URANIUM ENERGY CORP (UEC) Risk Factors

Item 1A. Risk Factors

An investment in the shares of our common stock or other securities is subject to risks inherent in our businesses and the industries in which we operate. We describe below certain risks and uncertainties, the occurrences of which could have a material adverse effect on us. The risks and uncertainties described below include known material risks that we face currently, but our material risks are continually evolving, and the below descriptions may not include future risks that are not presently known, risks that are not currently believed to be material or other risks that generally apply to most businesses. Although we have risk management policies, practices and procedures in place that are aimed at mitigating these risks, the occurrence of these uncertainties may nevertheless impair our business operations and adversely affect the actual outcome of matters as to which forward-looking statements are made. This Annual Report is qualified in its entirety by these risk factors. Before making an investment decision, investors should carefully consider all the risks described below together with the other information included in this Annual Report and the other reports we file with the SEC.

Risks Related to Our Company and Business

Our operations are capital intensive and we will require significant additional financing to continue with our exploration, pre-extraction and extraction activities on our existing projects and to acquire additional mineral projects. Further, we have a history of negative operating cash flow and net losses and may be unable to develop or maintain positive cash flow from our mining activities.

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 our exploration, pre-extraction and extraction activities. Historically, we have relied primarily on equity and debt financings, and on cash flows from sales of our purchased uranium inventories under our Physical Uranium Program to fund our operations. However, we have a history of significant negative cash flow and net losses. Although we generated revenue from sales of purchased uranium inventory and toll processing services totaling $164.4 million during fiscal year ended July 31, 2023, from sales of purchased uranium inventory of $66.84 million during Fiscal 2025, and from sales of purchased uranium inventory of $37.25 million during Fiscal 2026, we have yet to achieve consistent profitability or positive cash flow from operations, and we do not expect to do so in the near term.

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 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. Any inability to obtain additional financing when required would have a negative impact on our operations, including delays, curtailment or abandonment of any one or all of our uranium projects.

Any failure to successfully develop and/or ramp-up operations at our projects may adversely affect our financial condition and operating results.

In August 2024, we restarted uranium extraction at our fully permitted, and past producing, Christensen Ranch Mine ISR operation in Wyoming, and in April 2026, we commenced uranium extraction at our Burke Hollow Mine ISR operation in Texas. The ramp-up phase at these projects will continue while new production areas are being constructed and completed at the Christensen Ranch Mine and the Burke Hollow Mine in 2026 and 2027.

The ramp-up stage of our operations involves significant technical, operational, and financial risks. For example, we may experience delays in commissioning equipment, achieving production capacity, and optimizing our processing systems, which could result in lower-than-expected production volumes, increased costs, and extended timelines to reach steady-state operations. Our operations are also vulnerable to interruptions in the supply of critical inputs such as water, electricity, as well as potential equipment failures or shortages of spare parts. These disruptions could lead to unplanned downtime and materially impact our operations. Accordingly, there can be no assurance that we will successfully ramp-up these operations or sustain commercial extraction.

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Continued mining activities at our ISR Mines will eventually deplete those mines or cause such activities to become uneconomical. If we are unable to directly acquire, or to develop existing uranium projects into, additional uranium mines from which we can commence uranium extraction, our ability to generate revenue and positive cash flows will be negatively impacted. In addition, the economic viability, expected duration and profitability of our ISR Mines, of any future satellite ISR mines, and of our uranium projects, including our Ludeman, Reno Creek and Sweetwater Projects in Wyoming and our Roughrider Project in Saskatchewan, Canada, are subject to numerous risks and uncertainties, many of which are described elsewhere in these risk factors, including a significant or prolonged decline in the market price of uranium, difficulty in marketing or selling uranium concentrates, higher than expected capital or extraction costs, lower than expected extraction, delays, reductions or stoppages of extraction activities, and the introduction of more stringent laws and regulations. Any one or more of these occurrences may adversely affect our financial condition and operating results.

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, and we currently have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing ISR mining.

We have established estimates of mineral resources for certain of our projects, including our ISR Mines, but none of our properties contain mineral reserves as defined under S-K 1300, and we have no present plans to establish proven or probable reserves for any project for which we plan to utilize ISR mining. As a result, despite current mining operations having commenced at the Christensen Ranch Mine and Burke Hollow Mine, there is inherent uncertainty and risk as to whether 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. For additional information, see the risk factors “There are numerous uncertainties involved in the estimation of mineral resources” and “Initial assessments on our properties are preliminary in nature and there is no assurance that any economic projections in those assessments will be realized” below.

There are numerous uncertainties involved in the estimation of mineral resources.

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.

Initial assessments on our properties are preliminary in nature and there is no assurance that any economic projections in those assessments will be realized.

We have completed initial assessments, as defined in S-K 1300, in respect of certain of our mineral properties. The initial assessments for our Irigaray, Christensen Ranch, Reno Creek, Ludeman, Hobson, Burke Hollow and Roughrider projects include economic analysis, sometimes referred to as a preliminary economic assessments or initial economic assessments. Such assessments are preliminary in nature, include inferred mineral resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that such economic assessments will be realized. An initial assessment is a preliminary technical and economic study of the economic potential of mineral resources; it is not a pre-feasibility study or feasibility study and does not demonstrate economic viability. There is no certainty that the mineral resource estimates or the economic projections set forth in any initial assessment will be realized, and mineral resources are not mineral reserves and do not have demonstrated economic viability.

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Since we are an exploration stage issuer, 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 that are a production stage issuer.

Despite having commenced uranium extraction at our ISR Mines, we remain an exploration stage issuer (as defined under S-K 1300) and will continue to be until proven or probable reserves are established, which may never occur. Under United States generally accepted accounting principles (“U.S. GAAP”), under which acquisition costs of mineral rights are initially capitalized as incurred, while exploration and pre-extraction expenditures are expensed as incurred until proven or probable reserves are established for a project, after which subsequent mine development expenditures for that project are capitalized as incurred.

By contrast, a production stage issuer (as defined under S-K 1300) has established proven and probable reserves and typically capitalizes ongoing development expenditures, with corresponding depletion calculated over those reserves using the units-of-production method and allocated to inventory and, as that inventory is sold, to cost of goods sold. Because we expense these expenditures as incurred, we report larger losses than a production stage issuer, and no corresponding depletion is allocated to future periods, resulting in lower inventory costs and cost of goods sold and higher gross profits and lower losses in future periods. 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 those of a production stage issuer.

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 processing facilities and uranium projects, and have recorded a liability of $43.14 million on our balance sheet as of July 31, 2026, 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 of July 31, 2026, the total estimated reclamation costs for all of our projects was $93.92 million. We have secured $64.27 million of surety bonds as an alternate source of financial assurance for the estimated costs of the 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, 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 will be successful, which may have an adverse effect on our results of operations and financial condition.

To date, we have acquired, and may from time to time acquire, additional drummed uranium under our Physical Uranium Program. Typically, we utilize cash on hand, including proceeds from financings, to fund such acquisitions. This strategy is 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. The value of our uranium holdings and our ability to sell them at profitable levels in the future may be negatively impacted if uranium prices decline. There is no certainty that any future purchases of U3O8 contemplated by us under our Physical Uranium Program will be completed.

Due to the fluctuation of uranium prices, and depending on the price at which we sell any drummed uranium under our Physical Uranium Program, we will be subject to losses should we ultimately determine to sell the uranium at prices lower than the acquisition cost. In addition, we may have 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 or finance our business plans, which could result in losses and adversely affect our operations and financial condition.

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Our uranium storage arrangements expose us to counterparty and operational risks of the storage operators.

Currently, the uranium we purchase is or will be stored at the licensed uranium conversion facilities at ConverDyn, located in Metropolis, Illinois, a joint partnership between Solstice Advanced Materials Inc. and General Atomics, and at the facilities owned by Cameco Corporation (“Cameco”), 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 and Cameco may have a material adverse effect on our financial condition and operating results.

By holding our uranium inventory at third-party facilities, we are exposed to the credit and operational risks of the facility. Any loss or damage of the uranium may not be fully covered or absolved by contractual arrangements with such parties, 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 and operating results.

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, general commercial, cargo and cyber 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.

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 assets and businesses. Any acquisition that we may choose to complete may be of a significant size, may change our business and operations and may expose us to new geographic, political, operating, financial and geological risks. They may also introduce new operations or lines of business in addition to our existing focuses. 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 or efficiencies within expected timeframes 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 or new businesses, our leverage will be increased. If we choose to use equity as consideration for such acquisition, existing stockholders may suffer dilution. Alternatively, we may choose to finance any such acquisition or new businesses 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 or new businesses or that any acquisition or new business will achieve the benefits we anticipate.

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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 from regulatory or governmental authorities of appropriate rights, authorizations, licenses, permits and consents (collectively, the “permits”), as well as continuation and amendment of these permits already granted. Such permits may be granted for a defined period of time, may not be granted, may be withdrawn or may be granted subject to limitations. In addition, the ramp-up of projects and activation of new header units require regulatory licensing and permitting. While we make every reasonable attempt to secure the permits necessary to advance our projects according to the policies and guidelines applicable to each permit, approval of permits rests solely with the governing agency and is outside of our control. In addition to the statutory and regulatory processes, there are other factors, such as limited agency staffing due to budgetary constraints and staff turnover and government shutdowns, that can impact permit reviews and approvals.

The requirements for obtaining an RML for our mineral properties in the United States allows for public participation. Third parties may object to the issuance of RMLs and/or permits required by us, which may significantly delay our ability to obtain an RML and/or a permit. Also, inexperienced staff at regulatory agencies or government shutdowns may delay the issuance of required permits. Generally, public objections can be overcome through the procedures set forth in the applicable permitting legislation; however, significant financial resources and managerial resources are required through this process. In addition, the various regulatory agencies must allow and fully consider the public objections/comments according to such procedures set out in the applicable legislation and there can be no assurance that we will be successful in obtaining an RML and/or a permit, which could have a material adverse effect on the viability of a project.

There can be no assurance that we will receive necessary regulatory permits, licenses and authorizations on a timely basis or at all, or that permits already granted will not be withdrawn or made subject to limitations, including as a result of our failure to meet ongoing permitting conditions and requirements. A failure or delay in obtaining such permits, licenses or authorizations may adversely impact our development and operating plans, results of our operations and financial condition.

We may be subject to litigation and regulatory and judicial proceedings, including third-party challenges to our permits and licenses, which could be costly, divert management attention and adversely affect our operations.

From time to time, we are or may become party to litigation, arbitration, contested case hearings, regulatory proceedings, administrative appeals and other legal or judicial proceedings arising in the ordinary course of our business or otherwise, including proceedings relating to the issuance, renewal, amendment, or validity of the rights, permits, licenses and authorizations required for our projects and operations. Third parties, including landowners, non-governmental organizations, community and other stakeholder groups, and other persons, have in the past opposed, and may in the future oppose, our applications for, or the continued effectiveness of, our permits and licenses, including through requests for hearings, contested case proceedings, petitions for reconsideration, petitions for judicial review and appeals. For example, certain of Goliad Project’s permits that are currently in effect have been challenged and await final regulatory or judicial resolution. These proceedings may be protracted and expensive, and their outcomes are inherently uncertain. An adverse determination in, or settlement of, any such proceeding, or a decision remanding or vacating a permit or license or requiring us to re-apply for or further support a permit or license, could suspend, revoke, modify, delay or prevent development, extraction, processing or other activities at one or more of our projects, require us to incur significant additional costs, or otherwise have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. Regardless of the merits or ultimate outcome, litigation and other proceedings can be costly to defend or pursue, divert the attention of management and other personnel from our operations, limit our ability to obtain financing, and result in reputational harm.

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

Operations in foreign jurisdictions outside of the United States, including Canada and the Republic of Paraguay, 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, 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. 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, counterparties and joint venture partners, aboriginal peoples or other claimants.

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

Our success is dependent on the efforts, abilities and continued service of certain senior officers and key employees and consultants, a number of whom 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.

Furthermore, availability and retention of qualified and experienced employees cannot be assured in our industry, many aspects of which are highly specialized. This is particularly true in the current labor markets in which we recruit our employees, including where we compete with higher paying energy jobs, and because of the remote locations for which employees are needed. The skilled professionals with expertise in geologic, engineering and process aspects of uranium ISR and other facets of our business are currently in high demand, as there are relatively few professionals with both expertise and experience. As we grow, there is a risk that we may not be able to grow our qualified workforce in pace with the growth of our business and activities, which could hamper our growth efforts.

Certain directors and officers may be in a position of conflict of interest with respect us due to their relationship with other business ventures.

The majority of our directors and officers are involved in other business ventures, including having 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 directors are required by law to exercise their respective powers in good faith and with a view to the interests of the Company and to disclose any interest which they may have in any of our projects or opportunities. Conflicts of interest that arise will be subject to and governed by the procedures in our Code of Business Conduct for Directors, Officers and Employees.

Our launch of UR&C and its development of a uranium refining and conversion project is at an early stage, and is subject to a number of risks.

UR&C’s advancement of its plan to pursue the development of a uranium refining and conversion facility is 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. As the project is at an early stage, there are uncertainties regarding its potential benefits, U.S. government engagement and support for the project and capital requirements for the project. Furthermore, the decision to pursue a new conversion plant requires considering current market conditions and market conditions projected for 10 to 30 years from now, including projections of demand for uranium hexafluoride (“UF6”), the critical feedstock for enrichment that enables the production of low-enriched uranium and high-assay low-enriched uranium, fuels essential to powering large, small and advanced reactors for undersupplied domestic and allied markets. If the actual increase in demand of UF6 is less than our projections, such demand can be filled by the expansion of existing operations, restart of idled operations or other circumstances which would obviate the desirability of a new conversion plant.

We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks associated with implementation and integration.

Our operations depend upon the availability, capacity, reliability and security of our information technology (“IT”) infrastructure, and our ability to expand and update this infrastructure as required, to conduct daily operations. We rely on various IT systems in all areas of our operations, including financial reporting, exploration and development data analysis, human resource management, regulatory compliance and communications with third parties.

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These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as network and/or hardware disruptions resulting from incidents such as unexpected interruptions or failures, natural disasters, fire, power loss, vandalism and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Moreover, the increasing sophistication of cybersecurity threats, coupled with the adoption of emerging technologies such as AI, automation, and cloud-based platforms, poses risks to our operations, financial performance and reputation.

We currently employ tools enhanced by AI in limited capacity within our systems for cybersecurity and data gathering, and may expand our use of AI tools in the future to further improve our processes. In addition, our vendors and other service providers may incorporate generative AI tools into their offerings without disclosing or fully clarifying this use to us. While AI has the potential to improve efficiency, it also presents unique vulnerabilities, including algorithmic biases that could lead to inaccurate decisions or unintended outcomes; data integrity risks, such as manipulation or corruption of datasets used to train AI systems; and unauthorized access or exploitation of AI-powered systems, potentially compromising operations or sensitive data.

The ability of the IT function to support our business in the event of any such occurrences and the ability to recover key systems from unexpected interruptions cannot be fully tested. There is a risk that, if such an event actually occurs, our continuity plans may not be adequate to immediately address all repercussions of the disaster. In the event of a disaster affecting a data center or key office location, key systems may be unavailable for a number of days, leading to inability to perform some business processes in a timely manner. As a result, the failure of our IT systems or a component thereof could, depending on the nature of any such failure, adversely impact our reputation and results of operations.

Although to date we have not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that we will not incur such losses in the future. Unauthorized access to our IT systems by employees or third parties could lead to corruption or exposure of confidential, fiduciary or proprietary information, interruption to communications or operations or disruption to our business activities or our competitive position. Further, disruption of critical IT services, or breaches of information security, could have a negative effect on our operational performance and our reputation. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority.

We apply technical and process controls in line with industry-accepted standards to protect information, assets and systems; however, these controls may not adequately prevent cybersecurity breaches. There is no assurance that we will not suffer losses associated with cybersecurity breaches in the future and may be required to expend significant additional resources to investigate, mitigate and remediate any potential vulnerabilities. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Fluctuations in the fair value of our marketable equity securities could materially affect our results of operations, financial condition and cash flows.

We hold investments in publicly traded equity securities that are measured at fair value, with changes in fair value recognized in earnings. The market prices of these securities are subject to volatility due to factors beyond our control, including fluctuations in the broader equity markets, changes in investor sentiment, macroeconomic conditions, interest rates, foreign exchange rates, industry specific developments and company specific events affecting the issuers of such securities. As a result, the fair value of our marketable securities may decline significantly over short periods of time.

Unrealized losses resulting from declines in the market value of our equity securities are recorded in our results of operations and could adversely affect our reported earnings, even if we do not intend to sell the underlying securities and the issuers’ long-term fundamentals remain unchanged. In addition, if we determine that it is appropriate to divest any of these investments during periods of market weakness, we may be required to realize losses that could negatively impact our liquidity and financial condition. Accordingly, volatility in the fair value of our marketable securities could cause significant variability in our financial results from period to period.

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General inflationary pressures may impact our costs and affect our results of operations.

Inflationary pressure may also affect our labor, commodity, and other input costs, which could affect our financial condition. Operational costs may be affected by continuing inflation and cost-of-goods due to supply chain issues, as well as the possible need to utilize a greater level of contractor services if required staffing is unavailable or cannot timely be hired and trained, resulting in higher costs for key inputs required for our operations, which may be directly through higher transportation costs, as well as indirectly through higher costs of products that rely on energy, which could result in material adverse effects to our operations.

Our business is subject to the U.S. Foreign Corrupt Practices Act and other extraterritorial and national anti-bribery laws and regulations, a breach or violation of which could lead to substantial sanctions and civil and criminal prosecution, as well as fines and penalties, litigation, loss of licenses or permits and other collateral consequences and reputational harm.

We are subject to anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada). Failure to comply with these laws could subject us to, among other things, reputational damage, civil or criminal penalties, other remedial measures and legal expenses which could adversely affect our business, results of operations and financial condition. It may not be possible for us to ensure compliance with anti-bribery and anti-corruption laws in every jurisdiction in which our employees, agents, sub-contractors or joint venture partners are located or may be located in the future.

Risks Related to our Industry

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, such as wildfires, floods, earthquakes, tornados, lightning, accidental fires, unplanned power outages and water shortages, 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) operating labor disruptions and labor disputes; (xi) government permit restrictions and regulation restrictions; (xii) unavailability of materials and suitable or adequate machinery or equipment; and (xiii) the failure of equipment or processes to operate in accordance with specifications or expectations. These risks and uncertainties could result in: (i) delays, interruptions, reductions or stoppages in our mining activities or impairment of our exploration and development 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 or death; (v) environmental damage; (vi) monetary losses; (vii) legal claims; and (viii) adverse governmental action, all of which could have a material adverse impact on our future financial condition, results of operations and cash flows.

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 to, for example, 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.

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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) costs and efficiency of the recovery methods that can be employed; (iii) the market price of uranium, which may be volatile; (iv) government regulations and regulatory requirements including, without limitation, those relating to environmental protection, permitting and land use, taxes, royalties, allowable extraction or production, land tenure, transportation, infrastructure, worker health and safety and importing and exporting of uranium; and (v) government actions, including the establishment or expansion of mineral withdrawals, parks and monuments. 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 economically extract minerals from any identified mineral source.

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.

Mining operations involve a high degree of risk.

The exploration, construction, development, operation, expansion and restarting mineral projects involve significant financial, technical and regulatory risks over an extended period of time that even a combination of careful evaluation, experience and knowledge may not eliminate. The development or advancement of our exploration properties is contingent upon obtaining satisfactory exploration results, project permitting and licensing and financing, and 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, and it is very difficult to ensure that our current or proposed programs will result in profitable commercial extraction, mining or recovery operations.

The construction, development, expansion and restarting of projects are 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, and engineering and construction timetables and capital costs being correctly estimated and not affected by unforeseen circumstances, including delays due to litigation or injunctions. Whether a mineral deposit will ultimately be commercially viable depends on the factors described above under the risk factor “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”, as well as financing costs and the potential for litigation. 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 estimates. It is not unusual in the mining industry for new operations and facilities to experience unexpected problems during start-up, to take much longer than anticipated to reach a recovery or producing phase, to require more capital and operate at higher costs than expected, or to incur higher-than-expected reclamation liabilities.

Since there is no public market for uranium, selling 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 operating results.

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 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 or produced, 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 uranium on a timely basis in sufficient quantities and at a desired price and location could have a material adverse effect on our financial condition and operating results.

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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 in any of our projects, which would have a material adverse effect on our operations.

Uranium exploration, pre-extraction, extraction and mining activities are subject to numerous stringent federal, state and local laws, regulations and standards governing, among other things, permitting, extraction, exports and imports, taxes, labor and occupational health and safety, waste disposal, emissions, water storage, environmental protection and remediation, mine decommissioning and reclamation, protection of endangered and protected species, mine safety, hazardous substances, and transportation safety and emergency response. Any future changes in these laws, regulations or standards, or in their enforcement or interpretation, could change the legal requirements or in the terms of existing permits, licenses and approvals applicable to us or our projects, which could have a material adverse impact on our operations or planned projects.

Our costs to comply with applicable laws, regulations and standards, including the posting of surety bonds associated with environmental and health and safety requirements, have been significant to date and are expected to increase in scale and scope as we expand our operations. Environmental and employee health and safety laws and regulations may also 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, financial condition, results of operations or cash flows.

Any failure to comply with applicable laws, regulations or standards, even if inadvertent, could result in delays, interruption or closure of exploration, pre-extraction and extraction programs, or material fines, penalties or other liabilities. We continue to monitor and assess changes to laws, regulations and standards applicable to us, and we currently believe that the impact of any such changes on our business is unlikely to be material. We cannot, however, assure that our efforts to mitigate the impact of any such changes to laws, regulations or standards will be successful and/or without significant attendant costs.

Changes in government policies and regulations could have a material adverse effect on our business, financial condition and results of operations.

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 changes in governmental policies, regulatory requirements and international trade policies that are beyond our control. Such changes, including the tariff, trade and sanctions measures described below, could affect the demand for uranium and the costs of the products we require to operate and develop our projects, which could have a material adverse effect on our business, financial condition and results of operations.

The U.S. government has implemented tariffs and discussed additional tariffs, which would further increase costs. There continues to be discussion and dialogue in the U.S. government regarding potential changes to U.S. legislation, regulations, import tariffs, administrative measures and policies that affect trade and transactions with other countries, including Canada, Mexico, China and other U.S. trading partners, and retaliatory tariffs and other measures by such countries. These developments are ongoing and are subject to change, including the imposition of additional tariffs and retaliatory measures by countries subject to such tariffs. 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, which could have a material adverse impact on our business, financial condition and results of operations. 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.

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In addition, the U.S. government imposes economic sanctions and trade restrictions against certain countries and persons from time to time. For example, the U.S. government continues to impose a ban on the import of low-enriched uranium from Russia. If the U.S. 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. In addition, the outcome and timing of the ongoing Section 232 investigation covering uranium, and the remedies, if any, that may result from it (such as tariffs, quotas, import price floors or strategic reserve purchases), are uncertain, and any such measures, or the failure to adopt them, could adversely affect uranium prices, the market for U.S.-origin uranium and our business, financial condition and results of operations.

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.

Demand for power generation for AI and data center operations impacts the uranium market and as a result, risks related to AI and data center operations may have an adverse effect on the marketability of uranium.

One of the drivers of the uranium market is increased demand of power generation supporting data center operations. We may not be able to identify such commercial opportunities or may be unsuccessful in executing on such opportunities. The rapidly evolving and competitive nature of the data center and AI landscape makes it difficult to evaluate the future prospects of these projects. In addition, we have limited insight into emerging trends that may adversely affect the development of such projects in our areas of operation, and the developers of these projects, if they were to materialize, would encounter the risks and difficulties frequently experienced by growing companies and project developers in rapidly changing industries, including, unpredictable and volatile revenues, increased expenses, an uncertain regulatory and political environment, novel litigation and corresponding outcomes and changes in business conditions. The viability of this business strategy and the resulting demand for our uranium by such customers will be affected by many factors outside of our control and may not be successful.

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, and 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 our 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 overreliance 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. However, the uranium industry also potentially faces renewed skepticism and distrust as a result of Russia’s invasion of Ukraine due to Russia’s interference with Ukrainian nuclear plants. Such actions by Russia may result in increased and serious harm to global reception to nuclear energy.

Opposition to mining may disrupt our business activities.

In recent years, governmental agencies, non-governmental organizations, individuals, communities and courts have become more vocal and active with respect to their opposition to certain mining and business activities, including with respect to permitting activities at our Goliad Project. This opposition may take on forms such as road blockades, vandalism, threats and/or slander, applications for injunctions seeking to cease certain construction, development, extraction, mining and/or milling or recovery activities, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, government-imposed suspensions, issuances of unfavorable laws and regulations, changes in regulatory attitudes and interpretations and other rulings contrary to or otherwise harming our interests. For example, certain of Goliad Project's permits that are currently in effect have been challenged. These actions can occur in response to current activities or in respect of mines or facilities that are decades old. In addition, these actions can occur in response to our activities or the activities of other unrelated entities. Opposition to our activities may also result from general opposition to nuclear energy and mining. Opposition to our business activities is beyond our control. With the advent of social media and today’s access to information, non-governmental organizations around the world can more readily join together to solicit opposition on a world-wide basis to any of our operations or projects in the U.S. and internationally. Any opposition to our business activities may cause a disruption to our business activities and may result in increased costs and delays, which could have a material adverse effect on our business and financial condition.

We are subject to technical innovation and obsolescence.

Requirements for our products and services may be affected by technological changes in nuclear reactors, enrichment and used uranium fuel reprocessing. These technological changes could reduce the demand for our products and services and/or increase the supply of competitive products and services. The cost competitiveness of our operations may be impacted through the development and commercialization of other mining, milling, processing and other technologies. As a result, our competitors may adopt technological advancements that give them an advantage over us or that reduce the demand for our products and services or make them obsolete.

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.

Possible amendments to the U.S. General Mining Act of 1872 (the “General Mining Law”) could make it more difficult or impossible for us to execute our business plan.

Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the General Mining Law. Such bills have proposed, among other things, to: (i) either eliminate or greatly limit the right to a mineral patent; (ii) significantly alter the laws and regulations relating to uranium mineral development and recovery from unpatented and patented mining claims; (iii) impose a federal royalty on production from unpatented mining claims; (iv) impose time limits on the effectiveness of plans of operation that may not coincide with mine or facility life; (v) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims; (vi) establish a mechanism that would allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the U.S. general mining laws; and (vii) allow for administrative determinations that mining or similar activities would not be allowed in situations where undue degradation of the federal lands in question could not be prevented. If enacted, such legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop locatable mineral resources on our patented and unpatented mining claims. Although it is impossible to predict at this point what any legislated royalties might be, enactment could adversely affect the potential for construction and development and the economics of existing operating mines and facilities. Passage of such legislation could adversely affect our financial performance.

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We are subject to global economic risks.

In the event of a general economic downturn or a recession, there can be no assurance that our business, financial condition and results of operations would not be materially adversely affected. During the global financial crisis of 2007 to 2008, economic problems in the United States and Eurozone caused deterioration in the global economy as numerous commercial and financial enterprises either went into bankruptcy or creditor protection or had to be rescued by governmental authorities. Access to public financing was negatively impacted by sub-prime mortgage defaults in the U.S., the liquidity crisis affecting the asset-backed commercial paper and collateralized debt obligation markets and massive investment losses by banks with resultant recapitalization efforts. Moreover, the occurrence of unforeseen or extended catastrophic events, such as the COVID-19 pandemic, and the emergence of a future pandemic or other widespread health emergency (or concerns over the possibility of such an emergency), could create economic and financial disruptions. Political instability, such the ongoing conflicts in Eastern Europe and in the Middle East, and impacts from such political instability, such as on transit routes including the Strait of Hormuz, have caused significant uncertainty in financial markets and disrupted supply chains. These types of challenges can impact commodity prices, including for our U3O8, as well as currencies and global debt and stock markets. In the event of a future pandemic or other widespread health emergency quarantine or otherwise, requirements or circumstances may require us to change the way we conduct our business and operations, including requiring us to reduce or cease operations at some or all our facilities for an indeterminate period of time. Furthermore, our critical supply chains may similarly be disrupted for an indeterminate amount of time. All these factors could have a material impact on our business, operations, personnel and financial condition.

Further, these types of challenges may impact our ability to obtain equity, debt or other financing on terms commercially reasonable to us, or at all, as described under the risk factor, “Our operations are capital intensive and we will require significant additional financing to continue with our exploration, pre-extraction and extraction activities on our existing projects and to acquire additional mineral projects. Further, we have a history of negative operating cash flow and net losses and may be unable to develop or maintain positive cash flow from our mining activities” above. Additionally, these types of factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If these types of challenges occur, or if there is a material deterioration in general business and economic conditions, our operations could be adversely impacted and the trading price of our securities could be adversely affected.

Risks Related to Our Common Stock

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

Securities of mining companies have experienced substantial volatility and downward pressure in the recent past, often based on factors unrelated to the operating performance, underlying asset values or prospects of the companies involved. These factors include macroeconomic conditions in North America and globally and market perceptions of the attractiveness of particular industries. In addition to the volatility associated with general economic conditions and market perceptions, 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.

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

We are authorized to issue 750,000,000 shares of common stock, of which 495,572,369 shares were issued and outstanding as of July 31, 2026. Future issuances for financings, mergers and acquisitions, exercise of stock options, vesting of restricted stock units 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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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 us 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 our financial performance and the value of shares of our common stock.

The laws of the State of Nevada and our Articles of Incorporation and Bylaws 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 us or to our stockholders for monetary damages for all but certain types of conduct as directors and officers. Our Articles of Incorporation and 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.

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 U.S. 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 U.S. federal securities laws.  The foregoing risks also apply to those experts identified in this Annual Report that are not residents of the United States.

We have never paid dividends and do not currently intend to do so in the foreseeable future. If our share price does not appreciate, our investors could potentially lose on their investment in our common stock.

We have never paid cash dividends on our common stock. We currently intend to retain our future earnings, if any, to fund the development and growth of our business, and we do not anticipate paying any cash dividends on our common stock for the foreseeable future. As a result, stockholders will have to rely on capital appreciation, if any, to earn a return on investment in any common stock in the foreseeable future. Furthermore, we may in the future become subject to contractual restrictions on, or prohibitions against, the payment of dividends.

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.

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