UEC 10-K & 10-Q changes, risk factors and insider trading

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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

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.

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.

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.

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.

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.

There have been no material changes to the factors disclosed in Item 1A. Risk Factors in our Annual Report.

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

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

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

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

Notes:

Underscoring the Executive Orders directives, on October 28, 2025, announcements were made that the U.S. Government had entered into a strategic partnership encompassing at least $80 billion for the construction of new nuclear reactors using Westinghouse technology. To meet the goal of having 10 large reactors under construction by 2030, the U.S. Department of Energy (“DOE”) is in advanced talks to provide financing, specifically for long-lead time components like reactor vessels and steam generators, to accelerate construction timelines. The DOE’s Office of Energy Dominance Financing has nearly $290 billion in available funding that can be directed towards baseload energy, with nuclear power plants expected to be the largest recipient.

On April 23, 2026, the DOE’s Office of Nuclear Energy announced the following new initiative to secure the nation’s nuclear fuel supply chain: “Through the Defense Production Act Nuclear Fuel Cycle Consortium, the federal government will work with the domestic nuclear industry to ensure that the United States continues to have enough nuclear fuel to power the current nuclear reactor fleet as well as future advanced reactors”. This is known as the “Nuclear Dominance 3 by 33” campaign to secure U.S nuclear fuel supply and one of the possible outcomes is actions to fund and build up the strategic uranium reserve.

For the three and nine months ended April 30, 2026, we recorded a net loss of $52.34 million ($0.11 per share) and $76.62 million ($0.16 per share), respectively, and loss from operations of $40.79 million and $94.17 million, respectively. During the three and nine months ended April 30, 2025, we recorded a net loss of $30.21 million ($0.07 per share) and $60.60 million ($0.14 per share), respectively, and loss from operations of $23.46 million and $40.30 million, respectively.

In the future we may make acquisitions of businesses or assets or commitments to additional capital projects or strategic initiatives such as UR&C. 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 of a transaction, 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.

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 may, from time to time, sell shares of our common stock having an aggregate offering price of up to $600 million through the 2025 ATM Managers selected by us.