FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

October 13, 2026

This First Amendment (this "Amendment") to that certain Agreement and Plan of Merger, dated as of June 23, 2026 (the "Merger Agreement", as amended by this Amendment and as may be further amended, restated or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and among 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 Dutch TopCo"), Ara VAC TOPCO US LLC, a limited liability company organized under the laws of Delaware ("Ara VAC US TopCo" and together with Ara VAC Dutch TopCo, the "Acquired TopCos"), Ara VAC IE Aggregator, LP, a limited partnership organized under the laws of Ireland ("Holder"), Ara VAC Blocker, SLP, a separate limited partnership organized under the laws of Jersey ("Blocker"), Ara VAC Holdings, Ltd., a limited company organized under the laws of Ireland ("Ara HoldCo" and, together with Blocker, the "Minority Holders," and collectively with Blocker, Holder and (before the Closing) the Acquired TopCos, the "Ara Parties"), Energy Fuels Inc., a company continued under the Business Corporations Act (Ontario) ("Parent"), 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 Sub HoldCo"), 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 ("Dutch Merger Sub"), Energy Fuels Holdings Corp., a Delaware corporation ("US Merger Sub HoldCo"), US Merger Sub I, a Delaware corporation to be formed ("US Merger Sub I") and US Merger Sub II, a Delaware limited liability company to be formed ("US Merger Sub II" and, together with US Merger Sub I, the "US Merger Subs," and, collectively with US Merger Sub I and the Dutch Merger Sub, the "Merger Subs" and collectively with Parent, Merger Sub HoldCo, US Merger Sub HoldCo and the other Merger Subs, the "Parent Parties"). The Ara Parties and the Parent Parties are each sometimes referred to herein as a "Party" and, collectively, as the "Parties."

RECITALS

WHEREAS, the Ara Parties and the Parent Parties entered into the Merger Agreement on June 23, 2026;

WHEREAS, pursuant to Section 10.02(a) of the Merger Agreement, any provision of the Merger Agreement may be amended if such amendment is in writing and is signed by each Party; and

WHEREAS, the Parties desire to amend the Merger Agreement and acknowledge and clarify certain matters as provided herein, including with respect to e-VAC's ongoing dispute with a customer regarding a commercial supply agreement, the potential settlement of such dispute, the repayment of e-VAC's Credit Agreement (as defined in Annex B), and potential purchase price adjustments related to the foregoing to reflect any loss in value related to such agreement or any debt so repaid.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and in the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows.

AGREEMENTS

1. Definitions and References. Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Agreement.

2. Amendment of Section 1.01 - Definitions. Section 1.01 of the Merger Agreement is hereby amended to include the following definitions in alphabetical order:

"Credit Agreement" has the meaning set forth in Annex B.

"e-VAC Repayment Amount" has the meaning set forth in Annex B.

3. Amendment of Section 2.10 - Closing Deliverables and Payments.

(a) Section 2.10(a)(i) of the Merger Agreement is hereby deleted in its entirety and replaced with the following:

"(i) pay, or cause to be paid, on behalf of Dutch Merger Sub or US Merger Sub I, the Cash Consideration (less the Holdback Amount, the e-VAC Repayment Amount, and, if applicable, the Specified Escrow Amount) to Holder (or its designee) as set forth in the Final Closing Statement, by wire transfer of immediately available funds, in accordance with and to the bank account(s) designated in the Final Closing Statement;"

(b) Existing Sections 2.10(a)(iv), (v), (vi), (vii) and (viii) (and any cross-references to such sections throughout the Merger Agreement) are hereby renumbered as Sections 2.10(a)(v), (vi), (vii), (viii) and (ix), respectively.

(c) Section 2.10(a) of the Merger Agreement is hereby amended to include the following text as Section 2.10(a)(iv):

"(iv) pay, or cause to be paid, to the Administrative Agent (as defined in the Credit Agreement), on behalf of the Secured Parties (as defined in the Credit Agreement), payment in the amount equal to the e-VAC Repayment Amount, in full satisfaction of all Secured Obligations (as defined in the Credit Agreement) outstanding under the Credit Agreement, by wire transfer of immediately available funds to the account or accounts designated in the Final Closing Statement;"

4. Amendment of Section 2.09 - Leakage; Final Closing Statement. Section 2.09(a) of the Merger Agreement is hereby amended to add the following at the end of clause (B): ", (C) the e-VAC Repayment Amount, together with the applicable payoff letter delivered by the Administrative Agent (as defined in the Credit Agreement) (or on its behalf) and the wire transfer instructions for the payment of the e-VAC Repayment Amount", and the immediately following clause (C) is hereby revised to be clause (D).

5. Amended and Restated Annex B. Annex B to the Merger Agreement is hereby deleted in its entirety and replaced with the Amended and Restated Annex B attached hereto as Annex A (the "Amended and Restated Annex B").

6. Amendment of Section 7.04 - Confidentiality. The second sentence of Section 7.04 of the Merger Agreement is hereby amended (a) to replace the words "Evaluation Material" with the words "Confidential Information" and (b) to add the following after the words "Governmental Authorities": "(including the U.S. Office of Strategic Capital)".

7. Amendment of Section 10.15 - Setoff. Section 10.15 of the Merger Agreement is hereby amended to add the following clause (iii) immediately following clause (ii) thereof: "and (iii) the e-VAC Repayment Amount to be paid by Parent to the Administrative Agent (as defined in the Credit Agreement) on behalf of the Secured Parties (as defined in the Credit Agreement) pursuant to Section 2.10(a)(iv)."

8. Clarification of Cash Consideration Definition. For the avoidance of doubt, the payment of the e-VAC Repayment Amount to the Administrative Agent (as defined in the Credit Agreement) on behalf of the Secured Parties (as defined in the Credit Agreement) at Closing pursuant to Section 2.10(a)(iv) of the Agreement shall not constitute an "amount determined in accordance with Annex B" for purposes of clause (vii) of the definition of "Cash Consideration" in Section 1.01 of the Merger Agreement, and shall not result in any reduction to the Cash Consideration.

9. Savings Clause. The Parties acknowledge and agree that (a) except as expressly provided in this Amendment, all terms and provisions of the Merger Agreement and the other Transaction Documents remain unmodified and in full force and effect; and (b) this Amendment shall not, in any way whatsoever: (i) impair, prejudice or otherwise adversely affect the rights of any Party under the Agreement, (ii) amend, limit or otherwise modify any provision of the Merger Agreement other than as expressly set forth herein, or (iii) constitute any course of dealing or other basis for altering any obligation of the Parties under the Agreement or the other Transaction Documents.

10. Cross-Reference Update. Each reference to the "Agreement," "herein," "hereof," "hereunder" or words of similar import in the Agreement, and each reference thereto in any Transaction Document, shall mean the Merger Agreement as amended by this Amendment.

11. Incorporation of General Provisions. The provisions of Article 10 of the Agreement apply to this Amendment, mutatis mutandis.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

ANNEX A

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Annex B-1

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