UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April~~October 3031, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-33706

URANIUM ENERGY CORP.

(Exact name of registrant as specified in its charter)

Nevada		98-0399476
(State or other jurisdiction of incorporation of organization)		(I.R.S. Employer Identification No.)

500 North Shoreline, Ste. 800, Corpus Christi, Texas, U.S.A.		78401
(U.S. corporate headquarters)		(Zip Code)

1830 – 1188 West Georgia Street Vancouver, British Columbia, Canada (Canadian corporate headquarters)		V6E 4A2 (Zip Code)

(Address of principal executive offices)

	(361) 888-8235
	(Registrant’s telephone number, including area code)

	Not applicable
	(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	UEC	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☒ Large accelerated filer ☐ Accelerated filer

☐ Non-accelerated filer ☐ Smaller reporting company

☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~444~~483,~~349~~377,~~147~~402 shares of common stock outstanding as of ~~May~~December 309, 2025.

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URANIUM ENERGY CORP.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		4
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2826
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3937
Item 4.	Controls and Procedures	3937
PART II – OTHER INFORMATION		4038
Item 1.	Legal Proceedings	4038
Item 1A.	Risk Factors	4138
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5438
Item 3.	Defaults Upon Senior Securities	5438
Item 4.	Mine Safety Disclosures	5438
Item 5.	Other Information	5438
Item 6.	Exhibits	5539
SIGNATURES		5640

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

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URANIUM ENERGY CORP.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE three ~~and nine~~ months ended ~~April~~October 3031, 2025

(Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated)

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URANIUM ENERGY CORP.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited – Expressed in thousands of U.S. dollars)

	Notes	~~April~~October 3031, 2025			July 31, ~~2024~~2025
CURRENT ASSETS
Cash and cash equivalents		$	71454,~~397~~718		$	87148,~~533~~930
Inventories	43		7681,~~358~~662			7579,~~833~~279
Prepaid expenses and other receivables			46,~~908~~632			35,~~147~~807
Investment in equity securities	9		-			68,731
TOTAL CURRENT ASSETS			543,012			234,016
TOTAL CURRENT ASSETS			152,663			235,244
MINERAL RIGHTS AND PROPERTIES	4		707,113			709,651
MINERAL RIGHTS AND PROPERTIES	5		710,340			557,583
PROPERTY, PLANT AND EQUIPMENT	5		67,758			67,513
PROPERTY, PLANT AND EQUIPMENT	6		67,547			20,465
RESTRICTED CASH	6		7,657			9,207
RESTRICTED CASH	7		9,207			7,251
EQUITY-ACCOUNTED INVESTMENTS	7		55,916			55,825
EQUITY-ACCOUNTED INVESTMENTS	8		55,566			58,809
INVESTMENT IN EQUITY SECURITIES	8		44,491			28,470
INVESTMENT IN EQUITY SECURITIES	9		8,763			6,533
OTHER NON-CURRENT ASSETS			2,561			2,971
OTHER NON-CURRENT ASSETS			3,724			3,943
TOTAL ASSETS		$	1,428,508		$	1,107,653
TOTAL ASSETS		$	1,007,810		$	889,828
CURRENT LIABILITIES
Accounts payable and accrued liabilities		$	1113,~~897~~887		$	2220,~~938~~560
Asset retirement obligations - current	109		25,~~845~~017			25,~~953~~160
Derivative liabilities	11		-			3,030
Other current liabilities			688			713
Other current liabilities			355			301
TOTAL CURRENT LIABILITIES			19,592			26,433
TOTAL CURRENT LIABILITIES			15,097			29,222
ASSET RETIREMENT OBLIGATIONS	9		34,434			33,904
ASSET RETIREMENT OBLIGATIONS	10		35,879			16,672
OTHER NON-CURRENT LIABILITIES			1,239			1,293
OTHER NON-CURRENT LIABILITIES			1,395			1,474
DEFERRED TAX LIABILITIES			60,760			62,123
DEFERRED TAX LIABILITIES	3		62,647			64,347
TOTAL LIABILITIES			116,025			123,753
TOTAL LIABILITIES			115,018			111,715
STOCKHOLDERS’ EQUITY
Capital stock
Common stock $0.001 par value: 750,000,000 shares authorized, 435,027,962 shares issued and outstanding (July 31, 2024 - 410,355,768)	12		435			410
Common stock $0.001 par value: 750,000,000 shares authorized, 483,209,225 shares issued and outstanding (July 31, 2025 - 454,015,855)	10		483			454
Additional paid-in capital			1,~~285~~745,~~772~~847			1,~~110~~404,~~433~~420
Accumulated deficit			(~~379~~416,~~505~~898	)		(~~318~~406,~~901~~557	)
Accumulated other comprehensive loss			(1316,~~910~~949	)		(1314,~~829~~417	)
TOTAL EQUITY			~~892~~1,~~792~~312,483			~~778~~983,~~113~~900
TOTAL LIABILITIES AND EQUITY		$	1,~~007~~428,~~810~~508		$	~~889~~1,~~828~~107,653
COMMITMENTS AND CONTINGENCIES	4,10
COMMITMENTS	3
SUBSEQUENT EVENTS	123, 10

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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URANIUM ENERGY CORP.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited – Expressed in thousands of U.S. dollars, except share and per share data)

			Three Months Ended						~~Nine Months Ended~~
			April 30,						April 30,
			October 31,
	Notes		2025			2024			~~2025~~			~~2024~~
SALES AND SERVICE REVENUE		14	$	-		$	-		$	66,837		$	224
SALES		12	$	-		$	17,087
COST OF SALES AND SERVICES		14		-			-			(42,360	)		(187	)
COST OF SALES		12		-			(10,836	)
GROSS PROFIT				-			-6,251			~~24,477~~			37
OPERATING COSTS
Mineral property expenditures		54		1520,~~680~~920			913,~~071~~514			~~43,437~~			~~21,448~~
General and administrative				67,~~378~~423			45,~~219~~342			~~18,293~~			~~14,314~~
Depreciation, amortization and accretion		4,5,~~6,10~~9		1,~~405~~479			~~551~~598			~~3,048~~			~~1,620~~
TOTAL OPERATING COSTS				2329,~~463~~822			1319,~~841~~454			~~64,778~~			~~37,382~~
LOSS FROM OPERATIONS				(2329,~~463~~822	)		(13,~~841~~203	)		~~(40,301~~	)		~~(37,345~~	)
OTHER INCOME (EXPENSES)
Interest expense and finance costs				(~~404~~723	)		(~~205~~341	)		~~(1,034~~	)		~~(620~~	)
Income (loss) from equity-accounted investments		87		~~(2,255~~740	)		~~3,306~~(476	)		~~(3,722~~	)		~~4,958~~
Fair value gain (loss) on equity securities		98		(416,~~266~~021	)		(1310,~~804~~349	)		~~(22,583~~	)		~~23,585~~
Gain (loss) on revaluation of derivative liabilities		11		-			2,071			1,706			(9,892	)
Gain on revaluation of derivative liabilities				-			1,706
Interest income				~~571~~2,763			~~993~~1,124			~~2,897~~			~~1,559~~
Other				39			(28	)		101			16
Others				12			44
OTHER INCOME (EXPENSES)				(618,~~315~~813	)		(78,~~667~~292	)		~~(22,635~~	)		~~19,606~~
LOSS BEFORE INCOME TAXES				(2911,~~778~~009	)		(21,~~508~~495	)		~~(62,936~~	)		~~(17,739~~	)
DEFERRED TAX RECOVERY (EXPENSE)				(434	)		1,831			2,332			3,633
DEFERRED TAX RECOVERY				668			1,337
NET LOSS FOR THE PERIOD				(3010,~~212~~341	)		(1920,~~677~~158	)		~~(60,604~~	)		~~(14,106~~	)
OTHER COMPREHENSIVE INCOME (LOSS)
OTHER COMPREHENSIVE LOSS
Translation gain (loss)				10,416			(5,850	)		(81	)		(9,167	)
Translation loss				(2,532	)		(1,728	)
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)				10,416			(5,850	)		(81	)		(9,167	)
TOTAL OTHER COMPREHENSIVE LOSS				(2,532	)		(1,728	)
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD			$	(1912,~~796~~873	)	$	(2521,~~527~~886	)	$	~~(60,685~~	)	$	~~(23,273~~	)
NET LOSS PER SHARE		1513
Basic			$	(0.0702	)	$	(0.05	)	$	~~(0.14~~	)	$	~~(0.04~~	)
Diluted			$	(0.0702	)	$	(0.05	)	$	~~(0.14~~	)	$	~~(0.04~~	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,
Basic				~~429~~467,~~941~~942,~~797~~060			~~404~~412,~~104~~138,~~490~~998			~~421,670,287~~			~~393,425,716~~
Diluted				~~429~~467,~~941~~942,~~797~~060			~~404~~412,~~104~~138,~~490~~998			~~421,670,287~~			~~393,425,716~~

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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URANIUM ENERGY CORP.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited – Expressed in thousands of U.S. dollars)

			Nine Months Ended April 30,
			Three Months Ended October 31,
	Notes		2025			2024
OPERATING ACTIVITIES
Net loss for the period			$	(6010,~~604~~341	)	$	(1420,~~106~~158	)
Adjustments to reconcile net loss to cash flows in operating activities
Stock-based compensation		1311		41,~~713~~678			31,~~987~~821
Depreciation, amortization and accretion		4,5,~~6,10~~9		31,~~056~~479			~~1,620~~598
(Income) loss from equity-accounted investments		87		~~3,722~~(740	)		~~(4,958~~476	)
(Gain) loss on disposition of assets				(12	)		33
Gain on disposition of assets				-			(8	)
(Gain) loss on revaluation of equity securities		98		22(16,~~583~~021	)		~~(23~~10,~~585~~349	)
(Gain) loss on revaluation of derivative liabilities		11		(1,706	)		9,892
Gain on revaluation of derivative liabilities				-			(1,706	)
Deferred tax recovery				(~~2,332~~668	)		(31,~~633~~337	)
Changes in operating assets and liabilities
Inventories				~~304~~(2,077	)		~~(57~~9,~~179~~992	)
Prepaid expenses and other receivables				~~139~~(3,004	)		(~~580~~591	)
Accounts payable and accrued liabilities				(104,~~761~~473	)		(510,~~389~~899	)
Other liabilities				(~~102~~142	)		2711
NET CASH USED IN OPERATING ACTIVITIES				(4134,~~000~~309	)		(9311,~~871~~452	)
FINANCING ACTIVITIES
Proceeds from share issuances, net of issuance costs		1210		~~168~~342,~~025~~760			~~160~~64,~~239~~647
Payments for withholding of employee taxes related to options, RSUs and PRSUs				(2,637	)		(947	)
Taxes and withholdings paid upon settlement of equity awards on a forfeiture basis				(3,083	)		(2,637	)
NET CASH PROVIDED BY FINANCING ACTIVITIES				~~165~~339,~~388~~677			~~159~~62,~~292~~010
INVESTING ACTIVITIES
Acquisition of Sweetwater Assets		3		(177,328	)		-
Investment in mineral rights and properties				-			(114	)
Investment in mineral rights and properties				(165	)		(1,391	)
Capital contribution to equity-accounted investment				-			(538	)
Capital contribution to equity-accounted investment		8		(538	)		(2,388	)
Proceeds from sale of equity securities				-			54,372
Purchase of additional interest in equity-accounted investment		8		-			(9,238	)
Purchase of property, plant and equipment				(1,128	)		(1,219	)
Investment in equity securities		9		(10,455	)		(12,115	)
Proceeds from disposition of assets				-			8
Proceeds from sale of equity securities		9		54,372			3,008
NET CASH USED IN INVESTING ACTIVITIES				(1,128	)		52,509
Purchase of property, plant and equipment				(4,505	)		(1,166	)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH				304,240			103,067
Proceeds from disposition of assets				49			8
FOREIGN EXCHANGE DIFFERENCE ON CASH				(2	)		(4	)
NET CASH USED IN INVESTING ACTIVITIES				(138,570	)		(23,282	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD				158,137			94,784
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH				(14,182	)		42,139
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD		6	$	462,375		$	197,847
FOREIGN EXCHANGE DIFFERENCE ON CASH				2			(27	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD				94,784			52,865
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD		7	$	80,604		$	94,977

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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URANIUM ENERGY CORP.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited - Expressed in thousands of U.S. dollars, except share data)

	Common Stock				Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Stockholders’ Equity
	Shares		Amount
Balance, July 31, 2024		410,355,768	$	410	$	1,110,433		$	(318,901	)	$	(13,829	)	$	778,113
Balance, July 31, 2025		454,015,855	$	454	$	1,404,420		$	(406,557	)	$	(14,417	)	$	983,900
Common stock
Issued under ATM offerings, net of issuance costs		710,~~595~~077,~~626~~186		810		6199,~~223~~665			-			-			6199,~~231~~675
Issued upon exercise of stock options		121,037		-		120			-			-			120
Issued under private placement, net of issuance costs		575,000		-		7,880			-			-			7,880
Issued upon exercise of warrants		1,054,997		1		4,618			-			-			4,619
Issued under public offering, net of issuance costs		17,825,000		18		231,587			-			-			231,605
Issued upon vesting of RSUs		2,879		-		-			-			-			-
Issued upon exercise of stock options		713,305		1		652			-			-			653
Stock-based compensation
Common stock issued for consulting services		15,000		-		88			-			-			88
Amortization of stock-based compensation		-		-		1,680			-			-			1,680
Amortization of stock-based compensation		-		-		1,733			-			-			1,733
Common stock forfeited for tax paid upon vesting of equity awards				-		(37	)		-			-			(37	)
Net loss for the period		-		-		-			(2010,~~158~~341	)		-			(2010,~~158~~341	)
Other comprehensive loss		-		-		-			-			(12,~~728~~532	)		(12,~~728~~532	)
Balance, October 31, 2024		419,142,428	$	419	$	1,178,215		$	(339,059	)	$	(15,557	)	$	824,018
Balance, October 31, 2025		483,209,225	$	483	$	1,745,847		$	(416,898	)	$	(16,949	)	$	1,312,483
Common stock
Issued under ATM offering, net of issuance costs		9,231,030		9		70,624			-			-			70,633
Issued upon exercise of stock options		38,065		-		9			-			-			9
Issued upon vesting of RSUs		742		-		-			-			-			-
Stock-based compensation
Amortization of stock-based compensation		-		-		1,556			-			-			1,556
Net loss for the period		-		-		-			(10,234	)		-			(10,234	)
Other comprehensive loss		-		-		-			-			(8,769	)		(8,769	)
Balance, January 31, 2025		428,412,265	$	428	$	1,250,404		$	(349,293	)	$	(24,326	)	$	877,213
Common stock
Issued under ATM offering, net of issuance costs		6,578,235		7		34,027			-			-			34,034
Issued upon exercise of stock options		15,428		-		5			-			-			5
Issued upon vesting of RSUs		18,335		-		-			-			-			-
Stock-based compensation															-
Common stock issued for consulting services		3,699		-		19			-			-			19
Amortization of stock-based compensation		-		-		1,317			-			-			1,317
Net loss for the period		-		-		-			(30,212	)		-			(30,212	)
Other comprehensive income		-		-		-			-			10,416			10,416
Balance, April 30, 2025		435,027,962	$	435	$	1,285,772		$	(379,505	)	$	(13,910	)	$	892,792

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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URANIUM ENERGY CORP.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited - Expressed in thousands of U.S. dollars, except share data)

	Common Stock				Additional Paid-in Capital			~~Share~~Accumulated ~~Issuance Obligation~~Deficit			Accumulated ~~Deficit~~Other Comprehensive Loss			~~Accumulated~~Stockholders’ ~~Other Comprehensive Loss~~Equity			~~Stockholders’ Equity~~
	Shares		Amount
Balance, July 31, 2023		378,452,864	$	378	$	924,737		$	-		$	(289,680	)	$	(3,608	)	$	631,827
Balance, July 31, 2024		410,355,768	$	410	$	1,110,433		$	(318,901	)	$	(13,829	)	$	778,113
Common stock
Issued under ATM offerings, net of issuance costs		107,~~770~~595,~~000~~626		118		5661,~~259~~223			-			-			-61,231			~~56,270~~
Issued upon exercise of stock options		~~445~~121,~~861~~037		1-		~~263~~120			-			-			-120			~~264~~
Stock-based compensation
Issued upon exercise of warrants		1,054,997		1		4,618			-			-			4,619
Amortization of stock-based compensation		-		-		1,572			-			-			-			1,572
Stock-based compensation
Net income for the period		-		-		-			-			3,321			-			3,321
Common stock issued for consulting services		15,000		-		88			-			-			88
Other comprehensive loss		-		-		-			-			-			(11,049	)		(11,049	)
Amortization of stock-based compensation		-		-		1,733			-			-			1,733
Balance, October 31, 2023		389,668,725	$	390	$	982,831		$	-		$	(286,359	)	$	(14,657	)	$	682,205
Net loss for the period		-		-		-			(20,158	)		-			(20,158	)
Common stock
Other comprehensive loss		-		-		-			-			(1,728	)		(1,728	)
Issued under ATM offering, net of issuance costs		10,418,029		10		73,228			-			-			-			73,238
Balance, October 31, 2024		419,142,428	$	419	$	1,178,215		$	(339,059	)	$	(15,557	)	$	824,018
Issued upon exercise of stock options		669,999		1		(70	)		-			-			-			(69	)
Issued upon exercise of warrants		302,220		-		1,965			517			-			-			2,482
Stock-based compensation
Amortization of stock-based compensation		-		-		1,312			-			-			-			1,312
Net income for the period		-		-		-			-			2,250			-			2,250
Other comprehensive income		-		-		-			-			-			7,732			7,732
Balance, January 31, 2024		401,058,973	$	401	$	1,059,266		$	517		$	(284,109	)	$	(6,925	)	$	769,150
Common stock
Issued under ATM offering, net of issuance costs		3,396,370		3		25,539			-			-			-			25,542
Issued upon exercise of stock options		345,077		1		209			-			-			-			210
Issued upon exercise of warrants		1,150,694		1		8,678			(517	)		-			-			8,162
Stock-based compensation
Amortization of stock-based compensation		-		-		1,103			-			-			-			1,103
Net loss for the period		-		-		-			-			(19,677	)		-			(19,677	)
Other comprehensive loss		-		-		-			-			-			(5,850	)		(5,850	)
Balance, April 30, 2024		405,951,114	$	406	$	1,094,795		$	-		$	(303,786	)	$	(12,775	)	$	778,640

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

NOTE 1:

NATURE OF OPERATIONS

Uranium Energy Corp. was incorporated in the State of Nevada on May 16, 2003. Uranium Energy Corp. and its subsidiary companies and a controlled partnership (collectively, the “Company” or “we”) are engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates, on projects located in the United States, Canada and the Republic of Paraguay.

As at April 30, 2025, we had working capital (current assets less current liabilities) of $137.57 million including cash and cash equivalents of $71.40 million and purchased uranium inventories of $72.90 million. We believe our existing cash resources and cash flow from sale of uranium concentrates, and, if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations including uranium mining and our inventory purchase commitments for 12 months from the date that these unaudited interim condensed consolidated financial statements are issued.

Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to achieve consistent positive cash flow from the sale of our produced and purchased uranium inventories and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial. Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financings in order to fund our operations, and this reliance is expected to continue for the foreseeable future. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations.

NOTE 2:

SUMMARY OF SIGNIFICANT POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in U.S. dollars. Accordingly, they do not include all of the information and footnotes required under U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended July 31, ~~2024~~2025 (“Fiscal ~~2024~~2025”). In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation have been made. Operating results for the ~~nine~~three months ended ~~April~~October 3031, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, ~~2025~~2026 (“Fiscal ~~2025~~2026”). All amounts in the tables are expressed in thousands of U.S. dollars unless otherwise stated.

Mineral Rights and Properties

We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine and Christensen Ranch Mine (collectively, the “ISR Mines”), and our Red Desert, Green Mountain, Roughrider and Christie Lake Projects. We have not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (“SEC”) under subpart 1300 of Regulation S-K (“S-K 1300”), through the completion of a “final” or “bankable” feasibility study for any of the uranium projects we operate, including our ISR Mines. Furthermore, we have no present plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in-situ recovery (“ISR”) mining, such as our ISR Mines. As a result, and despite the fact that we commenced extraction of mineralized materials at some of our ISR Mines, we remain an Exploration Stage issuer, as defined by the SEC, and will continue to remain as an Exploration Stage issuer until such time proven or probable reserves have been established.

Since we commenced extraction of mineralized materials at our ISR Mines without having established proven or probable reserves, any mineralized materials established or extracted from our ISR Mines should not in any way be associated with having established or produced from proven or probable reserves.

In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as we exit the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities, such as drill programs to establish mineralized materials, are expensed as incurred. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields and disposal wells, are expensed as incurred until such time that proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.

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URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

InCompanies ~~accordance~~in ~~with~~the ~~U.S.~~Production ~~GAAP~~Stage, as defined by the SEC, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ~~the~~ongoing ~~acquisition~~development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production ~~mineral~~method ~~rights~~and ~~are~~allocated ~~initially~~to ~~capitalized~~future asreporting ~~incurred~~periods ~~while~~to ~~exploration~~inventory and, ~~pre-extraction~~as ~~expenditures~~that inventory is sold, to cost of goods sold. We are ~~expensed~~in asthe ~~incurred~~Exploration ~~until~~Stage ~~such~~which ~~time~~has asresulted in our Company reporting larger losses than if we would ~~exit~~have been in the ~~Exploration~~Production Stage bydue ~~establishing~~to ~~proven~~the orexpensing, ~~probable~~instead ~~reserves. Expenditures~~of the capitalization of expenditures relating to ~~exploration~~ongoing mine development activities. Additionally, ~~such~~there aswould ~~drill~~be ~~programs~~no corresponding depletion allocated to ~~establish~~future ~~mineralized~~reporting ~~materials,~~periods ~~are~~of ~~expensed~~our asCompany ~~incurred. Expenditures~~since ~~relating~~those tocosts ~~pre-extraction~~had ~~activities~~been expensed previously, ~~such~~resulting asin ~~the~~both ~~construction~~lower inventory costs and cost of ~~mine~~goods ~~wellfields~~sold and ~~disposal~~results ~~wells,~~of ~~are~~operations ~~expensed~~with ashigher ~~incurred~~gross ~~until~~profits and lower losses than if we would have been in the Production Stage. Any capitalized costs, such ~~time~~as ~~that~~acquisition ~~proven~~costs orof ~~probable~~mineral ~~reserves~~rights, are ~~established~~depleted ~~for~~over ~~that~~the ~~project~~estimated extraction life using the straight-line method. As a result, ~~after~~our ~~which~~consolidated ~~expenditures~~financial ~~relating~~statements may tonot ~~mine~~be ~~development~~directly ~~activities~~comparable ~~for~~to ~~that~~the ~~particular~~financial ~~project~~statements ~~are~~of ~~capitalized~~companies asin ~~incurred~~the Production Stage.

~~Companies~~Recently inAdopted ~~the~~Accounting Production Stage, as defined by the SEC, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. We are in the Exploration Stage which has resulted in our Company reporting larger losses than if it would have been in the Production Stage due to the expensing, instead of the capitalization of expenditures relating to ongoing mine development activities. Additionally, there would be no corresponding depletion allocated to future reporting periods of our Company since those costs had been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we would have been in the Production Stage. Any capitalized costs, such as acquisition costs of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage.Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU will be effective for fiscal years beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company adopted this standard as of August 1, 2025 and will reflect the new disclosure requirements in its annual report.

Accounting Pronouncements Not Yet Adopted

In November ~~2023~~2024, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Accounting Standards Update (“~~ASU”) ~~2023~~2024-0703, ~~Segment~~Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~280~~220-40): ~~Improvements~~Disaggregation toof ~~Reportable~~Income ~~Segment~~Statement ~~Disclosures~~Expenses. This ASU ~~expands~~requires public entities~~’ segment~~ ~~disclosures by requiring disclosure of significant segment expenses that are regularly provided~~ to ~~the~~disclose ~~chief~~specified ~~operating~~information ~~decision~~about ~~maker~~certain costs and ~~included~~expenses ~~within~~at each ~~reported~~interim ~~measure~~and ofannual ~~segment~~reporting ~~profit or loss~~period, anwhich ~~amount~~includes ~~and~~amounts ~~description of its composition~~ for ~~other~~inventory ~~segment items~~purchases, ~~and~~employee ~~interim~~compensation, ~~disclosures~~depreciation, ofintangible aasset ~~reportable~~amortization ~~segment’s profit or loss~~ and ~~assets. All~~expenses ~~disclosure~~related ~~requirements~~to ~~under~~oil ~~this~~and ~~ASU are~~gas ~~also required for public entities with a single reportable segment~~activities. This ASU iswill be effective for ~~the~~fiscal ~~Company’s~~years ~~Annual~~beginning ~~Report~~after December on15, ~~Form~~2026 ~~10-K~~and ~~for~~interim ~~the~~periods ~~fiscal~~beginning ~~year ending~~after ~~July 31,~~December ~~2025~~15, ~~and subsequent interim periods~~2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU will be effective for fiscal years beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public entities to disclose specified information about certain costs and expenses at each interim and annual reporting period, which includes amounts for inventory purchases, employee compensation, depreciation, intangible asset amortization, and expenses related to oil and gas activities. This ASU will be effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

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URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

~~Note~~NOTE 3: ~~ACQUSITION OF THE SWEETWATER ASSETS~~INVENTORIES

OnAs at ~~December~~October 631, ~~2024~~2025, ~~the~~we ~~Company~~held 1,356,000 ~~completed the acquisition of all of the issued and outstanding shares of capital stock of~~ (i) ~~Sweetwater~~July ~~Uranium Inc. (formerly Kennecott Uranium Company (“KUC”)) and (ii) Wyoming Coal Resources Company (“WCRC”) (collectively~~31, ~~the “Sweetwater Acquisition”) from Rio Tinto America Inc. KUC and WCRC collectively own or hold the following assets~~2025: ~~(i) a fully-licensed conventional uranium processing mill~~1, ~~including buildings and equipment~~356, ~~located in Sweetwater County, Wyoming (the “Sweetwater Plant”~~000); ~~(ii)~~pounds ~~the~~of ~~Red~~purchased ~~Desert Project, an~~ uranium ~~project~~concentrate ~~adjacent~~inventory. Costs ~~to the Sweetwater Plant; and (iii) the Green Mountain Project, an uranium project located 22 miles north~~ of ~~the~~inventories ~~Sweetwater~~consist ~~Plant. The Sweetwater Acquisition is accounted for as an acquisition~~ of ~~assets rather than a business as both KUC and WCRC do not meet~~ the ~~definition of a business in accordance with ASC 805 Business Combinations.~~following:

The following table summarizes the fair value of the consideration paid, and the fair value of the assets acquired and liabilities assumed, on the closing date of the Sweetwater Acquisition:

	*October 31, 2025*		July 31, 2025
Material and supplies	$	1,496	$	1,470
In-process inventory		5,599		3,770
Uranium concentrates from extraction		1,668		1,140
Purchased uranium inventories		72,899		72,899
	$	81,662	$	79,279

Consideration paid
Cash	$	175,399
Acquisition related costs		4,199
Total consideration	$	179,598
Assets acquired and liabilities assumed
Prepaid expenses	$	399
Property, plant and equipment		44,493
Mineral rights and properties		145,749
Total assets		190,641
Asset retirement obligations (Note 10)		10,392
Deferred tax liabilities		651
Total liabilities		11,043
Total net assets	$	179,598

As of October 31, 2025, our uranium inventory purchase commitments for the next five fiscal years are as follows:

The Company recognized the assets and liabilities acquired in this acquisition by allocating the cost of the acquisition to the assets and liabilities based on their relative fair values. The fair value of the mineral rights and properties was based on a value per pound of uranium which was determined using an in situ multiples analysis. Management used data from comparable public companies and precedent transactions in the in situ multiples analysis to estimate a value per pound of uranium and apply that to the property resource estimates, taking into account project-specific characteristics.

	Purchase Commitments
	in Pounds		Purchase Price
Fiscal 2026		300,000	$	11,114
Total		300,000	$	11,114

~~The~~Subsequent ~~fair~~to October ~~value~~31, ~~of asset retirement obligations was measured based on the expected costs and timing for final well closure~~2025, ~~plant~~we ~~and~~received ~~equipment decommissioning and removal~~200,000 ~~and~~pounds ~~environmental~~of ~~remediation,~~uranium ~~which~~inventory ~~are~~pursuant ~~discounted~~ to ~~present~~these ~~value~~commitments ~~using~~at ~~credit~~a ~~adjusted~~purchase ~~risk-free~~price ~~rates~~of $7.49 million.

Cash flow on acquisition:

Cash paid	$	175,399
Acquisition related costs		1,929
Acquisition of Sweetwater assets	$	177,328

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URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

NOTE 4: ~~INVENTORIES~~MINERAL RIGHTS AND PROPERTIES

AsMineral ~~at April 30, 2025, we held 1,356,000 ( July 31, 2024: 1,466,000) pounds of purchased uranium concentrate inventory. Costs of inventories consist of the following:~~Rights

	April 30, 2025		July 31, 2024
Material and supplies	$	384	$	215
In-process inventory		2,897		-
Uranium concentrates from extraction		178		178
Purchased uranium inventories		72,899		75,440
	$	76,358	$	75,833

As at October 31, 2025, we owned mineral rights in the United States, Canada and the Republic of Paraguay. These mineral rights were acquired through staking, purchase or lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium.

As ofat ~~April~~October 3031, 2025, ~~our~~the ~~uranium~~carrying ~~inventory~~value ~~purchase~~of ~~commitments~~our ~~for~~mineral ~~the~~rights ~~next~~and ~~five~~properties ~~fiscal~~were ~~years are~~ as follows:

	Purchase Commitments
Costs	United States		Canada			Paraguay		Total
	in Pounds		Purchase Price
Balance, July 31, 2025	$	326,192	$	376,027		$	15,014	$	717,233
Fiscal 2026		300,000	$	11,114
Impact of foreign currency translation		-		(2,263	)		-		(2,263	)
Total		300,000	$	11,114
Balance, October 31, 2025		326,192		373,764			15,014		714,970

Accumulated Depletion and Amortization	United States			Canada			Paraguay		*Total*
Balance, July 31, 2025		(7,477	)		(105	)		-		(7,582	)
Additions		(275	)		-			-		(275	)
Balance, October 31, 2025		(7,752	)		(105	)		-		(7,857	)

Carrying Value
Balance, July 31, 2025	$	318,715		$	375,922		$	15,014	$	709,651
Balance, October 31, 2025	$	318,440		$	373,659		$	15,014	$	707,113

We have not established proven or probable reserves, as defined by the SEC under S-K 1300, for any of our mineral projects. We have established the existence of mineral resources for certain uranium projects, including our ISR Mines. Since we commenced uranium extraction at some of our ISR Mines without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated.

Mineral property expenditures recorded during the period are as follows:

	*Three Months Ended October 31,*
	*2025*		*2024*
Permitting and land payments	$	1,356	$	1,478
Extraction readiness and mine site maintenance		2,403		2,437
Exploration		3,717		4,917
Development		13,444		4,682
Total	$	20,920	$	13,514

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URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

NOTE 5: ~~MINERAL~~PROPERTY, ~~RIGHTS~~PLANT AND ~~PROPERTIES~~EQUIPMENT

~~Mineral~~Property, ~~Rights~~plant and equipment consists of the following:

As at April 30, 2025, we own mineral rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay. These mineral rights were acquired through staking, purchase or lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium.

	October 31, 2025							July 31, 2025
	Cost		Accumulated			Net Book		Cost		Accumulated			Net Book
			Depreciation			Value				Depreciation			Value
Plant and Processing Facilities	$	61,624	$	(4,964	)	$	56,660	$	61,624	$	(4,398	)	$	57,226
Mining Equipment		7,276		(3,154	)		4,122		6,980		(2,961	)		4,019
Logging Equipment and Vehicles		6,441		(2,924	)		3,517		5,518		(2,716	)		2,802
Computer Equipment		267		(260	)		7		264		(258	)		6
Furniture and Fixtures		243		(207	)		36		243		(204	)		39
Buildings		2,086		(184	)		1,902		2,086		(179	)		1,907
Land		1,514		-			1,514		1,514		-			1,514
	$	*79,451*	$	*(11,693*	)	$	*67,758*	$	78,229	$	(10,716	)	$	67,513

AsNOTE ~~at April~~6: ~~30,~~RESTRICTED ~~2025, the carrying value of our mineral rights and properties were as follows:~~CASH

Costs	United States		Canada			Paraguay		Total
Balance, July 31, 2024	$	172,540	$	376,523		$	15,014	$	564,077
Sweetwater Acquisition		145,749		-			-		145,749
Additions		165		1			-		166
Asset retirement obligations (Note 10)		7,688		-			-		7,688
Impact of foreign currency translation		-		(42	)		-		(42	)
Balance, April 30, 2025		326,142		376,482			15,014		717,638

Restricted cash includes cash and cash equivalents and money market funds as collateral for various bonds posted in favor of applicable state regulatory agencies in Arizona, Texas and Wyoming, and for estimated reclamation costs associated with our plants, processing facilities and various projects. Restricted cash will be released upon completion of reclamation of a mineral property or restructuring of a surety and collateral arrangement.

Accumulated Depletion and Amortization	United States			Canada			Paraguay		Total
Balance, July 31, 2024		(6,389	)		(105	)		-		(6,494	)
Additions		(804	)		-			-		(804	)
Balance, April 30, 2025		(7,193	)		(105	)		-		(7,298	)
Carrying Value
Balance, July 31, 2024	$	166,151		$	376,418		$	15,014	$	557,583
Balance, April 30, 2025	$	318,949		$	376,377		$	15,014	$	710,340

Cash, cash equivalents and restricted cash are included in the following accounts:

Mineral property expenditures recorded during the period are as follows:

	*October 31, 2025*		July 31, 2025
Cash and cash equivalents	$	454,718	$	148,930
Restricted cash		7,657		9,207
Total cash, cash equivalents and restricted cash	$	462,375	$	158,137

	Three Months Ended April 30,				Nine Months Ended April 30,
	2025		2024		2025		2024
Permitting and compliance	$	253	$	394	$	855	$	1,733
Property maintenance		1,246		1,073		3,738		3,020
Exploration		3,079		4,668		8,919		9,985
Development		6,493		1,769		18,759		3,414
Extraction readiness		4,609		1,167		11,166		3,296
Total	$	15,680	$	9,071	$	43,437	$	21,448

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. The maximum credit risk of these assets is the carrying amount less the amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S. Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent. As of October 31, 2025, approximately $318.87 million of our cash and cash equivalents is held in a single financial institution, which is among the largest banks in the U.S. and subject to concentration risk. The Company does not consider any of its financial assets to be impaired as of October 31, 2025.

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URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

NOTE 67: ~~PROPERTY,~~EQUITY-ACCOUNTED ~~PLANT AND EQUIPMENT~~INVESTMENTS

~~Property~~As at October 31, ~~plant~~2025, ~~and~~we ~~equipment~~owned ~~consists~~17,978,364 shares of Uranium Royalty Corp. (“URC”), representing a 13.0% ( July 31, 2025: 13.5%) interest in URC. In addition, two of our executive officers are members of URC’s board of directors. Furthermore, one of these executive officers also holds an executive position within URC. As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during the ~~following~~three months ended October 31, 2025. Should URC’s outstanding options be fully exercised, the Company’s ownership interest would decrease from 13.0% to 12.8%. URC is a public company listed on the Toronto Stock Exchange with the trading symbol “URC” and on NASDAQ with the trading symbol “UROY”. As at October 31, 2025, the fair value of our investment in URC was approximately $87.37 million ( July 31, 2025: $46.56 million).

	April 30, 2025							July 31, 2024
	Cost		Accumulated			Net Book		Cost		Accumulated			Net Book
			Depreciation			Value				Depreciation			Value
Plant and Processing Facilities	$	61,470	$	(3,853	)	$	57,617	$	19,346	$	(2,708	)	$	16,638
Mining Equipment		6,745		(2,877	)		3,868		3,740		(2,523	)		1,217
Logging Equipment and Vehicles		5,161		(2,595	)		2,566		3,452		(2,222	)		1,230
Computer Equipment		303		(296	)		7		300		(287	)		13
Furniture and Fixtures		243		(201	)		42		243		(190	)		53
Buildings		2,086		(153	)		1,933		337		(103	)		234
Land		1,514		-			1,514		1,080		-			1,080
	$	77,522	$	(9,975	)	$	67,547	$	28,498	$	(8,033	)	$	20,465

As at October 31, 2025, we owned 50% of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”). JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada. The Company’s 50% interest in JCU is a joint venture, which is accounted for using the equity method.

~~NOTE~~During 7:the ~~RESTRICTED~~three ~~CASH~~months ended October 31, 2025, the changes in carrying value of our equity-accounted investments are summarized as follows:

	Investment in
	URC			JCU			Total
Balance, July 31, 2025	$	34,657		$	21,168		$	55,825
Share of income (loss)		381			(1,158	)		(777	)
Gain on dilution of ownership interest		1,517			-			1,517
Foreign exchange difference		(416	)		(233	)		(649	)
Balance, October 31, 2025	$	36,139		$	19,777		$	55,916

~~Cash,~~For ~~cash~~the ~~equivalents~~three months ended October 31, 2025 and ~~restricted~~2024, ~~cash~~income ~~are~~(loss) ~~included~~from inour equity-accounted investments consisted of the following ~~accounts~~:

	April 30, 2025			July 31, 2024
	Three Months Ended October 31,
Cash and cash equivalents	$	71,397		$	87,533
	2025			2024
Restricted cash		9,207			7,251
Share of income (loss)	$	(777	)	$	(481	)
Total cash, cash equivalents and restricted cash	$	80,604		$	94,784
Gain on dilution of ownership interest		1,517			5
Total	$	740		$	(476	)

During the nine months ended April 30, 2025, we paid $1.96 million of surety bond collateral related to the Sweetwater Acquisition.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. The maximum credit risk of these assets is the carrying amount less the amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S. Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent. As of April 30, 2025, approximately $59.50 million of our cash and cash equivalents are held in a single financial institution at one of the largest banks in Canada and subject to concentration risk. The Company does not consider any of its financial assets to be impaired as of April 30, 2025.

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URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

NOTE 8: INVESTMENTS IN EQUITY~~-ACCOUNTED~~ ~~INVESTMENTS~~SECURITIES

AsDuring at April 30, 2025, we owned 17,978,364 shares of Uranium Royalty Corp. (“URC”), representing a 13.5% ( July 31, 2024: 14.8%) interest in URC. In addition, two of our executive officers are members of URC’s board of directors. Furthermore, one of these executive officers also holds an executive position within URC. As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during the three ~~and nine~~ months ended ~~April~~October 3031, 2025~~. Should URC’s outstanding options be fully exercised~~, the ~~Company’s~~changes ~~ownership~~in interest would decrease from 13.5% to 13.3%. URC is a public company listed on the Toronto Stock Exchange with the trading symbol “URC” and on NASDAQ with the trading symbol “UROY”. As at April 30, 2025, the fair value of our ~~investment~~investments in ~~URC~~equity ~~was~~securities ~~approximately~~are ~~$32.54 million~~summarized (as ~~July 31, 2024~~follows: ~~$43.33 million).~~

As at April 30, 2025, we owned 50% of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”) acquired through our acquisition of UEX Corporation completed on August 19, 2022 (the “UEX Acquisition”). JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada. The Company’s 50% interest in JCU is a joint venture, which is accounted for using the equity method.

Balance, July 31, 2025	$	28,470
Fair value gain on equity securities		16,021
Balance, October 31, 2025	$	44,491

~~During~~Pursuant to Accounting Standards Codification (“ASC”) 323 Investments – Equity Method and Joint Ventures, there is a rebuttable presumption that equity method of accounting shall be applied for investments of 20% or more of the ~~nine~~investee’s ~~months~~outstanding ~~ended~~voting common stock. As at ~~April~~October 3031, 2025, the Company owned 4,978,877 common shares of Anfield Energy Inc. (“Anfield”) ( July 31, 2025: 4,978,877 on a post-consolidated basis(1)), representing approximately 31.4% ( July 31, 2025: 31.8%) of the outstanding common shares of Anfield on a non-diluted basis and approximately 36.5% ( July 31, 2025: 37.0%) on a partially diluted basis after assuming the exercise of 1,283,639 post-consolidated share purchase warrants of Anfield (the “Anfield Warrants”) held by the Company. As a result, the Company’s investment in Anfield’s common shares is subject to equity method of accounting. However, as permitted under ASC 825 Financial Instruments, the Company elected to apply the fair value option to account for its investment in Anfield’s common shares. All subsequent changes in ~~carrying~~fair value of ~~our~~the ~~equity-accounted~~common ~~investments~~shares of Anfield are ~~summarized~~recognized asin ~~follows:~~the consolidated statements of operations.

	Investment in
	URC			JCU			Total
Balance, July 31, 2024	$	34,978		$	23,831		$	58,809
Capital contribution		-			538			538
Share of loss		(452	)		(3,298	)		(3,750	)
Gain on dilution of ownership interest		28			-			28
Foreign exchange difference		(3	)		(56	)		(59	)
Balance, April 30, 2025	$	34,551		$	21,015		$	55,566

As at October 31, 2025, the fair value of the Company’s investment in Anfield’s common shares was $41.27 million ( July 31, 2025: $26.14 million) and the fair value of our Anfield Warrants was $2.06 million ( July 31, 2025: $1.39 million).

~~For~~The ~~the~~cumulative ~~three~~revaluation ~~and~~adjustment ~~nine~~since ~~months~~acquisition ~~ended April~~of ~~30,~~the ~~2025~~equity ~~and~~securities ~~2024,~~held ~~income~~as ~~(loss)~~at October ~~from~~31, ~~our~~2025 ~~equity-accounted~~is ~~investments~~a ~~consisted~~ gain of ~~the following:~~$7.85 million.

	Three Months Ended April 30,					Nine Months Ended April 30,
	2025			2024		2025			2024
Share of income (loss)	$	(2,256	)	$	104	$	(3,750	)	$	1,325
Gain on dilution of ownership interest		1			3,202		28			3,633
Total	$	(2,255	)	$	3,306	$	(3,722	)	$	4,958

⁽¹⁾ Effective August 1, 2025, Anfield completed a share consolidation on the basis of one (1) post-consolidation common share for every seventy-five (75) pre-consolidation common shares. All references to Anfield’s common shares in this note are presented on a post-consolidated basis.

NOTE 9:

ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations (“ARO”s) relate to future remediation and decommissioning activities for our plants, processing facilities and various projects, and are summarized as follows:

Balance, July 31, 2025	$	39,064
Accretion		529
Liabilities settled in cash		(142	)
Balance, October 31, 2025		39,451
Asset retirement obligations, current		(5,017	)
Asset retirement obligations, non-current	$	34,434

The estimated cash flows and assumptions used for our ARO estimates are as follows:

	*October 31, 2025*		July 31, 2025
Undiscounted amount of estimated cash flows		88,527		88,669

Payable in years		1 to 37		1 to 37
Inflation rate		1.56% to 5.32%		1.56% to 5.32%
Discount rate		3.72% to 6.35%		3.72% to 6.35%

Table of Contents

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

NOTE 910: ~~INVESTMENTS~~CAPITAL ~~IN EQUITY SECURITIES~~STOCK

~~During~~ At-the-Market ~~nine months ended April 30, 2025, the changes in our investments in equity securities are summarized as follows:~~Offerings

Balance, July 31, 2024	$	75,264
Sale of investment in publicly listed companies		(54,372	)
Investment in public listed companies		10,455
Fair value loss on equity securities		(22,583	)
Foreign exchange difference		(1	)
Balance, April 30, 2025	$	8,763

On November 16, 2022, we filed a Form S-3 automatic shelf registration statement under the United States Securities Act of 1933, as amended (the “Securities Act”), which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for units which include common stock, debt securities, warrants or any combination thereof (the “2022 Shelf”), which included an at-the-market offering agreement prospectus (the “2022 ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $300 million in shares of our common stock under the 2022 Shelf.

On ~~January~~November 1516, ~~2025~~2022, we ~~completed~~also ~~the~~entered ~~acquisition~~into ofan ~~107,142,857~~at-the-market ~~common~~offering ~~shares~~agreement (the “~~Anfield~~2022 ~~Shares~~ATM Offering Agreement”) ofwith ~~Anfield~~H.C. ~~Energy~~Wainwright ~~Inc~~& Co., LLC and certain co-managers (collectively, the “~~Anfield~~2022 ATM Managers”) ~~for~~as ~~total~~set ~~consideration~~forth ofin ~~$10.46~~the ~~million~~2022 ~~pursuant~~ATM toOffering aAgreement ~~subscription~~under ~~agreement~~which ~~between~~we may, ~~the~~from ~~Company~~time ~~and~~to ~~Anfield. As~~time, ~~at April~~sell ~~30,~~shares ~~2025,~~of ~~the~~our ~~Company owns 17.63%~~common stock having an aggregate offering price of up to $300 million through the ~~outstanding~~2022 ~~shares~~ATM ofManagers ~~Anfield~~selected by us.

~~During the three months ended~~On ~~April~~December 3020, ~~2025~~2024, ~~the~~we ~~Company~~filed ~~entered~~a ~~into~~prospectus ansupplement ~~indemnification~~to ~~support~~our ~~agreement~~2022 ~~with~~Shelf ~~Anfield. Under this agreement~~ (the ~~Company provides an indemnity of $3 million in favour of Anfield for~~“2024 ~~its~~ATM ~~surety~~Offering”) ~~bond~~under ~~and,~~which ~~in return~~we may, ~~obtains~~from ~~the~~time ~~right~~ to ~~nominate~~time, ~~members~~sell toshares ~~Anfield board~~ of ~~directors~~our incommon ~~proportion~~stock tohaving ~~the~~an ~~Company’s~~aggregate ~~ownership~~offering price of ~~outstanding~~up ~~Anfield~~to ~~Shares.~~$300 ~~The~~million ~~Company’s~~pursuant ~~ability~~ to ~~appoint~~an ~~directors~~at-the-market tooffering ~~Anfield’s~~agreement ~~board results in~~ (the ~~investment~~“2024 inATM ~~Anfield~~Offering ~~Shares~~Agreement”) ~~being~~we ~~subject~~have towith ~~equity~~Goldman ~~method~~Sachs of& ~~accounting~~Co. ~~However,~~LLC asand ~~permitted~~certain ~~under~~co-managers ~~ASC 825 Financial Instruments~~(collectively, the ~~Company~~“2024 ~~elected~~ATM toManagers”). ~~apply~~Under the ~~fair~~2024 ~~value~~ATM ~~option~~Offering toAgreement, ~~account~~we may, ~~for~~from ~~its~~time ~~investment~~to intime, ~~Anfield~~sell ~~Shares.~~shares ~~All subsequent changes in fair value~~ of ~~Anfield~~our ~~Shares~~common ~~are~~stock ~~recognized~~through in the ~~consolidated~~2024 ~~statements~~ATM ofManagers ~~operations. The~~selected ~~indemnity may be canceled~~ by ~~the Company upon delivery of 30 days’ written notice~~us.

~~The~~On November ~~cumulative~~14, ~~revaluation~~2025, ~~adjustment~~we ~~since~~filed ~~acquisition~~Form ofS-3 automatic shelf registration statement under the ~~equity~~Securities Act, which became effective upon filing, providing for the public offer and sale of certain securities ~~held~~of asthe Company from time to time, at ~~April~~ 30our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for units which include common stock, debt securities, warrants or any combination thereof (the “2025 isShelf”), which included an at-the-market offering agreement prospectus (the “2025 ATM Offering”) covering the offering, issuance and sale of up to a ~~loss~~maximum offering of $~~12.79~~ 600 million in shares of our common stock under the 2025 Shelf.

~~NOTE~~On November ~~10:~~14, ~~ASSET~~2025, ~~RETIREMENT~~we ~~OBLIGATIONS~~also entered into an at-the-market offering agreement (the “2025 ATM Offering Agreement”) with Goldman Sachs & Co. LLC and certain co-managers (collectively, the “2025 ATM Managers”). Under the 2025 ATM Offering Agreement, we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $600 million through the 2025 ATM Managers selected by us.

~~Asset~~During ~~retirement~~the ~~obligations~~three ~~(“ARO”~~months ended October 31, 2024, we issued 7,595,626 of the Company’s) ~~relate~~common tostock ~~future~~under ~~remediation~~the ~~and~~2022 ~~decommissioning~~ATM ~~activities~~Offering for ~~our~~gross ~~plants,~~cash ~~processing~~proceeds ~~facilities~~of ~~and~~$62.64 million. ~~various~~The ~~projects~~total issuance costs were $1.41 million, ~~and~~all ~~are~~of ~~summarized~~which aswere ~~follows:~~related to compensation paid to the 2022 ATM Managers.

Balance, July 31, 2024	$	19,625
Assumed from Sweetwater Acquisition (Note 3)		10,392
Addition		7,688
Accretion		1,127
Liabilities settled in cash		(108	)
Balance, April 30, 2025		38,724
Asset retirement obligations, current		(2,845	)
Asset retirement obligations, non-current	$	35,879

During the three months ended October 31, 2025, we issued 10,077,186 of the Company’s common stock under the 2024 ATM Offering for gross cash proceeds of $101.97 million. The total issuance costs were $2.29 million, all of which were related to compensation paid to the 2024 ATM Managers.

~~The~~Public ~~estimated timing~~Offering ~~of cash flows and assumptions used for our ARO estimates are as follows:~~

	April 30, 2025		July 31, 2024
Payable in years		1 to 37		1 to 23
Inflation rate		1.56% to 5.32%		1.56% to 5.32%
Discount rate		3.72% to 6.35%		3.72% to 6.35%

On October 6, 2025, we completed a public offering of 15,500,000 shares of our common stock at a price of $13.15 per share, resulting in gross proceeds of $203.83 million. On October 9, 2025, the underwriter exercised its over-allotment option to purchase an additional 2,325,000 shares of common stock at the same offering price, providing additional gross proceeds to the Company of $30.57 million. The total issuance costs were $2.79 million pursuant to the public offering and the over-allotment purchase.

Table of Contents

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

~~NOTE~~Private ~~11: DERIVATIVE LIABILITIES~~Placement

On ~~August~~October 192, ~~2022~~2025, ~~the~~we ~~Company~~completed ~~issued~~a ~~replacement~~private ~~warrants~~placement ~~(each~~offering of 575,000 ashares of our common stock issued as “~~Replacement~~flow-through ~~Warrant~~shares” (the “FT Shares”), as defined in ~~connection~~subsection ~~with~~66(15) of the ~~UEX~~Income ~~Acquisition~~Tax Act (Canada), for gross proceeds of $8. 63 million. The ~~Replacement~~proceeds ~~Warrants~~will ~~are~~be ~~accounted~~applied ~~for~~toward certain asqualifying ~~derivative~~Canadian ~~liabilities~~exploration asexpenditures ~~the~~(“CEE”), ~~exercise~~as ~~prices~~defined ofin the ~~Replacement~~Income ~~Warrants~~Tax ~~are~~Act ~~denominated~~(Canada), inat ~~Canadian~~the ~~dollars~~Company’s ~~which~~Roughrider ~~differs~~Project located ~~from~~in ~~our~~Saskatchewan, ~~functional currency~~Canada.

AsThe difference between the Company’s trading price at ~~April~~ ~~30,~~the ~~2025,~~time ~~there~~of ~~were~~issuance noand the price of the FT Shares is recorded as ~~Replacement~~a ~~Warrants~~flow-through ~~outstanding~~share premium (the “FT Premium Liability”). The ~~movement~~FT inPremium ~~derivative~~Liability of $0.75 million is recorded within accrued liabilities ~~during~~on our Consolidated Balance Sheet. The FT Premium Liability will be derecognized in subsequent periods when the ~~period~~Company isincurs asqualifying ~~follows:~~CEE and submits the required documentation to renounce the related tax benefits to the FT Share subscriber.

Balance, July 31, 2024	$	3,030
Exercise of Replacement Warrants		(1,324	)
Change in fair value during the period		(1,706	)
Balance, April 30, 2025	$	-

Share Purchase Warrants

~~NOTE~~As ~~12:~~at October ~~CAPITAL~~31, ~~STOCK~~2025, our number of outstanding share purchase warrants was 159,091 ( July 31, 2025: 159,091).

~~Equity~~A ~~Financing~~summary of our share purchase warrants outstanding and exercisable as of October 31, 2025, is as follows:

On November 16, 2022, we filed a Form S-3 automatic shelf registration statement under the United States Securities Act of 1933, as amended (the “Securities Act”), which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for units which include common stock, debt securities, warrants or any combination thereof (the “2022 Shelf”), which included an at-the-market offering agreement prospectus (the “2022 ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $300 million under the 2022 Shelf.

		*Number of*		*Weighted Average Remaining*
*Weighted Average*		*Warrants*		*Contractual*
*Exercise Price*		*Outstanding*		*Life (Years)*		*Expiry Date*
	4.13		159,091		0.43	April 5, 2026

~~On November~~NOTE ~~16,~~11: ~~2022, we also entered into an at~~STOCK-~~the-market~~BASED offering agreement (the “2022 ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the “2022 ATM Managers”) as set forth in the 2022 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $300 million through the ATM Managers selected by us.COMPENSATION

~~On December~~Stock 20, 2024, we filed a prospectus supplement to our 2022 Shelf (the “2024 ATM Offering”) under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $300 million pursuant to an at-the-market offering agreement (the “2024 ATM Offering Agreement”) we have with Goldman Sachs & Co. LLC and certain co-managers (collectively, the “2024 ATM Managers”). Under the 2024 ATM Offering Agreement, we may, from time to time, sell shares of our common stock through the 2024 ATM Managers selected by us.Options

A continuity schedule of our outstanding stock options for the three months ended October 31, 2025, is as follows:

	*Number of Stock*			*Weighted Average*
	*Options*			*Exercise Price*
Balance, July 31, 2025		4,594,207		$	2.71
Exercised		(857,220	)		2.58
Forfeited		(1,200	)		5.49
Balance, October 31, 2025		3,735,787		$	2.74

Table of Contents

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

~~During~~The ~~the~~table ~~nine~~below ~~months~~sets ~~ended April~~forth ~~30,~~the ~~2024,~~number ~~we issued 24,584,399~~ of ~~the~~shares ~~Company’s~~issued ~~common~~and ~~stock under the 2022 ATM Offering for gross~~ cash ~~proceeds~~received ofupon ~~$158.62 million.~~the ~~The~~exercise ~~total issuance costs were $3.57 million, all~~ of ~~which~~our ~~were~~stock ~~related to compensation paid to the 2022 ATM Managers.~~options:

During the nine months ended April 30, 2025, we issued 11,516,375 and 11,888,516 of the Company’s common stock under the 2022 ATM Offering and the 2024 ATM Offering for gross cash proceeds of $94.40 million and $75.34 million, respectively. The total issuance costs were $2.15 million and $1.69 million, all of which were related to compensation paid to the 2022 ATM Managers and the 2024 ATM Managers, respectively.

	*Three Months Ended October 31,*
	*2025*		2024
Number of Options Exercised on a Cash Basis		189,417		46,275
Number of Options Exercised on a Non-Cash Basis		667,803		127,100
Total Number of Options Exercised		857,220		173,375

Number of Shares Issued on a Cash Basis		189,417		46,275
Number of Shares Issued on a Non-Cash Basis		523,888		74,762
Total Number of Shares Issued Upon Exercise of Options		713,305		121,037

Cash Received from Exercise of Stock Options	$	641	$	120
Total Intrinsic Value of Options Exercised	$	7,548	$	809

~~Subsequent~~A ~~to April~~continuity ~~30,~~schedule ~~2025, we issued 9,306,188~~ of ~~the~~our ~~Company’s~~outstanding ~~common~~unvested stock ~~under~~options ~~the~~as ~~2024 ATM Offering for gross cash proceeds~~ of October ~~$56.08~~31, ~~million. The total issuance costs were $1.26 million~~2025, ~~all~~and ofthe ~~which~~changes ~~were~~during ~~related to compensation paid to~~ the ~~2024~~period, ~~ATM~~is ~~Managers.~~as follows:

Share Purchase Warrants

	*Number of Unvested Stock Options*			*Weighted Average Grant-Date Fair Value*
Balance, July 31, 2025		359,619		$	3.80
Vested		(30,060	)		4.43
Balance, October 31, 2025		329,559		$	3.75

AAs ~~continuity~~at October ~~schedule~~31, 2025, the aggregate intrinsic value of all of our outstanding ~~share~~stock ~~purchase~~options ~~warrants~~was ~~for~~estimated ~~the~~at ~~nine~~$46.30 ~~months~~million ~~ended~~(vested: $43.25 million and unvested: $3.05 million). As at ~~April~~October 3031, 2025, isour asunrecognized ~~follows~~compensation cost related to unvested stock options was $0.49 million ( July 31, 2025: $0.75 million), which is expected to be recognized over 0.90 years.

	Number of			Weighted Average
	Warrants			Exercise Price
Balance, July 31, 2024		1,265,319		$	3.29
Exercised		(1,065,899	)		3.21
Expired		(40,329	)		2.35
Balance, April 30, 2025		159,091		$	4.13

A summary of our stock options outstanding and exercisable as of October 31, 2025, is as follows:

A summary of our share purchase warrants outstanding and exercisable as of April 30, 2025, is as follows:

	Options Outstanding						Options Exercisable
					Weighted						Weighted
					Average						Average
Range of			Weighted		Remaining				Weighted		Remaining
Exercise	Outstanding at		Average		Contractual		Exercisable at		Average		Contractual
Prices	October 31, 2025		Exercise Price		Term (Years)		October 31, 2025		Exercise Price		Term (Years)
$0.91 to $0.99		1,007,750	$	0.92		4.44		1,007,750	$	0.92		4.44
$1.00 to $1.99		475,000		1.10		4.71		475,000		1.10		4.71
$2.00 to $2.99		434,649		2.28		5.66		434,649		2.28		5.66
$3.00 to $3.99		1,327,655		3.62		6.90		1,277,532		3.61		6.87
$4.00 to $4.99		14,000		4.36		8.98		6,500		4.53		8.46
$5.00 to $5.99		335,843		5.49		8.73		146,686		5.48		8.72
$6.00 to $6.99		64,558		6.51		8.59		42,316		6.56		8.54
$7.00 to $7.99		10,000		7.63		8.23		7,500		7.63		8.23
$8.00 to $8.68		66,332		8.68		9.75		8,295		8.68		9.75
		3,735,787	$	2.74		6.07		3,406,228	$	2.43		5.81

		Number of		Weighted Average Remaining
Weighted Average		Warrants		Contractual
Exercise Price		Outstanding		Life (Years)		Expiry Date
	4.13		159,091		0.93	April 5, 2026

During the nine months ended April 30, 2025, we received cash proceeds totaling $3.30 million from the exercise of share purchase warrants. During the nine months ended April 30, 2024, we received cash proceeds totaling $4.51 million from the exercise of share purchase warrants.

Table of Contents

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

~~NOTE~~Restricted ~~13:~~Stock ~~STOCK-BASED COMPENSATION~~Units

~~Stock~~A ~~Options~~summary of our outstanding and unvested restricted stock units (each, an “RSU”) as of October 31, 2025, is as follows:

A continuity schedule of our outstanding stock options for the three and nine months ended April 30, 2025, is as follows:

	*Number of*
	*Restricted Stock*		*Grant Date*		*Remaining Life*		*Aggregate*
Grant Date	*Units*		*Fair Value*		*(Years)*		*Intrinsic Value*
July 31, 2023		206,800	$	3.32		0.83	$	3,129
April 1, 2024		13,334		7.07		1.50		202
July 26, 2024		406,732		5.49		1.82		6,154
October 1, 2024		10,735		6.21		2.00		162
November 5, 2024		1,673		7.12		1.10		25
November 5, 2024		14,344		7.12		2.10		217
January 6, 2025		5,874		7.06		2.27		89
January 27, 2025		2,122		7.07		2.33		32
June 9, 2025		194		6.61		1.69		3
July 31, 2025		535,638		8.68		2.84		8,104
October 22, 2025		106		13.51		2.06		2
		1,197,552	$	6.60		2.11	$	18,119

	Number of Stock			Weighted Average
	Options			Exercise Price
Balance, July 31, 2024		5,103,339		$	2.66
Granted		24,415			6.21
Exercised		(173,375	)		2.85
Cancelled/Forfeited		(12,062	)		4.32
Balance, October 31, 2024		4,942,317		$	2.67
Granted		1,289			8.28
Exercised		(63,852	)		3.34
Cancelled/Forfeited		(22,524	)		4.37
Balance, January 31, 2025		4,857,230		$	2.66
Granted		10,000			4.22
Exercised		(29,750	)		3.50
Cancelled/Forfeited		(17,988	)		4.73
Balance, April 30, 2025		4,819,492		$	2.65

During the three months ended October 31, 2025, our stock-based compensation related to RSUs was $1.06 million (three months ended October 31, 2024: $0.75 million). As at October 31, 2025, our unrecognized compensation costs related to unvested RSUs totaled $5.29 million ( July 31, 2025: $6.35 million), which is expected to be recognized over a period of approximately 1.67 years.

~~The~~Performance ~~table~~Based ~~below~~Restricted ~~sets~~Stock ~~forth the number of shares issued and cash received upon the exercise of our stock options:~~Units

	Three Months Ended April 30,				Nine Months Ended April 30,
	2025		2024		2025		2024
Number of Options Exercised on a Cash Basis		1,250		202,437		49,963		492,112
Number of Options Exercised on a Non-Cash Basis		28,500		203,974		217,014		1,400,984
Total Number of Options Exercised		29,750		406,411		266,977		1,893,096
Number of Shares Issued on a Cash Basis		1,250		202,437		49,963		492,112
Number of Shares Issued on a Non-Cash Basis		14,178		142,640		124,567		968,825
Total Number of Shares Issued Upon Exercise of Options		15,428		345,077		174,530		1,460,937
Cash Received from Exercise of Stock Options	$	5	$	281	$	134	$	681
Total Intrinsic Value of Options Exercised	$	101	$	2,431	$	1,211	$	9,022

During the three months ended October 31, 2025, our stock-based compensation related to the amortization of performance based restricted stock units (each, a “PRSU”) totaled $0.37 million (three months ended October 31, 2024: $0.29 million). As at October 31, 2025, our unrecognized compensation costs related to unvested PRSUs totaled $2.75 million ( July 31, 2025: $3.12 million), which is expected to be recognized over a period of approximately 2.26 years.

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URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

AStock-Based ~~continuity schedule of our outstanding unvested stock options as of April 30, 2025, and the changes during the period, is as follows:~~Compensation

	Number of Unvested Stock Options			Weighted Average Grant-Date Fair Value
Balance, July 31, 2024		1,086,988		$	2.83
Granted		24,415			4.09
Cancelled/Forfeited		(12,062	)		2.85
Vested		(87,325	)		3.19
Balance, October 31, 2024		1,012,016		$	2.83
Granted		1,289			5.53
Cancelled/Forfeited		(22,449	)		2.89
Vested		(280,059	)		2.50
Balance, January 31, 2025		710,797		$	2.97
Granted		10,000			2.67
Cancelled/Forfeited		(15,125	)		3.20
Vested		(42,462	)		2.89
Balance, April 30, 2025		663,210		$	2.96

A summary of our stock-based compensation expense for the three months ended October 31, 2025, is as follows:

During the nine months ended April 30, 2025, we granted a stock option under our 2024 Stock Incentive Plan (the “Stock Incentive Plan”) to one of our officers to purchase an aggregate of 24,415 shares of the Company which are subject to a 24-month vesting provision whereby, at the end of each of the first three and six months after the grant date, 12.5% of the total stock options become exercisable, and whereby at the end of each of 12, 18 and 24 months after the grant date, 25% of the total stock options become exercisable.

	*Three Months Ended*
	*October 31,*
	*2025*		2024
Stock-Based Compensation for Consultants
Common stock issued to consultants	$	-	$	88
Amortization of stock option expenses		11		55
Amortization of RSU expenses		-		17
		11		160
Stock-Based Compensation for Management
Amortization of stock option expenses		173		207
Amortization of RSU and PRSU expenses		1,364		968
		1,537		1,175
Stock-Based Compensation for Employees
Amortization of stock option expenses		72		434
Amortization of RSU expenses		61		52
		133		486
	$	1,681	$	1,821

~~For~~NOTE ~~the~~12: ~~nine~~SALES ~~months~~AND ~~ended April~~COST ~~30,~~OF 2025, the weighted average fair value of the stock options granted was $3.75 per share and it was estimated at the date of grant using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy:SALES

Exercise Price	$	5.73
Expected Risk Free Interest Rate		3.59	%
Expected Volatility		78.28	%
Expected Life in Years		5
Expected Dividend Yield		0.00	%

The table below provides a breakdown of our sales revenue and the cost of sales revenue:

As at April 30, 2025, the aggregate intrinsic value of all of our outstanding stock options was estimated at $12.75 million (vested: $12.20 million and unvested: $0.55 million). As at April 30, 2025, our unrecognized compensation cost related to unvested stock options was $0.69 million ( July 31, 2024: $2.18 million), which is expected to be recognized over 0.84 years.

	*Three Months Ended October 31,*
	*2025*		2024
Sales of purchased uranium inventory	$	-	$	17,087
Cost of purchased uranium inventory	$	-	$	(10,836	)
Gross profit	$	-	$	6,251

The table below provides a breakdown of major customers:

	*Three Months Ended October 31,*
	*2025*		2024
Customer A		-		53	%
Customer B		-		47	%
		-		100	%

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URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

ANOTE ~~summary~~13: ofLOSS ~~our~~PER ~~stock options outstanding and exercisable as of April 30, 2025, is as follows:~~SHARE

	Options Outstanding						Options Exercisable
					Weighted						Weighted
					Average						Average
Range of			Weighted		Remaining				Weighted		Remaining
Exercise	Outstanding at		Average		Contractual		Exercisable at		Average		Contractual
Prices	April 30, 2025		Exercise Price		Term (Years)		April 30, 2025		Exercise Price		Term (Years)
$0.91 to $0.99		1,392,750	$	0.92		5.02		1,392,750	$	0.92		5.02
$1.00 to $1.99		475,000		1.10		5.21		475,000		1.10		5.21
$2.00 to $2.99		522,149		2.26		6.18		522,149		2.26		6.18
$3.00 to $3.99		1,943,929		3.62		7.42		1,627,102		3.64		7.25
$4.00 to $4.99		15,000		4.39		9.41		3,750		4.72		8.35
$5.00 to $5.99		394,817		5.48		9.21		104,355		5.46		9.16
$6.00 to $6.99		64,558		6.51		9.09		26,176		6.58		9.01
$7.00 to $7.99		10,000		7.63		8.73		5,000		7.63		8.73
$8.00 to $8.28		1,289		8.28		9.55		-		8.28		9.55
		4,819,492	$	2.65		6.55		4,156,282	$	2.33		6.20

The following table reconciles the weighted average number of shares used in the calculation of our basic and diluted loss per share:

Restricted Stock Units

	*Three Months Ended October 31,*
Numerator	*2025*			2024
Net Loss for the Period	$	(10,341	)	$	(20,158	)
Denominator
Basic Weighted Average Number of Shares		467,942,060			412,138,998
Dilutive Effect of Stock Awards and Warrants		-			-
Diluted Weighted Average Number of Shares		467,942,060			412,138,998
Net Loss Per Share – Basic	$	(0.02	)	$	(0.05	)
Net Loss Per Share – Diluted	$	(0.02	)	$	(0.05	)

During the nine months ended April 30, 2025, the Company granted 16,103 restricted stock units (each, an “RSU”) to one of our officers under our Stock Incentive Plan. RSUs granted during the period have a vesting period of three years from the grant date, whereby one-third of the RSUs will vest at the end of the first, second and third year, respectively, from the date of grant. The fair value of these RSUs was determined using the share prices at the respective grant dates.

A summary of our outstanding and unvested RSUs as of April 30, 2025, is as follows:

	Number of
	Restricted Stock		Grant Date		Remaining Life		Aggregate
Grant Date	Units		Fair Value		(Years)		Intrinsic Value
May 1, 2022		19,608	$	4.25		0.09	$	103
July 29, 2022		92,015		3.98		0.33		483
July 31, 2023		413,593		3.32		1.34		2,171
January 2, 2024		778		6.44		1.76		4
April 1, 2024		13,334		7.07		2.00		70
July 26, 2024		610,091		5.49		2.32		3,203
September 1, 2024		709		5.23		0.42		4
October 1, 2024		16,103		6.21		2.50		85
November 5, 2024		2,230		7.12		1.60		12
November 5, 2024		14,344		7.12		2.60		75
November 18, 2024		323		8.28		0.64		2
January 6, 2025		5,874		7.06		2.77		31
January 27, 2025		2,122		7.07		2.83		11
		1,191,124	$	4.66		1.79	$	6,254

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URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

~~During~~NOTE ~~the three and nine months ended April 30, 2025, our stock-based compensation related to RSUs was $0.74 million and $2.27 million (three and nine months ended April 30, 2024~~14: ~~$0.45~~SEGMENTED million and 1.33 million), respectively. As at April 30, 2025, our unrecognized compensation costs related to unvested RSUs totaled $2.43 million ( July 31, 2024: $4.42 million), which is expected to be recognized over a period of approximately 1.46 years.INFORMATION

~~Performance~~The ~~Based~~Company’s ~~Restricted~~operating ~~Stock~~segments ~~Units~~consist of uranium exploration and mining activities in Wyoming, Texas, Saskatchewan and Others, as well as a corporate segment engaged in investments and the trading of purchased uranium inventory.

~~During~~Our ~~the~~Chief ~~three~~Executive ~~and~~Officer ~~nine~~who ~~months~~is ~~ended April~~the ~~30,~~Chief ~~2025,~~Operating ~~our~~Decision ~~stock-based~~Maker ~~compensation~~(“CODM”) ~~related to~~evaluates ~~the~~performance ~~amortization~~and allocates resources for all of ~~performance~~the ~~based~~Company’s ~~restricted~~reportable ~~stock~~segments ~~units~~based ~~(each,~~on aincome ~~“PRSU”~~(loss) ~~totaled~~before $0income taxes.~~29 million~~ The ~~and~~CODM ~~$0.86~~uses ~~million~~segment income (~~three~~loss) ~~and~~before ~~nine~~income ~~months~~taxes ~~ended April~~to 30allocate resources, ~~2024:~~including ~~$0.18 million~~decisions ~~and~~related ~~$0.53~~to ~~million),~~capital ~~respectively. As~~investment ~~at April~~in ~~30,~~mining ~~2025,~~operations ~~our~~and ~~unrecognized~~potential ~~compensation~~expansion ~~costs~~opportunities. The ~~related~~significant tosegment ~~unvested~~expenses ~~PRSUs~~reviewed ~~totaled~~by ~~$1.88~~the ~~million~~CODM (are ~~July~~consistent ~~31,~~with ~~2024:~~the ~~$2.74~~operating ~~million),~~expense ~~which~~line isitems ~~expected~~presented toin bethe ~~recognized~~Company’s ~~over~~consolidated astatements ~~period~~ of ~~approximately 1~~operations.~~90 years.~~

~~Stock~~The Company adopted ASU 2023-~~Based~~07, ~~Compensation~~Segment Reporting (Topic 280), on August 1, 2024. The new segment reporting requirement is applied retrospectively to all prior periods presented in these consolidated financial statements. The tables below present financial information for each of the Company’s reportable segments. All intercompany transactions have been eliminated.

A summary of our stock-based compensation expense for the three and nine months ended April 30, 2025, is as follows:

	*Three months ended October 31, 2025*
	*Mining*												*Corporate*			*Total*
Statement of Operations	*Wyoming*			*Texas*			*Saskatchewan*			*Others*
Sales	$	-		$	-		$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-			-			-
Depreciation, amortization and accretion		(1,110	)		(321	)		(44	)		(2	)		(2	)		(1,479	)
Other operating expenses ⁽¹⁾		(12,962	)		(7,493	)		(1,928	)		(246	)		(5,714	)		(28,343	)
Other income (expenses)
Income from equity-accounted investment		-			-			-			-			740			740
Fair value gain on equity securities		-			-			-			-			16,021			16,021
Interest expense and finance costs		(341	)		(377	)		-			(5	)		-			(723	)
Interest income		-			-			-			-			2,763			2,763
Other items		-			7			4			1			-			12
Income (loss) before income taxes	$	(14,413	)	$	(8,184	)	$	(1,968	)	$	(252	)	$	13,808		$	(11,009	)

Total assets	$	368,068		$	35,524		$	375,720		$	20,961		$	628,235		$	1,428,508
Equity-accounted investments	$	-		$	-		$	-		$	-		$	55,916		$	55,916
Capital additions	$	314		$	798		$	57		$	56		$	-		$	1,225

	Three Months Ended				Nine Months Ended
	April 30,				April 30,
	2025		2024		2025		2024
Stock-Based Compensation for Consultants
Common stock issued to consultants	$	18	$	-	$	106	$	-
Amortization of stock option expenses		24		87		121		302
Amortization of RSU expenses		1		-		33		-
		43		87		260		302
Stock-Based Compensation for Management
Amortization of stock option expenses		115		120		494		488
Amortization of RSU and PRSU expenses		957		585		2,902		1,774
		1,072		705		3,396		2,262
Stock-Based Compensation for Employees
Amortization of stock option expenses		151		285		858		1,362
Amortization of RSU expenses		72		26		199		61
		223		311		1,057		1,423
	$	1,338	$	1,103	$	4,713	$	3,987

Table of Contents

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~April~~October 3031, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

NOTE 14: SALES AND SERVICE REVENUE AND COST OF SALES AND SERVICES

	*Three months ended October 31, 2024*
	*Mining*												*Corporate*			*Total*
Statement of Operations	*Wyoming*			*Texas*			*Saskatchewan*			*Others*
Sales	$	-		$	-		$	-		$	-		$	17,087		$	17,087
Cost of sales		-			-			-			-			(10,836	)		(10,836	)
Depreciation, amortization and accretion		(424	)		(133	)		(36	)		(3	)		(2	)		(598	)
Other operating expenses ⁽¹⁾		(5,723	)		(4,332	)		(4,029	)		(464	)		(4,308	)		(18,856	)
Other income (expenses)
Loss from equity-accounted investment		-			-			-			-			(476	)		(476	)
Fair value loss on equity securities		-			-			-			-			(10,349	)		(10,349	)
Gain on revaluation of derivative liabilities		-			-			-			-			1,706			1,706
Interest expense and finance costs		(142	)		-			-			(5	)		(194	)		(341	)
Interest income		-			-			-			-			1,124			1,124
Other items		-			(156	)		5			1			194			44
Loss before income taxes	$	(6,289	)	$	(4,621	)	$	(4,060	)	$	(471	)	$	(6,054	)	$	(21,495	)

Total assets	$	171,700		$	24,064		$	378,066		$	20,830		$	323,138		$	917,798
Equity-accounted investments	$	-		$	-		$	-		$	-		$	58,438		$	58,438
Capital additions	$	688		$	372		$	273		$	-		$	-		$	1,333

~~The~~(1) ~~table~~Other ~~below~~operating ~~provides~~expenses ainclude ~~breakdown~~mineral ofproperty ~~our~~expenditures ~~sales~~ and ~~service~~general ~~revenue~~ and ~~cost~~administrative ~~of sales and service revenue:~~expenses.

	Three Months Ended April 30,				Nine Months Ended April 30,
	2025		2024		2025			2024
Sales of purchased uranium inventory	$	-	$	-	$	66,837		$	-
Revenue from toll processing services		-		-		-			224
Total sales and service revenue	$	-	$	-	$	66,837		$	224
Cost of purchased uranium inventory	$	-	$	-	$	(42,360	)	$	-
Cost of toll processing services		-		-		-			(187	)
Total cost of sales and services	$	-	$	-	$	(42,360	)	$	(187	)

Geographic Information

The table below provides a breakdown of major customers:

Long-lived assets ⁽²⁾	*October 31, 2025*		July 31, 2025
United States		384,685		384,779
Canada		374,750		377,004
Others		15,436		15,381
		774,871		777,164

	Three Months Ended April 30,						Nine Months Ended April 30,
	2025			2024			2025			2024
Customer A		0	%		0	%		50	%		0	%
Customer B		0	%		0	%		24	%		0	%
Customer C		0	%		0	%		14	%		0	%
Customer D		0	%		0	%		12	%		0	%
Customer E		0	%		0	%		0	%		100	%
		0	%		0	%		100	%		100	%

⁽²⁾ Long-lived assets include mineral rights and properties and property, plant and equipment.

NOTE 15: INCOME (LOSS) PER SHARE

The following table reconciles the weighted average number of shares used in the calculation of our basic and diluted loss per share:

	Three Months Ended April 30,						Nine Months Ended April 30,
Numerator	2025			2024			2025			2024
Net Loss for the Period	$	(30,212	)	$	(19,677	)	$	(60,604	)	$	(14,106	)
Denominator
Basic Weighted Average Number of Shares		429,941,797			404,104,490			421,670,287			393,425,716
Dilutive Effect of Stock Awards and Warrants		-			-			-			-
Diluted Weighted Average Number of Shares		429,941,797			404,104,490			421,670,287			393,425,716
Net Loss Per Share – Basic	$	(0.07	)	$	(0.05	)	$	(0.14	)	$	(0.04	)
Net Loss Per Share – Diluted	$	(0.07	)	$	(0.05	)	$	(0.14	)	$	(0.04	)

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URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

NOTE 16: SEGMENTED INFORMATION

We currently operate in four reportable segments, three of which are focused on uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates, plus a corporate and administrative segment.

Segment results for the prior periods have been updated to reflect the change in reportable segments. The tables below provide financial information relating to the Company’s segments. All intercompany transactions have been eliminated.:

Three Months Ended April 30, 2025	Sales and service revenue		Depreciation, amortization and accretion		Loss from equity-accounted investment			Interest income		Loss before income taxes			Total expenditures for additions to long-lived assets
Mining
Wyoming	$	-	$	1,098	$	-		$	-	$	(12,644	)	$	190
Texas		-		264		-			-		(4,314	)		1,962
Saskatchewan		-		38		-			-		(4,460	)		-
Others		-		2		-			-		(104	)		-
Corporate and administrative		-		3		(2,255	)		571		(8,256	)		-
Consolidated	$	-	$	1,405	$	(2,255	)	$	571	$	(29,778	)	$	2,152

Three Months Ended April 30, 2024	Sales and service revenue		Depreciation, amortization and accretion		Income from equity-accounted investment		Interest income		Loss before income taxes			Total expenditures for additions to long-lived assets
Mining
Wyoming	$	-	$	400	$	-	$	-	$	(4,311	)	$	-
Texas		-		120		-		-		(3,137	)		158
Saskatchewan		-		26		-		-		(3,615	)		102
Others		-		1		-		-		(185	)		-
Corporate and administrative		-		4		3,306		993		(10,260	)		-
Consolidated	$	-	$	551	$	3,306	$	993	$	(21,508	)	$	260

Table of Contents

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025

(Unaudited - Expressed in thousands of U.S. dollars unless otherwise stated)

Nine Months Ended April 30, 2025	Sales and service revenue		Depreciation, amortization and accretion		Loss from equity-accounted investment			Interest income		Loss before income taxes			Total expenditures for additions to long-lived assets
Mining
Wyoming	$	-	$	2,386	$	-		$	-	$	(30,282	)	$	191,523
Texas		-		536		-			-		(13,205	)		3,140
Saskatchewan		-		113		-			-		(10,408	)		273
Others		-		6		-			-		(954	)		52
Corporate and administrative		66,837		7		(3,722	)		2,897		(8,087	)		-
Consolidated	$	66,837	$	3,048	$	(3,722	)	$	2,897	$	(62,936	)	$	194,988

Nine Months Ended April 30, 2024	Sales and service revenue		Depreciation, amortization and accretion		Income from equity-accounted investment		Interest income		Income (loss) before income taxes			Total expenditures for additions to long-lived assets
Mining
Wyoming	$	224	$	1,177	$	-	$	-	$	(9,706	)	$	242
Texas		-		376		-		-		(8,314	)		186
Saskatchewan		-		55		-		-		(9,301	)		2,088
Others		-		3		-		-		(671	)		69
Corporate and administrative		-		9		4,958		1,559		10,253			3
Consolidated	$	224	$	1,620	$	4,958	$	1,559	$	(17,739	)	$	2,588

As of April 30, 2025	Total assets		Equity-Accounted Investments		Long-lived assets other than financial instruments
Mining
Wyoming	$	365,453	$	-	$	352,824
Texas		33,739		-		30,533
Saskatchewan		379,045		-		377,653
Others		20,800		-		20,445
Corporate and administrative		208,773		55,566		156
Consolidated	$	1,007,810	$	55,566	$	781,611

As of July 31, 2024	Total assets		Equity-Accounted Investments		Long-lived assets other than financial instruments
Mining
Wyoming	$	169,740	$	-	$	162,816
Texas		23,776		-		21,028
Saskatchewan		378,368		-		377,550
Others		20,789		-		20,397
Corporate and administrative		297,155		58,809		200
Consolidated	$	889,828	$	58,809	$	581,991

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Expressed in thousands of U.S. dollars, except per share and per pound amounts)

The following management’s discussion and analysis of the Company’s financial condition and results of operations (the “MD&A”) contain forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations. In evaluating these statements you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Form 10-Q Quarterly Report for the ~~nine~~three months ended ~~April~~October 3031, 2025, and our Form 10-K Annual Report for Fiscal ~~2024~~2025, including the consolidated financial statements and related notes contained therein. These factors, or any one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement made in this Quarterly Report. Refer to “Cautionary Note Regarding Forward-looking Statements” as disclosed in our Form 10-K Annual Report for Fiscal ~~2024~~2025, and Item 1A, Risk Factors, under Part II - Other Information, of this Quarterly Report.

Introduction

This MD&A is focused on material changes in our financial condition from July 31, ~~2024~~2025, our most recently completed year end, to ~~April~~October 3031, 2025, and our results of operations for the three ~~and nine~~ months ended ~~April~~October 3031, 2025, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, as contained in our Form 10-K Annual Report for Fiscal ~~2024~~2025.

Business

We ~~are~~have been primarily engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing,. onOur ~~uranium~~principal ~~projects~~Projects are located in Wyoming and Texas in the United States, ~~Canada~~ and ~~the~~in ~~Republic~~Saskatchewan, ~~of Paraguay~~Canada, as more fully described in our Form 10-K Annual Report for Fiscal ~~2024~~2025.

In August 2024, we restarted uranium extraction at our fully permitted, and past producing, Christensen Ranch Mine ISR operation in Wyoming. During Fiscal 2025, our initial production as part of ramp up yielded 103,545 pounds and 26,421 pounds of precipitated uranium and dried and drummed U3O8 (uranium concentrate), respectively. For the three months ended October 31, 2025, 68,612 pounds of precipitated uranium and dried and drummed U3O8 was produced. We expect the ramp-up phase will continue while new production areas are being constructed in 2026. Mine development at Christensen Ranch advanced with active well installation (piloting, casing, underreaming) in wellfields 11 and ~~completed~~ 12 and delineation drilling in ~~2025~~wellfields 8 and 10 extensions. AtAdditionally, ~~the~~construction ~~same~~continued ~~time~~on six new header houses in wellfields 11, we12, ~~have~~and 10-extension. In parallel, process upgrades at the Irigaray central processing plant (“CPP”) continued toin ~~advance~~the ~~our~~first ~~Roughrider~~quarter ~~and~~of ~~Burke~~Fiscal ~~Hollow~~2026, ~~Projects~~including a full rebuilt of one of the two yellowcake thickeners along with ~~resource~~the ~~expansions~~repair or replacement of multiple calciner components. After quarter end, drying and ~~development~~packaging ~~programs~~operations resumed on November 13, ~~respectively~~2025, producing approximately 49,000 pounds of dried and drummed U3O8 subsequent to that date during the month of November.

~~Uranium~~At ~~recovered~~the ~~from~~same ~~the~~time, ~~Christensen~~we ~~Ranch~~continued ~~Mine~~to ~~ISR~~advance ~~operation will~~our beRoughrider ~~processed~~and atBurke ~~our~~Hollow ~~Irigaray~~Projects ~~central~~with ~~processing~~resource ~~plant~~expansions ~~(“CPP”)~~and development programs, respectively. ~~The~~ ~~Irigaray~~At ~~CPP~~Burke isHollow, major construction milestones, including the ~~hub~~ion-exchange ~~central~~plant toand ~~our~~wellfield, ~~four~~are ~~fully~~substantially ~~permitted~~complete. ~~ISR~~All ~~projects~~large ~~located~~diameter intanks have been installed at the ~~Powder~~ion-exchange ~~River~~facility ~~Basin~~and testing of ~~Wyoming,~~the ~~including~~disposal ~~our~~well ~~Christensen~~was ~~Ranch~~completed ~~Mine,~~with ~~Reno~~the ~~Creek,~~state ~~Moore~~regulatory ~~Ranch~~agency ~~and~~in ~~Ludeman projects~~attendance. On ~~October~~The ~~16,~~utility ~~2024,~~provider wecompleted ~~received~~the ~~approval~~installation ~~from~~of ~~the~~three-phase ~~Wyoming~~power ~~Department~~into ofthe ~~Environmental~~project ~~Quality~~site, ~~Uranium~~and ~~Recovery~~all ~~Program,~~facilities tohave ~~increase~~been ~~the~~energized. ~~licensed~~Well ~~production~~completion ~~capacity~~and atmechanical ~~the~~integrity ~~Irigaray~~testing ~~CPP~~reports toare ~~4.0~~underway ~~million~~following ~~pounds~~completion of ~~U3O8 annually~~construction. In Saskatchewan, Canada, we commenced a conversion core drilling program at the Roughrider Project in October 2025.

On August 1, 2025, our Sweetwater Project was designated as a FAST-41 transparency project by the U.S. Federal Permitting Improvement “Steering Council”. Significant progress was made during this quarter on our Sweetwater Plan of Operations which was submitted to the Bureau of Land Management on November 14, 2025. Plans for the installation of cased monitor wells for environmental baseline data collection were completed as well as the plans for a 200-hole delineation drilling program for the first wellfield at Sweetwater. Core will be collected for advanced mineralogical testing.

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UEC’s Ludeman project, located 10 miles northeast of Glenrock, Wyoming, is fully licensed and permitted. Plans for a 200-hole delineation drilling program in the first production area at Ludeman were finalized with drilling expected to begin in November. Forty-one monitor wells are already installed for the first production area and baseline water quality sampling is planned for these wells in the fourth quarter of fiscal 2026. Engineering for the satellite plant is in progress using internal technical expertise, with external engineering planned to commence in January 2026. Design and procurement of the ion exchange vessels for the plant is underway.

Uranium recovered from the Christensen Ranch Mine ISR operation will be processed at our Irigaray CPP, which has a licensed production capacity of four million pounds of U₃O₈ per year. The Irigaray CPP is the hub central to our four fully permitted ISR projects located in the Powder River Basin of Wyoming, including our Christensen Ranch Mine and our Reno Creek, Moore Ranch and Ludeman Projects.

In Texas, our fully-licensed and 100% owned Hobson Processing Facility forms the basis for our regional operating strategy in the State of Texas, specifically the South Texas Uranium Belt, where we utilize ISR mining. We utilize a “hub-and-spoke” strategy whereby the Hobson Processing Facility, which has a physical capacity to process uranium-loaded resins of up to a total of two million pounds of U₃O₈ annually and is licensed to process up to four million pounds of U₃O₈ annually, acts as the central processing site (the “hub”) for our Palangana Mine, and future satellite uranium mining activities, such as our Burke Hollow and Goliad Projects, located within the South Texas Uranium Belt (the “spokes”).

On ~~November~~August 718, ~~2024~~2025, we ~~filed~~incorporated anUEC ~~initial~~US assessment technical report summary that includes an economic analysis and mineral resource estimate for our Roughrider Project, located in Northern Saskatchewan, Canada. The economic analysis is included in a technical report summary titled “S-K 1300 Initial Assessment Report – Roughrider Uranium ~~Project,~~LLC ~~Saskatchewan, Canada”, issued on November 5, 2024 and prepared~~ for the ~~Company~~purpose byof ~~Tetra~~holding ~~Tech~~and ~~Canada~~administering ~~Inc.,~~our ~~Understood~~physical ~~Mineral~~uranium ~~Resources~~assets ~~Ltd., Snowden Optiro, Terracon Geotechnique Ltd.~~ and ~~Clifton~~related ~~Engineering~~contractual ~~Group~~arrangements ~~Inc.,~~ in ~~accordance~~the ~~with Item 1302 of~~ U.S~~-K 1300~~.

28 In September 2025, we announced the incorporation of United States Uranium Refining & Conversion Corp. (“UR&C”), which is intended to pursue the feasibility of developing a new uranium refining and conversion facility in the U.S. The project will move forward contingent on several factors, including completion and assessment of additional engineering and economic studies, securing strategic government commitments, utility contracts, regulatory approvals and favorable market conditions. The Company has begun initial discussions with the U.S. government, state-level energy authorities, utilities, and financial entities. During the first quarter of Fiscal 2026, we completed a $234 million public offering to advance the new U.S. refining and conversion facility, initiated the Fluor feasibility study, expanding the size of the project technical team, and progressed federal engagement and multi-state siting activities.

On October 2, 2025, we completed a private placement offering of 575,000 shares of our common stock issued as “flow-through shares”, as defined in subsection 66(15) of the Income Tax Act (Canada), for gross proceeds of $8.63 million. The proceeds will be applied toward certain qualifying Canadian exploration expenditures, as defined in the Income Tax Act (Canada), at the Company’s Roughrider Project located in Saskatchewan, Canada

On October 6, 2025, we completed a public offering of 15,500,000 shares of our common stock at a price of $13.15 per share, resulting in gross proceeds of $203.83 million. On October 9, 2025, the underwriter exercised its over-allotment option to purchase an additional 2,325,000 shares of common stock at the same offering price, providing additional gross proceeds to the Company of $30.57 million. The total issuance costs were $2.79 million pursuant to the public offering and the over-allotment purchase. We intend to use the proceeds from this offering to support the development of a new uranium refining and conversion facility through UR&C, as well as for general corporate and working capital purposes

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OnAs ~~December~~at October 631, ~~2024~~2025, ~~the~~we ~~Company~~hold ~~completed~~certain ~~the~~mineral ~~acquisition~~rights ofin ~~all~~various ofstages in the ~~issued~~States ~~and outstanding shares~~ of ~~capital~~Arizona, ~~stock~~New ofMexico, ~~(i)~~Texas ~~Kennecott Uranium Company (again KUC)~~ and ~~(ii)~~ Wyoming ~~Coal Resources Company (again WCRC) from Rio Tinto America Inc. (collectively~~, ~~again,~~and ~~the~~in ~~Sweetwater~~Canada ~~Acquisition). KUC~~ and ~~WCRC~~in ~~collectively own or hold~~ the ~~following~~Republic ~~major~~of ~~assets: (i) the facilities~~Paraguay, ~~equipment,~~many ~~improvements and fixtures for the processing~~ of ~~uranium~~which are located in ~~Sweetwater~~historically ~~County,~~successful ~~Wyoming,~~mining ~~and~~areas ~~related facilities~~ and ~~impoundments~~have ~~(again,~~been the ~~Sweetwater~~subject ~~Plant); (ii) the Red Desert Project, a uranium project adjacent to the Sweetwater Plant; and (iii) the Green Mountain Project, a uranium project located 22 miles north~~ of ~~the~~past ~~Sweetwater~~exploration ~~Plant, with two deposits that have potential for ISR mining~~ and ~~three~~pre-extraction ~~deposits~~activities ~~that~~by ~~are~~other ~~considered appropriate for conventional~~ mining~~. The~~ ~~consideration for the Sweetwater Acquisition was $175~~companies.~~4 million in cash plus acquisition related costs of $4.2 million.~~

On January 15, 2025, we completed the acquisition of 107,142,857 common shares (again, the Anfield Shares) of Anfield Energy Inc. (again Anfield) (TSX-V: AEC) for total consideration of $10.46 million ($15 million Canadian dollars) pursuant to a subscription agreement between the Company and Anfield, whereby the Company subscribed for the Anfield Shares at a price of $0.14 per share (Canadian dollars). Immediately after the acquisition, the Company had beneficial ownership, and control and direction over, a total of 203,415,775 Anfield Shares, representing approximately 17.8% of the outstanding Anfield Shares on a non-diluted basis and approximately 24.2% of the outstanding Anfield Shares on a diluted basis after assuming the exercise of all warrants held by the Company. The Anfield Shares were acquired by the Company for investment purposes. During the three months ended April 30, 2025, the Company entered into an indemnification support agreement with Anfield, whereby the Company provides an indemnity of $3 million in favour of Anfield for its surety bond and, in return, obtains the right to nominate members to Anfield’s board of directors in proportion to the Company’s ownership of outstanding Anfield Shares. The indemnity can be canceled by the Company upon the delivery of 30 day’s written notice. We will continue to monitor the business, prospects, financial condition and potential capital requirements of Anfield.

We also hold certain mineral rights in various stages in the States of Arizona, New Mexico, Texas and Wyoming, and in Canada and in the Republic of Paraguay, many of which are located in historically successful mining areas and have been the subject of past exploration and pre-extraction activities by other mining companies.

Our operating and strategic framework is to become a leading low-cost North American focused uranium supplier based on expanding our uranium extraction activities, which includes advancing certain uranium projects with established mineralized materials towards uranium extraction and establishing additional mineralized materials on our existing uranium projects or through acquisition of additional uranium projects.

~~Key~~We ~~Issues~~continue to establish additional uranium projects through exploration and pre-extraction activities and direct acquisitions in the U.S., which require us to manage numerous challenges, risks and uncertainties inherent in our business and operations as more fully described in Item 1A. Risk Factors herein.

With the completion of the acquisition of Uranium One Americas, Inc. in December 2021, together with the completion of the Sweetwater Acquisition in December 2024, we expanded our footprints in Wyoming with our Wyoming hub-and-spoke operations. The acquisition of UEX Corporation in August 2022 and the acquisition of Roughrider Mineral Holdings Inc. in October 2022 further expanded our footprints in Canada and, in particular, the Athabasca Basin in Saskatchewan. We continue to establish additional uranium mines through exploration and pre-extraction activities and direct acquisitions in both the U.S. and Paraguay, all of which require us to manage numerous challenges, risks and uncertainties inherent in our business and operations as more fully described in Item 1A. Risk Factors herein.

Our operations are capital intensive, and we will require significant additional financing to continue with our exploration, pre-extraction and extraction activities and acquire additional uranium projects. Historically, we have been reliant primarily on equity financings from the sale of our common stock to fund our operations. We have also relied on cash flows generated from the sales of our purchased uranium inventories under our physical uranium program to fund our operations. However, we have yet to achieve consistent profitability or develop consistent positive cash flow from operations. Our reliance on equity financings is expected to continue for the foreseeable future. The availability of such additional financing, when required, will be dependent on many factors beyond our control including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or additional joint venture arrangements, to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us. Our inability to obtain additional financing would have a negative impact on our operations, including delays, curtailment or abandonment of any one or all of our uranium projects.

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We have not established proven or probable reserves through the completion of a final or bankable feasibility study for any of the mineral projects we operate. We have established the existence of mineralized materials for certain uranium projects, including our ISR Mines. Since we commenced uranium extraction at our ISR Mines without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated.

The economic viability of our mining activities, including the expected duration and profitability of our ISR Mines, of any future satellite ISR mines, such as our Burke Hollow, Goliad, Ludeman, Antelope and Charlie Projects, and of our traditional uranium mines in the Athabasca Basin in Saskatchewan, Canada, has many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct a mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

As at April 30, 2025, we had no uranium supply or off-take agreements in place. Future sales of U3O8 are therefore expected to generally occur through the uranium spot market, with any fluctuations in the market price continuing to have a direct impact on our revenues and cash flows.

Physical Uranium Program

~~The~~We ~~Company~~are is investing in building the next generation of low-cost uranium projects that will be competitive on a global basis and which will use the ISR mining process which is expected to reduce the impact on the environment as compared to conventional mining. Despite our focus on low cost ISR mining with its low capital requirements, we saw a unique opportunity to purchase drummed uranium at prevailing spot prices which are below most global industry mining costs. Hence, we established a physical uranium portfolio (the “Physical Uranium Program”) and, as of April 30, 2025, we had 1,356,000 pounds of uranium and had entered into agreements to purchase 300,000 pounds of warehoused uranium in Fiscal 2026 at conversion facilities located in North America at a volume weighted average price of approximately $37.05 ~~per pound.~~

~~Our~~As ~~Physical~~of ~~Uranium~~October ~~Program~~31, ~~will~~2025, ~~support~~we ~~three~~had 1,356,000 pounds ~~objectives~~of ~~for~~purchased ~~our~~uranium, excluding ~~Company:~~157,318 ~~(i)~~pounds toand ~~bolster~~41,260 ~~our~~pounds ~~balance~~of ~~sheet~~precipitated as uranium ~~prices~~and ~~appreciate;~~dried ~~(ii)~~and todrummed ~~provide~~concentrate, ~~strategic~~respectively, ~~inventory~~of toinitial ~~support~~production ~~future~~at ~~marketing~~Christensen ~~efforts~~Ranch ~~with~~ISR ~~utilities~~Project ~~that~~at ~~could~~the ~~compliment~~end ~~production~~of ~~and~~such ~~accelerate~~period. ~~cash~~We ~~flows;~~had ~~and~~entered ~~(iii)~~into agreements to ~~increase~~purchase 300,000 ~~the~~pounds ~~availability~~ of warehoused ~~our~~uranium ~~Texas~~in ~~and~~Fiscal ~~Wyoming~~2026 ~~production~~at ~~capacity~~conversion ~~for~~facilities ~~emerging~~located ~~U.S.~~in ~~origin~~North ~~specific~~America, ~~opportunities~~at ~~which~~a ~~may~~volume ~~command~~weighted ~~premium~~average ~~pricing~~price ~~due to the scarcity~~ of ~~domestic uranium~~approximately $37.05 per ~~One such U~~pound.S. Subsequent ~~origin specific opportunity is the Company’s plan~~ to ~~participate~~October in31, ~~supplying~~2025, ~~the~~we ~~Uranium~~received ~~Reserve~~200,000 aspounds ~~outlined~~of inuranium ~~the~~inventory ~~Nuclear~~at ~~Fuel~~a ~~Working~~purchase ~~Group~~price ~~report~~of ~~published by the U~~$7.S.49 ~~Department of Energy (“DOE”)~~million.

Our Physical Uranium Program will support three objectives for our Company: (i) to bolster our balance sheet as uranium prices appreciate; (ii) to provide strategic inventory to support future marketing efforts with utilities that could compliment production and accelerate cash flows; and (iii) to increase the availability of our Texas and Wyoming production capacity for emerging U.S. origin specific opportunities which may command premium pricing due to the scarcity of domestic uranium. One such U.S. origin specific opportunity is the Company’s plan to participate in supplying the Uranium Reserve, as outlined in the Nuclear Fuel Working Group report published by the U.S. Department of Energy.

Uranium Market Developments

The uranium market is being driven by a macro demand for more electricity generation, an unprecedented global push for clean energy, geopolitical situations and under investment among other factors. A ~~McKinsey~~June &2025 ~~Company~~study ~~noted~~from ~~that~~ICF ~~global~~International Inc. projected that electricity demand isin ~~expected~~the toUnited ~~more~~States ~~than~~will ~~double~~see ~~from~~a 25~~,000~~% ~~terawatt-hours~~increase ~~(TWh)~~by to2030 ~~between 52,000~~ and ~~71,000~~near ~~TWh~~80% increase by 2050,. Demand ~~due~~to power data centers and artificial intelligence systems is continuing to ~~the~~increase ~~growth~~with inprojections ~~emerging~~showing ~~markets’~~an ~~energy~~increase ~~needs~~of ~~and~~300% ~~electrification~~expected ~~across~~over the ~~economy.~~next An10 years (Source: NEMA’s Grid Reliability Study, April 7, 2025). The ~~study~~International ~~from~~Energy Agency’s World Energy Outlook 2025 (the ~~National~~“WEO ~~Electrical~~2025”) ~~Manufacturers~~reported ~~Association~~nuclear ~~projects~~generation ~~that~~reached ~~electricity~~an ~~demand~~all-time high in ~~the U~~2024.S. The ~~will~~WEO ~~see~~2025 areport ~~50%~~noted that, after decades of stagnation, global nuclear power capacity is set to increase by ~~2050~~at least one-third by 2035. The ~~This~~WEO ~~includes~~2025 also ~~expectations~~stated that ~~artificial~~more ~~intelligence~~than ~~growth~~40 ~~and~~countries ~~demand~~now toinclude ~~power~~nuclear ~~data~~energy ~~centers~~in ~~will~~their ~~increase~~strategies byand ~~30%~~are ~~over~~taking ~~the~~steps ~~next~~to ~~ten~~develop ~~years~~new projects. ”

There is a growing realization that the highly reliable, safe, economical baseload power nuclear energy provides should be a part of any clean energy platform. An ~~Governments~~increasing ~~around~~number ~~the~~of ~~globe~~governments ~~are~~have ~~also~~announced that they are pursuing strategies to increase energy independence for national security interests that dovetail well with nuclear power as a key component in their energy mix. Certainly, the May 2025 Executive Orders (“EOs”) designed to reinvigorate nuclear power in the U.S. issued by the Trump Administration support this theme. Countries that have been less than enthusiastic about nuclear energy are reversing attitudes and advancing programs to include or extend the generation of electricity produced from nuclear power.

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In the ~~U.S.~~United States, several pieces of ~~unprecedented~~ bipartisan legislation have passed in recent years supporting nuclear energy development and expansion, including the Nuclear Fuel Security Act, the Advance Act, ~~and~~ the Inflation Reduction Act. and the Big Beautiful Bill. In combination, these bills and ~~others~~other ~~like~~legislative ~~The~~efforts ~~Prohibiting~~seek ~~Russian~~to ~~Uranium~~encourage ~~Imports Act and~~ the ~~EOs~~restoration ~~will help rebuild~~ and ~~restore~~rebuilding of a robust domestic fuel cycle in the ~~U.S.~~United ~~The new Trump Administration is also firmly behind nuclear energy with priority actions stating, “unleash commercial nuclear power in the U~~States.S.” and “strengthen grid reliability and security.” (Source: Energy.Gov - Secretary Wright Acts to Unleash Golden Era of American Energy Dominance, February 5, 2025). The DOE has called for a significant expansion of nuclear energy capacity from 97 GWe to 300 GWe by 2050. On May 23, 2025, President Trump signed the EOs that include a policy objective to quadruple U.S. nuclear energy generation capacity by 2050.

On May 23, 2025, the President ~~Trump’s~~of ~~EOs~~the United States signed Executive Orders (each, an “Executive Order”) that include a policy objective to quadruple United States nuclear energy by 2050. These Executive Orders mark a historic level of policy support to rejuvenate the ~~U.S.~~United States nuclear industry and its infrastructure, underscoring its importance as a matter of national security. The ~~EOs~~Executive Orders invoke the Defense Production Act ~~that~~and ~~will~~are intended to have significant positive policy and economic impacts on the domestic fuel cycle, reactor new builds, research and new technology advancements. Underscoring ~~The~~the ~~EOs~~Executive ~~will~~Orders ~~also~~directives, ~~result~~on inOctober an28, ~~accelerated~~2025 ~~and~~announcements ~~coordinated~~were ~~approach~~made tothat ~~regulatory~~the ~~actions,~~U.S. ~~all~~Government ~~aimed~~had atentered a ~~more~~strategic ~~secure~~partnership ~~and~~encompassing ~~independent~~at ~~energy~~least ~~future~~$80 billion for the ~~United~~construction ~~States~~of new nuclear reactors using Westinghouse technology.

~~Generating capacity gains are anticipated to come from multiple sources~~Additionally, ~~including~~large ~~building new nuclear power plants, uprating existing reactors, and restarting retired reactors that meet appropriate safety and economic criteria. Large U.S.~~ technology companies like Nvidia, Microsoft, Meta, Google, Oracle and Amazon ~~are~~have ~~making~~announced significant nuclear energy ~~commitment~~commitments including that required for their data center energy demand with large investments in the clean, affordable and reliable power that nuclear energy provides.

Global uranium market fundamentals have ~~improved~~shown major improvement in recent years as the market began a transition from being inventory driven to production driven. The spot market bottomed out in November 2016 at about $17.75 per pound U3O8, but has since shown significant appreciation, reaching a high in 2024 of $107.00 per pound U3O8. Since that time the spot uranium market ~~has~~retraced ~~seen~~some aof ~~pullback~~the advance, reaching a low of $63.45 per pound U3O8 on March 17, 2025. That ~~before~~low ~~starting~~proved ato ~~rebound~~be ~~move~~short ~~that~~lived, ~~has~~and ~~since carried~~ the ~~spot~~uranium market ~~back~~has ~~above~~since rebounded, reaching $7084.00 per pound U3O8 in ~~May~~September of 2025. ~~During~~Since that time, the ~~three~~market ~~and~~has ~~nine~~experienced ~~months~~a ~~ended~~shorter-term pullback, ~~April~~trading ~~30,~~on ~~2025,~~light ~~uranium~~volume with prices ~~averaged~~ranging ~~$65.53~~from ~~and~~ $7483.3800 per pound ~~U3O8,~~on ~~respectively.~~October ~~The~~1, ~~period including November 2024 through April~~ 2025 ~~was~~to ~~marked by continued spot price fluctuations between~~ $8276.00 ~~and $63.45~~ per pound ~~U3O8~~on ~~(all~~December ~~pricing~~8, ~~information~~2025. is(Source: ~~sourced from~~ UxC LLC Historical Ux Daily Prices). ~~Reinforcing the strength of the longer-term market fundamentals, UxC LLC long term prices have remained constant at $80.00 per pound U3O8 in all of 2025 through the month of April.~~

~~Underinvestment~~During ~~in uranium mining operations over~~ the ~~past~~three ~~decade~~months ~~has~~ended ~~been~~October a31, ~~major~~2025, ~~factor~~uranium ~~contributing~~prices toaveraged ~~a structural deficit that is apparent between global production and uranium requirements~~$76.78 per ~~Reduced~~pound ~~production~~U3O8 representing ~~from existing uranium mines has also been~~ a ~~contributing~~5.4% ~~factor~~decrease ~~with~~compared ~~some large producers cutting back and/or unable~~ to ~~reach previously planned production levels. In 2025 and 2026~~ the ~~mid-case~~average ~~gap~~price ~~between production and requirements is projected to be more than 54 million pounds~~ of ~~U3O8, and by 2035 accumulates to a total near 336 million pounds of U3O8 (Source: UxC 2025 Q1 Uranium Market Outlook)~~$81.13 ~~For~~per ~~context,~~pound ~~the U.S. utilities purchased 51.6 million pounds of~~ U3O8 in ~~2023~~the ~~(Source:~~corresponding period ~~U.S.~~ended ~~Energy~~October ~~Information Administration~~31, ~~June 6,~~ 2024 ~~- Uranium Marketing Annual Report)~~. As ~~The~~at ~~current~~October ~~gap~~31, ~~is being filled with secondary market sources~~2025, ~~including~~the ~~finite~~U3O8 ~~inventory~~price ~~that~~was ~~has been declining and is projected to decline further in coming years~~$82.20 ~~Secondary~~per ~~supply is also likely to be further reduced with western enrichers~~pound, ~~reversing~~representing ~~operations~~a ~~from~~15.6% ~~underfeeding to overfeeding that requires more uranium to~~ increase ~~the~~from ~~production of enrichment services~~$71.10 per Aspound ~~secondary~~at ~~supplies continue to diminish~~July 31, ~~and as existing mines deplete resources, new production will be needed to meet existing and future demand~~2025. (Source: ~~The~~UxC ~~timeline~~LLC ~~for~~Historical ~~new~~Ux ~~mining~~Daily ~~projects can be 10 years or longer and will require prices high enough to stimulate new mining investments~~Prices).

~~Since~~Relative ~~2022,~~underinvestment in uranium ~~supply~~mining operations over the past decade has ~~become~~been ~~more~~a ~~complicated~~major ~~due~~factor contributing to ~~Russia’s~~a ~~invasion~~structural ofdeficit ~~Ukraine~~between ~~with~~global ~~its~~production ~~State~~and ~~Atomic~~uranium ~~Energy~~requirements. Reduced ~~Corporation,~~production ~~Rosatom,~~from ~~being~~existing auranium ~~significant~~mines ~~supplier~~has ofalso ~~nuclear~~been ~~fuel~~a ~~around~~contributing ~~the~~factor ~~globe. Economic~~with ~~sanctions,~~some ~~transportation~~large ~~restrictions~~producers cutting back and/or Uunable to reach previously planned production levels.S. In ~~legislation~~2025 ~~banning~~and 2026 the ~~importation~~mid-case ofgap ~~Russian~~between ~~nuclear~~production ~~fuel~~ and ~~Russia’s~~requirements ~~retaliation~~is ~~with~~projected anto ~~U.S.~~be ~~export~~51 ~~ban~~million ispounds ~~causing~~U3O8, aand ~~fundamental~~by ~~change~~2035 accumulates to ~~the~~a ~~nuclear~~total ~~fuel~~above ~~markets~~355 million pounds U3O8 (Source: UxC 2025 Q3 Uranium Market Outlook). For ~~Additionally~~context, utilities in the ~~2023~~United ~~coup~~States purchased 55.9 million pounds U3O8 in ~~Niger~~2024 (Source: United States Energy Information Administration, ~~and~~September ~~the~~30, ~~government’s~~2025 - ~~demand~~Uranium ~~for~~Marketing ~~the~~Annual UReport).S. The ~~and~~current ~~France~~gap tois ~~vacate~~being ~~the~~filled ~~country~~with secondary market sources, asincluding ~~well~~finite asinventory ~~the~~that ~~revocation~~has ofbeen ~~Canadian~~declining and ~~French~~is ~~companies~~projected ~~mining~~to ~~rights,~~decline ~~operating~~further ~~permits~~in ~~and~~coming ~~export~~years. Secondary ~~capabilities~~supply is also expected to be further reduced with western enrichers, ~~has~~reversing ~~underscored~~operations ~~jurisdictional~~from ~~risk.~~underfeeding ~~Niger~~to isoverfeeding that requires more uranium to increase the ~~world’s~~production ~~seventh~~of ~~largest~~enrichment ~~producer~~services. As secondary supplies continue to diminish, and ~~accounted for~~as ~~approximately~~existing 5%mines ofdeplete ~~global~~resources, ~~uranium~~new production ~~and~~will ~~approximately~~be ~~14%~~needed ofto ~~European~~meet ~~Union~~future ~~supply~~demand. inThe ~~2023 (Source:~~timeline ~~Euratom~~for ~~Supply~~many ~~Agency,~~new ~~World~~mining ~~Nuclear~~projects ~~Association~~can -be ~~Uranium~~10 into ~~Niger~~20 ~~July~~years ~~23,~~and ~~2024,~~will ~~World~~require ~~Nuclear~~prices ~~News)~~high enough to stimulate new mining investments.

31 Since 2022, uranium supply has become more complicated due to Russia’s invasion of Ukraine with its State Atomic Energy Corporation, Rosatom, being a significant supplier of nuclear fuel around the globe. Economic sanctions, transportation restrictions and United States legislation banning the importation of Russian nuclear fuel and the European Union’s goals to reduce and eventually eliminate its dependence on Russian fuel is causing a fundamental change to the nuclear fuel markets. As a result of the instability and assurance of supply risks, United States and European utilities are shifting supply focus to areas of low geopolitical risk.

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The ~~White~~United ~~House's~~States Presidential Executive Order ~~establishing~~ “Establishing The National Energy Dominance Council” noted one of ~~the~~its objectives is to “reduce dependency on foreign imports” for ~~America~~the United States’s “national security” and recognized uranium as an ‘“amazing national asset’” (Source: The White House News & Update, February 14, 2025). The U.S. Geological Survey’s 2025 List of Critical ~~minerals,~~Minerals ~~including~~includes uranium ~~are~~and ~~also~~is receiving additional scrutiny as mandated by the Trump Administration’s Executive Order initiating a new investigation under Section 232 ~~investigation~~of the Trade Expansion Act of 1962 to ensure imports are not in such quantities or circumstances as to threaten or impair national security and or economic resilience. This action being performed by the Department of Commerce could potentially lead to ~~tariffs~~resumption of strategic uranium reserve purchases, or other ~~import~~remedies ~~restrictions~~the onPresident ~~foreign~~deems ~~uranium~~helpful toin ~~bolster~~increasing ~~domestic~~our ~~production~~energy security.

On the demand side, the global nuclear energy industry continues robust growth, with 68 new reactors connected to the grid in 2015 through ~~March~~October of 2025, with another 61 70 reactors under construction. – one of the highest levels in 30 years (Source: WEO 2025). In 2024, 6construction started for eight new reactors, six new reactors were connected to the grid and 4 four reactors were permanently shut down (Source: International Atomic Energy Association Power Reactor Information System – ~~May~~November 193, 2025). Total nuclear generating capacity for the world’s ~~439~~ 438 operable reactors as of ~~May~~November 1912, 2025 , stands at ~~398~~397 ~~GWe~~gigawatts (Source: World Nuclear Association). In AtNovember ~~least~~2024, 31at the United Nations Climate Change Conference (COP29), six more countries ~~have~~joined ~~pledged~~the pledge to triple their nuclear capacity by 2050, bringing the total to 31 countries, further supporting additional growth for the nuclear industry and uranium demand. In addition, over ~~150~~140 nuclear industry companies, 14 of the world’s largest banks, like Citibank, Morgan Stanley and Goldman Sachs, and ~~more~~at ~~recently,~~least 15 large energy users, such as Microsoft, Amazon and Google, have all pledged to support this goal in their investments and commercial activities.

~~Additional~~Additionally, ~~upside~~there ~~market~~is ~~pressure~~positive ismomentum ~~also~~from ~~occurring~~the asutility ~~utilities~~industry ~~continue~~as ~~their~~they return to a longer-term contracting cycle to replace expiring contracts. ~~Cumulative~~It is estimated that cumulative uncommitted demand through 2035 is more than ~~950~~900 million pounds U3O8 (Source: UxC Uranium Market Overview Q1 Q3 2025). This utility demand, ~~along~~together with ~~that~~potential demand from financial entities, government programs inand the ~~EOs,~~overall ~~and~~increase ~~various~~in ~~producers,~~interest asin ~~well~~nuclear energy as ~~the~~a ~~increasing~~source ~~interest~~for ingrowing ~~nuclear~~electricity ~~energy~~demand ~~for~~from artificial intelligence and data ~~centers~~center applications, are ~~adding~~continuing to add positive tailwinds to the strong fundamentals ~~supporting~~in the uranium market.

Seasonality

The timing of our uranium concentrate sales is dependent upon factors such as extraction results from our mining activities, cash requirements, contractual requirements and perception of the uranium market. As a result, our sales are neither tied to nor dependent upon any particular season. In addition, our ability to ~~extract~~conduct ~~and~~exploration ~~process~~on ~~uranium~~our ~~does~~Canadian ~~not~~projects ~~change~~can onbe alimited ~~seasonal~~in ~~basis. Over~~ the ~~past~~spring ~~ten~~and ~~years~~fall ~~uranium~~seasons ~~prices~~when ~~have~~access ~~tended~~ to ~~decline~~lakes ~~during~~is ~~the~~limited ~~calendar~~by ~~third~~thin ~~quarter~~and ~~before~~or ~~rebounding~~unstable ~~during the fourth quarter, but there does not appear to be a strong correlation~~ice.

Results of Operations

~~For~~During the three ~~and nine~~ months ended ~~April~~October 3031, 2025, we ~~recorded~~did ~~revenue~~not ~~of $0.00 million~~recognize ~~and~~any ~~$66~~revenue.84 ~~million, and realized gross profit of $0.00 million and $24.48 million, respectively, which were all related to sales of purchased uranium inventory.~~ For the three ~~and nine~~ months ended ~~April~~October 3031, 2024, we recorded revenue of $017.0009 million ~~and~~ ~~$0.22 million,~~ and ~~realized~~ gross profit of $06.0025 million ~~and $0.04 million~~, ~~respectively,~~ which were all ~~generated~~related ~~from~~to ~~toll~~sales ~~processing~~of purchased ~~services~~uranium inventory.

For the three ~~and nine~~ months ended ~~April~~October 3031, 2025, we recorded a net loss of $3010.2134 million ($0.0702 per share) ~~and $60.60 million ($0.14 per share)~~, and loss from operations of $2329.4682 million ~~and $40~~.30 ~~million, respectively.~~ During the three ~~and nine~~ months ended ~~April~~October 3031, 2024, we recorded a net loss of $1920.6816 million ($0.05 per share) and ~~$14.11 million~~ ~~($0.04 per share), and~~ loss from operations of $13.8420 million ~~and $37~~.~~35 million, respectively.~~

~~While~~During wethe ~~have~~three ~~commenced~~months ~~uranium~~ended ~~extraction at~~October ~~our Christensen Ranch Mine in August 2024~~31, 2025, we continued ~~are still~~ ramping up ~~our~~ mining activities ~~during~~at ~~the~~our Christensen Ranch Mine, where 68,612 ~~three~~pounds of precipitated uranium and ~~nine~~dried ~~months~~and ~~ended~~drummed U3O8 ~~April~~was ~~30, 2025~~produced. We expect the ramp-up phase will continue while new production areas are being constructed in Fiscal 2026. At the same time, we continued to advance our Roughrider and ~~completed in~~Burke ~~2025~~Hollow Projects with resource expansions and development programs, respectively. The rest of our uranium projects are expected to remain in a state of operational readiness and the relevant expenditures, which are directly related to regulatory/mine permit compliance, lease maintenance obligations and maintaining a necessary labor force, are being charged to our consolidated statement of operations.

~~As of April~~ 30, 2025, we have 300,000 pounds of uranium inventory purchase commitments outstanding at a volume weighted average price of approximately $37.05 per pound. Deliveries are scheduled to occur in Fiscal 2026.

As of April 30, 2025, the carrying value of our inventories was $76.36 million (July 31, 2024: $75.83 million), of which purchased uranium concentrate inventories was $72.90 million (July 31, 2024: $75.44 million).

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Sales Revenue and ~~Service Revenue~~Costs

The table below provides a breakdown of our sales ~~and service~~ revenue and cost of sales ~~and services~~:

	Three Months Ended April 30,					Nine Months Ended April 30,
	Three Months Ended October 31,
	2025		2024			~~2025~~			~~2024~~
Sales of purchased uranium inventory	$	-	$	-17,087		$	~~66,837~~		$	-
Revenue from toll processing services		-		-			-			224
Cost of purchased uranium inventory	$	-	$	(10,836	)
Total sales and service revenue	$	-	$	-		$	66,837		$	224
Gross profit	$	-	$	6,251
Cost of purchased uranium inventory	$	-	$	-		$	(42,360	)	$	-
Cost of toll processing services		-		-			-			(187	)
Total cost of sales and services	$	-	$	-		$	(42,360	)	$	(187	)

~~During~~The ~~the~~Company ~~nine~~did ~~months~~not ~~ended~~engage ~~April~~in ~~30,~~any ~~2025,~~sales weactivities ~~generated~~during ~~revenue~~the three ofmonths ~~$66.84~~ended ~~million~~October ~~and~~31, ~~achieved a gross profit of $24~~2025.48 ~~million,~~Variations ~~both~~in ~~derived from the~~ sales of purchased uranium inventory. ~~However,~~are ~~due~~dependent toon ~~volatility~~our incash ~~the~~position, ~~uranium~~prevailing market prices and ~~broader global economic conditions,~~ the ~~Company~~liquidity ~~did~~of ~~not engage in any sales activities during~~ the ~~three~~uranium ~~months ended April 30, 2025~~market.

Operating Costs

Mineral Property Expenditures

Mineral property expenditures primarily consisted of costs relating to permitting and land payments, ~~property~~mine site services and maintenance, exploration and development, pre-extraction activities and other non-extraction related activities on our mineral projects.

The following table provides the nature of mineral property expenditures for the periods indicated:

	Three Months Ended April 30,				Nine Months Ended April 30,
	Three Months Ended October 31,
	2025		2024		~~2025~~		~~2024~~
Permitting and compliance	$	253	$	394	$	855	$	1,733
Permitting and land payments	$	1,356	$	1,478
Property maintenance		1,246		1,073		3,738		3,020
Extraction readiness and mine site maintenance		2,403		2,437
Exploration		3,~~079~~717		4,~~668~~917		~~8,919~~		~~9,985~~
Development		613,~~493~~444		14,~~769~~682		~~18,759~~		~~3,414~~
Extraction readiness		4,609		1,167		11,166		3,296
Total	$	20,920	$	13,514
Total	$	15,680	$	9,071	$	43,437	$	21,448

During the three ~~and nine~~ months ended ~~April~~October 3031, 2025, exploration expenditures, such as drilling and preliminary economic assessments, were primarily spent on the following projects:

● Burke Hollow Project: $~~0.43 million and $~~1.9118 million (~~April~~October 3031, 2024: $1.5930 million ~~and $3.68 million~~)~~, respectively~~; and

● Roughrider Project: $21.0801 million ~~and $5.30 million~~ (~~April~~October 3031, 2024: $2.3689 million ~~and $3.62 million~~)~~, respectively~~.

During the three ~~and nine~~ months ended ~~April~~October 3031, 2025, development expenditures were primarily spent on the following projects:

● Burke Hollow Project: $24.3183 million ~~and $6.90 million~~ (~~April~~October 3031, 2024: $~~nil~~1.84 ~~and $nil~~million)~~, respectively~~; and

● Christensen Ranch Mine: $~~4.39 million and $~~8.6042 million (~~April~~October 3031, 2024: $1.4381 million ~~and $1.43 million~~)~~, respectively~~.

33 During the three months ended October 31, 2025, mine site services and maintenance expenditures were primarily spent on process upgrades at the Irigaray CPP, including a full rebuild of one of two yellowcake thickeners, replacing the rake, gearbox and motor along with repair or replacement of multiple calciner improvements.

During the three months ended October 31, 2024, extraction readiness expenditures were primarily spent on activities at the Christensen Ranch Mine to support the restart of ISR operations.

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During the three and nine months ended April 30, 2025, extraction readiness expenditures were primarily spent on the following projects:

● Christensen Ranch Mine: $3.53 million and $8.37 million (April 30, 2024: $0.56 million and $1.52 million), respectively;

● Irigaray Plant: $0.65 million and $1.44 million (April 30, 2024: $0.12 million and $0.30 million), respectively; and

● Palangana Mine: $0.21 million and $0.63 million (April 30, 2024: $0.30 million and $1.03 million), respectively.

General and Administrative

General and ~~Administrative~~administrative expenses were comprised of the following:

	Three Months Ended April 30,						Nine Months Ended April 30,
	Three Months Ended October 31,
	2025			2024			~~2025~~			~~2024~~
Salaries and management fees	$	2,~~000~~597		$	1,~~441~~782		$	~~5,646~~		$	~~4,236~~
Office, investor communications, insurance and travel		2,057			1,161			5,168			3,783
Office, investor communications and travel		1,476			1,082
Foreign exchange (gain) loss		252			(31	)		(166	)		7
Rent and property tax		455			112
Professional fees		731			545			2,932			2,301
Insurance		342			268
Sub-total		5,040			3,116			13,580			10,327
Foreign exchange gain		(249	)		(395	)
Stock-based compensation		1,338			1,103			4,713			3,987
Professional fees		1,123			672
Total general and administrative expenses	$	6,378		$	4,219		$	18,293		$	14,314
Sub-total		5,744			3,521
Stock-based compensation		1,679			1,821
Total general and administrative expenses	$	7,423		$	5,342

The following summary provides a discussion of our major expense categories including analyses of the factors that caused significant variances compared to the same period last year:

● ~~for~~For the three ~~and nine~~ months ended ~~April~~October 3031, 2025, salaries, ~~wages~~ and management fees increased compared to the three ~~and nine~~ months ended ~~April~~October 3031, 2024, which was primarily the result of anhiring ~~increase~~additional inmid-level management and office personnel to support the Company’s expansion and corporate-wide salary increases to adjust for inflation; and

● ~~for~~For the three ~~and nine~~ months ended ~~April~~October 3031, 2025, ~~professional fees and~~ office, investor communications, ~~insurance~~ and travel and professional fees increased compared to the three ~~and nine~~ months ended ~~April~~October 3031, 2024, which was primarily the result of ~~increase~~increases in business activities and the expansion of our operations.

Income (Loss) from Equity-Accounted Investments

Income (loss) from equity-accounted investments was comprised of the following:

	Three Months Ended April 30,						Nine Months Ended April 30,
	Three Months Ended October 31,
	2025			2024			~~2025~~			~~2024~~
Share of income (loss)	$	(~~2,256~~777	)	$	~~104~~(481	)	$	~~(3,750~~	)	$	~~1,325~~
Gain on dilution of ownership interest		1,517			~~3,202~~5			28			~~3,633~~
Total	$	~~(2,255~~740	)	$	~~3,306~~(476	)	$	~~(3,722~~	)	$	~~4,958~~

During the three ~~and nine~~ months ended ~~April~~October 3031, 2025 and 2024, we recorded a gain on dilution of ownership interest in URC as a result of URC issuing more shares from its equity financing and exercises of warrants and/or stock options. As at ~~April~~October 3031, 2025, we had a 13.50% equity interest in URC compared to a 1413.85% equity interest as at July 31, ~~2024~~2025.

3432

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During the three ~~and nine~~ months ended ~~April~~October 3031, 2025, we recorded a share of URC’s ~~loss~~ income of $0.1538 million ~~and~~ ~~$0.45 million~~ (three ~~and nine~~ months ended ~~April~~October 3031, 2024: ~~income~~loss of $0.5206 million ~~and $2.40 million~~) and a share of JCU’s loss of $21.1116 million ~~and~~ ~~$3.30 million~~ (three ~~and nine~~ months ended ~~April~~October 3031, 2024: $0.42 million ~~and $1.07 million~~)~~, respectively~~.

Fair Value Gain (Loss) on Equity Securities

As at ~~April~~October 3031, 2025, our investments in certain equity securities were revalued using the market values at period end, which resulted in a fair value ~~loss~~ gain of $416.2702 million ~~and $22.58 million~~ on revaluation of equity securities for the three ~~and nine~~ months ended ~~April~~October 3031, 2025 (three ~~and nine~~ months ended ~~April~~October 3031, 2024: loss of $1310.8035 million ~~and gain of $23.59 million~~)~~, respectively~~.

Gain (Loss) on Revaluation of Derivative Liabilities

In connection with the UEX Acquisition, we issued Replacements Warrants, which are accounted for as derivative liabilities as the exercise prices of the UEX warrants were denominated in Canadian dollars which differs from the functional currency of the Company. As at April 30, 2025, all Replacement Warrants had been either exercised or expired. A gain of $nil and $1.71 million on revaluation of derivative liabilities was recorded for the three and nine months ended April 30, 2025, respectively, due to the decrease in time value of the Replacement Warrants as they expired in the first quarter of Fiscal 2025. During the three and nine months ended April 30, 2024, we recorded a gain on revaluation of derivative liabilities of $2.07 million and a loss of $9.89 million, respectively, primarily due to changes in our share price.

Interest income

During the three ~~and nine~~ months ended ~~April~~October 3031, 2025, interest income totaled $02.5776 million ~~and $2.90 million~~, compared to $~~0.99 million and $~~1.5612 million for the three ~~and nine~~ months ended ~~April~~October 3031, 2024~~, respectively~~. The interest earned resulted from the investment in short-term deposits of cash proceeds received from our ~~2022~~at-the-market ~~ATM~~offerings ~~Offering~~ and our ~~2024~~public ~~ATM~~offering ~~Offering~~during ~~(collectively,~~that ~~the “ATM Offerings”) and the sale of equity securities in short-term deposits~~period.

Summary of Quarterly Results

	For the Quarters Ended
	April 30, 2025			January 31, 2025			October 31, 2024			July 31, 2024
Sales and service revenue	$	-		$	49,750		$	17,087		$	-
Gross profit		-			18,226			6,251			-
Net loss		(30,212	)		(10,234	)		(20,158	)		(15,115	)
Total comprehensive loss		(19,796	)		(19,003	)		(21,886	)		(16,169	)
Basic and diluted loss per share		(0.07	)		(0.02	)		(0.05	)		(0.04	)
Total assets		1,007,810			981,957			917,798			889,828

	For the Quarters Ended
	April 30, 2024			January 31, 2024		October 31, 2023			July 31, 2023
Sales and service revenue	$	-		$	116	$	108		$	38,949
Gross profit		-			19		18			15,023
Net income (loss)		(19,677	)		2,250		3,321			517
Total comprehensive income (loss)		(25,527	)		9,982		(7,728	)		6,835
Basic and diluted income (loss) per share		(0.05	)		0.01		0.01			-
Total assets		878,268			878,878		798,129			737,589

Liquidity and Capital Resources

	April 30, 2025		July 31, 2024
	October 31, 2025		July 31, 2025
Cash and cash equivalents	$	71454,~~397~~718	$	87148,~~533~~930
Current assets		~~152~~543,~~663~~012		~~235~~234,~~244~~016
Current liabilities		1519,~~097~~592		2926,~~222~~433
Working capital (Current assets less Current liabilities)		~~137~~523,~~566~~420		~~206~~207,~~022~~583

35 As at October 31, 2025, the total estimated reclamation costs for all of our projects was $88.53 million. We have secured $60.82 million of surety bonds as an alternate source of financial assurance for the estimated costs of the reclamation obligations, of which $7.66 million is funded and held as restricted cash for collateral purposes as required by the surety. We may be required at any time to fund the remaining $53.16 million or any portion thereof for a number of reasons including, but not limited to, the following: (i) the terms of the surety bonds are amended, such as an increase in collateral requirements; (ii) we are in default with the terms of the surety bonds; (iii) the surety bonds are no longer acceptable as an alternate source of financial assurance by the regulatory authorities; or (iv) the surety encounters financial difficulties. Should any one or more of these events occur in the future, we may not have the financial resources to fund the remaining amount or any portion thereof when required to do so.

We have a history of operating losses resulting in an accumulated deficit balance since inception. We had an accumulated deficit balance of $416.90 million as at October 31, 2025. We may not achieve and maintain profitability or develop positive cash flow from our operations in the near term. During the three months ended October 31, 2025, we received net proceeds of $342.76 million (three months ended October 31, 2024: $64.65 million) from our at-the-market offerings, public offering and flow-through share private placement and from exercises of stock options. As at October 31, 2025, we had a working capital of $523.42 million.

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~~During~~Historically, ~~the~~we ~~nine~~have ~~months~~been ~~ended~~reliant ~~April~~primarily ~~30,~~on ~~2025,~~equity wefinancings ~~received~~from ~~net~~the ~~proceeds~~sale of ~~$168~~our common stock in order to fund our operations.03 ~~million~~We ~~(nine~~have ~~months~~yet ~~ended~~to ~~April~~achieve 30consistent profitability or develop consistent positive cash flow from operations. Currently, ~~2024:~~we ~~$160.24~~also ~~million)~~rely on cash flows generated from the sales of our purchased uranium concentrates to fund our operations. Our reliance on equity ~~ATM~~is ~~Offerings~~expected to continue for the foreseeable future, and ~~from~~their ~~exercises~~availability whenever such additional financing is required will be dependent on many factors beyond our control and including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our stock ~~options~~price and ~~share~~the ~~purchase~~status ~~warrants~~of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. There is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us.

~~Subsequent~~Our operations are capital intensive and future capital expenditures are expected to ~~April~~be 30substantial. Our anticipated operations, ~~2025~~including exploration, wepre-extraction ~~received~~and ~~additional~~extraction ~~net~~activities, ~~proceeds~~however, will be dependent on and may change as a result of ~~$54~~our financial position, the market price of uranium and other considerations, and such changes may include accelerating the pace or broadening the scope of reducing our operations.~~82 million~~ Our ~~under~~ability to secure adequate funding for these activities will be impacted by our ~~2024~~operating ~~ATM~~performance, ~~Offering~~other uses of cash, the market price of uranium, the market price of our common stock and other factors which may be beyond our control. Specific examples of such factors include, but are not limited to:

We have a history of operating losses resulting in an accumulated deficit balance since inception. We had an accumulated deficit balance of $379.51 million as at April 30, 2025. Furthermore, we may not achieve and maintain profitability or develop positive cash flow from our operations in the near term.

Historically, we have been reliant primarily on equity financings from the sale of our common stock in order to fund our operations. We have yet to achieve consistent profitability or develop consistent positive cash flow from operations. Currently, we also rely on cash flows generated from the sales of our purchased uranium concentrates to fund our operations. Our reliance on equity is expected to continue for the foreseeable future, and their availability whenever such additional financing is required will be dependent on many factors beyond our control and including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements, to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us.

Our operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, including continuing with our exploration, pre-extraction and extraction activities and acquiring additional uranium projects. In the absence of such additional financing, we would not be able to fund our operations, including continuing with our exploration, pre-extraction and extraction activities, which may result in delays, curtailment or abandonment of any one or all of our uranium projects.

Our anticipated operations, including exploration, pre-extraction and extraction activities, however, will be dependent on and may change as a result of our financial position, the market price of uranium and other considerations, and such changes may include accelerating the pace or broadening the scope of reducing our operations. Our ability to secure adequate funding for these activities will be impacted by our operating performance, other uses of cash, the market price of uranium, the market price of our common stock and other factors which may be beyond our control. Specific examples of such factors include, but are not limited to:

●

if the market price of uranium weakens;

●

if the market price of our common stock weakens; and

●

if a nuclear incident, such as the events that occurred in Japan in March 2011, were to occur, continuing public support of nuclear power as a viable source of electrical generation may be adversely affected, which may result in significant and adverse effects on both the nuclear and uranium industries.

We believe our existing cash resources, and if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations for 12 months from the date that this Quarterly Report is issued. Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to generate cash flow from the sales of our uranium inventories under our Physical Uranium Program and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial.

Our long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium projects and continue with exploration, pre-extraction, extraction and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities.

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Equity Financings

~~On November 16, 2022, we filed a Form S~~At-~~3 automatic shelf registration statement under~~ the Securities Act, which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for units which include common stock, debt securities, warrants or any combination thereof (again, the 2022 Shelf), which included an at-~~the-market~~Market ~~offering agreement prospectus (again, the 2022 ATM Offering) covering the offering, issuance and sale of up to a maximum offering of $300 million under the 2022 Shelf.~~Offerings

On November 16, 2022, we ~~also~~filed ~~entered~~a ~~into~~Form ~~an at~~S-~~the-market~~3 ~~offering~~automatic ~~agreement~~shelf ~~(again,~~registration ~~the~~statement ~~2022~~under ~~ATM~~the ~~Offering~~Securities ~~Agreement)~~Act, ~~with~~which ~~H.C.~~became ~~Wainwright~~effective &upon ~~Co.~~filing, ~~LLC~~providing for the public offer and ~~certain~~sale ~~co-managers~~of ~~(collectively,~~certain ~~again,~~securities of the ~~2022~~Company ~~ATM~~from ~~Managers)~~time asto ~~set~~time, ~~forth~~at inour ~~the~~discretion, ~~2022~~of ~~ATM~~an ~~Offering~~undetermined ~~Agreement~~dollar ~~under~~value ~~which~~of wecommon ~~may~~stock, ~~from~~debt ~~time~~securities, warrants to ~~time~~purchase common stock or debt securities, ~~sell~~subscription ~~shares~~receipts offor units ~~our~~which include common stock, ~~having~~debt securities, warrants or any combination thereof (again, the “2022 Shelf”), which included an ~~aggregate~~at-the-market offering ~~price~~agreement prospectus (again, the “2022 ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $300 million ~~through~~in ~~the~~shares ~~ATM~~of ~~Managers~~our ~~selected~~common bystock usunder the 2022 Shelf.

On ~~December~~November 2016, ~~2024, we filed a prospectus supplement to our~~ 2022 ~~Shelf~~, ~~under which~~ we ~~may,~~also ~~from~~entered ~~time~~into ~~to time, sell shares of our common stock having~~ an ~~aggregate offering price of up to $300 million pursuant to an~~ at-the-market offering agreement (again, the ~~2024~~“2022 ATM Offering Agreement”) ~~we have~~ with ~~Goldman~~H.C. ~~Sachs~~Wainwright & Co., LLC and certain co-managers (collectively, again, the ~~2024~~“2022 ATM Managers”). ~~Under~~as set forth in the ~~2024~~2022 ATM Offering Agreement, under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $300 million through the ~~2024~~2022 ATM Managers selected by us.

During the nine months ended April 30, 2024, we issued 24,584,399 of the Company’s common stock under the 2022 ATM Offering for gross cash proceeds of $158.62 million. The total issuance costs were $3.57 million, all of which were related to compensation paid to the 2022 ATM Managers. 34

~~During~~ Table ~~the nine months ended April 30, 2025, we issued 11,516,375 and 11,888,516~~ of the Company’s common stock under the 2022 ATM Offering and the 2024 ATM Offering for gross cash proceeds of $94.40 million and $75.34 million, respectively. The total issuance costs were $2.15 million and $1.69 million, all of which were related to compensation paid to the 2022 ATM Managers and the 2024 ATM Managers, respectively.Contents

~~Subsequent~~On toDecember ~~April 30~~20, ~~2025~~2024, we ~~issued~~filed ~~9,306,188 of~~a ~~the~~prospectus ~~Company’s~~supplement ~~common~~to ~~stock~~our ~~under~~2022 Shelf (again, the “2024 ATM Offering”) ~~for~~under ~~gross~~which ~~cash~~we ~~proceeds~~may, from time to time, sell shares of ~~$56.08~~our ~~million.~~common ~~The~~stock ~~total~~having ~~issuance~~an ~~costs~~aggregate ~~were~~offering price of up to $~~1.26~~300 million pursuant to an at-the-market offering agreement (again, ~~all~~the of“2024 ~~which~~ATM ~~were~~Offering ~~related~~Agreement”) towe ~~compensation~~have ~~paid~~with toGoldman Sachs & Co. LLC and certain co-managers (collectively, again, the “2024 ATM Managers”).

On November 14, 2025, we filed Form S-3 automatic shelf registration statement under the Securities Act, which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for units which include common stock, debt securities, warrants or any combination thereof (again, the “2025 Shelf”), which included an at-the-market offering agreement prospectus (again, the “2025 ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $600 million in shares of our common stock under the 2025 Shelf.

On November 14, 2025, we also entered into an at-the-market offering agreement (again, the “2025 ATM Offering Agreement”) with Goldman Sachs & Co. LLC and certain co-managers (collectively, again, the “2025 ATM Managers”). Under the 2025 ATM Offering Agreement, we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $600 million through the 2025 ATM Managers selected by us.

During the three months ended October 31, 2024, we issued 7,595,626 of the Company’s common stock under the 2022 ATM Offering for gross cash proceeds of $62.64 million. The total issuance costs were $1.41 million, all of which were related to compensation paid to the 2022 ATM Managers.

During the three months ended October 31, 2025, we issued 10,077,186 of the Company’s common stock under the 2024 ATM Offering for gross cash proceeds of $101.97 million. The total issuance costs were $2.29 million, all of which were related to compensation paid to the 2024 ATM Managers.

Public Offering

Private Placement

On October 2, 2025, we completed a private placement offering of 575,000 shares of our common stock issued as “flow-through shares” (again, the “FT Shares”), as defined in subsection 66(15) of the Income Tax Act (Canada), for gross proceeds of $8.63 million. The proceeds will be applied toward certain qualifying Canadian exploration expenditures, as defined in the Income Tax Act (Canada), at the Company’s Roughrider Project located in Saskatchewan, Canada.

Operating Activities

During the ~~nine~~three months ended ~~April~~October 3031, 2025, net cash used in operating activities totaled $4134.0031 million, which was primarily related to mineral property expenditures of $4320.4492 million, general and administrative expenses ofexcluding stock-based compensation of $185.2974 million and changes in operating assets and liabilities~~, partially offset by a gross profit from the sale of purchased uranium inventory of $24~~.48 ~~million.~~ During the ~~nine~~three months ended ~~April~~October 3031, 2024, net cash used in operating activities was $9311.8745 million, of which was primarily attributable to mineral property expenditures of $5713.1851 million ~~was~~and general and administrative expenses ~~related~~excluding tostock-based ~~the~~compensation of $3.52 million, ~~change~~as well as changes in ~~uranium~~operating assets and liabilities, partially offset ~~concentrate~~by a gross profit of $6.25 million from sale of purchased uranium inventory.

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Financing Activities

During the ~~nine~~three months ended ~~April~~October 3031, 2025, net cash provided by financing activities totaled $~~165~~339.3968 million, comprised primarily ~~from~~of ~~the~~ net proceeds of $~~168~~342.0376 million from our 2024 ATM Offerings, public offering and private placement of FT Shares, as well as from the exercises of stock options ~~and share purchase warrants~~, partially offset by payments of $23.6408 million for tax ~~withholding~~and ~~amounts~~withholdings ~~related~~upon tosettlement ~~RSU~~of ~~and~~equity ~~PRSU~~awards ~~net~~on ~~share~~a ~~issuances~~forfeiture basis. During the ~~nine~~three months ended ~~April~~October 3031, 2024, net cash provided by financing activities totaled $~~159~~62.2901 million, comprised primarily ~~from the~~of net proceeds of $~~160~~64.2465 million from our 2022 ATM Offering and the exercises of stock options and share purchase warrants, partially offset by payments of $02.9564 million for tax ~~withholding~~and ~~amounts~~withholdings ~~related~~upon tosettlement ~~RSU~~of ~~and~~equity ~~PRSU~~awards ~~net~~on ~~share~~a ~~issuances~~forfeiture basis.

Investing Activities

During the ~~nine~~three months ended ~~April~~October 3031, 2025, net cash used in investing activities totaled $~~138~~1.5713 million, ~~comprised~~related ~~of $177.33 million paid for the Sweetwater Acquisition, $10.46 million invested in equity securities, $0.54 million used for the capital contribution~~ to ~~JCU~~ ~~and $4.67 million~~purchases ~~invested in mineral properties and the purchase~~ of ~~equipment~~property, ~~partially~~plant ~~offset~~and ~~by proceeds from the sale of equity securities of $54~~equipment.~~37 million.~~ During the ~~nine~~three months ended ~~April~~October 3031, 2024, net cash ~~used~~provided inby investing activities totaled $2352.2851 million, comprised of ~~capital~~proceeds ~~contribution~~from tothe ~~JCU~~sale of ~~$2.39~~ ~~million, investment in~~ equity securities of $1254.1237 million, ~~additional~~cash ~~investment~~used infor ~~URC~~the capital contribution of $90.2454 million, and ~~cash~~investment ~~from~~in mineral properties and the ~~sale~~purchase of ~~equity~~equipment ~~securities~~for a total of $31.0133 million.

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Stock Options and Warrants

As of ~~April~~October 3031, 2025, we had in-the-money stock options outstanding representing 43,~~361~~735,~~328~~787 shares at a weighted-average exercise price of $2.33 74 per share, and in-the-money share purchase warrants outstanding representing 159,091 shares at a weighted-average exercise price of $4.13 per share. As of ~~April~~October 3031, 2025, outstanding in-the-money stock options and warrants represented a total 4of 3,~~520~~894,~~419~~ 878 shares issuable for gross proceeds of approximately $10.8088 million should these stock options and warrants be exercised in full on a cash basis. The exercise of these stock options and warrants is at the discretion of their respective holders and, accordingly, there is no assurance that any of ~~the~~these stock options or warrants will be exercised in the future.

Transactions with Related Parties

Related party transactions are based on the amounts agreed to by the parties. During the three ~~and nine~~ months ended ~~April~~October 3031, 2025 and 2024, the Company did not enter into any material contracts or undertake any significant commitment or obligation with any related parties.

Material Contractual Obligations and Commitments

As at April 30, 2025, significant payment obligations of the Company over the next five years and beyond are as follows:

	Payment Due by Period
			Less Than		1-3		3-5		More Than
	Total		1 Year		Years		Years		5 Years
Asset Retirement Obligations	$	88,856	$	2,845	$	5,022	$	6,675	$	74,314
Operating Lease Obligations		2,442		489		763		372		818
Uranium Inventory Purchase Obligations		11,114		11,114		-		-		-
Total	$	102,412	$	14,448	$	5,785	$	7,047	$	75,132

As of April 30, 2025, we were renting or leasing office premises in the States of Texas, Arizona and Wyoming, British Columbia and Saskatchewan, Canada, and Paraguay, for total monthly payments of $0.05 million. Office lease agreements for the U.S. and Canada expire between July 2026 and November 2029.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

For a complete summary of all of our significant accounting policies refer to Note 2: Summary of Significant Accounting Policies of the Notes to the consolidated financial statements as presented under Item 8, Financial Statements and Supplementary Data, in our Annual Report on Form 10-K for Fiscal ~~2024~~2025.

For a discussion of the recently issued accounting pronouncements, refer to ~~note~~Note 2 of the interim condensed consolidated financial statements contained in this Quarterly Report.

Refer to “Critical Accounting Policies” under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for Fiscal ~~2024~~2025.

Subsequent Events

Subsequent to ~~April~~October 3031, 2025, we received ~~additional~~200,000 ~~net~~pounds ~~cash~~of ~~proceeds~~uranium ofinventory ~~$54.82 million~~at ~~under~~a ~~our~~purchase ~~2024~~price ~~ATM~~of ~~Offering~~$7. 49 million.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Refer to Item 7A., Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for Fiscal ~~2024~~2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, with the participation of ~~the~~our Principal Executive Officer and the Principal Financial Officer, the Company evaluated the effectiveness of its disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information the Company is required to disclose in reports that are filed or submitted under the Exchange Act: (1) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (2) is accumulated and communicated to Company management, including the Principal Executive Officer and the Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our quarter ended ~~April~~October 3031, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

As of the date of this Quarterly Report, other than asroutine ~~disclosed~~litigation ~~below~~incidental to our business, ~~there~~including that which is described in the Form 10-K Annual Report for Fiscal 2025, we are nonot currently a party to any material pending legal proceedings, ~~other~~or ~~than~~claims ~~ordinary~~that ~~routine~~management ~~litigation~~believes ~~incidental~~would be likely to ~~our~~have ~~business,~~a tomaterial ~~which~~adverse effect on our ~~Company~~financial orposition, ~~any~~results of ~~our~~operations ~~subsidiaries~~or iscash aflows. Regardless ~~party~~of outcome, such proceedings or claims can have an adverse impact on the Company because of ~~which~~defense ~~any~~and settlement costs, diversion of ~~their~~resources ~~property~~and isother ~~subject~~factors, and there can be no assurances that favorable outcomes will be obtained. In addition, there are no material pending legal proceedings to which any director, officer, affiliate or ~~record~~the orCompany, beneficial owner of more than 5% of our common stock, or any associate or any such director, officer, affiliate or security holder, is: (i) a party adverse to us or any of our subsidiaries in any legal proceeding; or (ii) has an adverse interest to us or any of our subsidiaries ~~in any legal proceeding~~. ~~Other than as disclosed below, management is not aware of any other material legal proceedings pending or that have been threatened against us or our properties.~~

On or about March 9, 2011, the Texas Commission on Environmental Quality (the “TCEQ”) granted our Company’s applications for a Class III Injection Well Permit, Permit Area Authorization and Aquifer Exemption (“AE”) for our Goliad Project. On or about December 4, 2012, the U.S. Environmental Protection Agency (the “EPA”) concurred with the TCEQ issuance of the AE permit. With the receipt of this concurrence, the final authorization required for uranium extraction, our Goliad Project achieved fully-permitted status. On or about May 24, 2011, a group of petitioners, inclusive of Goliad County, appealed the TCEQ action to the 250th District Court in Travis County, Texas. A motion filed by our Company to intervene in this matter was granted. The petitioners’ appeal lay dormant until on or about June 14, 2013, when the petitioners filed their initial brief in support of their position. On or about January 18, 2013, a different group of petitioners, exclusive of Goliad County, filed a petition for review with the Court of Appeals for the Fifth Circuit to appeal the EPA’s decision. On or about March 5, 2013, a motion filed by our Company to intervene in this matter was granted. The parties attempted to resolve both appeals, to facilitate discussions and avoid further legal costs. The parties jointly agreed, through mediation initially conducted through the Fifth Circuit on or about August 8, 2013, to abate the proceedings in the State District Court. On or about August 21, 2013, the State District Court agreed to abate the proceedings. The EPA subsequently filed a motion to remand without vacatur with the Fifth Circuit wherein the EPA’s stated purpose was to elicit additional public input and further explain its rationale for the approval. In requesting the remand without vacatur, which would allow the AE to remain in place during the review period, the EPA denied the existence of legal error and stated that it was unaware of any additional information that would merit reversal of the AE. We and the TCEQ filed a request to the Fifth Circuit for the motion to remand without vacatur, and if granted, to be limited to a 60-day review period. On December 9, 2013, by way of a procedural order from a three-judge panel of the Fifth Circuit, the Court granted the remand without vacatur and initially limited the review period to 60 days. In March of 2014, at the EPA’s request, the Fifth Circuit extended the EPA’s time period for review and additionally, during that same period, our Company conducted a joint groundwater survey of the site, the results of which reaffirmed our previously filed groundwater direction studies. On or about June 17, 2014, the EPA reaffirmed its earlier decision to uphold the granting of our existing AE, with the exception of a northwestern portion containing less than 10% of the uranium resource which was withdrawn, but not denied, from the AE area until additional information is provided in the normal course of mine development. On or about September 9, 2014, the petitioners filed a status report with the State District Court which included a request to remove the stay agreed to in August 2013 and to set a briefing schedule. In that Status Report the petitioners also stated that they had decided not to pursue their appeal at the Fifth Circuit.

A Class I renewal application for the Goliad Project disposal wells was received by the TCEQ on January 23, 2020 and declared administratively complete on April 27, 2020. The application went through technical review and, on September 13, 2022, the executive director of the TCEQ made a decision that the permit application met the requirements of the law. On or around October 4, 2022, petitioners in Goliad County requested a hearing and reconsideration on the renewal permits. The TCEQ considered the requests on December 14, 2022, during its open meeting, and denied the petitioner’s request for reconsideration but granted its request for hearing. The TCEQ referred the application to the State Office of Administrative Hearing (“SOAH”) to discuss three issues: (i) whether the permit application adequately characterizes the geology and identified and assessed faults in the vicinity of the proposed injections wells; (ii) whether the draft permit provides for adequate monitoring of migration of injected fluids in the vicinity of the proposed injection wells: and (iii) whether the location and design of the injection wells and pre-injection facilities are adequate. Closing statements were submitted by all parties to the SOAH Administrative Law Judges (“ALJs”) on February 5, 2024. On April 10, 2024, the ALJs made a recommendation to remand the matter to the executive director of the TCEQ for further examination, stating the Company failed to meet its burden of proof. The executive director, via Executive Director’s Exceptions to the Proposal for Decision (“PFD”), respectfully disagreed with the recommendation presented in the PFD to remand the application to the executive director for further consideration. The executive director commented that the ALJ’s PFD improperly broadened the scope of the refereed contested case hearing; misapplied the application requirements in commission rule for providing geoscientific information; mischaracterized the position of the executive director; and prematurely imposed monitoring or corrective action requirements before the subject injection wells were drilled, constructed and tested. The TCEQ reissued the permits on August 28, 2024. A Motion for Rehearing was filed on November 21, 2024. No other information is available on the potential proceeding at this time. We continue to believe that the pending appeal is without merit and that the Goliad Project remains fully permitted for uranium extraction.

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The Company has had communications and filings with the Paraguayan Ministry of Public Works and Communications (the “MOPC”), the mining regulator in Paraguay, whereby the MOPC is taking the position that certain concessions forming part of the Company’s Yuty, Alto Parana and Colonel Oviedo Projects are not eligible for extension as to exploration or continuation to exploitation in their current stages. While we remain fully committed to our development path forward in Paraguay, we have filed certain applications and appeals in Paraguay to reverse the MOPC’s position in order to protect the Company’s continuing rights in those concessions.

Item 1A. Risk Factors

InItem ~~addition~~1A to-- ~~the~~Risk ~~information~~Factors ~~contained~~of inthe ~~our Annual Report on~~ Form 10-K ~~for~~Annual ~~Fiscal 2024, and this Quarterly~~ Report onfor ~~Form~~Fiscal ~~10-Q,~~2025 wesets ~~have~~forth ~~identified~~information ~~the~~relating ~~following~~to ~~material~~important risks and uncertainties ~~which~~that ~~reflect~~could ~~our~~materially ~~outlook~~adversely ~~and~~affect ~~conditions~~the ~~known~~Company’s tobusiness, usfinancial ascondition ofor ~~the~~operating ~~date of this Quarterly Report~~results. ~~These~~ ~~material~~The ~~risks~~risk ~~and~~factors ~~uncertainties~~set ~~should~~forth bein ~~carefully reviewed by~~ our ~~stockholders~~Form ~~and~~10-K ~~any~~Annual ~~potential~~Report ~~investors~~for inFiscal ~~evaluating~~2025 ~~the~~remain ~~Company,~~current ~~our business~~ and ~~the~~there ~~market~~have ~~value~~been ofno ~~our common stock. Furthermore, any one of these~~ material ~~risks~~changes ~~and uncertainties has the potential~~ to ~~cause~~those ~~actual~~risk ~~results,~~factors ~~performance,~~that ~~achievements~~needed ~~or events~~ to be ~~materially~~supplemented ~~different~~or ~~from~~updated ~~any~~on ~~future~~this ~~results,~~Form ~~performance,~~10-Q ~~achievements~~for orthe ~~events~~quarter ~~implied,~~ended ~~suggested~~October or31, ~~expressed~~2025. byAdditional ~~any~~risks ~~forward-looking~~and ~~statements~~uncertainties ~~made~~that bythe usCompany ordoes bynot ~~persons~~presently ~~acting~~know onabout ~~our~~or ~~behalf. Refer~~that toit ~~“Cautionary~~currently ~~Note~~deems ~~Regarding~~immaterial ~~Forward-looking~~also ~~Statements”~~may asimpair ~~disclosed in~~ our ~~Annual~~business ~~Report on Form 10-K for Fiscal 2024~~operations.

There is no assurance that we will be successful in preventing the material adverse effects that any one or more of the following material risks and uncertainties may cause on our business, prospects, financial condition and operating results, which may result in a significant decrease in the market price of our common stock. Furthermore, there is no assurance that these material risks and uncertainties represent a complete list of the material risks and uncertainties facing us. There may be additional risks and uncertainties of a material nature that, as of the date of this Quarterly Report, we are unaware of or that we consider immaterial that may become material in the future, any one or more of which may result in a material adverse effect on us. You could lose all or a significant portion of your investment due to any one of these material risks and uncertainties.

Risks Related to Our Company and Business

Evaluating our future performance may be difficult since we have a limited financial and operating history, with significant negative operating cash flow and an accumulated deficit to date. Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.

As more fully described under Item 1, Business, in our Annual Report on Form 10-K for Fiscal 2024, we were incorporated under the laws of the State of Nevada on May 16, 2003 and, since 2004, we have been primarily engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing, on projects located in the United States, Canada and the Republic of Paraguay. In November 2010, we commenced uranium extraction for the first time at our Palangana Mine utilizing ISR methods and processed those materials at our Hobson Processing Facility into drums of U3O8. We also hold uranium projects in various stages of exploration and pre-extraction in the States of Arizona, Colorado, New Mexico, Texas and Wyoming, in Canada and the Republic of Paraguay. In August 2024, we restarted uranium extraction at our fully permitted, and past producing, Christensen Ranch Mine ISR operation in Wyoming. We expect the ramp-up phase will continue while new production areas are being constructed and completed in 2025.

As more fully described under “Liquidity and Capital Resources” of Item 2, Management’s Discussion and Analysis of Financial Condition and Result of Operations, herein, we have a history of significant negative cash flow and net losses, with an accumulated deficit balance of $379.51 million as of April 30, 2025. Historically, we have been reliant primarily on equity financings from the sale of our common stock in order to fund our operations. Although we generated revenues from sales of U3O8 we extracted during Fiscal 2015, Fiscal 2013 and Fiscal 2012 of $3.08 million, $9.03 million and $13.76 million, respectively, and generated revenues from sales of purchased uranium inventory totaling $66.84 million during the nine months ended April 30, 2025 , we have yet to achieve consistent profitability or develop consistent positive cash flow from our operations, and we do not expect to achieve consistent profitability or develop consistent positive cash flow from operations in the near term. As a result of our limited financial and operating history, including our significant negative cash flow from operations and net losses to date, it may be difficult to evaluate our future performance.

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As at April 30, 2025, we had working capital (current assets less current liabilities) of $137.57 million including cash and cash equivalents of $71.40 million and purchased uranium inventory holdings of $72.90 million. Subsequent to April 30, 2025, we received additional net cash proceeds of $54.82 million under our 2024 ATM Offering. We believe that our existing cash resources and, if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations for 12 months from the date of this Quarterly Report. Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations.

Our reliance on equity and debt financings is expected to continue for the foreseeable future, and their availability whenever such additional financing is required will be dependent on many factors beyond our control and including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electrical generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements, to continue advancing our projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project.

Our long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium projects and continue with exploration and pre-extraction activities and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities. The economic viability of our mining activities, including the expected duration and profitability of our ISR Mines and of any future satellite ISR mines, such as our Burke Hollow and Goliad Projects located within the South Texas Uranium Belt, our Christensen Ranch Mine and Reno Creek Project located in the Powder River Basin, Wyoming, and our projects in Canada and in the Republic of Paraguay, have many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct a mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected mineral extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

Our operations are capital intensive and we will require significant additional financing to acquire additional mineral projects and continue with our exploration, pre-extraction and extraction activities on our existing projects.

Our operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, including acquiring additional mineral projects and continuing with our exploration, pre-extraction and extraction activities which include assaying, drilling, geological and geochemical analysis and mine construction costs. In the absence of such additional financing we would not be able to fund our operations or continue with our exploration and pre-extraction activities, which may result in delays, curtailment or abandonment of any one or all of our projects.

Our uranium extraction and sales history is limited. Our ability to generate revenue is subject to a number of factors, any one or more of which may adversely affect our financial condition and operating results.

We have a limited history of uranium extraction and generating revenue. In November 2010, we commenced uranium extraction at our Palangana Mine, which has been our sole source of revenues from the sales of produced U3O8 during Fiscal 2015, Fiscal 2013 and Fiscal 2012, with no revenues from sales of produced U3O8 during the nine months ended April 30, 2025, or any other fiscal years. In August 2024, we restarted uranium extraction at our fully permitted, and past producing, Christensen Ranch Mine ISR operation in Wyoming. We expect the ramp-up phase will continue while new production areas are being constructed and completed in 2025.

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At the same time, we have continued to advance our Roughrider and Burke Hollow Projects with resource expansions and development programs, respectively. Our ability to generate revenue from our Palangana and recently acquired Christensen Ranch Mines is subject to a number of factors which include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected extraction costs; (iv) significantly lower than expected uranium extraction; (v) significant delays, reductions or stoppages of uranium extraction activities; and (vi) the introduction of significantly more stringent regulatory laws and regulations. Furthermore, continued mining activities at our ISR Mines will eventually deplete the mines or cause such activities to become uneconomical, and if we are unable to directly acquire or develop existing uranium projects, such as our Moore Ranch, Reno Creek, Burke Hollow and Goliad Projects, into additional uranium mines from which we can commence uranium extraction, it will negatively impact our ability to generate revenues. Any one or more of these occurrences may adversely affect our financial condition and operating results.

Exploration, pre-extraction and extraction programs and mining activities are inherently subject to numerous significant risks and uncertainties, and actual results may differ significantly from expectations or anticipated amounts. Furthermore, exploration programs conducted on our projects may not result in the establishment of ore bodies that contain commercially recoverable uranium.

Exploration, pre-extraction and extraction programs and mining activities are inherently subject to numerous significant risks and uncertainties, with many beyond our control and including, but not limited to: (i) unanticipated ground and water conditions and adverse claims to water rights; (ii) unusual or unexpected geological formations; (iii) metallurgical and other processing problems; (iv) the occurrence of unusual weather or operating conditions and other force majeure events; (v) lower than expected ore grades; (vi) industrial accidents; (vii) delays in the receipt of or failure to receive necessary government permits; (viii) delays in transportation; (ix) availability of contractors and labor; (x) government permit restrictions and regulation restrictions; (xi) unavailability of materials and equipment; and (xii) the failure of equipment or processes to operate in accordance with specifications or expectations. These risks and uncertainties could result in: (i) delays, reductions or stoppages in our mining activities; (ii) increased capital and/or extraction costs; (iii) damage to, or destruction of, our mineral projects, extraction facilities or other properties; (iv) personal injuries; (v) environmental damage; (vi) monetary losses; and (vii) legal claims.

Success in mineral exploration is dependent on many factors including, without limitation, the experience and capabilities of a company’s management, the availability of geological expertise and the availability of sufficient funds to conduct the exploration program. Even if an exploration program is successful and commercially recoverable material is established, it may take a number of years from the initial phases of drilling and identification of the mineralization until extraction is possible, during which time the economic feasibility of extraction may change such that the material ceases to be economically recoverable. Exploration is frequently non-productive due, for example, to poor exploration results or the inability to establish ore bodies that contain commercially recoverable material, in which case the project may be abandoned and written-off. Furthermore, we will not be able to benefit from our exploration efforts and recover the expenditures that we incur on our exploration programs if we do not establish ore bodies that contain commercially recoverable material and develop these projects into profitable mining activities, and there is no assurance that we will be successful in doing so for any of our projects.

Whether an ore body contains commercially recoverable material depends on many factors including, without limitation: (i) the particular attributes, including material changes to those attributes, of the ore body such as size, grade, recovery rates and proximity to infrastructure; (ii) the market price of uranium, which may be volatile; and (iii) government regulations and regulatory requirements including, without limitation, those relating to environmental protection, permitting and land use, taxes, land tenure and transportation.

We have not established proven or probable reserves through the completion of a final or bankable feasibility study for any of our projects, including our ISR Mines. Furthermore, we have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing ISR mining, such as our ISR Mines. Since we commenced extraction of mineralized materials from our ISR Mines without having established proven or probable reserves, it may result in our mining activities at our ISR Mines, and at any future projects for which proven or probable reserves are not established, being inherently riskier than other mining activities for which proven or probable reserves have been established.

We have established the existence of mineralized materials for certain of our projects, including our ISR Mines. We have not established proven or probable reserves, as defined by the SEC, through the completion of a final or bankable feasibility study for any of our projects, including our ISR Mines. Furthermore, we have no present plans to establish proven or probable reserves for any of our projects for which we plan on utilizing ISR mining. Since we commenced the extraction of mineralized materials at our ISR Mines without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated. Any mineralized materials established or extracted from our ISR Mines should not in any way be associated with having established or produced from proven or probable reserves.

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We prepare estimates of future uranium extraction and recovery, and there are no assurances that such estimates will be achieved.

We may from time to time prepare estimates of future uranium extraction and recovery, or increases in uranium extraction and recovery, for particular operations, or relating to our ability to increase uranium extraction and recovery in response to increases in commodity prices, as market conditions warrant or otherwise. No assurance can be given that any such extraction and recovery estimates will be achieved, nor can assurance be given that extraction or recovery increases will be achieved in a cost effective or timely manner. Failure to achieve extraction and recovery estimates or failure to achieve extraction and recovery in a cost effective or timely manner could have an adverse impact on our future cash flows, earnings, results of operations and financial condition. These estimates are based on, among other things, the following factors: the accuracy of mineral resource estimates; the accuracy of assumptions regarding ground conditions and physical characteristics of mineralized materials, such as hardness and presence or absence of particular metallurgical characteristics; the accuracy of estimated rates and costs of extraction, recovery and processing; assumptions as to future commodity prices; assumptions relating to changes in laws, regulations or policies, or lack thereof, that could impact the cost and time required to obtain regulatory approvals, licenses and permits; assumptions relating to obtaining required licenses and permits in a timely manner, including the time required to satisfy environmental analyses, consultations and public input processes; assumptions relating to challenges to or delays in the licensing and permitting process; and assumptions regarding any appeals or lack thereof, or injunctions or lack thereof, relating to any approvals, licenses or permits.

Our actual uranium extraction and recovery may vary from estimates for a variety of reasons, including, among others: actual mineralized material extracted, mined or recovered varying from estimates of grade, tonnage, dilution, metallurgical and other characteristics; short-term operating factors relating to the mineral resources, such as the need for sequential construction or development of mineralized materials or deposits and the processing of new or different mineral grades; risk and hazards associated with extraction, mining and recovery; natural phenomena, such as inclement weather conditions, underground floods, earthquakes, pit wall failures and cave-ins; unexpected labor shortages or strikes; varying conditions in the commodities markets; and delays in obtaining or denial, challenges or appeals of regulatory approvals, licenses and permits or renewals of existing approvals, licenses or permits.

Since we are in the Exploration Stage, pre-production expenditures including those related to pre-extraction activities are expensed as incurred, the effects of which may result in our consolidated financial statements not being directly comparable to the financial statements of companies in the Production Stage.

Despite the fact that we commenced uranium extraction at our ISR Mines, we remain in the Exploration Stage (as defined by the SEC) and will continue to remain in the Exploration Stage until such time as proven or probable reserves have been established, which may never occur. We prepare our consolidated financial statements in accordance with U.S. GAAP under which acquisition costs of mineral rights are initially capitalized as incurred while pre-production expenditures are expensed as incurred until such time as we exit the Exploration Stage. Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time as proven or probable reserves are established for that uranium project, after which subsequent expenditures relating to mine development activities for that particular project are capitalized as incurred.

We have neither established nor have any present plans to establish proven or probable reserves for our uranium projects for which we plan on utilizing ISR mining. Companies in the Production Stage (as defined by the SEC), having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to inventory and, as that inventory is sold, to cost of goods sold. As we are in the Exploration Stage, it has resulted in us reporting larger losses than if we had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to ongoing processing facility and mine pre-extraction activities. Additionally, there would be no corresponding amortization allocated to our future reporting periods since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we would have been in the Production Stage. Any capitalized costs, such as acquisition costs of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage.

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Our mineral resource estimates may not be reliable and are inherently more uncertain than estimates of proven and probable reserves; there is risk and increased uncertainty to commencing and conducting production without established mineral reserves.

Our properties do not contain mineral reserves as defined under S-K 1300. Until mineral reserves or mineral resources are mined and processed, the quantity of mineral resources and grades must be considered as estimates only and may be inaccurate. We have established the existence of uranium resources for certain uranium projects, including at our Palangana Mine, Christensen Ranch Mine, Roughrider Project and Christie Lake Project. We have not established proven or probable reserves, as defined under S-K 1300, through the completion of a feasibility study, for any of our uranium projects, including the Palangana Mine, Christensen Ranch Mine, Roughrider Project and Christie Lake Project. Furthermore, we currently have no plans to establish proven or probable reserves for any of our uranium projects for which we utilize ISR methods, such as the Palangana Mine and Christensen Ranch Mine. As a result, and despite the fact that we have previously produced U3O8 at the Palangana Mine, there is increased uncertainty and risk that may result in economic and technical failure which may adversely impact our future profitability.

There are numerous uncertainties inherent in estimating quantities of mineral resources, including many factors beyond our control, and no assurance can be given that the recovery of mineral resources will be realized. In general, estimates of mineral resources are based upon several factors and assumptions made as of the date on which the estimates were determined, including (i) geological and engineering estimates that have inherent uncertainties and the assumed effects of regulation by governmental agencies; (ii) the judgment of the geologists, engineers and other professionals preparing the estimate; (iii) estimates of future uranium prices and operating costs; (iv) the quality and quantity of available data and the interpretation of that data; and (v) the accuracy of various mandated economic assumptions, all of which may vary considerably from actual results.

All estimates are, to some degree, uncertain; with in situ recovery, this is due in part to limited sampling information collected prior to mining. For these reasons, estimates of the recoverable mineral resources prepared by different professionals or by the same professionals at different times, may vary substantially. As such, there is significant uncertainty in any mineral resource estimate and actual deposits encountered and the economic viability of a deposit may differ materially from our estimates.

Estimated costs of future reclamation obligations may be significantly exceeded by actual costs incurred in the future. Furthermore, only a portion of the financial assurance required for the future reclamation obligations has been funded.

We are responsible for certain remediation and decommissioning activities in the future, primarily for our Hobson and Irigaray Processing Facilities, our ISR Mines, Roughrider Project and our recently acquired Sweetwater Acquisition assets, and have recorded a liability of $38.72 million on our balance sheet at April 30, 2025, to recognize the present value of the estimated costs of such reclamation obligations. Should the actual costs to fulfill these future reclamation obligations materially exceed these estimated costs, it may have an adverse effect on our financial condition and operating results, including not having the financial resources required to fulfill such obligations when required to do so.

As at April 30, 2025, the total estimated reclamation costs for all of our projects was $88.86 million. We have secured $59.14 million of surety bonds as an alternate source of financial assurance for the estimated costs of the reclamation obligations, of which $9.21 million is funded and held as restricted cash for collateral purposes as required by the surety. We may be required at any time to fund the remaining $49.93 million or any portion thereof for a number of reasons including, but not limited to, the following: (i) the terms of the surety bonds are amended, such as an increase in collateral requirements; (ii) we are in default with the terms of the surety bonds; (iii) the surety bonds are no longer acceptable as an alternate source of financial assurance by the regulatory authorities; or (iv) the surety encounters financial difficulties. Should any one or more of these events occur in the future, we may not have the financial resources to fund the remaining amount or any portion thereof when required to do so.

We cannot provide any assurance that our Physical Uranium Program involving the strategic acquisition of physical uranium will be successful, which may have an adverse effect on our results of operations.

We have used or allocated a large portion of our cash on hand in order to fund the acquisition of drummed uranium under our Physical Uranium Program. This strategy will be subject to a number of risks and there is no assurance that the strategy will be successful. Future deliveries are subject to performance by other parties and there is a possibility of default by those parties, thus depriving us of potential benefits.

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Due to the fluctuation of uranium prices, the price of uranium will fluctuate and we will be subject to losses should we ultimately determine to sell the uranium at prices lower than the acquisition cost. The primary risks associated with physical uranium will be the normal risks associated with supply and demand fundamentals affecting price movements.

We may be required to sell a portion or all of the physical uranium accumulated to fund our operations should other forms of financing not be available to meet our capital requirements.

Since there is no public market for uranium, selling the uranium may take extended periods of time and suitable purchasers may be difficult to find, which could have a material adverse effect on our financial condition and may have a material adverse effect on our securities.

There is no public market for the sale of uranium, although there are several trading and brokerage houses that serve the industry with bid and ask data as well as locations and quantities. The uranium futures market on the New York Mercantile Exchange does not provide for physical delivery of uranium, only cash on settlement, and that trading forum does not offer a formal market but rather facilitates the introduction of buyers to sellers.

The pool of potential purchasers and sellers is limited, and each transaction may require the negotiation of specific provisions. Accordingly, a sale may take several weeks or months to complete. If we determine to sell any physical uranium that we have acquired, we may likewise experience difficulties in finding purchasers that are able to accept a material quantity of physical uranium at a price and at a location that is compatible with our interests. The inability to sell on a timely basis in sufficient quantities and at a desired price and location could have a material adverse effect on our securities.

As part of our Physical Uranium Program, we have entered into commitments to purchase U3O8 and may purchase additional quantities. There is no certainty that any future purchases contemplated by us will be completed.

Storage arrangements, including the extension of storage arrangements, along with credit and operational risks of uranium storage facilities, may result in the loss or damage of our physical uranium which may not be covered by insurance or indemnity provisions and could have a material adverse effect on our financial condition.

Currently, the uranium we purchase is or will be stored at the licensed uranium conversion facilities of ConverDyn, located in Metropolis, Illinois, owned by Honeywell, and at Cameco Corporation’s facilities, located in Ontario, Canada. There can be no assurance that storage arrangements that have been negotiated will be extended indefinitely, forcing actions or costs not currently contemplated. Failure to negotiate commercially reasonable storage terms for a subsequent storage period with ConverDyn may have a material adverse effect on our financial condition.

By holding our uranium inventory at the ConverDyn conversion facility we are exposed to the credit and operational risks of the facility. There is no guarantee that we can fully recover all of our investment in uranium held with the facility in the event of a disruptive event. Failure to recover all uranium holdings could have a material adverse effect on our financial condition. Any loss or damage of the uranium may not be fully covered or absolved by contractual arrangements with ConverDyn or our insurance arrangements, and we may be financially and legally responsible for losses and/or damages not covered by indemnity provisions or insurance. Such responsibility could have a material adverse effect on our financial condition.

We do not insure against all of the risks we face in our operations.

In general, where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. We currently maintain insurance against certain risks, including securities and general commercial liability claims and certain physical assets used in our operations, subject to exclusions and limitations, however, we do not maintain insurance to cover all of the potential risks and hazards associated with our operations. We may be subject to liability for environmental, pollution or other hazards associated with our exploration, pre-extraction and extraction activities, which we may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of high premiums or other reasons. Furthermore, we cannot provide assurance that any insurance coverage we currently have will continue to be available at reasonable premiums or that such insurance will adequately cover any resulting liability.

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Acquisitions that we may make from time to time could have an adverse impact on us.

From time to time we examine opportunities to acquire additional mining assets and businesses. Any acquisition that we may choose to complete may be of a significant size, may change the scale of our business and operations and may expose us to new geographic, political, operating, financial and geological risks. Our success in our acquisition activities depends on our ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition and integrate the acquired operations successfully with those of our Company. Any acquisitions would be accompanied by risks which could have a material adverse effect on our business. For example: (i) there may be a significant change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio; (ii) a material ore body may prove to be below expectations; (iii) we may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise and maintaining uniform standards, policies and controls across the organization; (iv) the integration of the acquired business or assets may disrupt our ongoing business and our relationships with employees, customers, suppliers and contractors; and (v) the acquired business or assets may have unknown liabilities which may be significant. In the event that we choose to raise debt capital to finance any such acquisition, our leverage will be increased. If we choose to use equity as consideration for such acquisition, existing shareholders may suffer dilution. Alternatively, we may choose to finance any such acquisition with our existing resources. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

We may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations.

Our exploration and mining activities are dependent upon the grant of appropriate rights, authorizations, licences, permits and consents, as well as continuation and amendment of these rights, authorizations, licences, permits and consents already granted, which may be granted for a defined period of time, or may not be granted or may be withdrawn or made subject to limitations. There can be no assurance that all necessary rights, authorizations, licences, permits and consents will be granted to us, or that authorizations, licences, permits and consents already granted will not be withdrawn or made subject to limitations.

The marketability of uranium concentrates will be affected by numerous factors beyond our control which may result in our inability to receive an adequate return on our invested capital.

The marketability of uranium concentrates extracted by us will be affected by numerous factors beyond our control. These factors include: (i) macroeconomic factors; (ii) fluctuations in the market price of uranium; (iii) governmental regulations; (iv) land tenure and use; (v) regulations concerning the importing and exporting of uranium; and (vi) environmental protection regulations. The future effects of these factors cannot be accurately predicted, but any one or a combination of these factors may result in our inability to receive an adequate return on our invested capital.

We hold mineral rights in foreign jurisdictions which could be subject to additional risks due to political, taxation, economic and cultural factors.

We hold certain mineral rights located in the Republic of Paraguay through Piedra Rica Mining S.A., Transandes Paraguay S.A., Trier S.A. and Metalicos Y No Metalicos Paraguay S.R.L., which are incorporated in Paraguay. Operations in foreign jurisdictions outside of the United States and Canada, especially in developing countries, may be subject to additional risks as they may have different political, regulatory, taxation, economic and cultural environments that may adversely affect the value or continued viability of our rights. These additional risks include, but are not limited to: (i) changes in governments or senior government officials; (ii) changes to existing laws or policies on foreign investments, environmental protection, mining and ownership of mineral interests; (iii) renegotiation, cancellation, expropriation and nationalization of existing permits or contracts; (iv) foreign currency controls and fluctuations; and (v) civil disturbances, terrorism and war.

In the event of a dispute arising at our foreign operations in Paraguay, we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of the courts in the United States or Canada. We may also be hindered or prevented from enforcing our rights with respect to a government entity or instrumentality because of the doctrine of sovereign immunity. Any adverse or arbitrary decision of a foreign court may have a material and adverse impact on our business, prospects, financial condition and results of operations.

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The title to our mineral property interests may be challenged.

Although we have taken reasonable measures to ensure proper title to our interests in mineral properties and other assets, there is no guarantee that the title to any of such interests will not be challenged. No assurance can be given that we will be able to secure the grant or the renewal of existing mineral rights and tenures on terms satisfactory to us, or that governments in the jurisdictions in which we operate will not revoke or significantly alter such rights or tenures or that such rights or tenures will not be challenged or impugned by third parties, including local governments, aboriginal peoples or other claimants. The Company has had communications and filings with the MOPC, whereby the MOPC is taking the position that certain concessions forming part of the Company’s Yuty, Alto Parana and Colonel Oviedo Projects are not eligible for extension as to exploration or continuation to exploitation in their current stages. While we remain fully committed to our development path forward in Paraguay, we have filed certain applications and appeals in Paraguay to reverse the MOPC’s position in order to protect the Company’s continuing rights in those concessions. Our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. A successful challenge to the precise area and location of our claims could result in us being unable to operate on our properties as permitted or being unable to enforce our rights with respect to our properties.

Due to the nature of our business, we may be subject to legal proceedings which may divert management’s time and attention from our business and result in substantial damage awards.

Due to the nature of our business, we may be subject to numerous regulatory investigations, securities claims, civil claims, lawsuits and other proceedings in the ordinary course of our business including those described under Item 3, Legal Proceedings, herein. The outcome of these lawsuits is uncertain and subject to inherent uncertainties, and the actual costs to be incurred will depend upon many unknown factors. We may be forced to expend significant resources in the defense of these suits, and we may not prevail. Defending against these and other lawsuits in the future may not only require us to incur significant legal fees and expenses, but may become time-consuming for us and detract from our ability to fully focus our internal resources on our business activities. The results of any legal proceeding cannot be predicted with certainty due to the uncertainty inherent in litigation, the difficulty of predicting decisions of regulators, judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on our business, financial position or operating results.

We depend on certain key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.

Our success is dependent on the efforts, abilities and continued service of certain senior officers and key employees and consultants. A number of our key employees and consultants have significant experience in the uranium industry. A loss of service from any one of these individuals may adversely affect our operations, and we may have difficulty or may not be able to locate and hire a suitable replacement.

Certain directors and officers may be subject to conflicts of interest.

The majority of our directors and officers are involved in other business ventures including similar capacities with other private or publicly-traded companies. Such individuals may have significant responsibilities to these other business ventures, including consulting relationships, which may require significant amounts of their available time. Conflicts of interest may include decisions on how much time to devote to our business affairs and what business opportunities should be presented to us. Our Code of Conduct and Ethics provides for guidance on conflicts of interest.

The laws of the State of Nevada and our Articles of Incorporation may protect our directors and officers from certain types of lawsuits.

The laws of the State of Nevada provide that our directors and officers will not be liable to our Company or to our stockholders for monetary damages for all but certain types of conduct as directors and officers. Our Bylaws provide for broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. These indemnification provisions may require us to use our limited assets to defend our directors and officers against claims, and may have the effect of preventing stockholders from recovering damages against our directors and officers caused by their negligence, poor judgment or other circumstances.

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Several of our directors and officers are residents outside of the United States, and it may be difficult for stockholders to enforce within the United States any judgments obtained against such directors or officers.

Several of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process on such directors and officers, or enforce within the United States any judgments obtained against such directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, stockholders may be effectively prevented from pursuing remedies against such directors and officers under United States federal securities laws. In addition, stockholders may not be able to commence an action in a Canadian court predicated upon the civil liability provisions under United States federal securities laws. The foregoing risks also apply to those experts identified in this document that are not residents of the United States.

Disclosure controls and procedures and internal control over financial reporting, no matter how well designed and operated, are designed to obtain reasonable, and not absolute, assurance as to its reliability and effectiveness.

Management’s evaluation on the effectiveness of disclosure controls and procedures is designed to ensure that information required for disclosure in our public filings is recorded, processed, summarized and reported on a timely basis to our senior management, as appropriate, to allow timely decisions regarding required disclosure. Management’s report on internal control over financial reporting is designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported. However, any system of controls, no matter how well designed and operated, is based in part upon certain assumptions designed to obtain reasonable, and not absolute, assurance as to its reliability and effectiveness. Any failure to maintain effective disclosure controls and procedures in the future may result in our inability to continue meeting our reporting obligations in a timely manner, qualified audit opinions or restatements of our financial reports, any one of which may affect the market price for our common stock and our ability to access the capital markets.

Proposed and new legislation in the U.S. Congress, including changes in U.S. tax law, may adversely impact the Company and the value of shares of our common stock.

Changes to U.S. tax laws (which changes may have retroactive application) could adversely affect the Company or holders of shares of our common stock. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.

The U.S. Congress passed and is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, and which legislation could adversely impact the Company’s financial performance and the value of shares of our common stock. In particular, we understand that new legislation known as the “Build Back Better Act” has been passed by both houses of the U.S. Congress. The legislation includes, without limitation, new corporate minimum income taxes. We understand that the proposals would be effective for 2022 or later years.

In addition, the Inflation Reduction Act of 2022 was recently signed into law and includes provisions that will impact the U.S. federal income taxation of corporations. Among other items, this legislation includes provisions that will impose a minimum tax on the book income of certain large corporations and an excise tax on certain corporate stock repurchases that would be imposed on the corporation repurchasing such stock. It is unclear how this legislation will be implemented by the U.S. Department of the Treasury and the Company cannot predict how this legislation or any future changes in tax laws might affect the Company or purchasers of our common stock.

Mining, extraction, recovery, processing, construction, development and exploration activities depend, to a substantial degree, on adequate infrastructure.

Reliable roads, bridges, power sources and water supply are important determinants affecting capital and operating costs. We consider the existing infrastructure to be adequate to support our proposed operations and activities. However, unusual or infrequent weather phenomena, including drought, flooding, sabotage, government and/or other interference in the maintenance or provision of such infrastructure could adversely affect our operations and activities, financial condition and results of operations.

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Tariffs and other changes in international trade policy could adversely affect our business, financial condition and results of operations.

Changes in tariffs, duties and other trade policies may impact the demand for uranium and the costs of products we require to operate and develop our projects. On February 1, 2025, the President of the United States signed executive orders directing the U.S. to impose tariffs on goods originating from Canada, Mexico and China. In the case of Canadian goods, these measures took effect on March 4, 2025 and include an additional 25% tariff on goods originating from Canada, except for Canadian energy products, which include critical minerals such as uranium that are subject to a lower rate of 10%. These tariffs took effect in March 2025, with tariffs on certain goods of Mexican origin delayed until April 2, 2025. On March 4, 2025, Canada also announced additional 25% tariffs against certain goods of U.S. origin, including uranium. To date, Canada and the U.S. agreed to delay the imposition of certain tariffs on imported goods but the situation remains temporary and uncertain. The U.S. has also agreed to an extension on the 50% tariff deadline on the European Union until July 9, 2025. These developments are ongoing and are subject to change, including the imposition of additional tariffs and retaliatory measures by these and other countries. Depending on their extent, scope and duration, these tariffs and retaliatory measures may result in increased costs for any equipment and other goods we require to operate and develop our projects in accordance with our current plans. At the same time, it is possible that these tariffs and other measures may benefit certain aspects of our business, including by increasing demand for uranium produced in the U.S. Although discussions continue regarding potential economic arrangements between these countries, there remains significant uncertainty over the scope, impact and duration of any tariffs and retaliatory measures, and they may, among other things, adversely impact general economic conditions, including the market and demand for uranium and our business financial condition and results of operations.

In addition, in 2025, the U.S. government instituted a ban on the import of low-enriched uranium from Russia. If the United States Government reduces or rescinds any sanctions or restrictive measures that currently limit U.S. imports of uranium from other countries, such modification could adversely affect the market for uranium of U.S. origin and could have a material adverse impact on our business, financial condition, and results of operations.

Risks Related to our Industry

We are subject to the risks normally encountered by companies in the mineral extraction industry.

We are subject to the risks normally encountered by companies in the mineral extraction industry, such as:

● the discovery of unusual or unexpected geological formations;

● accidental fires, floods, earthquakes, volcanic eruptions and other natural disasters;

● unplanned power outages and water shortages;

● controlling water and other similar mining hazards;

● operating labor disruptions and labor disputes;

● the ability to obtain suitable or adequate machinery, equipment or labor;

● our liability for potential pollution or other hazards; and

● other known and unknown risks involved in the conduct of exploration, development and operation of mines, extraction and recovery facilities and mills, along with the markets for uranium.

The development of mineral properties is affected by many factors, including, but not limited to: the cost of operations; variations in the grade of mineralized material; fluctuations in the minerals markets; costs of extraction and processing equipment; availability of equipment and labor; labor costs and possible labor strikes; government regulations, including without limitation, regulations relating to taxes, royalties, allowable extraction or production, and importing and exporting of minerals; government actions, including without limitation the establishment or expansion of mineral withdrawals, parks and monuments; land exchanges; foreign exchange; employment; worker safety; transportation; and environmental protection.

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Mining operations involve a high degree of risk.

The exploration, construction, development, operation and other activities associated with mineral projects, along with the expansion of existing recovery operations and mining activities and restarting of projects, involve significant risks, including financial, technical and regulatory risks. The development or advancement of any of the exploration properties in which we have an interest is contingent upon obtaining satisfactory exploration results, project permitting and licensing and financing. The exploration, construction, development, operation and other activities associated with mineral projects involves significant financial risks over an extended period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mine or other facility may result in substantial value, few properties that are staked and explored are ultimately developed into producing mines or extraction or recovery facilities. Major expenses may be required to establish mineral resources and mineral reserves by drilling and to finance, permit, license and construct extraction, mining, recovery and processing facilities. It is very difficult to ensure that the current or proposed exploration, permitting, construction and development programs on our mineral properties will result in profitable commercial extraction, mining or recovery operations.

Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other things: the accuracy of mineral resource estimates; the particular attributes of the deposit, such as its size, geology, grade and accessibility; the ability to economically recover commercial quantities of the minerals; proximity to necessary infrastructure and availability of personnel; financing costs; governmental regulations, including regulations relating to prices, taxes, reclamation bonds and royalties; the potential for litigation; land use; importing and exporting; and environmental and cultural protection, including but not limited to the governmental establishment of mineral withdrawals, parks and monuments and land exchanges. The construction, development, expansion and restarting of projects are also subject to: the successful completion of engineering studies with adequate results to proceed; the issuance of necessary governmental licenses and permits; the availability of adequate financing; engineering and construction timetables and capital costs being correctly estimated for our projects, including restarting projects on standby; and such construction timetables and capital costs not being affected by unforeseen circumstances, including but not limited to delays due to litigation/injunctions. The effect of these factors cannot be accurately predicted, but the combination of these factors, along with others, may result in our not receiving an adequate return on invested capital.

It is possible that actual costs and economic returns of current and new extraction, mining, or recovery operations may differ materially from our best estimates. It is not unusual in the mining industry for new mining operations and facilities to experience unexpected problems during the start-up phase, to take much longer than originally anticipated to bring them into a recovery or producing phase, to require more capital than anticipated, to operate at a higher cost than expected and/or to have reclamation liabilities that are higher than expected.

Major nuclear and global market incidents may have adverse effects on the nuclear and uranium industries.

The nuclear incident that occurred in Fukushima, Japan on March 11, 2011 had significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur, it may have further adverse effects for both industries. Public opinion of nuclear power as a source of electrical generation may be adversely affected, which may cause governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion. Any one of these occurrences has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market prices for uranium, adversely affecting the operations and prospects of our Company. Furthermore, the growth of the nuclear and uranium industries is dependent on continuing and growing public support of nuclear power as a viable source of electrical generation.

Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydroelectricity. These other energy sources are, to some extent, interchangeable with nuclear energy, particularly over the longer term. Technical advancements in, and government subsidies for, renewable and other alternate forms of energy, such as wind and solar power, could make these forms of energy more commercially viable and put additional pressure on the demand for uranium concentrates. Sustained lower prices of alternate forms of energy may result in lower demand for uranium concentrates.

Market projections for future demand for uranium are based on various assumptions regarding the rate of construction and approval of new nuclear power plants, as well as continued public acceptance of nuclear energy around the world. The rationale for adopting nuclear energy can be varied, but often includes the clean and environmentally friendly operation of nuclear power plants, as well as the affordability and round-the-clock reliability of nuclear power. A change in public sentiment regarding nuclear energy could have a material impact on the number of nuclear power plants under construction, planned or proposed, which could have a material impact on the market’s and the Company’s expectations for the future demand for uranium and the future price of uranium.

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The Russia-Ukraine war has highlighted to many global policymakers the significant geopolitical risk associated with an over reliance on sources of energy from politically unstable jurisdictions. In many cases, this has resulted in increased calls for a renewed focus on energy independence, to which many nations have identified nuclear power as a potentially critical energy alternative that can both improve energy sovereignty and support the achievement of carbon emission reduction climate goals.

In March 2020 the COVID-19 pandemic resulted in a black swan event impacting about 50% of the world’s uranium production and has accelerated the market rebalancing. In 2020 significant production cuts were announced in response to the global COVID-19 pandemic, including uranium facilities in Canada, Kazakhstan and Namibia. By 2024 most production impacted by COVID-19 has returned to an operating status. The Company also believes that a large degree of uncertainty exists in the market, primarily due to the size of mobile uranium inventories, transportation issues, premature reactor shutdowns in the U.S. and the length of time of any uranium mine, conversion or enrichment facility shutdowns.

The uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

Uranium exploration, pre-extraction and extraction programs and mining activities are subject to numerous stringent laws, regulations and standards at the federal, state and local levels governing permitting, pre-extraction, extraction, exports, taxes, labor standards, occupational health, waste disposal, protection and reclamation of the environment, protection of endangered and protected species, mine safety, hazardous substances and other matters. Our compliance with these requirements requires significant financial and personnel resources.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the U.S., or any other applicable jurisdiction, may change or be applied or interpreted in a manner which may also have a material adverse effect on our operations. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency or special interest group may also have a material adverse effect on our operations.

Uranium exploration, pre-extraction and extraction programs and mining activities are subject to stringent environmental protection laws and regulations at the federal, state and local levels. These laws and regulations include permitting and reclamation requirements, regulate emissions, water storage and discharges and disposal of hazardous wastes. Uranium mining activities are also subject to laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods. Various permits from governmental and regulatory bodies are required for mining to commence or continue, and no assurance can be provided that required permits will be received in a timely manner.

Our compliance costs, including the posting of surety bonds associated with environmental protection laws and regulations and health and safety standards, have been significant to date, and are expected to increase in scale and scope as we expand our operations in the future. Furthermore, environmental protection laws and regulations may become more stringent in the future, and compliance with such changes may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

While the very heart of our business – uranium extraction, which is the fuel for carbon-free, emission-free baseload nuclear power, helps address global climate change and reduces air pollution, the world’s focus on addressing climate change will require the Company to continue to conduct all of its operations in a manner that minimizes the use of resources, including enhancing energy efficiency and reducing our reliance on fossil fuels, in order to continue to minimize air emissions at our facilities, which can also increase mine and facility, construction, development and operating costs. Regulatory and environmental standards may also change over time to address global climate change, which could further increase these costs. To the best of our knowledge, our operations are in compliance, in all material respects, with all applicable laws, regulations and standards. If we become subject to liability for any violations, we may not be able or may elect not to insure against such risk due to high insurance premiums or other reasons. Where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. However, we cannot provide any assurance that such insurance will continue to be available at reasonable premiums or that such insurance will be adequate to cover any resulting liability.

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The uranium industry is subject to influential political and regulatory factors which could have a material adverse effect on our business and financial condition.

The international uranium industry, including the supply of uranium concentrates, is relatively small, competitive and heavily regulated. Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. In addition, the international marketing and trade of uranium is subject to political changes in governmental policies, regulatory requirements and international trade restrictions (including trade agreements, customs, duties and/or taxes). International agreements, governmental policies and trade restrictions are beyond our control. Changes in regulatory requirements, customs, duties or taxes may affect the availability of uranium, which could have a material adverse effect on our business and financial condition.

The uranium industry is highly competitive and we may not be successful in acquiring additional projects.

The uranium industry is highly competitive, and our competition includes larger, more established companies with longer operating histories that not only explore for and produce uranium, but also market uranium and other products on a regional, national or worldwide basis. Due to their greater financial and technical resources, we may not be able to acquire additional uranium projects in a competitive bidding process involving such companies. Additionally, these larger companies have greater resources to continue with their operations during periods of depressed market conditions.

Risks Related to Our Common Stock

Historically, the market price of our common stock has been and may continue to fluctuate significantly.

On September 28, 2007, our common stock commenced trading on the NYSE American (formerly known as the American Stock Exchange, the NYSE Amex Equities Exchange and the NYSE MKT) and prior to that, traded on the OTC Bulletin Board.

The global markets have experienced significant and increased volatility in the past, and have been impacted by the effects of mass sub-prime mortgage defaults and liquidity problems of the asset-backed commercial paper market, resulting in a number of large financial institutions requiring government bailouts or filing for bankruptcy. The effects of these past events and any similar events in the future may continue to or further affect the global markets, which may directly affect the market price of our common stock and our accessibility for additional financing. Although this volatility may be unrelated to specific company performance, it can have an adverse effect on the market price of our shares which, historically, has fluctuated significantly and may continue to do so in the future.

In addition to the volatility associated with general economic trends and market conditions, the market price of our common stock could decline significantly due to the impact of any one or more events including, but not limited to, the following: (i) volatility in the uranium market; (ii) occurrence of a major nuclear incident such as the events in Japan in March 2011; (iii) changes in the outlook for the nuclear power and uranium industries; (iv) failure to meet market expectations on our exploration, pre-extraction or extraction activities, including abandonment of key uranium projects; (v) sales of a large number of our shares held by certain stockholders including institutions and insiders; (vi) downward revisions to previous estimates on us by analysts; (vii) removal from market indices; (viii) legal claims brought forth against us; and (ix) introduction of technological innovations by competitors or in competing technologies.

A prolonged decline in the market price of our common stock could affect our ability to obtain additional financing which would adversely affect our operations.

Historically, we have relied on equity financing and debt financing as primary sources of financing. A prolonged decline in the market price of our common stock or a reduction in our accessibility to the global markets may result in our inability to secure additional financing which would have an adverse effect on our operations.

Additional issuances of our common stock may result in significant dilution to our existing shareholders and reduce the market value of their investment.

We are authorized to issue 750,000,000 shares of common stock of which 435,027,962 shares were issued and outstanding as of April 30, 2025. Future issuances for financings, mergers and acquisitions, exercise of stock options and share purchase warrants and for other reasons may result in significant dilution to and be issued at prices substantially below the price paid for our shares held by our existing stockholders. Significant dilution would reduce the proportionate ownership and voting power held by our existing stockholders and may result in a decrease in the market price of our shares.

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We are subject to the Continued Listing Criteria of the NYSE American and our failure to satisfy these criteria may result in delisting of our common stock.

Our common stock is currently listed on the NYSE American. In order to maintain this listing, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of shareholders’ equity and a minimum number of public shareholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer: (i) if in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; (iii) if the issuer sells or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE American’s listing requirements; (v) if an issuer’s common stock sells at what the NYSE American considers a “low selling price” and the issuer fails to correct this via a reverse split of shares after notification by the NYSE American; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE American, in its opinion, inadvisable.

If the NYSE American delists our common stock, investors may face material adverse consequences including, but not limited to, a lack of trading market for our securities, reduced liquidity, decreased analyst coverage of our securities, and an inability for us to obtain additional financing to fund our operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~None~~On October 2, 2025, we completed a private placement offering of 575,000 shares of our common stock issued as “flow-through shares”, as defined in subsection 66(15) of the Income Tax Act (Canada), for gross proceeds of $8.63 million. The proceeds will be applied toward certain qualifying Canadian exploration expenditures, as defined in the Income Tax Act (Canada), at the Company’s Roughrider Project located in Saskatchewan, Canada. We relied upon the exemption from the registration requirements under the Securities Act provided by Rule 903 of Regulation S with respect to the issuance of these flow-through shares.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States, and that is subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety and Health Act of 1977 (the “Mine Safety Act”), are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the quarter ended ~~April~~October 3031, 2025, we held both ISR and conventional mines. Under U.S. regulation, our ISR Mines were not subject to regulation by the ~~Federal~~ Mine Safety ~~and~~Act ~~Health~~but ~~Administration~~rather fall under oversight by the ~~Mine~~U.S. Occupational Safety ~~Act~~and Health Administration.

Item 5. Other Information

During our fiscal quarter ended ~~April~~October 3031, 2025, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

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Item 6. Exhibits

The following exhibits are included with this Quarterly Report:

Exhibit	Description of Exhibit

31.1^(*)	Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d‑14(a).

31.2^(*)	Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d‑14(a).

32.1^(**)	Certifications pursuant to the Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1NS^(*)	Inline XBRL Instance Document

101.SCH^(*)	Inline XBRL Taxonomy Extension Schema Document

101.CAL^(*)	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF^(*)	Inline XBRL Taxonomy Extension Definitions Linkbase Document

101.LAB^(*)	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE^(*)	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104^(*)	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Notes:

(*)	Filed herewith

(**)	Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

	URANIUM ENERGY CORP.
	By:	/s/ Amir Adnani
		Amir Adnani
		President, Chief Executive Officer (Principal Executive Officer) and director
		Date: May 30, 2025
		Date: December 9, 2025
	By:	/s/ Josephine Man
		Josephine Man
		Chief Financial Officer (Principal Financial Officer)
		Date: May 30, 2025
		Date: December 9, 2025

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