Sprott Physical Uranium Trust Fund : IRC Report

Annual Report of the Independent Review Committee for the Sprott Funds

March 15, 2024

Dear Securityholders,

In accordance with National Instrument 81-107 - Independent Review Committee for Investment Funds ("NI 81-107" or the "Instrument"), Sprott Asset Management LP ("Sprott" or "the Manager") established an Independent Review Committee (the "Committee" or "IRC") in April 2007. The IRC has jurisdiction over the funds listed in this report (the "Funds"). The IRC has functioned in accordance with the applicable securities laws and is composed of three individuals, each of whom is independent of the Funds, the Manager and each entity related to the Manager (as defined in the Instrument).

The IRC is pleased to publish its annual report to securityholders, covering the period from January 1, 2023 to December 31, 2023 (the "Reporting Period").

Mandate of the IRC

In accordance with the Instrument, the mandate of the IRC is to consider and provide decisions to the Manager on conflicts of interest to which the Manager may be subject when managing the Funds. The Manager is required under the Instrument to identify potential conflicts of interest inherent in its management of the Funds, develop written policies and procedures guiding its management of those conflicts and request input from the IRC on those written policies and procedures.

When a conflict matter arises, the Manager must refer its proposed course of action in respect of such conflict to the IRC for its review. While certain matters require the IRC's prior approval, in most cases the IRC will provide a decision to the Manager as to whether or not, in the opinion of the IRC, the Manager's proposed action provides a fair and reasonable result for the Funds. For recurring conflict of interest matters, the IRC can provide the Manager with Standing Instructions ("SI"). The SI enable the Manager to proceed with certain matters without having to refer them to the IRC each time for approval, providing the Manager deals with the conflicts in accordance with the SI.

The IRC is empowered to represent the best interest of the Funds in any matter where the Manager has referred a conflict of interest matter to it. In those cases, the IRC has sought to ensure that the Manager's proposed course of action represents a fair and reasonable result for the affected Funds.

Composition of the IRC

The members of the IRC during 2023 and their principal occupations are as follows:

Kevin Drynan's term was renewed on October 18, 2023 for a period of three years effective January 1, 2024. The re-appointment extended Mr. Drynan's total years of service beyond the six-year term limit set out in the Instrument. However, the Manager provided its consent to, and agreement with, the re-appointment in accordance with the provisions of the Instrument.

Compensation and Indemnification

Review of Compensation

At least annually, the IRC reviews its compensation giving consideration to the following:

• • the nature and extent of the workload of each member of the IRC, including the commitment of time and energy expected from each member;

• • the number of meetings required by the IRC including special meetings to consider conflict issues brought to the Committee;

• • industry best practices, including industry averages and surveys on IRC compensation; and,

• • the complexity of the conflict issues brought to the IRC.

Members' Fees

In aggregate, the IRC members were paid $28,500 plus applicable taxes, during the Reporting Period.

Indemnities Granted

The Funds and the Manager have provided each IRC Member with a contractual indemnity in keeping with NI 81-107. No payments were paid to the IRC Members pursuant to this indemnity by the Funds or the Manager during the Reporting Period.

Disclosure of IRC Members' Holdings

As of December 31, 2023, the IRC Members did not beneficially own, directly or indirectly:

• • any interest in any of the Funds;

• • any interest in the Manager; or,

• • any interest in a company or person that provides services to the Manager or any Fund.

Decisions and Approvals

The IRC did not provide any decisions or approvals during the Reporting Period.

Standing Instructions Approved

The IRC has approved one SI. The Manager can proceed with the specific action(s) set out in an SI without having to refer the conflict of interest matter or its proposed action to the IRC, provided that the Manager complies with the terms and conditions of the SI. The SI required the Manager to comply with its related policy and procedures and to report periodically to the IRC.

Standing Instructions No. 1: Omnibus covers conflict of interest matters which are addressed by the following policies:

• 1. Expense Allocation

• 2. Portfolio Valuation

• 3. NAV and Trading Errors

• 4. Best Execution

• 5. Outsourcing to Third Party Service Providers

• 6. Personal Trading

• 7. New Funds and Fund Capacity

• 8. Complaints

Manager's Report on its Standing Instructions

In accordance with the Instrument, the Manager provided written reports to the IRC describing its reliance on the SI during the Reporting Period. The Manager relied on SI No. 1 during the Reporting Period.

Funds Served by the IRC

Sprott Physical Gold Trust Sprott Physical Silver Trust

Sprott Physical Gold and Silver Trust

Sprott Physical Platinum and Palladium Trust Sprott Physical Uranium Trust

This report is available on the Manager's website atwww.sprott.com or you may request a copy, at no cost to you, by contacting the Manager at 855-943-8099 or email the Funds atinvest@sprott.com.This document and other information about the Funds are available onwww.sedar.com.

Yours truly,

"Michele McCarthy"

Michele McCarthy, Chair

Schedule of all the

Independent Review Committees that the IRC Members Serve on

Michele McCarthy served as a member of the following Independent Review Committees in 2023:

Investment funds that are reporting issuers managed by Addenda Capital Inc. Investment funds that are reporting issuers managed by Edgehill Partners L.P. Investment funds that are reporting issuers managed by Hazelview Securities Inc.

(retired effective August 24, 2023)

Investment funds that are reporting issuers managed by Horizons ETF's Management (Canada)

Inc. (appointed effective September 1st, 2023)

Investment funds that are reporting issuers managed by Northwest & Ethical Investments L.P. Investment funds that are reporting issuers managed by PIMCO Canada Corp.

Investment funds that are reporting issuers managed by Sprott Asset Management LP Investment funds that are reporting issuers managed by Willoughby Asset Management

(ceased to be a member effective December 27, 2023)

Kevin Drynan served as a member of the following Independent Review Committees in 2023:

Investment funds that are reporting issuers managed by Evolve Funds Group Inc.

Investment funds that are reporting issuers managed by Genus Capital Management Inc. Investment funds that are reporting issuers managed by Sprott Asset Management LP Investment funds that are reporting issuers managed by Viewpoint Partners Corporation

(appointed effective March 1, 2023)

Investment funds that are reporting issuers managed by Willoughby Asset Management Inc.

(ceased to be a member effective December 27, 2023)

Fraser Howell served as a member of the following Independent Review Committees in 2023:

Investment funds that are reporting issuers managed by Veritas Asset Management Inc. Investment funds that are reporting issuers managed by Sprott Asset Management LP

Secretariat of the Sprott IRC

Independent Review Inc.

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Sprott Physical Uranium Trust published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 23:09:08 UTC.