Separation and release deed Between Tim Carstens of __________________________________________
Between ▇▇▇ ▇▇▇▇▇▇▇▇ of __________________________________________
And Base Resources Limited (ABN 88 125 546 910) of ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Base Resources)
And Energy Fuels Inc. of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (Energy Fuels)
Background
A ▇▇ ▇▇▇▇▇▇▇▇ has been employed by Base Resources in the position of Managing Director (Employment). ▇▇ ▇▇▇▇▇▇▇▇ has also held the title of Executive Vice President, Heavy Mineral Sands Operations of Energy Fuels.
B Base Resources is an indirect wholly owned subsidiary of Energy Fuels.
C ▇▇ ▇▇▇▇▇▇▇▇ is employed under an employment agreement with Base Resources dated 6 May 2008 (Contract), which was varied by agreement on 26 June 2008 and 19 October 2009.
D During the Employment, ▇▇ ▇▇▇▇▇▇▇▇ participated in the Energy Fuels Executive Short Term Incentive Plan (STIP) and Energy Fuels Executive Long-Term Incentive Plan (LTIP) (together, the Energy Fuels Plans).
E Following the acquisition of Base Resources by Energy Fuels in October 2024, Base Resources and its shareholders have undertaken a review of Base Resources' operations and have decided that, for genuine operational reasons, Base Resources no longer requires the role performed by ▇▇ ▇▇▇▇▇▇▇▇ to be performed by anyone (Redundancy).
F By this deed, the parties agree that ▇▇ ▇▇▇▇▇▇▇▇' employment with Base Resources will terminate by reason of redundancy effective 5.00 pm on 31 December 2025 (Termination Date), unless terminated earlier under clause 1(d) (Summary Dismissal Date). ▇▇ ▇▇▇▇▇▇▇▇ will remain employed until the Termination Date or the Summary Dismissal Date (whichever applies) (Notice Period).
G ▇▇ ▇▇▇▇▇▇▇▇ and Base Resources and Energy Fuels have reached agreement on the terms set out in this deed.
Agreed terms
Notice Period and termination of Employment
1. During the Notice Period:
(a) ▇▇ ▇▇▇▇▇▇▇▇ must comply with all duties and obligations owed to Base Resources and its related bodies corporate (as defined in the Corporations Act 2001 (Cth)) (RBC);
(b) ▇▇ ▇▇▇▇▇▇▇▇ must:
(i) act as directed by Energy Fuels' Chief Executive Officer and/or its President; and
(ii) not commence any alternative employment or act in conflict with Base Resources' interests or the interests of its RBCs;
(c) ▇▇ ▇▇▇▇▇▇▇▇ must provide any handover or other reasonable assistance if and when reasonably requested by Energy Fuels' Chief Executive Officer and/or its President, including, to the extent consistent with ▇▇ ▇▇▇▇▇▇▇▇' fiduciary duties, signing any documents or undertaking any acts within the scope of his duties as required;
(d) Base Resources retains the right to summarily dismiss ▇▇ ▇▇▇▇▇▇▇▇ for serious misconduct (as that term is defined in the Fair Work Act 2009 (Cth) if it becomes aware of new information that it considers warrants such a dismissal for serious misconduct, in which case ▇▇ ▇▇▇▇▇▇▇▇' entitlements will be limited to those set out in clause 8 but will retain his obligations under this deed;
(e) Energy Fuels' Chief Executive Officer and/or President may at any time direct ▇▇ ▇▇▇▇▇▇▇▇:
(i) not to attend for work at any or all company premises or projects;
(ii) to perform no work;
(iii) to perform designated duties whether or not these duties form part of ▇▇ ▇▇▇▇▇▇▇▇' usual role; or
(iv) to not contact any persons or entities on any matters relating to the business of Base Resources or Energy Fuels including, but not limited to, their employees, clients, customers, governmental contacts or service providers.
(f) Base Resources must continue to pay ▇▇ ▇▇▇▇▇▇▇▇ his ordinary salary in place as of the time this deed is signed, which is not eligible for further increases; and
(g) ▇▇ ▇▇▇▇▇▇▇▇' will continue to accrue annual leave and long service leave.
2. Where a direction is given under clause 1(e), ▇▇ ▇▇▇▇▇▇▇▇ may be directed to return all Company Property to Base Resources and, after ensuring that Base Resources has a copy, permanently erase all electronic copies of Company Property on ▇▇ ▇▇▇▇▇▇▇▇' personal devices.
3. ▇▇ ▇▇▇▇▇▇▇▇' Employment will terminate on the Termination Date (unless terminated earlier in accordance with clause 1(d)) and the parties agree no further steps are required to effect the termination.
Termination entitlements
4. Within 21 days of the Termination Date, on account of the Redundancy and termination of the Employment, Base Resources must pay to, or on behalf of, ▇▇ ▇▇▇▇▇▇▇▇:
(a) an amount equivalent to six months' salary in lieu of notice;
(b) an amount equivalent to 12 weeks' salary as a redundancy payment, with ▇▇ ▇▇▇▇▇▇▇▇ agreeing that this amount will be paid in lieu of the amount specified at clause 9 of the Contract;
(c) any salary and superannuation contributions that are outstanding as at the Termination Date;
(d) an amount equal to the cash bonus ▇▇ ▇▇▇▇▇▇▇▇ would have received for FY2025 (i.e. January - December 2025) under Energy Fuels' STIP calculated at "target," being 50% of his salary; and
(e) a gross sum for any unused annual leave or long service leave accrued as at the Termination Date.
5. Notwithstanding the Termination Date, the Redundancy, the termination of the Employment, or any direction that may be given pursuant to clause 1(e) all unvested Restricted Stock Units (RSUs) and Performance-Based Non-Qualified Stock Options (Performance NSOs) held by ▇▇ ▇▇▇▇▇▇▇▇ as of his last day of Employment shall not terminate or expire on the Termination Date but shall instead, pursuant to the existing approval of the Energy Fuels Board of Directors, have their termination or expiry dates waived and then amended to 31 January 2026, thereby allowing ▇▇ ▇▇▇▇▇▇▇▇' existing equity grants to vest, in part, on 27 January 2026 and 29 January 2026, respectively, according to the original terms of such grant awards (save for the waivers and amendments referred to in this clause). On 31 January 2026, all unvested RSUs and unvested Performance NSOs held by ▇▇ ▇▇▇▇▇▇▇▇ shall expire and be immediately forfeited to Energy Fuels.
6. With respect to ▇▇ ▇▇▇▇▇▇▇▇' Performance NSOs, the Board of Directors of Energy Fuels has amended ▇▇ ▇▇▇▇▇▇▇▇' post-termination exercise period such that ▇▇ ▇▇▇▇▇▇▇▇ shall have three (3) months after 29 January 2026 (being the last applicable vesting date) in which to exercise any vested Performance NSOs. Any Performance NSOs held by ▇▇ ▇▇▇▇▇▇▇▇ that are vested but not yet exercised as of market-close on the NYSE American on 29 April 2026 shall immediately expire and be cancelled and forfeited to Energy Fuels, and ▇▇ ▇▇▇▇▇▇▇▇ shall have no further rights or claims under Energy Fuels' Omnibus Plan at that time.
7. Base Resources and/or Energy Fuels on behalf of Base Resources, as appropriate, will deduct from the payments in clauses 4 and 5 (and clause 8 if applicable):
(a) all amounts it is required by law to deduct and remit for tax; and
(b) any superannuation contributions required by Base Resources to avoid a superannuation guarantee charge and remit those contributions to ▇▇ ▇▇▇▇▇▇▇▇' superannuation fund in accordance with its usual practice.
8. In the event that ▇▇ ▇▇▇▇▇▇▇▇' Employment is terminated in accordance with clause 1(d), instead of the payments and vesting entitlements provided for in clauses 4 and 5, ▇▇ ▇▇▇▇▇▇▇▇ will only be entitled to:
(a) any salary and superannuation contributions that are outstanding as at the Summary Dismissal Date;
(b) a gross sum for any unused annual leave or long service leave accrued as at the Summary Dismissal Date; and
(c) any vested rights under the Omnibus Plan that have not yet been paid out as at the Summary Dismissal Date.
Release
9. ▇▇ ▇▇▇▇▇▇▇▇ releases the Beneficiaries from all present and future claims (whether known or unknown) relating to the matters set out in the Background, the Employment, the terms of the Employment, the Contract, the Energy Fuels Plans, the Omnibus Plan, the Redundancy, the Notice Period and/or the termination of the Employment, except for claims for workers' compensation and superannuation which cannot be released under this deed, and agrees that the Beneficiaries may plead this deed as a bar to any such claims. Notwithstanding the foregoing, nothing in this deed affects ▇▇ ▇▇▇▇▇▇▇▇' existing rights under the Indemnity Agreement entered with Energy Fuels dated 3 October 2024 or the Deed of Indemnity, Insurance and Access entered with Base Resources from 2008.
Non-disparagement
10. ▇▇ ▇▇▇▇▇▇▇▇ must not make any disparaging comment, publicly or otherwise, about any of the Beneficiaries.
11. Each of Base Resources and Energy Fuels must not make any disparaging comment, publicly or otherwise, about ▇▇ ▇▇▇▇▇▇▇▇. Each of Base Resources and Energy Fuels must otherwise undertake reasonable good faith efforts to ensure that no Beneficiary makes any disparaging comment, publicly or otherwise, about ▇▇ ▇▇▇▇▇▇▇▇.
Confidentiality
12. The parties must keep this deed and the terms recorded in it strictly confidential except that they may disclose it as required by law; to enforce this deed; to obtain professional legal or accounting advice; to the Australian Taxation Office; and, in the case of Base Resources and Energy Fuels, in the ordinary course of business but always subject to clause 13.
13. Each of Base Resources and Energy Fuels undertakes that it will not make any public release that references ▇▇ ▇▇▇▇▇▇▇▇, other than in a form approved in writing by Base Resources/Energy Fuels (as applicable) and ▇▇ ▇▇▇▇▇▇▇▇ (each acting reasonably). If no agreement can be reached, the content will be determined solely by Base Resources and/or Energy Fuels acting in good faith. Nothing herein shall prevent Base Resources and/or Energy Fuels from making public releases as required by law or as directed by their external auditors.
14. ▇▇ ▇▇▇▇▇▇▇▇ must keep confidential any confidential information of which ▇▇ ▇▇▇▇▇▇▇▇ became aware in the course of, or in connection with, the Employment except for information which is part of ▇▇ ▇▇▇▇▇▇▇▇' general skill and knowledge.
15. Nothing in this deed (including clauses 12 and 14) is intended to prevent ▇▇ ▇▇▇▇▇▇▇▇ from disclosing any information ▇▇ ▇▇▇▇▇▇▇▇ is expressly permitted to disclose under Chapter 2, Part 2-9, Div 4 of the Fair Work Act 2009 (Cth).
Other obligations and general terms
16. ▇▇ ▇▇▇▇▇▇▇▇ must comply with all ongoing obligations to Base Resources including clauses 6 (Confidential Information), 14 (Restrictions) and 16.4 (Termination - Delivery of Documents) of the Contract.
17. Within 3 days after the Termination Date (or the Summary Dismissal Date if earlier), ▇▇ ▇▇▇▇▇▇▇▇ must return all Company Property to Base Resources and, after ensuring Base Resources has a copy, permanently erase all electronic copies of Company Property on ▇▇ ▇▇▇▇▇▇▇▇' personal devices.
18. ▇▇ ▇▇▇▇▇▇▇▇ warrants that he has read and understood this deed and has had the opportunity to receive independent legal advice about the terms and effect of this deed.
19. Energy Fuels warrants that:
(a) the Energy Fuels Board of Directors has approved the treatment of RSUs and Performance NSOs as per clauses 5 and 6 in accordance with the terms of issue of those instruments and for all other purposes, and this treatment of RSUs and Performance NSOs is permitted under applicable law and the terms of issue of those instruments (as waived and amended); and
(b) as required under applicable laws, all approvals have been obtained for entry into this deed and performance by Energy Fuels and Base Resources of their respective obligations.
20. ▇▇ ▇▇▇▇▇▇▇▇ must execute all further documents required by Base Resources and/or Energy Fuels to give effect to this deed or the termination of his Employment with Base Resources, including resigning from the office of Director and/or Company Secretary of Base Resources and its RBCs.
21. Clause 9 also has effect as a deed poll given by ▇▇ ▇▇▇▇▇▇▇▇ in favour of the Beneficiaries.
22. In this deed:
(a) Beneficiaries means:
(i) Base Resources, Energy Fuels and EFR Australia Pty Ltd;
(ii) each of the RBCs of the entities in sub-clause (i); and
(iii) each of the current and former officers, directors, employees and agents of the entities in sub-clause (i) and (ii); and
(b) Company Property includes anything which incorporates confidential information of Base Resources or a RBC or information ▇▇ ▇▇▇▇▇▇▇▇ has obtained as a consequence of the Employment which is not in the public domain (other than as a result of a breach of ▇▇ ▇▇▇▇▇▇▇▇' confidentiality obligations.
23. This deed may be executed in any number of counterparts.
24. This deed is governed by the law applicable in, and the parties submit to the exclusive jurisdiction of, the Courts of Western Australia.
EXECUTED as a deed.
| Signed sealed and delivered by ▇▇▇ ▇▇▇▇▇▇▇▇ in the presence of |
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| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Signature of witness | Signature of ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | August 28, 2025 | ||
| Name of witness (print) | Date | ||
| Signed for Base Resources Limited (ABN 88 125 546 910) by an authorised officer in the presence of |
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| /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
| Signature of officer | |||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Signature of witness | Name of officer (print) | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | President | ||
| Name of witness (print) | Office held | ||
| August 28, 2025 | |||
| Date |
| Signed for Energy Fuels Inc. by an authorised officer in the presence of |
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| /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
| Signature of officer | |||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Signature of witness | Name of officer (print) | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | President | ||
| Name of witness (print) | Office held | ||
| August 28, 2025 | |||
| Date |