URANIUM ENERGY CORP (UEC) FY 2026 MD&A

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 accelerated the development program at our Ludeman Project. In addition, additional delineation drilling at our Sweetwater Project is underway. 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 July 31, 2026, the aggregate carrying value of our uranium concentrates from extraction and purchased uranium was $73.54 million (July 31, 2025: $74.04 million).

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Sales and Service Revenue

The table below provides a breakdown of our sales and service revenue and cost of sales and services for the periods indicated:

During Fiscal 2026, we generated revenue of $37.25 million and had gross profit of $16.90 million from sales of 400,000 pounds of purchased uranium inventory at a weighted average price of $93.13 per pound, compared to revenue of $66.84 million and gross profit of $24.48 million from sales of 810,000 pounds of purchased uranium inventory at a weighted average price of $82.52 per pound in Fiscal 2025. The decrease in revenue resulted from lower sales volumes in Fiscal 2026. We did not engage in any sales activities during Fiscal 2024. Variations in sales of purchased uranium inventory are dependent on our cash position, prevailing market prices and the liquidity of the uranium market.

No uranium inventory produced from our Christensen Ranch Mine or Burke Hollow Mine was sold during Fiscal 2026 and Fiscal 2025.

Revenue from toll processing services is related to a toll processing agreement which was terminated in Fiscal 2024.

Operating Costs

Mineral Property Expenditures

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

We have not established proven or probable reserves, as defined by the SEC under S-K 1300, for any of our mineral projects. As a result, and despite the fact that we commenced extraction of mineralized materials at some of the ISR Mines, we remain an exploration stage issuer, as defined by the SEC. 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.

The following table provides the nature of mineral property expenditures during the past three fiscal years:

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During Fiscal 2026, exploration expenditures, such as drilling and initial economic assessments, were primarily spent on the following projects:

During Fiscal 2026, development expenditures were primarily spent on the following projects:

During Fiscal 2026, permitting and land payment expenditures were primarily spent on the following projects:

During Fiscal 2026, extraction readiness and mine site maintenance expenditures were primarily spent on the following projects:

The increase in permitting and land payments, as well as exploration and development expenditures, was primarily attributable to the continued advancement of our uranium projects. The decrease in extraction readiness and mine site maintenance expenditures from Fiscal 2025 to Fiscal 2026 reflects our progression into the second year of operations at our Christensen Ranch Mine, resulting in a reduction of these costs from $10.68 million in Fiscal 2025 to $4.27 million in Fiscal 2026.

General and Administrative

During Fiscal 2026, general and administrative (“G&A”) expenses totaled $34.47 million, compared to $27.26 million in Fiscal 2025 and $21.87 million in Fiscal 2024.  G&A expenses were comprised of the following for the periods indicated:

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The following summary provides a discussion of our major expense categories including analyses of the factors that caused significant variances from year-to-year:

Uranium refining and conversion project expenditures

During Fiscal 2026, we incurred $6.28 million (Fiscal 2025 and Fiscal 2024: $nil) in connection with the planning and evaluation of UR&C’s proposed uranium refining and conversion facility in the United States.

Depreciation, Amortization and Accretion

During Fiscal 2026, depreciation, amortization and accretion totaled $6.92 million, compared to $4.47 million during Fiscal 2025 and $2.18 million during Fiscal 2024, respectively. The increase in Fiscal 2026 was primarily due to the increase of property, plant and equipment and asset retirement obligations from the Sweetwater Acquisition.

Depreciation, amortization and accretion include depreciation and amortization of long-term assets acquired in the normal course of operations and accretion of asset retirement obligations.

Other Income and Expenses

Interest and Finance Costs

Interest and finance costs were comprised of the following:

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The surety bond premiums resulted from the surety bonds related to our uranium mines and projects. The increases in surety bond premium in Fiscal 2026 and Fiscal 2025 were due to additional surety bonds associated with the Sweetwater Acquisition and the development of our Burke Hollow Mine.

Income (Loss) from Equity-Accounted Investment

During Fiscal 2026, Fiscal 2025 and Fiscal 2024, income from the equity-accounted investment comprised of the following:

During Fiscal 2026, Fiscal 2025 and Fiscal 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 pursuant to exercises of warrants and/or stock options. As at July 31, 2026, we had a 7.60% equity interest in URC compared to a 13.5% equity interest as at July 31, 2025 and a 14.8% equity interest as at July 31, 2024, respectively.

During Fiscal 2026, Fiscal 2025 and Fiscal 2024, we recorded a share of URC’s income (loss) of $6.83 million, $(0.27) million and $2.03 million, respectively and a share of loss of JCU Canada Exploration Company Limited (“JCU”) of $4.99 million, $3.11 million and $1.44 million, respectively.

Loss on Revaluation of Subscription Receipts

On April 29, 2026, we acquired beneficial ownership of and control over 10,989,011 newly issued subscription receipts (each, a “Subscription Receipt”) of URC through a private placement at a price of $3.64 per Subscription Receipt, for an aggregate purchase price of $40.0 million. Each Subscription Receipt entitled us to receive, without additional consideration, one URC common share upon satisfaction of the applicable escrow release conditions by URC. On July 27, 2026, all escrow release conditions were satisfied by URC and the Subscription Receipts were converted into 10,989,011 URC common shares. The Subscription Receipts were remeasured at fair value on the date of conversion and, as a result, we recognized a loss of $9.9 million on the revaluation of the Subscription Receipts in Fiscal 2026.

Fair Value Gain (Loss) on Equity Securities

During Fiscal 2026, Fiscal 2025 and Fiscal 2024, fair value gain (loss) on equity securities comprised of the following:

During Fiscal 2026, we recognized a realized gain of $0.23 million from the disposition of certain equity securities, with the remaining loss attributable to the revaluation of equity securities at the year end, compared to a realized loss of $14.37 million during Fiscal 2025. In Fiscal 2024, substantially all fair value gain or loss on equity securities were attributable to year-end revaluation at market values.

Interest income

Interest income totaled $15.58 million, $4.02 million and $2.63 million for Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively. The interest earned resulted from the investment in short-term deposits of cash proceeds received from our at-the-market offerings and our public offering during that period.

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Liquidity and Capital Resources

As at July 31, 2026, the total estimated reclamation costs for all of our projects were $93.92 million. We have secured $64.27 million of surety bonds as an alternate source of financial assurance for the estimated costs of our reclamation obligations, of which $1.89 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 $62.38 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, it may have an adverse impact on our financial condition.

We have a history of operating losses resulting in an accumulated deficit balance since inception. We had an accumulated deficit balance of $543.87 million as at July 31, 2026. We may not achieve and maintain profitability or develop positive cash flow from our operations in the near term or at all. During Fiscal 2026, we received net proceeds of $529.96 million from our at-the-market offerings, public offerings, a flow-through share private placement and from exercises of our stock options. As at July 31, 2026, we had a working capital (current assets less current liabilities) of $547.61 million.

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. In recent periods, we have also generated cash through the sales from uranium inventories. Our reliance on equity is expected to continue for the foreseeable future and we may need to seek additional equity and/or debt financing in the future to manage our liquidity needs. The availability of such financing 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. 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. 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, broadening, curtailing or reducing the pace or scope of 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:

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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In the future we may make acquisitions of businesses or assets, enter into new lines of business, or make commitments to additional capital projects or strategic initiatives such as the uranium refining and conversion facility. To achieve the long-term goals of expanding our assets and earnings, including through acquisitions of complementary businesses or assets, capital resources may be required. Depending on the size and nature of a transaction or new business, the capital resources that will be required can be substantial. The necessary resources will be generated from cash flow from operations, cash on hand, sales of inventories and securities, borrowing against our assets or the issuance of equity or debt securities.

Equity Financings

At-the-Market Offering

On November 16, 2022, we entered into an at-the-market offering agreement (the “2022 ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain other co-managers (collectively, the “2022 ATM Managers”). Under the 2022 ATM Offering Agreement, we could, from time to time, sell shares of our common stock having an aggregate offering price of up to $300 million through the 2022 ATM Managers selected by us.

On December 20, 2024, we entered into an at-the-market offering agreement (the “2024 ATM Offering Agreement”) with Goldman Sachs & Co. LLC and certain other co-managers (the “2024 ATM Managers”). Under the 2024 ATM Offering Agreement, we could, from time to time, sell shares of our common stock having an aggregate offering price of up to $300 million through the 2024 ATM Managers selected by us.

On November 14, 2025, we entered into an at-the-market offering agreement (the “2025 ATM Offering Agreement”) with Goldman Sachs & Co. LLC and certain other co-managers (collectively, the “2025 ATM Managers”). Under the 2025 ATM Offering Agreement, we could, 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 Fiscal 2024, we issued 26,375,699 shares of our common stock under the 2022 ATM Offering Agreement for gross cash proceeds of $171.74 million. The total issuance costs were $3.86 million, all of which were related to compensation paid to the 2022 ATM Managers.

During Fiscal 2025, we issued 11,516,375 and 30,247,661 of our common stock under the 2022 ATM Offering Agreement and the 2024 ATM Offering Agreement for gross cash proceeds of $94.40 million and $197.95 million, respectively. The total issuance costs for stock sold under the 2022 ATM Offering Agreement and 2024 ATM Offering Agreement were $2.15 million and $4.45 million, respectively, which is comprised of a total compensation of $6.58 million paid to the 2022 ATM Managers and 2024 ATM Managers.

During Fiscal 2026, we issued 10,077,186 and 11,100,047 shares of our common stock under the 2024 ATM Offering Agreement and the 2025 ATM Offering Agreement for gross cash proceeds of $101.97 million and $190.64 million, respectively. The total issuance costs for stock sold under the 2024 ATM Offering Agreement and 2025 ATM Offering Agreement were $2.29 million and $3.82 million, respectively, all of which were related to compensation paid to the 2024 ATM Managers and the 2025 ATM Managers.

Subsequent to July 31, 2026, the Company did not issue any shares of its’ common stock under the 2025 ATM Offering Agreement.

Public Offering

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 us of $30.57 million. The total issuance costs were $2.79 million pursuant to the public offering and the over-allotment purchase.

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” (the “FT Shares”), as defined in subsection 66(15) of the Income Tax Act (Canada), for gross proceeds of $8.63 million. The proceeds have been used to fund certain qualifying Canadian exploration expenditures, as defined in the Income Tax Act (Canada), at our Roughrider Project located in Saskatchewan, Canada.

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Operating Activities

During Fiscal 2026, net cash used in operating activities totaled $98.56 million, which was primarily related to mineral property expenditures of $102.37 million, G&A expenses excluding stock-based compensation of $26.43 million, uranium refining and conversion project expenditures of $6.28 million, and changes in operating assets and liabilities, partially offset by a gross profit of $16.90 million from the sale of purchased uranium inventory.

During Fiscal 2025, net cash used in operating activities totaled $64.46 million, which was primarily related to mineral property expenditures of $66.06 million, G&A expenses excluding stock-based compensation of $21.25 million and changes in operating assets and liabilities, partially offset by a gross profit of $24.48 million from the sale of purchased uranium inventory.

During Fiscal 2024, we recorded net cash used in operating activities of $106.49 million. The negative cash flow was primarily driven by the purchase of uranium concentrates of $69.63 million and operating expenditures such as mineral property expenditures and G&A expenses.

Financing Activities

During Fiscal 2026, net cash provided by financing activities totaled $526.88 million, comprised primarily of net proceeds of $529.96 million from our common stock sold under the 2024 ATM Offering Agreement and 2025 ATM Offering Agreement, public offering and private placement of FT shares, as well as from the exercises of stock options, partially offset by payments of $3.08 million for tax and withholdings upon settlement of equity awards on a forfeiture basis.

During Fiscal 2025, net cash provided by financing activities totaled $284.84 million, from net cash of $287.51 million from our common stock sold under the 2022 ATM Offering Agreement and 2024 ATM Offering Agreement, and the exercises of stock options and share purchase warrants, offset by payments of $2.67 million for tax and withholdings upon settlement of equity awards on a forfeiture basis.

During Fiscal 2024, net cash provided by financing activities totaled $173.08 million, from net cash of $176.71 million from our common stock sold under the  2022 ATM Offering Agreement and the exercises of stock options and share purchase warrants, offset by payments of $3.63 million for tax and withholdings upon settlement of equity awards on a forfeiture basis.

Investing Activities

During Fiscal 2026, net cash used in investing activities totaled $89.09 million, mainly related to investment in equity securities of $40.43 million, investment in URC of $40.00 million, the purchase of property, plant and equipment of $8.78 million and cash used for capital contributions to JCU of $1.05 million, partially offset by proceeds from the sale of equity securities of $1.17 million.

During Fiscal 2025, net cash used in investing activities totaled $157.03 million, primarily comprised of cash used for the Sweetwater Acquisition  of $179.60 million, the purchase of property, plant and equipment of $5.48 million, the purchase of equity securities and an additional interest in Anfield for a total of $25.70 million, capital contributions to JCU of $0.54 million and investment in mineral rights and properties of $0.22 million, partially offset by proceeds from the sale of equity securities of $54.44 million.

During Fiscal 2024, net cash used in investing activities totaled $24.64 million, primarily comprised of cash used for investment in equity securities of $12.12 million, the purchase of an additional interest in URC of $9.24 million, capital contributions to JCU of $2.88 million, investment in mineral rights and properties of $1.44 million and the purchase of property, plant and equipment of $1.99 million, offset by proceeds from the sale of equity securities of $3.01 million.

Stock Options

As at July 31, 2026, we had 3,366,053 stock options outstanding at a weighted-average exercise price of $3.03 per share. As at July 31, 2026, we had in-the-money stock options outstanding representing 3,246,053 shares at a weighted-average exercise price of $2.78 per share, issuable for gross proceeds of approximately $9.04 million should these stock options be exercised in full on a cash basis. The exercise of these stock options is at the discretion of their respective holders and, accordingly, there is no assurance that any of these stock options will be exercised in the future.

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Plan of Operations

In August 2024, we restarted uranium extraction at our fully permitted, and past producing, Christensen Ranch Mine ISR operation in Wyoming. Production process at our Burke Hollow Mine ISR operation was also commenced in April 2026. We expect the ramp-up phase will continue while new production areas are being constructed at our Christensen Ranch Mine and our Burke Hollow Mine in 2026 and 2027. We will hire additional personnel for future wellfield development and expand extraction at the Christensen Ranch Mine and Burke Hollow Mine in Fiscal 2027. Our Palangana Mine is expected to continue operating at a reduced pace, including the deferral of major pre-extraction expenditures, and to remain in a state of operational readiness. In addition, we will continue construction of the ion-exchange facility and production area at our Ludeman Project, along with advancing wellfield pattern planning and assessing refurbishment requirements for our Sweetwater Project. Concurrently, we will continue to advance our Roughrider Projects, carry out additional exploration activities as required across our remaining project portfolio, and pursue the feasibility of developing a new uranium refining and conversion facility in the United States through UR&C.

Material Contractual and Other Obligations

As at July 31, 2026, our significant payment obligations over the next five years and beyond are as follows:

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.

Non-GAAP Financial Measures

The non-GAAP financial measures presented below are intended to provide supplemental information and do not have standardized meanings prescribed by U.S. GAAP. Accordingly, these measures may not be comparable to similarly titled measures presented by other companies. Non-GAAP financial measures should not be considered in isolation or as substitutes for financial measures prepared in accordance with U.S. GAAP.

EBITDA and Adjusted EBITDA

Management uses EBITDA and Adjusted EBITDA to evaluate operating performance and compare our results across periods. Adjusted EBITDA includes adjustments for certain items that management believes are not indicative of our core operating performance or that may have a disproportionate effect on our results for a particular period.

EBITDA and Adjusted EBITDA do not represent, and should not be considered alternatives to, net income (loss), operating income (loss), cash flows from operating activities or any other measure of financial performance or liquidity determined in accordance with U.S. GAAP.

We believe that EBITDA and Adjusted EBITDA provide useful supplemental information to investors and other users of its financial statements by facilitating an evaluation of our underlying operating performance and enhancing comparability between periods. However, because the calculation of these measures may differ among companies, our EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

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The following is a reconciliation of net loss to EBITDA and Adjusted EBITDA for the periods presented:

Adjusted EBITDA loss increased from $49.00 million in Fiscal 2024 to $62.83 million in Fiscal 2025, and further to $118.11 million in Fiscal 2026. This increase was primarily attributable to the fluctuation in gross profit, which was $0.04 million in Fiscal 2024, $24.48 million in Fiscal 2025, and $16.90 million in Fiscal 2026, driven mainly by variations in the sales volume, selling price and unit cost of sales of purchased uranium inventory. The higher Adjusted EBITDA loss also reflects increased mineral property expenditures, as discussed below, as well as project expense of $6.28 million incurred in Fiscal 2026 in connection with the planning and evaluation of UR&C’s proposed uranium refining and conversion facility in the United States.

(1) Net loss for the year included mineral property expenditures of $102.37 million, $66.06 million and $32.38 million for Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively. These expenditures primarily related to exploration and development activities supporting our growth investments in our uranium projects, totaling to $81.03 million, $45.03 million and $21.32 million during Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively. The remaining mineral property expenditures were associated with the holding and maintenance of our mineral projects and primarily comprised of permitting and land payments, together with extraction readiness and mine site maintenance costs, totaling to $21.34 million, $21.03 million and $11.06 million in Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively.

We have not established proven or probable reserves, as defined by the SEC under S-K 1300, for any of our mineral projects. In accordance with U.S. GAAP, 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.

Uranium Production Cost

Management uses Total Cash Cost per Pound, Total Non-Cash Cost per Pound and Total Cost per Pound as non-GAAP financial measures to evaluate the operating performance and production efficiency of our uranium extraction activities and to analyze production-cost trends between periods.

Total Cash Cost per Pound is calculated as additions to in-process inventory and uranium concentrates from extraction, excluding depreciation, depletion and amortization, for the applicable period divided by the quantity, in pounds, of precipitated uranium and dried and drummed U₃O₈ produced during the period.

Total Non-Cash Cost per Pound represents depreciation, depletion and amortization included in additions to in-process inventory and uranium concentrates from extraction for the applicable period divided by the quantity, in pounds, of precipitated uranium and dried and drummed U₃O₈ produced during the period.

Total Cost per Pound is calculated as additions to in-process inventory and uranium concentrates from extraction for the applicable period divided by the quantity, in pounds, of precipitated uranium and dried and drummed U₃O₈ produced during the period.

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Cash Production Cost per Pound is calculated as Total Cash Cost per Pound excluding Production-Based Royalties, Ad Valorem and Severance Tax per Pound.

Production-Based Royalties, Ad Valorem and Severance Tax per Pound, which is a component of Total Cash Cost per Pound, is calculated as production-based royalties and ad valorem and severance taxes accrued for the applicable period divided by the quantity, in pounds, of precipitated uranium and dried and drummed U₃O₈ produced during the period. Production‑Based Royalties, Ad Valorem and Severance Tax per Pound does not include royalties on sales, which will be recognized as part of cost of sales in future periods when the uranium concentrates are sold.

We believe these measures provide investors and other stakeholders with useful supplemental information regarding the cost and efficiency of our uranium production activities and facilitates comparisons of production performance between periods. These measures do not have standardized meanings prescribed by U.S. GAAP and may not be comparable to similarly titled measures reported by other mining companies. They should not be considered in isolation or as substitutes for cost of sales, gross profit, net income or loss, cash flows from operating activities or other measures determined in accordance with U.S. GAAP.

Because uranium produced during a period may remain in in-process or finished-goods inventory at the end of that period, these non-GAAP measures may differ from the costs recognized in cost of sales and may not correspond to the uranium sales or revenue recognized during the same period. Total Cost per Pound incurred during the ramp-up phase is not necessarily indicative of the results that may be achieved once the operation attains a steady-state level of production.

The following table reconciles Cash Production Costs, being the additions to in-process inventory and uranium concentrates from extraction for the period (excluding depreciation, depletion and amortization), to Cash Production Cost per Pound, Total Cash Cost per Pound, Total Non-Cash Cost per Pound and Total Cost per Pound for the periods presented.

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Growth Capital Deployed

Management uses Growth Capital Deployed, a non-GAAP measure, in reviewing the allocation of capital to growth initiatives, including to execute our strategy, advance our projects and expand our strategic investments. Net Strategic Capital Deployed is calculated as the sum of (i) net cash used in investing activities, excluding (ii) purchase of property, plant and equipment, which is included in the reconciliation for the Project Development Capital below, and (iii) proceeds from sale of equity securities and disposition of assets. Because it is net of these disposition and securities-sale proceeds, Net Strategic Capital Deployed represents the net capital deployed to our long-term strategic investments in our mineral properties and company equities in the applicable period. Project Development Capital represents the spending at our uranium operations with goal of increasing and expanding operation levels and developing new mine units. They are calculated as the sum of (i) purchase of property, plant and equipment, and (ii) exploration and development expenditures, each a component of mineral property expenditures. Growth Capital Deployed is calculated as the sum of Net Strategic Capital Deployed and Project Development Capital.

Our management utilizes these measures to determine capital allocation strategies. We believe these measures are useful to investors because they illustrate the proportion of capital allocated to growth related activities. Growth Capital Deployed, Net Strategic Capital Deployed and Project Development Capital are non-GAAP financial measures that do not have any standardized meaning prescribed by U.S. GAAP, and our method of calculating these measures may differ from the methods used by other companies and, accordingly, they may not be comparable to similarly titled measures presented by other companies. These measures are intended to provide supplemental information and should not be considered in isolation or as a substitute for, or superior to, measures of financial performance or liquidity prepared in accordance with U.S. GAAP, including net income or loss and cash flows from investing activities, and should be read in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP.

The following table reconciles Growth Capital Deployed to the applicable line items in our annual audited consolidated financial statements for the periods presented:

(1) Included $179.60 million paid for the Sweetwater Acquisition.

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Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reported periods. We have identified the accounting estimates listed below as critical to understanding and evaluating the financial results reported in our consolidated financial statements. These accounting estimates require the application of significant management judgment and are critical due to the significant level of estimation uncertainty regarding the assumptions involved and the magnitude of the asset, liability, revenue or expense being reported. We base our assumptions and estimates on historical experience and various other sources that we believe to be reasonable under the circumstances. We review the underlying factors used in our estimates regularly, including reviewing the significant accounting policies impacting the estimates, to ensure compliance with U.S. GAAP. However, due to the uncertainty inherent in our estimates, actual results may materially differ from the estimates we calculate due to changes in circumstances, global economics and politics, and general business conditions. 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 herein.

Mineral Rights and Properties

Acquisition costs of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time proven or probable reserves are established for that project.

We have established the existence of mineralized materials for certain uranium projects, including our ISR Mines, and our Red Desert, Green Mountain, Roughrider and Christie Lake Projects. We have not established proven or probable reserves, as defined by 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 currently have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in-situ recovery 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 some of 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.

Companies in the production stage, as defined by the SEC, having established proven and probable reserves and exited the exploration stage, typically capitalize ongoing development expenditures, with corresponding depletion calculated over reserves using the units-of-production method and allocated to inventory and, as that inventory is sold, to cost of goods sold. Because we are in the exploration stage and expense the ongoing development expenditures as incurred, we report larger losses than if we would have been in the production stage. Additionally, there would be no corresponding depletion allocated to future reporting periods since those costs had been expensed previously, resulting in lower inventory costs and cost of goods sold and 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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Business Combination and Asset Acquisition

We recognize and measure the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired and liabilities assumed, if any, in a business combination or asset acquisition. The income valuation method represents the present value of future cash flows over the life of the asset using: (i) discrete financial forecasts, which rely on management’s estimates of resource quantities and exploration potential, costs to produce and develop resources, revenues and operating expenses; (ii) appropriate discount rates; and (iii) expected future capital requirements. The market valuation method uses prices paid for a similar asset by other purchasers in the market, normalized for any differences between the assets. The cost valuation method is based on the replacement cost of a comparable asset at the time of the acquisition adjusted for depreciation and economic and functional obsolescence of the asset.

For business combination, subsequent to the acquisition date, and not later than one year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition. Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustments arises.

Impairment of Long-lived Assets

Long-lived assets including mineral rights and property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Management applies significant judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable giving rise to the requirement to conduct an impairment test. Circumstances which could trigger an impairment test include, but are not limited to: (i) significant decreases in the market price of the asset; (ii) significant adverse changes in the business climate or legal factors including significant decreases in uranium prices and material adverse changes relating to our legal rights to its mineral rights and properties; (iii) significant increase in reclamation costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; (iv) current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and (v) current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparing the carrying value to the future undiscounted cash flows expected to be generated by the assets. When the carrying value of an asset exceeds the related undiscounted cash flows, an impairment loss is recorded by writing down the carrying value of the related asset to its estimated fair value, which is determined using discounted future cash flows or other measures of fair value.

Restoration and Remediation Costs (Asset Retirement Obligations)

Various federal and state mining laws and regulations require us to reclaim the surface areas and restore underground water quality to the pre-existing quality or class of use after the completion of mining. We recognize the present value of the future restoration and remediation costs as an asset retirement obligation (each, an “ARO”) in the period in which we incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.

AROs consist of estimated final well closure, plant and equipment decommissioning and removal and environmental remediation costs to be incurred by us in the future. The AROs are estimated based on the current costs escalated at an inflation rate and discounted at a credit adjusted risk-free rate. The AROs are capitalized as part of the costs of the underlying assets and amortized over its remaining useful life. The AROs are accreted to an undiscounted value until they are settled.  The accretion expenses are charged to earnings and the actual retirement costs are recorded against the AROs when incurred. Any difference between the recorded AROs and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement.

Stock-based Compensation

We measure stock-based awards at fair value on the date of the grant and expense the awards in our Consolidated Statements of Operations over the requisite service period of employees or consultants. The fair value of stock options is determined using the Black-Scholes Valuation Model. The fair value of restricted stock units is determined using the price of the shares of our common stock at the date of grant.  The fair value of performance based restricted stock units is determined using a Monte Carlo Simulation Model. Stock-based compensation expense related to stock awards is recognized over the requisite service period on a graded vesting basis. Forfeitures are accounted for as they occur.

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