URANIUM ENERGY CORP (UEC)

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

The following Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Uranium Energy Corp.  and its subsidiaries (collectively, the “Company,” “our” and “we”).  This MD&A should be read in conjunction with our unaudited interim condensed consolidated financial statements for the three and nine months ended April 30, 2026 and the notes thereto and Annual Report on Form 10-K for the year ended July 31, 2025 (the “Annual Report”), including the audited consolidated financial statements for the fiscal year ended July 31, 2025, and notes thereto. Unless otherwise stated, all references to dollar amounts herein are to United States dollars.

Business

We have been primarily engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing. Our principal projects are located in Wyoming and Texas in the U.S. and in Saskatchewan, Canada, as more fully described in our Annual Report.

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. In the nine months ended April 30, 2026, 146,550 pounds of precipitated uranium and dried and drummed U3O8 were produced at Christensen Ranch. We expect the ramp-up phase will continue while new production areas are being constructed in 2026. In March 2026, we secured State regulatory approval and commenced operating three additional header houses in Wellfield 11 at our Christensen Ranch Mine. Preconditioning of Wellfield 11 started thereafter, followed by carbon dioxide and oxygen injection to initiate the uranium recovery process. We continued to develop new production areas at Christensen Ranch during the quarter. One header house in Wellfield 11 is complete and is awaiting regulatory approval. Five more header houses are under construction in Wellfields 12 and 10-extension. Additionally, baseline water quality sampling was completed in Wellfield 10-extension.

At Ludeman, our third ISR project, the previously announced 240-hole delineation drill program was completed. This work will assist wellfield pattern design currently underway. Additionally, core samples were collected for subsequent laboratory testing. Engineering work for the satellite ion-exchange plant progressed with the plant layout and pad design largely finalized and fabrication of the ion-exchange vessels ahead of schedule. The engineering team continues to advance the remainder of the mechanical equipment specifications which allows us to begin the procurement process for longer lead time equipment. Uranium captured on ion-exchange resin at the Ludeman satellite plant will be transported to the Irigaray central processing plant (the “CPP”), our hub in the Powder River Basin, for stripping, precipitation, drying and packaging.

Uranium recovered from our Christensen Ranch Mine is 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.

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On August 1, 2025, our Sweetwater Project was designated as a FAST-41 transparency project by the U.S. Federal Permitting Improvement “Steering Council” as part of the implementation of President Trump’s Executive Order on Immediate Measures to “Increase American Mineral Production”. Our first milestone in the FAST-41 process was completed in our second fiscal quarter with the submission of the Sweetwater Plan of Operations for ISR operations to the Bureau of Land Management (“BLM”) on November 14, 2025. BLM’s 30-day public comment period for the Plan of Operations began on March 16, 2026 and ended April 17, 2026. Comments will be evaluated during the National Environmental Policy Act process, which began in June 2026. A 200-hole delineation drilling program in the first two planned wellfields at Sweetwater commenced in March and was completed in early May for the Sweetwater North area where wellfield pattern planning has commenced. A second 200-hole delineation drilling program is scheduled to begin in July 2026 where the third ISR wellfield at Sweetwater is planned. We have commenced the assessment of refurbishment requirements for the Sweetwater Mill for both conventional and ISR operations. Ion-exchange vessels for the Sweetwater ISR circuit are under construction.

In Texas, our fully-licensed and 100% owned Hobson CPP 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 (i.e. a hub) for our Burke Hollow Mine and Palangana Mine, and future satellite uranium mining activities, such as our Goliad Project, located within the South Texas Uranium Belt (i.e. the spokes). In April 2026, we received approval from the Texas Commission on Environmental Quality and commenced production at our Burke Hollow Mine in South Texas. In order to initiate the uranium recovery process, oxygen and carbon dioxide were injected into the wellfield and will provide initial feed to the ion-exchange plant. The satellite ion-exchange plant, including columns, resin and water treatment systems with an overall capacity of 2,500 gallons per minute was commissioned in the fiscal third quarter. Wellfield development continued in phase 1A. An additional 46 wells were completed and tested for mechanical integrity facilitating installation of pumps and related piping and infrastructure. The main trunkline, piping, and valves have been installed and tested, as well as piping for oxygen delivery to the field.

In Canada, as part of the planned pre-feasibility study at the Roughrider Project, we have substantially completed a 35,000-meter conversion core drilling program. This included resource targets across the West Zone, East Zone and Far East Zone, aiming to convert inferred estimated resources into the indicated category at the Roughrider Project. 80% of the planned drilling has been completed to date. We have engaged Tetra Tech Canada Inc. to provide lead technical services for the preparation of the pre-feasibility study. Process flow diagrams, mass and water balance drawing, and process equipment lists have been completed. Concurrently, we have provided an electrical load list and a transmission interconnection service request to SaskPower for a Definition Phase Agreement connecting high-voltage power to the Roughrider Project. We continue to advance Roughrider through technical and environmental studies, community engagement and assessing opportunities to further de-risk the project. The processes of updating the environmental baseline work and Indigenous engagement supports a future Environmental Impact Assessment and licensing required for uranium production.

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. On March 18, 2026, UR&C received a docket number from the U.S. Nuclear Regulatory Commission (“NRC”) for its planned uranium conversion facility. The formal license application is expected to be submitted once engineering and design activities, currently underway with Fluor Corporation (“Fluor”), are complete and a site has been selected. Ongoing discussions with the U.S. Department of Energy regarding strategic nuclear fuel cycle infrastructure has led UR&C to broaden its site selection process. Additional candidate locations are being evaluated to ensure alignment with federal priorities to restore domestic uranium conversion capacity and strengthen America's nuclear fuel supply chain. This work has culminated in the identification of a final shortlist of candidate locations. Concurrently, work led by Fluor is advancing into a new phase in their Greenville, South Carolina offices, with a significant expansion of engineering and technical resources supporting facility design, siting, licensing and development.

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In Paraguay, the Alto Paraná Project hosts a globally significant titanium resource. We commissioned TZ Minerals International PTY LTD (“TZMI”) to review the project’s positioning within the U.S. critical materials framework. TZMI reviewed the potential opportunity and the previously disclosed resource estimate and initial assessment (“PEA”) disclosed by us in November 2023(1). In its recently completed report, TZMI identified the project’s unique strategic fit, including being located in a U.S. aligned partner country, its access to clean, low-cost power and its ability to integrate into U.S. and allied downstream processing supply chains. It also highlighted that Alto Paraná presents an opportunity to directly address three structural vulnerabilities in U.S. critical minerals policy: 1) being its current near-total reliance on imported titanium sponge feedstock, 2) the high concentration of vanadium unit supply from a limited number of jurisdictions and, 3) the limited availability of large-scale, allied supply sources within the Western Hemisphere. The PEA and this new report highlight the unique advantages of this world-class, large-scale ilmenite deposit, including its high grade, surface accessibility and low-cost, low-carbon advantages supported by proximity to hydroelectric power, enabling long-life production. The PEA evaluated two development scenarios based on estimated indicated and inferred mineral resources. The first scenario yielded a net present value discounted at 8% (“NPV8”) of $419 million with a 21% post-tax internal rate of return (“IRR”) utilizing less than 0.2% of the regional resource per year. The second, larger-scale scenario set out a NPV8 of $1.55 billion with a 25% post-tax IRR utilizing less than 0.7% of the regional resource per year (1) . The project hosts an estimated inferred mineral resource of 3.58 billion tonnes at an average grade of approximately 7.3% TiO₂ and an estimated indicated mineral resource of 70 million tonnes at an average grade of approximately 7.6% TiO₂ (2) .

Notes:

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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 $8.6

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the Company’s consolidated financial condition and results of operations. We use certain non-GAAP financial measures in this MD&A. For a description of these non-GAAP financial measures and reconciliations to the most directly comparable U.S. GAAP financial measures, refer to the discussion under “Non-GAAP Financial Measures” herein. This MD&A should be read in conjunction with our consolidated financial statements and the related notes included in this Annual Report.

The following MD&A contains 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 Annual Report for the fiscal year ended July 31, 2026, including the consolidated financial statements and related notes contained herein.  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 document.  Refer to “Cautionary Note Regarding Forward-Looking Statements” and Item 1A. Risk Factors herein.

Business

We have been primarily engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing. Our principal projects are located in Wyoming and Texas in the United States and in Saskatchewan, Canada.

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 129,966 pounds of precipitated uranium and dried and drummed U3O8 (uranium concentrate). During Fiscal 2026, 211,942 pounds of precipitated uranium and dried and drummed U3O8 were produced at Christensen Ranch. We expect the ramp-up phase will continue while new production areas are being constructed in 2026 and 2027. For a description of wellfield and header house development activity at Christensen Ranch during Fiscal 2026, see “Item 2. Properties” of this Annual Report.

At Ludeman, our next ISR project, the previously announced 240-hole delineation drill program was completed. Monitor, injection, and recovery wells for the first wellfield are under construction and being tested for mechanical integrity. Additionally, core samples were collected for laboratory testing. Engineering work for the satellite ion-exchange plant advanced during Fiscal 2026 allowing us to award contracts for some longer lead time equipment. The civil engineering for the plant pad was completed and a contract for construction issued. The powerline location has been established with the power company and surveys are expected to be completed in Fiscal 2027. Uranium captured on ion-exchange resin at the Ludeman satellite plant will be transported to our Irigaray CPP, our hub in the PRB , for stripping, precipitation, drying and packaging.

Uranium recovered from our Christensen Ranch Mine is 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 PRB, including our Christensen Ranch Mine and our Reno Creek, Moore Ranch and Ludeman Projects.

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On August 1, 2025, our Sweetwater Project was designated as a FAST-41 transparency project by the U.S. Federal Permitting Improvement “Steering Council” as part of the implementation of President Trump’s Executive Order on Immediate Measures to “Increase American Mineral Production”. Our first milestone in the FAST-41 process was completed in our second fiscal quarter with the submission of the Sweetwater Plan of Operations for ISR operations to the BLM on November 14, 2025. BLM’s 30-day public comment period for the Plan of Operations began on March 16, 2026 and ended April 17, 2026. Comments will be evaluated during the National Environmental Policy Act process, which began in June 2026. The FAST-41 Permitting Dashboard currently anticipates the completion of the Environmental Assessment in March 2027 and approval of the Plan of Operations in May 2027. Environmental baseline studies were largely completed during Fiscal 2026, with final reports expected for submittal to the BLM in Fiscal 2027. Drilling in the Sweetwater North area identified mineralization trends that support continued delineation. Building on these results, additional drilling is planned for Fiscal 2027 to further extend the mineralization identified in the initial program and to advance wellfield design for the first two production areas. We have commenced the assessment of refurbishment requirements for the Sweetwater Mill for both conventional and ISR operations. Ion-exchange vessels for the Sweetwater ISR circuit are under construction.

In Texas, our fully-licensed and 100% owned Hobson CPP 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 CPP, 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 (i.e., a hub) for our Burke Hollow Mine and our Palangana Mine, and future satellite uranium mining activities, such as our Goliad Project, located within the South Texas Uranium Belt (i.e., the spokes). Production processes at the Burke Hollow PAA-1 and Hobson CPP were started in April and May, respectively, with the first shipment of uranium-loaded resin from Burke Hollow to Hobson CPP in mid-May. All processes including resin transfer, elution, precipitation, drying and packaging in the Hobson CPP have been commissioned. Production continues to improve, with some of the higher-grade wells still increasing in uranium concentration, while overall flow across the wellfield is steady. PAA-2 was advanced into the permitting stage with delineation and installation of monitor wells through the end of Fiscal 2026. In Fiscal 2026, we produced an initial 17,352 pounds of precipitated uranium and dried and drummed concentrate during the ramp-up phase at the Burke Hollow ISR operation. We expect the ramp-up phase will continue while new production areas are being constructed and completed in 2026 and 2027.

In Canada, we continue to advance the planned pre-feasibility study at the Roughrider Project during Fiscal 2026, together with related technical, environmental and community engagement work, as described under “Item 1. Business” and “Item 2. Properties” of this Annual Report.

In September 2025, we announced the incorporation of United States Uranium Refining & Conversion Corp., which is intended to pursue the feasibility of developing a new uranium refining and conversion facility in the United States. For a description of UR&C and its activities during Fiscal 2026, see “Item 1. Business” of this Annual Report.

During Fiscal 2026, we increased our investments in Anfield and URC by acquiring additional shares. As of July 31, 2026, we owned 6,500,737 post-consolidated common shares of Anfield, representing approximately 32.6% of the outstanding common shares of Anfield. In addition, we owned 28,967,375 shares of URC, representing a 7.6% interest in URC as at July 31, 2026.

As at July 31, 2026, we hold certain mineral rights in various stages in the States of Arizona, New Mexico, Texas and Wyoming, 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 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.

We continue to establish additional uranium projects through exploration and pre-extraction activities and direct acquisitions in the United States, 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.

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Results of Operations

In Fiscal 2026, we had sales of $37.25 million and realized gross profit of $16.90 million, compared to recorded sales of $66.84 million and realized gross profit of $24.48 million in Fiscal 2025. In Fiscal 2024, we recorded service revenue of $0.22 million and realized gross profit of $0.04 million.

We recorded a net loss of $137.31 million ($0.28 per share) in Fiscal 2026, $87.66 million ($0.20 per share) in Fiscal 2025, and $29.22 million ($0.07 per share) in Fiscal 2024. Loss from operations during Fiscal 2026, Fiscal 2025 and Fiscal 2024 were $133.15 million, $73.32 million and $56.40 million, respectively. In Fiscal 2026, earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA (“Adjusted EBITDA”) were a loss of $130.89 million and $118.11 million, respectively, compared to EBITDA and Adjusted EBITDA loss of $84.52 million and $62.83 million, respectively, in Fiscal 2025, and EBITDA and Adjusted EBITDA loss of $31.25 million and $49.00 million, respectively, in Fiscal 2024. EBITDA and Adjusted EBITDA are non-GAAP financial measures, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report.

In Fiscal 2026, we recorded a loss before income taxes of $120.94 million and $18.94 million for the mining and corporate segment, respectively. In Fiscal 2025, we recorded a loss before income taxes of $79.19 million and $11.25 million for the mining and corporate segment, respectively, compared to a loss before income taxes of $40.34 million and an income before taxes of $6.08 million for the mining and corporate segment, respectively, in Fiscal 2024. The increase in loss before income taxes for the mining segment was primarily attributable to the continued advancement of our uranium projects, including Burke Hollow Mine, Christensen Ranch Mine, Ludeman Project, Sweetwater Project and Roughrider Project, where we spent mineral property expenditures of $102.37 million, $66.06 million, and $32.38 million in Fiscal 2026, Fiscal 2025, and Fiscal 2024, respectively. Income or loss before income taxes for the corporate segment fluctuated across Fiscal 2026, Fiscal 2025 and Fiscal 2024, primarily due to variations in the sales volume, selling price and unit cost of sales of purchased uranium inventory, changes in the fair value of equity securities and other financial instruments, gain or loss from equity-accounted investments, and interest income.

Throughout Fiscal 2026, we continued ramping up mining activities, including at our Christensen Ranch Mine and our Burke Hollow Mine, where 211,942 pounds and 17,352 pounds of precipitated uranium and dried and drummed U3O8 were produced, respectively. We expect the ramp-up phase will continue while new production areas are being constructed in 2026 and 2027. In parallel, we continued to advance our Roughrider Project with resource expansions and acc

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