the Condition Precedent in clause 3.1(d):

(1) Bidder and Target must consult with each other in good faith as to whether to appeal the Court's decision;

(2) Target may, and at Bidder's written request Target must, appeal the Court's decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in their view, an appeal would have negligible prospects of success before the End Date);

(3) if any such appeal is undertaken at the request of Bidder, Bidder will bear Target's reasonable external legal costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree in writing. If any such appeal is undertaken by Target without the prior request from Bidder, Target will bear Bidder's reasonable external legal costs of the appeal unless the parties otherwise agree in writing; and

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(4) each party must not oppose an appeal brought, or requested, by the other party contemplated by clause 3.4(g) and the parties must use their best endeavours to agree in good faith to the appointment of a Senior Counsel to appear for Target on any such appeal. If the parties are unable to agree the appointment of a Senior Counsel to appear for Target on any such appeal after a reasonable period of consultation having regard to the circumstances, Target will make the final determination as to the Senior Counsel to be appointed to appear for Target in the relevant appeal.

3.5 Certain notices relating to Conditions Precedent

If a party becomes aware of:

(a) the satisfaction of a Condition Precedent or of any material progress towards such satisfaction; or

(b) the happening of an event or occurrence that would, does, will, or would reasonably be likely to:

(1) prevent a Condition Precedent being satisfied; or

(2) mean that any Condition Precedent will not otherwise be satisfied,

before the time and date specified for its satisfaction (or being satisfied by the End Date, if no such time and date is specified) or such Condition Precedent is not otherwise satisfied by that time and date (including, for the avoidance of doubt, if Target Shareholders do not agree to the Scheme at the Scheme Meeting by the requisite majorities),

it must advise the other by notice in writing, as soon as reasonably possible (and in any event within the earlier of (i) 2 Business Days and (ii) the earlier of the time and date specified in this deed for the satisfaction of that Condition Precedent and the End Date).

3.6 Further notice in certain circumstances

Target and Bidder (as the case may be) must promptly advise each other, in writing, of any fact, matter, change, event or circumstance causing, or which, so far as can reasonably be foreseen, would cause:

(a) a representation or warranty provided in this deed by the relevant party to be false;

(b) a breach or non-satisfaction of any of the Conditions Precedent; or

3.7 Extension of End Date

If the Conditions Precedent in clause 3.1(a) (Regulatory approvals) has not been satisfied or waived before the date that is 10 Business Days before the date that is set out in item 1 of the definition of End Date, the Target or Bidder may extend the End Date by one month by written notice to the other party.

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4.1 Scheme

Target must propose the Scheme to Target Shareholders on and subject to the terms and conditions of this deed and the scheme.

4.2 Scheme Consideration

(a) The parties acknowledge that each Scheme Shareholder will be entitled to receive the Scheme Consideration in respect of each Scheme Share held by that Scheme Shareholder in accordance with the terms of this deed and the Scheme.

(b) Subject to clause 4.2(c), 4.2(d) and 4.3 and the terms of the Scheme, Bidder undertakes and warrants to Target (in its own right and separately as trustee on behalf of the Scheme Shareholders) that, in consideration of the transfer of each Target Share held by a Scheme Shareholder under the terms of the Scheme, on the Implementation Date, Bidder or Bidder Sub (if applicable) will accept that transfer and Bidder will provide to each Scheme Shareholder the Scheme Consideration for each Scheme Share in accordance with the terms of this deed and the Scheme.

(c) Where the calculation of the number of New Bidder Shares or New Bidder CDIs to be issued to a particular Scheme Shareholder would result in the Scheme Shareholder becoming entitled to a fraction of a New Bidder Share or a New Bidder CDI, the fractional entitlement will be rounded down to the nearest whole number of New Bidder Shares or New Bidder CDIs (as applicable).

(d) If Target considers that two or more Scheme Shareholders, each of which holds a holding of Target Shares which results in a fractional entitlement to New Bidder Shares or New Bidder CDIs have, before the Scheme Record Date, been party to a shareholding splitting or division in an attempt to obtain an advantage by reference to the rounding provided for in the calculation of each Scheme Shareholder's entitlement to the Scheme Consideration, Target must provide the relevant details of the relevant Scheme Shareholders to Bidder, and Bidder and Target may give notice to those Scheme Shareholders:

(1) setting out the names and registered addresses of all of them;

(2) stating that opinion; and

(3) attributing to one of them specifically identified in the notice the Target Shares held by all of them,

and, after the notice has been so given, the Scheme Shareholder specifically identified in the notice shall, for the purposes of this Scheme, be taken to hold all those Target Shares and each of the other Scheme Shareholders whose names are set out in the notice shall, for the purposes of this Scheme, be taken to hold no Target Shares.

4.3 Scheme Consideration election mechanism

(a) Target must ensure that an Election Form is made available to all Target Shareholders (other than Ineligible Foreign Shareholders).

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(b) The Election Form must include the matters set out in the Scheme and must otherwise be in a form agreed by the parties in writing.

4.4 Ineligible Foreign Shareholders

(a) Bidder must ensure that the New Bidder Shares to which an Ineligible Foreign Shareholder would otherwise have been entitled will be issued to a nominee appointed by Bidder and Bidder must procure that the nominee:

(1) as soon as reasonably practicable after the Implementation Date (and in any event within 15 Business Days after the Implementation Date) sells or procures the sale of all of the New Bidder Shares issued to the nominee pursuant to this clause 4.4(a) in the ordinary course of trading on the TSX or NYSE and in such manner, at such price and on such other terms as the nominee reasonably determines; and

(2) as soon as reasonably practicable after settlement of the sale of all of the New Bidder Shares (and in any event within 15 Business Days) remits to Bidder the proceeds of sale (after deducting any reasonable brokerage or other selling costs, taxes and charges) (Net Cash Proceeds).

(b) Promptly after receipt from the nominee of the Net Cash Proceeds in accordance with clause 4.4(a)(2), Bidder will pay to each Ineligible Foreign Shareholder an amount equal to the proportion of the Net Cash Proceeds to which that Ineligible Foreign Shareholder is entitled in full satisfaction of the Ineligible Foreign Shareholder's entitlement to the relevant New Bidder Shares.

(c) Bidder must appoint the nominee on terms reasonably acceptable to Target at least five Business Days before the date of the Scheme Meeting.

4.5 Excluded Target Shareholders

(a) Bidder represents that any Bidder Group Member who holds Target Shares on the Scheme Record Date consents to be excluded from the operation of the Scheme.

(b) If any Bidder Group Member holds or acquires any Target Shares after the date of this deed, Bidder must notify Target in writing of such acquisition and the relevant Bidder Group Member, and that entity will not be a "Scheme Shareholder" for the purposes of this deed and will be excluded from the operation of the Scheme.

4.6 Australian Tax roll-over

(a) Bidder acknowledges that each Scheme Shareholder who holds Target Shares on capital account is expected to seek roll-over relief under subdivision 124-M of the Tax Act, to the extent permitted under the Tax Act.

(b) Bidder represents, warrants and undertakes that it will not make a choice to deny roll-over relief to the Scheme Shareholders under subsection 124-795(4) of the Tax Act, and that if Bidder nominates Bidder Sub to acquire the Scheme Shares in accordance with clause 2(d):

(1) Bidder, as the issuer of the New Bidder Shares or shares underpinning New Bidder CDIs, will be the ultimate holding company (as that term is defined in the Tax Act) of a wholly-owned group (as that term is defined in the Tax Act) of which Bidder Sub is a member; and

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(2) no member of the wholly-owned group (as that term is defined in the Tax Act) of which Bidder Sub is a member will issue equity (except the New Bidder Shares or shares underpinning New Bidder CDIs) or new debt to an entity under the arrangement for the acquisition of the Scheme Shares:

(A) to an entity that is not a member of the wholly-owned group of which Bidder Sub is a member; and

(B) in relation to the issue of the New Bidder Shares or shares underpinning New Bidder CDIs.

4.7 Class Ruling

(a) Bidder acknowledges that Target may choose to seek a class ruling from the Australian Taxation Office (Class Ruling) confirming the tax treatment of the Scheme, including the availability of scrip-for-scrip rollover in relation to the Scheme.

(b) In respect of the Class Ruling:

(1) Target must provide a draft of the request for a Class Ruling within 10 Business Days before the proposed submission date to the Australian Taxation Office to Bidder for review;

(2) Target must consider in good faith any reasonable comments from Bidder on any request for a Class Ruling and that are provided within 5 Business Days of receiving the draft request for a Class Ruling; and

(3) each party must (at its own cost) promptly provide the other party with such assistance and information as may reasonably be requested by the other party for the purposes of obtaining the Class Ruling.

(c) Notwithstanding any obligations of confidentiality between the parties, the Target is permitted to take all steps reasonably necessary to obtain a Class Ruling.

4.8 U.S. Securities Law Matters

(a) The parties agree that the Scheme shall be carried out with the intention that, and must use their commercially reasonable efforts to ensure that, all New Bidder Shares and New Bidder CDIs to be issued under the Scheme will be offered and sold by Bidder in transactions exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Bidder's compliance with other U.S. securities laws, the parties agree that:

(1) before the commencement of the hearing on the First Court Date, the Court shall be advised of the intention of Bidder and the Target to rely on the exemption from registration requirements provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of New Bidder Shares and New Bidder CDIs to Scheme Shareholders and holders of Target Equity Incentives pursuant to the Scheme, based on the Court's approval of the Scheme; and

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(2) the Scheme Booklet will include a statement to substantially the effect that the New Bidder Shares and New Bidder CDIs to be issued pursuant to the Scheme have not been registered under the U.S. Securities Act and shall be issued by Bidder in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and that certain restrictions on resale under U.S. securities laws, including Rule 144 under the U.S. Securities Act, may be applicable with respect to securities issued to holders that are (or have been in the 90 days immediately prior to the issuance of the New Bidder Shares and the New Bidder CDIs) affiliates (as defined in Rule 405 of the U.S. Securities Act) of Bidder.

4.9 Provision of Target Share information

(a) In order to facilitate the provision of the Scheme Consideration, Target must provide, or procure the provision of, to Bidder or a nominee of Bidder:

(1) reasonable written updates of the Scheme Consideration elections that have been received in the period up to the Scheme Record Date;

(2) written details of the final Scheme Consideration elections made by each Scheme Shareholder, within one Business Day after the Scheme Record Date; and

(3) a complete copy of the Target Share Register as at the Scheme Record Date (which must include the name, Registered Address and registered holding of each Scheme Shareholder as at the Scheme Record Date), within one Business Day after the Scheme Record Date.

(b) The details and information to be provided under clause 4.9(a) must be provided in such form as Bidder or a nominee of the Bidder may reasonably require.

4.10 Target Equity Incentives

Despite any other provision of this deed:

(a) subject to clause 4.10(b), the parties agree that the Target Equity Incentives will be treated in the manner agreed between the parties in writing on or around the date of this deed; and

(b) Target must ensure that all Target Equity Incentives which are not Target Shares have either lapsed or vested and if applicable, been exercised and converted into Target Shares such that there are no outstanding Target Equity Incentives which are not Target Shares on issue as at the Scheme Record Date.

4.11 Option Scheme

(a) Target must propose the Option Scheme under which all outstanding Target Options will be transferred to Bidder and each Scheme Optionholder will be entitled to receive the Option Scheme Consideration.

(b) Bidder will execute the Option Scheme Deed Poll in which it undertakes in favour of each Scheme Optionholder that it will, subject to the Scheme and the Option Scheme becoming Effective, pay the Option Scheme Consideration.

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(d) The Option Scheme must be proposed, conducted and implemented by Target concurrently with the Scheme.

4.12 No amendment to Option Scheme without consent

Target must not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of, the Option Scheme without the prior written consent of Bidder, such consent not to be unreasonably withheld or delayed.

4.13 Option Scheme Consideration

(a) The parties acknowledge that each Scheme Optionholder will be entitled to receive the Option Scheme Consideration in respect of each Scheme Option held by that Scheme Optionholder in accordance with and subject to the terms and conditions of this deed and the Option Scheme.

(b) Bidder undertakes and warrants to Target (in its own right and separately as trustee on behalf of the Scheme Optionholders) that, in consideration for the transfer of the Scheme Options to Bidder under the terms of the Option Scheme, on the Option Scheme Implementation Date, Bidder will provide the Option Scheme Consideration.

4.14 Application of this deed to Option Scheme

To the extent that the parties have obligations in respect of the Scheme under this deed, the parties have the same obligations in respect of the Option Scheme, as applicable and as reasonably required to propose, recommend, conduct and implement the Option Scheme (including, for the avoidance of doubt, the obligations under clauses 5.9 and 11).

5 Implementation

5.1 Timetable

(a) Subject to clause 5.1(b), the parties must each use best endeavours to:

(1) comply with their respective obligations under this clause 5.1; and

(2) take all necessary steps to propose and implement the Transaction,

in accordance with the Timetable.

(b) Failure by a party to meet any timeframe or deadline set out in the Timetable will not constitute a breach of clause 5.1(a) to the extent that such failure is due to circumstances and matters outside the party's control.

(c) Each party must keep the other informed about their progress against the Timetable and notify each other if it believes that any of the dates in the Timetable are not achievable.

(d) To the extent that any of the dates or timeframes set out in the Timetable become not achievable due to matters outside of a party's control, the parties will consult in good faith to agree to any necessary extension to ensure such matters are completed within the shortest possible timeframe.

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5.2 Target's obligations

Target must take all necessary steps to implement the Scheme as soon as is reasonably practicable and, without limiting the foregoing, (i) use best endeavours to ensure that each step in the Timetable is met by the relevant date set out beside that step (and must consult with Bidder on a regular basis about its progress in that regard), (ii) do any acts it is authorised and able to do on behalf of Target Shareholders, and (iii) do each of the following:

(a) preparation of Scheme Booklet: prepare and despatch the Scheme Booklet in accordance with all applicable laws (including the Corporations Act and the Corporations Regulations), RG 60, applicable Takeovers Panel guidance notes and the Listing Rules;

(b) directors' recommendation: include in the Scheme Booklet a statement by the Target Board:

(1) unanimously recommending that Target Shareholders vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert concluding and continuing to conclude that the Scheme is in the best interest of Target Shareholders; and

(2) that each Target Board Member will (subject to the same qualifications as set out in clause 5.2(b)(1)) vote, or procure the voting of, any Director Target Shares in favour of the Scheme at the Scheme Meeting,

unless there has been a change of recommendation permitted by clause 5.9;

(1) an indication of intent letter stating that it does not intend to appear before the Court on the First Court Date; and

(2) a statement under paragraph 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme;

(d) Court direction: apply to the Court for orders pursuant to subsection 411(1) of the Corporations Act directing Target to convene the Scheme Meeting;

(e) Scheme Meeting: convene the Scheme Meeting to seek Target Shareholders' agreement to the Scheme in accordance with the orders made by the Court pursuant to subsection 411(1) of the Corporations Act, and must not adjourn or postpone the Scheme Meeting or request the Court to adjourn or postpone the Scheme Meeting in either case without using best endeavours to seek the prior written approval of Bidder (such approval not to be unreasonably withheld or delayed)

(f) Court documents: consult with Bidder in relation to the content of the documents required for the purpose of each of the Court hearings held for the purpose of subsection 411(1) and paragraph 411(4)(b) of the Corporations Act in relation to the Scheme (including originating process, affidavits, submissions and draft minutes of Court orders) and consider in good faith, for the purpose of amending drafts of those documents, comments from Bidder and its Related Persons on those documents;

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(g) Court approval: if the Scheme is approved by Target Shareholders under subparagraph 411(4)(a)(ii) of the Corporations Act and it can reasonably be expected that all of the Conditions Precedent (other than the Conditions Precedent in clauses 3.1(d) and 3.1(n)) will be satisfied or waived in accordance with this deed before 8.00am on the Second Court Date, apply to the Court for orders approving the Scheme as agreed to by the Target Shareholders at the Scheme Meeting;

(h) certificate: at the hearing on the Second Court Date provide to the Court:

(1) a certificate (signed for and on behalf of Target) in the form of a deed (substantially in the form set out in Attachment 6) confirming whether or not the Conditions Precedent (other than the Conditions Precedent in clauses 3.1(d) and 3.1(n)) have been satisfied or waived in accordance with this deed, a draft of which certificate must be provided by Target to Bidder by 4.00pm on the date that is two Business Days prior to the Second Court Date; and

(2) any certificate provided to it by Bidder pursuant to clause 5.3(i);

(i) lodge copy of Court order: lodge with ASIC an office copy of the Court order in accordance with subsection 411(10) of the Corporations Act approving the Scheme by no later than the Business Day after the date on which the Court order was made (or such later date as agreed in writing by Bidder);

(j) Scheme Consideration: if the Scheme becomes Effective, finalise and close the Target Share Register as at the Scheme Record Date, and determine entitlements to the Scheme Consideration, in accordance with the Scheme and the Deed Poll;

(k) transfer and registration: if the Scheme becomes Effective and subject to Bidder having issued the Scheme Consideration in accordance with the Scheme and Deed Poll:

(1) execute, on behalf of Scheme Shareholders, instruments of transfer of the Scheme Shares to Bidder or Bidder Sub (if applicable); and

(2) register all transfers of the Scheme Shares to Bidder or Bidder Sub (if applicable) on the Implementation Date;

(l) consultation with Bidder in relation to Scheme Booklet: consult with Bidder as to the content and presentation of the Scheme Booklet including:

(1) providing to Bidder successive drafts of the Scheme Booklet and the Independent Expert's Report (including any updates, revisions, or amendments for such report or any supplementary report) for the purpose of enabling Bidder to review and comment on those draft documents. In relation to the Independent Expert's Report, Bidder's review is to be limited to a factual accuracy review;

(2) jointly, with the Bidder, preparing the Merged Group Information for inclusion in the Scheme Booklet;

(3) taking all comments made by Bidder into account in good faith when producing a revised draft of the Scheme Booklet;

(4) providing to Bidder a revised draft of the Scheme Booklet within a reasonable time, and in any case within 5 Business Days, before the Regulator's Draft is finalised and to enable Bidder to review the Regulator's Draft before the date of its submission;

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(5) obtaining written consent (not to be unreasonably conditioned, withheld or delayed provided that Target otherwise complies with this clause 5.2(l)) from Bidder for the form and content in which the Bidder Information and the Merged Group Information (except to the extent the information applies to the Target) appears in the Scheme Booklet and not lodge the Scheme Booklet with ASIC until such consent is obtained and not use the Bidder Information for any purpose other than those expressly contemplated or expressly permitted by this deed or the Scheme;

(6) before the Scheme Booklet is lodged with the Court, confirming in writing to Bidder that the Target Information in the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement; and

(m) information: provide all necessary information, and procure that the Target Registry provides all necessary information, in each case in a form reasonably requested by Bidder, about the Scheme, the Scheme Shareholders and Target Shareholders to Bidder and its Related Persons, which Bidder reasonably requires in order to:

(1) prepare the information regarding the Merged Group for inclusion in the Scheme Booklet;

(2) understand the legal and beneficial ownership of Target Shares, and proxy appointments and directions received by Target prior to the Scheme Meeting;

(3) facilitate the provision of the Scheme Consideration and to otherwise enable Bidder and Bidder Sub (if applicable) comply with the terms of this deed, the Scheme and the Deed Poll, including for the avoidance of doubt to enable Bidder and Bidder Sub (if applicable) to use its best endeavours to satisfy clause 3.1(l) (ASX Quotation); where

Target must comply with any reasonable request of Bidder for Target to give directions to Target Shareholders pursuant to Part 6C.2 of the Corporations Act from time to time for one of the purposes referred to in (1) or (2) above;

(n) lodgement of Regulator's Draft: as soon as practicable, but by no later than 14 days before the First Court Date, provide the Regulator's Draft to ASIC for its review for the purposes of subsection 411(2) of the Corporations Act, and provide a copy of the Regulator's Draft to Bidder as soon as practicable thereafter;

(o) ASIC and ASX review of Scheme Booklet: keep Bidder informed of any matters raised by ASIC or ASX in relation to the Scheme Booklet or the Transaction (other than non-substantive administrative or logistical communications), and use best endeavours to take into consideration any comments made by Bidder in relation to any such matters raised by ASIC or ASX (provided that where those matters relate to Bidder Information or Merged Group Information, Target must not take any steps to address or resolve them without Bidder's prior written consent (which consent must not be unreasonably withheld, conditioned or delayed));

(p) registration of Scheme Booklet: take all reasonable measures within its control to cause ASIC to register the Scheme Booklet under subsection 412(6) of the Corporations Act;

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(q) representation: procure that it is represented by counsel at the Court hearings convened for the purposes of subsection 411(1) and paragraph 411(4)(b) of the Corporations Act;

(r) Independent Expert: promptly:

(1) appoint the Independent Expert and provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert's Report for inclusion in the Scheme Booklet (including any updates, revisions or amendments to such report or any supplementary report) and any other materials to be prepared by the Independent Expert for inclusion in the Scheme Booklet (including any updates, revisions or amendments thereto or any supplementary report); and

(2) provide Bidder with a copy of any final report received from the Independent Expert (and any updates, revisions or amendments to such report or any supplementary report).

(s) assistance: up to the Implementation Date and subject to obligations of confidentiality owed to third parties and undertakings to Government Agencies, provide Bidder and its Related Persons with reasonable access during normal business hours to information and personnel of the Target Group that Bidder reasonably requests for the purpose of collation and provision of the Bidder Information and implementation of the Transaction;

(t) compliance with laws: do everything reasonably within its power to ensure that the Transaction is effected in accordance with all applicable laws and regulations, including ensuring that the New Bidder Shares and the New Bidder CDIs to be issued pursuant to the Scheme are offered and sold in transactions exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof;

(u) listing: subject to clause 5.2(x), not do anything to cause Target Shares to cease being quoted on ASX or to become permanently suspended from quotation prior to implementation of the Transaction unless Bidder has agreed in writing;

(v) update Scheme Booklet: until the date of the Scheme Meeting, promptly update or supplement the Scheme Booklet with, or where appropriate otherwise inform the market by way of announcement of, any information that arises after the Scheme Booklet has been despatched that is necessary to ensure that the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement, and seek the Court's approval for the despatch of any updated or supplementary Scheme Booklet. Target must consult with Bidder as to the content and presentation of the updated or supplementary Scheme Booklet, or the market announcement, in the manner contemplated by clause 5.2(l);

(w) Merged Group information: prepare and promptly provide to Bidder any information regarding the Target Group that Bidder reasonably requires in order to prepare the information regarding the Merged Group for inclusion in the Scheme Booklet; and

(x) suspension of trading: apply to ASX to suspend trading in Target Shares with effect from the close of trading on the Effective Date.

(y) application for de-listing: apply to ASX for the cancellation of admission to trading of the Target Shares on ASX, which cancellation is to take effect from the later of the Business Day after the Implementation Date and the Business Day after the date on which all transfers of Scheme Shares have been duly registered in accordance with the Scheme;

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(z) other things necessary: promptly do all other things contemplated by or necessary to give effect to the Scheme and the orders of the Court approving the Scheme in accordance with all applicable laws and regulations subject to the terms of this deed;

(aa) proxy solicitation: in consultation with Bidder, undertake reasonable shareholder engagement and proxy solicitation actions so as to promote the merits of the Transaction and encourage Target Shareholders to vote on the Scheme in accordance with the recommendation of the Target Board, subject to applicable law and policy; and

(bb) ASX Quotation: provide reasonable assistance to Bidder to prepare all documents required by ASX to apply for ASX Quotation;

(cc) proxy information: upon request by Bidder made prior to commencement of the Scheme Meeting, inform Bidder of the total number of proxy votes received by Target:

(1) to vote in favour of the Scheme;

(2) to vote against the Scheme;

(3) to abstain from voting on the Scheme; and

(4) where the proxy may vote at the proxy's discretion.

5.3 Bidder's obligations

Bidder must take all necessary steps to implement the Scheme as soon as is reasonably practicable and, without limiting the foregoing, must (i) use all best endeavours to ensure that each step in the Timetable is met by the date set out beside that step (and must consult with Target on a regular basis about its progress in that regard), and (ii) do each of the following:

(a) Bidder Information and Merged Group Information: subject to clause 5.2(m) and 5.2(w), prepare and provide to Target the Bidder Information, and jointly prepare the Merged Group Information with the Target, for inclusion in the Scheme Booklet, in accordance with all applicable laws (including the Corporations Act and the Corporations Regulations), RG 60, applicable Takeovers Panel guidance notes and the Listing Rules, and consent to the inclusion of that information (other than any information provided by Target to Bidder or obtained from Target's public announcements on ASX regarding the Target Group contained in, or used in the preparation of, the information regarding the Merged Group) in the Scheme Booklet;

(b) Scheme Booklet and Court documents: provide reasonable assistance or information reasonably requested by Target in connection with preparation of the Scheme Booklet (including any updated or supplementary Scheme Booklet) and any documents required to be filed with the Court in respect of the Scheme, review the drafts of the Scheme Booklet (including any updated or supplementary Scheme Booklet) prepared by Target and provide comments on those drafts promptly and in good faith;

(c) Independent Expert's Report: subject to the Independent Expert entering into arrangements with Bidder including in relation to confidentiality in a form reasonably acceptable to Bidder, provide any assistance or information reasonably requested by Target or by the Independent Expert in connection with the preparation of the Independent Expert's Report to be sent together with the Scheme Booklet;

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(d) representation: procure that it is represented by counsel at the Court hearings convened for the purposes of subsection 411(1) and paragraph 411(4)(b) of the Corporations Act;

(e) Deed Poll: by no later than the Business Day prior to the First Court Date, execute and deliver to Target the Deed Poll and to the extent applicable, procure that Bidder Sub will execute and deliver to Target the Deed Poll;

(f) accuracy of Bidder Information: confirm in writing to Target that the Bidder Information and the Merged Group Information in the Scheme Booklet (other than any information regarding the Target Group contained in, or used in the preparation of, the information regarding the Merged Group) does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement;

(g) share transfer: if the Scheme becomes Effective, Bidder must (or, to the extent applicable, procure that Bidder Sub):

(1) accepts a transfer of the Scheme Shares as contemplated by clause 4.2(b); and

(2) executes instruments of transfer in respect of the Scheme Shares;

(h) Scheme Consideration: if the Scheme becomes Effective, provide or procure the provision of, by or on behalf of, Bidder, the Scheme Consideration in the manner and amount contemplated by clause 4 and the terms of the Scheme and the Deed Poll;

(i) certificate: before the commencement of the hearing on the Second Court Date provide to Target for provision to the Court at that hearing a certificate (signed for and on behalf of Bidder and, to the extent applicable, Bidder Sub) in the form of a deed (substantially in the form set out in Attachment 6) confirming whether or not the Conditions Precedent (other than the Conditions Precedent in clauses 3.1(d) and 3.1(n)) have been satisfied or waived in accordance with this deed, a draft of which certificate must be provided by Bidder to Target by 4.00 pm on the date that is two Business Days prior to the Second Court Date;

(j) update Bidder Information: until the date of the Scheme Meeting, promptly provide to Target any information that arises after the Scheme Booklet has been despatched that is necessary to ensure that the Bidder Information and/or the Merged Group Information (as applicable) contained in the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement;

(k) NYSE and TSX approvals: ensure the New Bidder Shares have been approved for listing, and shall be listed, on NYSE and conditionally approved for listing on the TSX, subject only to official notice of issuance and customary listing conditions, as applicable;

(l) ASX Quotation: prepare all documents required by ASX to apply for ASX Quotation and use its best endeavours to ensure that the New Bidder CDIs will be listed for quotation on the official list of ASX (subject to customary conditions) as soon as possible after the Effective Date and that trading in the New Bidder CDIs commences:

(1) from the Business Day after the Scheme becomes Effective (or such later date as ASX requires) on a deferred settlement basis; and

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(2) no later than the Business Day after the Implementation Date (or such later date as ASX requires) on an ordinary (T+2) settlement basis;

(m) Class ruling: provide Target with such assistance and information as may reasonably be requested by Target for the purposes of obtaining from the ATO a Class Ruling in a form reasonably acceptable to Target; and

(n) Compliance with laws: do everything reasonably within its power to ensure that the Transaction is effected in accordance with all applicable laws and regulations, including ensuring that the New Bidder Shares and the New Bidder CDIs to be issued pursuant to the Scheme are offered and sold in transactions exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.

5.4 Bidder Sub's obligations

To the extent Bidder exercises its rights under clause 2(d) to nominate a Bidder Sub, then Bidder must procure that Bidder Sub:

(a) Deed Poll: by no later than the Business Day prior to the First Court Date, execute and deliver to Target the Deed Poll;

(b) share transfer: if the Scheme becomes Effective:

(1) accept a transfer of the Scheme Shares as contemplated by clause 4.2(b); and

(2) execute instruments of transfer in respect of the Scheme Shares,

and

(c) Scheme Consideration: if the Scheme becomes Effective, provide or procure the provision of the Scheme Consideration in the manner and amount contemplated by clause 4.2 and the terms of the Scheme and Deed Poll.

5.5 Conduct of business - Target

(a) Subject to clause 5.5(b), during the Exclusivity Period, and without limiting any other obligations of Target under this deed, Target must:

(1) conduct its businesses and operations, and must cause each other Target Group Member to conduct its respective business and operations, in the ordinary and usual course consistent with the manner in which each such business and operations have been conducted in the 12-month period prior to the date of this deed and otherwise in a manner consistent with the business plans and budgets Fairly Disclosed to the Bidder prior to the date of this deed (subject to changes in business composition and seasonal conditions);

(2) keep Bidder informed of any material developments concerning the conduct of its business;

(3) not enter into any line of business or other activities in which the Target Group is not engaged as of the date of this deed;

(4) in all material respects, comply with all relevant laws, including the Listing Rules and any Authorisations;

(5) provide regular updates on the financial affairs of the Target Group, including the provision of Target Group's monthly management accounts in accordance with clause 6.1(a)(4);

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(6) use its best endeavours to ensure that no Target Prescribed Occurrence and no Target Regulated Event occurs; and

(7) ensure that Bidder is promptly notified in writing (with reasonable details) of any:

(A) material breach, default or termination notices under Material Contracts or Authorisations (or any threats to give such notice);

(B) resignations, changes or proposed changes to senior management of the Target;

(C) actual claim (including litigation or other proceedings) by a third party that directly or indirectly relates to the conduct of the Target Group and could give rise to material liability on the part of any Target Group Member (taken in the context of the Target Group as a whole); and

(D) notices or correspondence from or to any Government Agency in respect of any alleged breach of applicable law, regulation, administrative order or in respect of any investigation that relates to the conduct of the Target Group and that, in each case, could give rise to potential liability on the part of any Target Group Member;

(8) procure that each other Target Group Member uses best endeavours, to:

(A) preserve and maintain the value the businesses and assets of the Target Group;

(B) keep available the services of the directors, officers and senior management;

(C) maintain and preserve their relationships with Government Agencies and material customers, material suppliers and others having business dealings with any Target Group Member (including, using all best endeavours to obtain consents from third parties to any change of control provisions which Bidder reasonably requests in contracts or arrangements to which a member of the Target Group is a party); and

(D) ensure that there is no occurrence within their control that would constitute or be likely to constitute a Target Material Adverse Change;

(b) Nothing in clause 5.5(a) restricts the ability of Target to take any action:

(1) which has been Fairly Disclosed in the Disclosure Materials;

(2) Fairly Disclosed in public announcements issued by the Target to the ASX in the 12 months prior to the date of this Deed (excluding any risk factor disclosure and disclosure of risks in "forward looking statement" disclaimers that are predictive, forward-looking or primarily cautionary in nature);

(3) which is required by this deed, the Scheme or the Option Scheme;

(4) which has been agreed to in writing by Bidder (which agreement must not be unreasonably withheld or delayed);

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(5) which is required by any applicable law or by a Government Agency (except where that requirement arises as a result of an action by a Target Group Member);

(6) which is undertaken in response to a Competing Proposal as permitted by clause 11; or

(7) which is required to be done to reasonably respond to an emergency or disaster.

(c) From the date of this deed up to and including the Second Court Date, Target will promptly notify Bidder in writing of anything of which it becomes aware that:

(1) makes any material information publicly filed by Target (either on its own account or in respect of any other Target Group Member) to be, or reasonably likely to be, incomplete, incorrect, untrue or misleading in any material respect;

(2) makes any of the Target Representations and Warranties false, inaccurate, misleading or deceptive in any material respect;

(3) would constitute or be likely to constitute a Target Prescribed Occurrence, a Target Regulated Event or a Target Material Adverse Change.

5.6 Conduct of business - Bidder

(a) Subject to clause 5.6(b), from the date of this deed up to and including the Implementation Date, and without limiting any other obligations of Bidder under this deed, Bidder must:

(1) conduct its businesses and operations, and must cause each other Bidder Group Member to conduct its respective business and operations, in the ordinary and usual course consistent with the manner in which each such business and operations have been conducted in the 12-month period prior to the date of this deed and otherwise in a manner consistent with the business plans and budgets Fairly Disclosed to the Target prior to the date of this deed (subject to changes in business composition and seasonal conditions);

(2) ensure that no Bidder Prescribed Occurrence occurs.

(b) Nothing in clause 5.6(a), restricts the ability of Bidder to take any action:

(1) which has been Fairly Disclosed in the Bidder Disclosure Materials;

(2) which has been Fairly Disclosed in an SEC Report or SEDAR Report in 12 months prior to the date of this deed (excluding any risk factor disclosure and disclosure of risks in "forward looking statement" disclaimers that are predictive, forward-looking or primarily cautionary in nature);

(3) which is required by this deed or the Scheme;

(4) which has been agreed to in writing by Target (which agreement must not be unreasonably withheld or delayed);

(5) which is required by any applicable law or by a Government Agency (except where that requirement arises as a result of an action by a Bidder Group Member);

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(6) which is required to be done to reasonably respond to an emergency or disaster; or

(7) in connection with any:

(A) expansion of processing capacity at any Bidder Material Projects;

(B) entering into any royalty agreement, joint venture, farm-in, farm-out or similar arrangement with respect to the Bidder Material Projects, provided that any such agreement or arrangement would not have a financial impact on the Bidder Group of US$100,000,000 or more;

(C) entry into any offtake agreement with respect to the Bidder Material Projects, provided that if there is an offtake agreement that Bidder proposes to enter which would have a financial impact on the Bidder Group of US$100,000,000 or more, Bidder must use best endeavours to provide reasonable notice to Target and consult in good faith as to whether to enter into such offtake agreement;

(D) development of the Bidder's radioisotopes business; or

(E) acquisition of, or entry into any agreements or submit any proposal or offer to acquire, any other business in the uranium, rare earth element or heavy mineral sands industries (including by way of takeover bid, scheme of arrangement, sale or purchase of securities or assets, by entry into any joint venture, co-operation, co-development, consortium, partnership or similar agreement), provided that any such agreement, proposal, or offer would not have a financial impact on the Bidder Group of US$1,000,000,000 or more;

(F) development, joint venture, lease, sale or disposal of any properties owned, controlled or operated by the Bidder, provided that any such development, joint venture, lease, sale or disposal would not have a financial impact on the Bidder Group of US$100,000,000 or more;

(G) entering into of any agreement, arrangement, commitment or understanding with a Government Agency in connection with any government support (including by way of government grant, subsidy or other form of funding support);

(H) subject to clauses 5.6(b)(7)(E) and 5.6(b)(7)(G), any debt or equity arrangement, recapitalisation or other funding transaction or arrangement of any kind, provided that any such arrangement or transaction would not have (or be likely to have) a financial impact on the Bidder Group of US$1,000,000,000 or more, or result in Bidder issuing a material number of shares (which exceeds 20% of the number of Bidder Shares on issue as at the date of this deed), or granting an option or other security over such a material number of its shares; or

(I) acquisition of, or entry into any agreements or submit any proposal or offer to acquire, any mineral properties (including by way of takeover bid, scheme of arrangement, sale or purchase of securities or assets, by entry into any joint venture, co-operation, co-development, consortium, partnership or similar agreement).

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5.7 Appointment of directors

Target must, as soon as practicable on the Implementation Date, after the Scheme Consideration has been despatched to Scheme Shareholders in accordance with the terms of the Scheme, take all actions necessary to:

(a) cause the appointment of the nominees of Bidder to the Target Board subject to those nominees having provided a consent to act as directors of the Target (in a form to be agreed between the parties);

(b) ensure that all directors on the Target Board, other than the Bidder nominees:

(1) resign; and

(2) acknowledge in the notice of resignation that each such director has no outstanding claims against the Target or any other Target Group Member; and

(1) resign; and

(2) acknowledge in the notice of resignation that each such director has no outstanding claims against the Target or any other Target Group Member,

and to cause the appointment of nominees of Bidder to those boards, in accordance with all applicable laws and regulations and subject to those nominees having provided a consent to act as directors of the Target and Target's Subsidiaries (as applicable and in a form to be agreed between the parties).

5.8 Change of control consents

As soon as practicable after the date of this deed, Bidder and Target must seek to identify any change of control or similar provisions in leases and material contracts to which any one or more Target Group Member) is a party that may be triggered by, or exercised in response to, the implementation of the Transaction. In respect of those leases and contracts:

(a) Bidder and Target must, each acting reasonably, agree a proposed course of action and will jointly initiate contact with the relevant counterparties to request that they provide any consents required;

(b) each party must use best endeavours to obtain such consents or confirmations as expeditiously as possible, including by providing any information reasonably required by the relevant counterparties (but nothing in this clause requires Bidder or Target to incur material expense);

(c) each party must cooperate with, and provide reasonable assistance to, the other to obtain such consents as expeditiously as possible, including by;

(1) providing any information required; and

(2) making officers and employees available where necessary to meet with counterparties to deal with any issues arising in relation to the relevant consent or waiver.

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5.9 Target Board recommendation

(a) Target represents and warrants to Bidder that, as at the date of this deed, each Target Board Member has confirmed that:

(1) their recommendation in respect of the Scheme is that Target Shareholders vote in favour of the Scheme; and

(2) they intend to vote, or procure the voting of, any Director Target Shares in favour of the Scheme at the Scheme Meeting,

in each case in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent Expert's Report (and continuing to conclude) that the Scheme is in the best interest of Target Shareholders.

(b) Target must procure that the Target Board Members unanimously recommend that Target Shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent Expert's Report (and continuing to conclude) that the Scheme is in the best interest of Target Shareholders, and that the Scheme Booklet include a statement by the Target Board to that effect.

(c) Target must procure that the Target Board collectively, and the Target Board Members individually, do not adversely change, withdraw, adversely modify or adversely qualify its or their recommendation to vote in favour of the Scheme or their intention to vote any Director Target Shares in favour of the Scheme at the Scheme Meeting, unless:

(1) the Independent Expert provides a report to Target (including either the Independent Expert's Report or any update of, or any revision, amendment or supplement to, that report) that concludes that the Scheme is not in the best interest of Target Shareholders;

(2) Target has received a Competing Proposal and the Target Board has determined (in accordance with clause 11.6 after all of Bidder's rights under clause 11.6 have been exhausted) that the Competing Proposal constitutes a Superior Proposal; or

(3) the change, withdrawal, modification or qualification occurs because of a requirement or request by a court or Government Agency that one or more Target Board Members abstain or withdraw from making a recommendation that Target Shareholders vote in favour of the Scheme after the date of this deed;

and Target has complied with its obligations under clause 11.

(d) For the purposes of this clause 5.9, customary qualifications and explanations contained in the Scheme Booklet and any public announcements by Target in relation to a recommendation to vote in favour of the Scheme to the effect that the recommendation is made:

(1) in the absence of a Superior Proposal;

(2) in respect of any public announcement issued before the issue of the Scheme Booklet, 'subject to the Independent Expert concluding in the Independent Expert's Report (and continuing to conclude) that the Scheme is in the best interest of Target Shareholders'; and

(3) in respect of the Scheme Booklet and any public announcements issued at the time of or after the issue of the Scheme Booklet, 'subject to the Independent Expert continuing to conclude that the Scheme is in the best interest of Target Shareholders',

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will not be regarded as a failure to make, or a change, withdrawal, modification or qualification of, a recommendation in favour of the Scheme.

(e) For the purposes of this clause 5.9, a statement to the effect that a specific alternative transaction may be pursued by Target if the Scheme does not proceed will be regarded as a failure to make a recommendation to vote in favour of the Scheme and, if made subsequently, will be regarded as a modification of a recommendation to vote in favour, unless Bidder agrees to the making of such statement.

(f) Without limiting the operation of clause 11 or the preceding provisions of this clause 5.9, if circumstances arise, including the receipt or expected receipt of an unfavourable report from the Independent Expert (including either the Independent Expert's Report or any update of, or any revision, amendment or supplement to, that report) which may lead to any one or more Target Board Members adversely changing, withdrawing, adversely modifying or adversely changing their recommendation to vote in favour of the Scheme, Target must:

(1) immediately notify Bidder of this fact; and

(2) consult with Bidder in good faith for 2 Business Days after the date on which the notice under clause 5.9(f)(1) is given to consider and determine whether there are any steps that can be taken to avoid such a change, withdrawal or variation (as applicable).

(g) Despite anything to the contrary in this clause 5.9, a statement made by Target or the Target Board to the effect that no action should be taken by Target Shareholders pending the assessment of a Competing Proposal by the Target Board or the completion of the matching right process set out in clause 11.6 shall not contravene this clause 5.9.

5.10 Conduct of Court proceedings

(a) Target and Bidder are entitled to separate representation at all Court proceedings affecting the Transaction.

(b) This deed does not give Target or Bidder any right or power to give undertakings to the Court for or on behalf of the other party without that party's written consent.

(c) Target and Bidder must give all undertakings to the Court in all Court proceedings which are reasonably required to obtain Court approval and confirmation of the Transaction as contemplated by this deed.

5.11 Scheme Booklet content and responsibility statements

(a) The Scheme Booklet will contain a responsibility statement to the effect that:

(1) Bidder is responsible for the Bidder Information and the Merged Group Information (other than any information provided by Target to Bidder) contained in the Scheme Booklet; and

(2) Target is responsible for the Target Information contained in the Scheme Booklet and is also responsible for the information contained in the Scheme Booklet provided by Target to Bidder.

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(b) If after 5 Business Days of consultation, Target and Bidder are unable to agree on the form or content of the Scheme Booklet:

(1) where the determination relates to Bidder Information, Bidder will make the final determination as to the form and content of the Bidder Information; and

(2) in any other case, Target will make the final determination as to the form and content of the Scheme Booklet, acting reasonably, provided that, if Bidder disagrees with such final form and content, Target must include a statement to that effect in the Scheme Booklet.

6 Integration

6.1 Access to information - Target

(a) Between (and including) the date of this deed and the Implementation Date, Target must, and must cause each other Target Group Member to, afford to Bidder and its Related Persons reasonable access to:

(1) information, premises and such senior executives during normal business hours of any member of the Target Group as reasonably requested by Bidder, and afford Bidder reasonable co-operation, for the purpose of:

(A) the implementation of the Scheme;

(B) Bidder understanding the Target Group's financial position (including its flow and working capital position), trading performance and management control systems;

(C) Bidder developing and implementing plans for the carrying on of the businesses of the Target Group following implementation of the Scheme;

(D) keeping Bidder informed of material developments relating to the Target Group;

(E) Bidder meeting its obligations under this deed and verifying the Target Representations and Warranties; and

(F) any other purpose agreed in writing between the parties,

(2) copies of any material written correspondence from any Government Agency regarding the Material Projects;

(3) copies of any notices of any claims, investigations, actual or threatened litigation or other legal proceedings with respect to any Material Project having the potential to be material in the context of the relevant project; and

(4) monthly management accounts of the Target and the Target Group prepared in accordance with the Target Group's past practice in the 12 months prior to entry into this deed;

(5) details of any material change in the Target Group's business, financial position or prospects (as a whole),

provided that:

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(6) nothing in this clause 6.1 will require Target to:

(A) provide, or procure the provision of, information concerning Target's directors and management's consideration of the Scheme; or

(B) provide, or procure the provision of, information concerning any actual, proposed or potential Competing Proposal (including directors' and management's consideration of any actual, proposed or potential Competing Proposal);

but this proviso does not limit Target's obligations under clause 11;

(7) nothing in this clause 6.1 will prohibit Target from:

(A) redacting any part of a document or other information concerning the Target Group's business that is, in the reasonable opinion of the Target, commercially or competitively sensitive, including any specific pricing and margin information or customer details; or

(B) restricting access which would result in unreasonable disruptions to Target's business (determined in the reasonable opinion of the Target, acting in good faith);

(8) nothing in this clause 6.1 will require Target to provide, or procure the provision of, information if to do so would or would be reasonably likely to:

(A) breach any obligation of confidentiality owed to a third party or any applicable law (provided that Target must use best endeavours to obtain the consent of a third party in respect of disclosure of information pursuant to this clause 6.1 that is subject to a confidentiality obligation owed to that third party); or

(B) result in a waiver of legal privilege;

(b) Bidder must:

(1) keep all information obtained by it as a result of this clause 6.1 confidential; and

(2) comply with the reasonable requirements of Target in relation to any access granted.

(c) Target must provide, and must cause each other Target Group Member to provide, Bidder and its Related Persons with reasonable access to books and records (including financial reports, audited or otherwise) and use all best endeavours to provide access to the Target Group's auditors and accountants for the sole purpose of preparation of the financial statements (including for the Merged Group) for inclusion in the Scheme Booklet or any investigating accountants' report (and any updates or supplements).

6.2 Access to information - Bidder

(a) Between (and including) the date of this deed and the Implementation Date, Bidder must, and must cause each other Bidder Group Member to, afford to Target and its Related Persons reasonable access to:

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(1) information, premises and such senior executives of any member of the Bidder Group as reasonably requested by Target, and afford Target reasonable co-operation, for the purpose of:

(A) the implementation of the Scheme;

(B) Target understanding the Bidder Group's financial position (including its flow and working capital position), trading performance and management control systems;

(D) any other purpose agreed in writing between the parties,

(2) copies of any notices of any claims, investigations, actual or threatened litigation or other legal proceedings with respect to any Material Project that is material in the context of the relevant project and in the context of the Transaction as a whole;

(3) details of any material change in the Bidder Group's business, financial position or prospects (as a whole) and that is material in the context of the Transaction as a whole;

provided that:

(4) nothing in this clause 6.2 will require Bidder to provide, or procure the provision of, information concerning Bidder's directors and management's consideration of the Scheme;

(5) nothing in this clause 6.2 will prohibit Bidder from:

(A) redacting any part of a document or other information concerning the Bidder Group's business that is, in the reasonable opinion of the Bidder, commercially or competitively sensitive, including any specific pricing and margin information or customer details; or

(B) restricting access which would result in unreasonable disruptions to Bidder's business (determined in the reasonable opinion of the Bidder, acting in good faith);

(6) nothing in this clause 6.2 will require Bidder to provide, or procure the provision of, information if to do so would or would be reasonably likely to:

(A) breach any obligation of confidentiality owed to a third party or any applicable law (provided that Bidder must use best endeavours to obtain the consent of a third party in respect of disclosure of information pursuant to this clause 6.1 that is subject to a confidentiality obligation owed to that third party); or

(B) result in a waiver of legal privilege.

(b) Bidder must:

(1) keep all information obtained by it as a result of this clause 6.1 confidential; and

(2) comply with the reasonable requirements of Bidder in relation to any access granted.

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6.3 Integration Committee

(a) Each party will, as soon as practicable after the date of this deed, notify the other party of its appointees to the Integration Committee.

(b) Without limiting clause 6.1, between (and including) the date of this deed and the Implementation Date, the Integration Committee will:

(1) oversee implementation of the Scheme;

(2) assist Bidder in obtaining an understanding of the operations and conduct of the Target Group's business; and

(3) seek to determine how to best integrate the Target Group's business into the operations of Bidder,

but, for the avoidance of doubt, the Integration Committee is a consultative body only that will make recommendations to the parties.

(c) The parties must use all best endeavours to procure that the Integration Committee meets no less than once a month, commencing on the one month anniversary of the date of this deed.

7 Representations and warranties

7.1 Bidder's representations and warranties

Bidder represents and warrants to Target (in its own right and separately as trustee or nominee for each of the other Target Indemnified Parties) each of the Bidder Representations and Warranties.

7.2 Bidder's indemnity

Bidder agrees with Target (in its own right and separately as trustee or nominee for each of the other Target Indemnified Parties) to indemnify Target and each of the Target Indemnified Parties against any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that Target or any of the other Target Indemnified Parties suffers, incurs or is liable for arising out of any breach of any of the Bidder Representations and Warranties.

7.3 Target's representations and warranties

Target represents and warrants to Bidder (in its own right and separately as trustee or nominee for each of the other Bidder Indemnified Parties) each of the Target Representations and Warranties.

7.4 Target's indemnity

Target agrees with Bidder (in its own right and separately as trustee or nominee for each Bidder Indemnified Party) to indemnify Bidder and each of the Bidder Indemnified Parties from any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that Bidder or any of the other Bidder Indemnified Parties suffers, incurs or is liable for arising out of any breach of any of the Target Representations and Warranties.

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7.5 Qualifications on Target's representations, warranties and indemnities

(a) The Target Representations and Warranties made or given in clause 7.3 and the indemnity in clause 7.4, are each subject to matters that:

(1) have been Fairly Disclosed in the Disclosure Materials;

(2) have been Fairly Disclosed in a public announcement by Target to ASX in the two year period prior to the date of this deed; or

(3) are required by this deed or the Scheme.

(b) Where a Target Representation and Warranty is given 'so far as Target is aware' or with a similar qualification as to Target's awareness or knowledge, Target's awareness or knowledge is limited to and deemed only to include those facts, matters or circumstances of which a Specified Individual is actually aware as at the date of this deed having made reasonable enquiries of the employees directly reporting to that person.

7.6 Qualifications on Bidder's representations, warranties and indemnities

The Bidder Representations and Warranties made or given in clause 7.1 and the indemnity in clause 7.2, are each subject to matters that:

(a) have been Fairly Disclosed in the Bidder Disclosure Materials;

(b) have been Fairly Disclosed in a public announcement by Bidder to NYSE or TSX in the two year period prior to the date of this deed; or

7.7 Survival of representations and warranties

Each representation and warranty in clauses 7.1 and 7.3:

(a) is severable;

(b) survives the termination of this deed; and

(c) is given with the intention that liability under it is not confined to breaches that are discovered before the date of termination of this deed.

7.8 Survival of indemnities

Each indemnity in this deed (including those in clauses 7.2 and 7.4):

(a) is severable;

(b) is a continuing obligation;

(c) constitutes a separate and independent obligation of the party giving the indemnity from any other obligations of that party under this deed; and

(d) survives the termination of this deed.

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7.9 Timing of representations and warranties

Each representation and warranty made or given under clauses 7.1 or 7.3 is given at the date of this deed and repeated continuously thereafter until 8.00am on the Second Court Date unless that representation or warranty is expressed to be given at a particular time, in which case it is given at that time.

7.10 No representation or reliance

(a) Each party acknowledges that no party (nor any person acting on its behalf) has made any representation or other inducement to it to enter into this deed, except for representations or inducements expressly set out in this deed and (to the maximum extent permitted by law) all other representations, warranties and conditions implied by statute or otherwise in relation to any matter relating to this deed, the circumstances surrounding the parties' entry into it and the transactions contemplated by it are expressly excluded.

(b) Each party acknowledges and confirms that it does not enter into this deed in reliance on any representation or other inducement by or on behalf of any other party, except for any representation or inducement expressly set out in this deed.

(c) Target acknowledges and confirms that clauses 7.10(a) and 7.10(b) do not prejudice any rights Bidder may have in relation to information which has been announced by Target to ASX or lodged by it with ASIC, or that is contained in the Disclosure Materials.

8 Releases

8.1 Target and Target directors and officers

(a) Bidder:

(1) releases its rights; and

(2) agrees with Target that it will not make, and that after the Implementation Date it will procure that each Target Group Member does not make, any claim,

against any Target Indemnified Party (other than Target and its Related Bodies Corporate) as at the date of this deed and from time to time in connection with:

(3) any breach of any representations and warranties of Target or any other member of the Target Group in this deed or any breach of any covenant given by the Target in this deed;

(4) any disclosures containing any statement which is false or misleading whether in content or by omission; or

(5) any failure to provide information,

whether current or future, known or unknown, arising at common law, in equity, under statute or otherwise, except where the Target Indemnified Party has not acted in good faith or has engaged in wilful misconduct, wilful concealment or fraud. For the avoidance of doubt, nothing in this clause 8.1(a) limits Bidder's rights to terminate this deed under clause 13.

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(b) Clause 8.1(a) is subject to any Corporations Act restriction and will be read down accordingly.

(c) Target receives and holds the benefit of this clause 8.1 to the extent it relates to each Target Indemnified Party as trustee for each of them.

8.2 Bidder and Bidder directors and officers

(a) Target releases its rights, and agrees with Bidder that it will not make a claim, against any Bidder Indemnified Party (other than Bidder and its Related Bodies Corporate) as at the date of this deed and from time to time in connection with:

(1) any breach of any representations and warranties of Bidder or any other member of the Bidder Group in this deed or any breach of any covenant given by Bidder in this deed ;

(2) any disclosure containing any statement which is false or misleading whether in content or by omission; or

(3) any failure to provide information,

whether current or future, known or unknown, arising at common law, in equity, under statute or otherwise, except where the Bidder Indemnified Party has engaged in wilful misconduct, wilful concealment or fraud. For the avoidance of doubt, nothing in this clause 8.2(a) limits Target's rights to terminate this deed under clause 13.

(b) Clause 8.2(a) is subject to any Corporations Act restriction and will be read down accordingly.

(c) Bidder receives and holds the benefit of this clause 8.2 to the extent it relates to each Bidder Indemnified Party as trustee for each of them.

8.3 Deeds of indemnity and insurance

(a) Subject to the Scheme becoming Effective and the Transaction completing, Bidder undertakes in favour of Target and each other Target Indemnified Party that it will:

(1) subject to clause 8.3(e), for a period of seven years from the Implementation Date, ensure that the constitutions of Target and each other Target Group Member continues to contain such rules as are contained in those constitutions at the date of this deed that provide for each company to indemnify each of its directors and officers against any liability incurred by that person in their capacity as a director or officer of the company to any person other than a Target Group Member; and

(2) procure that Target and each other Target Group Member complies with any deeds of indemnity, access and insurance made by them in favour of their respective directors and officers from time to time.

(b) Bidder acknowledges that notwithstanding any other provision of this deed, Target may, prior to the Implementation Date, enter into an arrangement to secure directors and officers run-off insurance for up to such seven year period in a form and for a cost to be approved by Bidder (acting reasonably and in good faith), and that any actions to facilitate that insurance or in connection with such insurance will not be a Target Regulated Event or a Target Prescribed Occurrence.

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(c) The undertakings contained in clause 8.3(a) are subject to any Corporations Act restriction and will be read down accordingly.

(d) Target receives and holds the benefit of clause 8.3(a), to the extent it relates to the other Target Indemnified Parties, as trustee for each of them.

(e) In respect of each Target Group Member, the undertakings in clause 8.3(a) are given until the earlier of:

(1) the end of the relevant period specified in clause 8.3(a); and

(2) the relevant Target Group Member ceasing to be part of the Bidder Group.

9 Public announcement

9.1 Announcement of the Transaction

(a) Immediately after the execution of this deed, Target and Bidder must issue public announcements in a form previously agreed to in writing between them.

(b) The Target announcement must include a unanimous recommendation by the Target Board to Target Shareholders that, in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent's Expert's Report (and continuing to conclude) that the Scheme is in the best interest of Target Shareholders, Target Shareholders vote in favour of the Scheme and that subject to the same qualifications all the Target Board Members will vote (or will procure the voting of) all Director Target Shares in favour of the Scheme at the Scheme Meeting.

9.2 Public announcements

(a) Subject to clause 9.3, no public announcement or public disclosure of the Transaction or any other transaction the subject of this deed or the Scheme may be made other than in a form approved by each party in writing (acting reasonably), but each party must use all best endeavours to provide such approval as soon as practicable.

(b) For the avoidance of doubt, clause 9.2(a) does not apply to any announcement or disclosure in connection with the termination of this deed (other than the termination of this deed under clause 14.1(e) or an actual, proposed or potential Competing Proposal).

9.3 Required disclosure

(a) Where a party is required by applicable law or the Listing Rules to make any announcement or to make any disclosure in connection with the Transaction or any other transaction the subject of this deed or the Scheme, it may do so despite clause 9.2 but must use best endeavours, to the extent practicable and lawful:

(1) to consult with the other party prior to making the relevant disclosure; and

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(2) take account of any reasonable comments received from the other party in relation to the form and content of the announcement or disclosure.

10 Confidentiality

Target and Bidder acknowledge and agree that they continue to be bound by the Confidentiality Agreement after the date of this deed. The rights and obligations of the parties under the Confidentiality Agreement survive termination of this deed. The terms of this deed will prevail over the Confidentiality Agreement to the extent of any inconsistency and that the purpose shall include the purpose of a party exercising its rights under this deed. The parties agree that they are each permitted to make disclosures to Government Agencies in connection with the reasonable management of their respective Tax affairs for the purposes of this Transaction and the Option Scheme, including as contemplated by clause 4.7(a) and clause 18.16(d) of this deed.

11 Exclusivity

11.1 No existing discussions

Target represents and warrants to Bidder that, as at the date of this deed, it and each of its Related Bodies Corporate and their respective Related Persons:

(a) is not a party to any agreement, arrangement or understanding with a Third Party entered into for the purpose of facilitating a Competing Proposal;

(b) is not directly or indirectly participating in any discussions, negotiations or other communications, and has terminated any existing discussions, negotiations or other communications, in relation to, or could reasonably likely to lead to, or encourage, a Competing Proposal; and

(c) has ceased to provide or make available any non-public information in relation to the Target Group to a Third Party where such information was provided for the purpose of facilitating, or could reasonably be expected to lead to, or encourage, a Competing Proposal;

and Target agrees that it will not, and shall procure that none of its Related Bodies Corporate will, waive the provisions of any confidentiality or standstill agreement with any Third Party.

11.2 No shop, no talk and no due diligence

During the Exclusivity Period, Target must not, and must ensure that each of its Related Persons and Related Bodies Corporate and the Related Persons of those Related Bodies Corporate do not, directly or indirectly:

(a) (no shop) solicit, invite, encourage or initiate (including by the provision of non-public information to any Third Party) any inquiry, expression of interest, offer, proposal, discussion or other communication by any person in relation to, or which could reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal or announce or communicate to any person an intention to do anything referred to in this clause 11.2(a); or

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(b) (no talk and no due diligence) subject to clause 11.3:

(1) facilitate, participate in or continue any negotiations, discussions or other communications with respect to any inquiry, expression of interest, offer, proposal or discussion by any person to make, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal;

(2) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding regarding an actual, proposed or potential Competing Proposal;

(3) disclose or otherwise provide or make available any non-public information about the business or affairs of the Target Group to a Third Party (other than a Government Agency that has the right to obtain that information and has sought it) or make available to any Third Party, or permit any Third Party to have access to any officers or employees of, a Target Group Member in connection with, with a view to obtaining, or which would reasonably be expected to encourage or lead to the formulation, receipt or announcement of, an actual, proposed or potential Competing Proposal (including, without limitation, providing such information for the purposes of the conduct of due diligence investigations in respect of the Target Group) whether by that Third Party or another person; or

(4) communicate to any person an intention to do anything referred to in the preceding paragraphs of this clause 11.2(b),

but:

(5) nothing in this clause 11.2 prevents Target from making normal presentations to brokers, portfolio investors and analysts in the ordinary course of business, provided that compliance with clause 5.9 is maintained; and

(6) in each case, even if the Competing Proposal was not directly or indirectly solicited, invited, encouraged, facilitated or initiated by Target or any of its Related Persons or Related Bodies Corporate or the Related Persons of those Related Bodies Corporate, provided that nothing in this clause 11.2 prevents or restricts Target or any of its Related Persons and Related Bodies Corporate or the Related Persons of those Related Bodies Corporate from responding to a Third Party in respect of an inquiry, expression of interest, offer, proposal or discussion by that Third Party to make, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal to merely (A) acknowledge receipt and / or (B) advise that Third Party that Target is bound by the provisions of this clause 11.2 and is only able to engage in negotiations, discussions or other communications if the fiduciary out in clause 11.3 applies.

11.3 Fiduciary exception

Clause 11.2(b) does not prohibit any action or inaction by Target, any of its Related Bodies Corporate or any of their respective Related Persons, in relation to an actual, proposed or potential Competing Proposal if the Target Board determines acting in good faith that:

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(a) after consultation with its advisers, such actual, proposed or potential Competing Proposal is a Superior Proposal or could reasonably be expected to become a Superior Proposal; and

(b) after receiving written legal advice from its external legal advisers, compliance with that clause would, or would be reasonably likely to, constitute a breach of any of the fiduciary or statutory duties of the directors of Target,

provided that:

(c) the actual, proposed or potential Competing Proposal was not directly or indirectly brought about by, or facilitated by, a breach of clause 11.1 or 11.2; and

(d) Target immediately notifies Bidder of each action or inaction by it, any of its Related Bodies Corporate or any of their respective Related Persons in reliance on this clause 11.3.

11.4 Information right

(a) If during the Exclusivity Period, Target, any of its Related Bodies Corporate or any of their respective Related Persons discloses, provides or makes available any non-public information about the business, operations or affairs of Target to a Third Party (in the course of due diligence investigations or otherwise) in reliance on the fiduciary out in clause 11.3, and that non-public information has not previously been provided or made available to Bidder, Target must as soon as possible (and in any event within 24 hours) after the date on which such non-public information has been provided or made available to that Third Party, provide Bidder:

(1) in the case of written materials, a complete copy of that non-public information; and

(2) in any other case, a complete written statement of that non-public information.

(b) Target must not, and must procure that its Related Bodies Corporate and their respective Related Persons do not, provide any non-public information to a Third Party in connection with, with a view to obtaining, or which could reasonably be expected to encourage or lead to or assist with the formulation, development, finalisation, receipt or announcement of, an actual, proposed or potential Competing Proposal unless:

(1) permitted by clause 11.3; and

(2) the Third Party has entered into a confidentiality agreement with Target on customary terms and which are no more favourable to the Third Party than the Confidentiality Agreement is to the relevant Bidder Group Member.

(1) not, and must procure that its Related Bodies Corporate do not:

(A) modify, amend or terminate any standstill provisions or similar agreements with any Third Party;

(B) waive, release, assign or novate any standstill provisions or similar agreements with any Third Party; or

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(C) authorise, offer, agree, commit or resolve to do, or make any representation or warranty regarding doing, authorising, offering, agreeing, committing or resolving to do, any of the matters set out above; and

(2) enforce, and must procure that its Related Bodies Corporate enforce, to the fullest extent permitted under applicable law, the provisions of any standstill provisions or similar agreements.

11.5 Notification of approaches

(a) During the Exclusivity Period, Target must as soon as possible (and in any event within 2 Business Days) notify Bidder in writing if it, any of its Related Bodies Corporate or any of their respective Related Persons, becomes aware of any:

(1) negotiations, discussions or other communications, approach or attempt to initiate any negotiations, discussions or other communications in respect of any inquiry, expression of interest, offer, proposal or discussion in relation to an actual, proposed or potential Competing Proposal;

(2) approach or proposal made to, or received by, Target, any of its Related Bodies Corporate or any of their respective Related Persons in connection with, or in respect of any exploration or completion of, an actual, proposed or potential Competing Proposal; or

(3) any request made by a Third Party for any non-public information concerning the business, operations or affairs of Target or the Target Group (where the Target Board reasonably believes that such request is in connection with such Third Party or any other person formulating, developing or finalising, or assisting in the formulation, development, finalisation, receipt or announcement of, an actual, proposed or potential Competing Proposal whether by that Third Party or another person);

(4) disclosure, provision or making available by Target, any of its Related Bodies Corporate or any of their respective Related Persons of any non-public information concerning the business or operations of Target or the Target Group to any Third Party (other than a Government Agency that has the right to obtain that information and has sought it) or making available to any Third Party, or permitting any Third Party to have access to, any officers or employees of Target Group Member, in connection with, with a view to obtaining, or which could reasonably be expected to encourage or lead to or assist with the formulation, development, finalisation, receipt or announcement of an actual, proposed or potential Competing Proposal, whether by that Third Party or another person,

whether direct or indirect, solicited or unsolicited, and in writing or otherwise. For the avoidance of doubt, any of the acts described in paragraphs (1) to (4) may only be taken by Target, its Related Bodies Corporate or their respective Related Persons or if permitted by clause 11.3.

(b) A notification given under clause 11.5(a) must include the identity of the relevant person making or proposing the relevant actual, proposed or potential Competing Proposal (except that the identity may be withheld from disclosure if the Target Board determines, after having received written advice from its external legal advisers, that disclosing the identity of the Third Party would likely breach their fiduciary or statutory duties), together with all material terms and conditions of the actual, proposed or potential Competing Proposal (including price and form of consideration, conditions precedent, proposed deal protection arrangements to the extent those are not the same or substantially similar in effect as set out in this deed, timetable and break fee), in each case to the extent known by Target or any of its Related Persons.

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(c) During the Exclusivity Period, Target must also notify Bidder in writing as soon as possible after it, any of its Related Bodies Corporate or any of their respective Related Persons, becomes aware of any material developments in relation to the actual, proposed or potential Competing Proposal, including in respect of any of the information previously provided to Bidder pursuant to this clause 11.5.

11.6 Matching right

(a) Without limiting clause 11.1, 11.2, 11.4 or 11.5 during the Exclusivity Period, Target:

(1) must not, and must procure that each of its Related Bodies Corporate do not, enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a one or more of a Third Party, Target or any Related Body Corporate of Target or any combination of the foregoing, proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal; and

(2) must procure that none of its directors change their recommendation in favour of the Scheme, publicly recommend an actual, proposed or potential Competing Proposal (or recommend against the Transaction), including support or endorsement by way of accepting or voting, or by way of stating an intention to accept or vote, in respect of any Director Target Shares, or make any public statement to the effect that they may do so at a future point,

unless:

(3) the Target Board acting in good faith and in order to satisfy what the Target Board Members consider to be their statutory or fiduciary duties (having received written legal advice from its external legal advisers) determines that the Competing Proposal is a Superior Proposal;

(4) Target has provided Bidder with the material terms and conditions of the actual, proposed or potential Competing Proposal (including price and form of consideration, conditions precedent, proposed deal protection arrangements to the extent those are not the same or substantially similar in effect as set out in this deed, timetable, break fee and identity of the Third Party making the proposal) (in each case, to the extent known by Target, any of its Related Bodies Corporate or any of their Related Persons) and the identity of the Third Party making the actual, proposed or potential Competing Proposal;

(5) Target has given Bidder at least five Business Days after the date of the receipt of the information referred to in clause 11.6(a)(4) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal; and

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(6) Bidder has not announced or otherwise formally proposed to Target a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the five Business Days period in clause 11.6(a)(5).

(b) If Bidder proposes to Target, or announces, amendments to the Scheme or a new proposal that constitute a matching or superior proposal to the terms of the actual, proposed or potential Competing Proposal (Bidder Counterproposal) by the expiry of the five Business Day period in clause 11.6(a)(5), Target must procure that the Target Board considers the Bidder Counterproposal and if the Target Board, acting reasonably and in good faith, determines that the Bidder Counterproposal would provide an equivalent or superior outcome for Target Shareholders as a whole compared with the Competing Proposal, taking into account all of the terms and conditions of the Bidder Counterproposal, then Target, Bidder and Bidder Sub (to the extent applicable) must use their best endeavours to agree the amendments to this deed, the Scheme and the Deed Poll (as applicable) that are reasonably necessary to reflect the Bidder Counterproposal and to implement the Bidder Counterproposal, in each case as soon as reasonably practicable, and Target must use its best endeavours to procure that each of the directors of Target continues to recommend the Transaction (as modified by the Bidder Counterproposal) to Target Shareholders.

(c) For the purposes of this clause 11.6, each successive material modification of any Competing Proposal or potential Competing Proposal will constitute a new Competing Proposal or potential Competing Proposal, and the procedures set out in this clause 11.6 must again be followed prior to any member of the Target Group entering into any agreement, arrangement, understanding or commitment in respect of such Competing Proposal or potential Competing Proposal.

(d) Despite any other provision in this deed, a statement by Target or the Target Board to the effect that:

(1) the Target Board has determined that a Competing Proposal is a Superior Proposal and has commenced the matching right process set out in this clause 11.6; or

(2) Target Shareholders should take no action pending the completion of the matching right process set out in this clause 11.6,

does not of itself:

(3) constitute a change, withdrawal, modification or qualification of the recommendation by the Target Directors or an endorsement of a Competing Proposal;

(4) contravene this deed;

(5) give rise to an obligation to pay the Reimbursement Fee under clause 12.2; or

(6) give rise to a termination right under clause 14.1

11.7 Cease discussions

Target must, and must procure that its Related Bodies Corporate, cease any negotiations, discussions or other communications existing as at the date of this deed relating to any actual, proposed or potential Competing Proposal.

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12.1 Background to Reimbursement Fee

(a) Bidder and Target acknowledge that, if they enter into this deed and the Scheme is subsequently not implemented, Bidder will incur significant costs, including those set out in clause 12.4.

(b) In these circumstances, Bidder has requested that provision be made for the payments outlined in clause 12.2, without which Bidder would not have entered into this deed or otherwise agreed to implement the Scheme.

(c) The Target Board believes, having taken advice from its external legal advisers and Financial Adviser, that the implementation of the Scheme will provide benefits to Target and that it is reasonable and appropriate for Target to agree to the payments referred to in clause 12.2 in order to secure Bidder's participation in the Transaction.

12.2 Reimbursement Fee triggers

Subject to this clause 12, Target must pay the Reimbursement Fee to Bidder if:

(a) during the Exclusivity Period, one or more Target Board Members:

(1) withdraws, adversely changes, adversely modifies or adversely qualifies their support of the Scheme or their recommendation that Target Shareholders vote in favour of the Scheme or their intention to vote, or procure the voting of, any Director Target Shares in favour of the Scheme at the Scheme Meeting;

(2) fails to recommend that Target Shareholders vote, or any Target Board Member fails to vote, or procure the voting of any Director Target Shares, in each case in favour of the Scheme in the manner described in clause 5.9(a);

unless:

(3) the Independent Expert concludes in the Independent Expert's Report (or any update of, or revision, amendment or supplement to, that report) that the Scheme is not in the best interest of Target Shareholders (except where that conclusion is due wholly or partly to the existence, announcement or publication of a Competing Proposal); or

(4) the failure to recommend, or the change to or withdrawal of a recommendation to vote in favour of the Scheme occurs because of a requirement or request by the Court or a Government Agency that one or more Target Board Members abstain or withdraw from making a recommendation that Target Shareholders vote in favour of the Scheme after the date of this deed; or

(5) Target is entitled to terminate this deed pursuant to clauses 14.1(a)(1), 14.1(a)(3) or clause 14.2(b), and has given the appropriate termination notice to Bidder,

provided that, for the avoidance of doubt, a statement made by Target or the Target Board to the effect that:

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(6) no action should be taken by Target Shareholders pending the assessment of a Competing Proposal by the Target Board or the completion of the matching right process set out in clause 11.6; or

(7) the Target Board has determined that a Competing Proposal is a Superior Proposal and has commenced the matching right process set out in clause 11.6,

will not of itself require Target to pay the Target Reimbursement Fee to Bidder;

(b) during the Exclusivity Period, one or more Target Board Members recommends that Target Shareholders accept or vote in favour of, or otherwise supports or endorses (including support by way of accepting or voting, or by way of stating an intention to accept or vote, in respect of any Director Target Shares), a Competing Proposal of any kind that is announced (whether or not such proposal is stated to be subject to any pre-conditions) during the Exclusivity Period;

(c) an actual, proposed or potential a Competing Proposal of any kind is announced during the Exclusivity Period (whether or not such proposal is stated to be subject to any pre-conditions) and, within 12 months of the date of termination of this deed, the Third Party or any Associate of that Third Party:

(1) completes a Competing Proposal; or

(2) enters into an agreement, arrangement or understanding with Target, with another member of the Target Group or with the board of directors of any of the foregoing entities, which is of the kind referred to in paragraph 5 of the definition of Competing Proposal;

(d) Bidder has terminated this deed pursuant to clause 14.1(a)(1) or 14.2(a) and the Transaction does not complete; or

(e) the Condition Precedent in clause 3.1(g) (No Target Prescribed Occurrence) has not been satisfied or waived (as applicable) as at 8.00am on the Second Court Date and Bidder has terminated this deed in accordance with clause 3.4(b), provided that when the Court approval of the Scheme was due to be sought, no matter has occurred that would prevent clauses 3.1(a) or 3.1(d) from being satisfied.

12.3 Payment of Reimbursement Fee

(a) A demand by Bidder for payment of the Reimbursement Fee under clause 12.2 must:

(1) be in writing;

(2) be made after the occurrence of the event in that clause giving rise to the right to payment;

(3) state the circumstances which give rise to the demand; and

(4) nominate an account in the name of Bidder into which Target is to pay the Reimbursement Fee.

(b) Target must pay the Reimbursement Fee into the account nominated by Bidder, without set-off or withholding (unless required by law), within ten Business Days after receiving a demand for payment where Bidder is entitled under clause 12.2 to the Reimbursement Fee.

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12.4 Basis of Reimbursement Fee

The Reimbursement Fee has been calculated to reimburse Bidder for costs including the following:

(a) fees for legal, financial and other professional advice in planning and implementing the Transaction (excluding success fees);

(b) reasonable opportunity costs incurred in engaging in the Transaction or in not engaging in other alternative acquisitions or strategic initiatives;

(d) out of pocket expenses incurred by Bidder and Bidder's employees, advisers and agents in planning and implementing the Transaction; and

(e) any damage to Bidder's reputation associated with a failed transaction and the implication of that damages to Bidder's business,

and the parties agree that:

(f) the costs actually incurred by Bidder will be of such a nature that they cannot all be accurately ascertained; and

(g) the Reimbursement Fee is a genuine and reasonable pre-estimate of those costs,

and Target represents and warrants that it has received written legal advice from its legal advisers in relation to the operation of this clause 12.

12.5 Compliance with law

(a) This clause 12 does not impose an obligation on Target to pay the Reimbursement Fee to the extent (and only to the extent) that the obligation to pay the Reimbursement Fee:

(1) is declared by the Takeovers Panel to constitute 'unacceptable circumstances'; or

(2) is determined to be unenforceable or unlawful by a court,

provided that all proper avenues of appeal and review, judicial and otherwise, have been exhausted. For the avoidance of doubt, any part of the Reimbursement Fee that would not constitute unacceptable circumstances or that is not unenforceable or unlawful (as applicable) must be paid by Target.

(b) The parties must not make or cause or permit to be made, any application to the Takeovers Panel or a court for or in relation to a declaration or determination referred to in clause 12.5(a).

12.6 Reimbursement Fee payable only once

Where the Reimbursement Fee becomes payable to Bidder under clause 12.2 and is actually paid to Bidder, Bidder cannot make any claim against Target for payment of any subsequent Reimbursement Fee.

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12.7 Other Claims

Subject to clause 12.8, despite anything to the contrary in this deed, the maximum aggregate liability of Target and the Target Indemnified Parties under or in connection with this deed (including in respect of any breach or repudiation of this deed) is the amount of the Reimbursement Fee, and no further damages, fees, expenses or reimbursements of any kind will be payable by the Target or any of the Target Indemnified Parties in connection with deed, except to the extent that liability arises in connection with any wilful misconduct or fraud, by or on behalf of, the Target or the Target Indemnified Parties.

12.8 Non-exclusive remedy

Nothing in clause 12.7 affects Bidder's right to seek specific performance, injunctive relief or any other remedies that would otherwise be available in equity or law as a remedy for a breach or threatened breach of this deed by Target.

12.9 No Reimbursement Fee if Scheme Effective

Despite anything to the contrary in this deed, the Reimbursement Fee will not be payable to Bidder if the Scheme becomes Effective, notwithstanding the occurrence of any event in clause 12.2 and, if the Reimbursement Fee has already been paid it must be refunded by Bidder.

13 Reverse Reimbursement Fee

13.1 Background to Reverse Reimbursement Fee

(a) Bidder and Target acknowledge that, if they enter into this deed and the Scheme is subsequently not implemented, Target will incur significant costs, including those set out in clause 13.4.

(b) In these circumstances, Target has requested that provision be made for the payments outlined in clause 13.2, without which Target would not have entered into this deed or otherwise agreed to implement the Scheme.

(c) Bidder believes, having taken advice from its external legal advisers, that the implementation of the Scheme will provide benefits to Bidder and that it is reasonable and appropriate for Bidder to agree to the payments referred to in clause 13.2 in order to secure Target's participation in the Transaction.

13.2 Reverse Reimbursement Fee triggers

Subject to this clause 13, Bidder must pay the Reverse Reimbursement Fee to Target if:

(a) Target has terminated this deed pursuant to clause 14.1(a)(1) or 14.2(a) and the Transaction does not complete;

(b) Bidder has issued or agreed to issue a material number of shares, or has granted an option or other incentive right over such a material number of its shares or agreed to make such an issue or grant such an option or other incentive right, in excess of the threshold figure set out in paragraph 7 of the Bidder Prescribed Occurrences and as a result, the Condition Precedent in clause 3.1(h) (No Bidder Prescribed Occurrence) has not been satisfied or waived (as applicable) as at 8.00am on the Second Court Date and Target has terminated this deed in accordance with clause 3.4(b), provided that when the Court approval of the Scheme was due to be sought, no matter has occurred that would prevent clauses 3.1(a) or 3.1(d) from being satisfied; or

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(c) Bidder does not provide the Scheme Consideration in accordance with its obligations under this deed, the Scheme and the Deed Poll.

13.3 Payment of Reverse Reimbursement Fee

(a) A demand by Target for payment of the Reverse Reimbursement Fee under clause 13.2 must:

(1) be in writing;

(2) be made after the occurrence of the event in that clause giving rise to the right to payment;

(3) state the circumstances which give rise to the demand; and

(4) nominate an account in the name of Target into which Bidder is to pay the Reverse Reimbursement Fee.

(b) Bidder must pay the Reverse Reimbursement Fee into the account nominated by Target, without set-off or withholding (unless required by law), within ten Business Days after receiving a demand for payment where Target is entitled under clause 13.2 to the Reimbursement Fee.

13.4 Basis of Reverse Reimbursement Fee

The Reverse Reimbursement Fee has been calculated to reimburse Target for costs including the following:

(a) fees for legal, financial and other professional advice in planning and implementing the Transaction (excluding success fees);

(b) reasonable opportunity costs incurred in engaging in the Transaction or in not engaging in other alternative acquisitions or strategic initiatives;

(d) out of pocket expenses incurred by Target and Target's employees, advisers and agents in planning and implementing the Transaction; and

(e) any damage to Target's reputation associated with a failed transaction and the implication of that damages to Target's business.

and the parties agree that:

(f) the costs actually incurred by Target will be of such a nature that they cannot all be accurately ascertained; and

(g) the Reverse Reimbursement Fee is a genuine and reasonable pre-estimate of those costs,

and Bidder represents and warrants that it has received written legal advice from its legal advisers in relation to the operation of this clause 13.

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13.5 Compliance with law

(a) This clause 13 does not impose an obligation on Bidder to pay the Reverse Reimbursement Fee to the extent (and only to the extent) that the obligation to pay the Reverse Reimbursement Fee:

(1) is declared by the Takeovers Panel to constitute 'unacceptable circumstances'; or

(2) is determined to be unenforceable or unlawful by a court,

provided that all proper avenues of appeal and review, judicial and otherwise, have been exhausted. For the avoidance of doubt, any part of the Reverse Reimbursement Fee that would not constitute unacceptable circumstances or that is not unenforceable or unlawful (as applicable) must be paid by Target.

(b) The parties must not make or cause or permit to be made, any application to the Takeovers Panel or a court for or in relation to a declaration or determination referred to in clause 13.5(a).

13.6 Reverse Reimbursement Fee payable only once

Where the Reverse Reimbursement Fee becomes payable to Target under clause 13.2 and is actually paid to Target, Target cannot make any claim against Bidder for payment of any subsequent Reimbursement Fee.

13.7 Other Claims

Subject to clause 13.8, despite anything to the contrary in this deed, the maximum aggregate liability of Bidder under or in connection with this deed (including in respect of any breach or repudiation of this deed) is the amount of the Reverse Reimbursement Fee, and no further damages, fees, expenses or reimbursements of any kind will be payable by the Bidder or any of the Bidder Indemnified Parties in connection with deed, except to the extent that liability arises in connection with any wilful misconduct or fraud, by or on behalf of, the Bidder or the Bidder Indemnified Parties.

13.8 Non-exclusive remedy

Nothing in clause 13.7 affects Target's right to seek specific performance, injunctive relief or any other remedies that would otherwise be available in equity or law as a remedy for a breach or threatened breach of this deed by Bidder.

13.9 No Reverse Reimbursement Fee if Scheme Effective

Despite anything to the contrary in this deed, the Reverse Reimbursement Fee will not be payable to Target if the Scheme becomes Effective, notwithstanding the occurrence of any event in clause 13.2 and, if the Reverse Reimbursement Fee has already been paid it must be refunded by Target.

13.10 Bidder issuance

Notwithstanding anything else in this deed, and without prejudice to Target's right to terminate this deed in accordance with clause 3.4(c), it is acknowledged and agreed by Target that if Bidder has issued, or agrees to issue or grants an option or agrees to or similar for, a material number of shares in excess of the threshold figure set out in paragraph 7 of the Bidder Prescribed Occurrences and as a result, the Condition Precedent in clause 3.1(h) (No Bidder Prescribed Occurrence), it is not a breach of this deed and the only Claim or remedy which may be sought is under clause 13.2(b).

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14 Termination

14.1 Termination

(a) Either party may terminate this deed by written notice to the other party:

(1) other than in respect of a breach of either a Bidder Representation and Warranty or a Target Representation and Warranty (which are dealt with in clause 14.2), at any time before 8.00am on the Second Court Date, if the other party has materially breached this deed (it being agreed that any breach of clause 5.5(a)(3) will be deemed to be a material breach for the purposes hereof, the party entitled to terminate has given written notice to the party in breach of this deed setting out the relevant circumstances and stating an intention to terminate this deed, and the other party has failed to remedy the breach within five Business Days (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) after the date on which the notice is given;

(2) at any time before 8.00am on the Second Court Date if the Court or another Government Agency (including any other court) has taken any action permanently restraining or otherwise prohibiting or preventing the Transaction, or has refused to do anything necessary to permit the Transaction to be implemented by the End Date, and the action or refusal has become final and cannot be appealed or reviewed;

(3) in the circumstances set out in, and in accordance with, clause 3.4;

(4) if the Effective Date for the Scheme has not occurred on or before the End Date; or

(5) if Target Shareholders have not agreed to the Scheme at the Scheme Meeting by the requisite majorities.

(b) Bidder may terminate this deed by written notice to Target at any time before 8.00am on the Second Court Date if any Target Board Member:

(A) fails to recommend the Scheme;

(B) withdraws, adversely changes, adversely modifies or adversely qualifies their support of the Scheme or their recommendation that Target Shareholders vote in favour of the Scheme or their intention to vote, or procure the voting of, any Director Target Shares in favour of the Scheme at the Scheme Meeting; or

(C) fails to announce their intention to vote, or procure the voting of any Director Target Shares in favour of the Scheme;

(D) makes a public statement indicating that he or she no longer recommends the Transaction or recommends, supports or endorses another transaction (including any Competing Proposal but excluding a statement that no action should be taken by Target Shareholders pending assessment of a Competing Proposal by the Target Board or the completion of the matching right process set out in clause 11.6),

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14 Termination

other than where any Target Board Member is required or requested by a court or Government Agency to abstain or withdraw from making a recommendation that Target Shareholders vote in favour of the Scheme after the date of this deed.

(c) Target may terminate this deed by written notice to Bidder at any time before 8.00am on the Second Court Date if the Target Board or a majority of the Target Board has changed, withdrawn, modified or qualified its recommendation as permitted under clause 5.9 and, if required to do so, Target pays the Reimbursement Fee to Bidder.

(d) Bidder may terminate this deed by written notice to Target at any time before 8.00am on the Second Court Date if in any circumstances (including, for the avoidance of doubt, where permitted by clause 11.6) Target enters into any legally binding agreement, arrangement or understanding in relation to the undertaking or giving effect to any actual, proposed or potential Competing Proposal.

(e) This deed is terminable if agreed in writing by Target and Bidder.

14.2 Termination for breach of representations and warranties

(a) Bidder may, at any time prior to 8.00am on the Second Court Date, terminate this deed for a material breach of a Target Representation and Warranty only if:

(1) Bidder has given written notice to Target setting out the relevant circumstances and stating an intention to terminate or to allow the Scheme to lapse; and

(2) the relevant breach continues to exist five Business Days (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) after the date on which the notice is given under clause 14.2(a)(1).

(b) Target may, at any time before 8.00am on the Second Court Date, terminate this deed for material breach of a Bidder Representation and Warranty only if:

(1) Target has given written notice to Bidder setting out the relevant circumstances and stating an intention to terminate or to allow the Scheme to lapse; and

14.3 Effect of termination

If this deed is terminated by either party under clauses 3.4, 14.1 or 14.2:

(a) each party will be released from its obligations under this deed, except that this clause 14.3, and clauses 1, 7.5 to 7.10, 8.2, 10, 12, 15, 16, 17 and 18 (except clause 18.10), will survive termination and remain in force;

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15 Duty, costs and expenses

(b) each party will retain the rights it has or may have against the other party in respect of any past breach of this deed; and

(c) in all other respects, all future obligations of the parties under this deed will immediately terminate and be of no further force and effect including any further obligations in respect of the Scheme.

14.4 Termination

Where a party has a right to terminate this deed, that right for all purposes will be validly exercised if the party delivers a notice in writing to the other party stating that it terminates this deed and the provision under which it is terminating this deed.

14.5 No other termination

Neither party may terminate or rescind this deed except as permitted under clauses 3.4, 14.1 or 14.2.

15 Duty, costs and expenses

15.1 Duty

Bidder:

(a) must pay all Duty in respect of this deed or the Scheme or the steps to be taken under this deed or the Scheme; and

(b) indemnifies Target against any liability arising from its failure to comply with clause 15.1(a).

15.2 Costs and expenses

Except as otherwise provided in this deed, each party must pay its own costs and expenses in connection with the negotiation, preparation, execution, delivery and performance of this deed and the proposed, attempted or actual implementation of this deed and the Transaction.

16 GST

(a) Any consideration or amount payable under this deed, including any non-monetary consideration (as reduced in accordance with clause 16(e) if required) (Consideration) is exclusive of GST.

(b) If GST is or becomes payable on a Supply made under or in connection with this deed, an additional amount (Additional Amount) is payable by the party providing consideration for the Supply (Recipient) equal to the amount of GST payable on that Supply by the party making the Supply (Supplier) in accordance with the GST Law.

(c) The Additional Amount payable under clause 16(b) is payable at the same time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Recipient with a Tax Invoice. However, the Additional Amount is only payable on receipt of a valid Tax Invoice.

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17 Notices

(d) If for any reason (including the occurrence of an Adjustment Event) the amount of GST payable on a Supply (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Additional Amount payable by the Recipient under clause 16(b):

(1) the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as applicable;

(2) the refund, credit or further amount (as the case may be) will be calculated such that the total Additional Amount as adjusted by the refund credit or further amount will be equal to the GST payable on the Supply as determined in accordance with the GST Law; and

(3) the Supplier must notify the Recipient of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification or the Recipient must pay any further amount within seven days after receiving such notification, as applicable. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 14 days after becoming aware of the occurrence of the Adjustment Event.

(e) Despite any other provision in this deed if an amount payable under or in connection with this deed (whether by way of reimbursement, indemnity or otherwise) is calculated by reference to an amount incurred by a party, whether by way of cost, expense, outlay, disbursement or otherwise (Amount Incurred), the amount payable must be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Amount Incurred.

(f) Any reference in this clause to GST payable by or Input Tax Credit entitlements of a party includes GST payable by or Input Tax Credit entitlements of the Representative Member of a GST Group of which the party is a member.

(g) Any term starting with a capital letter in this clause 16 that is not defined in this clause 16 has the same meaning as the term has in the A New Tax System (Goods & Services Tax) Act 1999 (Cth).

17 Notices

17.1 Form of Notice

A notice or other communication to a party under this deed (Notice) must be:

(a) in writing and in English; and

(b) addressed to that party in accordance with the details nominated in Schedule 1 (or any alternative details nominated to the sending party by Notice).

17.2 How Notice must be given and when Notice is received

(a) A Notice must be given by one of the methods set out in the table below.

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18 General

(b) A Notice is regarded as given and received at the time set out in the table below.

However, if this means the Notice would be regarded as given and received outside the period between 9.00am and 5.00pm (addressee's time) on a day that is not a Saturday, Sunday or a public holiday or bank holiday in the place of receipt (business hours period), then, other than in respect of any Notice given on, and prior to 8.00am on, the Second Court Date, the Notice will instead be regarded as given and received at the start of the following business hours period.

Method of giving Notice

When Notice is regarded as given and received

By hand to the nominated address

When delivered to the nominated address

By pre paid post to the nominated address

At 9.00am (addressee's time) on the second day that is not a Saturday, Sunday or a public holiday or bank holiday in the place of receipt after the date of posting

By email to the nominated email address

The first to occur of:

1 the sender receiving an automated message confirming delivery; or

2 two hours after the time that the email was sent (as recorded on the device from which the email was sent) provided that the sender does not, within the period, receive an automated message that the email has not been delivered.

17.3 Notice must not be given by electronic communication

A Notice must not be given by electronic means of communication (other than email as permitted in clause 17.2).

18 General

18.1 Governing law and jurisdiction

(a) This deed is governed by the law in force in Western Australia, Australia.

(b) Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this deed. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

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18 General

18.2 Service of process

(a) Without preventing any other mode of service:

(1) any document in an action (including any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of Notices under clause 17; and

(2) Bidder irrevocably appoints Stephen Hay (Executive General Manager - Marketing & Partnerships) as its agent for the service of process agent in Australia in relation to any mater arising out of this deed, and agrees that any document may be served on Bidder by being delivered to or left for Bidder at the following address:

Stephen Hay

Executive General Manager - Marketing & Partnerships

Level 3, 46 Colin Street

West Perth, WA 6005

(b) If Stephen Hay ceases to be able to act as process agent, Bidder undertakes to appoint a new process agent in the jurisdiction referred to in clause 18.1 and deliver to Target within 2 Business Days a copy of a written acceptance of appointment by the process agent, upon receipt of which the new appointment becomes effective for the purpose of this deed. Bidder must inform Target in writing of any change in the address of its process agent within 2 Business Days of the change.

(c) Bidder agrees that failure by its process agent to notify Bidder of any document in connection with this deed does not invalidate the document concerned.

(d) Bidder agrees that service of documents on its process agent is sufficient service on it.

18.3 No merger

The rights and obligations of the parties do not merge on completion of the Transaction. They survive the execution and delivery of any assignment or other document entered into for the purpose of implementing the Transaction.

18.4 Invalidity and enforceability

(a) If any provision of this deed is invalid under the law of any jurisdiction the provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.

(b) Clause 18.4(a) does not apply where enforcement of the provision of this deed in accordance with clause 18.4(a) would materially affect the nature or effect of the parties' obligations under this deed.

18.5 Waiver

No party to this deed may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

The meanings of the terms used in this clause 18.5 are set out below.

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18 General

Term

Meaning

conduct

includes delay in the exercise of a right.

right

any right arising under or in connection with this deed and includes the right to rely on this clause.

waiver

includes an election between rights and remedies, and conduct which might otherwise give rise to an estoppel.

18.6 Variation

A variation of any term of this deed must be in writing and signed by the parties.

18.7 Assignment of rights

(a) A party may not assign, novate, declare a trust over or otherwise transfer or deal with any of its rights or obligations under this deed without the prior written consent of the other party or as expressly provided in this deed.

(b) A breach of clause 18.7(a) by a party shall be deemed to be a material breach for the purposes of clause 14.1(a)(1).

18.8 Acknowledgement

Each party acknowledges that the remedy of damages may be inadequate to protect the interests of the parties for a breach of clause 11 and that Bidder is entitled to seek and obtain, without limitation, injunctive relief if Target breaches, or threatens to breach, clause 11.

18.9 No third party beneficiary

This deed shall be binding on and inure solely to the benefit of each party to it and each of their respective permitted successors and assigns, and nothing in this deed is intended to or shall confer on any other person, other than the Bidder Indemnified Parties and the Target Indemnified Parties, in each case to the extent set forth in clause 7 and clause 8, any third party beneficiary rights.

18.10 Further action to be taken at each party's own expense

Each party must, at its own expense, do all things and execute all documents necessary to give full effect to this deed and the transactions contemplated by it.

18.11 Entire agreement

This deed (including the documents in the Attachments to it) and the Confidentiality Agreement state all the express terms agreed by the parties in respect of their subject matter. They supersede all prior discussions, negotiations, understandings and agreements in respect of their subject matter.

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18 General

18.12 Counterparts

(a) This deed may be executed in any number of counterparts. All counterparts, taken together, constitute one instrument.

(b) Subject to applicable law, a counterpart may be signed electronically and may be in hard copy or electronic form.

18.13 Relationship of the parties

(a) Nothing in this deed gives a party authority to bind any other party in any way.

(b) Nothing in this deed imposes any fiduciary duties on a party in relation to any other party.

18.14 Remedies cumulative

Except as provided in this deed and permitted by law, the rights, powers and remedies provided in this deed are cumulative with, and not exclusive of, the rights, powers and remedies provided by law independently of this deed.

18.15 Exercise of rights

(a) Unless expressly required by the terms of this deed, a party is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this deed.

(b) A party may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this deed. Any conditions must be complied with by the party relying on the consent, approval or waiver.

18.16 Withholding

(a) If Bidder or Bidder Sub is required by law to make any withholding or deduction for or on account of Taxes or Duties, or to make a payment to a Government Agency under Subdivision 14-D of Schedule 1 to the TAA in respect of the acquisition of Scheme Shares or Scheme Options from a Scheme Shareholder or Scheme Optionholder (any such withholding, deduction or payment being a Withholding Amount), subject to this clause 18.16, Bidder or Bidder Sub:

(1) is permitted to deduct or withhold the amount of such deduction, withholding or payment (as applicable) from the Scheme Consideration or Option Scheme Consideration required to be provided to the Scheme Shareholder or Scheme Optionholder (as applicable); and

(2) must remit or procure the remission of the full amount of the withholding or deduction, or make or procure the making of the payment, as applicable, to the appropriate Government Agency under applicable law.

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18 General

(b) The aggregate sum of the Scheme Consideration or Option Scheme Consideration payable or to be given to the relevant Scheme Shareholder or Scheme Optionholder (as applicable) shall not be increased to reflect any Withholding Amounts and the net aggregate sum payable or to be given to the Scheme Shareholder or Scheme Optionholder (as applicable) shall be taken to be in full and final satisfaction of the amounts owing to the Scheme Shareholder or Scheme Optionholder.

(1) section 14-210(1) of Schedule 1 to the TAA applies to a Scheme Shareholder or Scheme Optionholder; and

(2) the Scheme Shares or Scheme Options held by that Scheme Shareholder or Scheme Optionholder are "indirect Australian real property interests" (as defined for the purpose of section 14-200 of Schedule 1 to the TAA) or options or rights to acquire such interests, as applicable,

then Bidder must:

(3) promptly notify Target and the relevant Scheme Shareholder or Scheme Optionholder (as applicable) of such determinations; and

(4) give:

(A) the relevant Scheme Shareholder or Scheme Optionholder a reasonable opportunity to provide a declaration pursuant to section 14-225(1) or (2) of Schedule 1 to the TAA prior to the Implementation Date; and

(B) Target a reasonable opportunity to demonstrate that the Scheme Shares or Scheme Options (as applicable) are not "indirect Australian real property interests" (as defined for the purpose of section 14-200 of Schedule 1 to the TAA) prior to the Implementation Date or options or rights to acquire such interests, as applicable; and

(5) consider any declarations or information provided under paragraph (4) above in good faith for the purpose of determining whether it is required to pay an amount to the Commissioner of Taxation pursuant to Subdivision 14-D of Schedule 1 to the TAA.

(d) Target agrees that Bidder may approach the Australian Taxation Office to obtain clarification as to the application of Subdivision 14-D of Schedule 1 of the TAA to the Transaction and the Option Scheme and will provide all information and assistance that Bidder reasonably requires in making any such approach. Notwithstanding any obligations of confidentiality between the parties, Bidder is permitted to take all steps reasonably necessary to obtain clarification as to the application of Subdivision 14-D of Schedule 1 of the TAA. Bidder must keep Target reasonably informed of any discussions with the Australian Taxation Office pursuant to this paragraph (d).

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Schedules

Table of contents

Notice details

Definitions and interpretation

Bidder Representations and Warranties

Target Representations and Warranties

Target details

100

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Schedule 1

Notice details

Party

Address

Addressee(s)

Target

with a copy to:

A&O Shearman

Level 12, Exchange

Tower, 2 The

Esplanade, Perth WA

6000

Matthew Johnson, Partner

matthew.johnson@aoshearman.com

Bidder

with a copy to:

Herbert Smith Freehills

Kramer

Level 33, 161

Castlereagh St

Sydney NSW 2000

Nicole Pedler,

Partner

Nicole.Pedler@hsfkramer.com

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Schedule 2 Definitions and interpretation

Schedule 2

Definitions and interpretation

1.1 Definitions

Term

Meaning

ASIC

the Australian Securities and Investments Commission.

Associate

has the meaning set out in section 12 of the Corporations Act, as if subsection 12(1) of the Corporations Act included a reference to this deed and Target was the designated body.

ASX

ASX Limited ABN 98 008 624 691 and, where the context requires, the financial market that it operates.

ASX Quotation

the admission of Bidder to the official list of ASX as an ASX foreign exempt listing and the official quotation of all New Bidder CDIs on the ASX.

Authorisations

any licence, permit, lease, authorisation, concession, consent, certificate or approval issued or granted by a Governmental Agency.

Bidder Disclosure Materials

has the meaning given in the Disclosure Letter.

Bidder Group

Bidder and each of its Subsidiaries, and a reference to a Bidder Group Member or a member of the Bidder Group is to Bidder or any of its Subsidiaries.

Bidder Indemnified Parties

Bidder, its Subsidiaries (including, for the avoidance of doubt, Bidder Sub (if applicable)) and their respective directors, officers and employees.

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Schedule 2 Definitions and interpretation

Term

Meaning

Bidder Information

information regarding the Bidder Group, and the Merged Group, provided by Bidder to Target in writing for inclusion in the Scheme Booklet (excluding any information provided by Target to Bidder, contained in, or used in the preparation of, the information regarding the Merged Group), being:

1 information about Bidder, other Bidder Group Members, the businesses of the Bidder Group, Bidder's interests and dealings in Target Shares, Bidder's intentions for Target and Target's employees, and New Bidder Shares and New Bidder CDIs ; and

2 any other information required under the Corporations Act, Corporations Regulations or RG 60 to enable the Scheme Booklet to be prepared that the parties agree is 'Bidder Information' and that is identified in the Scheme Booklet as such.

For the avoidance of doubt, the Bidder Information excludes:

3 the Target Information;

4 the Independent Expert's Report;

5 the Merged Group Information included in the Scheme Booklet (other than to the extent comprising Bidder Information); and

6 any description of the taxation effect of the Transaction on Scheme Shareholders prepared by an external adviser to Target.

Bidder Material Adverse Change

an event, change, condition, matter, circumstance or thing occurring before, on or after the date of this deed (each a Specified Event) or which occurred before the date of this deed but which becomes actually known to Target after the date of this deed which, whether individually or when aggregated with all such events, changes, conditions, matters, circumstances or things of a like kind that have occurred or are reasonably likely to occur, has had or would be reasonably likely to have the effect that the value of the consolidated net assets of the Bidder Group, taken as a whole is US$100,000,000 less than the Bidder Group's consolidated net assets as at 30 September 2025, other than those events, changes, conditions, matters, circumstances or things:

1 expressly required to be done by this deed or the Scheme;

2 that are Fairly Disclosed in the Bidder Disclosure Materials;

3 arising from any act of terrorism, outbreak or escalation of war, major hostilities, civil unrest or outbreak or escalation of any disease epidemic or pandemic;

4 arising from any act of God, natural disaster, lightning, storm flood, bushfire, earthquake, explosion, cyclone, tidal wave, landslide, on or after the date of this deed;

5 agreed in writing by Target;

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Schedule 2 Definitions and interpretation

Term

Meaning

6 resulting from any actual or announced change to any applicable law, any judicial or administrative interpretation of the law or any practice or policy of a Government Agency, including in relation to Tax; or

7 arising as a result of any actual or announced change in any generally accepted accounting principles or standards or the interpretation of such principles or standards,

except, in the case of each of the matters contemplated in items 3, 4, 6 and 7 if the effects of such event, change, condition, matter, circumstance or thing are, or would be considered reasonably likely to be, disproportionately adverse to the Bidder Group as compared to the effects on other comparable companies in the same industries as the Bidder Group, then those effects are excluded from the matters contemplated in items 3, 4, 6 and 7 (as applicable) only to the extent of such disproportionate effect and not in their entirety.

For the purposes of this definition, consolidated net assets will be calculated using the same principles as were used to calculate the consolidated net assets in the most recent financial statements of Bidder as at the date of this deed.

Bidder Material Project

the White Mesa Project, Pinyon Plain Project and Donald Project.

Bidder Prescribed Occurrence

other than as:

1 expressly required to be done by this deed or the Scheme;

2 Fairly Disclosed in the Bidder Disclosure Materials; or

3 agreed to in writing by Target;

the occurrence of any of the following:

4 Bidder converting all or any of its shares into a larger or smaller number of shares;

5 Bidder resolving to reduce its share capital in any way;

6 Bidder:

entering into a buy-back agreement; or

resolving to approve the terms of a buy-back agreement under the Corporations Act;

7 Bidder issuing a material number shares (which exceeds 20% of the number of Bidder Shares on issue as at the date of this deed), or granting an option or other incentive right over such a material number of its shares or agreeing to make such an issue or grant such an option or other incentive right, other than:

the issue of Bidder Shares upon exercise or vesting of Bidder options or incentive rights on issue as at the date of this deed; or

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Schedule 2 Definitions and interpretation

Term

Meaning

the issue of Bidder securities as part of incentive plans in the ordinary course of business having regard to the quantum of grants of rights made in the 24 months prior to the date of this deed;

8 a member of the Bidder Group granting a Security Interest, or agreeing to grant a Security Interest, in the whole, or a substantial part, of its business or property, when taken in the context of the Bidder Group as a whole;

9 an Insolvency Event occurs in relation to Bidder or, to the extent applicable, Bidder Sub,

provided that paragraphs 7 and 8 above do not apply in connection with any:

10 debt project financing on Bidder Material Projects;

11 issue of securities (including any issue of Bidder Shares) in connection with any agreement, arrangement, commitment or understanding with a Government Agency; and

12 issue of securities (including any issue of Bidder Shares) to fund the acquisition of any other company or project in the uranium, rare earth element or heavy mineral sands industries (including by way of takeover bid, scheme of arrangement, sale or purchase of securities or assets, by entry into any joint venture, co-operation, co-development, consortium, partnership or similar agreement.

Bidder Representations and Warranties

the representations and warranties of Bidder set out in Schedule 3.

Bidder Shares

fully paid common shares in the capital of Bidder.

Bidder Sub

has the meaning given in clause 2(d).

Business Day

a day that is not a Saturday, Sunday or a public holiday or bank holiday in Denver, Colorado, USA or Perth, Western Australia, Australia.

Capital Raising

has the meaning given in the Disclosure Letter.

CDN

CHESS Depositary Nominees Pty Limited ACN 071 346 506.

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Schedule 2 Definitions and interpretation

Term

Meaning

Claim

any claim, demand, legal proceedings or cause of action (including any claim, demand, legal proceedings or cause of action:

1 based in contract, including breach of warranty;

2 based in tort, including misrepresentation or negligence;

3 under common law or equity; or

4 under statute, including the Australian Consumer Law (being Schedule 2 of the Competition and Consumer Act 2010 (Cth) (CCA)) or Part VI of the CCA, or like provision in any state or territory legislation),

in any way relating to this deed or the Transaction, and includes a claim, demand, legal proceedings or cause of action arising under an indemnity in this deed.

Competing Proposal

any proposal, agreement, arrangement or transaction (or expression of interest therefor), which, if entered into or completed, would mean a Third Party (either alone or together with any Associate) would:

1 directly or indirectly acquire a Relevant Interest in, or have a right to acquire, a legal, beneficial or economic interest in, or control of, 20% or more of the Target Shares;

2 acquire Control of Target;

3 directly or indirectly acquire or become the holder of, or otherwise acquire or have a right to acquire, a legal, beneficial or economic interest in, or control of, all or a substantial part of Target's business or assets or the business or assets of the Target Group;

4 otherwise directly or indirectly acquire or merge, or be involved in an amalgamation or reconstruction (as those terms are used in s413(1) of the Corporations Act), with Target; or

5 require Target to abandon, or otherwise fail to proceed with, the Transaction,

whether by way of takeover bid, members' or creditors' scheme of arrangement, reverse takeover, shareholder

approved acquisition, capital reduction, buy back, sale or purchase of shares, other securities or assets, assignment of assets and liabilities, incorporated or unincorporated joint venture, dual-listed company (or other synthetic merger), deed of company arrangement, any debt for equity arrangement, recapitalisation, refinancing or other transaction or arrangement.

For the avoidance of doubt, each successive material modification or variation of any proposal, agreement, arrangement or transaction in relation to a Competing Proposal will constitute a new Competing Proposal.

Condition Precedent

each of the conditions set out in clause 3.1.

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Schedule 2 Definitions and interpretation

Term

Meaning

Confidentiality Agreement

the confidentiality agreement between Target and Energy Fuels Resources (USA) Inc dated 14 October 2025 as may be further amended between Target and Bidder from time to time.

Consolidated Current Assets

the aggregate of all assets of the Target Group that are classified as current assets in accordance with the accounting standards (as applied consistently with the accounting policies used in the most recent audited financial statements of the Target Group) determined on a consolidated basis after eliminating all intercompany balances and transactions, and includes (without limitation):

1 cash and cash equivalents (excluding Restricted Cash);

2 trade and other receivables (net of provisions);

3 inventory;

4 prepayments; and

5 other current assets,

provided that, any proceeds of the Capital Raising are only to be included in Consolidated Current Assets to the extent that such proceeds:

6 are actually received by the Target Group in cleared funds on or before the Implementation Date;

7 do not constitute Restricted Cash; and

8 any subscription receivable or similar book entry is excluded from the calculation of Consolidated Current Assets unless and until actually received by the Target Group.

Consolidated Current Liabilities

the aggregate of all liabilities of the Target Group that are classified as current liabilities in accordance with the accounting standards (as applied consistently with the accounting policies used in the most recent audited financial statements of the Target Group), determined on a consolidated basis after eliminating all intercompany balances and transactions, and includes (without limitation):

1 trade and other payables;

2 accruals and accrued expenses;

3 contract liabilities or deferred revenue (if any);

4 current tax liabilities;

5 provisions payable within 12 months; and

6 the current portion of lease liabilities and borrowings (if any).

Consolidated Working Capital

in respect of the Target Group as at the Measurement Time, the amount (which may be positive or negative) calculated in accordance with accounting standards, on a consolidated basis as Consolidated Current Assets less Consolidated Current Liabilities.

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Schedule 2 Definitions and interpretation

Term

Meaning

Consultation Notice

has the meaning given in clause 3.4(a)(1).

Control

has the meaning given in section 50AA of the Corporations Act.

Corporations Act

the Corporations Act 2001 (Cth), as modified or varied by ASIC.

Corporations Regulations

the Corporations Regulations 2001 (Cth).

Court

the Federal Court of Australia (commenced in the Perth registry) or such other court of competent jurisdiction under the Corporations Act agreed to in writing by Bidder and Target.

Deed Poll

a deed poll substantially in the form of Attachment 3 under which Bidder and Bidder Sub (if nominated) covenant in favour of the Scheme Shareholders to perform their (respective) obligations under the Scheme.

Director Target Share

any Target Share:

1 held by or on behalf of a Target Board Member; or

2 listed as an indirect interest in the latest Appendix 3X or Appendix 3Y lodged by Target with ASX in respect of each Target Board Member,

in each case as at the date of this deed, or as subsequently acquired by a Director prior to the Scheme Meeting.

Disclosure Letter

a letter identified as such provided by Target to Bidder and countersigned by Bidder prior to entry into this deed.

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Schedule 2 Definitions and interpretation

Term

Meaning

Disclosure Materials

1 the documents and information contained in the data room made available by Target to Bidder and its Related Persons, the index of which has been initialled by, or on behalf of, the parties for identification;

2 written responses from Target and its Related Persons to requests for further information made by Bidder and its Related Persons (i) via the data room and set out in the data room; or (ii) referred to in the Disclosure Letter; and

3 the Disclosure Letter; and

4 any other materials as agreed in writing between the parties.

Donald Project

the Donald rare earth and mineral sand mining operation carried out in Victoria, Australia.

Duty

any stamp, transaction or registration duty or similar charge imposed by any Government Agency and includes, but is not limited to, any interest, fine, penalty, charge or other amount imposed in respect of any of them.

EDGAR

the Electronic Data Gathering, Analysis and Retrieval internal database system as available at www.edgarfiling.sec.gov.

Effective

1 when used in relation to the Scheme, the coming into effect, under subsection 411(10) of the Corporations Act, of the order of the Court made under paragraph 411(4)(b) of the Corporations Act in relation to the Scheme; and

2 when used in relation to the Option Scheme, the coming into effect, under subsection 411(10) of the Corporations Act, of the order of the Court made under paragraph 411(4)(b) of the Corporations Act in relation to the Option Scheme.

Effective Date

the date on which the Scheme becomes Effective.

Election Form

the election form that a Scheme Shareholder may request from the Target Registry and under which each Scheme Shareholder (other than Ineligible Foreign Shareholders) may elect to receive the scrip component of the Scheme Consideration in the form of New Bidder Shares in respect of their Scheme Shares, subject to the conditions of the Scheme.

End Date

1 31 August 2026;

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Term

Meaning

2 if extended in accordance with clause 3.7, 30 September 2026; or

3 such other as agreed in writing by the parties.

Exclusivity Period

the period from and including the date of this deed to the earlier of:

1 the date of termination of this deed;

2 the End Date; and

3 the Effective Date.

Fairly Disclosed

a reference to 'Fairly Disclosed' means

1 in relation to the Target, disclosed to Bidder or any of its Related Persons, to a sufficient extent, and in sufficient detail, so as to enable a reasonable bidder (or one of its Related Persons) experienced in a business similar to any business conducted by the Target Group, to identify the nature and scope of the relevant matter, event or circumstance (including, in each case, that the potential financial effect of the relevant matter, event or circumstance was reasonably ascertainable from the information disclosed); and

2 in relation to the Bidder, disclosed to Target or any of its Related Persons, to a sufficient extent, and in sufficient detail, so as to enable a reasonable person (or one of its Related Persons) experienced in a business similar to any business conducted by the Bidder Group, to identify the nature and scope of the relevant matter, event or circumstance (including, in each case, that the potential financial effect of the relevant matter, event or circumstance was reasonably ascertainable from the information disclosed).

Financial Adviser

any financial adviser retained by a party in relation to the Transaction from time to time.

Financial Indebtedness

any debt or other monetary liability (whether actual or contingent) in respect of monies borrowed or raised or any financial accommodation including under or in respect of any:

1 bill, bond, debenture, note or similar instrument;

2 acceptance, endorsement or discounting arrangement;

3 guarantee;

4 finance or capital lease;

5 agreement for the deferral of a purchase price or other payment in relation to the acquisition of any asset or service; or

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Term

Meaning

6 obligation to deliver goods or provide services paid for in advance by any financier.

First Court Date

the first day on which an application made to the Court for an order under subsection 411(1) of the Corporations Act convening the Scheme Meeting is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application is heard.

Government Agency

any foreign or Australian government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity (including any stock or other securities exchange), or any minister of the Crown in right of the Commonwealth of Australia or any State, and any other federal, state, provincial, or local government, whether foreign or Australian.

Implementation Date

the fifth Business Day after the Scheme Record Date, or such other date after the Scheme Record Date as the parties agree in writing.

Independent Expert

the independent expert in respect of the Scheme appointed by Target.

Independent Expert's Report

means the report to be issued by the Independent Expert in connection with the Scheme, setting out the Independent Expert's opinion whether or not the Transaction is in the best interest of Target Shareholders and the reasons for holding that opinion.

Ineligible Foreign Shareholder

a Scheme Shareholder whose address shown in the Target Share Register on the Scheme Record Date is a place outside:

1 Australia and its external territories; and

2 New Zealand,

unless Bidder (after consultation with Target) determines that it is lawful and not unduly onerous or unduly impractical to issue that Scheme Shareholder with New Bidder Shares when the Scheme becomes Effective.

Insolvency Event

means, in relation to an entity:

1 the entity resolving that it be wound up or a court making an order for the winding up or dissolution of the entity;

2 a liquidator, provisional liquidator, administrator, receiver, receiver and manager or other insolvency official being appointed to the entity or in relation to the whole, or a substantial part, of its assets;

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Term

Meaning

3 the entity executing a deed of company arrangement;

4 the entity ceases, or threatens to cease to, carry on substantially all the business conducted by it as at the date of this deed;

5 the entity is or becomes unable to pay its debts when they fall due within the meaning of the Corporations Act (or, if appropriate, legislation of its place of incorporation) or is otherwise presumed to be insolvent under the Corporations Act unless the entity has, or has access to, committed financial support from its parent entity such that it is able to pay its debts; or

6 the entity being deregistered as a company or otherwise dissolved.

Integration Committee

a committee comprised of three Target representatives and three Bidder representatives, and other persons as agreed by the parties.

Korean Metals Plant

the rare earth metals and alloys metallisation plant owned and operated by the Target and located in the Ochang Foreign Investment Zone, Ochang Province, South Korea.

Listing Rules

the official listing rules of ASX.

Material Contract

has the meaning given in the Disclosure Letter.

Material Intellectual Property Rights

intellectual property rights owned or used by a Target Group Member, which if challenged, impacted or lost would reasonably be expected to adversely impact the Target Group's ability to conduct the Target Group's rare earth metal or alloy making businesses or operations as conducted at the date of this deed.

Measurement Time

the given date at which the Consolidated Working Capital is to be calculated in respect of the Target Group.

Merged Group

the combination of the Bidder Group and the Target Group, as comprised by Bidder and its Subsidiaries following implementation of the Scheme.

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Schedule 2 Definitions and interpretation

Term

Meaning

Merged Group Information

any information regarding the Merged Group in the Scheme Booklet or any amendments or supplements to such disclosure.

Material Project

has the meaning given in the Disclosure Letter.

New Bidder CDI

a CHESS Depositary Interest, being a unit of beneficial ownership in a New Bidder Share (in the form of a CHESS Depositary Interest) registered in the name of CDN, to be issued to Scheme Shareholders under the Scheme.

New Bidder Share

a fully paid common share in Bidder to be issued to Scheme Shareholders or CDN, as applicable, under the Scheme.

NYSE

the NYSE American LLC (or any successor to the NYSE American LLC).

Operating Rules

the official operating rules of ASX.

Option Register

the register of holders of Target Options maintained by Target or the Target Registry in accordance with the Corporations Act.

Option Scheme

the creditors' scheme of arrangement under Part 5.1 of the Corporations Act between Target and the Scheme Optionholders, the form of which is attached as Attachment 4, subject to any alterations or conditions that are:

1 agreed to in writing by Bidder and Target and approved by the Court; or

2 made or required by the Court under subsection 411(6) of the Corporations Act and agreed to in writing by Bidder and Target.

Option Scheme Consideration

the consideration to be provided by Bidder to each Scheme Optionholder for the transfer to Bidder of each Scheme Option, being for each Target Option held by a Scheme Optionholder as at the Option Scheme Record Date, an amount of $0.50.

Option Scheme Deed Poll

a deed poll substantially in the form of Attachment 5 under which Bidder and Bidder Sub (if nominated) covenant in favour of the Scheme Optionholders to perform their (respective) obligations under the Option Scheme.

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Schedule 2 Definitions and interpretation

Term

Meaning

Option Scheme Effective Date

the date on which the Option Scheme becomes Effective.

Option Scheme Implementation Date

the fifth Business Day after the Option Scheme Record Date, or such other date after the Option Scheme Record Date as the parties agree in writing.

Option Scheme Meeting

the meeting of Target Optionholders ordered by the Court to be convened under subsection 411(1) of the Corporations Act to consider and vote on the Option Scheme and includes any meeting convened following any adjournment or postponement to that meeting.

Option Scheme Record Date

5.00pm on the second Business Day after the Option Scheme Effective Date or such other date as agreed in writing by Target and Bidder.

Participant

has the meaning given in the Target Equity Incentive Plan.

Pinyon Plain Project

the Pinyon Plain uranium mining operation carried out in Arizona, United States of America.

RG 60

Regulatory Guide 60 issued by ASIC in September 2020.

Registered Address

in relation to a Target Shareholder, the address shown in the Target Share Register as at the Scheme Record Date.

Regulator's Draft

the draft of the Scheme Booklet in a form which is agreed to between the parties and that is provided to ASIC for approval pursuant to subsection 411(2) of the Corporations Act.

Regulatory Approval

a clearance, waiver, ruling, approval, relief, confirmation, exemption, consent or declaration set out in clause 3.1(a).

Reimbursement Fee

$4,470,000.

Related Bodies Corporate

has the meaning set out in section 50 of the Corporations Act.

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Schedule 2 Definitions and interpretation

Term

Meaning

Related Person

1 in respect of a party or its Related Bodies Corporate, each director, officer, employee, adviser, agent or representative of that party or Related Body Corporate; and

2 in respect of a Financial Adviser, each director, officer, employee or contractor of that Financial Adviser.

Relevant Country

Australia, United States of America, Canada and South Korea.

Relevant Interest

has the meaning given in sections 608 and 609 of the Corporations Act.

Relevant Proportion

has the meaning given in the Target Equity Incentive Plan.

Restricted Cash

any cash or cash equivalents that are not available for general use by the Target Group at the Measurement Time due to any restriction or encumbrance (whether legal, regulatory, contractual or security-related) that would prevent such amounts being used to meet current obligations of the Target Group.

Reverse Reimbursement Fee

$4,470,000.

Scheme

the members' scheme of arrangement under Part 5.1 of the Corporations Act between Target and the Scheme Shareholders, the form of which is attached as Attachment 2, subject to any alterations or conditions made or required by the Court under subsection 411(6) of the Corporations Act and agreed to in writing by Bidder and Target (with such changes as the parties, acting reasonably and in good faith, agree are reasonably necessary to reflect any nomination of a Bidder Sub under clause 2(d)).

Scheme Booklet

the scheme booklet to be prepared by Target in respect of the Transaction in accordance with the terms of this deed (including clause 5.2(a) in a form agreed between the parties (acting reasonably) to be despatched to the Target Shareholders and which must include or be accompanied by:

a copy of the Scheme;

an explanatory statement complying with the requirements of the Corporations Act, the Corporations Regulations and RG 60;

the Independent Expert's Report;

a copy or summary of this deed;

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Schedule 2 Definitions and interpretation

Term

Meaning

a copy of the executed Deed Poll;

a notice of meeting; and

a proxy form.

Scheme Consideration

the consideration to be provided by Bidder to each Scheme Shareholder for the transfer to Bidder or Bidder Sub (if applicable) of each Scheme Share, being for each Target Share held by a Scheme Shareholder as at the Scheme Record Date, an amount of A$0.13 cash and:

1 0.053 New Bidder Shares; or

2 0.053 New Bidder CDIs.

Scheme Meeting

the meeting of Target Shareholders ordered by the Court to be convened under subsection 411(1) of the Corporations Act to consider and vote on the Scheme and includes any meeting convened following any adjournment or postponement of that meeting.

Scheme Options

all Target Options held by the Scheme Optionholders as at the Option Scheme Record Date.

Scheme Optionholder

a holder of a Target Option who is recorded in the Option Register as at the Option Scheme Record Date.

Scheme Record Date

5.00pm on the second Business Day after the Effective Date or such other time and date as the parties agree in writing.

Scheme Shares

all Target Shares held by the Scheme Shareholders as at the Scheme Record Date.

Scheme Shareholder

a holder of Target Shares recorded in the Target Share Register as at the Scheme Record Date.

Second Court Date

the first day on which an application made to the Court for an order under paragraph 411(4)(b) of the Corporations Act approving the Scheme is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application or appeal is heard.

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Schedule 2 Definitions and interpretation

Term

Meaning

SEC Report

means a report, schedule, form, statement or other document filed by Bidder on EDGAR pursuant to the U.S. Securities Act or the U.S. Exchange Act.

Security Interest

has the meaning given in section 51A of the Corporations Act.

SEDAR Report

a report, schedule, form, statement or other document filed by Bidder on SEDAR+ pursuant to applicable Canadian securities laws or the TSX Rules.

SEDAR+

the System for Electronic Data Analysis and Retrieval as available at www.sedarplus.ca.

Specified Individual

has the meaning given in the Disclosure Letter.

Standard Tax Conditions

the tax conditions or undertakings described in, or which are substantially similar in all material respects to, the tax related conditions and undertakings described in section D (Examples of tax conditions) of FIRB's guidance note 12 (version 5 (27 May 2025)) issued by or on behalf of FIRB.

Subsidiary

has the meaning given in Division 6 of Part 1.2 of the Corporations Act, provided that an entity will also be taken to be a Subsidiary of another entity if it is controlled by that entity (as 'control' is defined in section 50AA of the Corporations Act) and, without limitation:

3 a trust may be a Subsidiary, for the purposes of which a unit or other beneficial interest will be regarded as a share; and

4 an entity may be a Subsidiary of a trust if it would have been a Subsidiary if that trust were a corporation.

Superior Proposal

a bona fide Competing Proposal:

1 of the kind referred to in any of paragraphs 2, 3, 4 or 5 of the definition of Competing Proposal; and

2 not resulting from a breach by Target of any of its obligations under clause 11 of this deed (it being understood that any actions by the Related Persons of Target not permitted by clause 11 will be deemed to be a breach by Target for the purposes hereof),

that the Target Board, acting in good faith, and after receiving written legal advice from its external legal advisers and written financial advice from its Financial Adviser, determines:

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Schedule 2 Definitions and interpretation

Term

Meaning

3 is reasonably capable of being valued and completed in a reasonable timeframe; and

4 would, if completed substantially in accordance with its terms, be more favourable to Target Shareholders (as a whole) than the Transaction (and, if applicable, than the Transaction as amended or varied following application of the matching right set out in clause 11.6),

in each case taking into account all terms and conditions and other aspects of the Competing Proposal (including any timing considerations, any conditions precedent, the identity of the proponent or other matters affecting the probability of the Competing Proposal being completed) and of the Transaction.

TAA

the Taxation Administration Act 1953 (Cth).

Takeovers Panel

the Australian Takeovers Panel.

Target Board

the board of directors of Target and a Target Board Member means any director of Target comprising part of the Target Board.

Target Consolidated Tax Group

the consolidated group of which Target is the head company (where 'consolidated group' and 'head company' have the same meaning as in the Tax Act).

Target Equity Incentives

rights to Target Shares issued under the Target Equity Incentive Plan as listed in Schedule 5.

Target Equity Incentive Plan

the Rules of the Australian Strategic Materials Limited Performance Right Plan as approved by Target Shareholders on 26 November 2024 and uploaded to the data room at #02.01.02.03.

Target Group

Target and each of its Subsidiaries, and a reference to a Target Group Member or a member of the Target Group is to Target or any of its Subsidiaries.

Target Indemnified Parties

Target, its Subsidiaries and their respective directors, officers and employees.

Target Information

information regarding the Target Group prepared by Target for inclusion in the Scheme Booklet that explains the effect of the Scheme and sets out the information prescribed by the Corporations Act and the Corporations Regulations, and any other information that is material to the making of a decision by Target Shareholders whether or not to vote in favour of the Scheme, being information that is within the knowledge of each of the Target Board Members, which for the avoidance of doubt comprises the entirety of the Scheme Booklet (and any information provided by Target to Bidder contained in, or used in the preparation of, the information regarding the Merged Group) but does not include the Bidder Information, the Independent Expert's Report or any description of the taxation effect of the Transaction on Scheme Shareholders prepared by an external adviser to Target.

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Schedule 2 Definitions and interpretation

Term

Meaning

Target Material Adverse Change

1 the effect that the value of the consolidated net assets of the Target Group, taken as a whole is $20,000,000 less than the Targets' consolidated net assets as at 30 June 2025; or

2 a material adverse effect on:

the Target's ownership interest in a Material Project, including any material and adverse changes to the legal status of or terms applicable to a Material Project; or

the Material Intellectual Property Rights owned or used by a Target Group Member, including the disposal, assignment, lapsing or licensing of any Material Intellectual Property Rights or otherwise any adverse impact on or dispute in respect of the ownership, validity, subsistence or enforceability of any of the Material Intellectual Property Rights,

other than those events, changes, conditions, matters, circumstances or things:

3 expressly required to be done by this deed, the Scheme or the Option Scheme;

4 that are Fairly Disclosed in the Disclosure Materials;

5 arising from any act of terrorism, outbreak or escalation of war, major hostilities, civil unrest or outbreak or escalation of any disease epidemic or pandemic;

6 arising from any act of God, natural disaster, lightning, storm flood, bushfire, earthquake, explosion, cyclone, tidal wave, landslide, on or after the date of this deed;

7 agreed in writing by Bidder;

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Schedule 2 Definitions and interpretation

Term

Meaning

8 resulting from any actual or announced change to any applicable law, any judicial or administrative interpretation of the law or any practice or policy of a Government Agency, including in relation to Tax; or

9 arising as a result of any actual or announced change in any generally accepted accounting principles or standards or the interpretation of such principles or standards,

except, in the case of each of the matters contemplated in items 5, 6, 8 and 9 if the effects of such event, change,

condition, matter, circumstance or thing are, or would be considered reasonably likely to be, disproportionately adverse to the Target Group as compared to the effects on other comparable companies in the same industries as the Target Group, then those effects are excluded from the matters contemplated in items 6, 7, 9 and 10 (as applicable) only to the extent of such disproportionate effect and not in their entirety.

For the purposes of this definition, consolidated net assets will be calculated using the same principles as were used to calculate the consolidated net assets in the most recent audited financial statements of Target as at the date of this deed.

Target Option

an option issued by Target entitling the holder to acquire Target Shares as listed in Schedule 5.

Target Optionholder

a holder of a Target Option listed in Schedule 5, who is recorded in the Option Register.

Target Prescribed Occurrence

other than as:

1 expressly required to be done by this deed, the Scheme or the Option Scheme or permitted to be done under clause 4.10;

2 Fairly Disclosed in the Disclosure Materials;

3 agreed to in writing by Bidder;

the occurrence of any of the following:

1 Target converting all or any of its shares into a larger or smaller number of shares;

2 a member of the Target Group resolving to reduce its share capital in any way (other than in accordance with ordinary course, intra-group funding arrangements);

3 a member of the Target Group:

entering into a buy-back agreement; or

resolving to approve the terms of a buy-back agreement under the Corporations Act;

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Schedule 2 Definitions and interpretation

Term

Meaning

4 a member of the Target Group issuing shares, or granting an option over its shares, or agreeing to make such an issue or grant such an option, other than:

to a directly or indirectly wholly-owned Subsidiary of Target or otherwise in accordance with ordinary course, intra-group funding arrangements; or

the issue of shares upon the exercise of Target Options set out in Schedule 5;

5 other than in accordance with ordinary course, intra-group funding arrangements, a member of the Target Group issuing or agreeing to issue securities, other instruments convertible into shares or debt securities or rights for the issue of shares or debt securities, or vesting or accelerating or agreeing to vest or accelerate a performance right or an option over its shares;

6 a member of the Target Group disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property when taken in the context of the Target Group as a whole

7 a member of the Target Group granting a Security Interest, or agreeing to grant a Security Interest, in the whole, or a substantial part, of its business or property, when taken in the context of the Target Group as a whole; or

8 an Insolvency Event occurs in relation to a member of the Target Group.

Target Regulated Event

other than:

1 as expressly required to be done by this deed, the Scheme or the Option Scheme or permitted to be done under clause 4.7 or 4.10;

2 as Fairly Disclosed in the Disclosure Materials; or

3 as agreed to in writing by Bidder;

the occurrence of any of the following:

4 the Target reclassifying, combining, splitting or redeeming or repurchasing directly or indirectly any of its shares;

5 a Target Group Member acquiring or disposing of, or entering into or announcing any agreement for the acquisition or disposal of, any asset or business, or entering into any corporate transaction, which would or would reasonably be likely to involve a material change in:

the manner in which the Target Group conducts its business;

the nature (including balance sheet classification), extent or value of the assets of the Target Group; or

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Schedule 2 Definitions and interpretation

Term

Meaning

the nature (including balance sheet classification), extent or value of the liabilities of the Target Group;

6 Bidder becoming aware that the Target Representation and Warranty in paragraph (j) of Schedule 4 is inaccurate

7 a member of the Target Group entering into a contract or commitment restraining a member of the Target Group from competing with any person or conducting any activities in any market;

8 Target announcing, making, declaring, paying or distributing any dividend, bonus or other share of its profits or assets or returning or agreeing to return any capital to its members (whether in cash or in specie);

9 Target amending the terms of the Target Equity Incentive Plan;

10 a Target Group Member settling or agreeing to settle in cash the conversion, exercise or termination of the Target Equity Incentives;

11 a member of the Target Group making any change to its constitution;

12 a member of the Target Group:

acquiring, leasing or disposing of;

agreeing, offering or proposing to acquire, lease or dispose of; or

announcing or proposing a bid, or tendering, for,

any business, tangible or intangible assets, property, entity or undertaking, the value of which exceeds $10,000,000 (individually or in aggregate);

13 a member of the Target Group ceasing, or threatening to cease, carrying on the business conducted by the relevant Target Group Member in the 12 months prior to the date of this deed;

14 a member of the Target Group:

entering into any contract or commitment (including in respect of Financial Indebtedness) requiring payments by the Target Group in excess of $1,000,000 (individually or in aggregate) other than where the contract or commitment concerns offtake arrangements in relation to Korean Metals Plant that provide for a term of 12 months or less;

without limiting the foregoing, (i) agreeing to incur or incurring capital expenditure of more than $5,000,000 (individually or in aggregate) or (ii) incurring any Financial Indebtedness of an amount in excess of $5,000,000 (individually or in aggregate);

waiving any material third party default where the financial impact on the Target Group will be in excess of $5,000,000 (individually or in aggregate); or

accepting as a compromise of a matter less than the full compensation due to a member of the Target Group where the financial impact of the compromise on the Target Group is more than $5,000,000 (individually or in aggregate);

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Schedule 2 Definitions and interpretation

Term

Meaning

15 a member of the Target Group agreeing to any revocation, suspension or variation of any of the Authorisation or mining tenure for the Material Projects in a manner that has a materially negative impact on the Target Group as whole;

16 other than in the ordinary course and other than in respect of:

offtake arrangements in relation to the Korean Metals Plant that provides for a term of 12 months or less; or

raw material agreements that provide for a term of 12 months or less,

a member of the Target Group entering into any royalty agreement, offtake agreement, raw material agreements, input supply agreements, joint venture, farm-in, farm-out or similar arrangement with respect to the Material Projects or any other project;

17 a member of the Target Group:

entering into any investment agreement, stability agreement or similar arrangement, including any binding memorandum of understanding or heads of agreement, with respect to a Material Project with a Governmental Agency, or an amendment relating thereto; or

agreeing the terms for the voluntary participation of a Governmental Agency in a Material Project (or a share interest in the Target Group Member that holds the Target Group interest in a Material Project),

except with the prior written consent of Bidder not to be unreasonably withheld;

18 a member of the Target Group entering, or agreeing to enter, any licence agreement or other similar arrangement or to which any of the assets of any member of the Target Group is subject where the financial impact on the Target Group will be in excess of $1,000,000;

19 a member of the Target Group amending, suspending, waiving any material right under or terminating a Material Contract where the financial impact on the Target Group will be in excess of $2,500,000 (individually or in aggregate);

20 a member of the Target Group entering into, terminating or amending in a material manner or waiving any material claims or rights under, or waiving the benefit of, or making any material election or exercising any material rights under, any provisions of any agreement, arrangement or understanding where the entry into, amendment or waiver of, or election or exercise of rights under, the relevant agreement, arrangement or understanding will have a financial impact on the Target Group of at least $5,000,000 or more (in aggregate), other than:

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Schedule 2 Definitions and interpretation

Term

Meaning

in the ordinary course of business; and

if the entry into, termination or amendment to any offtake agreements in relation to the Korean Metals Plant that provide for a term of 12 months or less;

21 a member of the Target Group entering into any agreement that contains a change of control consent right or fee or unilateral termination right that would be exercisable as a result of the Scheme being implemented, and in respect of which implementation of the Scheme is reasonably likely to give rise to an adverse financial impact in excess of $1,000,000 in aggregate, unless the counterparty to the agreement has provided a binding waiver or release of those rights;

22 a member of the Target Group making any acquisition, purchase or payment or incurring any expenditure or other financial commitment (other than pursuant to a contract or arrangement (including, for the avoidance of doubt, the engagement agreement disclosed in the Disclosure Materials with the document reference number 20.01.03.01) in the form that existed as at the date of this deed), or incurring any new indebtedness following the date of this deed, in each case which would have a reasonable likelihood of causing the Target Group’s Consolidated Working Capital as at the Implementation Date to be less than $5,000,000 plus the aggregate amount of the cash component of the Scheme Consideration to the extent not required to be spent by the Target Group on expenses as a result of any deferral of the Implementation Date past 30 June 2026 (such expenses being approved in writing by Bidder acting reasonably, or as otherwise agreed in writing by Bidder) without the prior written consent of Bidder (such approval not to be unreasonably withheld or delayed);

23 a member of the Target Group incurring or entering into any new commitment(s) involving the purchase of plant and equipment or for other like capital expenditure of more than $5,000,000 (individually or in aggregate);

24 a member of the Target Group creating, or agreeing to create, an Encumbrance over, or declares itself the trustee of, all or substantially all of the business, property or other assets of any member of the Target Group or the Target Group (as a whole), in each case where the Encumbrance or trust arrangement relates to business, property or other assets with an aggregate value in excess of $1,000,000;

25 a member of the Target Group providing financial accommodation other than to members of the Target Group (irrespective of what form of Financial Indebtedness that accommodation takes) in excess of $1,000,000 (individually or in aggregate);

26 a member of the Target Group entering into any agreement, arrangement or transaction with respect to derivative instruments (including, but not limited to, swaps, futures contracts, forward commitments, commodity derivatives or options) or similar instruments, other than where the agreement, arrangement or transaction relates to:

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Term

Meaning

foreign exchange forward contracts up to an aggregate amount of $10,000,000;

fixed price forward physical sales or purchases providing for physical delivery in the ordinary course; or

term deposits;

27 a member of the Target Group entering into, or resolving to enter into, a transaction with any related party of Target (other than a related party which is a member of the Target Group), as defined in section 228 of the Corporations Act;

28 a member of the Target Group entering into or materially altering, varying or amending any employment, consulting, severance or similar agreement or arrangement with one or more officers, directors, or other executives or senior employees, or accelerating or otherwise materially increasing compensation or benefits for any of the above, in each case other than pursuant to:

contractual arrangements in effect on the date of this deed and which are contained in the Disclosure Materials; or

Target policies and guidelines in effect on the date of this deed and which are contained in the Disclosure Materials; or

in accordance with ordinary course, benchmark salary review processes,

provided that the aggregate of all increases in compensation or benefits is no greater than $1,500,000 over a 12 month period from the date of this deed, unless discussed with the Chief Executive Officer of Bidder who agrees to meet to discuss any proposed increases in excess of this amount and to give reasonable consideration to any such proposal;

29 a member of the Target Group paying any of its officers, directors, other executives or employees a termination or retention payment in aggregate in an amount in excess of $1,000,000 other than in accordance with contractual arrangements in effect on the date of this deed;

30 a member of the Target Group:

amending in any material respect any agreement or arrangement with a Financial Adviser or other professional adviser for the provision of services in respect of the Transaction, or entering into an agreement or arrangement with a new Financial Adviser or other professional adviser for the provision of services in respect of the Transaction or entering into a new agreement or arrangement with an existing Financial Adviser or other professional adviser for the provision of services in respect of the Transaction or a Competing Proposal; or

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Term

Meaning

paying or agreeing to pay any discretionary incentive fee to any Financial Adviser or other professional adviser for the provision of services in respect of the Transaction or a Competing Proposal under any new or existing agreement or arrangement;

31 a member of the Target Group changing any accounting policy applied by them to report their financial position other than any change in policy required by a change in accounting standards;

32 a member of the Target Group doing anything that would result in a change in the Target Consolidated Tax Group;

33 a member of the Target Group becoming a party to or compromising or settling any investigation, industrial action, prosecution, arbitration, litigation, dispute or legal or administrative proceedings which is directed by or towards a member of the Target Group and could reasonably be expected to give rise to a liability for the Target Group in excess of $1,000,000 (Material Proceedings) and for the avoidance of doubt which has been initiated or instigated by a member of the Target Group and which is not frivolous or vexatious, or circumstances arising which could reasonably be expected to give rise to any Material Proceedings;

34 a member of the Target Group settling, making any concessions in relation to, or agreeing to compromise any material Tax or Duty claims, liabilities, audits or disputes or making any election in relation to Tax or Duty, where the financial impact on the Target Group of such settlement, compromise, concession or election will be in excess of $5,000,000 (individually or in the aggregate) or where the net impact on the amount of tax losses or tax attributes is in excess of $5,000,000, initiating a voluntary disclosure or similar proceeding relating to material Tax or Duty matters, or waiving or compromising a right to a material Tax or Duty refund;

35 a member of the Target Group (i) making, changing or rescinding any material Tax or Duty election, information schedule, return or designation, (ii) filing any materially amended Tax return, (iii) entering into any material agreement with a Government Agency with respect to Taxes or Duties, (iv) entering into or changing any material Tax sharing or funding agreement, Tax advance pricing agreement, or Tax indemnification agreement that is binding on a member of the Target Group, (v) surrendering any right to claim a material Tax or Duty abatement, reduction, deduction, exemption, credit or refund, (vi) consenting to the extension or waiver of the limitation period applicable to any material Tax or Duty matter, or (vii) making a request for a material Tax or Duty ruling or (viii) materially amending or changing any of its methods for reporting income, deductions or accounting for income Tax purposes unless such change is required by law (in each case, where the financial impact on the Target Group is reasonably likely to be in excess of $1,000,000);

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Term

Meaning

36 a member of the Target Group cancelling, materially amending or knowingly failing to renew (or replace) on its expiry any existing insurance policy, on which the business of the Target depends in a material respect;

37 a member of the Target Group suffering any revocation, suspension or variation of any of the Authorisation or mining tenure for the Material Projects in a manner that has a materially negative impact on the Target Group as whole, other than as a result of an agreement by a member of the Target Group; or

38 a member of the Target Group becoming a party to or compromising or settling any Material Proceedings and for the avoidance of doubt which has been initiated or instigated by a person or entity that is not a member of the Target Group and which is not frivolous or vexatious, or circumstances arising which could reasonably be expected to give rise to any Material Proceedings.

Target Options

options to acquire Target Shares listed in Schedule 5.

Target Registry

Automic Pty Ltd ABN 27 152 260 814.

Target Representations and Warranties

the representations and warranties of Target set out in Schedule 4, as each is qualified by clause 7.5.

Target Share

a fully paid ordinary share in the capital of Target.

Target Shareholder

each person who is registered as the holder of a Target Share in the Target Share Register.

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Term

Meaning

Target Share Register

the register of members of Target maintained in accordance with the Corporations Act.

Tax

any tax, levy, charge, impost, fee, deduction, goods and services tax, compulsory loan or withholding, that is assessed, levied, imposed or collected by any Government Agency and includes any interest, fine, penalty, charge, fee or any other amount imposed on, or in respect of any of the above.

Tax Act

the Income Tax Assessment Act 1997 (Cth).

Third Party

a person other than Bidder, its Related Bodies Corporate and its other Associates.

Timetable

the indicative timetable for the implementation of the Transaction set out in Attachment 1.

Transaction

the acquisition of the Scheme Shares by Bidder or Bidder Sub (if applicable) through implementation of the Scheme in accordance with the terms of this deed.

TSX

the Toronto Stock Exchange.

TSX Rules

the rules of the TSX in the TSX Company Manual.

U.S. Securities Act

the United States Securities Act of 1933 and the rules and regulations thereunder.

White Mesa Project

the uranium, vanadium and rare earth elements milling and processing operation carried out in San Juan County, Utah, United States of America.

2 Interpretation

2.1 Interpretation

In this deed:

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(a) headings and bold type are for convenience only and do not affect the interpretation of this deed;

(b) the singular includes the plural and the plural includes the singular;

(d) other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning;

(e) a reference to a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency, as well as an individual;

(f) a reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to this deed;

(g) a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them (whether passed by the same or another Government Agency with legal power to do so);

(h) a reference to a document (including this deed) includes all amendments or supplements to, or replacements or novations of, that document;

(i) a reference to '$', 'A$' or 'dollar' is to the lawful currency of Australia;

(j) a reference to any time is, unless otherwise indicated, a reference to that time in Perth, Australia;

(k) a reference to any time is, unless otherwise indicated, a reference to that time in Perth, Australia;

(l) a reference to a party to a document includes that party's successors and permitted assignees;

(m) no provision of this deed will be construed adversely to a party because that party was responsible for the preparation of this deed or that provision;

(n) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;

(o) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

(p) a reference to a body (including an institute, association or authority), other than a party to this deed, whether statutory or not:

(1) which ceases to exist; or

(2) whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

(q) a reference to an agreement other than this deed includes a deed and any legally enforceable undertaking, agreement, arrangement or understanding, whether or not in writing;

(r) a reference to liquidation or insolvency includes appointment of an administrator, a reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, bankruptcy, or a scheme, compromise or arrangement with creditors (other than solely with holders of securities or derivatives),or any similar procedure or, where applicable, changes in the constitution of any partnership or Third Party, or death;

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(s) if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

(t) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(u) if an act prescribed under this deed to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day;

(v) a reference to the Listing Rules and the Operating Rules includes any variation, consolidation or replacement of these rules and is to be taken to be subject to any waiver or exemption granted to the compliance of those rules by a party; and

(w) a reference to something being "reasonably likely" (or to a similar expression) is a reference to that thing being more likely than not to occur when assessed objectively.

2.2 Interpretation of inclusive expressions

Specifying anything in this deed after the words 'include' or 'for example' or similar expressions does not limit what else is included.

2.3 Business Day

Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.

2.4 Listing requirements included as law

A listing rule or business rule of a securities exchange will be regarded as a law, and a reference to such a rule is to be taken to be subject to any waiver or exemption granted to a party.

2.5 Obligation to use best endeavours

A reference to a party using or obligation on a party to use its best endeavours does not oblige that party to:

(a) pay money:

(1) in the form of an inducement or consideration to a third party to procure something (other than the payment of immaterial expenses or costs, including costs of advisers, to procure the relevant thing); or

(2) in circumstances that are commercially onerous or unreasonable in the context of this deed;

(b) provide other valuable consideration to or for the benefit of any person; or

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Schedule 3

Bidder Representations and Warranties

Bidder represents and warrants to Target (in its own right and separately as trustee or nominee for each of the other Target Indemnified Parties) that:

(d) Bidder Information: the Bidder Information provided for inclusion in the Scheme Booklet, as at the date the Scheme Booklet is despatched to Target Shareholders, will be accurate in all material respects and will not contain any statement which is materially misleading or deceptive (with any statement of belief or opinion being honestly held and formed on a reasonable basis), including by way of omission from that statement;

(e) basis of Bidder Information: the Bidder Information:

(1) will be provided to Target in good faith and on the understanding that Target and each other Target Indemnified Party will rely on that information for the purposes of preparing the Scheme Booklet and determining to proceed with the Transaction; and

(2) will comply in all material respects with the requirements of the Corporations Act, the Corporations Regulations, RG 60, applicable Takeovers Panel guidance notes and the Listing Rules,

and all information provided by or on behalf of Bidder to the Independent Expert will be prepared and provided in good faith and on the understanding that the Independent Expert will rely on that information for the purpose of preparing the Independent Expert's Report;

(f) new information: it will, as a continuing obligation, provide to Target all further or new information which arises after the Scheme Booklet has been despatched to Target Shareholders until the date of the Scheme Meeting which is necessary to ensure that the Bidder Information is not misleading or deceptive (including by way of omission);

(g) validly existing: it is a validly existing corporation under the laws of the Province of Ontario;

(h) authority: the execution and delivery of this deed by Bidder has been properly authorised by all necessary corporate action of Bidder, and Bidder has taken or will take all necessary corporate action to authorise the performance of this deed and the transactions contemplated by this deed;

(i) power: it has full capacity, corporate power and lawful authority to execute, deliver and perform this deed and all other agreements and instruments to be executed by the Bidder as contemplated by this deed, and to carry out the transactions contemplated by this deed and under such other agreements and instruments;

(j) no default: neither this deed nor the carrying out by Bidder of the transactions contemplated by this deed does or will conflict with or result in the breach of or a default under:

(1) any provision of Bidder's constitution; or

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(2) any writ, order or injunction, judgment, law, rule or regulation (including, to avoid doubt, the rules or policies of the TSX and NYSE) to which it is party or subject or by which it or any other Bidder Group Member is bound

and it is not otherwise bound by any agreement that would prevent or restrict it from entering into or performing this deed;

(k) deed binding: this deed is a valid and binding obligation of Bidder, enforceable in accordance with its terms;

(l) Bidder Sub: to the extent Bidder exercises its rights under clause 2(d) to nominate a Bidder Sub, Bidder Sub, will be a wholly-owned Subsidiary of Bidder;

(m) Insolvency Event or regulatory action: no Insolvency Event has occurred in relation to it or another Bidder Group Member, nor has any regulatory action of any nature of which it is aware been taken that would reasonably be likely to prevent or restrict its ability to fulfil its obligations under this deed, under the Deed Poll or under the Scheme;

(n) New Bidder Shares: the New Bidder Shares (including those issued to CDN in connection with the New Bidder CDIs) to be issued in accordance with clause 4.2 and the terms of the Scheme will be duly authorised and validly issued, fully paid, non-assessable and free of all security interests and third party rights and will rank equally with all other Bidder Shares then on issue;

(o) Disclosure: as at the date of this deed, it is in compliance in all material respects with the material disclosure requirements of the TSX, NYSE, the SEC and other applicable Canadian securities laws;

(p) Capital structure: as at the date of this deed, its issued equity securities comprise 240,827,469 Bidder Shares and, other than:

(1) the equity securities of the Bidder to be issued under the former and current compensation plans of the Bidder Group (including, for the avoidance of doubt, common shares issuable upon the exercise of outstanding stock options, restricted stock units and share appreciation rights issued under the former and current compensation plans of the Bidder Group);

(2) common shares of the Bidder issuable upon conversion of the $US700,000,000 Convertible Senior Notes issued on 3 October 2025;

(3) common shares of the Bidder not exceeding 1% of the total share capital of the Bidder Group as at the date of this deed to be issued under existing contracts and consulting arrangements; and

(4) common shares of the Bidder that could become issuable under the Bidder's existing shareholder rights plan as disclosed in the Bidder's Form 10-K for the financial year ending 31 December 2024,

Bidder has not issued or granted (or agreed to issue or grant) any other securities, options, warrants, performance rights or other instruments which are still outstanding and may convert into Bidder Shares and no Bidder Group Member is under any obligation to issue or grant, and no person has any right to call for the issue or grant of, any shares, options, warrants, performance rights or other securities or instruments in such Bidder Group Member;

(q) Interests in the Target: as at the date of this deed:

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(1) Bidder and its associates do not have a Relevant Interest in any Target Shares, and neither Bidder nor any associate of Bidder has a Relevant Interest in, or a right to acquire, any other Target Shares (whether issued or not or held by Bidder or not); and

(2) Bidder and each of its Related Persons have not entered into any agreement or arrangement that confers rights the economic effect of which is equivalent or substantially equivalent to holding, acquiring, or disposing of securities in any member of the Target Group or of any assets of any member of the Target Group (including cash-settled derivative contract, contracts for difference or other derivative contracts);

(r) Bidder Disclosure Materials: it has collated and prepared all of the Bidder Disclosure Materials in good faith for the purposes of a due diligence process and in this context, as far as Bidder is aware:

(1) the Bidder Disclosure Materials have been collated with all reasonable care and skill;

(2) the information contained in the Bidder Disclosure Materials is accurate in all material respects;

(3) the Bidder Disclosure Materials do not include information that is misleading in any material respect;

(4) no information has been omitted from the Bidder Disclosure Materials that, in Bidder's reasonable opinion, would render the Bidder Disclosure Materials misleading in any material respect; and

(5) all information that is material to a reasonable target's evaluation of the Bidder Group or decision whether to proceed with the Transaction has been disclosed in the Bidder Disclosure Materials;

(s) material licences: the Bidder Group has all material licences, authorisations and permits necessary for it to conduct the business of the Bidder Group as it is being conducted as at the date of this deed, and no member of the Bidder Group:

(1) is in material breach of, or default under, any such licence, authorisation or permit; or

(2) has received any notice in respect of the termination, revocation, variation or non-renewal of any such licence, authorisation or permit; and

(t) reasonable basis: Bidder has a reasonable basis to expect that it will, on the Implementation Date, have available to it sufficient cash amounts from internal cash reserves to satisfy the Bidder's obligations to provide the aggregate amount of the cash component of the Scheme Consideration in accordance with the terms of this deed, the Scheme and the Deed Poll.

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Schedule 4

Target Representations and Warranties

Target represents and warrants to Bidder (in its own right and separately as trustee or nominee for each of the other Bidder Indemnified Parties) that:

(a) Target Information: the Target Information contained in the Scheme Booklet, as at the date the Scheme Booklet is despatched to Target Shareholders, will be accurate in all material respects and will not contain any statement which is materially misleading or deceptive (with any statement of belief or opinion being honestly held and formed on a reasonable basis), including by way of omission from that statement;

(b) basis of Target Information: the Target Information:

(1) will be prepared and included in the Scheme Booklet in good faith and on the understanding that Bidder and each other Bidder Indemnified Party will rely on that information for the purposes of determining to proceed with the Transaction and considering and approving the Bidder Information;

(2) will comply in all material respects with the requirements of the Corporations Act, the Corporations Regulations, RG 60, applicable Takeovers Panel guidance notes and the Listing Rules,

and all information provided by or on behalf of Target to the Independent Expert will be prepared and provided in good faith and on the understanding that the Independent Expert will rely on that information for the purpose of preparing the Independent Expert's Report;

(c) new information: it will, as a continuing obligation (but in respect of the Bidder Information, only to the extent that Bidder provides Target with updates to the Bidder Information), ensure that the Scheme Booklet is updated or supplemented to include all further or new information which arises after the Scheme Booklet has been despatched to Target Shareholders until the date of the Scheme Meeting which is necessary to ensure that the Scheme Booklet is not misleading or deceptive (including by way of omission);

(d) validly existing: each member of the Target Group is a validly existing corporation registered under the laws of its place of incorporation;

(e) authority: the execution and delivery of this deed by Target has been properly authorised by all necessary corporate action of Target, and Target has taken or will take all necessary corporate action to authorise the performance of this deed and the transactions contemplated by this deed;

(f) power: it has full capacity, corporate power and lawful authority to execute, deliver and perform this deed and to carry out the transactions contemplated by this deed;

(g) no default: neither this deed nor the carrying out by Target of the transactions contemplated by this deed does or will conflict with or result in the breach of or a default under:

(1) any provision of Target's constitution; or

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(2) any material term or provision of any Material Contract (including any financing arrangements) or any writ, order or injunction, judgment, law, rule or regulation to which it is party or subject or by which it or any other Target Group Member is bound,

and it is not otherwise bound by any agreement that would prevent or restrict it from entering into or performing this deed;

(h) deed binding: this deed is a valid and binding obligation of Target, enforceable in accordance with its terms;

(i) continuous disclosure: as at the date of this deed, Target is in compliance with its continuous disclosure obligations under Listing Rule 3.1 and, other than for this Transaction, it is not relying on the carve-out in Listing Rule 3.1A to withhold any material information from public disclosure;

(j) Target filings: no material information contained in any document or announcement which any Target Group Member has lodged or filed with, or otherwise given to, ASIC or ASX (or which has been lodged, filed or given on behalf of a Target Group Member) since the date 12 months prior to the date of this Deed, was misleading or deceptive in any material respect (whether by omission or otherwise) as at the date the relevant document was lodged, filed with or given to ASIC or ASX (or, if applicable, such other date that the information in the relevant document was expressed to be given);

(k) capital structure: its capital structure, including all issued securities as at the date of this deed, is as set out in Schedule 5 and it has not issued or granted (or agreed to issue or grant) any other securities, options, warrants, performance rights or other instruments which are still outstanding and may convert into Target Shares other than as set out in Schedule 5 and no Target Group Member is under any obligation to issue or grant, and no person has any right to call for the issue or grant of, any shares, options, warrants, performance rights or other securities or instruments in such Target Group Member;

(l) dealings in Target securities: as at the date of this deed:

(1) Target and its associates do not have a Relevant Interest in any Target Shares, and neither Target nor any associate of Target has a Relevant Interest in, or a right to acquire, any other Target Shares (whether issued or not or held by Target or not); and

(2) Target and each of its Related Persons have not entered into any agreement or arrangement that confers rights the economic effect of which is equivalent or substantially equivalent to holding, acquiring, or disposing of securities in any member of the Target Group or of any assets of any member of the Target Group (including cash-settled derivative contract, contracts for difference or other derivative contracts);

(m) structure diagram: the corporate structure diagram disclosed in the Disclosure Materials lists all of the members of the Target Group and the details included are true and accurate;

(n) interest: the Disclosure Materials set out full details of any company, partnership, trust, joint venture (whether incorporated or unincorporated) or other enterprise in which Target or another Target Group Member owns or otherwise holds any interest;

(o) Insolvency Event or regulatory action: no Insolvency Event has occurred in relation to it or another Target Group Member, nor has any regulatory action of any nature been taken that would reasonably be likely to prevent or restrict its ability to fulfil its obligations under this deed or under the Scheme;

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(p) compliance: each member of the Target Group has complied in all material respects with all Australian and foreign laws and regulations (including Tax laws and regulations) applicable to them and orders of Australian and foreign Government Agencies having jurisdiction over them and there is no judgment, injunction, order or decree binding on any member of the Target Group that constitutes or would be likely to constitute a Target Material Adverse Change;

(q) material licences: the Target Group has all material licences, authorisations and permits necessary for it to conduct the business of the Target Group as it is being conducted as at the date of this deed, and no member of the Target Group:

(1) is in material breach of, or default under, any such licence, authorisation or permit; or

(2) has received any notice in respect of the termination, revocation, variation or non-renewal of any such licence, authorisation or permit;

(r) advisers: it has provided complete and accurate information regarding fee levels in all retainers and mandates with Financial Advisers and fee estimates for other advisers in relation to the Scheme, any Competing Proposals and any other transaction where such retainer or mandate is current, or under which the Target Group still has obligations;

(s) Disclosure Materials: it has collated and prepared all of the Disclosure Materials in good faith for the purposes of a due diligence process and in this context, as far as Target is aware:

(1) the Disclosure Materials have been collated with all reasonable care and skill;

(2) the information contained in the Disclosure Materials is accurate in all material respects;

(3) the Disclosure Materials do not include information that is misleading in any material respect;

(4) no information has been omitted from the Disclosure Materials that, in Target's reasonable opinion, would render the Disclosure Materials misleading in any material respect; and

(5) all information that is material to a reasonable buyer's evaluation of the Target Group or decision whether to proceed with the Transaction has been disclosed in the Disclosure Materials.

(t) all information: it is not aware of any information relating to the Target Group or its respective businesses or operations (having made reasonable enquiries) as at the date of this deed that has or could reasonably be expected to give rise to a Target Material Adverse Change that has not been disclosed in an announcement by Target to ASX or in the Disclosure Materials;

(u) not misleading: all information it has provided or will provide to the Independent Expert, as contemplated by clause 5.2(r) or otherwise, or to Bidder, is accurate in all material respects and not misleading, and it has not omitted any information required to make the information provided to the Independent Expert or Bidder not misleading;

(v) no contravention of Corporations Act or Listing Rules: neither ASIC nor ASX has made a determination against any member of the Target Group for any contravention of the requirements of the Corporations Act or the Listing Rules or any rules, regulations or regulatory guides under the Corporations Act or the Listing Rules and, as far as Target is aware, no event has occurred which reasonably could or would reasonably be likely to result in such a determination being made;

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(w) litigation: there are no current material actions, suits, arbitrations or legal or administrative proceedings against any member of the Target Group and, as far as Target is aware:

(1) there are no (i) current, pending or threatened material claims, disputes or demands, or (ii) pending or threatened material actions, suits, arbitrations or legal or administrative proceedings, in each case against any member of the Target Group; and

(2) no member of the Target Group is the specific focus of any material formal investigation by a Government Agency (not being an industry-wide investigation);

(x) encumbrances: other than any security interest disclosed in the Disclosure Materials, there is no security interest over all or any of the Target Group's present or future assets or revenues;

(y) no Target Material Adverse Change: immediately prior to entry into this deed, no Target Material Adverse Change has occurred;

(z) specific compliance: as far as Target is aware:

(1) each member of the Target Group and each former or present director, officer, employee, agent or other person acting on behalf of any Target Group Member has complied in all material respects with all laws and regulations relating to labour and employment, anti-money laundering, anti-bribery and anti-corruption in jurisdictions in which the Target Group operates (Relevant Laws);

(2) Target has not received notice of any actual or alleged material breach of any Relevant Laws by any Target Group Member; and

(3) the Target Group has effective controls in place to prevent, detect and deter violations of Relevant Laws;

(aa) Material Contracts:

(1) all material contracts of the business of the Target Group have been listed in Attachment 2 of the Disclosure Letter; and

(2) as far as Target is aware:

(A) no member of the Target Group is in material default under a Material Contract to which it is a party; and

(B) nothing has occurred which is (or would be following the giving of notice or the lapse of time) an event of default or would give another party a termination right or right to accelerate any material right or obligation under any Material Contract;

(bb) environment: no member of the Target Group has discharged or released, and is not discharging or releasing, any effluents to the environment in violation of any licenses, permits, authorizations, laws or regulations;

(cc) real property: no member of the Target Group has any material deficiency in and have not received written notice of termination of title to their material real property interests, being fee simple estate of and in real property, leases, easements, rights of way or licenses from landowners or authorities permitting the use of land by members of the Target Group Members (but in each case excluding mining leases and licences or similar authorisations), as applicable, that would not permit the operation of Target's business as operated as at the date of this deed in all material respects;

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Schedule 4 Target Representations and Warranties

(dd) financial statements: as far as Target is aware, there has not been any event, change, effect or development that would require Target to restate Target's financial statements as disclosed to ASX:

(1) comply with applicable statutory requirements and were prepared in accordance with the Corporations Act, accounting standards and all other applicable laws and regulations; and

(2) give a true and fair view of the financial position and the assets and liabilities of the Target Group;

(ee) liabilities: as at the date of this deed, no member of the Target Group has any material liabilities arising after 30 June 2025 which are required under accounting standards to be reflected on the consolidated balance sheet of the Target Group (using the same accounting policies used in the most recent consolidated audited financial statements of the Target Group as at the date of this deed), except for (i) liabilities incurred in the ordinary course of business since 30 June 2025; and (ii) those incurred in connection with the execution of this deed;

(ff) change of control: there are no Material Contracts or material leases to which a member of the Target Group is a party which contain any change of control provisions that will be triggered by implementation of the Transaction; and

(gg) Tax: each member of the Target Group, will not and has not settled or compromised or made any concessions in relation to any material Tax claims, liabilities or disputes or made any election in relation to Tax, or otherwise engaged in any transaction, act or event which gives rise to any Tax liability which is outside the ordinary course of business as it was conducted in the four years prior to the date of this document.

Scheme Implementation Deed

Page 99

Schedule 5

Target details

Australian Strategic Materials Limited ACN 168 368 401

Security

Total number on issue

Target Shares

268,054,684

Target Shares agreed to be issued pursuant to the Capital Raising

3,675,001

Target Equity Incentives

7,751,116

Target Options

14,340,706 (ASX code: ASMO, each exercisable at $1.74 and expiring on 31 October 2027)

Scheme Implementation Deed

Page 100

Signing page

Executed as a deed

Target

Signed sealed and delivered by

Australian Strategic Materials Limited in accordance with section 127 of the Corporations Act (Cth) by

sign here ►

Company Secretary/Director

Director

print name

Scheme Implementation Deed

Signing page

Bidder

Signed sealed and delivered by

Energy Fuels Inc.

in the presence of

sign here ►

Authorised signatory

Witness

print name

Scheme Implementation Deed

Attachment 1

Indicative Timetable

Event

Date

Announcement and signing of scheme implementation deed

21 January 2026

Scheme Booklet provided to ASIC in draft

March 2026

First Court hearing

April 2026

Scheme Meeting

May 2026

Second Court hearing

June 2026

Effective Date

June 2026

Scheme Record Date

June 2026

Implementation Date

June 2026

Scheme Implementation Deed

Page 1

Attachment 2

Scheme of arrangement

Attached.

Scheme Implementation Deed

Page 1

Scheme of arrangement

Australian Strategic Materials Limited

Scheme Shareholders

Scheme of arrangement

This scheme of arrangement is made under section 411 of the Corporations Act 2001 (Cth)

Between the parties

Target

Australian Strategic Materials Limited

ACN 168 368 401 of Level 4, 66 Kings Park Road, West Perth, WA 6005

Scheme Shareholders

The Scheme Shareholders

1 Definitions, interpretation and scheme components

1.1 Definitions

Schedule 1 contains definitions used in this Scheme.

1.2 Interpretation

Schedule 1 contains interpretation rules for this Scheme.

1.3 Scheme components

This Scheme includes any schedule to it.

2 Preliminary matters

(a) Target is a public company limited by shares, registered in Western Australia, Australia and has been admitted to the official list of the ASX. The Target Shares are quoted for trading on the ASX.

(b) Bidder is a company incorporated in the Province of Ontario, Canada. The Bidder Shares are officially listed on the NYSE and TSX.

(c) Bidder Sub, a wholly-owned Subsidiary of Bidder, is a company limited by shares registered in Western Australia, Australia.

(d) If this Scheme becomes Effective:

(1) Bidder and Bidder Sub must provide or procure the provision of the Scheme Consideration to the Scheme Shareholders in accordance with the terms of this Scheme and the Deed Poll; and

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3 Conditions

(2) all the Scheme Shares, and all the rights and entitlements attaching to them as at the Implementation Date, must be transferred to Bidder Sub and Target must enter the name of Bidder Sub in the Share Register as the holder of all of the Scheme Shares.

(e) Target and Bidder have agreed, by executing the Implementation Deed, to implement this Scheme.

(f) This Scheme attributes actions to Bidder and Bidder Sub but does not itself impose an obligation on Bidder or Bidder Sub to perform those actions. Each of Bidder and Bidder Sub has undertaken, by executing the Deed Poll, to perform the actions attributed to it under this Scheme, including the provision or procuring the provision of the Scheme Consideration to the Scheme Shareholders subject to the terms and conditions of this Scheme.

3 Conditions

3.1 Conditions precedent

This Scheme is conditional on and will have no force or effect until, the satisfaction of each of the following conditions precedent:

(a) all the conditions in clause 3.1 of the Implementation Deed (other than the condition in clause 3.1(d) of the Implementation Deed relating to Court approval of this Scheme) having been satisfied or waived in accordance with the terms of the Implementation Deed;

(b) neither the Implementation Deed nor the Deed Poll having been terminated in accordance with their terms;

(c) approval of this Scheme by the Court under paragraph 411(4)(b) of the Corporations Act, including with any alterations made or required by the Court under subsection 411(6) of the Corporations Act and agreed to by Bidder and Target;

(d) such other conditions made or required by the Court under subsection 411(6) of the Corporations Act in relation to this Scheme and agreed to by Bidder and Target having been satisfied or waived; and

(e) the orders of the Court made under paragraph 411(4)(b) (and, if applicable, subsection 411(6)) of the Corporations Act approving this Scheme coming into effect, pursuant to subsection 411(10) of the Corporations Act on or before the End Date (or any later date Bidder and Target agree in writing).

3.2 Certificate

(a) Target and Bidder will provide to the Court on the Second Court Date a certificate, or such other evidence as the Court requests, confirming (in respect of matters within their knowledge) whether or not all of the conditions precedent in clauses 3.1(a) and 3.1(b) have been satisfied or waived (but in the case of the condition precedent in clause 3.1(a), only in respect of those conditions in clause 3.1 of the Implementation Deed other than the condition precedent in clause 3.1(d) of the Implementation Deed relating to Court approval of the Scheme and the condition precedent in clause 3.1(n) of the Implementation Deed relating to the U.S. Securities Act exemption).

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4 Implementation of this Scheme

(b) The certificate referred to in clause 3.2(a) constitutes conclusive evidence that such conditions precedent were satisfied, waived or taken to be waived.

3.3 End Date

Without limiting any rights under the Implementation Deed, the Scheme will lapse and be of no further force or effect if:

(a) the Effective Date does not occur on or before the End Date; or

(b) the Implementation Deed or the Deed Poll is terminated in accordance with its terms,

unless Target and Bidder otherwise agree in writing (and if required, as approved by the Court).

4 Implementation of this Scheme

4.1 Lodgement of Court orders with ASIC

Target must lodge with ASIC, in accordance with subsection 411(10) of the Corporations Act, an office copy of the Court order approving this Scheme as soon as possible after the Court approves this Scheme and in any event by no later than 5.00pm on the first Business Day after the day on which the Court approves this Scheme.

4.2 Transfer of Scheme Shares

On the Implementation Date:

(a) subject to the provision of the Scheme Consideration in the manner contemplated by clause 5.3, the Scheme Shares, together with all rights and entitlements attaching to the Scheme Shares as at the Implementation Date, must be transferred to Bidder Sub, without the need for any further act by any Scheme Shareholder (other than acts performed by Target as attorney and agent for Scheme Shareholders under clause 8.5), by:

(1) Target delivering to Bidder Sub a duly completed Scheme Transfer, executed on behalf of the Scheme Shareholders by Target, for registration; and

(2) Bidder Sub duly executing the Scheme Transfer, attending to the stamping of the Scheme Transfer (if required) and delivering it to Target for registration; and

(b) immediately following receipt of the Scheme Transfer in accordance with clause 4.2(a)(2), but subject to the stamping of the Scheme Transfer (if required), Target must enter, or procure the entry of, the name of Bidder Sub in the Share Register in respect of all the Scheme Shares transferred to Bidder Sub in accordance with this Scheme; and

(c) the Scheme Shares (including all rights and entitlements attaching to the Scheme Shares) transferred under this Scheme to Bidder Sub will, at the time of transfer of them to Bidder Sub, vest in Bidder Sub free from all mortgages, charges, liens, encumbrances, pledges, security interests (including any Security Interests) and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind.

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5 Scheme Consideration

5.1 Entitlement to Scheme Consideration

(a) On the Implementation Date, in consideration for the transfer of Scheme Shares to Bidder Sub under this Scheme:

(1) each Scheme Shareholder will be entitled to receive the Scheme Consideration in respect of the Scheme Shares held by that Scheme Shareholder; and

(2) Bidder Sub must provide, or procure the provision of, the Scheme Consideration to Scheme Shareholders (or the Sale Agent in accordance with clause 5.6),

subject to and in accordance with this clause 5.

(b) Subject to the terms and conditions of this Scheme, the Scheme Consideration to be provided to each Scheme Shareholder will be provided:

(1) by Target paying, or procuring the payment of, the cash component of the Scheme Consideration to each Scheme Shareholder from the trust account referred to in clause 5.3(a), subject to funds having been deposited in accordance with clause 5.3(a), on the Implementation Date; and

(2) by Bidder issuing, or procuring the issue of, the Scheme Consideration in the form of New Bidder Shares or New Bidder CDIs (as applicable) to that Scheme Shareholder on the Implementation Date.

5.2 Election

(a) A Scheme Shareholder, other than an Ineligible Foreign Shareholder, may make an election (Election) to receive the scrip component of the Scheme Consideration in the form of New Bidder Shares for all of their Scheme Shares by completing the Election Form, such Election being subject to the terms of this Scheme including without limitation clauses 5.5, 5.6, 5.7, 5.9 and 5.10.

(b) Subject to clause 5.2(e), for an Election to be valid:

(1) the Scheme Shareholder must complete and sign the Election Form in accordance with the instructions in the Scheme Booklet and on the Election Form; and

(2) the Election Form must be received by the Target Registry by the Election Time at the address specified by Target in the Scheme Booklet and on the Election Form.

(c) A Scheme Shareholder that makes an Election under clause 5.2(a) may vary, withdraw or revoke that Election by lodging a new Election Form (such form to be requested from the Target Registry) in accordance with the instructions on the new Election Form, provided that the new Election Form is received by the Target Registry by the Election Time.

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5 Scheme Consideration

(d) If:

(1) a valid Election is not made by a Scheme Shareholder; or

(2) no Election is made by a Scheme Shareholder,

then that Scheme Shareholder will be deemed to have elected to receive Scheme Consideration in the form of New Bidder CDIs in respect of all of their Scheme Shares, except in respect of a Scheme Shareholder that is an Ineligible Foreign Shareholder who will instead be deemed to have elected to receive their Scheme Consideration in the form of New Bidder Shares in respect of all of their Scheme Shares.

(e) A Scheme Shareholder that is a Withholding Shareholder will be deemed to have elected to receive such part of their Scheme Consideration in the form of New Bidder Shares in respect of their Scheme Shares which Bidder or Bidder Sub reasonably determines (in its reasonable opinion acting in good faith) are required to be withheld from the scrip component of the Scheme Consideration otherwise payable to the Withholding Shareholder in accordance with clause 5.9.

(f) Subject to clause 5.2(g), an Election under clause 5.2(a) made by a Scheme Shareholder will be deemed to apply in respect of the Scheme Shareholder's entire registered holding of Scheme Shares at the Scheme Record Date.

(g) In the manner considered appropriate by Target and Bidder (acting reasonably including after consultation with the Target Registry), a Scheme Shareholder who holds one or more parcels of Target Shares as trustee or nominee for, or otherwise on account of, another person (Nominee Holder):

(1) may make separate Elections in relation to each of those parcels of Scheme Shares by lodging a separate Election Form for each separate holding in accordance with clause 5.2(a); and

(2) for the purposes of determining entitlements under this Scheme, will be treated as if they were a separate Elected Scheme Shareholder in respect of each parcel of Target Shares in respect of which an Election has been made.

(h) Target may, after consultation with Bidder, at any time and without further communication to Scheme Shareholder, deem any Election Form it receives from a Scheme Shareholder to be a valid Election in respect of the relevant Scheme Shares, even if a requirement for a valid Election has not been complied with.

(i) To avoid doubt, any Election Form submitted by an Ineligible Foreign Shareholder will not be valid and will be of no force or effect.

5.3 Provision of cash component of Scheme Consideration

(a) Subject to clause 5.9, Bidder must, and Target must use its best endeavours to procure that Bidder does, by no later than the Business Day before the Implementation Date, deposit, or procure the deposit, in cleared funds an amount equal to the aggregate amount of the cash component of the Scheme Consideration payable to all Scheme Shareholders into an Australian dollar denominated trust account with an ADI operated by the Target Registry as trustee for the Scheme Shareholders (provided that any interest on the amounts deposited (less bank fees and other charges) will be credited to Bidder's account).

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5 Scheme Consideration

(b) On the Implementation Date, subject to funds having been deposited in accordance with clause 5.3(a), Target must pay, or procure the payment of, the aggregate amount of the cash component of the Scheme Consideration payable to each Scheme Shareholder from the trust account referred to in clause 5.3(a), by paying, or procuring the payment of, to each Scheme Shareholder such amount of cash as is due to that Scheme Shareholder in respect of all of that Scheme Shareholder's Scheme Shares in accordance with clause 5.1.

(c) Subject to clauses 5.5 and 5.10, the obligation of Target to pay, or procure the payment of, the cash component of the Scheme Consideration to the Scheme Shareholders will be satisfied by Target on the Implementation Date paying, or procuring the payment of, the cash component of the Scheme Consideration to each Scheme Shareholder by either (in the absolute discretion of Target):

(1) if a Scheme Shareholder has, before the Scheme Record Date, made a valid election in accordance with the requirements of the Target Registry to receive dividend payments from Target by electronic funds transfer to a bank account nominated by the Scheme Shareholder, paying, or procuring the payment of, the relevant amount in dollars by electronic means in accordance with that election; or

(2) otherwise dispatching, or procuring the dispatch of, a cheque for the relevant amount in dollars to the Scheme Shareholder by prepaid post to their Registered Address (as at the Scheme Record Date), such cheque being drawn in the name of the Scheme Shareholder (or in the case of joint holders, in accordance with the procedures set out in clause 5.5).

(d) To the extent that, following satisfaction of Target's obligations under clause 5.3(b), there is a surplus in the amount held by Target as trustee for the Scheme Shareholders in the trust account referred to in that clause, that surplus may be paid by Target to Bidder.

5.4 Provision of scrip component of Scheme Consideration

Subject to clauses 5.5, 5.6, 5.7, 5.9 and 5.10, the obligation of Bidder Sub to provide, or procure the provision of, the scrip component of the Scheme Consideration to the Scheme Shareholders will be satisfied:

(a) where the Scheme Consideration that is required to be provided to Scheme Shareholders is in the form of New Bidder Shares, by Bidder:

(1) on the Implementation Date, issuing the Scheme Consideration in the form of New Bidder Shares to each Scheme Shareholder and procuring that the name and address of the Scheme Shareholder is entered in the Bidder Share Register in respect of those New Bidder Shares; and

(2) procuring that on or before the date that is five Business Days after the Implementation Date, a share certificate or holding statement (or equivalent document) is sent to the Registered Address of each Scheme Shareholder to whom New Bidder Shares are issued in accordance with clause 5.4(a) representing the number of New Bidder Shares issued to that Scheme Shareholder pursuant to this Scheme; and

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5 Scheme Consideration

(b) where the Scheme Consideration that is required to be provided to Scheme Shareholders is in the form of New Bidder CDIs, by Bidder:

(1) issuing to CDN to be held on trust that number of New Bidder Shares that will enable Bidder to issue New Bidder CDIs as required by clause 5.4(b)(3) on the Implementation Date;

(2) procuring that the name and address of CDN is entered into the Bidder Share Register in respect of those New Bidder Shares on the Implementation Date and that a share certificate or holding statement (or equivalent document) in the name of CDN representing those New Bidder Shares is sent to CDN on or before the date that is five Business Days after the Implementation Date;

(3) procuring that on the Implementation Date, each such Scheme Shareholder is issued the number of New Bidder CDIs to which it is entitled under this Scheme; and

(4) procuring that on the Implementation Date, the name of each such Scheme Shareholder is entered in the records maintained by CDN as the holder of the New Bidder CDIs issued to that Scheme Shareholder on the Implementation Date and in the case of each such Scheme Shareholder who held Scheme Shares on the:

(A) CHESS subregister, procuring that the New Bidder CDIs are held on the CHESS subregister on the Implementation Date and sending or procuring the sending of an allotment advice to each such Scheme Shareholder which sets out the number of New Bidder CDIs held on the CHESS subregister; and

(B) issuer sponsored subregister, procuring that the New Bidder CDIs are held on the issuer sponsored subregister on the Implementation Date and sending or procuring the sending of a CDI holding statement to each such Scheme Shareholder which sets out the number of New Bidder CDIs held on the issuer sponsored subregister,

by that Scheme Shareholder pursuant to this Scheme.

5.5 Joint holders

In the case of Scheme Shares held in joint names:

(a) the New Bidder Shares or New Bidder CDIs (as applicable) to be issued under this Scheme must be issued to and registered in the names of the joint holders and entry in the Bidder Share Register must take place in the same order as the holders' name appear in the Share Register;

(b) the cash component of the Scheme Consideration and any cheque required to be sent under this Scheme will be made payable to the joint holders and sent to either, at the sole discretion of Target, the holder whose name appears first in the Share Register as at the Scheme Record Date or to the joint holders; and

(c) any other document required to be sent under this Scheme, will be forwarded to either, at the sole discretion of Target, the holder whose name appears first in the Share Register as at the Scheme Record Date or to the joint holders.

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5 Scheme Consideration

5.6 Ineligible Foreign Shareholders and Withholding Shareholders

(a) Bidder will be under no obligation to issue any New Bidder Shares or New Bidder CDIs under this Scheme to:

(1) any Ineligible Foreign Shareholder; or

(2) any Withholding Shareholder, but only in respect of the number of New Bidder Shares required to satisfy Bidder or Bidder Sub's liability to pay a Withholding Amount as determined in accordance with clause 5.9,

and instead:

(3) subject to clauses 5.7, 5.9 and 5.10, Bidder must, on or before the Implementation Date, issue to the Sale Agent:

(A) the New Bidder Shares which would otherwise be required to be issued to the Ineligible Foreign Shareholders under this Scheme; and

(B) the New Bidder Shares which Bidder or Bidder Sub reasonably determines (in its reasonable opinion acting in good faith) should be withheld from the Scheme Consideration otherwise payable to a Withholding Shareholder in accordance with clause 5.9;

(4) Bidder must procure that as soon as reasonably practicable on or after the Implementation Date (and in any event within 15 U.S. Business Days after the Implementation Date), the Sale Agent:

(A) in consultation with Bidder sells or procures the sale of all the New Bidder Shares issued to the Sale Agent in the ordinary course of trading on the TSX or NYSE and in such manner, at such price and on such other terms as the Sale Agent reasonable determines; and

(B) as soon as reasonably practicable after settlement of the sale of all of the New Bidder Shares (and in any event within 15 U.S. Business Days) remits to Bidder or its agent the proceeds of sale in C$ or U.S.$ (after deducting any

reasonable brokerage or other selling costs, taxes and charges) (Net Cash Proceeds);

(5) promptly after receiving the Net Cash Proceeds in respect of the sale of all of the New Bidder Shares referred to in clause 5.6(a)(4), Bidder must pay, or procure the payment, to each Ineligible Foreign Shareholder and Withholding Shareholder (as applicable), the amount 'A' calculated in accordance with the following formula and rounded down to the nearest cent:

A = (B ÷ C) x D

where

A = the amount to be paid to the relevant Ineligible Foreign Shareholder or Withholding Shareholder (as applicable) in A$, except that 'A' will be reduced by any amount required to be paid by the Bidder or Bidder Sub to a Government Agency in accordance with clause 5.9 (which, for the avoidance of doubt, shall be determined by reference to the value of the New Bidder Shares as at the Implementation Date), taking into account the amount of the cash component of the Scheme Consideration payable to the Withholding Shareholder which has been applied towards the Withholding Amount in accordance with clause 5.9(a)(1);

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5 Scheme Consideration

B = the number of New Bidder Shares that would otherwise have been issued to that Ineligible Foreign Shareholder or Withholding Shareholder had it not been an Ineligible Foreign Shareholder or Withholding Shareholder (as applicable) and which were issued to the Sale Agent;

C = the total number of New Bidder Shares which would otherwise have been issued to all Ineligible Foreign Shareholders and Withholding Shareholders and which were issued to the Sale Agent; and

D = the Net Cash Proceeds (as defined in clause 5.6(a)(4)).

(b) The Ineligible Foreign Shareholders and Withholding Shareholders acknowledge that none of Bidder, Bidder Sub, Target or the Sale Agent gives any assurance or representation as to the price that will be achieved for the sale of New Bidder Shares described in clause 5.6(a) or the amount of the Net Cash Proceeds. Each of the Target, Bidder and the Sale Agent expressly disclaim any fiduciary duty to the Ineligible Foreign Shareholders or Withholding Shareholders which may arise in connection with this clause 5.6.

(c) Bidder must make, or procure the making of, payments to Ineligible Foreign Shareholders and Withholding Shareholders under clause 5.6(a) by either (in the absolute discretion of Bidder, and despite any election referred to in clause 5.6(c)(1) or authority referred to in clause 5.6(c)(2) made or given by the Scheme Shareholder):

(1) if an Ineligible Foreign Shareholder or Withholding Shareholder has, before the Scheme Record Date, made a valid election in accordance with the requirements of the Target Registry to receive dividend payments from Target by electronic funds transfer to a bank account nominated by the Ineligible Foreign Shareholder or Withholding Shareholder (as applicable), paying, or procuring the payment of, the relevant amount in dollars by electronic means in accordance with that election; or

(2) otherwise dispatching, or procuring the dispatch of, a cheque for the relevant amount in dollars to the Ineligible Foreign Shareholder or Withholding Shareholder by prepaid post to their Registered Address (as at the Scheme Record Date), such cheque being drawn in the name of the Ineligible Foreign Shareholder or Withholding Shareholder (as applicable) (or in the case of joint holders, in accordance with the procedures set out in clause 5.5).

(d) Each Ineligible Foreign Shareholder and Withholding Shareholder appoints Bidder as its agent to receive on its behalf any financial services guide (or similar or equivalent document) or other notices (including any updates of those documents) that the Sale Agent is required to provide to Ineligible Foreign Shareholders or Withholding Shareholders (as applicable) under the Corporations Act or any other applicable law.

(e) Payment of the amount calculated in accordance with clause 5.6(a) to an Ineligible Foreign Shareholder or Withholding Shareholder in accordance with this clause 5.6 satisfies in full the Ineligible Foreign Shareholder's or Withholding Shareholder's right (as applicable) to Scheme Consideration.

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5 Scheme Consideration

(f) Where the issue of New Bidder Shares to which a Scheme Shareholder would otherwise be entitled under this Scheme would result in a breach of law or of a provision of the certificate of incorporation, by-laws and other constituent documents of Bidder:

(1) Bidder will issue the maximum possible number of New Bidder Shares to the Scheme Shareholder without giving rise to such a breach; and

(2) any further New Bidder Shares to which that Scheme Shareholder is entitled, but the issue of which to the Scheme Shareholder would give rise to such a breach, will instead be issued to the Sale Agent and dealt with under the preceding provisions in this clause 5.6, as if a reference to Ineligible Foreign Shareholders also included that Scheme Shareholder and references to that person's New Bidder Shares in that clause were limited to the New Bidder Shares issued to the Sale Agent under this clause.

5.7 Fractional entitlements and splitting

(a) Where the calculation of the number of New Bidder Shares or New Bidder CDIs to be issued to a particular Scheme Shareholder would result in the Scheme Shareholder becoming entitled to a fraction of a New Bidder Share or a New Bidder CDI, the fractional entitlement will be rounded down to the nearest whole number of New Bidder Shares or New Bidder CDIs (as applicable).

(b) If a Nominee Holder makes separate elections in relation to parcels of Schemes Shares it holds as trustee or nominee for, or otherwise on account of, another person, then for the purposes of clause 5.4(a) the Scheme Consideration of the Nominee Holder will be calculated and rounded based on each nominated parcel of Scheme Shares held by the Nominee Holder as trustee or nominee for, or otherwise on account of, another person.

(c) If a Nominee Holder does not make separate elections in relation to parcels of Scheme Shares it holds as trustee or nominee for, or otherwise on account of, another person, then for the purposes of this clause 5.4(a), the Scheme Consideration for the Nominee Holder will be calculated and rounded based on the aggregate number of Scheme Shares held by the Nominee Holder in those parcels as trustee or nominee for, or otherwise on account of, other persons.

(1) setting out the names and registered addresses of all of them;

(2) stating that opinion; and

(3) attributing to one of them specifically identified in the notice the Target Shares held by all of them,

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5 Scheme Consideration

5.8 Unclaimed monies

(a) Bidder may cancel a cheque issued under this clause 5 if the cheque:

(1) is returned to Target or Bidder; or

(2) has not been presented for payment within six months after the date on which the cheque was sent.

(b) During the period of 12 months commencing on the Implementation Date, on request in writing from a Scheme Shareholder to Target or Bidder (or the Target Registry) (which request may not be made until the date which is 20 Business Days after the Implementation Date), Bidder must reissue a cheque that was previously cancelled under this clause 5.8.

(c) The Unclaimed Money Act will apply in relation to any Scheme Consideration which becomes 'unclaimed money' (as defined in section 6 of the Unclaimed Money Act), but any interest or other benefit accrued from the unclaimed Scheme Consideration will be for the benefit of Bidder.

5.9 Withholding

(a) If Bidder or Bidder Sub is required by law to make any withholding or deduction for or on account of Taxes or Duties, or to make a payment to a Government Agency under Subdivision 14-D of Schedule 1 to the TAA, in respect of the acquisition of Target Shares from a Scheme Shareholder (a Withholding Shareholder) (any such withholding, deduction or payment being a Withholding Amount), subject to this clause 5.9, Bidder or Bidder Sub will:

(1) First, withhold any Withholding Amount from the cash component of the Scheme Consideration payable to the Withholding Shareholder;

(2) Second, to the extent that the cash component is insufficient to fully account for any Withholding Amounts:

(A) reasonably determine the number of New Bidder Shares required to account for any Withholding Amounts (taking into account potential fluctuations in the price of New Bidder Shares);

(B) issue or procure the issue of those New Bidder Shares to the Sale Agent for sale in accordance with clause 5.6; and

(3) Third, remit or procure the remission of, or pay or procure the payment of, the full amount of the withholding, deduction or payment, as applicable, to the appropriate Government Agency under applicable law.

(b) The Scheme Consideration payable or to be given to a Withholding Shareholder shall not be increased to reflect any Withholding Amounts and the net aggregate sum payable or to be given to the Withholding Shareholder shall be taken to be in full and final satisfaction of the amounts owing to the Withholding Shareholder.

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5 Scheme Consideration

5.10 Orders of a court or Government Agency

If written notice is given to Target (or the Target Registry) or Bidder (or the Bidder Registry) of an order or direction made by a court of competent jurisdiction or by another Government Agency that:

(a) requires consideration to be provided to a third party (either through payment of a sum or the issuance of a security) in respect of Scheme Shares held by a particular Scheme Shareholder, which would otherwise be payable or required to be issued to that Scheme Shareholder by Target or Bidder in accordance with this clause 5, or which requires an amount to be deducted or withheld from any consideration which would otherwise be payable or provided to a Scheme Shareholder in accordance with this clause 5, then Target or Bidder shall be entitled to procure that provision of that consideration is made in accordance with that order or direction; or

(b) prevents Target or Bidder from providing consideration to any particular Scheme Shareholder in accordance with this clause 5, or the payment or issuance of such consideration is otherwise prohibited by applicable law, Target or Bidder shall be entitled to (as applicable):

(1) in the case of an Ineligible Foreign Shareholder, Withholding Shareholder or other shareholder referred to in clause 5.6 retain an amount, in dollars, equal to the relevant shareholder's share of the Net Cash Proceeds;

(2) retain an amount, in dollars, equal to the relevant shareholder's share of the aggregate amount of the cash component of the Scheme Consideration; or

(3) not to issue (or direct Bidder not to issue), or to issue to a trustee or nominee, such number of New Bidder Shares or New Bidder CDIs as that Scheme Shareholder would otherwise be entitled to under clause 5.3,

until such time as provision of the Scheme Consideration in accordance with this clause 5 is permitted by that (or another) order or direction or otherwise by law.

To the extent that amounts are deducted or withheld under or in accordance with this clause 5.10, such deducted or withheld amounts will be treated for all purposes under this Scheme as having been paid to the person in respect of which such deduction or withholding was made, in the case of paragraph (b), until such time as provision of the Scheme Consideration in accordance with this clause 5 is permitted by the relevant order or direction or otherwise by law.

5.11 Status of New Bidder Shares and New Bidder CDIs

(a) Bidder covenants in favour of Target (in its own right and on behalf of the Scheme Shareholders) that:

(1) the New Bidder Shares (including those issued to CDN in connection with the New Bidder CDIs) required to be issued by it under this Scheme will:

(A) rank equally in all respects with all other Bidder Shares on issue;

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6 Dealings in Target Shares

(B) be duly and validly issued in accordance with all applicable laws and Bidder's certificate of incorporation, by-laws and other constituent documents, fully paid and free from any mortgage, charge, lien, encumbrance or other security interest;

(C) be entitled to participate in and receive any dividends or distribution of capital paid and any other entitlements accruing in respect of Bidder Shares on and from the Implementation Date;

(D) be fully paid and free of any Security Interest or encumbrance; and

(2) it will apply for, or has applied for, the admission of Bidder to the official list of ASX (as a foreign exempt listing) commencing on or before the Business Day following the Effective Date (or such later date as ASX requires).

(b) Bidder will use its reasonable endeavours to ensure that the:

(1) New Bidder Shares are, from the Business Day after the date this Scheme becomes Effective (or such later date as NYSE or TSX requires), quoted and listed for trading on the NYSE and TSX; and

(2) New Bidder CDIs are:

(A) from the Business Day after this Scheme becomes Effective (or such later date as ASX requires), quoted and listed for trading on the ASX on a deferred settlement basis; and

(B) from the Business Day after the Implementation Date (or such later date as ASX requires), quoted and listed for trading on the ASX on an ordinary (T+2) settlement basis.

6 Dealings in Target Shares

6.1 Determination of Scheme Shareholders

To establish the identity of the Scheme Shareholders, dealings in Target Shares or other alterations to the Share Register will only be recognised if:

(a) in the case of dealings of the type to be effected using CHESS, the transferee is registered in the Share Register as the holder of the relevant Target Shares before the Scheme Record Date; and

(b) in all other cases, registrable transfer or transmission applications in respect of those dealings, or valid requests in respect of other alterations, are received before the Scheme Record Date at the place where the Share Register is kept,

and Target must not accept for registration, nor recognise for any purpose (except a transfer to Bidder Sub pursuant to this Scheme and any subsequent transfer by Bidder Sub or its successors in title), any transfer or transmission application or other request received after such times, or received prior to such times but not in registrable or actionable form, as appropriate.

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7 Quotation of Target Shares

6.2 Register

(a) Target must register registrable transmission applications or transfers of the Scheme Shares that are received in accordance with clause 6.1(b) before the Scheme Record Date provided that, for the avoidance of doubt, nothing in this clause 6.2(a) requires Target to register a transfer that would result in a Target Shareholder holding a parcel of Target Shares that is less than a 'marketable parcel' (for the purposes of this clause 6.2(a) 'marketable parcel' has the meaning given in the Operating Rules).

(b) If this Scheme becomes Effective, a holder of Scheme Shares (and any person claiming through that holder) must not dispose of, or purport or agree to dispose of, any Scheme Shares or any interest in them on or after the Scheme Record Date otherwise than pursuant to this Scheme, and any attempt to do so will have no effect and Target shall be entitled to disregard any such disposal.

(c) For the purpose of determining entitlements to the Scheme Consideration, Target must maintain the Share Register in accordance with the provisions of this clause 6.2 until the Scheme Consideration has been paid to the Scheme Shareholders. The Share Register in this form will solely determine entitlements to the Scheme Consideration.

(d) All statements of holding for Target Shares (other than statements of holding in favour of Bidder Sub) will cease to have effect after the Scheme Record Date as documents of title in respect of those shares and, as from that date, each entry current at that date on the Share Register (other than entries on the Share Register in respect of Bidder Sub) will cease to have effect except as evidence of entitlement to the Scheme Consideration in respect of the Target Shares relating to that entry.

(e) As soon as possible on or after the Scheme Record Date, and in any event by 5.00pm on the first Business Day after the Scheme Record Date, Target will ensure that details of the names, Registered Addresses and holdings of Target Shares for each Scheme Shareholder as shown in the Share Register are available to Bidder in the form Bidder reasonably requires.

(f) Without limiting Target's obligations under clause 6.2(e), Target must provide, or procure the provision, to Bidder such other information as Bidder may reasonably require in connection with the provision of the Scheme Consideration to the Scheme Shareholders in accordance with this Scheme.

(g) Each Scheme Shareholder agrees that the information referred to in clause 6.2(e) may be disclosed to Bidder, the Bidder Registry and Bidder's advisers and other service providers to the extent necessary to effect this Scheme.

7 Quotation of Target Shares

(a) Target must apply to ASX to suspend trading on the ASX in Target Shares with effect from the close of trading on the Effective Date.

(b) On a date after the Implementation Date to be determined by Bidder, Target must apply:

(1) for termination of the official quotation of Target Shares on the ASX; and

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8 General Scheme provisions

(2) to have itself removed from the official list of the ASX.

8 General Scheme provisions

8.1 Consent to amendments to this Scheme

If the Court proposes to approve this Scheme subject to any alterations or conditions:

(a) Target may by its counsel consent on behalf of all persons concerned to those alterations or conditions to which Bidder has consented; and

(b) each Scheme Shareholder agrees to any such alterations or conditions which Target has consented to.

8.2 Scheme Shareholders' agreements and warranties

(a) Each Scheme Shareholder:

(1) agrees for all purposes to:

(A) the transfer of their Target Shares together with all rights and entitlements attaching to those Target Shares in accordance with this Scheme;

(B) the variation, cancellation or modification of the rights attached to their Target Shares constituted by or resulting from this Scheme; and

(2) that is issued New Bidder Shares or New Bidder CDIs, agrees to become a member of Bidder and to be bound by the certificate of incorporation, by-laws and other constituent documents of Bidder;

(3) who holds their Target Shares in a CHESS Holding, agrees to the conversion of those Target Shares to an Issuer Sponsored Holding and irrevocably authorises Target to do anything necessary or expedient (whether required by the Settlement Rules or otherwise) to effect or facilitate such conversion; and

(4) acknowledges and agrees that this Scheme binds Target and all Scheme Shareholders (including those who do not attend the Scheme Meeting and those who do not vote, or vote against this Scheme, at the Scheme Meeting).

(b) Each Scheme Shareholder is taken to have warranted to Target and Bidder Sub on the Implementation Date, and appointed and authorised Target as its attorney and agent to warrant to Bidder Sub on the Implementation Date, that:

(1) all their Target Shares (including any rights and entitlements attaching to those shares) which are transferred under this Scheme will, at the date of transfer, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests (including any 'security interests' within the meaning of section 12 of the Personal Property Securities Act 2009 (Cth)) and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind;

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8 General Scheme provisions

(2) they have full power and capacity to transfer their Target Shares to Bidder Sub together with any rights and entitlements attaching to those shares;

(3) they have no existing right to be issued any Target Shares or any options, performance rights, securities or other instruments exercisable, or convertible, into Target Shares; and

(c) Target undertakes that it will provide such warranty in clause 8.2 to Bidder Sub as agent and attorney of each Scheme Shareholder.

8.3 Title to and rights in Scheme Shares

(a) To the extent permitted by law, the Scheme Shares (including all rights and entitlements attaching to the Scheme Shares) transferred under this Scheme to Bidder Sub will, at the time of transfer of them to Bidder Sub vest in Bidder Sub free from all mortgages, charges, liens, encumbrances, pledges, security interests (including any 'security interests' within the meaning of section 12 of the Personal Property Securities Act 2009 (Cth)) and interests of third parties of any kind, whether legal or otherwise and free from any restrictions on transfer of any kind.

(b) Immediately upon the provision of the Scheme Consideration to each Scheme Shareholder in the manner contemplated by clause 5.3 Bidder Sub will be beneficially entitled to the Scheme Shares to be transferred to it under this Scheme pending registration by Target of Bidder Sub in the Share Register as the holder of the Scheme Shares.

8.4 Appointment of sole proxy

Immediately upon the provision of the Scheme Consideration to each Scheme Shareholder in the manner contemplated by clause 5.3, and until Target registers Bidder Sub as the holder of all Scheme Shares in the Share Register, each Scheme Shareholder:

(a) is deemed to have appointed Bidder Sub as attorney and agent (and directed Bidder Sub in each such capacity) to appoint any director, officer, secretary or agent nominated by Bidder Sub as its sole proxy and, where applicable or appropriate, corporate representative to attend shareholders' meetings, exercise the votes attaching to the Scheme Shares registered in their name and sign any shareholders' resolution or document;

(b) must not attend or vote at any of those meetings, exercise the votes attaching to Scheme Shares registered in their names, or sign any resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 8.4(a));

(c) must take all other actions in the capacity of a registered holder of Scheme Shares as Bidder Sub reasonably directs;

(d) acknowledges and agrees that in exercising the powers referred to in clause 8.4(a), Bidder Sub and any director, officer, secretary or agent nominated by Bidder Sub under clause 8.4(a) may act in the best interests of Bidder Sub as the intended registered holder of the Scheme Shares.

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8 General Scheme provisions

8.5 Authority given to Target

Each Scheme Shareholder, without the need for any further act:

(a) on the Effective Date, irrevocably appoints Target and each of its directors, officers and secretaries (jointly and each of them severally) as its attorney and agent for the purpose of enforcing the Deed Poll against Bidder and Bidder Sub, and Target undertakes in favour of each Scheme Shareholder that it will enforce the Deed Poll against Bidder and Bidder Sub on behalf of and as agent and attorney for each Scheme Shareholder; and

(b) on the Implementation Date, irrevocably appoints Target and each of its directors, officers and secretaries (jointly and each of them severally) as its attorney and agent for the purpose of executing any document or doing or taking any other act necessary, desirable or expedient to give effect to this Scheme and the transactions contemplated by it, including (without limitation):

(1) executing the Scheme Transfer; and

(2) executing and delivering any deed or document required by Bidder, that causes each Scheme Shareholder to become a shareholder of Bidder or holder of New Bidder CDIs and to be bound by the certificate of incorporation and by-laws of Bidder,

and Target accepts each such appointment. Target as attorney and agent of each Scheme Shareholder, may sub-delegate its functions, authorities or powers under this clause 8.5 to all or any of its directors, officers, secretaries or employees (jointly, severally or jointly and severally).

8.6 Instructions and elections

If not prohibited by law (and including where permitted or facilitated by relief granted by a Government Agency), all instructions, notifications or elections by a Scheme Shareholder to Target that are binding or deemed binding between the Scheme Shareholder and Target relating to Target or Target Shares, including instructions, notifications or elections relating to:

(a) whether dividends are to be paid by cheque or into a specific bank account;

(b) payments of dividends on Target Shares; and

will be deemed from the Implementation Date (except to the extent determined otherwise by Bidder in its sole discretion), by reason of this Scheme, to be made by the Scheme Shareholder to Bidder and to be a binding instruction, notification or election to, and accepted by, Bidder in respect of the New Bidder Shares or New Bidder CDIs issued to that Scheme Shareholder until that instruction, notification or election is revoked or amended in writing addressed to Bidder at its registry.

8.7 Binding effect of Scheme

This Scheme binds Target and all of the Scheme Shareholders (including those who did not attend the Scheme Meeting to vote on this Scheme, did not vote at the Scheme Meeting, or voted against this Scheme at the Scheme Meeting) and, to the extent of any inconsistency, overrides the constitution of Target.

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9 General

9.1 Duty

Bidder will:

(a) pay all Duty in respect of the Scheme and the steps to be taken under the Scheme, including the transfer of the Scheme Shares from the Scheme Shareholders to Bidder Sub pursuant to the Scheme; and

(b) indemnify each Scheme Shareholder against any Duty payable by Bidder under clause 9.1(a).

9.2 Consent

Each of the Scheme Shareholders consents to Target doing all things necessary or incidental to, or to give effect to, the implementation of this Scheme, whether on behalf of the Scheme Shareholders, Target or otherwise.

9.3 Notices

(a) If a notice, transfer, transmission application, direction or other communication referred to in this Scheme is sent by post to Target, it will not be taken to be received in the ordinary course of post or on a date and time other than the date and time (if any) on which it is actually received at Target's registered office or at the office of the Target Registry.

(b) The accidental omission to give notice of the Scheme Meeting or the non-receipt of such notice by a Target Shareholder will not, unless so ordered by the Court, invalidate the Scheme Meeting or the proceedings of the Scheme Meeting.

9.4 Governing law

(a) This Scheme is governed by the laws in force in Western Australia, Australia.

(b) The parties irrevocably submit to the non-exclusive jurisdiction of courts exercising jurisdiction in Western Australia, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Scheme. The parties irrevocably waive any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

9.5 Further action

Target must do all things and execute all documents (whether on its own behalf or on behalf of each Scheme Shareholder) necessary to give full effect to this Scheme and the transactions contemplated by it.

9.6 No liability when acting in good faith

Each Scheme Shareholder agrees that none of Target, Bidder, Bidder Sub nor any director, officer, secretary or employee of any of those companies shall be liable for anything done or omitted to be done in the performance of this Scheme or the Deed Poll in good faith.

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Schedule 1

Definitions and interpretation

1 Definitions

The meanings of the terms used in this Scheme are set out below.

Term

Meaning

ADI

authorised deposit-taking institution (as defined in the Banking Act 1959 (Cth)).

ASIC

the Australian Securities and Investments Commission.

ASX

ASX Limited ABN 98 008 624 691 and, where the context requires, the financial market that it operates.

Bidder

Energy Fuels Inc. of 225 Union Boulevard Suite 600 Lakewood, Colorado 80228 United States.

Bidder Share

a fully paid common share in the capital of Bidder.

Bidder Share Register

the register of shareholders maintained by Bidder or its agent.

Bidder Registry

American Stock Transfer & Trust Company, LLC.

Bidder Sub

EFR Critical Materials Pty Ltd ACN 696 983 614 of Level 3, 46 Colin Street, West Perth WA 6005.

Business Day

a day that is not a Saturday, Sunday or a public holiday or bank holiday in Denver, Colorado, USA or Perth, Western Australia, Australia.

CHESS

the Clearing House Electronic Subregister System operated by ASX Settlement Pty Ltd and ASX Clear Pty Limited.

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Schedule 1 Definitions and interpretation

Term

Meaning

CHESS Holding

has the meaning given in the Settlement Rules.

Corporations Act

the Corporations Act 2001 (Cth).

Court

the Federal Court of Australia (commenced in the Perth registry) or such other court of competent jurisdiction under the Corporations Act agreed to in writing by Bidder and Target.

Deed Poll

the deed poll substantially in the form of Attachment 1 under which each of Bidder and Bidder Sub covenants in favour of the Scheme Shareholders to perform the obligations attributed to it under this Scheme.

Duty

has the meaning given in the Implementation Deed.

Effective

when used in relation to this Scheme, the coming into effect, under subsection 411(10) of the Corporations Act, of the Court order made under subparagraph 411(4)(b) of the Corporations Act in relation to this Scheme.

Effective Date

the date on which this Scheme becomes Effective.

Elected Scheme Shareholder

a Scheme Shareholder (other than an Ineligible Foreign Shareholder) who has made a valid Election in accordance with clause 5.2.

Election

has the meaning in clause 5.2.

Election Form

Election Time

5.00pm on the second Business Day before the Scheme Record Date, or such other time as Bidder and Target agree in writing.

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Schedule 1 Definitions and interpretation

Term

Meaning

End Date

has the meaning given in the Implementation Deed.

Government Agency

has the meaning given in the Implementation Deed.

Implementation Date

the fifth Business Day after the Scheme Record Date, or such other date after the Scheme Record Date as the parties agree in writing.

Implementation Deed

the scheme implementation deed dated 21 January 2026, as amended and restated on 13 March 2026, between Target and Bidder relating to the implementation of this Scheme.

Ineligible Foreign Shareholder

a Scheme Shareholder whose address shown in the Share Register on the Scheme Record Date is a place outside:

1 Australia and its external territories; and

2 New Zealand,

Issuer Sponsored Holding

has the meaning given in the Settlement Rules.

Listing Rules

the official listing rules of ASX.

Net Cash Proceeds

has the meaning given in clause 5.6(a).

New Bidder CDI

New Bidder Share

a fully paid common share in Bidder to be issued to Scheme Shareholders under the Scheme.

Nominee Holder

has the meaning given in clause 5.2(g).

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Schedule 1 Definitions and interpretation

Term

Meaning

NYSE

the NYSE American LLC (or any successor to the NYSE American LLC).

Operating Rules

the official operating rules of ASX.

Registered Address

in relation to a Target Shareholder, the address shown in the Share Register as at the Scheme Record Date.

Sale Agent

the sale agent or nominee appointed under clause 4.4 of the Implementation Deed to sell the New Bidder Shares that are to be issued under clause 5.6(a)(3) of this Scheme.

Scheme

this scheme of arrangement under Part 5.1 of the Corporations Act between Target and the Scheme Shareholders subject to any alterations or conditions made or required by the Court under subsection 411(6) of the Corporations Act and agreed to in writing by Target and Bidder.

Scheme Booklet

the scheme booklet published by Target in respect of the Scheme pursuant to section 412 of the Corporations Act and dated [insert].

Scheme Consideration

the consideration to be provided by or on behalf of Bidder Sub to each Scheme Shareholder for the transfer to Bidder Sub of each Scheme Share, being for each Target Share held by a Scheme Shareholder as at the Scheme Record Date, an amount of A$0.13 cash and:

1 0.053 New Bidder Shares; or

2 0.053 New Bidder CDIs.

Scheme Meeting

Scheme Record Date

5.00pm on the second Business Day after the Effective Date or such other time and date as the parties agree in writing.

Scheme Shareholder

a holder of Target Shares recorded in the Share Register as at the Scheme Record Date.

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page 23

Schedule 1 Definitions and interpretation

Term

Meaning

Scheme Shares

all Target Shares held by the Scheme Shareholders as at the Scheme Record Date.

Scheme Transfer

a duly completed and executed proper instrument of transfer in respect of the Scheme Shares for the purposes of section 1071B of the Corporations Act, in favour of Bidder Sub as transferee, which may be a master transfer of all or part of the Scheme Shares.

Second Court Date

the first day on which an application made to the Court for an order under paragraph 411(4)(b) of the Corporations Act approving this Scheme is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application or appeal is heard.

Security Interest

has the meaning given in the Implementation Deed.

Settlement Rules

the ASX Settlement Operating Rules, being the official operating rules of the settlement facility provided by ASX Settlement Pty Ltd.

Share Register

the register of members of Target maintained by Target or the Target Registry in accordance with the Corporations Act.

Subsidiary

has the meaning given in Division 6 of Part 1.2 of the Corporations Act.

TAA

Taxation Administration Act 1953 (Cth).

Target

Australian Strategic Materials Limited ACN 168 368 401 of Level 4, 66 Kings Park Road, West Perth, WA 6005.

Target Group

the Target and each of its Subsidiaries, and a reference to a Target Group Member or a member of the Target Group is to Target or any of its Subsidiaries.

Target Registry

Automic Pty Ltd ABN 27 152 260 814.

Target Share

a fully paid ordinary share in the capital of Target.

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Schedule 1 Definitions and interpretation

Term

Meaning

Target Shareholder

each person who is registered as the holder of a Target Share in the Share Register.

Tax

has the meaning given in the Implementation Deed.

TSX

the Toronto Stock Exchange.

U.S.

United States of America.

U.S. Business Day

a day that is not:

(a) a Saturday, Sunday or a public holiday or bank holiday in New York, New York, U.S.; or

(b) a day on which the TSX or NYSE is closed.

Unclaimed Money Act

the Unclaimed Money Act 1990 (WA).

Withholding Amount

has the meaning given in clause 5.9.

Withholding Shareholder

has the meaning given in clause 5.9.

1.1 Interpretation

In this Scheme:

(a) headings and bold type are for convenience only and do not affect the interpretation of this Scheme;

(b) the singular includes the plural and the plural includes the singular;

(d) other parts of speech and grammatical forms of a word or phrase defined in this Scheme have a corresponding meaning;

(e) a reference to a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency, as well as an individual;

(f) a reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to this Scheme;

(h) a reference to a document (including this Scheme) includes all amendments or supplements to, or replacements or novations of, that document;

(i) a reference to '$', 'A$' or 'dollar' is to the lawful currency of Australia;

(j) a reference to C$ is to the lawful currency of Canada;

(k) a reference to US$ is to the lawful currency of the U.S.;

(l) a reference to any time is, unless otherwise indicated, a reference to that time in Perth, Australia;

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Schedule 1 Definitions and interpretation

(m) a reference to any time is, unless otherwise indicated, a reference to that time in Perth, Australia;

(n) a reference to a party to a document includes that party's successors and permitted assignees;

(o) no provision of this Scheme will be construed adversely to a party because that party was responsible for the preparation of this Scheme or that provision;

(p) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;

(q) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

(r) a reference to a body (including an institute, association or authority), other than a party to this Scheme, whether statutory or not:

(1) which ceases to exist; or

(2) whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

(s) a reference to an agreement other than this Scheme includes a deed and any legally enforceable undertaking, agreement, arrangement or understanding, whether or not in writing;

(t) a reference to liquidation or insolvency includes appointment of an administrator, a reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, bankruptcy, or a scheme, compromise or arrangement with creditors (other than solely with holders of securities or derivatives),or any similar procedure or, where applicable, changes in the constitution of any partnership or third party, or death;

(u) if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

(v) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(w) if an act prescribed under this Scheme to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day; and

(x) a reference to the Listing Rules and the Operating Rules includes any variation, consolidation or replacement of these rules and is to be taken to be subject to any waiver or exemption granted to the compliance of those rules by a party; and

(y) a reference to something being "reasonably likely" (or to a similar expression) is a reference to that thing being more likely than not to occur when assessed objectively.

2 Interpretation of inclusive expressions

Specifying anything in this Scheme after the words 'include' or 'for example' or similar expressions does not limit what else is included.

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Schedule 1 Definitions and interpretation

3 Business Day

Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.

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page 27

Attachment 1

Deed Poll

Scheme of arrangement

page 1

Attachment 3

Deed poll

Attached.

Scheme of arrangement

page 1

Deed

Deed poll

Energy Fuels Inc.

EFR Critical Materials Pty Ltd

ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia

GPO Box 4227 Sydney NSW 2001 Australia

T +61 2 9225 5000 F +61 2 9322 4000

hsfkramer.com

Deed poll

Date ► 13 May 2026

This deed poll is made

Energy Fuels Inc.

of 225 Union Boulevard Suite 600 Lakewood, Colorado 80228 United States (Bidder)

and

EFR Critical Materials Pty Ltd ACN 696 983 614

of Level 3, 46 Colin Street, West Perth WA 6005 (Bidder Sub)

in favour of

each Scheme Shareholder.

Recitals

1 Target and Bidder entered into the Implementation Deed.

2 In the Implementation Deed, Bidder agreed to make this deed poll and to procure

that Bidder Sub makes this deed poll.

3 Bidder and Bidder Sub are making this deed poll for the purpose of covenanting

in favour of the Scheme Shareholders to perform their obligations under the Scheme.

This deed poll provides as follows:

1 Definitions and interpretation

1.1 Definitions

(a) The meanings of the terms used in this deed poll are set out below.

Term

Meaning

Duty

Deed poll

page 1

1 Definitions and interpretation

Term

Meaning

First Court Date

Implementation Deed

the scheme implementation deed entered into between Target and Bidder dated 21 January 2026, as amended and restated on 13 March 2026.

Scheme

the scheme of arrangement under Part 5.1 of the Corporations Act between Target and the Scheme Shareholders, substantially in the form attached to the Implementation Deed, subject to any alterations or conditions made or required by the Court under subsection 411(6) of the Corporations Act and agreed to in writing by Bidder and Target.

Target

Australian Strategic Materials Limited ACN 168 368 401.

(b) Unless the context otherwise requires, terms defined in the Scheme have the same meaning when used in this deed poll.

1.2 Interpretation

Sections 1.1, 2 and 3 of Schedule 1 of the Scheme apply to the interpretation of this deed poll, except that references to 'this Scheme' are to be read as references to 'this deed poll'.

1.3 Nature of deed poll

Bidder and Bidder Sub acknowledge that:

(a) this deed poll may be relied on and enforced by any Scheme Shareholder in accordance with its terms even though the Scheme Shareholders are not party to it; and

(b) under the Scheme, each Scheme Shareholder irrevocably appoints Target and each of its directors, officers and secretaries (jointly and each of them severally) as its agent and attorney to enforce this deed poll against Bidder and Bidder Sub in accordance with its terms.

Deed poll

page 2

2 Conditions to obligations

2.1 Conditions

This deed poll and the obligations of Bidder and Bidder Sub under this deed poll are subject to the Scheme becoming Effective.

2.2 Termination

The obligations of Bidder and Bidder Sub under this deed poll to the Scheme Shareholders will automatically terminate and the terms of this deed poll will be of no force or effect if:

(a) the Implementation Deed is terminated in accordance with its terms; or

(b) the Scheme is not Effective on or before the End Date,

unless Bidder and Target otherwise agree in writing.

2.3 Consequences of termination

If this deed poll terminates under clause 2.2 then, in addition and without prejudice to any other rights, powers or remedies available to it:

(a) each of Bidder and Bidder Sub is released from its obligations to further perform this deed poll; and

(b) each Scheme Shareholder retains the rights they have against Bidder and Bidder Sub in respect of any breach of this deed poll which occurred before it was terminated.

3 Scheme obligations

3.1 Undertaking to issue Scheme Consideration

Subject to clause 2, each of Bidder and Bidder Sub undertakes in favour of each Scheme Shareholder to:

(a) deposit, or procure the deposit of, in cleared funds, by no later than the Business Day before the Implementation Date, an amount equal to the aggregate amount of the cash component of the Scheme Consideration payable to all Scheme Shareholders under the Scheme into an Australian dollar denominated trust account with an ADI operated by the Target Registry as trustee for the Scheme Shareholders, except that any interest on the amounts deposited (less bank fees and other charges) will be credited to Bidder's account;

(b) provide, or procure the provision of, the scrip component of the Scheme Consideration to each Scheme Shareholder in accordance with the terms of the Scheme; and

(c) undertake all other actions, and give each acknowledgement, representation and warranty (if any), attributed to it under the Scheme,

subject to and in accordance with the provisions of the Scheme.

Deed poll

page 3

4 Warranties

3.2 Shares to rank equally

Bidder covenants in favour of each Scheme Shareholder that the New Bidder Shares which are issued (including those issued to CDN in connection with the New Bidder CDIs) to each Scheme Shareholder in accordance with the Scheme will:

(a) rank equally with all existing Bidder Shares on issue; and

(b) be issued fully paid and free from any Security Interest.

4 Warranties

Each of Bidder and Bidder Sub represents and warrants in favour of each Scheme Shareholder, in respect of itself, that:

(a) it is a corporation validly existing under the laws of its place of registration;

(b) it has the corporate power to enter into and perform its obligations under this deed poll and to carry out the transactions contemplated by this deed poll;

(c) it has taken all necessary corporate action to authorise its entry into this deed poll and has taken or will take all necessary corporate action to authorise the performance of this deed poll and to carry out the transactions contemplated by this deed poll;

(d) this deed poll is valid and binding on it and enforceable against it in accordance with its terms; and

(e) this deed poll does not conflict with, or result in the breach of or default under, any provision of its constitution, or any agreement or instrument, any writ, order or injunction, judgment, law, rule or regulation to which it is a party or subject or by which it is bound.

5 Continuing obligations

This deed poll is irrevocable and, subject to clause 2, remains in full force and effect until the earlier of:

(a) Bidder and Bidder Sub having fully performed their obligations under this deed poll; or the

(b) earlier termination of this deed poll under clause 2.

6 Notices

6.1 Form of Notice

A notice or other communication in respect of this deed poll (Notice) must be:

(a) in writing and in English and signed by or on behalf of the sending party; and

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6 Notices

(b) addressed to Bidder and Bidder Sub in accordance with the details set out below (or any alternative details nominated by Bidder and Bidder Sub by Notice).

Attention

Ross Bhappu, President and CEO

Address

225 Union Boulevard, Suite 600

Lakewood, Colorado 80228 United States

Email address

rbhappu@energyfuels.com

with a copy to:

Herbert Smith Freehills Kramer

Level 33, 161 Castlereagh St, Sydney NSW 2000

Nicole Pedler, Partner

Nicole.Pedler@hsfkramer.com

6.2 How Notice must be given and when Notice is received

(a) A Notice must be given by one of the methods set out in the table below.

(b) A Notice is regarded as given and received at the time set out in the table below.

However, if this means the Notice would be regarded as given and received outside the period between 9.00am and 5.00pm (addressee's time) on a Business Day (business hours period), then the Notice will instead be regarded as given and received at the start of the following business hours period.

Method of giving Notice

When Notice is regarded as given and received

By hand to the nominated address

When delivered to the nominated address

By pre-paid post to the nominated address

At 9.00am (addressee's time) on the second Business Day after the date of posting

By email to the nominated email address

The first to occur of:

1 the sender receiving an automated message confirming delivery; or

2 two hours after the time that the email was sent (as recorded on the device from

which the email was sent) provided that the sender does not, within the period,

receive an automated message that the email has not been delivered.

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7 General

6.3 Notice must not be given by electronic communication

A Notice must not be given by electronic means of communication (other than email as permitted in clause 6.2).

7 General

7.1 Stamp duty

Bidder:

(a) must pay all Duty in respect of the Scheme and the steps to be taken under the Scheme, the transfer of the Scheme Shares from the Scheme Shareholders to Bidder Sub, this deed poll and the performance of this deed poll; and

(b) indemnifies each Scheme Shareholder against any liability arising from any failure to comply with clause 7.1(a).

7.2 Governing law and jurisdiction

(a) This deed poll is governed by the law in force in Western Australia, Australia.

(b) Bidder and Bidder Sub irrevocably submit to the non-exclusive jurisdiction of courts exercising jurisdiction in Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this deed poll. Bidder and Bidder Sub irrevocably waive any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

7.3 Waiver

(a) Bidder and Bidder Sub may not rely on the words or conduct of any Scheme Shareholder as a waiver of any right in respect of the Scheme unless the waiver is in writing and signed by the Scheme Shareholder granting the waiver.

(b) No Scheme Shareholder may rely on words or conduct of Bidder or Bidder Sub as a waiver of any right unless the waiver is in writing and signed by Bidder or Bidder Sub, as appropriate.

Term

Meaning

conduct

includes delay in the exercise of a right.

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7 General

Term

Meaning

right

any right arising under or in connection with this deed poll and includes the right to rely on this clause.

waiver

includes an election between rights and remedies, and conduct which might otherwise give rise to an estoppel.

7.4 Variation

A provision of this deed poll may not be varied, altered or otherwise amended unless:

(a) if before the First Court Date, the variation is agreed to in writing by Target; or

(b) if on or after the First Court Date, the variation is agreed to in writing by Target and the Court indicates that the variation would not of itself preclude approval by the Court of the Scheme,

in which event Bidder and Bidder Sub will enter into a further deed poll in favour of the Scheme Shareholders giving effect to the variation, alteration or amendment.

7.5 Cumulative rights

The rights, powers and remedies of Bidder, Bidder Sub and the Scheme Shareholders under this deed poll are cumulative and do not exclude any other rights, powers or remedies provided by law independently of this deed poll.

7.6 Assignment

(a) The rights and obligations of Bidder, Bidder Sub and each Scheme Shareholder created by this deed poll are personal to Bidder, Bidder Sub and each Scheme Shareholder and must not be assigned, encumbered or otherwise dealt with at law or in equity without the prior written consent of Bidder.

(b) Any purported dealing in contravention of clause 7.6(a) is invalid.

7.7 Further action

Bidder and Bidder Sub must, at its own expense, do all things and execute all documents necessary to give full effect to this deed poll and the transactions contemplated by it.

7.8 Service of process

(a) Without preventing any method of service:

(2) Bidder and Bidder Sub each irrevocably appoint Stephen Hay (Executive General Manager - Marketing & Partnerships) as its agent for the service of process agent in Australia in relation to any mater arising out of this deed poll, and agrees that any document may be served on Bidder or Bidder Sub respectively by being delivered to or left for Bidder at the following address:

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7 General

Stephen Hay

Executive General Manager - Marketing & Partnerships

Level 3, 46 Colin Street

West Perth, WA 6005

(b) If Stephen Hay ceases to be able to act as process agent, each of Bidder and Bidder Sub undertakes to appoint a new process agent in the jurisdiction referred to in clause 7.2 and deliver to Target within 2 Business Days a copy of a written acceptance of appointment by the process agent, upon receipt of which the new appointment becomes effective for the purpose of this deed. Each of Bidder and Bidder Sub must inform Target in writing of any change in the address of its process agent within 2 Business Days of the change.

(c) Each of Bidder and Bidder Sub agrees that failure by its process agent to notify Bidder or Bidder Sub (as applicable) of any document in connection with this deed poll does not invalidate the document concerned.

(d) Each of Bidder and Bidder Sub agrees that service of documents on its process agent is sufficient service on it.

Deed poll

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Signing page

Executed as a deed poll

Bidder

Signed sealed and delivered by

Energy Fuels Inc.

in the presence of

sign here ►

/s/ Ross Bhappu

sign here ►

/s/ Julia C. Hoffmeier

Authorised signatory

Witness

print name

Ross Bhappu

print name

Julia C. Hoffmeier

Bidder Sub

Signed sealed and delivered by

EFR Critical Materials Pty Ltd in accordance with section 127 of the Corporations Act (Cth) by

sign here ►

/s/ Themo Georgiou

sign here ►

/s/ Ross Bhappu

Director

print name

Themo Georgiou

print name

Ross Bhappu

Deed poll

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Attachment 4

Option scheme arrangement

Attached.

Scheme Implementation Deed

page 1

Option scheme of

arrangement

Australian Strategic Materials Limited

Scheme Optionholders

ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia

GPO Box 4227 Sydney NSW 2001 Australia

T +61 2 9225 5000 F +61 2 9322 4000

hsfkramer.com

Option scheme of arrangement

This option scheme of arrangement is made under section 411 of the Corporations Act 2001 (Cth)

Between the parties

Target

Australian Strategic Materials Limited

ACN 168 368 401 of Level 4, 66 Kings Park Road, West Perth, WA 6005

Scheme Optionholders

The Scheme Optionholders

1 Definitions, interpretation and scheme components

1.1 Definitions

Schedule 1 contains definitions used in this Option Scheme.

1.2 Interpretation

Schedule 1 contains interpretation rules for this Option Scheme.

1.3 Scheme components

This Option Scheme includes any schedule to it.

2 Preliminary matters

(b) Bidder is a company incorporated in the Province of Ontario, Canada. The Bidder Shares are officially listed on the NYSE and TSX.

(c) Bidder Sub, a wholly-owned Subsidiary of Bidder, is a company limited by shares registered in Western Australia, Australia.

(d) If this Option Scheme becomes Effective:

(1) Bidder and Bidder Sub must pay or procure the payment of the Option Scheme Consideration to the Scheme Optionholders in accordance with the terms of this Option Scheme and the Option Scheme Deed Poll; and

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3 Conditions

(2) all the Scheme Options, and all the rights and entitlements attaching to them as at the Option Scheme Implementation Date, must be transferred to Bidder Sub and Target must enter the name of Bidder Sub in the Option Register as the holder of all of the Scheme Options.

(e) Target and Bidder have agreed, by executing the Implementation Deed, to implement this Option Scheme.

(f) This Option Scheme attributes actions to Bidder and Bidder Sub but does not itself impose an obligation on Bidder or Bidder Sub to perform those actions. Each of Bidder and Bidder Sub has undertaken, by executing the Option Scheme Deed Poll, to perform the actions attributed to it under this Option Scheme, including the payment or procuring the payment of the Option Scheme Consideration to the Scheme Optionholders subject to the terms and conditions of this Option Scheme.

3 Conditions

3.1 Conditions precedent

This Option Scheme is conditional on and will have no force or effect until, the satisfaction of each of the following conditions precedent:

(a) all the conditions in clause 3.1 of the Implementation Deed (other than the condition in clause 3.1(d) of the Implementation Deed) having been satisfied or waived in accordance with the terms of the Implementation Deed;

(b) none of the Implementation Deed, the Deed Poll nor the Option Scheme Deed Poll having been terminated in accordance with their terms;

(c) agreement to this Option Scheme by the Scheme Optionholders in accordance with subparagraph 411(4)(a)(i) of the Corporations Act, at the Option Scheme Meeting;

(d) approval of this Option Scheme by the Court under paragraph 411(4)(b) of the Corporations Act, including with any alterations made or required by the Court under subsection 411(6) of the Corporations Act and agreed to by Bidder and Target;

(e) approval of the Scheme by the Court under paragraph 411(4)(b) of the Corporations Act, including with any alterations made or required by the Court under subsection 411(6) of the Corporations Act and agreed to by Bidder and Target;

(f) such other conditions made or required by the Court under subsection 411(6) of the Corporations Act in relation to either or both of this Option Scheme and the Scheme and agreed to by Bidder and Target having been satisfied or waived

(g) the orders of the Court made under paragraph 411(4)(b) (and, if applicable, subsection 411(6)) of the Corporations Act approving this Option Scheme coming into effect, pursuant to subsection 411(10) of the Corporations Act on or before the End Date (or any later date Bidder and Target agree in writing); and

(h) the orders of the Court made under paragraph 411(4)(b) (and, if applicable, subsection 411(6)) of the Corporations Act approving the Scheme coming into effect, pursuant to subsection 411(10) of the Corporations Act on or before the End Date (or any later date Bidder and Target agree in writing).

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4 Implementation of this Option Scheme

3.2 Certificate

(b) The certificate referred to in clause 3.2(a) constitutes conclusive evidence that such conditions precedent were satisfied, waived or taken to be waived.

3.3 End Date

Without limiting any rights under the Implementation Deed, this Option Scheme will lapse and be of no further force or effect if:

(a) the Effective Date does not occur on or before the End Date; or

(b) the Implementation Deed, the Deed Poll or the Option Scheme Deed Poll is terminated in accordance with its terms,

unless Target and Bidder otherwise agree in writing (and if required, as approved by the Court).

4 Implementation of this Option Scheme

4.1 Lodgement of Court orders with ASIC

Target must lodge with ASIC, in accordance with subsection 411(10) of the Corporations Act, an office copy of the Court order approving this Option Scheme as soon as possible after the Court approves this Option Scheme and in any event by no later than 5.00pm on the first Business Day after the day on which the Court approves this Option Scheme.

4.2 Transfer of Scheme Options

On the Option Scheme Implementation Date:

(a) subject to the payment of the Option Scheme Consideration in the manner contemplated by clause 5.2, the Scheme Options, together with all rights and entitlements attaching to the Scheme Options as at the Option Scheme Implementation Date, must be transferred to Bidder Sub, without the need for any further act by any Scheme Optionholder (other than acts performed by Target as attorney and agent for Scheme Optionholders under clause 7.5), by:

(1) Target delivering to Bidder Sub a duly completed Option Scheme Transfer, executed on behalf of the Scheme Optionholders by Target, for registration; and

(2) Bidder Sub duly executing the Option Scheme Transfer, attending to the stamping of the Option Scheme Transfer (if required) and delivering it to Target for registration; and

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5 Option Scheme Consideration

(b) immediately following receipt of the Option Scheme Transfer in accordance with clause 4.2(a)(2), but subject to the stamping of the Option Scheme Transfer (if required), Target must enter, or procure the entry of, the name of Bidder Sub in the Option Register in respect of all the Scheme Options transferred to Bidder Sub in accordance with this Option Scheme; and

(c) the Scheme Options (including all rights and entitlements attaching to the Scheme Options) transferred under this Option Scheme to Bidder Sub will, at the time of transfer of them to Bidder Sub, vest in Bidder Sub free from all mortgages, charges, liens, encumbrances, pledges, security interests (including any Security Interests) and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind.

5 Option Scheme Consideration

5.1 Entitlement to Option Scheme Consideration

On the Option Scheme Implementation Date, in consideration for the transfer of Scheme Options to Bidder Sub under this Option Scheme, each Scheme Optionholder will be entitled to receive the Option Scheme Consideration in respect of each Scheme Option held by that Scheme Optionholder, subject to and in accordance with this clause 5.

5.2 Provision of Option Scheme Consideration

(a) Bidder must, and Target must use its best endeavours to procure that Bidder does, by no later than the Business Day before the Option Scheme Implementation Date, deposit, or procure the deposit, in cleared funds an amount equal to the aggregate amount of the Option Scheme Consideration payable to all Scheme Optionholders, into an Australian dollar denominated trust account with an ADI operated by the Target Registry as trustee for the Scheme Optionholders (provided that any interest on the amounts deposited (less bank fees and other charges) will be credited to Bidder's account).

(b) On the Option Scheme Implementation Date, subject to funds having been deposited in accordance with clause 5.2(a), Target must pay, or procure the payment of, the aggregate amount of the Option Scheme Consideration payable to each Scheme Optionholder from the trust account referred to in clause 5.2(a), by paying, or procuring the payment of, to each Scheme Optionholder such amount of cash as is due to that Scheme Optionholder in respect of all of that Scheme Optionholder's Scheme Options in accordance with clause 5.1.

(c) Subject to clauses 5.3, 5.4, and 5.7, the obligation of Target to pay, or procure the payment of, the Option Scheme Consideration to the Scheme Optionholders will be satisfied by Target on the Option Scheme Implementation Date paying, or procuring the payment of, the Option Scheme Consideration to each Scheme Optionholder by either (in the absolute discretion of Target):

(1) if a Scheme Optionholder is a Target Shareholder and has, before the Option Scheme Record Date, made a valid election in accordance with the requirements of the Target Registry to receive dividend payments from Target by electronic funds transfer to a bank account nominated by the Scheme Optionholder, paying, or procuring the payment of, the relevant amount in dollars by electronic means in accordance with that election; or

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5 Option Scheme Consideration

(2) otherwise dispatching, or procuring the dispatch of, a cheque for the relevant amount in dollars to the Scheme Optionholder by prepaid post to their Registered Address (as at the Option Scheme Record Date), such cheque being drawn in the name of the Scheme Optionholder (or in the case of joint holders, in accordance with the procedures set out in clause 5.3).

(d) To the extent that, following satisfaction of Target's obligations under clause 5.2(b), there is a surplus in the amount held by Target as trustee for the Scheme Optionholders in the trust account referred to in that clause, that surplus may be paid by Target to Bidder.

5.3 Joint holders

In the case of Scheme Options held in joint names:

(a) the Option Scheme Consideration is payable to the joint holders and any cheque required to be sent under this Option Scheme will be made payable to the joint holders and sent to either, at the sole discretion of Target, the holder whose name appears first in the Option Register as at the Option Scheme Record Date or to the joint holders; and

(b) any other document required to be sent under this Option Scheme, will be forwarded to either, at the sole discretion of Target, the holder whose name appears first in the Option Register as at the Option Scheme Record Date or to the joint holders.

5.4 Fractional entitlements and splitting

Where the calculation of the Option Scheme Consideration to be issued to a particular Scheme Optionholder would result in the Scheme Optionholder becoming entitled to a fraction of a cent, the fractional entitlement will be rounded down to the nearest whole cent.

5.5 Unclaimed monies

(a) Target may cancel a cheque issued under this clause 5 if the cheque:

(1) is returned to Target; or

(2) has not been presented for payment within six months after the date on which the cheque was sent.

(b) During the period of 12 months commencing on the Option Scheme Implementation Date, on request in writing from a Scheme Optionholder to Target (or the Target Registry) (which request may not be made until the date which is 20 Business Days after the Option Scheme Implementation Date), Target must reissue a cheque that was previously cancelled under this clause 5.5.

(c) The Unclaimed Money Act will apply in relation to any Option Scheme Consideration which becomes 'unclaimed money' (as defined in section 6 of the Unclaimed Money Act), but any interest or other benefit accrued from the unclaimed Option Scheme Consideration will be for the benefit of Bidder.

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5 Option Scheme Consideration

5.6 Withholding

(a) If Bidder or Bidder Sub is required by law to make any withholding or deduction for or on account of Taxes or Duties, or to make a payment to a Government Agency under Subdivision 14-D of Schedule 1 to the TAA, in respect of the acquisition of Scheme Options from a Scheme Optionholder (any such withholding, deduction or payment being a Withholding Amount), subject to this clause 5.6, Bidder or Bidder Sub:

(1) is permitted to deduct or withhold the amount of such deduction, withholding or payment (as applicable) from the Option Scheme Consideration required to be provided to the Scheme Optionholder; and

(b) The Option Scheme Consideration payable to a Scheme Optionholder shall not be increased to reflect any Withholding Amounts and the net aggregate sum payable to the Scheme Optionholder shall be taken to be in full and final satisfaction of the amounts owing to the Scheme Optionholder.

5.7 Orders of a court or Government Agency

(a) requires consideration to be provided to a third party (either through payment of a sum or the issuance of a security) in respect of Scheme Options held by a particular Scheme Optionholder, which would otherwise be payable or required to be issued to that Scheme Optionholder by Target or Bidder in accordance with this clause 5, then Target or Bidder shall be entitled to procure that provision of that consideration is made in accordance with that order or direction; or

(b) prevents Target or Bidder from providing consideration to any particular Scheme Optionholder in accordance with this clause 5, or the payment or issuance of such consideration is otherwise prohibited by applicable law, Target or Bidder shall be entitled to retain an amount, in Australian dollars, equal to the number of Scheme Options held by that Scheme Optionholder multiplied by the Option Scheme Consideration, until such time as provision of the Option Scheme Consideration in accordance with this clause 5 is permitted by that (or another) order or direction or otherwise by law.

To the extent that amounts are deducted or withheld under or in accordance with this clause 5.7, such deducted or withheld amounts will be treated for all purposes under this Option Scheme as having been paid to the person in respect of which such deduction or withholding was made, in the case of paragraph (b), until such time as provision of the Option Scheme Consideration in accordance with this clause 5 is permitted by the relevant order or direction or otherwise by law.

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6 Dealings in Target Options

6.1 Determination of Scheme Optionholders

To establish the identity of the Scheme Optionholders, Target will not accept as valid, nor recognise for any purpose, any notice of assignment, transfer, novation (or similar) or exercise of a Target Option registered in the name of a Target Optionholder that is either or both of:

(a) received after 5.00pm on the day which is the Business Day immediately before the Option Scheme Record Date; or

(b) not in accordance with the terms of grant of the Target Options.

6.2 Registration as holder of Target Shares

(a) Target will issue, and register the Target Optionholder as the holder of, a Target Share in respect of any valid exercise of a Target Option registered in the name of the Target Optionholder permitted by, and received by the time specified in, clause 6.1 and in accordance with the terms of grant of the Target Options, and the Target Optionholder acknowledges and agrees that, if the Scheme becomes Effective and the Target Optionholder has validly exercised a Target Option in accordance with the foregoing, the Target Optionholder will be bound by the terms of the Scheme in respect of each such Target Share and, accordingly, each such Target Share will be transferred to Bidder Sub in accordance with the terms of the Scheme on the Implementation Date.

(b) If this Option Scheme becomes Effective, a holder of Scheme Options (and any person claiming through that holder) must not dispose of, or purport or agree to dispose of, any Scheme Options or any interest in them on or after the Option Scheme Record Date otherwise than pursuant to this Option Scheme, and any attempt to do so will have no effect and Target shall be entitled to disregard any such disposal.

6.3 Option Register

(a) For the purpose of determining entitlements to the Option Scheme Consideration, Target must maintain the Option Register in accordance with the provisions of this clause 6 until the Option Scheme Consideration has been paid to the Scheme Optionholders. The Option Register in this form will solely determine entitlements to the Option Scheme Consideration.

(b) All statements of holding for Target Options (other than statements of holding in favour of Bidder Sub) will cease to have effect after the Option Scheme Record Date as documents of title in respect of those Target Options and, as from that date, each entry current at that date on the Option Register (other than entries on the Option Register in respect of Bidder Sub) will cease to have effect except as evidence of entitlement to the Option Scheme Consideration in respect of the Target Options relating to that entry.

(c) As soon as possible on or after the Option Scheme Record Date, and in any event by 5.00pm on the first Business Day after the Option Scheme Record Date, Target will ensure that details of the names, Registered Addresses and holdings of Target Options for each Scheme Optionholder as shown in the Option Register are available to Bidder in the form Bidder reasonably requires.

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7 General Option Scheme provisions

(d) As from the Option Scheme Record Date, all Target Option certificates (or equivalent documents) will cease to have any effect and each entry at that date on the Option Register will cease to have any effect except as evidence of entitlement to the Option Scheme Consideration.

(e) Without limiting Target's obligations under clause 6.3(c), Target must provide, or procure the provision, to Bidder such other information as Bidder may reasonably require in connection with the payment of the Option Scheme Consideration to the Scheme Optionholders in accordance with this Option Scheme.

(f) Each Scheme Optionholder agrees that the information referred to in clause 6.3(c) may be disclosed to Bidder, the Bidder Registry and Bidder's advisers and other service providers to the extent necessary to effect this Option Scheme.

7 General Option Scheme provisions

7.1 Consent to amendments to this Option Scheme

If the Court proposes to approve this Option Scheme subject to any alterations or conditions:

(a) Target may by its counsel consent on behalf of all persons concerned to those alterations or conditions to which Bidder has consented; and

(b) each Scheme Optionholder agrees to any such alterations or conditions which Target has consented to.

7.2 Scheme Optionholders' agreements and warranties

(a) Each Scheme Optionholder:

(1) agrees for all purposes to:

(A) the transfer of their Target Options together with all rights and entitlements attaching to those Target Options in accordance with this Option Scheme;

(B) the variation, cancellation or modification of the rights attached to their Target Options constituted by or resulting from this Option Scheme; and

(2) acknowledges and agrees that this Option Scheme binds Target and all Scheme Optionholders (including those who do not attend the Option Scheme Meeting and those who do not vote, or vote against this Option Scheme, at the Option Scheme Meeting).

(b) Each Scheme Optionholder is taken to have warranted to Target and Bidder Sub on the Option Scheme Implementation Date, and appointed and authorised Target as its attorney and agent to warrant to Bidder Sub on the Option Scheme Implementation Date, that:

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7 General Option Scheme provisions

(1) all their Target Options (including any rights and entitlements attaching to those Target Options) which are transferred under this Option Scheme will, at the date of transfer, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests (including any 'security interests' within the meaning of section 12 of the Personal Property Securities Act 2009 (Cth)) and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind;

(2) they have full power and capacity to transfer their Target Options to Bidder Sub together with any rights and entitlements attaching to those Target Options; and

(3) they have no existing right to be issued any Target Shares or any options, performance rights, securities or other instruments exercisable, or convertible, into Target Shares, other than the right to be issued Target Shares upon the exercise of their Target Options (as appropriate).

(c) Target undertakes that it will provide such warranty in clause 7.2 to Bidder Sub as agent and attorney of each Scheme Optionholder.

7.3 Title to and rights in Scheme Options

(a) To the extent permitted by law, the Scheme Options (including all rights and entitlements attaching to the Scheme Options) transferred under this Option Scheme to Bidder Sub will, at the time of transfer of them to Bidder Sub vest in Bidder Sub free from all mortgages, charges, liens, encumbrances, pledges, security interests (including any 'security interests' within the meaning of section 12 of the Personal Property Securities Act 2009 (Cth)) and interests of third parties of any kind, whether legal or otherwise and free from any restrictions on transfer of any kind.

(b) Immediately upon the payment of the Option Scheme Consideration to each Scheme Optionholder in the manner contemplated by clause 5.2 Bidder Sub will be beneficially entitled to the Scheme Options to be transferred to it under this Option Scheme pending registration by Target of Bidder Sub in the Option Register as the holder of the Scheme Options.

7.4 Appointment of sole proxy

Immediately upon the payment of the Option Scheme Consideration to each Scheme Optionholder in the manner contemplated by clause 5.2, and until Target registers Bidder Sub as the holder of all Scheme Options in the Option Register, each Scheme Optionholder:

(a) is deemed to have appointed Bidder Sub as attorney and agent (and directed Bidder Sub in each such capacity) to appoint any director, officer, secretary or agent nominated by Bidder Sub as its sole proxy and, where applicable or appropriate, corporate representative to attend Target meetings, exercise the votes attaching to the Scheme Options registered in their name and sign any shareholders' resolution or document;

(b) must not exercise the Scheme Options, attend or vote at any of those meetings, or sign any resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 7.4(a));

(c) must take all other actions in the capacity of a registered holder of Scheme Options as Bidder Sub reasonably directs;

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7 General Option Scheme provisions

(d) acknowledges and agrees that in exercising the powers referred to in clause 7.4(a), Bidder Sub and any director, officer, secretary or agent nominated by Bidder Sub under clause 7.4(a) may act in the best interests of Bidder Sub as the intended registered holder of the Scheme Options.

7.5 Authority given to Target

Each Scheme Optionholder, without the need for any further act:

(a) on the Effective Date, irrevocably appoints Target and each of its directors, officers and secretaries (jointly and each of them severally) as its attorney and agent for the purpose of enforcing the Option Scheme Deed Poll against Bidder and Bidder Sub, and Target undertakes in favour of each Scheme Optionholder that it will enforce the Option Scheme Deed Poll against Bidder and Bidder Sub on behalf of and as agent and attorney for each Scheme Optionholder; and

(b) on the Option Scheme Implementation Date, irrevocably appoints Target and each of its directors, officers and secretaries (jointly and each of them severally) as its attorney and agent for the purpose of executing any document or doing or taking any other act necessary, desirable or expedient to give effect to this Option Scheme and the transactions contemplated by it, including (without limitation) executing the Option Scheme Transfer,

and Target accepts each such appointment. Target as attorney and agent of each Scheme Optionholder, may sub-delegate its functions, authorities or powers under this clause 7.5 to all or any of its directors, officers, secretaries or employees (jointly, severally or jointly and severally).

7.6 Instructions and elections

If not prohibited by law (and including where permitted or facilitated by relief granted by a Government Agency), all instructions, notifications or elections by a Scheme Optionholder to Target that are binding or deemed binding between the Scheme Optionholder and Target relating to Target, Target Shares or Target Options, including instructions, notifications or elections relating to:

(a) whether dividends are to be paid by cheque or into a specific bank account;

(b) payments of dividends on Target Shares; and

will be deemed from the Option Scheme Implementation Date (except to the extent determined otherwise by Bidder in its sole discretion), by reason of this Option Scheme, to be made by the Scheme Optionholder to Bidder and to be a binding instruction, notification or election to, and accepted by, Bidder in respect of the Option Scheme Consideration to be paid to that Scheme Optionholder until that instruction, notification or election is revoked or amended in writing addressed to Bidder at its registry.

7.7 Binding effect of Scheme

This Option Scheme binds Target and all of the Scheme Optionholders (including those who did not attend the Option Scheme Meeting to vote on this Option Scheme, did not vote at the Option Scheme Meeting, or voted against this Option Scheme at the Option Scheme Meeting) and, to the extent of any inconsistency, overrides the constitution of Target and the terms of grant of the Target Options.

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8 General

8.1 Duty

Bidder will:

(a) pay all Duty in respect of the Option Scheme and the steps to be taken under the Option Scheme, including the transfer of the Scheme Options from the Scheme Optionholders to Bidder Sub pursuant to the Option Scheme; and

(b) indemnify each Scheme Optionholder against any liability arising from any failure by Bidder to comply with clause 8.1(a).

8.2 Consent

Each of the Scheme Optionholders consents to Target doing all things necessary or incidental to, or to give effect to, the implementation of this Option Scheme, whether on behalf of the Scheme Optionholders, Target or otherwise.

8.3 Notices

(a) If a notice, transfer, transmission application, direction or other communication referred to in this Option Scheme is sent by post to Target, it will not be taken to be received in the ordinary course of post or on a date and time other than the date and time (if any) on which it is actually received at Target's registered office or at the office of the Target Registry.

(b) The accidental omission to give notice of the Option Scheme Meeting or the non-receipt of such notice by a Target Optionholder will not, unless so ordered by the Court, invalidate the Option Scheme Meeting or the proceedings of the Option Scheme Meeting.

8.4 Governing law

(a) This Option Scheme is governed by the laws in force in Western Australia, Australia.

(b) The parties irrevocably submit to the non-exclusive jurisdiction of courts exercising jurisdiction in Western Australia, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Option Scheme. The parties irrevocably waive any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

8.5 Further action

Target must do all things and execute all documents (whether on its own behalf or on behalf of each Scheme Optionholder) necessary to give full effect to this Option Scheme and the transactions contemplated by it.

8.6 No liability when acting in good faith

Each Scheme Optionholder agrees that none of Target, Bidder, Bidder Sub nor any director, officer, secretary or employee of any of those companies shall be liable for anything done or omitted to be done in the performance of this Option Scheme or the Option Scheme Deed Poll in good faith.

Option scheme of arrangement

page 12

Schedule 1

Definitions and interpretation

1 Definitions

The meanings of the terms used in this Option Scheme are set out below.

Term

Meaning

ADI

authorised deposit-taking institution (as defined in the Banking Act 1959 (Cth)).

ASIC

the Australian Securities and Investments Commission.

ASX

ASX Limited ABN 98 008 624 691 and, where the context requires, the financial market that it operates.

Bidder

Energy Fuels Inc. of 225 Union Boulevard Suite 600 Lakewood, Colorado 80228 United States.

Bidder Share

a fully paid common share in the capital of Bidder.

Bidder Registry

American Stock Transfer & Trust Company, LLC.

Bidder Sub

EFR Critical Materials Pty Ltd ACN 696 983 614 of Level 3, 46 Colin Street, West Perth WA 6005.

Business Day

a day that is not a Saturday, Sunday or a public holiday or bank holiday in Denver, Colorado, USA or Perth, Western Australia, Australia.

Corporations Act

the Corporations Act 2001 (Cth).

Court

the Federal Court of Australia (commenced in the Perth registry) or such other court of competent jurisdiction under the Corporations Act agreed to in writing by Bidder and Target.

Option scheme of arrangement

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Schedule 1 Definitions and interpretation

Term

Meaning

Deed Poll

the deed poll substantially in the form of Attachment 3 of the Implementation Deed under which each of Bidder and Bidder Sub covenants in favour of the Scheme Shareholders to perform the obligations attributed to it under the Scheme.

Duty

has the meaning given in the Implementation Deed.

Effective

when used in relation to this Option Scheme, the coming into effect, under subsection 411(10) of the Corporations Act, of the Court order made under subparagraph 411(4)(b) of the Corporations Act in relation to this Option Scheme.

Effective Date

the date on which this Option Scheme becomes Effective.

End Date

has the meaning given in the Implementation Deed.

Government Agency

has the meaning given in the Implementation Deed.

Implementation Deed

the scheme implementation deed dated 21 January 2026, as amended and restated on 13 March 2026, between Target and Bidder relating to the implementation of this Option Scheme.

NYSE

the NYSE American LLC (or any successor to the NYSE American LLC).

Option Register

the register of Target Optionholders maintained by Target or the Target Registry in accordance with the Corporations Act.

Option Scheme

this scheme of arrangement under Part 5.1 of the Corporations Act between Target and the Scheme Optionholders subject to any alterations or conditions made or required by the Court under subsection 411(6) of the Corporations Act and agreed to in writing by Target and Bidder.

Option Scheme Consideration

the consideration to be provided by or on behalf of Bidder Sub to each Scheme Optionholder for the transfer to Bidder Sub of each Scheme Option, being an amount of $0.50 for each Target Option held by a Scheme Optionholder as at the Option Scheme Record Date.

Option scheme of arrangement

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Schedule 1 Definitions and interpretation

Term

Meaning

Option Scheme Deed Poll

the Option Scheme Deed Poll substantially in the form of Attachment 1 under which each of Bidder and Bidder Sub covenants in favour of the Scheme Optionholders to perform the obligations attributed to it under this Option Scheme.

Option Scheme Implementation Date

the fifth Business Day after the Option Scheme Record Date, or such other date after the Option Scheme Record Date as the parties agree in writing.

Option Scheme Meeting

the meeting of Target Optionholders ordered by the Court to be convened under subsection 411(1) of the Corporations Act to consider and vote on the Scheme and includes any meeting convened following any adjournment or postponement of that meeting.

Option Scheme Record Date

5.00pm on the second Business Day after the Effective Date or such other time and date as the parties agree in writing.

Option Scheme Transfer

a duly completed and executed proper instrument of transfer in respect of the Scheme Options for the purposes of section 1071B of the Corporations Act, in favour of Bidder Sub as transferee, which may be a master transfer of all or part of the Scheme Options.

Registered Address

in relation to a Target Optionholder, the address shown in the Option Register as at the Option Scheme Record Date.

Scheme

the scheme of arrangement under Part 5.1 of the Corporations Act between Target and the Scheme Shareholders subject to any alterations or conditions made or required by the Court under subsection 411(6) of the Corporations Act and agreed to in writing by Target and Bidder.

Scheme Optionholder

a holder of Target Options recorded in the Option Register as at the Option Scheme Record Date.

Scheme Options

all Target Options held by the Scheme Optionholders as at the Option Scheme Record Date.

Option scheme of arrangement

page 15

Schedule 1 Definitions and interpretation

Term

Meaning

Scheme Shareholder

a holder of Target Shares recorded in the Share Register as at the Scheme Record Date.

Scheme Shares

all Target Shares held by the Scheme Shareholders as at the Scheme Record Date.

Second Court Date

the first day on which an application made to the Court for an order under paragraph 411(4)(b) of the Corporations Act approving this Option Scheme is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application or appeal is heard.

Security Interest

has the meaning given in the Implementation Deed.

Share Register

the register of members of Target maintained by Target or the Target Registry in accordance with the Corporations Act.

Subsidiary

has the meaning given in Division 6 of Part 1.2 of the Corporations Act.

TAA

Taxation Administration Act 1953 (Cth).

Target

Australian Strategic Materials Limited ACN 168 368 401 of Level 4, 66 Kings Park Road, West Perth, WA 6005.

Target Group

the Target and each of its Subsidiaries, and a reference to a Target Group Member or a member of the Target Group is to Target or any of its Subsidiaries.

Target Options

options to acquire Target Shares, as listed in Schedule 5 of the Implementation Deed.

Target Optionholder

a holder of a Target Option, who is recorded in the Option Register.

Target Registry

Automic Pty Ltd ABN 27 152 260 814.

Target Share

a fully paid ordinary share in the capital of Target.

Option scheme of arrangement

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Schedule 1 Definitions and interpretation

Term

Meaning

Target Shareholder

each person who is registered as the holder of a Target Share in the Share Register.

Tax

has the meaning given in the Implementation Deed.

TSX

the Toronto Stock Exchange.

Unclaimed Money Act

the Unclaimed Money Act 1990 (WA).

1.1 Interpretation

In this Option Scheme:

(a) headings and bold type are for convenience only and do not affect the interpretation of this Option Scheme;

(b) the singular includes the plural and the plural includes the singular;

(d) other parts of speech and grammatical forms of a word or phrase defined in this Option Scheme have a corresponding meaning;

(e) a reference to a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency, as well as an individual;

(f) a reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to this Option Scheme;

(h) a reference to a document (including this Option Scheme) includes all amendments or supplements to, or replacements or novations of, that document;

(i) a reference to '$', 'A$' or 'dollar' is to the lawful currency of Australia;

(j) a reference to any time is, unless otherwise indicated, a reference to that time in Perth, Australia;

(k) a reference to a party to a document includes that party's successors and permitted assignees;

(l) no provision of this Option Scheme will be construed adversely to a party because that party was responsible for the preparation of this Option Scheme or that provision;

Option scheme of arrangement

page 17

Schedule 1 Definitions and interpretation

(m) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;

(n) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

(o) a reference to a body (including an institute, association or authority), other than a party to this Option Scheme, whether statutory or not:

(1) which ceases to exist; or

(2) whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

(p) a reference to an agreement other than this Option Scheme includes a deed and any legally enforceable undertaking, agreement, arrangement or understanding, whether or not in writing;

(q) a reference to liquidation or insolvency includes appointment of an administrator, a reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, bankruptcy, or a scheme, compromise or arrangement with creditors (other than solely with holders of securities or derivatives),or any similar procedure or, where applicable, changes in the constitution of any partnership or third party, or death;

(r) if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

(s) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(t) if an act prescribed under this Option Scheme to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day; and

(u) a reference to something being "reasonably likely" (or to a similar expression) is a reference to that thing being more likely than not to occur when assessed objectively.

2 Interpretation of inclusive expressions

Specifying anything in this Option Scheme after the words 'include' or 'for example' or similar expressions does not limit what else is included.

3 Business Day

Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.

Option scheme of arrangement

page 18

Attachment 1

Option Scheme Deed Poll

Option scheme of arrangement

page 1

Attachment 5

Option scheme deed poll

Attached.

Scheme Implementation Deed

page 1

Deed

Option scheme deed poll

Energy Fuels Inc.

EFR Critical Materials Pty Ltd

ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia

GPO Box 4227 Sydney NSW 2001 Australia

T +61 2 9225 5000 F +61 2 9322 4000

hsfkramer.com

Option scheme deed poll

Date ► 13 May 2026

This deed poll is made

Energy Fuels Inc.

of 225 Union Boulevard Suite 600 Lakewood, Colorado 80228 United States (Bidder)

and

EFR Critical Materials Pty Ltd ACN 696 983 614

of Level 3, 46 Colin Street, West Perth WA 6005 (Bidder Sub)

in favour of

each Scheme Optionholder

Recitals

1 Target and Bidder entered into the Implementation Deed.

2 In the Implementation Deed, Bidder agreed to make this deed poll and to procure that Bidder Sub makes this deed poll.

3 Bidder and Bidder Sub are making this deed poll for the purpose of covenanting in favour of the Scheme Optionholders to perform their obligations under the Option Scheme

This deed poll provides as follows:

1 Definitions and interpretation

1.1 Definitions

(a) The meanings of the terms used in this deed poll are set out below.

Term

Meaning

Duty

Option scheme deed poll

page 1

1 Definitions and interpretation

Term

Meaning

First Court Date

the first day on which an application made to the Court for an order under subsection 411(1) of the Corporations Act convening the Option Scheme Meeting is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application is heard.

Implementation Deed

the scheme implementation deed entered into between Target and Bidder dated 21 January 2026, as amended and restated on 13 March 2026.

Option Scheme

the scheme of arrangement under Part 5.1 of the Corporations Act between Target and the Scheme Optionholders, substantially in the form attached to the Implementation Deed, subject to any alterations or conditions made or required by the Court under subsection 411(6) of the Corporations Act and agreed to in writing by Bidder and Target.

Target

Australian Strategic Materials Limited ACN 168 368 401.

(b) Unless the context otherwise requires, terms defined in the Option Scheme have the same meaning when used in this deed poll.

1.2 Interpretation

Sections 1.1, 2 and 3 of Schedule 1 of the Option Scheme apply to the interpretation of this deed poll, except that references to 'this Option Scheme' are to be read as references to 'this deed poll'.

1.3 Nature of deed poll

Bidder and Bidder Sub acknowledge that:

(a) this deed poll may be relied on and enforced by any Scheme Optionholder in accordance with its terms even though the Scheme Optionholders are not party to it; and

(b) under the Option Scheme, each Scheme Optionholder irrevocably appoints Target and each of its directors, officers and secretaries (jointly and each of them severally) as its agent and attorney to enforce this deed poll against Bidder and Bidder Sub in accordance with its terms.

Option scheme deed poll

page 2

2 Conditions to obligations

2.1 Conditions

This deed poll and the obligations of Bidder and Bidder Sub under this deed poll are subject to the Option Scheme becoming Effective.

2.2 Termination

The obligations of Bidder and Bidder Sub under this deed poll to the Scheme Optionholders will automatically terminate and the terms of this deed poll will be of no force or effect if:

(a) the Implementation Deed is terminated in accordance with its terms; or

(b) the Option Scheme is not Effective on or before the End Date,

unless Bidder and Target otherwise agree in writing.

2.3 Consequences of termination

If this deed poll terminates under clause 2.2 then, in addition and without prejudice to any other rights, powers or remedies available to it:

(a) each of Bidder and Bidder Sub is released from its obligations to further perform this deed poll; and

(b) each Scheme Optionholder retains the rights they have against Bidder and Bidder Sub in respect of any breach of this deed poll which occurred before it was terminated.

3 Option Scheme obligations

Subject to clause 2, each of Bidder and Bidder Sub undertakes in favour of each Scheme Optionholder to:

(a) deposit, or procure the deposit of, in cleared funds, by no later than the Business Day before the Implementation Date, an amount equal to the aggregate amount of the Option Scheme Consideration payable to all Scheme Optionholders under the Option Scheme into an Australian dollar denominated trust account with an ADI operated by the Target Registry as trustee for the Scheme Optionholders, except that any interest on the amounts deposited (less bank fees and other charges) will be credited to Bidder's account; and

(b) undertake all other actions, and give each acknowledgement, representation and warranty (if any), attributed to it under the Option Scheme,

subject to and in accordance with the provisions of the Option Scheme.

Option scheme deed poll

page 3

4 Warranties

Each of Bidder and Bidder Sub represents and warrants in favour of each Scheme Optionholder, in respect of itself, that:

(a) it is a corporation validly existing under the laws of its place of registration;

(b) it has the corporate power to enter into and perform its obligations under this deed poll and to carry out the transactions contemplated by this deed poll;

(d) this deed poll is valid and binding on it and enforceable against it in accordance with its terms; and

5 Continuing obligations

This deed poll is irrevocable and, subject to clause 2, remains in full force and effect until the earlier of:

(a) Bidder and Bidder Sub having fully performed their obligations under this deed poll; or the

(b) earlier termination of this deed poll under clause 2.

6 Notices

6.1 Form of Notice

A notice or other communication in respect of this deed poll (Notice) must be:

(a) in writing and in English and signed by or on behalf of the sending party; and

(b) addressed to Bidder and Bidder Sub in accordance with the details set out below (or any alternative details nominated by Bidder and Bidder Sub by Notice).

Attention

Ross Bhappu, President and CEO

Address

225 Union Boulevard, Suite 600

Option scheme deed poll

page 4

6 Notices

Email address

rbhappu@energyfuels.com

with a copy to:

Herbert Smith Freehills Kramer

Level 33, 161 Castlereagh St, Sydney NSW 2000

Nicole Pedler, Partner

Nicole.Pedler@hsfkramer.com

6.2 How Notice must be given and when Notice is received

(a) A Notice must be given by one of the methods set out in the table below.

(b) A Notice is regarded as given and received at the time set out in the table below.

Method of giving Notice

When Notice is regarded as given and received

By hand to the nominated address

When delivered to the nominated address

By pre-paid post the nominated address

At 9.00am (addressee's time) on the second Business Day after the date of posting

By email to the nominated address

The first to occur of:

1 the sender receiving an automated message confirming delivery; or

6.3 Notice must not be given by electronic communication

A Notice must not be given by electronic means of communication (other than email as permitted in clause 6.2).

Option scheme deed poll

page 5

7 General

7.1 Stamp duty

Bidder:

(a) must pay all Duty in respect of the Option Scheme and the steps taken under the Option Scheme, the transfer of the Scheme Options from the Scheme Optionholders to Bidder Sub and this deed poll and the performance of this deed poll; and

(b) indemnifies each Scheme Optionholder against any liability arising from any failure to comply with clause 7.1(a).

7.2 Governing law and jurisdiction

(a) This deed poll is governed by the law in force in Western Australia, Australia.

7.3 Waiver

(a) Bidder and Bidder Sub may not rely on the words or conduct of any Scheme Optionholder as a waiver of any right in respect of the Option Scheme unless the waiver is in writing and signed by the Scheme Optionholder granting the waiver.

(b) No Scheme Optionholder may rely on words or conduct of Bidder or Bidder Sub as a waiver of any right unless the waiver is in writing and signed by Bidder or Bidder Sub, as appropriate.

Term

Meaning

conduct

includes delay in the exercise of a right.

right

any right arising under or in connection with this deed poll and includes the right to rely on this clause.

waiver

includes an election between rights and remedies, and conduct which might otherwise give rise to an estoppel.

Option scheme deed poll

page 6

7 General

7.4 Variation

A provision of this deed poll may not be varied, altered or otherwise amended unless:

(a) if before the First Court Date, the variation is agreed to in writing by Target; or

(b) if on or after the First Court Date, the variation is agreed to in writing by Target and the Court indicates that the variation would not of itself preclude approval by the Court of the Option Scheme,

in which event Bidder and Bidder Sub will enter into a further deed poll in favour of the Scheme Optionholders giving effect to the variation, alteration or amendment.

7.5 Cumulative rights

The rights, powers and remedies of Bidder, Bidder Sub and the Scheme Optionholders under this deed poll are cumulative and do not exclude any other rights, powers or remedies provided by law independently of this deed poll.

7.6 Assignment

(a) The rights and obligations of Bidder, Bidder Sub and each Scheme Optionholder created by this deed poll are personal to Bidder, Bidder Sub and each Scheme Optionholder and must not be assigned, encumbered or otherwise dealt with at law or in equity without the prior written consent of Bidder.

(b) Any purported dealing in contravention of clause 7.6(a) is invalid.

7.7 Further action

Bidder and Bidder Sub must, at its own expense, do all things and execute all documents necessary to give full effect to this deed poll and the transactions contemplated by it.

7.8 Service of process

(a) Without preventing any method of service:

Stephen Hay

Executive General Manager - Marketing & Partnerships

Level 3, 46 Colin Street

West Perth, WA 6005

Option scheme deed poll

page 7

7 General

(d) Each of Bidder and Bidder Sub agrees that service of documents on its process agent is sufficient service on it.

Option scheme deed poll

page 8

Signing page

Executed as a deed poll

Bidder

Signed sealed and delivered by

Energy Fuels Inc.

in the presence of

sign here ►

/s/ Ross Bhappu

sign here ►

/s/ Julia C. Hoffmeier

Authorised signatory

Witness

print name

Ross Bhappu

print name

Julia C. Hoffmeier

Bidder Sub

Signed sealed and delivered by EFR Critical Materials Pty Ltd in accordance with section 127 of the Corporations Act (Cth) by

sign here ►

/s/ Themo Georgiou

sign here ►

/s/ Ross Bhappu

Director

print name

Themo Georgiou

print name

Ross Bhappu

Option scheme deed poll

page 9

Attachment 6 Conditions Precedent certificate

Attachment 6

Conditions Precedent certificate

Attached.

Option scheme deed poll

page 1

Conditions Precedent Certificate

Australian Strategic Materials Limited (Target) and Energy Fuels Inc. (Bidder) certify, confirm and agree that each of the conditions precedent:

1 in clause 3.1 (other than the conditions precedent in clause 3.1(d) relating to Court approval and clause 3.1(n) relating to securities law exemptions) of the scheme implementation deed dated 21 January 2026, as amended and restated on 13 March 2026, between Target and Bidder (SID) has been satisfied or is hereby waived by the relevant party (or parties) to the SID in accordance with the terms of the SID;

2 in clause 3.1(a) (other than the condition precedent in clause 3.1(n) of the SID relating to securities law exemptions) and clause (b) of the scheme of arrangement between Target and the relevant Target shareholders (Scheme) which appears in Annexure [insert] of Target's scheme booklet dated [insert] has been satisfied; and

3 in clause 3.1(a) (other than the condition precedent in clause 3.1(n) of the SID relating to securities law exemptions) and clauses 3.1(b), (c) and (f) of the option scheme of arrangement between Target and the relevant Target optionholders (Option Scheme) which appears in Annexure [insert] to Target's scheme booklet dated [insert] has been satisfied .

This deed is governed by the laws of Western Australia, Australia.

This deed may be executed in any number of counterparts. All counterparts, taken together, constitute one instrument. Subject to applicable law, a counterpart may be signed electronically and may be in hard copy or electronic form.

Dated: [insert]

Scheme of Arrangement

page 1

Executed as a deed

Target

Signed sealed and delivered by

Australian Strategic Materials Limited in accordance with section 127 of the Corporations Act 2001 (Cth) by

sign here ►

Company Secretary/Director

Director

print name

Bidder

Signed sealed and delivered by

Energy Fuels Inc.

in the presence of

sign here ►

Authorised signatory

Witness

print name

Scheme of Arrangement

page 2

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exhibit99-1.htm · Sequence: 3

Energy Fuels Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

Supplementary Scheme Booklet

AUSTRALIAN STRATEGIC MATERIALS

LIMITED

ACN 168 368 401

Supplementary Scheme Booklet

For a scheme of arrangement in relation to the proposed acquisition of all the fully paid ordinary shares in Australian Strategic Materials Limited ACN 168 368 401 by EFR Critical Materials Pty Ltd ACN 696 983 614, a wholly owned subsidiary of Energy Fuels Inc., and a related option scheme of arrangement.

VOTE IN FAVOUR

The Independent Expert continues to conclude that the Share Scheme is in the best interests of ASM Shareholders and the Option Scheme is in the best interests of ASM Optionholders, in each case in the absence of a Superior Proposal.

The ASM Directors unanimously recommend that ASM Shareholders vote in favour of the Share Scheme and ASM Optionholders vote in favour of the Option Scheme, in each case in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the relevant Scheme is in the best interests of the relevant ASM Securityholders.

This is an important document and requires your immediate attention. You should read this Supplementary Scheme Booklet together with ASM's Scheme Booklet dated 18 May 2026 in full before you decide how to vote on the Schemes. If you are in doubt as to what you should do, you should consult your legal, financial or other professional adviser.

The timetable for the Schemes has been revised as detailed in the 'Important dates and times - Revised timetable' section of this Supplementary Scheme Booklet. The Share Scheme Meeting will now be held at 11.30am (AWST) on Wednesday, 12 August 2026 and the Option Scheme Meeting will now be held at the later of 12.00pm (AWST) on Wednesday, 12 August 2026 and the conclusion or adjournment of the Share Scheme Meeting. Both Scheme Meetings will be held at Dexus Place Perth, Level M, 240 St Georges Terrace, Perth WA 6000.

If you have any questions in relation to the Schemes, the Scheme Booklet or this Supplementary Scheme Booklet, please contact the ASM Scheme information line on 1300 644 587 (within Australia) and +61 2 9000 7018 (outside Australia) between 8:00am and 5:00pm, Monday to Friday (Sydney time), excluding national public holidays.

Legal Adviser

Financial Adviser

Important information

General

This Supplementary Scheme Booklet is important and requires your immediate attention. You should read this Supplementary Scheme Booklet, together with the Scheme Booklet dated 18 May 2026 in full before making any decision as to how to vote at the Scheme Meetings. You should also consult your legal, financial, tax or other professional adviser.

This document prevails to the extent of any inconsistency between the Supplementary Scheme Booklet and the Scheme Booklet.

Unless the context otherwise requires, references in the Scheme Booklet (including in the Notice of Share Scheme Meeting, Notice of Option Scheme Meeting, Share Scheme Resolution and Option Scheme Resolution) to the Scheme Booklet should be read as references to the Scheme Booklet as supplemented by this Supplementary Scheme Booklet.

Nature of this Supplementary Scheme Booklet

The purpose of this Supplementary Scheme Booklet is to provide further information to ASM Securityholders about the proposed acquisition of all the fully paid ordinary shares in Australian Strategic Materials Limited by EFR Critical Materials Pty Ltd ACN 696 983 614, a wholly owned subsidiary of Energy Fuels Inc., and a related option scheme of arrangement.

Since the Scheme Booklet was dispatched to ASM Securityholders on 18 May 2026, certain events have occurred and ASM directors have determined that ASM Securityholders should be provided with supplementary information before voting on the Schemes. This Supplementary Scheme Booklet provides that supplementary information and the details of the Scheme Meetings.

The Supplementary Scheme Booklet contains information to reflect the following matters:

Energy Fuels' entry into a commitment agreement under which Energy Fuels has received a conditional US$725 million financing commitment from the U.S. Office of Strategic Capital; and

Energy Fuels' entry into a definitive agreement to acquire 100% of VAC (as defined in section 9.1).

This Supplementary Scheme Booklet includes updates to the explanatory statement for the Schemes required by subsection 412(1) of the Corporations Act.

This Supplementary Scheme Booklet does not constitute or contain an offer to ASM Securityholders, or a solicitation of an offer from ASM Securityholders, in any jurisdiction. This Supplementary Scheme Booklet is not a disclosure document required by Chapter 6D of the Corporations Act. Subsection 708(17) of the Corporations Act provides that Chapter 6D of the Corporations Act does not apply in relation to arrangements under Part 5.1 of the Corporations Act approved at a meeting held as a result of an order under subsection 411(1). Instead, ASM Securityholders asked to vote on an arrangement at such a meeting must be provided with an explanatory statement as referred to above.

Please ignore this Supplementary Scheme Booklet if you have sold all of your ASM Securities.

Defined terms and interpretation

Capitalised terms used in this Supplementary Scheme Booklet are defined in section 9.1. Unless the context otherwise requires, if a capitalised term used in this Supplementary Scheme Booklet is not defined in section 9.1, it has the meaning given to it in the Scheme Booklet. If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

Section 9.2 sets out rules of interpretation that apply to this Supplementary Scheme Booklet.

page ii

The documents reproduced in the attachments to this Supplementary Scheme Booklet may have their own defined terms, which sometimes differ from those in section 9.1.

Important notices from the Scheme Booklet

The items in the 'Important Information' section of the Scheme Booklet entitled 'Forward looking statements', 'Foreign jurisdictions', 'Charts and diagrams', 'Timetable and dates', 'External websites' and 'Privacy' continue to apply to, and should be read as forming part of, this Supplementary Scheme Booklet, subject only to the following:

any reference in those items to 'this Scheme Booklet' is to be read as a reference to 'this Supplementary Scheme Booklet'; and

for the avoidance of doubt, unless the context otherwise requires, any capitalised term used in those items has the meaning given to it in this Supplementary Scheme Booklet, or, if not defined in this Supplementary Scheme Booklet, the meaning given to it in the Scheme Booklet.

Roles of ASIC and ASX

A copy of this Supplementary Scheme Booklet has been provided to ASIC and ASX. Neither ASIC nor ASX, nor any of their respective officers, takes any responsibility for the contents of this Supplementary Scheme Booklet.

Important notice associated with Court order under subsection 411(1) of the Corporations Act

The fact that, under subsection 411(1) of the Corporations Act, the Court has ordered that a meeting be convened and has approved the explanatory statement required to accompany the Notice of Share Scheme Meeting and Notice of Option Scheme Meeting does not mean that the Court:

has formed any view as to the merits of the proposed Schemes or as to how ASM Securityholders should vote (on this matter ASM Securityholders must reach their own conclusions);

has prepared, or is responsible for the content of, the explanatory statement; or

endorses the proposed Schemes, or has formed any other expression of opinions on, the proposed Schemes.

Notice of Share Scheme Meeting

The Notice of Share Scheme Meeting set out in Annex 7 to the Scheme Booklet continues to apply for the postponed Share Scheme Meeting, as supplemented by this Supplementary Scheme Booklet. Any references in the Notice of Share Scheme Meeting contained in Annex 7 of the Scheme Booklet or in the proxy form that accompanied the Scheme Booklet to dates or times should be read subject to the revised dates and times (and other information) set out in this Supplementary Scheme Booklet. No replacement proxy form accompanies this Supplementary Scheme Booklet, however, ASM Shareholders who require a replacement proxy form may request one from the ASM Registry.

Notice of Option Scheme Meeting

The Notice of Option Scheme Meeting set out in Annex 8 to the Scheme Booklet continues to apply for the postponed Option Scheme Meeting, as supplemented by this Supplementary Scheme Booklet. Any references in the Notice of Option Scheme Meeting contained in Annex 8 of the Scheme Booklet or in the proxy form that accompanied the Scheme Booklet to dates or times should be read subject to the revised dates and times (and other information) set out in this Supplementary Scheme Booklet. No replacement proxy form accompanies this Supplementary Scheme Booklet, however, ASM Optionholders who require a replacement proxy form may request one from the ASM Registry.

Notice of Second Court Hearing

At the Second Court Hearing, the Court will consider whether to approve the Share Scheme and the Option Scheme following the vote at the Share Scheme Meeting and the Option Scheme Meeting. Any ASM Securityholder may appear at the Second Court Hearing, currently expected to be held on Tuesday, 18 August 2026 at the Peter Durack Commonwealth Law Courts Building, 1 Victoria Avenue, Perth WA 6000. Any ASM Shareholder or ASM Optionholder who wishes to oppose approval of the Share Scheme or the Option Scheme (as applicable) at the Second Court Hearing may do so by filing with the Court and serving on ASM a notice of appearance in the prescribed form together with any affidavit that the ASM Shareholder proposes to rely on.

Page ii

No investment advice

This Supplementary Scheme Booklet has been prepared without reference to the investment objectives, financial and taxation situation or particular needs of any ASM Securityholder or any other person. The information and recommendations contained in this Supplementary Scheme Booklet do not constitute, and should not be taken as, financial product advice. The ASM Directors encourage you to seek independent financial and taxation advice before making any investment decision and any decision as to whether or not to vote in favour of the Schemes. This Supplementary Scheme Booklet should be read in its entirety before making a decision on whether or not to vote in favour of the Schemes. In particular, it is important that you consider the potential risks as set out in section 8 of the Scheme Booklet, as supplemented by section 6 of this Supplementary Scheme Booklet, and the views of the Independent Expert set out in the Independent Expert's Report in Annex 1 of the Scheme Booklet, as replaced by the Replacement Independent Expert's Report contained in Annex 1 of this Supplementary Scheme Booklet. If you are in doubt as to the course you should follow, you should consult an independent and appropriately licensed and authorised professional adviser immediately.

Responsibility

ASM has prepared, and is responsible for, the Supplementary ASM Information. Neither Energy Fuels nor any of its Subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of the Supplementary ASM Information.

Energy Fuels has prepared, and is responsible for, the Supplementary Energy Fuels Information. Neither ASM nor any of its Subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of the Supplementary Energy Fuels Information.

The Independent Expert has prepared the Summary Letter and Replacement Independent Expert's Report and takes responsibility for those documents. The Independent Technical Specialist has prepared the Replacement Independent Specialist Report included in the Replacement Independent Expert's Report and takes responsibility for that report. The Summary Letter and the Replacement Independent Expert's Report (including the Replacement Independent Specialist Report) are included in Annex 1.

None of ASM or Energy Fuels or any of their respective Related Bodies Corporate, Subsidiaries, directors, officers, employees or advisers (other than the Independent Expert in respect of the Summary Letter and the Replacement Independent Expert's Report and the Independent Technical Specialist in respect of the Replacement Independent Specialist Report) assume any responsibility for the accuracy or completeness of the information contained in the Summary Letter, Replacement Independent Expert's Report or the Replacement Independent Specialist Report, except, in the case of ASM, in relation to the information which it has provided to the Independent Expert and the Independent Technical Specialist.

No consenting party has withdrawn their consent to be named before the date of this Supplementary Scheme Booklet.

Notice to ASM Shareholders in the U.S.

Energy Fuels intends to rely on an exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof in connection with the consummation of the Share Scheme and the issuance of the Scrip Consideration. Approval of the Share Scheme by the Court, which will consider, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities to Scheme Shareholders, will be relied upon by Energy Fuels for purposes of qualifying for the exemption pursuant to section 3(a)(10) of the U.S. Securities Act.

Scheme Shareholders resident in the U.S. should note that it is proposed that the Scrip Consideration be issued and the Cash Consideration be paid in exchange for the securities of a company incorporated in Australia in accordance with the laws of Australia and the ASX Listing Rules. The solicitation of proxies made pursuant to this Supplementary Scheme Booklet is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. The Share Scheme is subject to disclosure requirements of Australia that are different from those of the U.S.

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Without limiting the foregoing, the financial information included or incorporated by reference in this Supplementary Scheme Booklet has not been prepared in accordance with U.S. generally accepted accounting principles and thus may not be comparable to financial statements of U.S. companies. Further, unless otherwise indicated, estimates of resources and reserves and other scientific and technical information included or incorporated by reference in this Supplementary Scheme Booklet has not been prepared in accordance with Subpart 1300 and thus may not be comparable to similar information disclosed by U.S. companies subject to the reporting and disclosure requirements of the U.S. Securities and Exchange Commission (SEC).

The Supplementary Scheme Booklet has not been filed with or reviewed by the SEC or any state securities authority and none of them has passed upon or endorsed the merits of the Schemes or the accuracy, adequacy or completeness of the Supplementary Scheme Booklet. Any representation to the contrary is a criminal offence.

The Scrip Consideration to be issued pursuant to the Share Scheme has not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state in the U.S. or other jurisdiction. The Share Scheme is not being made in any state in the U.S. or other jurisdiction where it is not legally permitted to do so.

Financial amounts and effects of rounding

All financial amounts in this Supplementary Scheme Booklet are expressed in Australian currency unless otherwise stated. A number of figures, amounts, percentages, estimates, calculations of value and fractions in the Supplementary Scheme Booklet are subject to the effect of rounding. Accordingly, any discrepancies between totals in tables or financial statements, or in calculations, graphs or charts are due to rounding. All financial and operational information set out in this Supplementary Scheme Booklet is current as at the date of this Supplementary Scheme Booklet, unless otherwise stated.

Date of Supplementary Scheme Booklet

This Supplementary Scheme Booklet is dated 27 July 2026.

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CONTENTS

Section

Page

1. Additional Key Considerations Relevant to Your Vote

2. Frequently Asked Questions

3. Scheme Meetings

4. Information about VAC

5. Supplemental Information about Energy Fuels

6. Additional Risks

7. Pro forma historical financial information of the Enlarged Combined Company

8. Additional Information

9. Glossary

Annex

1. Summary Letter and Replacement Independent Expert's Report

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Letter from the Chair of ASM

Dear ASM Securityholder,

On behalf of the ASM Board, I am pleased to provide you with this Supplementary Scheme Booklet, which supplements, and should be read together with, the Scheme Booklet dated 18 May 2026 that was previously sent to you. This Supplementary Scheme Booklet contains important additional information regarding developments since the dispatch of the Scheme Booklet and their implications for ASM Securityholders and the Schemes.

This Supplementary Scheme Booklet contains information regarding the following matters:

• the updated timetable for the Schemes - as detailed in the 'Important dates and times - Revised timetable' section;

• an update regarding a definitive agreement entered into by Energy Fuels for the proposed acquisition of 100% of Ara VAC Dutch TopCo, Ara VAC US TopCo, and their respective consolidated subsidiaries, including Vacuumschmelze GmbH & Co. KG (collectively, VAC) (the VAC Merger) - as detailed in section 4;

• an update regarding a conditional US$725 million financing commitment received by Energy Fuels from the U.S. Office of Strategic Capital (OSC) (the Conditional OSC Financing) – as detailed in section 5.2;

• an update regarding a US$250 million senior secured term loan facility commitment received from Goldman Sachs Bank USA (the Senior Secured Term Loan Facility) - as detailed in section 5.3;

• an update regarding risks relating to Energy Fuels, ASM and VAC, as an enlarged combined company (the Enlarged Combined Company) - as detailed in section 6;

• the pro forma historical financial information of the Enlarged Combined Company - as detailed in section 7;

• other additional, supplementary information - as detailed in section 8; and

• the replacement report from the Independent Expert – as attached to this Supplementary Scheme Booklet in Annex 1, which continues to confirm the Schemes remain fair and reasonable and in the best interests of ASM Shareholders and ASM Optionholders having regard to, among other things, the Conditional OSC Financing, the VAC Merger, and movements in the Energy Fuels share price since the date of the Independent Expert’s Report (Replacement Independent Expert’s Report).

The VAC Merger, the Conditional OSC Financing and the Senior Secured Term Loan Facility (together, the Energy Fuels Updates) each remain subject to various conditions and approvals that are not assured and may take considerable time to satisfy. There can be no certainty that these conditions will be met; if they are not, these transactions will not close.

ASM Securityholders should note that the information about VAC and the VAC Merger contained in section 4 of this Supplementary Scheme Booklet is provided on the basis that if the Scheme and the VAC Merger are both implemented, ASM will become a part of a more diversified business than that contemplated in the Scheme Booklet. For that reason, the ASM Board considered it important to provide ASM Securityholders with information about VAC in advance of the Scheme Meetings that was comparable in detail to the information published by Energy Fuels to its own shareholders.

If approved by ASM Shareholders and the Court, implementation of the Share Scheme is expected to occur well in advance of the matters referenced in the Energy Fuels Updates, some or all of which may never occur. Notwithstanding this, the Energy Fuels Updates represent a clear and deliberate strategic pathway which, if successfully executed, are intended to deliver significant benefits to Energy Fuels and, in turn, to ASM Shareholders who receive Energy Fuels Securities under the Share Scheme.

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Scheme Booklet

I encourage you to read this Supplementary Scheme Booklet, together with the Scheme Booklet and the Replacement Independent Expert's Report, carefully and in full. The Scheme Booklet contains important information on the Combined Company at the time of implementation of the Share Scheme. This Supplementary Scheme Booklet provides additional information in relation to Energy Fuels in the event that the Energy Fuels Updates are completed as intended.

Replacement Independent Expert's Report

In light of the new information (including the Energy Fuels Updates), the Independent Expert has provided a Replacement Independent Expert's Report, which replaces the Independent Expert's Report included in Annex 1 to the Scheme Booklet. The Independent Expert continues to conclude that:

the Share Scheme is fair and reasonable and in the best interests of ASM Shareholders; and

the Option Scheme is fair and reasonable and in the best interests of ASM Optionholders,

in each case, in the absence of a Superior Proposal.

The Independent Expert has prepared and issued the Replacement Independent Expert's Report to ensure that ASM Securityholders have access to a single, consolidated report that contains the Independent Expert's assessment of the Schemes in the context of the matters referred to in the Energy Fuels Updates. To assist ASM Securityholders, the Independent Expert has also prepared a letter that summarises the changes reflected in the Replacement Independent Expert's Report relative to the original Independent Expert's Report dated 12 May 2026 (Summary Letter). A copy of the Summary Letter and the Replacement Independent Expert's Report are set out in Annex 1.

No change to ASM Directors' Recommendation

After careful consideration of the Energy Fuels Updates and the additional information in this Supplementary Scheme Booklet, the ASM Directors continue to unanimously recommend that:

• ASM Shareholders vote in favour of the Share Scheme; and

• ASM Optionholders vote in favour of the Option Scheme,

in each case in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Schemes are in the best interests of ASM Securityholders.

Subject to those same qualifications, each ASM Director intends to vote, or procure the voting of, all Director ASM Shares and Director ASM Options in favour of the relevant Scheme, which represents 13.91% of the total ASM Shares on issue and 5.93% of the total ASM Options on issue as at 30 June 2026.1

When considering the ASM Directors' recommendations and voting intentions, ASM Shareholders should have regard to the interests of ASM Directors in the outcome of the Schemes, the details of which are described in the Letter from the Chair of ASM, and sections 10.2, 10.3 and 10.4 of the Scheme Booklet, as supplemented by section 8.4 of this Supplementary Scheme Booklet.

_______________________________________________

1 In relation to the unanimous recommendation of the ASM Directors, ASM Securityholders should have regard to the interests of Rowena Smith, Managing Director and Chief Executive Officer, in the outcome of the Schemes, which may differ from those of other ASM Securityholders, as further described in section 10.3(c) of the Scheme Booklet and the Letter from the Chair of ASM in the Scheme Booklet. Information regarding the ASM Directors' interests in ASM Securities more broadly is set out in section 10.2 of the Scheme Booklet.

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The reasons for the Directors' unanimous recommendation are set out in section 1.1 of the Scheme Booklet, as supplemented by section 1 of this Supplementary Scheme Booklet. There are reasons you might consider voting against the Schemes, which are set out in section 1.2 of the Scheme Booklet, as supplemented by section 1.2 of this Supplementary Scheme Booklet.

The Scheme Booklet also outlines the risk factors relating to the implementation of the Schemes, the Combined Company and Energy Fuels Shares (as set out in sections 8.2, 8.3 and 8.4 of the Scheme Booklet) which should be read in conjunction with the risks relating to the ASM Group if the Schemes are not implemented (as set out in section 8.5 of the Scheme Booklet). Those risk factors should be read with, and are supplemented by, the additional risks set out in section 6 of this Supplementary Scheme Booklet.

Revised timetable for the Schemes

The original date for the Scheme Meetings has been postponed. The Share Scheme Meeting will now be held at 11.30am (AWST) on Wednesday, 12 August 2026 at Dexus Place Perth, Level M, 240 St Georges Terrace, Perth WA 6000. The Option Scheme Meeting will now be held at the later of 12.00pm (AWST) on Wednesday, 12 August 2026 and the conclusion or adjournment of the Share Scheme Meeting, at the same location.

Please refer to the Important dates and times - Revised timetable section of this Supplementary Scheme Booklet for more details.

Voting at the Scheme Meetings

ASM Securityholders who have already submitted a valid proxy form and do not wish to change their vote do not need to take any action.

ASM Securityholders who have already submitted a proxy form and wish to change their vote may do so:

by lodging a replacement proxy form either:

online at https://investor.automic.com.au/#/loginsah; or

by email to meetings@automicgroup.com.au;

by fax to +61 2 8583 3040;

by post to Automic GPO Box 5193 Sydney NSW 2001; or

in person at Automic Level 5, 126 Phillip Street, Sydney NSW 2000.

ASM Securityholders who have not yet lodged a proxy form may complete and submit the proxy form for the relevant Scheme Meeting that accompanied the Scheme Booklet or can request a replacement proxy form from the ASM Registry by calling the ASM Registry on 1300 824 174 (within Australia) or +61 2 8072 1480 (outside Australia) between 8:30am and 7:00pm (Sydney time) Monday to Friday (excluding public holidays) or by emailing hello@automicgroup.com.au. Alternatively, ASM Securityholders registered as a member of Automic's investor portal can download a personalised replacement proxy form from Automic's investor portal at https://portal.automic.com.au/investor/home.

As a reminder, ASM Shareholders who have not yet lodged a proxy form, or who wish to change their vote, should ensure they submit the proxy form for the Share Scheme Meeting, and ASM Optionholders who have not yet lodged a proxy form, or who wish to change their vote, should ensure they submit the proxy form for the Option Scheme Meeting.

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Scheme Booklet

ASM Securityholders are encouraged to lodge proxy forms online where possible, given postal delays and the upcoming proxy deadline for the Share Scheme Meeting (at 11.30am (AWST) on Monday, 10 August 2026) and the upcoming proxy deadline for the Option Scheme Meeting (at 12.00pm (AWST) on Monday, 10 August 2026).

Further details of the Scheme Meetings, including the time, venue and instructions on how to vote, are set out in section 3 of this Supplementary Scheme Booklet.

Election Forms

Eligible ASM Shareholders who have already submitted a valid Election Form and do not wish to change their Election, do not need to take any further action in relation to making an Election. Any valid Election Form or Election already submitted will remain valid unless withdrawn before the Election Date.

Eligible ASM Shareholders may make an Election by submitting an Election via the Automic Investor Portal at https://portal.automic.com.au/investor/home or by lodging an Election Form with the ASM Registry. Eligible ASM Shareholders may withdraw an Election by lodging an Election Withdrawal Form with the ASM Registry. Further information about making an Election is set out in section 3.2 of this Supplementary Scheme Booklet.

Further information

If you have any questions about the Schemes, the Scheme Booklet or this Supplementary Scheme Booklet, please contact the ASM Scheme information line on 1300 644 587 (within Australia) and +61 2 9000 7018 (outside Australia) between 8.00am and 5.00pm, Monday to Friday (Sydney time), excluding national public holidays.

Yours sincerely,

/s/ Ian Gandel

Ian Gandel

Non-Executive Chairman

Australian Strategic Materials Limited

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Scheme Booklet

Important dates and times - Revised timetable

This "Important dates and times - Revised timetable" section of this Supplementary Scheme Booklet replaces the "Important dates and times" section of the Scheme Booklet.

Key events and the expected timing in relation to the approval and implementation of the Schemes are set out in the table below.

Event

Date

Latest time and date for lodgement of completed proxy

forms for the Scheme Meetings

Share Scheme Meeting

Option Scheme Meeting

11.30am (AWST) on Monday, 10 August 2026

12.00pm (AWST) on Monday, 10 August 2026

Time and date for determining eligibility to attend and

vote at the Scheme Meetings

Share Scheme Meeting

Option Scheme Meeting

7.00pm (Sydney time) on Monday, 10 August 2026

Scheme Meetings to be held at Dexus Place Perth,

Level M, 240 St Georges Terrace, Perth WA 6000

Share Scheme Meeting

Option Scheme Meeting

11.30am (AWST) on Wednesday, 12 August 2026

The later of 12.00pm (AWST) on Wednesday, 12

August 2026 and the conclusion or adjournment of

the Share Scheme Meeting

If the Schemes are approved by the Requisite Majorities of ASM Securityholders, the expected timetable for implementing the Schemes is:

Second Court Date for approval of the Schemes

Tuesday, 18 August 2026

Effective Date of the Schemes and last day of trading of ASM Securities on ASX

Wednesday, 19 August 2026

Suspension of trading of ASM Securities on ASX

Close of trading on Wednesday, 19 August 2026

Election Date

The latest time and date by which the ASM Registry must receive validly completed Election Forms from ASM Shareholders who wish to elect to receive New Energy Fuels Shares (rather than receive New Energy Fuels CDIs by default) or to withdraw a previous Election made.

5.00pm (AWST) on Wednesday, 19 August 2026

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Scheme Booklet

Event

Date

New Energy Fuels CDIs to commence trading on ASX on a deferred settlement basis

Thursday, 20 August 2026

Scheme Record Date and Option Scheme Record Date for determining entitlements to the Share Scheme Consideration and the Option Scheme Consideration

5.00pm (AWST) on Friday, 21 August 2026

Implementation Date

Friday, 28 August 2026

Payment of the Cash Consideration on the Implementation Date

Friday, 28 August 2026

Commencement of trading of New Energy Fuels Shares issued under the Share Scheme on NYSE American and TSX

Friday, 28 August 2026 (Eastern Time)

Commencement of normal trading of New Energy Fuels CDIs on ASX

Monday, 31 August 2026

Termination of official quotation of ASM Shares and ASM Options on ASX

Close of trading on Monday, 31 August 2026

Dispatch of holding statements for New Energy Fuels CDIs

Tuesday, 1 September 2026

Dispatch of DRS Advices for New Energy Fuels Shares

Tuesday, 1 September 2026

First settlement of deferred settlement and normal settlement trading of New Energy Fuels CDIs on ASX

Wednesday, 2 September 2026

Notes

(1) All times and dates in the above timetable are references to the time and date in Perth, Australia, unless otherwise stated. All times and dates may be subject to change.

(2) Certain times and dates are conditional on the approval of the Schemes by ASM Securityholders and by the Court and satisfaction or waiver (where capable of waiver) of the other conditions to implementation of the Schemes.

(3) The Option Scheme is conditional on the Share Scheme proceeding; however, the Share Scheme is not conditional on the Option Scheme proceeding.

(4) Any changes will be announced by ASM to ASX.

(5) Due to the time zone differences between the U.S. and Australia, certain actions relating to the implementation of the Schemes may occur on Thursday, 27 August 2026 during U.S. business hours so as to enable implementation to occur on Friday, 28 August 2026 during Australian business hours.

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Scheme Booklet

1. ADDITIONAL KEY CONSIDERATIONS RELEVANT TO YOUR VOTE

These considerations should be read in conjunction with those set out in section 1 of the Scheme Booklet.

1.1 Why you should vote in favour of the Schemes

(a) The ASM Board continues to unanimously recommend that ASM Securityholders vote in favour of the Schemes

After careful consideration of the Energy Fuels Updates and the other information contained in this Supplementary Scheme Booklet, and having regard to the advantages and disadvantages of the Schemes and the alternative options available to ASM, the ASM Directors continue to unanimously recommend that ASM Shareholders vote in favour of the Share Scheme and ASM Optionholders vote in favour of the Option Scheme, in each case in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the relevant Scheme is in the best interests of the relevant ASM Securityholders.

In reaching and maintaining this unanimous recommendation, the ASM Directors have considered, among other things, the matters set out in the Scheme Booklet and this Supplementary Scheme Booklet, including the merits and strategic rationale of the Schemes, the merits of continuing to operate ASM as a standalone entity, the likelihood of a Superior Proposal emerging in the future, the Energy Fuels Updates and the Replacement Independent Expert's Report.

Subject to the same qualifications, each ASM Director intends to vote, or procure the voting of, all Director ASM Shares and Director ASM Options in favour of the relevant Scheme. The interests of the ASM Directors in ASM Securities are set out in section 10.2 of the Scheme Booklet, as supplemented by this Supplementary Scheme Booklet (in particular in section 8.4).

In relation to the unanimous recommendation of the ASM Directors, ASM Securityholders should have regard to the interests of Rowena Smith, Managing Director and Chief Executive Officer, in the outcome of the Schemes, which may differ from those of other ASM Securityholders, as further described in section 10.3(c) and the Letter from the Chair of ASM in the Scheme Booklet, and as supplemented by this Supplementary Scheme Booklet in section 8.4.

Whilst the ASM Directors acknowledge that there may be reasons to vote against the Schemes, including those set out in section 1.2 of the Scheme Booklet and section 1.2 of this Supplementary Scheme Booklet, they continue to believe that the advantages of the Schemes outweigh the potential disadvantages and that the Schemes have the potential to realise greater benefits to ASM Securityholders than any other alternative currently available, including ASM continuing as a standalone entity.

(b) The Independent Expert continues to conclude that the Schemes are in the best interests of ASM Securityholders

The Independent Expert has provided the Replacement Independent Expert's Report in light of the Energy Fuels Updates and the other information contained in this Supplementary Scheme Booklet. The Independent Expert continues to conclude that the Share Scheme is fair and reasonable and in the best interests of ASM Shareholders, and that the Option Scheme is fair and reasonable and in the best interests of ASM Optionholders, in each case in the absence of a Superior Proposal.

In the Scheme Booklet, the Independent Expert concluded that the Schemes were fair and reasonable and in the best interests of ASM Securityholders, in the absence of a Superior Proposal. The Replacement Independent Expert's Report replaces the Independent Expert's Report included in Annex 1 to the Scheme Booklet and maintains that conclusion after considering the relevant developments since the Scheme Booklet was dispatched.

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Scheme Booklet

ASM Securityholders should have regard to the Replacement Independent Expert's Report (rather than the Independent Expert's Report in the Scheme Booklet) when considering their vote on the Schemes. ASM Securityholders should also have regard to the Summary Letter that accompanies the Replacement Independent Expert's Report, which summarises the changes reflected in the Replacement Independent Expert's Report relative to the Independent Expert's Report in the Scheme Booklet.

The reasons why the Independent Expert reached and maintained its conclusions are set out in the Replacement Independent Expert's Report included in Annex 1 to this Supplementary Scheme Booklet. The ASM Directors encourage ASM Securityholders to read the Replacement Independent Expert's Report carefully and in full, including the assumptions, qualifications and risks set out in that report.

(c) The Share Scheme Consideration continues to imply an offer price that represents a premium to ASM's pre-announcement share price

Based on the closing price of Energy Fuels Shares on 30 June 2026,2 the Share Scheme Consideration (which comprises both the Scrip Consideration and the Cash Consideration) implies an offer price of approximately A$1.249 per ASM Share. This represents a premium of:

72% to ASM's last closing share price prior to the Announcement Date of A$0.725; and

82% to ASM's 30-day VWAP prior to the Announcement Date of approximately A$0.687.

ASM Securityholders should note that the implied value of the Scrip Consideration will vary with the market price of Energy Fuels Shares and movements in the AUD:US$ exchange rate. Accordingly, the implied value of the Share Scheme Consideration at implementation may be higher or lower than the implied value described above.

(d) Recent Energy Fuels developments may enhance the strategic value of the Enlarged Combined Company

_______________________________________________

2 On 30 June 2026, Energy Fuels' closing price was US$14.50 and the AUD:US$ exchange rate was 0.6869.

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Scheme Booklet

On 18 June 2026 (Eastern Time), Energy Fuels announced that it had received a conditional US$725 million financing commitment from the OSC under a commitment agreement, which it believes will help accelerate Energy Fuels’ growth and development. Information about the Conditional OSC Financing is set out in section 5.2 of this Supplementary Scheme Booklet.

On 23 June 2026 (Eastern Time), Energy Fuels entered into a Merger Agreement to acquire 100% of VAC. If the VAC Merger completes, Energy Fuels anticipates that the entities that comprise VAC would become subsidiaries of Energy Fuels and the assets and operations of VAC would form part of the Enlarged Combined Company in which ASM Shareholders (if the Share Scheme is implemented) would hold securities. Further information about VAC and the VAC Merger is set out in section 4 of this Supplementary Scheme Booklet.

Energy Fuels has also entered into a commitment letter for the Senior Secured Term Loan Facility for US$250 million, and currently anticipates that it will use some or all of the proceeds from the borrowings of the Senior Secured Term Loan Facility, together with cash on hand, to consummate the VAC Merger. Further information about the Senior Secured Term Loan Facility is set out in section 5.3.

Having regard to the Energy Fuels Updates, ASM Shareholders may view the opportunity to hold an interest in the Enlarged Combined Company (if the Share Scheme is implemented) as presenting additional benefits to those offered by holding securities in a combination of ASM and Energy Fuels alone, as described in section 1.1(c) of the Scheme Booklet.

1.2 Why you may consider voting against the Schemes

(a) The value of the Scrip Consideration remains subject to Energy Fuels Share price volatility

A significant component of the Share Scheme Consideration is comprised of Energy Fuels Shares. As a result, the value ultimately received by ASM Shareholders who receive the Scrip Consideration will depend on the market price of Energy Fuels Shares at and following implementation of the Share Scheme.

Since announcement of the Schemes, the market price of Energy Fuels Shares has been subject to volatility and may continue to fluctuate as a result of changes in market conditions, commodity prices, investor sentiment, regulatory developments, financing activities and Energy Fuels' operational performance. In addition, the announcement of the VAC Merger and associated financing arrangements may contribute to further share price volatility as investors assess the benefits, risks and integration challenges associated with those transactions. Accordingly, the value of the Scrip Consideration at Implementation, and the future value of the Scrip Consideration received by ASM Shareholders, may be lower than implied values referenced in the Scheme Booklet or this Supplementary Scheme Booklet.

(b) The VAC Merger introduces new risks and uncertainties for the Enlarged Combined Company

As set out in section 4 of this Supplementary Scheme Booklet, the proposed VAC Merger would significantly expand the scale, geographic footprint and operational complexity of the Enlarged Combined Company.

Sections 6.2 and 6.3 of this Supplementary Scheme Booklet also summarise additional risks that Energy Fuels has identified the VAC Merger may introduce for ASM Shareholders and were not contemplated at the time the Scheme Booklet was prepared. These risks include:

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Scheme Booklet

the risk that the conditions to completion of the VAC Merger are not satisfied or that completion is delayed;

integration risks associated with combining the operations, systems, personnel and cultures of Energy Fuels, ASM and VAC; and

the possibility that anticipated synergies, strategic benefits or financial returns anticipated by Energy Fuels in connection with the VAC Merger are not achieved, or take longer than expected to be realised.

ASM Securityholders who prefer exposure to the original Energy Fuels and ASM combination, without the additional integration and execution risks associated with the VAC Merger, may consider these factors a reason to vote against the Schemes.

As consideration for the VAC Merger, Energy Fuels has agreed to issue approximately 65.9 million Energy Fuels Shares (subject to adjustment in certain circumstances) and may issue additional preferred shares depending on the terms of the transaction and Energy Fuels' common share price at closing. As a result, existing Energy Fuels shareholders, including ASM Shareholders who receive Energy Fuels Shares under the Share Scheme, will own a smaller percentage of the post-implementation Energy Fuels company than they otherwise would have owned had the VAC Merger not proceeded.

The issuance of a substantial number of new Energy Fuels Shares may also place downward pressure on the market price of Energy Fuels Shares and reduce the economic interest of existing Energy Fuels Shareholders in the future earnings, assets and cash flows of the Enlarged Combined Company. In addition, VAC securityholders will become significant shareholders of the Enlarged Combined Company and may have interests that differ from those of ASM Shareholders.

ASM Securityholders who are concerned about the dilutive impact of the VAC Merger, or who do not consider the expected benefits of the transaction sufficient to offset that dilution, may view this as a reason to vote against the Schemes.

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Scheme Booklet

2. FREQUENTLY ASKED QUESTIONS

This section 2 answers some frequently asked questions relating to the Schemes and the circumstances that have occurred following the dispatch of the Scheme Booklet to ASM Securityholders.

This section 2 is not intended to address all relevant issues for ASM Securityholders and should be read together with all other parts of this Supplementary Scheme Booklet, as well as the frequently asked questions set out in section 2 of the Scheme Booklet.

Question

Answer

More information

About this Supplementary Scheme Booklet

Why have you received this Supplementary Scheme Booklet?

This Supplementary Scheme Booklet has been sent to you because you are an ASM Securityholder and you are being asked to vote on the Share Scheme and/or Option Scheme.

It provides supplementary information about events that have occurred since the Scheme Booklet was dispatched, including in relation to the recent Energy Fuels Updates, and the revised timetable for the Scheme Meetings.

N/A

Has the consideration or other terms of the Share Scheme or Option Scheme changed?

No. There has been no change to the Share Scheme Consideration or the Option Scheme Consideration. The Schemes otherwise remain on the terms described in the Scheme Booklet, as supplemented by this Supplementary Scheme Booklet. The key updates in this Supplementary Scheme Booklet relate to the revised timetable for the Scheme Meetings and implementation of the Schemes, and supplementary disclosure regarding the Energy Fuels Updates and the Replacement Independent Expert's Report.

N/A

Why is there detailed information about VAC and the VAC Merger in this Supplementary Scheme Booklet?

If the Scheme and the VAC Merger are both implemented, ASM will become a part of a more diversified business than that contemplated in the Scheme Booklet.

For that reason, the ASM Board considered it important that ASM Securityholders have access to information about VAC in advance of the Scheme Meetings that was comparable in detail to the information published by Energy Fuels to its own shareholders.

N/A

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Scheme Booklet

Question

Answer

More information

Recommendations and Independent Expert

Have the ASM Directors' recommendation or the Independent Expert's conclusion changed?

No. The ASM Directors continue to unanimously recommend that ASM Securityholders vote in favour of the Schemes, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the relevant Schemes are in the best interests of the relevant ASM Securityholders.

The Replacement Independent Expert's Report maintains the Independent Expert's conclusion that the Share Scheme is fair and reasonable and in the best interests of ASM Shareholders, and that the Option Scheme is fair and reasonable and in the best interests of ASM Optionholders, in each case in the absence of a Superior Proposal.

Sections 1.1(a) and 1.1(b) and Annex 1.

Why have I received a Replacement Independent Expert's Report?

The Independent Expert has prepared and issued the Replacement Independent Expert's Report, for ease of reference, to ensure that ASM Securityholders have access to a single, consolidated report that contains the Independent Expert's assessment of the Schemes.

The Independent Expert has also prepared and issued the Summary Letter to assist ASM Securityholders in understanding the information presented in the Replacement Independent Expert's Report that is different to the information contained in the Independent Expert's Report dated 12 May 2026.

'Letter from the Chair of ASM' and Annex 1

Scheme Meetings and revised timetable

Why have the Scheme Meetings been postponed and what key dates have changed?

The Scheme Meetings have been postponed from the dates set out in the Scheme Booklet to allow preparation and dispatch of this Supplementary Scheme Booklet and to give ASM Securityholders sufficient time to consider the additional information set out in this Supplementary Scheme Booklet before voting.

The revised timetable, including the proxy deadlines, voting eligibility times, Scheme Meeting dates, Second Court Date, Effective Date, Record Date and Implementation Date, is set out in the Important dates and times - Revised timetable section of this Supplementary Scheme Booklet.

'Important dates and times - Revised timetable' and section 3

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Question

Answer

More information

When are the Scheme Meetings being held?

The Share Scheme Meeting will be held in person at 11.30am (AWST) on Wednesday, 12 August 2026.

The Option Scheme Meeting will be held in person at the later of 12.00pm (AWST) on Wednesday, 12 August 2026 and the conclusion or adjournment of the Share Scheme Meeting.

Both Scheme Meetings will be held at Dexus Place Perth, Level M, 240 St Georges Terrace, Perth WA 6000.

'Important dates and times - Revised timetable' and section 3

If I have already submitted a proxy form, do I need to do anything?

If you have already submitted a valid proxy form and do not wish to change your vote, you do not need to take any action. Any proxy form validly lodged by an ASM Securityholder will be deemed valid for the Scheme Meetings unless withdrawn or revoked, provided that you continue to be registered as an ASM Securityholder at the relevant time for determining voting entitlements.

If you have not yet voted, you may complete and submit the proxy form for the relevant Scheme Meeting that accompanied the Scheme Booklet, or request and submit a replacement proxy form. If you wish to change your vote, you may submit a replacement proxy form. Any replacement proxy form validly lodged with the ASM Registry before the relevant deadline will revoke any earlier proxy form you previously lodged.

For an appointment of a proxy for the Scheme Meetings to be effective, the proxy's appointment (and if the appointment is signed by the appointer's attorney - the authority under which the appointment was signed (e.g. a power of attorney) or a certified copy of it), must be received by ASM at least 48 hours before the start of the Scheme Meetings (i.e. by 11.30am on Monday, 10 August 2026 for ASM Shareholders and 12.00pm on Monday, 10 August 2026 for ASM Optionholders). Proxy appointments received after this time will be invalid.

Electronic lodgement is recommended where possible, given postal delays and the upcoming proxy deadlines.

Further details on how to vote are set out in section 3.1(b)(iv).

Section 3.1

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If I have already submitted an Election, do I need to do anything?

If you have already submitted a valid Election Form and do not wish to change your Election, you do not need to take any action.

Any valid Election Form or Election already submitted will remain valid unless withdrawn before the Election Date. Eligible ASM Shareholders may make an Election by submitting an Election via the Automic Investor Portal at https://portal.automic.com.au/investor/home or by lodging an Election Form with the ASM Registry. Eligible ASM Shareholders may withdraw an Election by lodging an Election Withdrawal Form with the ASM Registry.

Section 3.2

Energy Fuels Updates

What is the Conditional OSC Financing?

On 15 June 2026 (Eastern Time), Energy Fuels and the OSC entered into a commitment agreement under which Energy Fuels has received a conditional US$725 million financing commitment from the OSC, comprising a proposed 20-year loan to finance the planned expansion of Energy Fuels' rare earth processing capabilities at its White Mesa Mill in Utah and the development of a planned rare earth metals and alloys facility in the United States.

The Conditional OSC Financing remains subject to further due diligence, finalisation of agreements, customary closing conditions and approvals.

Section 5.2

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What is the VAC Merger?

On 23 June 2026 (Eastern Time), Energy Fuels entered into a definitive agreement to acquire 100% of VAC, a manufacturer of magnetic materials and product solutions, headquartered in Hanau, Germany.

The proposed VAC Merger would extend the Enlarged Combined Company's capabilities into the final stage of the rare earth value chain. VAC contributes established magnet manufacturing operations in Europe and the United States, a diversified customer base across automotive, industrial, aerospace and defence sectors, extensive intellectual property and technical expertise, and significant existing and expandable production capacity.

The VAC Merger remains subject to various conditions and approvals, some of which may take considerable time to satisfy and are not assured. ASM Securityholders should have regard to both the case where the VAC Merger completes and the case where it does not complete.

Section 4, and specifically section 4.4 for the impact of the VAC Merger on Energy Fuels' business.

What is the Senior Secured Term Loan Facility?

On 23 June 2026 (Eastern Time), Energy Fuels entered into a commitment letter with Goldman Sachs Bank USA, pursuant to which Goldman Sachs Bank USA has committed to provide, subject to the terms and conditions of that commitment letter, a senior secured term loan facility in an aggregate principal amount of US$250 million.

Energy Fuels currently anticipates using some or all of the proceeds of the Senior Secured Term Loan Facility, together with cash on hand, to fund the cash component of the VAC Merger consideration.

Section 5.3

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Further information

What if I have further questions about the Schemes?

If you are in doubt about anything in the Scheme Booklet or this Supplementary Scheme Booklet, you should contact your legal, financial, tax or other professional adviser.

You are also invited to call the ASM Scheme information line on 1300 644 587 (within Australia) and +61 2 9000 7018 (outside Australia) between 8.00am and 5.00pm, Monday to Friday (Sydney time), excluding national public holidays.

N/A

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3. SCHEME MEETINGS

3.1 What should you do?

(a) Step 1 - Read this Supplementary Scheme Booklet

You should carefully read this Supplementary Scheme Booklet, together with the Scheme Booklet, in their entirety before deciding whether to vote in favour of the Schemes.

If you have any questions, please contact the ASM Scheme information line on 1300 644 587 (within Australia) and +61 2 9000 7018 (outside Australia) between 8.00am and 5.00pm, Monday to Friday (Sydney time), excluding national public holidays.

If you are in any doubt as to what you should do, please consult your legal, financial, tax or other professional adviser without delay.

(b) Step 2 - Vote on the Schemes

(i) Your vote is important

For the Schemes to proceed, it is necessary that a sufficient number of ASM Shareholders or ASM Optionholders vote in favour of the Share Scheme or Option Scheme at the Scheme Meetings.

(ii) Who is entitled to vote?

ASM Shareholders registered on the ASM Share Register and ASM Optionholders registered on the ASM Option Register at 7.00pm (Sydney time) on Monday, 10 August 2026 will be entitled to vote on the Schemes.

(iii) Details of the Scheme Meetings

The Scheme Meetings to approve the Schemes will be held as in person meetings, and ASM Securityholders or their proxies, attorneys or corporate representatives can attend the Scheme Meetings in person and vote.

The Share Scheme Meeting is scheduled to be held at 11.30am (AWST) on Wednesday, 12 August 2026.

Further information about attending the Share Scheme Meeting can be found in the Notice of Share Scheme Meeting set out in Annex 7 to the Scheme Booklet, as supplemented by this Supplementary Scheme Booklet.

The Option Scheme Meeting is scheduled to be held at the later of 12.00pm (AWST) on Wednesday, 12 August 2026 and the conclusion or adjournment of the Share Scheme Meeting.

Further information about attending the Option Scheme Meeting can be found in the Notice of Option Scheme Meeting set out in Annex 8 to the Scheme Booklet, as supplemented by this Supplementary Scheme Booklet.

(iv) How to vote?

ASM Securityholders may vote:

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in person, by attending the Scheme Meetings in person at Dexus Place Perth, Level M, 240 St Georges Terrace, Perth WA 6000 on Wednesday, 12 August 2026;

by proxy, by lodging a proxy form for the relevant Scheme Meeting that accompanied the Scheme Booklet, or a replacement proxy form, in one of the following ways (electronic lodgement is recommended where possible, given postal delays and the upcoming proxy deadlines):

– online - lodge the proxy form online at: https://investor.automic.com.au/#/loginsah. Click on 'View Meetings' - 'Vote'. To use the online lodgement facility, ASM Securityholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the proxy form. For further information on the online proxy lodgement process please see the 'Online Proxy Lodgement Guide' available at https://info.automicgroup.com.au/hubfs/collateral/Online-Proxy-Lodgment-web.pdf;

– by email - email your proxy form to: meetings@automicgroup.com.au;

– by fax - fax your proxy form to: +61 2 8583 3040;

– by post - post your completed proxy form to: Automic GPO, Box 5193 Sydney NSW 2001; or

– in person - deliver to: Automic Level 5, 126 Phillip Street, Sydney NSW 2000.

by attorney, if you appoint an attorney to attend and vote at the Scheme Meetings in person on your behalf, the power of attorney (or a certified copy) must be received by the ASM Registry by 11.30am (AWST) on Monday, 10 August 2026 for ASM Shareholders and by 12.00pm (AWST) on Monday, 10 August 2026 for ASM Optionholders, unless the power of attorney has previously been lodged with the ASM Registry; or

by corporate representative, a body corporate who is an ASM Shareholder, ASM Optionholder or proxy must appoint an individual as its corporate representative to attend and vote at the Scheme Meetings in person and on its behalf. If you are a corporate representative, you will need to provide evidence of your appointment as a corporate representative with the ASM Registry prior to the Scheme Meetings or have previously provided ASM with evidence of your appointment.

For an appointment of a proxy for the Scheme Meetings to be effective, the proxy's appointment (and if the appointment is signed by the appointer's attorney - the authority under which the appointment was signed (e.g. a power of attorney) or a certified copy of it), must be received by ASM at least 48 hours before the start of the Scheme Meetings (i.e. by 11.30am (AWST) on Monday, 10 August 2026 for ASM Shareholders and by 12.00pm (AWST) on Monday, 10 August 2026 for ASM Optionholders). Proxy appointments received after this time will be invalid for the meeting.

ASM Securityholders who have already submitted a valid proxy form and do not wish to change their vote do not need to take any action.

ASM Securityholders who have already directed their proxy how to vote at the Scheme Meetings may change that direction by:

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lodging a replacement proxy form online at https://investor.automic.com.au/#/loginsah; or

submitting a replacement proxy form:

– by email, to meetings@automicgroup.com.au;

– by fax, to +61 2 8583 3040;

– by post, to Automic GPO Box 5193 Sydney NSW 2001; or

– in person, at Automic Level 5, 126 Phillip Street, Sydney NSW 2000

Electronic lodgement is recommended where possible, given postal delays and the upcoming proxy deadlines.

ASM Securityholders can request a replacement proxy form from the ASM Registry by calling the ASM Registry on 1300 824 174 (within Australia) or +61 2 8072 1480 (outside Australia) between 8:30am and 7:00pm (Sydney time) Monday to Friday (excluding public holidays) or by emailing hello@automicgroup.com.au.

(v) How to ask questions

ASM Securityholders can ask questions relevant to the Schemes in person at the Scheme Meetings or before the Scheme Meetings by submitting questions in writing to the Company Secretary at info@asm-au.com by Monday, 10 August 2026.

The ASM Board will endeavour to respond to as many ASM Securityholder questions as possible during the Scheme Meetings. Please note that there may still not be sufficient time available at the Scheme Meetings to address all questions raised and individual responses will not be sent to ASM Securityholders.

3.2 Elections for Scrip Consideration

Eligible ASM Shareholders may make an Election to receive New Energy Fuels Shares as the Scrip Consideration, rather than receive New Energy Fuels CDIs by default. The revised Election Date is 5.00pm (AWST) on Wednesday, 19 August 2026.

If you do not make a valid Election, you will receive New Energy Fuels CDIs by default, unless you are an Ineligible Foreign Shareholder or the Sale Facility otherwise applies to you. Eligible ASM Shareholders who have submitted a valid Election and do not wish to change their Election do not need to take any action.

To make an Election, submit an Election via the Automic Investor Portal at https://portal.automic.com.au/investor/home or request and lodge an Election Form with the ASM Registry. To withdraw a previous Election, request and lodge an Election Withdrawal Form with the ASM Registry. Election Forms and Election Withdrawal Forms must be received by the ASM Registry by no later than 5.00pm (AWST) on Wednesday, 19 August 2026.

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Any valid Election Form or Election submitted before the date of this Supplementary Scheme Booklet will remain valid unless withdrawn before the Election Date.

ASM Shareholders can request an Election Form or Election Withdrawal Form from the ASM Registry by calling 1300 824 174 (within Australia) or +61 2 8072 1480 (outside Australia) between 8.30am and 7.00pm (Sydney time) Monday to Friday (excluding public holidays) or by emailing corporate.actions@automicgroup.com.au.

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4. INFORMATION ABOUT VAC

4.1 Introduction

The supplementary information contained in this section 4 has been prepared by Energy Fuels. The supplementary information concerning VAC, Energy Fuels and Energy Fuels BidCo and the intentions, views and opinions contained in this section 4 are the responsibility of Energy Fuels. ASM and its officers and advisers do not assume any responsibility for the accuracy or completeness of this information.

This section 4 contains information in relation to VAC in the event that the VAC Merger completes. The VAC Merger is not conditional upon completion of the Share Scheme or the Option Scheme. When considering how to vote on the Schemes, ASM Securityholders should have regard to both the case where the VAC Merger completes and where the VAC Merger does not complete. If the VAC Merger completes, it is planned that the entities that comprise VAC would become subsidiaries of Energy Fuels and the assets and operations of VAC would form part of the Enlarged Combined Company in which ASM Shareholders (if the Share Scheme is implemented) would hold securities.

Certain statements in this section 4 may constitute forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied. The information contained in this section 4 is supplementary to the Scheme Booklet and does not replace the Scheme Booklet. ASM Securityholders should read the Supplementary Scheme Booklet and the Scheme Booklet carefully and in full.

4.2 Overview of the Merger Agreement

On 23 June 2026 (Eastern Time), Energy Fuels entered into an agreement and plan of merger (the Merger Agreement) pursuant to which it will acquire 100% of Ara VAC Dutch TopCo, Ara VAC US TopCo, and their respective consolidated subsidiaries, including Vacuumschmelze GmbH & Co. KG.

The aggregate purchase price paid by Energy Fuels (which represented total consideration of approximately US$1.9 billion based on Energy Fuels' closing share price of US$16.12 as at 22 June 2026 (Eastern Time)) will consist of the VAC Merger Consideration, which comprises:

the VAC Merger Cash Consideration, being US$718 million in cash;

the VAC Merger Share Consideration, being 65,853,000 Energy Fuels Shares (provided that the maximum number of common shares that will be issued shall not exceed the maximum number of common shares that may be issued without obtaining the approval of Energy Fuels' shareholders under applicable Canadian securities laws); and

the VAC Merger Preferred Share Consideration, being preferred shares of Energy Fuels, if any.

The VAC Merger Preferred Share Consideration may be issued in either or both of the following circumstances:

to the extent the number of common shares constituting the VAC Merger Share Consideration is reduced to comply with the maximum issuance limit described above, preferred shares will be issued in replacement of any common shares so removed; and

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if the volume-weighted average price of Energy Fuels' common shares in the twenty consecutive trading day period that ends on (and includes) the second trading day immediately prior to Closing is below a specified reference price of US$20.93 per common share, additional preferred shares will be issued to provide a value top-up to the Ara Parties, in an amount not to exceed US$135,000,000 in value.

The VAC Merger Preferred Share Consideration, if any, will be issued on the terms set forth in the Preferred Shares Instrument attached to the Merger Agreement, as such terms may be modified by the mutual agreement of the Ara Parties and the Parent Parties.

The VAC Merger Cash Consideration is subject to certain adjustments, including for the repayment of specified indebtedness of the Acquired Companies, reductions to account for unpaid transaction expenses and notified leakage, an increase by the amount of any negative leakage, subject to the cap set forth in the Merger Agreement, and an increase by the amount of any permitted financing provided by the Ara Parties or their affiliates to the Acquired Companies that remains outstanding as of immediately prior to the Closing, subject to the cap set forth in the Merger Agreement, in each case as provided in the Merger Agreement. An amount of US$12,500,000 otherwise payable at closing of the VAC Merger (Closing) will be deposited into an escrow account under an escrow agreement to be entered into at Closing (the Escrow Agreement) to secure certain post-Closing obligations of the Ara Parties under the Merger Agreement, with any remaining amounts to be released in accordance with the terms of the Merger Agreement and the Escrow Agreement.

(a) Conditions to the VAC Merger

Completion of the VAC Merger is subject to the satisfaction or waiver (to the extent permitted) of certain conditions, including:

the expiration or termination of the waiting periods (and any extensions thereof) applicable to the VAC Merger under the HSR Act, and receipt of certain other regulatory approvals specified in the Merger Agreement;

the conditional approval for listing on the NYSE American (subject only to official notice of issuance) and the TSX (subject only to customary post-closing filing requirements) of the VAC Merger Share Consideration issuable in accordance with the Merger Agreement;

Energy Fuels having taken all actions necessary to issue and having duly authorised any VAC Merger Preferred Share Consideration issuable in accordance with the Merger Agreement;

the absence of any governmental order or applicable law enjoining or otherwise prohibiting the VAC Merger;

Energy Fuels having executed and delivered to the Ara EF Share Recipients the Investors' Rights Agreement, substantially in the form attached to the Merger Agreement;

the absence of a continuing material adverse effect with respect to Energy Fuels and its material subsidiaries, taken as a whole, or the Acquired Companies, taken as a whole; and

other customary conditions specified in the Merger Agreement.

(b) Representations and Warranties

The Merger Agreement contains customary representations and warranties from each of the Ara Parties and the Parent Parties, including representations and warranties from the Acquired Companies regarding, among other things, organisation and standing, capitalisation, authority, regulatory approvals and consents, financial statements, absence of certain developments, litigation and governmental orders, compliance with applicable laws, material contracts, real property, environmental matters, employee benefit plans and labour matters, taxes, intellectual property (including cybersecurity and data protection), insurance and no brokers.

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The Acquired Companies are obligated to use commercially reasonable efforts to conduct the business of the Acquired Companies in all material respects in the ordinary course prior to Closing and not to engage in specified actions without Energy Fuels' prior consent. Energy Fuels has agreed to customary covenants related to post-Closing employee matters, indemnification and insurance for directors and officers, obtaining stock-exchange approvals for the listing of the VAC Merger Share Consideration on NYSE American and the TSX, arranging and cooperating with respect to debt financing (with no financing condition to Closing), and undertaking pre-Closing funding steps to facilitate the consideration structure.

Energy Fuels and the Ara Parties are required to use reasonable efforts to take all actions necessary to consummate the VAC Merger, including making required filings and notices under the HSR Act and other applicable regulatory regimes and cooperating in seeking required approval.

(d) Termination

The Merger Agreement also contains specified termination rights, including the right of either Energy Fuels or the Acquired Companies to terminate the Merger Agreement if:

the VAC Merger is not consummated by 22 March 2027 (as may be extended by mutual written agreement of Energy Fuels and the Acquired Companies), subject to an automatic extension if, as of that date, the only unsatisfied conditions relate to specified regulatory approvals and related waiting periods, in which case the outside date extends until 22 June 2027,

there is a breach by the other party of its representations, warranties or covenants that would give rise to a failure of a closing condition that is not cured within the specified cure period (and subject to customary limitations if the terminating party is itself in material breach),

a final, non-appealable governmental order or other applicable law permanently enjoins, prohibits or makes illegal the consummation of the transactions, or

in the case of the Acquired Companies, if all mutual conditions are satisfied or waived (other than those to be satisfied at Closing), they deliver a "Closing Readiness Notice," and Energy Fuels fails to consummate the Closing by the specified date.

(e) Additional Information

At Closing, Energy Fuels must implement the Acquired TopCo Equityholders' rights (set out in the Investors' Rights Agreement, discussed below) regarding the composition of the Energy Fuels Board, including Ara Lead EF Share Recipient's nomination/designation and related veto rights, and take all actions necessary (including expanding the Energy Fuels Board) to effect those rights. Energy Fuels also agrees to provide a customary indemnification agreement to Ara Lead EF Share Recipient's Board nominee.

Based on the currently contemplated structure of the Enlarged Combined Company, it is expected that ASM and the German VAC business will each be held through newly formed acquisition holding company structures, while the U.S. VAC business will be held under US Merger Sub HoldCo, an existing holding company of Energy Fuels.

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The Merger Agreement also provides that, at Closing, each Ara EF Share Recipient will enter into a Lock-Up Agreement (discussed below) with Energy Fuels, substantially in the form attached to the Merger Agreement.

(f) Lock-Up Agreement

In connection with the Closing, Energy Fuels will enter into a Lock-Up Agreement (the Lock-Up Agreement) with the Ara Parties that will receive Energy Fuels Shares as consideration in the VAC Merger (Ara EF Share Recipients).

Pursuant to the Lock-Up Agreement, the Ara EF Share Recipients agree not to transfer (except for certain permitted transfers) any of the approximately 65.9 million Energy Fuels Shares received as consideration in the VAC Merger (the Lock-Up Shares) during the period beginning on the Closing Date and ending on the twelve-month anniversary of the Closing Date, subject to a release schedule that permits the Ara EF Share Recipients to transfer a portion of the Lock-Up Shares during specified periods following the Closing. During the first period, which begins on the Closing Date and ends on the six-month anniversary of the Closing Date, the Ara EF Share Recipients may transfer, in the aggregate, up to 8,000,000 Lock-Up Shares per calendar month (pro-rated for any partial month), subject to a maximum of 21,500,000 Lock-Up Shares in the aggregate during that period; provided that 50% of any portion of the monthly amount not transferred in a calendar month will carry forward to subsequent calendar months during the first period, and in no event may more than 16,000,000 Lock-Up Shares be transferred in any single calendar month. During the second period, which begins on the day following the six-month anniversary of the Closing Date and ends on the twelve-month anniversary of the Closing Date, the Ara EF Share Recipients may transfer, in the aggregate, up to 50% of the remainder of the Lock-Up Shares originally issued to the Ara EF Share Recipients that were not transferred during the first period. Upon the twelve-month anniversary of the Closing Date, all remaining Lock-Up Shares will be released from the transfer restrictions. The release schedule applies to the Ara EF Share Recipients on a collective basis, and the Lock-Up Shares remain subject at all times to restrictions on transfers to certain hostile entities, competitors and activist investors as set forth in the Lock-Up Agreement.

(g) Investors' Rights Agreement

In connection with the Closing, Energy Fuels will enter into an investors' rights agreement with the Ara EF Share Recipients (Investors' Rights Agreement).

Subject to the terms and conditions set forth in the Investors' Rights Agreement, as of the Closing Date, the Ara Lead EF Share Recipient will have (i) the right to nominate one director to the Energy Fuels Board (the Board Nomination Right), and (ii) the right to exercise a one-time veto over any one individual nominated by Energy Fuels for service on the Energy Fuels Board as an independent director, in which case Energy Fuels will identify a replacement nominee and repeat the process until a nominee is approved, at which point the veto right will automatically terminate (the Independent Director Veto Right). Both the Board Nomination Right and the Independent Director Veto Right will continue for so long as the Ara EF Share Recipients, in the aggregate, beneficially own at least 7.5% of the outstanding common shares of Energy Fuels and will cease at such time as the Ara EF Share Recipients, in the aggregate, own less than 7.5% of the outstanding common shares of Energy Fuels.

Pursuant to the terms of the Investors' Rights Agreement, Energy Fuels agreed to grant certain registration rights, subject to the conditions and limitations further described in the Investors' Rights Agreement, to the Ara EF Share Recipients, including the right to an automatic resale shelf registration statement, customary demand rights to require underwritten shelf takedowns and block trades (subject to a certain threshold and frequency limits), and piggyback registration rights.

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The Ara EF Share Recipients are subject to certain standstill restrictions under the Investors' Rights Agreement until the two-year anniversary of the Closing Date, such as, acquiring, offering or proposing to acquire, or agreeing to acquire voting securities of Energy Fuels or any securities convertible into or exercisable for voting securities of Energy Fuels over a certain ownership threshold as set forth in the Investors' Rights Agreement, participating in solicitation of proxies or submitting any public proposal for or offering any extraordinary transaction involving Energy Fuels or any of its subsidiaries, without the prior written consent of the Energy Fuels Board.

(h) Further information

For further information (including a full copy of the Merger Agreement), refer to the Energy Fuels Form 8-K released on 26 June 2026 (Eastern Time), which is available from Energy Fuels' website at https://www.energyfuels.com under Investors / SEC Filings.

4.3 Overview of VAC

VAC is a manufacturer of magnetic materials and product solutions, headquartered in Hanau, Germany. Founded in 1923, VAC develops, manufactures, and sells specialized alloys, materials, parts, components, permanent magnets, and applied magnetic solutions. The company has undergone several ownership transitions, including acquisition by Morgan Crucible in 1999, OM Group in 2011, Apollo Global Management (through OM Group) in 2015, and most recently by Ara Partners in October 2023. Throughout these transitions, VAC has maintained its position as one of the largest manufacturers of advanced magnetic materials. VAC's products are used across a range of end markets, including automotive and electrified mobility, industrial automation, defence and aerospace, renewable energy, and power electronics.

VAC's business is organised into three reportable segments:

Rapid Solidification - designs and manufactures soft-magnetic alloys (amorphous and nanocrystalline) on an industrial scale. The product portfolio consists of magnetic cores, inductive components, and current sensors through to complete assemblies, serving customers in industrial power electronics, automotive, solar technology, charging infrastructure for electric vehicles, and aerospace and defence applications; In FY2025, the Rapid Solidification segment generated revenue of approximately €156 million (approximately US$176 million), representing approximately 48% of VAC's total revenue. The segment's gross margin was approximately 21.5% in FY2025.

Crystalline - designs and manufactures soft-magnetic alloys (NiFe, CoFe) used across industries including automotive, industrial, defence and aerospace, and renewable-energy applications. Alloys are melted in vacuum induction furnaces at the Hanau plant and manufactured in the form of strips, wires, and further processed products, including stamped parts, rotor and stator assemblies, and precision sensor components. In FY2025, the Crystalline segment generated revenue of approximately €91 million (approximately US$104 million), representing approximately 28% of VAC's total revenue. The segment's gross margin was approximately 18.5% in FY2025.

Permanent Magnets - develops and manufactures high-performance sintered rare-earth permanent magnets, including neodymium-iron-boron (VACODYM®) and samarium-cobalt (VACOMAX®) magnets, as well as magnet assemblies. These products are used primarily in automotive (including EV traction motors), industrial, defence, and aerospace applications. VAC is one of a limited number of manufacturers producing sintered rare-earth permanent magnets at scale outside of Asia. In FY2025, the Permanent Magnets segment generated revenue of approximately €79 million (approximately US$89 million), representing approximately 24% of VAC's total revenue. The segment's gross margin was approximately 10.4% in FY2025.

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4.4 What does the VAC Merger mean for Energy Fuels?

VAC is a magnetics company with over 100 years of production expertise, more than 400 patents, upwards of 1,000 customers, and operating magnet production facilities in North America, Europe and Asia, including a magnet facility in Sumter, South Carolina, USA, with capacity to produce 2,000 tonnes per annum of permanent magnets, scalable to 12,000 tonnes per annum. Over the last decade, VAC has produced and shipped more than one billion rare earth permanent magnets. VAC's product portfolio spans both permanent magnets (sintered neodymium-iron-boron, NdFeB, and samarium-cobalt and SmCo) and soft magnetics (amorphous and nanocrystalline alloys, cobalt-iron and nickel-iron products), enabling integrated cross-selling among electrification and industrial applications. Approximately 85% of VAC's output is produced to customer specifications, reflecting deep design-in relationships built over decades, including customer partnerships averaging over 30 years with their largest accounts.

The VAC Merger brings together Energy Fuels' upstream REE assets, including REE mining projects and existing separation capacity, with VAC's downstream REE magnet manufacturing expertise. The acquisition of VAC unlocks the last stage of mine-to-magnet vertical integration for Energy Fuels, which, together with the ASM acquisition, would complete a fully western/western-allied-origin rare earth supply chain from feedstock projects through to finished permanent magnets. By internalising magnet manufacturing, the Enlarged Combined Company expects to capture additional margins on each kilogram of rare earth material processed.

The Enlarged Combined Company aims to serve customers across North America, Europe and Asia in the automotive, aerospace and defence, robotics, data centres, electronics and industrial automation sectors.

The combined platform includes feedstock supply from the "shovel ready" Donald Project in Australia (subject to a Final Investment Decision, which is now targeted for Q3 2026) and from Energy Fuels' other prospective feedstock projects, including the Vara Mada Project and the Bahia Project, which are intended to supply additional feed materials to the White Mesa Mill upon development; processing and separation at Energy Fuels' White Mesa Mill; metals and alloy production at the Korean Metals Plant and the planned American Metals Plant; and permanent magnet manufacturing and assembly at VAC's European facilities and Sumter plant.

VAC serves a diversified range of end markets. Based on FY2025 revenue, VAC's end-market exposure was approximately as follows:

Industrial: Largest end market, including industrial automation, drives, power electronics, and installation technology

Automotive (General): Nearly a quarter of VAC's revenue is from the production of components for internal combustion engine vehicles and general automotive electronics

Automotive (EV): Growing segment, including EV traction motors, charging infrastructure, and battery management systems

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Aerospace & defence: Growing segment, particularly in the permanent magnets value stream, supported by increasing Western defence spending

Alternative Energy: Includes solar/PV inverters and renewable energy applications

Other: Includes consumer electronics, luxury watches, medical equipment, and other specialty applications

VAC's top 10 customers accounted for approximately 33% of total revenue in FY2025. VAC's customer relationships are characterised by long-standing partnerships, with its largest accounts averaging over 30 years of continuous supply.

Approximate Revenue Percentages By

End Market (2025A)

Approximate Revenue Percentages By

Geography (2025A)

Crystalline

Rapid Solidification

Permanent Magnets

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4.5 Raw Material Pass-Through Mechanisms

Following completion of the VAC Merger and the Schemes, the Enlarged Combined Company is intended to be vertically integrated across the full rare earth value chain - from mining projects and separation (Energy Fuels' White Mesa Mill and the Donald Project) through metals and alloys production (ASM's South Korea-based Korean Metals Plant and the planned AMP) to finished permanent magnet manufacturing (VAC's European facilities and the Sumter magnet plant). This vertical integration is intended to enable the Enlarged Combined Company to:

internalise the upstream margin on rare earth feedstock currently paid to third-party suppliers, by sourcing separated rare earth oxides and metals from within the Enlarged Combined Company's own operations rather than purchasing them at market prices;

reduce exposure to third-party supply chain disruptions and pricing volatility, particularly in light of recent Chinese export restrictions on certain rare earth alloy forms that have required VAC to restructure its procurement arrangements (including sourcing rare earth oxides from European and U.S.-based suppliers and engaging intermediary processors for alloy refinement);

capture value at each conversion step in the supply chain – from ore to separated oxide, oxide to metal/alloy, and metal/alloy to finished magnet – rather than participating only in the final magnet manufacturing step where margins have historically been compressed by Chinese competition and raw material cost pass-through dynamics; and

strengthen pricing power with end customers by creating a fully traceable, western/western-allied-origin, mine-to-magnet supply chain applicable to the aerospace, defence and automotive sectors, as evidenced by western pricing.

4.6 Key manufacturing operations

VAC's manufacturing operations are spread across multiple facilities, with approximately 3,500 full-time employees as of 31 December 2025. The principal manufacturing facilities comprise:

(a) Hanau, Germany.

The Hanau site serves as VAC's headquarters and primary production hub. Founded in 1923, the facility covers all three value streams (Rapid Solidification, Crystalline, and Permanent Magnets) and serves as a supplier of base material to downstream facilities in Slovakia, China, and Malaysia. The Hanau site also houses VAC's principal research and development capabilities. Approximately 85% of VAC's inventory is held at the Hanau site. The facility includes vacuum induction furnaces for alloy melting and a vertically integrated manufacturing chain from raw material processing through to finished components and assemblies.

(i) Production Capacity

1. Melt Shop: 8,000 tons

2. Cold Rolling: 6,000 tons

3. Rapid Solidification: 3,950 tons

4. Permanent Magnets: 1,000 tons

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Scheme Booklet

(b) Sumter, South Carolina, United States

The Sumter facility is a purpose-built manufacturing facility situated on an approximately 80-acre site in Sumter, South Carolina. Initial production commenced in the fourth quarter of 2025. The facility has been designed to support potential phased expansion of capacity across subsequent phases. The Sumter facility has received U.S. government finance, including federal investment tax credits under Section 48C of the Internal Revenue Code. The facility, operated through e-VAC Magnetics LLC, has current capacity to produce 2,000 tonnes per annum of permanent magnets, scalable to 12,000 tonnes per annum.

The facility can increase capacity to 4,000 tonnes per annum without impacting current production and does not require any additional infrastructure to accommodate this expanded capacity. To expand to 12,000 tonnes per annum, VAC must invest in additional land. VAC holds an option to acquire an additional 144 acres adjacent to the Sumter facility, which would be sufficient for an expansion from 4,000 tonnes per annum to 12,000 tonnes per annum.

The Ulvila facility specialises in the production of permanent magnets and magnet assemblies, including both SmCo and NdFeB magnets. The facility was acquired through the acquisition of Neorem Magnets Oy in 2007 and contributed approximately 3.3% of VAC's total FY2025 revenue, with most sales relating to locally manufactured products.

(i) Production Capacity

1. Permanent Magnets: 500 tons

(d) Horna Streda, Slovakia

The Horna Streda facility is a multi-purpose production site supporting all three value streams: The site produces cores, components, magnets, and soft-magnetic parts, including downstream processing and component assembly. The facility was founded in 1998 and has recently undergone expansion, with growth capital expenditure in FY2025 primarily directed toward the acquisition of adjacent buildings to secure optionality for future capacity expansion.

(i) Production Capacity

1. Rapid Solidification: Slitting (633 tons)

2. Crystalline: 230,000 hours

3. Permanent Magnets: PCU26 (23,500 hours), PCU32 (32,300 hours)

(e) Pekan, Malaysia

The Malaysian facility manufactures cores, current sensors, and components primarily for automotive and electrical safety applications within the Rapid Solidification value stream. The facility was established in 1984 and provides toll manufacturing services, with raw materials and work-in-progress remaining owned by VAC's German entity, Vacuumschmelze GmbH & Co. KG.

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(f) Shenyang, China

VAC holds 100% in Vacuumschmelze China Magnetics (Shenyang) Co. Ltd. (CN) which produces components and current sensors for power-electronics and electrical safety applications within the Rapid Solidification value stream. VAC has operated production facilities in Shenyang, China, since 1994 - initially in cooperation with a local partner, and since 2001 as an independent company under the name of "VACUUMSCHMELZE China Magnetics (Shenyang) Co., Ltd".

(i) Production Capacity

1. Current Sensors (26,000,000 pcs)

2. Components (2,830,000 hrs).

VAC also holds a 49% equity interest in SANVAC (Beijing) Magnetics Co. Ltd., a joint venture with Beijing Zhong Ke San Huan High-Tech Co., Ltd., which produces neodymium-iron-boron permanent magnets and magnetic assemblies. The joint venture was established pursuant to a Joint Venture Contract dated January 17, 2005.

4.7 Research and Development

VAC's principal research and development capabilities are housed at the Hanau, Germany headquarters. Total capitalised R&D costs amounted to approximately €8.9 million, €6.3 million and €3.5 million in FY2023, FY2024 and FY2025, respectively. The decline in capitalised R&D in FY2024 and FY2025 reflects the partial reallocation of engineering and development capacity to support the build-up of the e-VAC facility in the United States, rather than a structural reduction in underlying R&D capability.

VAC holds more than 400 patents across its product portfolio. The company's R&D activities focus on the development of advanced magnetic materials, manufacturing processes, and application-specific solutions across its three value streams.

4.8 Senior Management

As at 30 June 2026, the senior management personnel of VAC are:

Senior Management Personnel

Dr. Erik Eschen

Chief Executive Officer

Dr. Eschen brings extensive professional experience in management to VAC. Prior to joining VAC, Dr. Eschen held leadership positions in international industrial organisations, including serving as CFO of the EMEA Division of Keller Group and holding roles at Bilfinger Berger and Deutsche Bahn. Eschen holds a PhD in Strategic Management and Diploma in Business Management from the Freie Universität Berlin.

Jürgen Wössner

Chief Financial Officer

Mr. Wössner has extensive experience in finance and executive leadership roles across the automotive and industrial sectors. Prior to joining VAC, Mr. Wössner served as Group CFO for Allgaier Automotive GmbH and as CFO and Chairman of the Management Board at Felss Group. Mr. Wössner holds a Diploma in Business Management from the University of Stuttgart.

Gregor Eipert

Chief Operating Officer

Mr. Eipert has extensive experience in industrial engineering and operational leadership roles. Prior to joining VAC, Mr. Eipert served as Head of Business Unit Stamping and Managing Director for Feintool, and as COO & CSO of Kienle + Spiess. Mr. Eipert holds a Master of Science in Industrial Engineering from the Berlin University of Applied Sciences and Technology.

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Scheme Booklet

4.9 Historical Financial Information

Ara VAC IE Aggregator’s historical consolidated financial statements for the financial years ended 31 December 2024 and 31 December 2025 reflect the significant capital investment required to construct the Sumter permanent magnet manufacturing facility in Sumter, South Carolina, without the corresponding revenue and earnings contribution that the facility is expected to generate on a go-forward basis. Over the two-year period, VAC invested approximately €407 million in construction-in-progress (€192.6 million in FY2024 and €214.7 million in FY2025), the substantial majority of which relates to the construction and commissioning of the Sumter facility. Initial production at the Sumter facility commenced in the fourth quarter of 2025, meaning the facility contributed minimal revenue against substantial start-up and commissioning costs during the periods presented. As a result, the Permanent Magnets segment - which includes the Sumter facility - reported a gross margin of approximately 10.4% in FY2025, materially below the Rapid Solidification segment (approximately 21.5%) and the Crystalline segment (approximately 18.5%), reflecting the financial impact of carrying a facility that was not yet commercially operational during the historical periods.

Looking forward, the Sumter facility is expected to materially transform VAC's earnings profile. At its current installed capacity of 2,000 tonnes per annum, the facility is expected to generate approximately US$65-75 million of annual run-rate EBITDA3 once production reaches steady state. The facility was purpose-built to accommodate phased expansion: capacity can be increased to 4,000 tonnes per annum without disrupting existing production or requiring additional infrastructure, which would be expected to increase annual run-rate EBITDA to approximately US$130-140 million. VAC also holds an option to acquire an additional 144 acres adjacent to the Sumter site, which would support a further scale-up to 12,000 tonnes per annum, with expected annual run-rate EBITDA of approximately US$400 million at full capacity.

The historical financial statements also do not reflect the momentum building across VAC's legacy business. VAC's legacy operations generated positive adjusted EBITDA in FY2025, excluding the capital and operating expenses required to construct the Sumter facility, which had no corresponding revenue and earnings contribution in 2025, and has experienced more than 20% year-on-year growth in its order book for 2026, which is expected to translate into increased adjusted EBITDA in future years. This order book acceleration - driven by strengthening demand across automotive, industrial automation, defence and aerospace end markets - indicates that FY2026 financial performance is expected to be materially stronger than the historical periods presented, even before the Sumter facility begins contributing meaningful revenue and EBITDA. The combination of a recovering and growing legacy business with the commencement of commercial-scale production at the Sumter facility creates a dual earnings catalyst that is not reflected in the FY2024 or FY2025 reported results.

(a) Basis of preparation

This section 4.9 sets out a summary of historical financial information in relation to Ara VAC IE Aggregator for the purpose of this Supplementary Scheme Booklet.

The historical consolidated financial information has been extracted from Ara VAC IE Aggregator’s financial statements, which comprise the consolidated statement of financial position as of 31 December 2025 and 2024 and 1 January 2024, and the related consolidated statement of profit or loss, of other comprehensive income (loss), of changes in equity and of cash flows for the financial years ended 31 December 2025 and 2024.

The historical financial information of Ara VAC IE Aggregator is presented in an abbreviated form and does not contain all the disclosures, presentation, statements or comparatives that are usually provided in an annual report prepared in accordance with the Corporations Act. VAC considers that for the purposes of this Supplementary Scheme Booklet the historical financial information presented in a condensed form is more meaningful to ASM Securityholders.

The Ara VAC IE Aggregator historical consolidated financial information is presented in Euros and unless otherwise noted, is rounded to the nearest thousand.

_______________________________________________

3 Denotes a non-GAAP measure. See section 4.10 for more information regarding the use of non-GAAP financial measures.

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Scheme Booklet

(b) Historical consolidated statement of profit and loss and other comprehensive income

The following table presents Ara VAC IE Aggregator's historical consolidated statement of profit and loss and other comprehensive income for the financial years ended 31 December 2025 and 31 December 2024.

For the twelve months

ended 31 December 2025

For the twelve months

ended 31 December 2024

Ara VAC IE Aggregator

Historical

EUR 000s

Ara VAC IE Aggregator

Historical

EUR 000s

Revenue

325,052

353,539

Cost of sales

(347,089

)

(392,757

)

Gross loss

(22,037

)

(39,218

)

Distribution expenses

(17,789

)

(17,130

)

Administrative expenses

(23,218

)

(24,170

)

Research and development expenses

(7,158

)

(8,483

)

Other income

11,633

3,930

Other expense

(7,315

)

(6,524

)

Operating loss

(65,884

)

(91,595

)

Finance income

3,009

8,434

Finance expenses

(58,545

)

(31,719

)

Loss before tax

(121,420

)

(114,880

)

Income taxes

33,566

18,122

Loss after tax

(87,854

)

(96,758

)

Attributable to:

Loss attributable to non-controlling interest

(9,170

)

(10,151

)

Loss attributable to equity holders of the parent

(78,684

)

(86,607

)

(87,854

)

(96,758

)

Exchange differences on translation of foreign operations

(10,024

)

7,418

Net gain (loss) on cash flow hedges

(5,253

)

6,465

Remeasurement gain (loss) on defined benefit plans

7,596

3,763

Other comprehensive (loss) income, net of tax

(7,681

)

17,646

Total comprehensive loss, net of tax

(95,535

)

(79,112

)

Attributable to:

Equity holders of the parent

(86,923

)

(69,593

)

Non-controlling interests

(8,612

)

(9,519

)

(95,535

)

(79,112

)

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Scheme Booklet

The following table presents Ara VAC IE Aggregator’s historical consolidated statement of financial position as of 31 December 2025, 31 December 2024, and 1 January 2024.

31 December 2025

Ara VAC IE

Aggregator Historical

31 December 2024

Ara VAC IE

Aggregator Historical

1 January 2024

Ara VAC IE

Aggregator Historical

EUR 000s

Assets

Current assets

Cash and cash equivalents

15,586

34,687

76,204

Restricted cash

2,951

12,195

440

Trade and other receivables

30,404

42,028

33,869

Inventories

96,535

97,680

152,099

Prepaid income tax

1,035

4,298

676

Transferrable tax credit

87,005

Other financial assets

111

233,627

190,914

263,288

Restricted cash

2,588

Property, plant, and equipment

430,965

365,974

222,858

Right-of-use assets

4,866

4,544

3,951

Intangible assets

330,292

358,254

386,202

Other financial assets

15,068

23,853

7,057

Deferred financing costs

1,008

1,408

Deferred tax asset

13,618

11,365

3,490

795,817

767,986

623,558

Total assets

1,029,444

958,900

886,846

Liabilities and Equity

Current liabilities

Interest bearing loans and borrowings

36,828

8,278

7,128

Trade and other payables

60,479

55,207

45,550

Short-term lease liabilities

2,205

2,023

1,904

Contract liabilities

21,560

26,034

16,368

Current income tax liabilities

594

1,332

1,070

Employee benefit obligations

14,515

17,011

16,810

Current other financial liabilities

249

Provisions

6,265

9,246

15,573

142,446

119,225

104,652

Non-current liabilities

Interest bearing loans and borrowings

413,605

256,012

162,525

Employee benefit obligations

127,941

140,265

149,516

Long-term lease liabilities

2,817

2,738

2,291

Provisions

130

200

Uncertain tax position

12,978

9,541

Deferred tax liabilities

89,395

122,150

141,275

646,801

530,836

455,807

Equity

Partners' capital

432,847

407,980

346,416

Accumulated losses

(193,733

)

(115,049

)

(28,442

)

Other comprehensive losses / income

(5,650

)

2,589

(14,425

)

Equity attributable to equity holders of the parent

233,464

295,520

303,549

Non-controlling Interests

6,733

13,319

22,838

Total Equity

240,197

308,839

326,387

Total Liabilities and Equity

1,029,444

958,900

886,846

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Scheme Booklet

(d) Historical consolidated statement of cash flows

The following table presents Ara VAC IE Aggregator’s historical consolidated statement of cash flows for the financial years ended 31 December 2025 and 31 December 2024.

For the twelve months

ended 31 December 2025

For the twelve months

ended 31 December 2024

Ara VAC IE Aggregator

Historical

EUR 000s

Ara VAC IE Aggregator

Historical

EUR 000s

Loss after tax

(87,854

)

(96,758

)

Adjustments to reconcile profit to cash generated from operations

Depreciation and amortization expense

54,792

58,860

Income taxes

(33,566

)

(18,122

)

Finance income/expenses, net

55,536

23,283

Gains/losses on sales and disposals of non-current assets

3,230

408

Change in current assets and liabilities

Inventories

1,145

54,419

Trade receivables

1,261

2,078

Trade payables

10,386

12,343

Current provisions

(2,999

)

(6,308

)

Other current receivables

(28

)

(414

)

Other current liabilities

(12,159

)

7,008

Long-term provisions

(5,905

)

(8,959

)

Income taxes paid / (received)

1,157

(4,575

)

Other non-cash items

18,888

(3,578

)

Net cash provided by operating activities

3,884

19,685

Investing activities

Purchases of property, plant, and equipment and intangibles

(214,110

)

(199,146

)

Proceeds from government grants

16,352

38,351

Interest received

2,258

1,014

Change in restricted cash

11,833

(14,343

)

Net cash used in investing activities

(183,667

)

(174,124

)

Financing activities

Proceeds from equity contributions

26,893

61,564

Interest paid, other

(938

)

(1,506

)

Proceeds from borrowings

176,198

92,515

Interest and financing fees paid

(35,414

)

(39,456

)

Cash payments for the principal portion of the lease liability

(3,638

)

(2,262

)

Interest related to lease liabilities

(242

)

(238

)

Net cash provided by financing activities

162,859

110,617

Cash and cash equivalents at the beginning of the period

34,687

76,204

Effect of exchange rate changes on cash and cash equivalents

(2,177

)

2,305

Net increase (decrease) in cash and cash equivalents

(16,924

)

(43,822

)

Cash and cash equivalents at the end of the period

15,586

34,687

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Scheme Booklet

4.10 Non-GAAP financial matters

This Supplementary Scheme Booklet includes references to adjusted EBITDA and some illustrative examples of forward-estimates of EBITDA, as described below, which are non-GAAP measures. Because these forward-looking estimates of EBITDA are illustrative examples, Energy Fuels is unable to present a quantitative reconciliation to the most directly comparable GAAP financial measure, because such information is not available, and management cannot reliably predict all of the necessary components of such GAAP financial measure without unreasonable effort or expense. EBITDA and adjusted EBITDA do not have standardised meanings prescribed by GAAP and may not be comparable to (and may be calculated differently by) other companies that present similar measures. The illustrative examples presented in this Supplementary Scheme Booklet are estimates and future projections and are based on various assumptions, which may prove to be incorrect. Various risks could cause the Enlarged Combined Company's actual performance to be materially different from the illustrative examples, projections and estimates. These examples, projections and estimates are provided solely for illustrative purposes, and there can be no assurances that any such financial results or performance will ultimately be realized, in the manner illustrated herein or at all. These illustrative examples, projections and estimates should not be relied upon as being necessarily indicative of future results. Energy Fuels defines EBITDA as net income (loss) before (i) depreciation and amortization; (ii) interest expense; (iii) foreign exchange result; and (iv) income tax expense. Adjusted EBITDA is defined as EBITDA before (i) non-recurring restructuring expense; (ii) one-time consulting expenses, (iii) freight cost normalization adjustment; (iv) one-time losses on purchases contracts; (v) non-recurring factoring interest; and (vi) other. EBITDA and adjusted EBITDA reflect additional ways of viewing aspects of VAC's operations that, when viewed with GAAP results, may provide a more complete understanding of factors and trends affecting VAC's business. EBITDA and adjusted EBITDA should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with GAAP financial measures.

4.11 Securities and capital structure of VAC; Substantial Shareholders of VAC

VAC is a private company that does not have publicly traded securities. The Acquired Companies are ultimately held by certain funds affiliated with Ara Partners.

4.12 Material agreements

VAC operates a business-to-business industrial manufacturing business, generating revenue through customer relationships across its three value streams (Rapid Solidification, Crystalline, and Permanent Magnets). VAC has hundreds of contracts with a wide-ranging and diversified client base. Sales are generally conducted on VAC's standard terms, which include retention of title and liquidated damages provisions, while strategic customers may enter individually negotiated long-term supply arrangements. VAC also distributes products through third-party intermediaries under non-exclusive distributor agreements and commission-based sales agency arrangements, and sources raw materials under framework purchase orders and longer-term supply arrangements, including memoranda of understanding for permanent-magnet feedstock with price-formula mechanisms and rights of first refusal.

4.13 Equity compensation plan

VAC operates a management equity participation programme, which serves as a vehicle for certain employees, advisors, and consultants of the VAC group, who are invited to invest (directly or through investment vehicles), to participate in the growth and success of the VAC group. The equity participation programme will terminate at the Closing of the VAC Merger.

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Scheme Booklet

4.14 Litigation

To the best of the knowledge of senior management personnel of VAC, no current litigation, dispute or claim in which VAC is involved would reasonably be expected to have a material adverse impact on VAC's financial condition or results of operations taken as a whole.

4.15 Recent trading performance of VAC shares

VAC is a private company, and its equity interests are not listed or quoted on any securities exchange or market. There is no public trading market for VAC's equity interests and accordingly there is no trading history to disclose.

4.16 Rights and liabilities attaching to VAC equity interests

As VAC is a private company, its equity interests are not represented by publicly listed shares. The equity interests in the Acquired Companies were issued in accordance with their respective organisational documents and applicable law. All of the issued and outstanding equity interests of each Acquired Company have been duly authorised and validly issued, are fully paid and non-assessable, and have not been issued or transferred in violation of any applicable laws. There are no preemptive rights, subscription rights, call or first refusal rights, redemption rights, repurchase rights, or other similar rights in respect of any equity interests in any Acquired Company.

4.17 Publicly available information about VAC

VAC is a private company and is not subject to public continuous disclosure reporting requirements. VAC does not file with SEDAR+, EDGAR, ASX or any stock exchange in its own right. Energy Fuels is subject to the continuous disclosure requirements of the TSX, NYSE American, the SEC and applicable Canadian securities laws. ASM is subject to the continuous disclosure requirements of the ASX Listing Rules and the Corporations Act. Energy Fuels' continuous disclosure filings are available on SEDAR+ at https://www.sedarplus.ca/ and EDGAR at https://www.sec.gov/cgi-bin/browse-edgar. ASM's continuous disclosure filings are available on the ASX website at https://www.asx.com.au/. Information available on Energy Fuels' website, ASM's website or at the websites referred to above does not form part of this Supplementary Scheme Booklet.

4.18 Corporate governance of VAC

VAC is a private company and is not subject to public corporate governance reporting requirements or the governance standards applicable to listed public companies. VAC's governance structure is determined by the organisational documents of the relevant Acquired Companies and the terms of the arrangements between the Acquired TopCo Equityholders and the Acquired Companies. VAC's management is responsible for the day-to-day management of the business and comprises Dr. Erik Eschen (Chief Executive Officer), Jürgen Wössner (Chief Financial Officer) and Gregor Eipert (Chief Operating Officer). Following completion of the VAC Merger, VAC's governance will be integrated with that of the Enlarged Combined Company.

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Scheme Booklet

5. SUPPLEMENTAL INFORMATION ABOUT ENERGY FUELS

5.1 Introduction

This section 5 contains supplementary information about Energy Fuels, including new financing arrangements entered into by Energy Fuels following the date of the Scheme Booklet.

The information contained in this section 5 is supplementary to the Scheme Booklet and does not replace the Scheme Booklet. ASM Securityholders should read the Supplementary Scheme Booklet and the Scheme Booklet carefully and in full.

5.2 Summary of Conditional OSC Financing

On 15 June 2026 (Eastern Time), Energy Fuels and the OSC entered into a conditional commitment agreement with a tenor of 20 years to finance the planned expansion of Energy Fuels’ critical minerals processing capabilities at its White Mesa Mill in Utah (the Mill) as well as a planned rare earth metals and alloy facility to be constructed in the United States. The potential financing would support infrastructure and capacity to process rare earth elements and other critical materials from Energy Fuels’ portfolio of domestic and international projects.

The Conditional OSC Financing contemplates funding in three Phases: Phase 1 is the expansion of the Mill’s existing Phase 1 Circuit, which is currently capable of processing up to 10,000 tonnes of monazite or the equivalent feed per year for the commercial production of up to 1,000 tonnes of separated NdPr per year, by providing the capability for the additional commercial recovery of dysprosium (Dy), terbium (Tb), samarium (Sm), europium (Eu), gadolinium (Gd) and yttrium (Y), as well as an holmium (Ho)+ mixed rare earth carbonate (MREC), with the capability to add further heavy REE separations in the future as market conditions may warrant. Phase 1 will also enhance the Mill’s existing Phase 1 Circuit to (i) enable processing of uranium and rare earth-bearing MREC or similar intermediate feedstocks from third-party sources, either in addition to or in lieu of monazite or the equivalent, and (ii) add capability to calcine separated rare earth oxalates into separated rare earth oxides. This will enable the Mill to process MREC and similar feedstocks through the Mill’s expanded Phase 1 Circuit solvent extraction circuits independently of conventional uranium processing. Phase 1 is expected to be operational as early as Q4 2027, and, together with existing Mill Phase 1 Circuit operations, to support production of approximately up to 35 tonnes per annum of Dy and 12 tonnes per annum of Tb, in addition to approximately 850–1,000 tonnes per annum of NdPr, from processing up to approximately 10,000 tonnes per annum of monazite or the equivalent, along with an Ho+ carbonate. The capability to recover Sm, Eu, Gd, Y and potentially other heavy REE’s is expected to follow and be on-line in 2028 or later years. The Phase 1 expansion is expected to be completed prior to the commissioning of the Donald Project and will allow for the processing of all of Phase 1 of the Donald Project for the recovery of NdPr, Dy and Tb as well as other heavy REE oxides and mixed rare earth carbonates, once that project is developed.

Phase 2, as contemplated by the Conditional OSC Financing, is development of a stand-alone Phase 2 Circuit at the Mill to materially expand rare earth oxide production capacity. Upon commissioning, the Phase 2 Circuit at the Mill is expected to increase total rare earth oxide capacity from the Mill, when combined with the Mill’s expanded Phase 1 Circuit, as described above, to over 6,000 tonnes per annum of NdPr, together with approximately 80 tonnes per annum of Tb oxide and 288 tonnes per annum of Dy oxide, along with other heavy REE oxides and mixed rare earth carbonate across the Mill’s integrated operations. The Mill’s Phase 2 Circuit is expected to include a dedicated monazite crack-and-leach circuit, enabling independent and simultaneous REE processing operations alongside conventional uranium and uranium/vanadium processing. The Mill’s Phase 2 Circuit is currently expected to be commissioned in 2029 and to be available to process REE production from Energy Fuels’ Donald Phase 2, Vara Mada and Bahia HMS/monazite projects, upon their development.

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Scheme Booklet

Phase 3, as contemplated by the Conditional OSC Financing, is the development of the metals and alloys facility in the United States, which could be the American Metals Plant contemplated by ASM, a downstream rare earth metals and alloy facility in the United States with a planned nameplate capacity of up to 4,000 tonnes per annum of alloy. Phase 3 is expected to be primarily supplied by rare earth oxides produced at the Mill, supplemented by third-party feedstocks as required. Phase 3 is expected to deploy proprietary metallization and alloy production technologies to produce NdFeB alloys and separated rare earth metals, including NdPr, Dy and Tb. Phase 3 is expected to establish a fully integrated U.S. rare earth metals and alloys platform through REE alloys, and upon successful closing of the VAC Merger, establish a fully integrated mine-to-magnets REE supply chain, addressing a critical gap in domestic metallization capacity and supporting the U.S. permanent magnet, clean energy and defence supply chains.

The Conditional OSC Financing is subject to further due diligence, finalization of agreements, approvals, and the availability of government appropriations. The definitive credit agreement is expected to include usual and customary conditions to financial close of the facility, including satisfaction of legal, technical and other due diligence requirements, and execution and delivery of binding agreements. In addition, the funding of each of the three Phases will be independent of each other and will each be subject to its own additional conditions of disbursement and drawdown, including without limitation, receipt of all required permits and licenses, additional documentation, and evidence of satisfactory feed supply agreements and offtake agreements sufficient to satisfy repayment of the amounts loaned.

The Conditional OSC Financing contemplates typical fees, interest rate, amortization schedule, security provisions, financial covenants and negative covenants which Energy Fuels believes are customary for a loan of this nature. The Conditional OSC Financing also contains affirmative and negative covenants that may restrict Energy Fuels' ability to: (a) be owned or controlled by any Restricted Entity; (b) transfer any property (including funds) to any Restricted Entity; or (c) otherwise do business with any Restricted Entity, where a “Restricted Entity” is defined in the Conditional OSC Financing to include certain entities, persons, governments or countries on any one of more lists relating to U.S. national security, such as a person appearing upon the ‘Denied Persons List” the “Entity List,” or the “Unverified List,” as maintained by the U.S. Department of Commerce, a “foreign entity of concern” or “foreign adversary” as defined by applicable U.S. regulations and other similar restrictions. The Conditional OSC Financing also contemplates the potential issuance of warrants to the OSC or its U.S. government designees (the amount and terms of which have not yet been determined).

The Conditional OSC Financing also acknowledges Energy Fuels’ need to simultaneously complete financings in connection with its Donald Project Joint Venture and Vara Mada heavy mineral sands/monazite project, and sets out the terms and conditions on which such additional financings would be permitted under the Conditional OSC Financing.

Taken as a whole, Energy Fuels believes the Conditional OSC Financing is competitive compared to commercial options that are available and is attractive to Energy Fuels. It will allow Energy Fuels to process all of Donald Phase 1 production, once developed, into REE oxides at the Mill, REE metals and alloys at the planned U.S. metals and alloys facility (which could be the American Metals Plant contemplated by ASM), or at the existing ASM Korean Metals Plant, and upon successful completion of the VAC Merger, into magnets at VAC’s existing Sumter U.S. plant or VAC’s existing facilities in Germany or Finland, thereby resulting in a complete western REE supply chain. The contemplated funding of the Mill’s Phase 2 Circuit would allow for the further expansion of this supply chain by approximately six-fold to accommodate all Energy Fuels’ planned additional monazite or the equivalent production from its planned Vara Mada, Bahia and other projects.

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Either party may terminate the Conditional OSC Financing if definitive agreements are not agreed to by the parties. In addition, the Conditional OSC Financing allows the OSC to suspend or terminate the loan commitment upon written notice, if: (a) it is not satisfied with any due diligence findings with respect to Energy Fuels or the Mill expansion project; (b) Energy Fuels fails to comply in a timely manner with any of its obligations under the Conditional OSC Financing or any reasonable request of OSC in connection with its due diligence review; (c) the OSC determines that a material change has occurred or is reasonably likely to occur in the business, operations, ownership, property or condition of Energy Fuels, the project, the ability of Energy Fuels to carry out the project or the conditions or value of any proposed security for the loan; (d) any of the information data, representations or other material submitted to the OSC on or behalf of Energy Fuels contains any material misrepresentation or material omission; or (e) it becomes unlawful for OSC to make or maintain any commitment to extend credit or allocate funds for the project or to Energy Fuels due to the adoption of, change in, change in the interpretation of, or change in the effectiveness of, any applicable law after the date of the Conditional OSC Financing.

Further details of the risks associated with the Conditional OSC Financing are set out in section 6.1.

5.3 Summary of Senior Secured Term Loan Commitment Letter

On 23 June 2026 (Eastern Time), Energy Fuels entered into the Commitment Letter pursuant to which Goldman Sachs Bank USA has committed to provide, subject to the terms and conditions set forth in the Commitment Letter, a senior secured term loan in an aggregate principal amount of US$250 million, US$250 million of the Senior Secured Term Loan Facility will be available to Energy Fuels upon the completion of the terms set forth in the Commitment Letter and the Summary of Terms and Conditions attached to the Commitment Letter as Annex A. Energy Fuels currently anticipates that it will use some or all of the proceeds from the borrowings of the Senior Secured Term Loan Facility, if any, on the Closing Date, together with cash on hand, to consummate the VAC Merger.

Amounts to be funded under the Senior Secured Term Loan Facility, if any, will be reduced by the net cash proceeds from the issuance or incurrence of certain debt, the issuance of equity financing (including equity and debt securities convertible or exchangeable into or exercisable for equity securities, other equity-linked securities or hybrid debt-equity securities) and non-ordinary course asset sales (in each case, with exceptions to be agreed).

5.4 Update to Energy Fuels Board

As of the date of this Supplementary Scheme Booklet, the Energy Fuels Board is comprised of seven (7) members, each of whom were re-elected by the shareholders of Energy Fuels at its 2026 annual meeting of shareholders held on 24 June 2026. Messrs. J. Birks Bovaird and Alexander G. Morrison did not stand for re-election at the annual meeting and therefore ceased to be directors of Energy Fuels on 24 June 2026.

Also effective on 24 June 2026, Mr. Michael Stirzaker, an independent director, was appointed to serve as Chair of the Audit Committee of Energy Fuels.

5.5 No other material information

Other than as disclosed in this Supplementary Scheme Booklet and the Scheme Booklet, there is no information regarding Energy Fuels or its intentions regarding the Enlarged Combined Company that is required under applicable law or ASIC guidance and which is, in the opinion of Energy Fuels, material to the making of a decision by an ASM Securityholder on whether or not to vote in favour of the Schemes that is within the knowledge of any director of Energy Fuels as at the date of this Supplementary Scheme Booklet that has not been previously disclosed to ASM Securityholders.

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6. ADDITIONAL RISKS

This section 6 describes:

risks relating to the Conditional OSC Financing;

risks relating to entering into the Merger Agreement and the VAC Merger; and

risks relating to the Enlarged Combined Company's business and operations.

ASM Securityholders should be aware that there are a number of risks, both general and specific, associated with the Conditional OSC Financing, the Merger Agreement and the completion of the VAC Merger, which are additional to the risks disclosed in Section 8 of the Scheme Booklet.

These risk factors should be read in addition to those listed in Section 8 of the Scheme Booklet.

6.1 Risks relating to the Conditional OSC Financing

(a) There can be no assurances that all conditions to the Conditional OSC Financing will be satisfied, that the proposed financing will be completed or that the proposed financing will not be modified, challenged or impaired in the future, each of which would have a material adverse effect on Energy Fuels’ business, results of operations and financial position.

The Conditional OSC Financing is subject to further due diligence, finalisation of agreements, customary closing conditions and approvals.

There can be no assurances that all conditions will be satisfied and that the proposed OSC financing will be completed, and that funding of and support for the transactions contemplated by the Conditional OSC Financing will not be modified, challenged or impaired in the future, which would have a material adverse effect on Energy Fuels’ business, results of operations and financial position.

In the event of any termination or frustration of the Conditional OSC Financing, in full or in part, Energy Fuels may have limited recourse and remedies available against the OSC and the U.S. federal government.

(b) Energy Fuels’ business is subject to changes in U.S. federal policy, regulation and funding, which could impair Energy Fuels’ ability to operate its existing business and pursue its strategic plans

Energy Fuels’ operations are subject to extensive regulatory requirements enforced in part by the U.S. federal government. If government regulations are interpreted or enforced in a manner adverse to Energy Fuels, it may be subject to enforcement actions, penalties, exclusion, and other material limitations on Energy Fuels’ operations. Any changes in U.S. federal regulations or a failure to comply with the terms of agreements with the U.S. federal government could impair Energy Fuels’ ability to operate its existing business and pursue its strategic plans. Furthermore, the potential opportunities afforded Energy Fuels by participating in government financing program like that of the OSC are unique. While this financing enables the company to pursue its strategic goals, including sourcing of heavy rare earth feedstock and securing necessary environmental permits, Energy Fuels remains solely responsible for meeting all commercial and regulatory requirements.

Federal funding subjects Energy Fuels to various laws, regulations, and other policies and considerations that may constrain Energy Fuels’ future business or otherwise have a material adverse impact on Energy Fuels’ future financial results. Energy Fuels may be subject to heightened scrutiny of its business activities with both government and non-government customers, government audits, investigations, congressional scrutiny, inquiries about conflicts of interest, civil or criminal enforcement by the Department of Justice (including actions under the False Claims Act), exclusion or limitation on future government-funded opportunities, suspension, debarment, and other administrative remedies. Any failure to perform obligations under the Conditional OSC Financing could exacerbate the other risks described in this section and those listed in Section 8 of the Scheme Booklet, including risks related to commodity price volatility, liquidity, regulatory compliance and Energy Fuel’s ability to execute its strategic plans.

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(c) The Conditional OSC Financing contains affirmative and negative covenants that may impair Energy Fuels’ ability to operate its business in the normal course, which could have a material adverse effect on its business.

The Conditional OSC Financing specifies customary additional steps that Energy Fuels must take to proceed toward financial close on the loan, including fulfilling financial, legal, technical and other due diligence requirements. Additionally, the Conditional OSC Financing contains affirmative and negative covenants that could impair Energy Fuels’ ability to operate its business in the normal course. If strategic transactions that Energy Fuels wishes to undertake are prohibited by the Conditional OSC Financing, Energy Fuels’ ability to operate its business could be materially impacted. It is noted that the Conditional OSC Financing expressly contemplates the ASM transaction and transactions such as the VAC Merger. However, both transactions remain subject to OSC due diligence which could impact the availability or timing of the proposed financing.

Additionally, the Conditional OSC Financing contemplates a potential for warrants to be issued. The amount or terms of such warrants have not yet been determined. If warrants are issued and are exercised, the issuance of the Energy Fuels Shares underlying such warrants will dilute the ownership interests of holders of Energy Fuels Shares and reduce the value of their investment.

6.2 Risks of entering into the Merger Agreement and VAC Merger

(a) The market price of the Energy Fuels Shares may be adversely affected as a result of the VAC Merger consideration and related financing arrangements

The VAC Merger Consideration will consist of: (i) US$718 million (being the VAC Merger Cash Consideration); (ii) 65,853,000 Energy Fuels Shares (subject to the maximum number of Energy Fuels Shares constituting the VAC Merger Share Consideration that may be issued without obtaining the approval of Energy Fuels' shareholders under applicable Canadian securities laws; and (iii) VAC Merger Preferred Share Consideration, issued, as set out in the Merger Agreement, to replace Energy Fuels Shares removed from the VAC Merger Share Consideration to comply with Canadian Securities Laws (with the number of Preferred Shares increased in accordance with the Merger Agreement if the VAC Merger Share Consideration is so reduced) and/or to provide an additional value top up if the market price of Energy Fuels Shares at Closing is below a specified reference price.

The increase in the number of issued and outstanding Energy Fuels Shares may lead to sales of such shares or perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Energy Fuels Shares. Further, the issuance of the VAC Merger Share Consideration may dilute the ownership interests of holders of Energy Fuels Shares and reduce the value of their investment. Similar dilution could result from the sale of assets to meet liquidity requirements.

In addition, Energy Fuels currently anticipates using some or all of the proceeds of the Senior Secured Term Loan Facility, together with cash on hand, to fund the VAC Merger Cash Consideration. Under the terms of the Senior Secured Term Loan Facility, amounts to be funded will be reduced by the net cash proceeds from the issuance or incurrence of certain debt, the issuance of equity financing (including equity and debt securities convertible or exchangeable into or exercisable for equity securities, other equity-linked securities or hybrid debt-equity securities) and non-ordinary course asset sales. To the extent that Energy Fuels issues equity securities or equity-linked securities, or incurs additional debt, to reduce or repay amounts drawn under the Senior Secured Term Loan Facility, such issuances could further dilute the ownership interests of holders of Energy Fuels Shares (including ASM Shareholders who receive New Energy Fuels Shares or New Energy Fuels CDIs under the Share Scheme) and/or increase the Enlarged Combined Company's leverage and debt-servicing obligations. Additional debt may also impose further covenants and restrictions on the Enlarged Combined Company's operations.

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(b) If the VAC Merger Preferred Share Consideration is issued, holders of Energy Fuels preferred shares will have certain preferential rights over holders of Energy Fuels Shares

If the VAC Merger Preferred Share Consideration is issued at Closing, such holders will have preferred rights to Energy Fuels' assets upon liquidation, the right to receive dividends before dividends would be declared to holders of Energy Fuels Shares, and the right to the redemption of such preferred shares, possibly together with a premium, prior to the redemption of Energy Fuels Shares.

Implementation of the Merger Agreement is subject to the satisfaction or waiver (where permitted) of a number of closing conditions. There can be no guarantee that the closing conditions will be satisfied or waived (where permitted), or, if satisfied or waived (where permitted), when that will occur. Certain closing conditions are beyond the control of Energy Fuels and VAC, including regulatory approvals. Any failure or delay in satisfying the closing conditions could prevent or delay the implementation of the Merger Agreement, which could reduce the benefits that Energy Fuels and VAC expect to obtain from the VAC Merger, increase the costs associated with the VAC Merger and/or impede the successful integration of Energy Fuels' and VAC's businesses.

(d) The Merger Agreement may be terminated in certain circumstances

VAC and Energy Fuels have the right to terminate the Merger Agreement in circumstances pursuant to Section 9.01 of the Merger Agreement. As such, there is no certainty that the Merger Agreement will not be terminated by either VAC or Energy Fuels before the VAC Merger is completed.

In this scenario, the market price of Energy Fuels Shares may fall and there is no assurance that any alternative proposal will emerge (and if such proposal emerges, there is no assurance that it will be at an equivalent or lower price than the implied price to be paid to acquire VAC under the Merger Agreement).

(e) Significant transaction and transaction-related costs have been incurred and will continue to be incurred

Both Energy Fuels and VAC have incurred, and will continue to incur, significant costs associated with the Merger Agreement and combining the businesses of Energy Fuels and VAC. Fees and expenses related to the VAC Merger include financial adviser fees, filing fees, taxes, legal, accountant and regulatory fees. Some of these costs will be paid regardless of whether the VAC Merger is completed.

(f) Changes in the risk and investment profile of Energy Fuels Shares

The Closing will alter the risk exposure of ASM Shareholders, as Energy Fuels Shares will be exposed to risks relating to each of ASM, Energy Fuels and VAC (including the integration of VAC). Those risks may be different from or additional to those related to Energy Fuels and ASM and you may prefer the risks and investment profile of Energy Fuels and ASM as a combined standalone entity.

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These changes in risks and investment profile may be considered a disadvantage by ASM Shareholders.

(g) Integration and failure to realise benefits, including synergies

On and from the Closing, the Enlarged Combined Company expects to pursue and realise benefits of increasing operations across magnets and manufacturing with REE.

There is a risk that the Enlarged Combined Company may not achieve the strategies, operational objectives and benefits (in whole or in part) or that they will not materialise or will not materialise to the extent that the Enlarged Combined Company contemplates, or they will be delayed. This may occur due to matters beyond the control of the Enlarged Combined Company, or as a result of changes in circumstances or strategies. A failure to achieve these strategies, operational objectives and benefits could have an adverse impact on the Enlarged Combined Company's operations, financial performance and financial position. There is also a risk that the Enlarged Combined Company will not benefit (in whole or in part) from the synergies and other benefits.

(h) The Enlarged Combined Company may face new tax risks in certain VAC operating jurisdictions

VAC has operations and conducts business in Germany, Slovakia, Malaysia, Finland, and other parts of the world, in which Energy Fuels' subsidiaries do not currently operate or conduct business which could impact the Enlarged Combined Company's tax circumstances. Taxation laws in these jurisdictions can be complex, subject to varying interpretations and applications by relevant tax authority and are continuously subject to changes and revisions. In addition, following the VAC Merger, the Enlarged Combined Company may be subject to tax liabilities that may exist at VAC or that may arise in connection with the VAC Merger which are currently unknown. Any unexpected taxes imposed on the Enlarged Combined Company could have a material and adverse impact on the Enlarged Combined Company's financial position.

(i) VAC has not been subject to internal control infrastructure requirements that U.S. public companies are required to comply with

VAC was not required to maintain an internal control infrastructure that would meet the standards of a United States public company, including the requirements of the Sarbanes-Oxley Act of 2002, as amended. The costs to implement such controls and procedures may be substantial and Energy Fuels could encounter unexpected delays and challenges in this implementation.

In addition, Energy Fuels may discover significant deficiencies or material weaknesses in VAC's financial and disclosure controls and procedures which could result in additional costs or adversely affect Energy Fuels' business or operating results, and, as has occurred with Energy Fuels, the accounting for acquisitions can be complex and may lead to material weaknesses.

6.3 Risks relating to the Enlarged Combined Company's business and operations

The Enlarged Combined Company's business and industry will be subject to a number of business and operation risks, including risks that are outside of its control, which could negatively impact the Enlarged Combined Company's actual results. These risks include, but are not limited to, those set out below:

(a) Risks related to the jurisdictions in which the Enlarged Combined Company will operate

The Enlarged Combined Company and its businesses, and the industries in which it operates, are subject to a number of risks related to the jurisdictions in which the Enlarged Combined Company operates, including risks that are outside of its control, which could negatively impact on the Enlarged Combined Company's actual operation and financial results.

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(b) Foreign Currency Risks

The Enlarged Combined Company’s operations will be subject to currency fluctuations. The Enlarged Combined Company’s operating expenses and revenues will primarily be incurred in U.S. dollars, while some of its cash balances and expenses are measured in Canadian dollars and Brazilian real. The operations of the Enlarged Combined Company’s HMS Division based in Perth, Western Australia are also primarily conducted in U.S. dollars, though some are conducted in currencies other than the U.S. dollar (including, Australian dollars, Kenyan shillings and Malagasy ariary). The operations of ASM are primarily conducted in Australian dollars, but ASM conducts some of its business in currencies other than the Australian dollar (including, U.S. dollars, and South Korean won) and VAC’s magnetic materials and product solutions based in Germany are conducted in euros. The fluctuation of the Canadian dollar, Australian dollar, Brazilian real, Kenyan shilling, South Korean won, euros and/or Malagasy ariary in relation to the U.S. dollar will consequently have an impact on the Enlarged Combined Company’s profitability and may also affect the value of its assets and shareholder’s equity.

In addition, any strengthening of the U.S. dollar relative to the other currencies makes the Enlarged Combined Company's mineral extraction and recovery, metal and alloy products and magnetic materials potentially less competitive in relation to similar activities in other countries and could have a material impact on the Enlarged Combined Company's cash flows and profitability, as well as affect the value of its assets and shareholders' equity.

(c) The Enlarged Combined Company's operations outside the U.S. and Canada will require compliance with a number of international regulations and stock exchange listing requirements, particularly in the U.S., Canada, Australia and Europe, violations of which could have a material adverse effect on the business, consolidated results of operations, and consolidated financial condition

The Enlarged Combined Company's operations will require compliance with a number of international regulations, particularly in the U.S., Canada, Australia and Europe, and other international regulations. For example, the operations are subject to the U.S. Foreign Corrupt Practices Act (FCPA), which prohibits certain companies and their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage. The operations are also subject to the Corruption of Foreign Public Officials Act (CFPOA), which is the Canadian equivalent of the FCPA, the German anti-bribery laws contained in the German Criminal Code (StGB), and the Australian anti-bribery laws set out in the Australian Criminal Code Act 1995 (Cth) (CCA). The Enlarged Combined Company's activities create the risk of unauthorised payments or offers of payments by its employees, agents, or joint venture partners that could be in violation of anti-corruption laws, even though some of these parties are not subject to the Enlarged Combined Company's control. The Enlarged Combined Company cannot assure that any internal control policies and procedures and training and compliance programs for its employees and agents with respect to the FCPA, CFPOA, StGB and CCA, it may have in place at any time will protect it from reckless or criminal acts committed by its employees or agents. The Enlarged Combined Company is also subject to the risks that its employees, joint venture partners, and agents outside of the U.S. may fail to comply with other applicable laws. Allegations of violations of applicable anti-corruption laws have resulted and may in the future result in internal, independent, or government investigations. Violations of anti-corruption laws may result in severe criminal or civil sanctions, and the Enlarged Combined Company may be subject to other liabilities, which could have a material adverse effect on its business, consolidated results of operations and consolidated financial condition. Additionally, the Enlarged Combined Company will be subject to the listing rules of Energy Fuels' stock exchanges, including the NYSE American, TSX and ASX, as they may change over time.

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(d) The Enlarged Combined Company will be subject to risks normally encountered by companies in the manufacturing and magnetics industry

A component of the Enlarged Combined Company's strategy will be to produce rare earth elements (REE) and magnet products that are used in critical existing and emerging technologies, such as advanced electronics, aerospace and defence systems, energy products, robotics, and other high-growth, advanced technologies. The success of the Enlarged Combined Company's business will depend, in part, on the continued growth of these end-markets and the successful commercialisation of rare earth products in such markets. If the market for these critical existing and emerging technologies does not grow as expected, grows slower than expected, or if the demand for the Enlarged Combined Company's products in these markets decreases or is manipulated by geopolitical factors (see below for additional detail), then the Enlarged Combined Company's business, prospects, financial condition and operating results could be harmed, possibly materially. In addition, the market for these technologies, particularly in the automotive industry, tends to be cyclical, which exposes the Enlarged Combined Company to increased volatility, and it is uncertain as to how such macroeconomic factors will impact its business. Any unexpected costs or delays in the manufacturing of separated REE products or rare earth magnets, or less than expected demand for the critical existing and emerging technologies that use REE products, could have a material adverse effect on the Enlarged Combined Company's financial condition or results of operations.

The REE mining and processing and magnet manufacturing industry is capital-intensive with competitive market dynamics. Production of REE and magnet products is dominated by Chinese competitors. These competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve, and possibly expand their facilities. Additionally, the Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and lower labour and benefit costs. If the Enlarged Combined Company is not able to achieve consistent product quality at its anticipated costs of production, then any strategic advantages that the competitors may have over them, including, without limitation, lower labour, compliance, and production costs, could have a material adverse effect on the Enlarged Combined Company's business.

(e) The Enlarged Combined Company may be adversely affected by fluctuations in demand for, and prices of, magnet materials, and by U.S. federal administration changes

Changes in demand for, and the market price of (including taxes, tariffs and/or fees imposed upon) magnet materials could significantly affect VAC's profitability and, in turn, the Enlarged Combined Company's profitability. A change in the U.S. federal administration introduces uncertainty as to shifts in policies, tariffs, taxes, regulations, priorities and (dis)engagement in international conflicts or wars, as well as geopolitical relations influenced by any one or more of such shifts, all of which may have a detrimental impact on demand.

Furthermore, supply side factors have a significant influence on price volatility for REE and magnet materials. Supply of REE and magnet materials is dominated by Chinese producers. The Chinese Central Government regulates production via quotas and environmental standards, and, to a lesser extent, regulation of imports, and has and may continue to change such production quotas, environmental standards, and import regulations. Over the past few years, there has been significant restructuring of the Chinese market in line with Chinese Central Government policy; however, periods of over-supply or speculative trading of REE and magnet materials can lead to significant fluctuations in the market price of such products.

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Demand for the Enlarged Combined Company's products may be impacted by demand for downstream products incorporating rare earths, including hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies, as well as demand in the general automotive and electronics industries. Lack of growth in these markets may adversely affect the demand for the Enlarged Combined Company's products.

In contrast, extended periods of high commodity prices may create economic dislocations that may be destabilising to REE and magnet material supply and demand and ultimately to the broader markets. Periods of high REE market prices generally are beneficial to the Enlarged Combined Company's financial performance. However, strong REE prices also create economic pressure to identify or create alternate technologies that ultimately could depress long-term demand for REE minerals and products, and at the same time may incentivise development of competing mining properties.

(f) The Enlarged Combined Company depends on its senior management team and other key personnel, and the loss of such personnel or an inability to attract and retain skilled employees could adversely affect the Enlarged Combined Company's business.

The Enlarged Combined Company will depend on the services of its senior management team and other key personnel, whose experience, relationships and leadership are critical to the execution of the VAC Merger strategy, including the operation and expansion of the mining, separation and magnet manufacturing activities. The loss of the services of any key member of senior management could disrupt its operations, delay the execution of strategic initiatives and adversely affect the Enlarged Combined Company's business.

In addition, efficient production of rare earth products, magnets and magnetic precursor products using modern techniques and equipment requires skilled technicians, engineers, operators and other specialised personnel. The Enlarged Combined Company's optimisation and downstream efforts will significantly increase its need for such personnel, and competition for these employees may be intense. If the Enlarged Combined Company is unable to hire, train and retain qualified personnel, or if it is unable to replace senior management or other key employees on acceptable terms or in a timely manner, the Enlarged Combined Company's labour costs could increase and its ability to reach anticipated production levels or execute its long-term strategy could be adversely affected. Any of these factors could have a material adverse effect on the Enlarged Combined Company's business, results of operations and financial condition.

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7. PRO FORMA HISTORICAL FINANCIAL INFORMATION OF THE ENLARGED COMBINED COMPANY

7.1 Overview

The pro forma historical financial information of the Enlarged Combined Company in this section 7 (Enlarged Combined Company Pro Forma Historical Financial Information of Energy Fuels, ASM, and Ara VAC IE Aggregator) comprises the:

Enlarged Combined Company pro forma historical balance sheet as at 31 December 2025 (Enlarged Combined Company Pro Forma Historical Balance Sheet of Energy Fuels, ASM, and Ara VAC IE Aggregator), as set out in Table 7.1; and

Enlarged Combined Company pro forma historical statement of operations for the year ended 31 December 2025 (Enlarged Combined Company Pro Forma Historical Statement of Operations and Comprehensive Income (Loss) of Energy Fuels, ASM, and Ara VAC IE Aggregator), as set out in Table 7.3.

The pro forma historical financial information presented in this section 7 reflects the Enlarged Combined Company on the basis that the VAC Merger is completed. ASM Securityholders should also refer to the pro forma historical financial information of the Combined Company (comprising Energy Fuels and ASM only) as set out in section 7.7 of the Scheme Booklet, given the possibility that the VAC Merger may not complete.

The Enlarged Combined Company Pro Forma Historical Financial Information is based on and should be read in conjunction with:

the Energy Fuels Historical Financial Information presented in section 6.9 of the Scheme Booklet;

the ASM Historical Financial Information presented in section 5.7 of the Scheme Booklet; and

the Ara VAC IE Aggregator Historical Financial Information presented in section 4.9 of this Supplementary Scheme Booklet

This section 7 should also be read in conjunction with the risks to which Energy Fuels and the Enlarged Combined Company are subject and the risks associated with the Schemes, as set out in section 8 of the Scheme Booklet and section 6 of this Supplementary Scheme Booklet.

(a) Basis of preparation

The Enlarged Combined Company Pro Forma Historical Financial Information presented in this section 7 is intended to present information to understand the historical financial performance and financial position of the Enlarged Combined Company. Energy Fuels management is responsible for the preparation and presentation of the Enlarged Combined Company Pro Forma Historical Financial Information.

The Enlarged Combined Company Pro Forma Historical Financial Information has been prepared on a going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The Enlarged Combined Company Group Pro Forma Historical Financial Information has been prepared in accordance with U.S. GAAP and in a manner consistent with Energy Fuels accounting policies applied by Energy Fuels in preparing the Energy Fuels' Form 10-K, using the assumptions set out in section 6.9 of the Scheme Booklet.

The Enlarged Combined Company Pro Forma Historical Financial Information presents the combination of the Energy Fuels Historical Financial Information, the ASM Historical Financial Information, and the Ara VAC IE Aggregator Historical Financial Information after giving effect to both the VAC Merger and the Schemes which are assumed to have occurred immediately prior to 1 January 2025 for the Enlarged Combined Company Group Pro Forma Historical Statement of Operations, and as at 31 December 2025 for the Enlarged Combined Company Pro Forma Historical Balance Sheet.

The Enlarged Combined Company Pro Forma Historical Balance Sheet comprises:

the Combined Company Pro Forma Historical Balance Sheet of Energy Fuels and ASM for the year ended 31 December 2025 (refer to section 7.7 of the Scheme Booklet);

the reclassified consolidated balance sheet of Ara VAC IE Aggregator as at 31 December 2025 as extracted from the consolidated financial statements for Ara VAC IE Aggregator for the year ended 31 December 2025, and subject to certain reclassifications and change in presentation currency from EUR to US$ (refer to section 4.9 and Tables 7.5 and 7.7); and

the pro forma adjustments specific to Ara VAC IE Aggregator (as explained by the accompanying notes to the Enlarged Combined Company Pro Forma Historical Balance Sheet in section 7(d)).

The Enlarged Combined Company Pro Forma Historical Statement of Operations and Comprehensive Income (Loss) comprises:

the Combined Company Pro Forma Historical Statement of Operations and Comprehensive Income (Loss) of Energy Fuels and ASM for the year ended 31 December 2025 (refer to section 7.7 of the Scheme Booklet);

the reclassified consolidated statement of profit and loss and other comprehensive income as extracted from the consolidated financial statements for Ara VAC IE Aggregator for the year ended 31 December 2025, and subject to certain reclassifications and translated from EUR to US$ (refer to section 4.9 and Tables 7.6 and 7.8); and

the pro forma adjustments specific to Ara VAC IE Aggregator (as explained by the accompanying notes to the Enlarged Combined Company Pro Forma Historical Statement of Operations in section 7.1(d)).

The consolidated financial statements of Ara VAC IE Aggregator for the year ended 31 December 2025 were prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and audited by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Independent Registered Public Accounting Firm for Ara VAC IE Aggregator, and an unqualified audit opinion was issued.

As further discussed in section 6.9 of the Scheme Booklet, the consolidated financial statements for Energy Fuels for the year ended 31 December 2025 were prepared in accordance with U.S. GAAP and audited by KPMG LLP, Independent Registered Public Accounting Firm for Energy Fuels, in accordance with the standards of the Public Company Accounting Oversight Board, and an unqualified audit opinion was issued.

The pro forma adjustments are based upon currently available information and certain assumptions that Energy Fuels believes are reasonable. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the Enlarged Combined Company Group Pro Forma Historical Financial Information.

The actual adjustments to the Energy Fuels financial statements will depend upon a number of factors and additional information that will be available on or after the implementation of the Schemes and the VAC Merger. Accordingly, the actual adjustments that will appear in the Energy Fuels financial statements will differ from these pro forma adjustments, and those differences may be material.

Energy Fuels conducted an initial review of the Ara VAC IE Aggregator financial statements and the accounting policies of Ara VAC IE Aggregator to determine material differences in accounting policies and financial statement presentation between Energy Fuels and Ara VAC IE Aggregator that may require alignment or reclassification to conform to Energy Fuels accounting policies and financial statement presentations. Ara VAC IE Aggregator’s historical financial information has been adjusted for differences between IFRS and U.S. GAAP accounting policy alignment and reclassifications to conform to Energy Fuels’ financial statement presentation. The assessment of differences between IFRS and U.S. GAAP and preliminary accounting policy alignment is based on Energy Fuels management’s best estimates which remain subject to change as additional information becomes available.

Energy Fuels prepares its financial statements on the basis of a fiscal year ended 31 December and its presentation currency is US$. The financial statements of Ara VAC IE Aggregator have been prepared on the basis of a fiscal year ended 31 December 2025, and Ara VAC IE Aggregator’s presentation currency is EUR. The Enlarged Combined Company Pro Forma Historical Financial Information are presented in US$ and, unless otherwise noted, rounded to the nearest US$ thousand.

Due to its nature, the Enlarged Combined Company Pro Forma Historical Financial Information does not represent the Enlarged Combined Company's actual or prospective financial position and is provided for informational purposes only. Several factors may impact the actual financial performance or financial position of the Enlarged Combined Company, including, but not limited to:

successful implementation of the Schemes and the VAC Merger and the ultimate timing of implementation;

changes in the Energy Fuels Share price which will alter the value of the VAC Merger Consideration and the Share Scheme Consideration for accounting purposes;

differences between Ara VAC IE Aggregator’s accounting policies and those adopted by Energy Fuels not identified in the preliminary review;

changes in the EUR:US$ and the AUD:US$ exchange rates;

differences between the estimated amount of transaction costs and the amount ultimately incurred;

differences in VAC Merger Share Consideration, due to the preferred share mechanism, which will result in the issuance of preferred shares to the Ara Parties in the amount of up to US$135 million if Energy Fuels' share price is below US$20.93 on closing;

finalisation of acquisition accounting (in accordance with ASC 805), including determining appropriate purchase price allocations, such as identification and valuation of all Ara VAC IE Aggregator’s assets and liabilities acquired. Adjustments may include the allocation of purchase price notionally attributed to the fair value of non-current amortising assets (such as property, plant and equipment and intangible assets) and non-amortising assets (such as indefinite life intangible assets including goodwill). Changes in the amount and allocation of the purchase price could positively or negatively impact future reported earnings of the Enlarged Combined Company; and

finalisation of the availability of tax losses and the determination of tax cost bases, including recognition of the resulting deferred tax assets and liabilities, in accordance with ASC 740 Income Taxes.

The Enlarged Combined Company Pro Forma Historical Financial Information contained in section 7(c) is presented in an abbreviated form as it does not include all the disclosures, statements or comparative information that are required by:

U.S. GAAP applicable to full financial statements or to financial statements prepared in accordance with the applicable rules and regulations of the SEC; and

IFRS applicable to full financial statements or financial statements prepared in accordance with the Corporations Act 2001.

(b) Enlarged Combined Company Pro Forma Historical Financial Information

The Enlarged Combined Company Pro Forma Historical Financial Information in this section 7(c) is comprised of:

the pro forma historical balance sheet of the Enlarged Combined Company, being the Enlarged Combined Company Pro Forma Historical Balance Sheet of Energy Fuels, ASM, and Ara VAC IE Aggregator as at 31 December 2025 (Table 7.1); and

the pro forma historical financial performance of the Combined Company, being the Enlarged Combined Company Pro Forma Historical Statement of Operations and Comprehensive Income (Loss) of Energy Fuels, ASM, and Ara VAC IE Aggregator for the twelve-month period ended 31 December 2025 (Table 7.3).

This section 7(c) should be read in conjunction with the accompanying notes in section 7(d) "Notes to the Enlarged Combined Company Group Pro Forma Historical Financial Information," which is comprised of:

Note 1 - Conforming Accounting Policies (section 7(f)(i));

Note 2 - Financial year and foreign currency translation (section 7(f)(ii));

Note 3 - Historical financial information reclassification (section 7(f)(iii));

Note 4 - IFRS to U.S. GAAP adjustments (section 7(f)(iv));

Note 5 - VAC Merger adjustments (section 7(f)(v)); and

Note 6 - Preliminary purchase consideration and allocation (section 7(f)(vi)).

Table 7.1: Enlarged Combined Company Pro Forma Historical Balance Sheet as at 31 December 2025

Enlarged Combined

Company Pro Forma

Historical as at

31 December 2025

US$000s

ASSETS

Current assets

Cash and cash equivalents

58,967

Restricted cash

3,466

Marketable securities

79,106

Trade and other receivables

56,444

Inventories

198,028

Deferred tax assets - current

102,201

Prepaid expenses and other current assets

7,005

Total current assets

505,217

Mineral properties

345,110

Property, plant and equipment, net

772,602

Marketable securities

10,241

Intellectual property, net

339,281

Goodwill and intangible assets

1,465,376

Investments

27,525

Restricted cash

22,468

Deferred tax assets - non-current

18,891

Other assets

7,475

Total assets

3,514,186

LIABILITIES & EQUITY

Current liabilities

Accounts payable and accrued liabilities

80,701

Borrowings

43,082

Asset retirement obligation

788

Contingent consideration

1,723

Deferred revenue

28,446

Employee benefit obligations - current

17,050

Other current liabilities

14,023

Total current liabilities

185,813

Convertible senior notes, net

675,688

Borrowings

495,449

Deferred tax

148,753

Uncertain tax position

15,245

Asset retirement obligations

22,678

Employee benefit obligations - non-current

150,287

Other liabilities

5,446

Total liabilities

1,699,359

Equity

Preferred shares

143,284

Share capital

2,265,342

Accumulated deficit

(591,071

)

Accumulated other comprehensive loss

(2,896

)

Total shareholders' equity

1,814,659

Non-controlling interests

168

Total equity

1,814,827

Total liabilities and equity

3,514,186

Table 7.2: Reconciliation of the Enlarged Combined Company Pro Forma Historical Balance Sheet at 31 December 2025

Energy

Fuels &

ASM

Combined

Pro Forma

(Table 7.7.1

of the

Scheme

Booklet as

Adjusted(i))

Ara VAC

Aggregator

Historical

Reclassified

(Note 2,

Note 3)

Ara VAC

Aggregator

IFRS to U.S.

GAAP

Adjustments

(Note 4)

Pro Forma

Adjustments

(Note 5, Note 6)

Footnotes

Enlarged

Combined

Company Pro

Forma Historical

US$000s

ASSETS

Current assets

Cash and cash equivalents

63,851

18,308

(23,192

)

58,967

Restricted cash

3,466

Marketable securities

797,106

(718,000

)

79,106

Trade and other receivables

20,730

35,714

56,444

Inventories

79,097

113,396

5,535

198,028

Deferred tax assets - current

102,201

Prepaid expenses and other current assets

5,659

1,346

7,005

Total current assets

966,443

274,431

(735,657

)

505,217

Mineral properties

345,110

Property, plant and equipment, net

120,087

567,923

(55,528

)

(ii)(iii)

140,120

772,602

Marketable securities

10,241

Intellectual property, net

4,389

332,012

(468

)

(i)

3,348

339,281

Goodwill and intangible assets

96,706

1,368,670

1,465,376

Investments

27,525

Restricted cash

22,468

Deferred tax assets - non-current

15,997

17,158

(i)(ii)(iii)(iv) (v)

(14,264

)

18,891

Other assets

7,475

17,700

(17,700

)

(iv)(v)

7,475

Total assets

1,600,444

1,208,063

(56,538

)

762,217

3,514,186

LIABILITIES & EQUITY

Current liabilities

Accounts payable and accrued liabilities

27,643

71,042

(17,984

)

80,701

Borrowings

2,087

43,260

(2,265

)

43,082

Asset retirement obligation

788

Contingent consideration

1,723

Deferred revenue

3,120

25,326

28,446

Employee benefit obligations - current

17,050

Energy

Fuels &

ASM

Combined

Pro Forma

(Table 7.7.1

of the

Scheme

Booklet as

Adjusted(i))

VAC

Historical

Reclassified

(Note 2,

Note 3)

VAC IFRS to

U.S. GAAP

Adjustments

(Note 4)

Pro Forma

Adjustments

(Note 5, Note 6)

Footnotes

Enlarged

Combined

Company Pro

Forma Historical

US$000s

Other current liabilities

3,796

10,647

(420

)

(iii)

14,023

Total current liabilities

39,157

167,325

(420

)

(20,249

)

185,813

Convertible senior notes, net

675,688

Borrowings

484,662

(17,082

)

(iv)(v)

27,869

495,449

Deferred tax

105,009

43,744

148,753

Uncertain tax position

15,245

Asset retirement obligations

22,678

Employee benefit obligations - non-current

150,287

Other liabilities

1,642

3,385

419

(iii)

5,446

Total liabilities

739,165

925,913

(17,083

)

51,364

1,699,359

Equity

Preferred shares

143,284

Share capital

1,374,927

508,449

381,966

2,265,342

Accumulated deficit

(514,917

)

(227,571

)

(35,458

)

(i)(ii) (iii)(iv)(v)

186,875

(591,071

)

Accumulated other comprehensive loss

(2,896

)

(6,637

)

6,637

(2,896

)

Total shareholders' equity

857,114

274,241

(35,458

)

718,762

1,814,659

Non-controlling interests

4,165

7,909

(3,997

)

(i)(ii) (iii)(iv)(v)

(7,909

)

168

Total equity

861,279

282,150

(39,455

)

710,853

1,814,827

Total liabilities and equity

1,600,444

1,208,063

(56,538

)

762,217

3,514,186

(i) Certain figures in the table above have been adjusted to Table 7.7.1 of the Scheme Booklet to reflect the change in share price and A$ to US$ exchange rate as at 7 May 2026 of US$23.35 and 0.72, respectively, to 6 July 2026 of US$13.77 and 0.70, respectively. Changes in the share price and A$ to US$ exchange resulted in the following changes:

Energy Fuels &

ASM Combined Pro

Forma (Table 7.7.1

of the Scheme

Booklet)

Adjustments

Energy Fuels &

ASM Combined Pro

Forma (Table 7.7.1

of the Scheme

Booklet as Adjusted)

US$000s

ASSETS

Current assets

Cash and cash equivalents

62,594

1,257

63,851

Marketable securities

797,106

Trade and other receivables

20,730

Inventories

79,097

Prepaid expenses and other current assets

5,659

Total current assets

965,186

1,257

966,443

Mineral properties

345,110

Property, plant and equipment, net

120,087

Investments

27,525

Marketable securities

10,241

Intellectual property, net

4,389

Goodwill and intangible assets

239,660

(142,954

)

96,706

Restricted cash

22,468

Other assets

7,475

Total assets

1,742,141

(141,697

)

1,600,444

LIABILITIES & EQUITY

Current liabilities

Accounts payable and accrued liabilities

27,643

Borrowings

2,087

Asset retirement obligation

788

Contingent consideration

1,723

Deferred revenue

3,120

Other current liabilities

3,796

Total current liabilities

39,157

Convertible senior notes, net

675,688

Asset retirement obligations

22,678

Other liabilities

1,642

Total liabilities

739,165

Equity

Share capital

1,516,831

(141,904

)

1,374,927

Accumulated deficit

(515,124

)

207

(514,917

)

Accumulated other comprehensive loss

(2,896

)

(2,896

)

Total shareholders' equity

998,811

(141,697

)

857,114

Non-controlling interests

4,165

Total equity

1,002,976

(141,697

)

861,279

Total liabilities and equity

1,742,141

(141,697

)

1,600,444

In the table above, the figures reported in the ‘Energy Fuels & ASM Combined Pro Forma’ column contain certain financial information line items which have been amended to align with the presentation Energy Fuels will adopt going forward. Ara VAC IE Aggregator figures reported in the “Ara VAC IE Aggregator Historical Reclassified US$” are the figures obtained after any (i) presentation currency translation, as detailed in Note 2 (refer to Table 7.5), and (ii) reclassification adjustments, as detailed in Note 3 (refer to Table 7.7).

(d) Enlarged Combined Company Pro Forma Historical Statement of Operations and Comprehensive Income (Loss) of Energy Fuels, ASM, and Ara VAC IE Aggregator

Table 7.3: Enlarged Combined Company Group Pro Forma Historical Statement of Operations and Comprehensive Income (Loss) for the twelve months ended 31 December 2025

Enlarged Combined

Company Pro Forma

Historical for 12

months ended

31 December 2025

US$000s

Total revenue

439,934

Operating costs and expenses

Costs applicable to revenues

403,055

Exploration, development and processing

81,479

Standby

7,965

Accretion of asset retirement obligations

3,222

Selling, general and administration

131,026

Share-based compensation

13,177

Total Operating profit (loss)

(199,990

)

Interest expense

64,439

Other income (loss)

Gain on sale of asset

(2,970

)

Loss in unconsolidated affiliates

(1,321

)

Other income (loss)

13,253

Total other income (loss)

8,962

Income (loss) before income taxes

(255,467

)

Income tax benefit

41,081

Net income (loss)

(214,386

)

Non-controlling interest

(10,074

)

Net income (loss) attributable to Energy Fuels Inc

(204,312

)

Foreign currency translation adjustment

(9,115

)

Remeasurements of net defined benefit plan

8,572

Net gain (loss) on cash flow hedges

(5,939

)

Total other comprehensive income (loss)

(6,482

)

Total comprehensive income (loss)

(220,868

)

Comprehensive loss attributable to non-controlling interest

(9,443

)

Comprehensive loss attributable to Energy Fuels Inc

(211,425

)

Table 7.4: Reconciliation of the Enlarged Combined Company Pro Forma Historical of Operations and Comprehensive Income (Loss) at 31 December 2025

The following table reconciles Enlarged Combined Company Group Pro Forma Historical Statement of Operations and Comprehensive Income (Loss) presented in Table 7.3 with Energy Fuels, ASM, and Ara VAC IE Aggregator historical consolidated statement of operations for the twelve months ended 31 December 2025.

Energy

Fuels &

ASM

Combined

Pro Forma

(Table 7.7.3

of the

Scheme

Booklet)

Ara VAC

Aggregator

Historical

Reclassified

(Note 2,

Note 3)

Ara VAC

Aggregator

IFRS to U.S.

GAAP

Adjustments

(Note 4)

Pro Forma

Adjustments

(Note 5, Note 6)

Enlarged

Combined

Company Pro

Forma

Historical

US$000s

Total revenue

72,340

367,504

439,934

Operating costs and expenses

Costs applicable to revenues

56,282

362,952

(37,150

)

(i)(v)

20,971

403,055

Exploration, development and processing

45,189

39,540

(3,250

)

(ii)

81,479

Standby

7,965

Accretion of asset retirement obligations

3,222

Energy

Fuels &

ASM

Combined

Pro Forma

(Table 7.7.3

of the

Scheme

Booklet)

Ara VAC

Aggregator

Historical

Reclassified

(Note 2,

Note 3)

Ara VAC

Aggregator

IFRS to U.S.

GAAP

Adjustments

(Note 4)

Pro Forma

Adjustments

(Note 5, Note 6)

Enlarged

Combined

Company Pro

Forma

Historical

US$000s

Selling, general and administration

62,341

44,382

24,303

(iii)(iv)

131,026

Share-based compensation

13,177

Total Operating profit (loss)

(115,746

)

(79,370

)

(16,097

)

(20,971

)

(199,990

)

Interest Expense

66,191

(6,748

)

(iii)(iv)(v)

4,996

64,439

Other income (loss)

Gain on sale of asset

5,300

(8,270

)

(2,970

)

Loss in unconsolidated affiliates

(1,321

)

(1,321

)

Other income (loss)

9,234

16,554

(12,535

)

(v)

13,253

Total other income (loss)

13,213

8,284

(12,535

)

8,962

Income (loss) before income taxes

(102,533

)

(137,277

)

10,310

(25,967

)

(255,467

)

Income tax benefit

545

37,950

(3,571

)

(i) (ii) (iii)(iv)(v)

6,157

41,081

Net income (loss)

(101,988

)

(99,327

)

6,739

(19,810

)

(214,386

)

Non-controlling interest

(481

)

(10,368

)

775

(i)(ii) (iii)

(10,074

)

Net income (loss) attributable to Energy Fuels Inc

(101,507

)

(88,959

)

5,964

(19,810

)

(204,312

)

Foreign currency translation adjustment

2,218

(11,333

)

(9,115

)

Remeasurements of net defined benefit plan

(16

)

8,588

8,572

Net gain (loss) on cash flow hedges

(5,939

)

(5,939

)

Total other comprehensive income (loss)

2,202

(8,684

)

(6,482

)

Total comprehensive income (loss)

(99,786

)

(108,011

)

6,739

(19,810

)

(220,868

)

Comprehensive loss attributable to non-controlling interest

(481

)

(9,737

)

775

(9,443

)

Comprehensive loss attributable to Energy Fuels Inc

(99,305

)

(98,274

)

5,964

(19,810

)

(211,425

)

In the tables above, the figures reported in the ‘Energy Fuels & ASM Combined Pro Forma’ column contain certain financial information line items which have been amended to align with the presentation Energy Fuels will adopt going forward. Ara VAC IE Aggregator figures reported in the “Ara VAC IE Aggregator Historical Reclassified US$” are the figures obtained after any (i) presentation currency translation, as detailed in Note 2 (refer to Table 7.6), and (ii) reclassification adjustments, as detailed in Note 3 (refer to Table 7.8).

(e) Notes to the Enlarged Combined Company Pro Forma Historical Financial Information

(i) Note 1 - Conforming accounting policies

Energy Fuels management performed an initial review of the accounting policies of Ara VAC IE Aggregator to determine if differences in accounting policies require adjustments to the Enlarged Combined Company Pro Forma Historical Financial Information. As a result of that preliminary review, Energy Fuels management did not identify any material differences in accounting policy, other than IFRS to U.S. GAAP adjustments which have been considered in Note 2 below and Note 4 in section 7(c) (iv).

When Energy Fuels management completes a final review of Ara VAC IE Aggregator’s accounting policies, additional differences may be identified that, when conformed, could have a material impact on the Enlarged Combined Company Pro Forma Historical Financial Information.

(ii) Note 2 - Foreign currency translation

Ara VAC IE Aggregator’s historical financial information and any pro forma adjustments based on Ara VAC IE Aggregator historical financial information have been translated from its functional currency of EUR to be presented in Energy Fuels’ reporting currency of US$ using the following exchange rates:

EUR:US$

Balance Sheet

Spot rate at 31 December 2025

1.175

Statement of Operations

Average exchange rate for the twelve months ended 31 December 2025

1.131

Table 7.5: Reconciliation of Ara VAC IE Aggregator Historical Balance Sheet as at 31 December 2025

Ara VAC IE

Aggregator

Historical

Ara VAC IE

Aggregator

Historical

Translated

EUR 000s

US$ 000s

Assets

Current assets

Cash and cash equivalents

15,586

18,308

Restricted cash

2,951

3,466

Trade and other receivables

30,404

35,714

Inventories

96,535

113,396

Prepaid income tax

1,035

1,216

Transferrable tax credit

87,005

102,201

Other financial assets

111

130

233,627

274,431

Property, plant, and equipment

430,965

506,238

Right-of-use assets

4,866

5,716

Intangible assets

330,292

387,981

Other financial assets

15,068

17,700

Deferred financing costs

1,008

1,184

Deferred tax asset

13,618

15,997

Total assets

1,029,444

1,209,247

Liabilities and Equity

Current liabilities

Interest bearing loans and borrowings

36,828

43,260

Trade and other payables

60,479

71,042

Short-term lease liabilities

2,205

2,590

Contract liabilities

21,560

25,326

Current income tax liabilities

594

698

Employee benefit obligations

14,515

17,050

Provisions

6,265

7,359

142,446

167,325

Non-Current Liabilities

Interest bearing loans and borrowings

413,605

485,846

Employee benefit obligations

127,941

150,287

Long-term lease liabilities

2,817

3,309

Provisions

Deferred tax liabilities

89,395

105,009

Uncertain tax position

12,978

15,245

789,247

927,097

Equity

Partners' capital

432,847

508,449

Accumulated losses

(193,733

)

(227,571

)

Other comprehensive losses / income

(5,650

)

(6,637

)

Equity attributable to equity holders of the parent

233,464

274,241

Non-controlling Interests

6,733

7,909

Total Equity

240,197

282,150

Total Liabilities and Equity

1,029,444

1,209,247

Table 7.6: Reconciliation of Ara VAC IE Aggregator Historical Statement of Operations for the twelve months ended 31 December 2025

The following table reflects the impact of the above adjustments on the Ara VAC IE Aggregator Historical Statements of Operations as presented in the Enlarged Combined Company Pro Forma Historical Statements of Operations for the period ended 31 December 2025:

For the twelve

months ended 31

December 2025

For the twelve

months ended 31

December 2025

Ara VAC IE

Aggregator

Historical

EUR 000s

Ara VAC IE

Aggregator

Historical Translated

US$ 000s

Revenue

325,052

367,504

Cost of sales

(347,089

)

(392,419

)

Gross loss

(22,037

)

(24,915

)

Distribution expenses

(17,789

)

(20,112

)

Administrative expenses

(23,218

)

(26,250

)

Research and development expenses

(7,158

)

(8,093

)

Other income

11,633

13,152

Other expense

(7,315

)

(8,270

)

Operating loss

(65,884

)

(74,488

)

Finance income

3,009

3,402

Finance expenses

(58,545

)

(66,191

)

Loss before tax

(121,420

)

(137,277

)

Income taxes

33,566

37,950

Loss after tax

(87,854

)

(99,327

)

Attributable to:

Loss attributable to non-controlling interest

(9,170

)

(10,368

)

Loss attributable to equity holders of the parent

(78,684

)

(88,959

)

(87,854

)

(99,327

)

Exchange differences on translation of foreign operations

(10,024

)

(11,333

)

Net gain (loss) on cash flow hedges

(5,253

)

(5,939

)

Remeasurement gain (loss) on defined benefit plans

7,596

8,588

Other comprehensive loss, net of tax

(7,681

)

(8,684

)

Total comprehensive loss for the year, net of tax

(95,535

)

(108,011

)

Attributable to:

Equity holders of the parent

(86,923

)

(98,274

)

Non-controlling interests

(8,612

)

(9,737

)

(95,535

)

(108,011

)

(iii) Note 3 - Historical financial information reclassification

Certain reclassification adjustments have been made to conform Ara VAC IE Aggregator’s historical financial information presentation to that of Energy fuels as indicated in the tables below.

Balance sheet reclassifications

Table 7.7: Reconciliation of Ara VAC IE Aggregator Historical Balance Sheet Reclassification for Reclassification Adjustments as at 31 December 2025

The reclassification adjustments to conform Ara VAC IE Aggregator’s historical balance sheet presentation to that of Energy Fuels had no impact on net assets as at 31 December 2025 and are summarised in the table below.

Ara VAC IE Aggregator Financial

Statement Line

Ara VAC IE

Aggregator

Historical

Amount

Reclassification

Footnotes

Ara VAC IE

Aggregator

Historical

Reclassified

Energy Fuels

Financial Statement

Line

U.S. $000s

Assets

Current assets

Cash and cash equivalents

18,308

Cash and cash equivalents

Restricted cash

3,466

Restricted cash

Trade and other receivables

35,714

Trade and other receivables

Inventories

113,396

Inventories

Prepaid income tax

1,216

(1,216

)

[1]

Transferrable tax credit

102,201

Deferred tax assets - current

Other financial assets

130

(130

)

[2]

1,346

[1], [2]

1,346

Prepaid expenses and other current assets

Total current assets

274,431

Total current assets

Property, plant, and equipment, net

506,238

61,685

[3], [4]

567,923

Property, plant, and equipment, net

Right-of-use assets

5,716

(5,716

)

[3]

Intangible assets

387,981

(387,981

)

[4]

332,012

[4]

332,012

Intellectual property, net

Other financial assets

17,700

(17,700

)

[5]

17,700

[5]

17,700

Other assets

Deferred Financing costs

1,184

(1,184

)

[13]

Borrowings- non-current

Deferred tax asset

15,997

Deferred tax assets - non-current

Total assets

1,209,247

(1,184

)

1,208,063

Total assets

Liabilities

Current liabilities

Interest bearing loans and borrowings

43,260

(43,260

)

[6]

43,260

[6]

43,260

Borrowings - current

Trade and other payables

71,042

Accounts payable and accrued liabilities

Short-term lease liabilities

2,590

(2,590

)

[7]

Contract liabilities

25,326

(25,326

)

[8]

Current income tax liabilities

698

(698

)

[9]

Employee benefit obligations

17,050

Employee benefit obligations - current

Provisions

7,359

(7,359

)

[10]

25,326

[8]

25,326

Deferred revenue

10,647

[7], [9], [10]

10,647

Other liabilities

Total current liabilities

167,325

Total current liabilities

Interest bearing loans and borrowings

485,846

(1,184

)

[13]

484,662

Borrowings - non-current

Employee benefit obligations

150,287

Employee benefit obligations - non-current

Long-term lease liabilities

3,309

(3,309

)

[12]

Provisions

(76

)

[11]

Deferred tax liabilities

105,009

Deferred tax

Uncertain tax position

15,245

Uncertain tax position

3,385

[11], [12]

3,385

Other liabilities

Total liabilities

927,097

(1,184

)

925,913

Total liabilities

Equity

Partners' capital

508,449

Share capital

Accumulated losses

(227,571

)

(227,571

)

Accumulated deficit

Other comprehensive losses / income

(6,637

)

(6,637

)

Accumulated other comprehensive loss

Ara VAC IE Aggregator Financial

Statement Line

Ara VAC IE

Aggregator

Historical

Amount

Reclassification

Footnotes

Ara VAC IE

Aggregator

Historical

Reclassified

Energy Fuels

Financial Statement

Line

U.S. $000s

Equity attributable to partners of the parent

274,241

Total shareholders' equity

Non-controlling interest

7,909

Non-controlling interest

Total equity

282,150

Total equity

Total equity and liabilities

1,209,247

(1,184

)

1,208,063

Total equity and liabilities

[1]: Prepaid income tax was reclassified to Prepaid expenses and other current assets (US$1.216M) to conform with Energy Fuels presentation.

[2]: Other current financial assets, comprised of forwards, hedges, and swaps, were reclassified to Prepaid expenses and other current assets (US$0.130M) to conform with Energy Fuels presentation.

[3]: Right-of-use assets were reclassified to Property, plant and equipment, net (US$5.716M) to conform with Energy Fuels presentation.

[4]: The portion of Intangible assets related to development costs and research expenditures was reclassified to Property, plant and equipment, net (US$55.969M) to conform with Energy Fuels presentation. The remaining balance of Intangible assets, related to patents, trademarks, and other rights, were reclassified to Intellectual property, net (US$332.012M) to align with Energy Fuels presentation.

[5]: Other non-current financial assets, comprised of derivatives and interest rate swaps, were reclassified to Other assets (US$17.700M) to conform with Energy Fuels presentation.

[6]: Interest bearing loans and borrowings have been reclassified to a new line item titled Borrowings (US$43.260M) to conform with Energy Fuels presentation.

[7]: Short-term lease liabilities have been reclassified to Other liabilities (US$2.590M) to conform with Energy Fuels presentation.

[8]: Contract liabilities have been reclassified to Deferred revenue (US$25.326M) to conform with Energy Fuels presentation.

[9]: Current income tax liabilities have been reclassified to Other liabilities (US$0.698M) to conform with Energy Fuels presentation.

[10]: Current provisions have been reclassified to Other current liabilities (US$7.359M) to conform with Energy Fuels presentation.

[11]: Non-current provisions have been reclassified to Other current liabilities (US$0.076M) to conform with Energy Fuels presentation.

[12]: Long-term lease liabilities have been reclassified to Other liabilities (US$3.309M) to conform with Energy Fuels presentation.

[13]: Deferred Financing Costs have been reclassified to Borrowings - non-current to conform with Energy Fuels presentation.

Statement of Operations reclassifications

Table 7.8: Reconciliation of Ara VAC IE Aggregator Historical Operations for Reclassification Adjustments for the twelve months ended 31 December 2025

The reclassification adjustments to conform Ara VAC IE Aggregator’s historical statement of operations presentation to that of Energy Fuels have no material impact on net loss for the twelve months ended 31 December 2025 and are summarised in the table below.

Ara VAC IE Aggregator Financial

Statement Line

Historical

Amount

Reclassification

Explanatory

Notes

Historical

Amounts

Reclassified

Energy Fuels

Financial Statement

Line

U.S. $000s

Revenue

367,504

Revenues

Cost of sales

(392,419

)

29,467

[1]

(362,952

)

Costs applicable to revenues

Gross Profit

(24,915

)

29,467

4,552

Gross Profit

Distribution expenses

(20,112

)

477

[1]

(additional adj. for above row)

19,635

[5]

Administrative expenses

(26,250

)

6,318

[1]

(additional adj. for above row)

19,932

[5]

Research and development expenses

(8,093

)

3,278

[1]

(additional adj. for above row)

4,815

[5]

Other income

13,152

(13,152

)

[2]

Other expense

(8,270

)

8,270

[2]

(39,540

)

[1]

(39,540

)

Exploration, development and processing

Ara VAC IE Aggregator Financial

Statement Line

Historical

Amount

Reclassification

Explanatory

Notes

Historical

Amounts

Reclassified

Energy Fuels

Financial Statement

Line

U.S. $000s

(44,382

)

[5]

(44,382

)

Selling, general and administration

Operating loss

(74,488

)

(4,882

)

(79,370

)

Operating loss

Finance income

3,402

(3,402

)

[3]

Finance expenses

(66,191

)

66,191

[4]

(66,191

)

[4]

(66,191

)

Interest expense

(8,270

)

[2]

(8,270

)

Gain on sale of asset

13,152

[2]

16,554

Other income (loss)

3,402

[3]

(included w/ row above)

Loss before tax

(137,277

)

(137,277

)

Loss before tax

Income taxes

37,950

Loss after tax

(99,327

)

(99,327

)

Loss after tax

Attributable to:

Loss attributable to non-controlling interest

(10,368

)

(10,368

)

Net loss attributable to non-controlling interest

Loss attributable to equity holders of the parent

(88,959

)

(88,959

)

Net income (loss) attributable to Energy Fuels Inc.

(99,327

)

(99,327

)

Exchange differences on translation of foreign operations

(11,333

)

(11,333

)

Foreign currency translation adjustment

Net loss on cash flow hedges

(5,939

)

(5,939

)

Net gain (loss) on cash flow hedges

Remeasurement gain on defined benefit plans

8,588

Remeasurements of net defined benefit plan

Other comprehensive loss, net of tax

(8,684

)

(8,684

)

Other comprehensive income (loss)

Total comprehensive loss, net of tax

(108,011

)

(108,011

)

Total comprehensive loss, net of tax

Attributable to:

Equity holders of the parent

(98,274

)

(98,274

)

Comprehensive loss attributed to Energy Fuels Inc.

Non-controlling interests

(9,737

)

(9,737

)

Comprehensive loss attributed to non-controlling interests

(108,011

)

(108,011

)

[1] Amortization of intangible assets included within Cost of sales US$29.467M, along with depreciation within Distribution Expenses US$0.477M, Administrative Expenses US$6.318M, and Research and development expenses US$3.278M financial statement lines have been reclassified to the Exploration, development and processing expense financial statement line in order to conform with Energy Fuels' Statement of Operations and Comprehensive Income (Loss) presentation.

[2] Other Expense US$8.270M has been reclassified to gain/loss in sale of assets, and Other Income (US$13.152M) has been reclassed to Other Income (Loss), in order to conform with Energy Fuels' Statement of Operations and Comprehensive Income (Loss) presentation.

[3] Finance Income (US$3.402M) has been reclassed to Other Income (Loss), in order to conform with Energy Fuels' Statement of Operations and Comprehensive Income (Loss) presentation.

[4] Finance Expense US$66.191M has been reclassed to a new Interest Expense Line to conform with Energy Fuel's Statement of Operations and Comprehensive Income (Loss) presentation.

[5] Distribution Expenses US$19.635M, Administrative Expenses US$19.932M, and Research & Development Expenses US$4.815M have been reclassed to Selling, General and Administration, in order to conform with Energy Fuels' Statement of Operations and Comprehensive Income (Loss) presentation.

(iv) Note 4 - IFRS to U.S. GAAP Adjustments

For the purposes of the Enlarged Combined Company Pro Forma Historical Financial Information, the historical financial information of Ara VAC IE Aggregator has been converted from IFRS to U.S. GAAP, applying Energy Fuels’ accounting policies for material accounting policy differences. During the preparation of the Enlarged Combined Company Pro Forma Historical Financial Information, management performed a preliminary analysis of Ara VAC IE Aggregator’s historical financial information to identify differences in accounting policies as compared to those of Energy Fuels and differences in financial statement presentation as compared to the presentation of Energy Fuels. Adjustments for the Enlarged Combined Company Group Pro Forma Historical Balance Sheet of Energy Fuels, ASM, and Ara VAC IE Aggregator are based on Ara VAC IE Aggregator’s historical consolidated balance sheet as at 31 December 2025 and adjustments for the Enlarged Combined Company Pro Forma Historical Statements of Operations and Comprehensive Income (Loss) for Energy Fuels, ASM, and Ara VAC IE Aggregator are based on Ara VAC IE Aggregator’s historical consolidated statements of operations for the 12 months ended 31 December 2025. With the information currently available, Energy Fuels has determined there are certain accounting policy differences which have been adjusted for, as summarised below.

(i) Ara VAC IE Aggregator reversed an impairment loss in FY24 related to a trademark and patents under the IFRS framework, following indicators of recovery where the recoverable amount significantly exceeded the carrying amount. Under U.S. GAAP, the reversal of previously recognised impairment losses for long-lived assets is prohibited. Therefore, the FY24 impairment reversal must be eliminated, and the related amortization expense that was derecognized upon reversal must be reinstated.

Balance Sheet Impact: Adjustments were made to reduce intellectual property by US$0.468 million, with offsetting increases to the accumulated deficit of US$0.290 million, increases to deferred tax assets of US$0.144 million, and decreases to noncontrolling interests of US$0.033 million.

Statement of Operations Impact: Adjustments of US$0.075 million were made to decrease Cost of Sales, along with adjustments to increase Income Tax expense by US$0.011 million. Of the total increase to net income of US$0.064 million, US$0.006 million was attributed to noncontrolling interests.

(ii) Ara VAC IE Aggregator capitalises development costs related to the application of research findings or other knowledge to a clearly defined plan or design for the production of new or substantially improved products, processes, technologies or systems prior to commercial production or use when certain criteria are met under the IFRS framework. Under U.S. GAAP, such expenditures generally do not meet the alternative future use criterion and should be expensed as incurred.

Balance Sheet Impact: Adjustments of US$55.968 million recognised as a decrease to property, plant and equipment, with offsetting increases to the accumulated deficit of US$34.780 million, increases to current deferred tax assets of US$17.280 million, and decreases to noncontrolling interests of US$3.908 million have been recorded related to amounts that were capitalised in the Ara VAC IE Aggregator Historical Balance Sheet in the period ended 31 December 2025. These adjustments relate to amounts capitalised in the current and prior periods.

Statement of Operations Impact: Development and processing expenses were reduced by US$3.250 million, with a corresponding increase in income tax expense of US$1.004 million, to recognize expense for assets capitalized in the current year and remove amortisation expense of amounts previously capitalised. Of the total increase to net income of US$2.246 million, US$0.227 million was attributed to noncontrolling interests.

(iii) Ara VAC IE Aggregator accounts for all leases as finance leases under IFRS. Under U.S. GAAP, leases are evaluated as finance or operating leases under ASC 842. Lease agreements were reclassified between finance and operating leases on a lease-by-lease basis, in order to conform to proper lease presentation under U.S. GAAP.

Balance Sheet Impact: Adjustments of US$3.688 million to increase operating lease right of use assets and US$3.248 million to decrease finance lease right of use assets have been recorded for the right of use asset reclassification. Adjustments of US$2.170 million and US$1.521 million were recorded to increase current operating lease liabilities and noncurrent operating lease liabilities, respectively, with adjustments of US$2.590 million and US$1.102 million to decrease the short-term finance lease liabilities and long-term finance lease liabilities, respectively. Additionally, as a result of the remeasurement and reclassifications, retained earnings and noncontrolling interest increased by US$0.270 million and US$0.035 million, respectively, with an accompanying decrease in current deferred tax assets of US$0.132 million.

Statement of Operations Impact: Adjustments of US$0.196 million and US$0.237 million were recorded to decrease finance expenses and administrative expenses, respectively, for the reclassification of leases. An adjustment of US$0.127 million to increase Income Tax expense was recorded to account for the tax impact of the decreased finance and administrative expenses. Of the total increase to net income of US$0.306 million, US$0.034 million was attributed to noncontrolling interests.

(iv) For debt issued by a European entity within VAC's group in 2023, an interest rate floor and optional prepayment feature were identified which under IFRS 9 required bifurcation as embedded derivatives and recording the features at fair value each reporting period, with the changes in fair value recorded through profit and loss. These features did not require bifurcation as embedded derivatives under ASC 815 for US GAAP.

Balance Sheet Impact: As the embedded features not requiring bifurcation under US GAAP were in an asset position, adjustments were made as at 31 December 2025 to reduce other assets (non-current) by US$6.350 million, borrowings (non-current) by US$5.043 million, and noncontrolling interests by US$0.091 million, and increase the accumulated deficit and deferred tax assets (current) by US$0.812 million and US$0.404 million, respectively. Further, given that such reductions in the derivative asset moved the balance to a liability position, the remaining other asset (non-current) which was in a liability position after also considering the adjustment below for the VAC U.S. entity, was reclassified from other assets (non-current) to borrowings (non-current) in the amount of $1.549 million.

Statement of Operations Impact: Due to removal of mark-to-mark adjustments on the embedded derivatives identified for IFRS purposes, interest expenses and income tax benefits for the year ended 31 December 2025 decreased by US$7.272 million and US$2.245 million, respectively. Of the net increase to income of US$5.027 million, US$0.508 million was attributed to noncontrolling interests.

(v) For debt issued by VAC's U.S. entity in 2024, features were identified which under IFRS 9 required bifurcation as embedded derivatives and recording the features at fair value each reporting period, with the changes in fair value recorded through profit and loss. Such features did not require bifurcation as embedded derivatives under ASC 815 for US GAAP. Additionally, under IFRS, the associated issuance costs for the debt were recorded as a deferred asset, with subsequent reductions of the asset and increases in debt as additional funds were drawn and for amortisation of such costs, rather than as a reduction of the carrying value of the related debt as under US GAAP.

Balance Sheet Impact: As the valuation of the embedded derivatives resulted in an asset position under IFRS, adjustments were made as at 31 December 2025 to reduce other financial assets by US$12.899 million, deferred tax assets by US$0.538 million, borrowings (non-current) by US$13.588 million, and accumulated deficit by US$0.152 million.

Statement of Operations Impact: Due to removal of mark-to-mark adjustments on the embedded derivatives identified for IFRS purposes, along with differences in amortisation expense of the deferred issuance costs, interest expenses and income tax expenses for the year ended 31 December 2025 decreased by US$0.720 million and US$0.184 million, respectively.

For IFRS purposes, Ara VAC IE Aggregator classifies certain indirect labour costs, utilities, and maintenance expenses for its U.S. entity within cost of sales. In order to align statement of operation activity for the U.S. entity with U.S. GAAP presentation, such amounts were removed from cost of sales and reclassified into administrative expenses and other expenses.

Balance Sheet Impact: None.

Statement of Operations Impact: Cost of sales were reduced by US$37.075 million with a corresponding increase in administrative expenses and other expenses of US$24.540 million and US$12.535 million, respectively.

Material adjustments have been made to reflect Ara VAC IE Aggregator’s historical consolidated financial information on a U.S. GAAP basis for the purposes of the Enlarged Combined Company Pro Forma Historical Financial Information and to align Ara VAC IE Aggregator’s significant accounting policies under IFRS to Energy Fuels’ significant accounting policies under U.S. GAAP. As at the date of this Supplementary Scheme Booklet, Energy Fuels has not identified all adjustments necessary to convert Ara VAC IE Aggregator’s historical consolidated financial information prepared in accordance with IFRS to U.S. GAAP and to conform Ara VAC IE Aggregator’s accounting policies to Energy Fuels’ accounting policies.

(v) Note 5 - VAC Merger adjustments

In connection with the pending VAC Merger, various financing related transactions have occurred (in whole or in part) or are planned to occur. A summary of such financing-related adjustments is shown below.

Expected transaction costs of approximately US$32.0 million incurred by Energy Fuels in connection with the VAC Merger, primarily comprised of investment banking fees, legal fees, issuance costs, accounting fees, and other related advisory costs.

As a result of change in control provisions on debt held by European components of Ara VAC IE Aggregator, short term debt was reduced by US$27.265 million, long term debt was reduced by US$192.421 million and cash was reduced by US$219.686 million. To fund the debt repayment, Energy Fuels drew on new debt, which after considering deferred issuance costs, which were offset by a decrease in cash of US$7.500 million, resulted in increases in cash of US$250.00 million, short term debt of US$25.000 million, and long term debt of US$200.000 million.

Energy Fuels sold marketable securities for cash, in order to fund the cash purchase price paid to the former owner of VAC in the amount of US$718.000 million.

(vi) Note 6 - Purchase consideration and preliminary allocation

The VAC Merger is expected to be accounted for using the acquisition method of accounting as prescribed in Accounting Standards Codification 805, Business Combinations, (ASC 805), under U.S. GAAP, which requires an allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values as at the date of the VAC Merger. As at the date of this Supplementary Scheme Booklet, Energy Fuels has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of VAC's assets to be acquired and liabilities to be assumed and the related allocations of purchase price.

A final determination of the fair value of VAC's assets and liabilities, including intellectual property and property, plant and equipment, will be based on the actual intellectual property and property, plant and equipment of VAC that exist as at the closing date of the VAC Merger and, therefore, cannot be made prior to the implementation of the Scheme. In addition, the value of the purchase consideration to be paid by Energy Fuels upon Closing of the VAC Merger will be determined based on the closing price of Energy Fuels' Shares on the Closing Date.

As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of preparing the Enlarged Combined Company Group Pro Forma Historical Financial Information presented herein.

Until the VAC Merger is Closed, both VAC and Energy Fuels are limited in their ability to share certain information. Upon Closing of the VAC Merger, a final determination of the fair value of VAC's assets and liabilities will be performed. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the Enlarged Combined Company Pro Forma Historical Financial Information. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.

On a preliminary basis, long-term deferred taxes of US$14.264 million associated with differences in book and tax basis were not considered more likely than not to be realized and thus, were treated as a reduction in net assets acquired below.

Calculation of the purchase consideration

The following summarises the preliminary calculation of the purchase consideration transferred as if the Schemes had been completed on 6 July 2026, based upon the number of outstanding shares on 6 July 2026 and shares to be issued.

Share consideration

Amount

(US $000s)

Common shares of Energy Fuels to be issued (21.5M shares, subject to value protection at US$20.93 per share)

296,058

Other common equity of Energy Fuels to be issued (44.353M shares, not subject to value protection)

610,741

Preferred shares of Energy Fuels to be issued (i)

135,000

Total value of shares issued

1,041,799

VAC debt and accrued interest repaid upon change in control

219,686

Cash paid to owner of VAC

718,000

Total cash consideration

937,686

Total preliminary purchase consideration

1,979,485

i. As a result of the Company's share price of US$13.77 as at 6 July 2026, such price would trigger the issuance of the maximum US$135.000 million in preferred shares per the associated VAC Merger Agreement, based on the value of the common share consideration subject to value protection.

Preliminary aggregate transaction consideration allocation

The following table summarizes the preliminary aggregate transaction consideration allocation, as if the VAC Merger has been completed immediately prior to 1 January 2025:

Table 7.9: Preliminary aggregate transaction consideration allocation

Preliminary purchase price allocation

Fair value

(US $000s)

Cash and cash equivalents

18,308

Restricted cash

3,466

Trade and other receivables, net of allowance for credit losses

35,714

Inventories

118,931

Deferred tax assets - current

102,201

Prepaid expenses and other current assets

1,346

Property, plant and equipment, net

652,074

Intellectual property, net

391,329

Deferred tax assets - non-current

1,733

Other assets

17,700

Accounts payable and accrued liabilities

(53,058

)

Borrowings - current

(15,995

)

Deferred Revenue

(25,326

)

Preliminary purchase price allocation

Fair value

(US $000s)

Employee benefit obligations - current

(17,050

)

Other current liabilities

(10,647

)

Borrowings - non-current

(292,241

)

Deferred tax liabilities - non-current

(148,753

)

Uncertain tax positions

(15,245

)

Employee benefit obligations - non-current

(150,287

)

Other non-current liabilities

(3,385

)

Total preliminary fair value

610,815

Total preliminary purchase price consideration

1,979,485

Preliminary goodwill and intangible assets

1,368,670

I. Inventories

The net increase in Inventories of US $5.535 million represents the change from Ara VAC IE Aggregator’s historical book value to preliminary estimated fair value as follows:

(US $000s)

Fair value of inventories acquired

118,931

Less: Book value of Ara VAC IE Aggregator’s historical inventories

(113,396

)

Pro forma net adjustment to Inventories

5,535

II. Property, plant and equipment, net

The net increase in Property, plant and equipment of US $140.120 million represents the change from Ara VAC IE Aggregator’s historical net book value to preliminary estimated fair value as follows:

(US $000s)

Fair value of property, plant and equipment acquired

646,358

Less: Carrying value of Ara VAC IE Aggregator’s historical property, plant and equipment

(506,238

)

Pro forma net adjustment to property, plant and equipment

140,120

III. Intellectual Property, net

The net increase in Intellectual property, net of US $3.348 million represents the change from Ara VAC IE Aggregator’s historical net book value to preliminary estimated fair value as follows:

(US $000s)

Fair value of intellectual property acquired

391,329

Less: Carrying value of Ara VAC IE Aggregator’s intellectual property

(387,981

)

Pro forma net adjustment to intellectual property

3,348

IV. Goodwill and intangible assets

Represents an increase of US $1,368.670 million which was calculated as the excess of the estimated preliminary purchase price consideration of US $1,979.485 million over the US $610.815 million of net assets acquired.

V. Deferred tax liability

The net increase in deferred tax liabilities (DTL) of US $43.744 million reflects a step-up in book basis of inventories, property, plant and equipment, and intellectual properties in connection with the preliminary purchase price allocation. Such increase in DTL is offset by an increase in goodwill, as a result of the increase in liabilities assumed. Due to the increase in fair value of the property, plant and equipment, additional depreciation expense of US$20.971 million was recognized, which resulted in additional tax benefits of US$6.157 million.

Additionally, Deferred tax assets related to Net-Operating Losses of US $14.264 million were written off in connection with the transaction, given that the German tax loss carry forwards are not expected to survive the transaction. Preliminary deferred taxes have been estimated based on the above assumptions. These assumptions could change depending on pre- and post-acquisition activities, geographical mix of income, changes in tax law, as well as the final determination of the fair value of the identifiable assets and liabilities and the associated impact of potential push-down accounting elections.

(f) Pro forma Enlarged Combined Company basic and diluted earnings per share

Pro forma Enlarged Combined Company group basic and diluted earnings per share are presented below. The pro forma basic and diluted weighted average shares outstanding are a combination of historic weighted average shares of Energy Fuels Shares and the incremental Energy Fuels Shares to be issued to VAC shareholders pursuant to the VAC Merger as well as to ASM Shareholders pursuant to the Share Scheme based on the Scheme Exchange Ratio. In connection with, but separate to, the Transaction, certain ASM option holders will receive a cash settlement for each option held. At this time, Energy Fuels' management has completed a preliminary analysis to determine that there will be no further dilutive impacts to the weighted average shares in issue arising from the Transaction and the VAC Merger.

The pro forma weighted average shares calculations have been performed for the year ended 31 December 2025 using the historical weighted average shares outstanding and the issuance of additional shares in connection with the VAC Merger and the Transaction, assuming they each occurred immediately prior to 1 January 2025. As the VAC Merger and the Transaction are reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for both basic and diluted income per share assumes that the shares issuable relating to the VAC Merger and the Transaction have been outstanding for the entire periods presented.

The pro forma basic and diluted earnings per share and weighted average shares outstanding are as follows:

Pro forma net loss per share-basic and diluted

(in thousands except share and per share amounts)

For the Year Ended

31 December 2025

Numerator

Pro forma net loss attributed to Energy Fuels

(204,312

)

Dividends on preferred shares(i)

(16,384

)

Net earnings allocated to common stock

(220,696

)

Denominator

Energy Fuels historic weighted average shares of common stock outstanding, inclusive of shares to be issued for the Transaction - basic (ii)

239,536,535

Energy fuels shares to be issued to VAC stockholders for the VAC Merger (iii)

65,853,000

Pro forma weighted average shares of common stock outstanding – basic

305,389,535

Pro forma basic net loss per share (US$)

(0.72

)

Pro forma weighted average shares of common stock outstanding - diluted

305,389,535

Pro forma diluted net loss per share (US$)

(0.72

)

i. As a result of preferred shares issued by Energy Fuels in conjunction with the transaction, which earn a cash dividend of 6% of the original issue price per year and earn a paid in kind dividend of 6%, compounded quarterly, net income attributable to common shareholders is adjusted by the sum of these preferred dividend amounts

ii. Weighted average number of Energy Fuels shares issued and outstanding as at 31 December 2025, from Energy Fuels Form 10-K for year ended 31 December 2025 (224,724,000) plus shares to be issued for the Transaction (14,812,535).

iii. Incremental shares issued to VAC stockholders.

8. ADDITIONAL INFORMATION

8.1 ASM capital structure

As at Tuesday, 30 June 2026, the capital structure of ASM was:

Type of security

Number on issue

ASM Shares

271,730,693

ASM Options

14,339,698

ASM Performance Rights

7,751,116

8.2 Enlarged Combined Company capital structure

Set out below are tables that show pro forma capitalization tables for Energy Fuels assuming, in the first table, that the Transaction is implemented, but the VAC Merger is not, and in the second table, that both the Transaction and the VAC Merger are completed. The tables are based on the current number of outstanding Energy Fuels Shares of 249,961,163 and that no additional shares are issued prior to closing of the Transaction other than the shares issuable as consideration for the Transaction and the VAC Merger.

8.3 Treatment of ASM Performance Rights

Section 10.3 of the Scheme Booklet sets out information regarding the treatment of ASM Performance Rights in connection with the Schemes. Due to the revised timetable for the Schemes and the postponed Share Scheme Meeting, the number of ASM Performance Rights expected to vest and be exercised on approval of the Share Scheme at the Share Scheme Meeting, and the number of ASM Performance Rights expected to vest and be exercised conditional on the Share Scheme becoming Effective, will differ from the numbers disclosed in the Scheme Booklet.

As at the date of this Scheme Booklet, ASM had 7,751,116 ASM Performance Rights on issue, comprising 107,365 vested but unexercised ASM Performance Rights and 7,643,751 unvested ASM Performance Rights.

As a result, it is anticipated that 5,795,098 ASM Performance Rights will vest (if applicable) and be exercised on the date the Share Scheme is approved at the Share Scheme Meeting.

In respect of the remaining proportion of unvested ASM Performance Rights (being the proportion of unvested ASM Performance Rights in respect of which the performance period will not have elapsed on the date of the Share Scheme Meeting), in accordance with the discretion exercised by the ASM Board as disclosed in the Scheme Booklet, 100% of those ASM Performance Rights will vest and be deemed to have been exercised, conditional on the Share Scheme becoming Effective. It is anticipated that 1,956,018 ASM Performance Rights will vest and be exercised on this basis, and those ASM Performance Rights will therefore also be converted to ASM Shares prior to the Scheme Record Date.

8.4 ASM Performance Rights held by Rowena Smith

Section 10.3(c) of the Scheme Booklet sets out details of the ASM Performance Rights held by ASM Directors, including Rowena Smith, Managing Director and Chief Executive Officer of ASM. As at the date of this Scheme Booklet, Ms Smith held 27,357 vested but unexercised ASM Performance Rights and 2,768,367 unvested ASM Performance Rights, valued at approximately A$3,396,805 based on the ASM Share price as at 30 June 2026. No other ASM Directors hold ASM Performance Rights.

Due to the revised timetable for the Schemes and the postponed Share Scheme Meeting, the number of ASM Performance Rights held by Ms Smith that are expected to vest and be exercised on approval of the Share Scheme at the Share Scheme Meeting, and the number of ASM Performance Rights that are expected to vest and be exercised conditional on the Share Scheme becoming Effective, will differ from the numbers disclosed in the Scheme Booklet.

If the Share Scheme is approved by the ASM Shareholders at the Share Scheme Meeting, Ms Smith will be entitled to receive up to 2,128,129 ASM Shares in relation to:

the vested and unexercised ASM Performance Rights held by Ms Smith; and

that proportion (expressed as a percentage) of unvested ASM Performance Rights held by Ms Smith in respect of which the performance period of those ASM Performance Rights will have elapsed as at the date of the Share Scheme Meeting.

In addition, in respect of the remaining proportion of unvested ASM Performance Rights held by Ms Smith, if the Share Scheme becomes Effective, Ms Smith will be entitled to receive 667,595 ASM Shares in connection with the accelerated vesting of that remaining proportion of ASM Performance Rights, in accordance with the exercise of the ASM Board's discretion described in section 8.3 above.

8.5 Consents to be named and related disclosures

(a) Consents

This Supplementary Scheme Booklet contains statements made by, or statements said to be based on statements made by:

Energy Fuels in respect of the Supplementary Energy Fuels Information only;

BDO Corporate Finance as the Independent Expert; and

SRK Consulting (Australasia) Pty Ltd as the Independent Technical Specialist.

Each of Energy Fuels, BDO Corporate Finance, SRK Consulting (Australasia) Pty Ltd has consented to the inclusion of each statement it has made in the form and context in which the statements appear and has not withdrawn that consent at the date of this Supplementary Scheme Booklet.

The following parties have given and have not, before the date of this Supplementary Scheme Booklet, withdrawn their consent to be named in this Supplementary Scheme Booklet in the form and context in which they are named:

MA Moelis Australia and Moelis & Company LLC, as financial adviser to ASM;

Allen Overy Shearman Sterling, as legal adviser to ASM;

Automic, as the ASM Registry;

KPMG LLP, as the Independent Registered Public Accounting Firm for Energy Fuels;

Vacuumschmelze GmbH & Co. KG as member of the Enlarged Combined Company; and

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, as Independent Registered Public Accounting Firm for Ara VAC IE Aggregator.

(b) Disclosures and responsibility

Each person named in section 8.5(a):

has not authorised or caused the issue of this Supplementary Scheme Booklet;

does not make, or purport to make, any statement in this Supplementary Scheme Booklet or any statement on which a statement in this Supplementary Scheme Booklet is based, other than:

(i) Energy Fuels in respect of the Supplementary Energy Fuels Information only;

(ii) BDO Corporate Finance in relation to its Summary Letter and Replacement Independent Expert's Report; and

(iii) SRK Consulting (Australasia) Pty Ltd as the Independent Technical Specialist,

to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of the Supplementary Scheme Booklet other than a reference to its name and the statement (if any) included in this Supplementary Scheme Booklet with the consent of that party as specified in this section 8.5.

The total expected transaction costs to be incurred by ASM if the Schemes are implemented is unchanged from the figure set out in section 10.8(c) of the Scheme Booklet.

However, as at the date of this Supplementary Scheme Booklet, if the Share Scheme is not implemented on the basis ASM Shareholders do not approve the Share Scheme at the Share Scheme Meeting, ASM now expects to pay approximately $5.1 million, in aggregate (including GST, which is assumed to not be deductible), in transaction costs.

8.6 No other material information

Except as disclosed elsewhere in the Scheme Booklet or this Supplementary Scheme Booklet, so far as the ASM Directors are aware, there is no other information that is:

material to the making of a decision by an ASM Securityholder whether to vote in favour of the Schemes; and

known to any ASM Director at the date of this Supplementary Scheme Booklet,

which has not been previously disclosed to ASM Securityholders.

8.7 Supplementary disclosure

ASM will issue a further supplementary document if it becomes aware of any of the following between the date of this Supplementary Scheme Booklet and the Second Court Date:

a material statement in this Supplementary Scheme Booklet or the Scheme Booklet is false or misleading in a material respect;

a material omission from this Supplementary Scheme Booklet or the Scheme Booklet;

a significant change affecting a matter included in this Supplementary Scheme Booklet or the Scheme Booklet; or

a significant new matter has arisen and it would have been required to be included in this Supplementary Scheme Booklet or the Scheme Booklet if it had arisen before the date of this Supplementary Scheme Booklet or the date of the Scheme Booklet, as applicable.

Depending on the nature and timing of the changed circumstances, and subject to obtaining any relevant approvals, ASM may circulate and publish any further supplementary document by:

making an announcement to the ASX;

placing an advertisement in a prominently published newspaper which is circulated generally throughout Australia;

posting the supplementary document to ASM Securityholders at their address shown on the ASM Share Register or ASM Options Register; and/or

posting a statement on ASM's website at https://asm-au.com/,

as ASM, in its absolute discretion, considers appropriate.

9. GLOSSARY

9.1 Definitions

The following defined terms used throughout this Supplementary Scheme Booklet have the meaning set out below unless the context otherwise requires. Capitalised terms not defined in this Supplementary Scheme Booklet have the meaning given to them in the Scheme Booklet.

Acquired Companies

The Acquired TopCos and their respective direct and indirect subsidiaries.

Acquired TopCos

Ara VAC US TopCo and Ara VAC Dutch TopCo.

Acquired TopCo Equityholders

Ara VAC IE Aggregator, Blocker, and Ara HoldCo.

Annex

An annex to this Supplementary Scheme Booklet.

Ara EF Share Recipients

Has the meaning given in section 4.2(f).

Ara HoldCo

Ara VAC Holdings, Ltd., a limited company organized under the laws of Ireland.

Ara Lead EF Share Recipient

Ara VAC IE Aggregator.

Ara Parties

Ara HoldCo, Blocker, Ara Lead EF Share Recipient and (before the Closing) the Acquired TopCos.

Ara VAC Dutch TopCo

VAC Group B.V., a private limited company organized under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 42036655.

Ara VAC IE Aggregator

Ara VAC IE Aggregator, LP, a limited partnership organized under the laws of Ireland.

Ara VAC US TopCo

Ara VAC TOPCO US LLC, a limited liability company organized under the laws of Delaware.

Blocker

Ara VAC Blocker, SLP, a separate limited partnership organized under the laws of Jersey.

Board Nomination Right

Has the meaning given in section 4.2(g).

Closing

Has the meaning given in section 4.2.

Closing Date

The date on which Closing occurs.

Commitment Letter

The commitment letter between Energy Fuels and Goldman Sachs Bank USA in connection to the Senior Secured Term Loan facility.

Conditional OSC Financing

Energy Fuels’ conditional US$725 million, 20-year loan commitment from the OSC to finance the planned expansion of the White Mesa Mill and development of a planned rare earth metals and alloys facility in the United States, as announced in the Energy Fuels Financing Announcement.

DTL

Deferred tax liabilities.

Dutch Merger Sub

A private limited company to be organized under the laws of the Netherlands, to have its official seat in Amsterdam, the Netherlands and to be registered with the Dutch trade register.

Election Date

The latest time and date by which the ASM Registry must receive a validly completed Election Form from Eligible Scheme Shareholders who wish to elect to receive New Energy Fuels Shares (rather than receive New Energy Fuels CDIs by default) or to withdraw a previous Election made, being 5.00pm (AWST) on Wednesday, 19 August 2026, or such other time as Energy Fuels and ASM agree in writing.

Energy Fuels Financing Announcement

The press release published by Energy Fuels on 18 June 2026 (Eastern Time) in relation to the Conditional OSC Financing.

Energy Fuels Transaction Announcement

The press release published by Energy Fuels on 23 June 2026 (Eastern time) announcing that Energy Fuels had entered into a definitive agreement to acquire 100% of VAC.

Energy Fuels Updates

The Conditional OSC Financing, VAC Merger and Senior Secured Term Loan Facility.

Enlarged Combined Company

The combination of the Energy Fuels Group, the ASM Group and VAC following the implementation of the Schemes and the VAC Merger.

Enlarged Combined Company Pro Forma Historical Balance Sheet of Energy Fuels, ASM, and Ara VAC IE Aggregator

The Enlarged Combined Company pro forma historical balance sheet as at 31 December 2025.

Enlarged Combined Company Pro Forma Historical Financial Information of Energy Fuels, ASM, and Ara VAC IE Aggregator

The Enlarged Combined Company pro forma historical financial information, which consists of the Enlarged Combined Company Pro Forma Historical Balance Sheet of Energy Fuels, ASM, and Ara VAC IE Aggregator and the Enlarged Combined Company Pro Forma Historical Statement of Operations and Comprehensive Income (Loss) of Energy Fuels, ASM, and Ara VAC IE Aggregator.

Enlarged Combined Company Pro Forma Historical Statement of Operations and Comprehensive Income (Loss) of Energy Fuels, ASM, and Ara VAC IE Aggregator

The Enlarged Combined Company pro forma historical statement of operations for the year ended 31 December 2025.

Escrow Agreement

Has the meaning given in section 4.2.

HSR Act

The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Independent Director Veto Right

Has the meaning given in section 4.2(g).

Investors' Rights Agreement

Has the meaning given in section 4.2(g).

Lock-Up Shares

Has the meaning given in section 4.2(f).

Merger Agreement

Has the meaning given in section 4.2.

Merger Sub HoldCo

A Canadian unlimited liability corporation to be formed prior to Closing under the laws of a province of Canada determined by Parent, acting reasonably.

Merger Subs

US Merger Sub I together with US Merger Sub II and Dutch Merger Sub.

OSC

The U.S. Office of Strategic Capital.

Parent Parties

The Merger Subs, collectively with Energy Fuels, Merger Sub HoldCo and US Merger Sub HoldCo.

Replacement Independent Expert's Report

The replacement report of the Independent Expert in relation to the Schemes as set out in Annex 1 of this Supplementary Scheme Booklet.

Replacement Independent Specialist Report

The replacement report in Appendix 5 of the Replacement Independent Expert's Report.

Scheme Booklet

The document dated 18 May 2026 being the explanatory statement in respect of the Schemes, which has been prepared in accordance with section 412 of the Corporations Act.

Senior Secured Term Loan Facility

Energy Fuels' conditional commitment for a US$ 250 million senior secured term loan facility received from Goldman Sachs Bank USA.

Summary Letter

The summary letter issued by the Independent Expert in relation to the Replacement Independent Expert's Report as set out in Annex 1 of this Supplementary Scheme Booklet.

Supplementary ASM Information

The information in this Supplementary Scheme Booklet, including any information which amends, replaces or supplements any ASM Information in the Scheme Booklet, other than the Supplementary Energy Fuels Information, the Summary Letter, the Replacement Independent Expert's Report and the Replacement Independent Specialist Report.

Supplementary Energy Fuels Information

Information regarding the Energy Fuels Group, the Enlarged Combined Company, the business of the Energy Fuels Group and Enlarged Combined Company expressly provided by or on behalf of Energy Fuels to ASM in writing for inclusion in this Supplementary Scheme Booklet, being the following sections or parts thereof:

(a) the answers to the following questions in section 2:

(i) What is the Conditional OSC Financing?;

(ii) What is the VAC Merger?; and

(iii) What is the Senior Secured Term Loan Facility?;

(b) section 4;

(d) section 6;

(e) section 7; and

(f) section 8.2.

For the avoidance of doubt, the Supplementary Energy Fuels Information excludes the Supplementary ASM Information, the Summary Letter, the Replacement Independent Expert's Report and the Replacement Independent Specialist Report.

Supplementary Scheme Booklet

This document, including its Annexes.

Transaction

The acquisition of the Scheme Shares by Energy Fuels through implementation of the Scheme in accordance with the terms of the Scheme Implementation Deed.

US Merger Sub HoldCo

Energy Fuels Holdings Corp., a Delaware corporation.

US Merger Sub I

A Delaware corporation to be formed.

US Merger Sub II

A Delaware limited liability company to be formed.

VAC

Ara VAC Dutch TopCo, Ara VAC US TopCo and their respective consolidated subsidiaries.

VAC Merger

Energy Fuels' proposed acquisition of 100% of VAC from Ara Partners for total cash-and-stock consideration of approximately US$1.9 billion, as announced in the Energy Fuels Transaction Announcement.

VAC Merger Cash Consideration

Has the meaning given in section 4.2.

VAC Merger Consideration

Has the meaning given in section 4.2.

VAC Merger Preferred Share Consideration

Has the meaning given in section 4.2.

VAC Merger Share Consideration

Has the meaning given in section 4.2.

9.2 Interpretation

In this Supplementary Scheme Booklet, unless expressly stated or the context otherwise appears:

(a) words and phrases have the same meaning (if any) given to them in the Corporations Act;

(b) words importing a gender include any gender;

(d) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;

(e) a reference to a section or annex is a reference to a section of and an annex to this Supplementary Scheme Booklet as relevant;

(f) a reference to any statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances, or by laws amending, varying, consolidating or replacing it and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute;

(g) headings are for convenience only and do not affect the interpretation of this Supplementary Scheme Booklet;

(h) a reference to time is a reference to time in Perth, Western Australia;

(i) a reference to $, A$ and AUD is a reference to the lawful currency of Australia; and

(j) a reference to US$, USD and U.S. cents is a reference to the lawful currency of the U.S.

ANNEX 1

SUMMARY LETTER AND REPLACEMENT INDEPENDENT EXPERT'S REPORT

Scheme Booklet

Corporate Directory

Australian Strategic Materials Limited

Level 4, 66 Kings Park Road

West Perth WA 6005

Financial Adviser

MA Moelis Australia

Level 27, Brookfield Place, 10 Carrington Street

Sydney NSW 2000

Moelis & Company LLC

New York (Global Headquarters)

399 Park Avenue,

4th Floor

New York, NY 10022

Legal Adviser

A&O Shearman

Level 12, Exchange Tower, 2 The Esplanade

Perth WA 6000

Independent Expert

BDO Corporate Finance Australia Pty Ltd

Level 9, Mia Yellagonga Tower, 5 Spring Street

Perth WA 6000

Independent Technical Specialist

SRK Consulting (Australasia) Pty Ltd

Level 3, 18-32 Parliament Place

West Perth WA 6005

ASM Registry

Automic Pty Ltd

Level 5, 191 St Georges Terrace

Perth WA 6000

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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