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

The price of uranium is volatile and has experienced and may continue to experience significant price movements over short periods of time. Spot pricing reached lows at or below $20 per pound U3O8 infrom recent2016 years.to 2020. Although current spot pricing remains significantly improved from those recent lows, pricing continues to demonstrate volatility: at December 31, 2023,2024, the price of U3O8 was $91.00$72.63 per pound and at December 31, 2024,2025, the price was $72.63$81.55 per pound U3O8. Factors beyond our control affect the market, including demand for nuclear power; changes in public acceptance of nuclear energy; political and economic conditions in uranium mining, producing and consuming countries; costs and availability of financing of nuclear plants; changes in governmental regulations; global or regional consumption patterns; speculative activities and increased production due to new extraction developments and improved production methods; the future viability and acceptance of small modular reactors or micro-reactors and the related fuel requirements for this new technology; reprocessing of spent fuel and the re-enrichment of depleted uranium tails or waste; and global economics, including currency exchange rates, interest rates and expectations of inflation. Any future accidents, or threats of or incidents of war, civil unrest or terrorism, at nuclear facilities are likely to also impact the conditions of uranium mining and the use and acceptance of nuclear energy. The effect of these factors on the price of uranium, and therefore on the economic viability of our properties, cannot accurately be predicted.

The uranium industry is highly competitivecompetitive, and nuclear energy competes with other energy sources.

The national and international uranium industry is small and highly competitive. Our activities are directed toward the exploration for, and evaluation, acquisition and development of uranium deposits into production operations. There is no certainty that any expenditures we mademake will result in discoveriesdevelopment or production of commercial quantities of uranium production.uranium. There is aggressive competition within the uranium mining industry for the discovery, acquisition and development of properties considered to have commercial potential. We compete with other companies for the opportunity to participate in promising projects, and many of those competing entities have greater financial resources than we have and/or are state-sponsored entities. Similarly, we market our product to a limited number of purchasers in competition with supplies from a very limited number of competitors, most of whomwhich currentlycontinue areto be state-sponsored operations producing at lower, subsidized costs.

Nuclear energy competes with other existing sources of energy, including natural gas, oil, coal, hydroelectricityhydroelectricity, wind and renewablesolar, energy sourcesgeothermal and potentially other sources of energy, such as fusion, in the future. These other energy sources are to some extent interchangeable with nuclear energy, and their relative availability and cost may result in lower demand for uranium concentrate and uranium conversion services. Technical advances inin, andreduced government regulation of, or government support and subsidies for renewableother energy sources could make these forms of energy more viable and have a greater impact on nuclear fuel demands. Further, the sustained growth of the uranium and nuclear power industry beyond its current level will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, geopolitical, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power, whether through increased regulation or otherwise.

Requirements for our products and services may be affected by technological changeschanges, including artificial intelligence, in nuclear reactors, enrichment, and used uranium fuel reprocessing. These technological changes could reduce,decrease or increase,increase the demand for uranium. The cost competitiveness of our operations may be impacted through development of new uranium recovery and processing technologies. As a result, our competitors may adopt technological advancementsadvancements, including artificial intelligence, that provide them an advantage over our operational and production costs.operations.

Our future business prospects are tied to the electricalelectric utility industry in the U.S. and worldwide. Continuing fundamental changes in the utility industry, particularly in the U.S. and Europe, are expected to affect the market for nuclear and other fuels for years to come and may result in a wide range of outcomes, including the expansion or the premature shutdown of nuclear reactors. Maintaining the demand for uranium at current levels and future growth in demand will depend upon the continued acceptance of nuclear technology as a means of generating electricity. Unique political and public perception factors impact the nuclear fuel cycle industries, including uranium producers. Some government entities and non-governmental organizations continue to aggressively oppose certain mining activities including specifically uranium recovery. These actions may affect our operations even if the opposition is directed at entities or projects unrelated to our Company. Lack of continued public acceptance of nuclear technology would adversely affect the demand for nuclear power and potentially increase the regulation of the nuclear power industry. Following the events of March 2011 in Fukushima Japan, worldwide reaction called into question the public’s confidence in nuclear energy and technology, and the impact continues in many countries. Additionally, media coverage about uranium production and nuclear energy may be inaccurate or non-objective and further negatively impact public perception of our industry.

The mining industry is subject to extensive environmental and other laws and regulations,regulations which may change at any time. Environmental legislation and regulation continuehas continued to evolve in ways which may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, increased reclamation obligations and attendant costs (and costs of bonding), and a heightened degree of responsibility for companies and their officers, directors and employees. Various regulatory actions related to the protection of the greaterGreater sageSage grouse,Grouse, for example, are ongoing. Recurring consideration of additional EPA rulemakings, CERCLA revisions and other changes and further restrictions, including withinwith respect to the regulations promulgated pursuant to the General Mining Law,Law and the ongoing NRC rulemaking related to uranium in situ recovery, could have significant impactimpacts on our operations and other mineral projects. Moreover, compliance with environmental quality requirements, reclamation laws and other restrictions imposed by federal, state and local authorities may require significant capital outlays and consume additional staff and management time, materially affect the economics of a given property, cause material changes or delays in intended activities, and potentially expose us to litigation and other legal or administrative proceedings. We cannot accurately predict or estimate the impact of any such future laws or regulations, or future interpretations of existing laws and regulations, on our operations. HistoricHistorical exploration activities have occurred on many of our properties, and mining and energy production activities have occurred on or near certain of our properties. If such historichistorical activities have resulted in releases or threatened releases of regulated substances tointo the environment, or historichistorical activities require remediation, potential liability may exist under federal or state remediation statutes for which we may be inadequately bonded or insured.

Operational and related challenges may continue as we return to steady-state commercial operations at Lost Creek and complete the build out Shirleyand Basincommissioning forof production operations.operations at Shirley Basin. Delays may affect our timely delivery into contractual commitments.

Challenges have been encountered in our return to commercial production operations at Lost Creek. The extended time the site was maintained on reduced production operation, the required operational refinements and maintenance as operations were restarted, and other commissioning issues have caused delays in achieving production rates on the planned schedule. Challenges with recruitment, training and retention of staff were also experienced. These challenges may continue at Lost Creek until steady-state full rates of production are reached and maintained. As we complete the build out of Shirley Basin,Basin and commission its production operations, we may encounter delays in construction, availability of materials and equipment, timely labor and contractor availability on a timely basis and other constructionconstruction, commissioning and ramp-up challenges. The planned construction of a wastewater treatment facility at Lost Creek in 2026 may also encounter such challenges and delays. Continuing challenges in operations at Lost Creek and delays, cost overruns or operational challenges at Shirley Basin could affect our ability to achieve our production plans,plans and therefore affect timely deliveriesdelivery of contractual commitments to our customers, thereby negatively affecting our business, financial condition, results of operations and cash flow.

Mining operations generally involve a high degree of risk. We continue operations at our first and, currently, only, uranium in situ recovery facility at Lost Creek, where we began ramp-up to renewed commercial operations in 2023. We anticipate the start up and commissioning of our second uranium in situ recovery facility, Shirley Basin, during 2026 H1. Lost Creek is a remote site in south-central Wyoming. While not as remote a location as Lost Creek, Shirley Basin is an hour outside Casper, Wyoming. Lost Creek, Shirley Basin, and our other projects as they continue in development, will be subject to all the hazards and risks normally encountered at remote mining and work sites in Wyoming, including safety in commuting and severe weather which can affect such commutes and may slow operations, particularly during adverse winter weather and road conditions. Additionally, these operations are subject to perceived risks, and the hazards and risks normally encountered in the production of uranium by in situ methods of recovery, such as water management and treatment, including wastewater disposal capacity (deep wells, Class V wells, ponds or other methods; each of which requires regulatory authorizations and varying levels of expense to install and operate), unusual and unexpected geological formations, unanticipated metallurgical difficulties, equipment malfunctions and availability of materials and parts for operations and construction, interruptions of electrical power and communications, other conditions involved in the drilling and removal of material through pressurized injection and production wells, radiation safety, transportation and industrial accidents, and natural disasters (e.g., fire, tornado), any of which could result in damage to, or destruction of, production facilities, or other property, personal injury or death, environmental damage and possible legal liability. We may also not be insured against all interruptions to our operations. Losses from these or other events may cause us to incur significant costs which could materially adversely affect our financial condition and our ability to fund activities on our properties. A significant loss could force us to reduce or suspend our operations and development. Adverse effects on operations and/or further development of our projects could also adversely affect our business, financial condition, results of operations and cash flow.

Our properties do not contain mineral reserves as defined under SEC Subpart 1300 of Regulation S-K (“S-K 1300”) or Canadian National Instrument 43-101 (“NI 43-101”). See “Cautionary Note Concerning Disclosure of Mineral Resources,” above. Until mineral reserves or mineral resources are mined and processed, the quantity of mineral resources and grades must be considered as estimates only and may be inaccurate. We have established the existence of uranium resources for certain uranium projects, including at the Lost Creek Property.Property and Shirley Basin. We have not established proven or probable reserves, as defined under S-K 1300 or NI 43-101, through the completion of a feasibility study for any of our uranium projects, including the operating Lost Creek Project. Furthermore, we currently have no plans to establish proven or probable reserves for any of our uranium projects for which we plan to utilize ISR methods, such as Lost Creek and Shirley Basin. As a result, and despite the fact that we have produced U3O8 at the Lost Creek Project since 2013, there is increased uncertainty and risk that may result in economic and technical failure which may adversely impact our future profitability.

We have been in production operations for more than a decade and are depleting the estimated mineral resource at Lost Creek, which remains our only uranium recovery operation until we bring Shirley Basin online.into operations in 2026. As a result, we must be able to continue to conduct exploration and develop additional mineral resources. During the extended downturn in the uranium market, resulting in our reduced operations at Lost Creek and related conservative preservation of our treasury, we did not pursue exploration forprograms additionalto add mineral resources.resources to our portfolio. Although we intendinitiated an exploration program in 2025 which we plan to reinvigoratecontinue thosein programs,2026, there can be no assurance we will discover additional economic uranium mineral resources to sustain and extend our operations. While there remain large areas of our Lost Creek Project which require additional exploration, we will need to continue to explore all project areas of the Lost Creek Property and our other mineral properties in Wyoming,Wyoming including those in the Great Divide Basin, or acquire additional, known mineral resource properties to replenish our mineral resources and sustain continued operations. We estimate life of mine when we prepare our mineral resource estimates, but suchthose estimates may not be correct.

Our business is subject to extensive federal, state and local laws governing all stages of exploration, development and operations at our mineral properties, taxes, labor standards and occupational health, mine and radiation safety, toxic substances, endangered species protections, and numerous other matters. Exploration, development, and production operations are also subject to various federal, state and local laws and regulations relating to the protection of the environment. These laws impose high standards on the mining industry, particularly with respect to uranium recovery, to monitor the discharge of wastewater and report the results of such monitoring to regulatory authorities, to reduce or eliminate certain effects on or into land, groundwater, water or air, to progressively restore mine properties, to manage hazardous wastes and materials and to reduce the risk of worker accidents. A violation of any of these laws may result in the imposition of substantial fines and other penalties and potentially expose us to operational restrictions, suspension, administrative proceedings or litigation. Many of these laws and regulations have tended to become more stringent over time, which appears willmay continue to be the trend in coming years. Any change in such laws or imposition of fines or restrictions in operations as a result of violations could have a material adverse effect on our financial condition, cash flow or results of operations. There can be no assurance that we will be able to meet all the regulatory requirements in a timely manner or without significant expense or that the regulatory requirements will not change to delay or prohibit us from proceeding with certain exploration, development or operations. There is no assurance that we will not face new challenges by third parties to regulatory decisions when made, which may cause additional delay and substantial expense, or may cause a project to be permanently halted. Certain recent judicial decisions affecting agency decisions and Administrative Procedures Act precedents, as well as recent agency actions and the significant restrictions proposedcreated by the current U.S. federal administration related to agency staffing and permitting procedures and timelines all are an evolving landscape and create uncertainty and possible additional cost, delays, litigation and negative effects for our business and operations.

Our operations require licenses and permits from various governmental authorities. We believe we hold all necessary licenseslicenses, permits and permitsauthorizations (together, Authorizations) under applicable laws and regulations to carry on the activities which we are currently conducting and hold or are pursuing such licenses and permitsAuthorizations for activities which are currently proposed, with reasonable expectations of timely receipt. Such licenses and permitsAuthorizations are subject to changes in regulations and changes in various operating circumstances. ThereNotwithstanding recent changes in NEPA process timelines, there can be no guarantee that we will be able to timely obtain all necessary licenses and permits that may be required to maintain our exploration and mining activities (or amendments to extend, expand or alter existing operations), including constructing mines, milling or processing facilities and commencing or continuing exploration or mining activities or operations at any of our properties. The uncertainty of the time for and outcome of regulatory processes has grown substantially as the newcurrent administration’sadministration Departmentin ofthe Government EfficiencyU.S. has begun to eliminateeliminated jobs, funding and other resources. In addition, if we proceed to production on any other property or new geologic horizon, we must obtain and comply with permits and licenses which will contain specific operating conditions. There can be no assurance that we will be able to obtain such permits and licenses or that we will be able to comply with any and all such conditions. The ability to timely obtain all required authorizations may become more of an issue with regulatory agencies facing staffing challenges similar to those our industry is encountering, as experienced staff retire or leave government, including those with highly specialized knowledge specific to uranium recovery and radiation safety.

MembersNumerous ofbills have been introduced in the U.S. Congress havewhich, repeatedlyif introduced bills whichenacted, would materially amend or replace the provisions of the General Mining Law. Such bills have proposed, among other things, to (i) significantly alter the laws and regulations relating to uranium mineral development and recovery from patented or unpatented mining claims; (ii) impose a federal royalty on production from unpatented mining claims and/or impose other taxes or additional fees on the use or occupancy of federal lands; (iii) impose time limits on the effectiveness of plans of operation that may not coincide with mine life; (iv) convert in part or in whole the existing land holdings program, requiring unpatented mining claims to be taken to lease in a new program under certain circumstances and imposing other circumstances in which the unpatented mining claim would have to be abandoned; (v) limit the mineral property holdings of any single person or company under various stages from prospecting through operations; (vi) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims; (vii) 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. mining laws; (viii) eliminate or greatly limit the right to a mineral patent; and (ix) allow for administrative determinations that mining would not be allowed in situations where undue degradation of the federal lands in question could not be prevented. Additionally, there continue to be proposals for withdrawal of federal lands for the purposes of mineral location and development, and the reasons for withdrawals have been increasingly broad.

Successful implementation of our business plan and operations is dependent upon our management team and experienced staff, some of whom are new to our industry and others who are approaching retirement age. Recent changes in our executive team, will require successful execution on our succession planning. From time to time, we maywill need to recruit additional qualified employees, contractors and service providers to supplement existing management and personnel and to implement various aspects of our succession planning.planning Weand business and growth plans. Although generally fully staffed at both Lost Creek and Shirley Basin, we continue to hire and train new employees foras Lostturnover Creek’s renewed operation and we have begun to hire staff for Shirley Basin.occurs. Timely availability and training, strong retention rates of staffing and timely retention of contractors 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 and contractors, including where we compete with higher paying energy jobs, and because of the remote locations for which employees and contractors are needed. As well,Also, the skilled professionals with expertise in geologic, engineering and process aspects of uranium in situ recovery, radiation safetysafety, drilling and other facets of our business are currently in high demand, as there are relatively few professionals with both expertise and experience. The sustained downturn of the uranium production industry in recent years makes these challenges even more pronounced. Even with the return to higher levels of production operations, we will be dependent on the continued service of a relatively small number of key persons, including management, senior professionals and key contractors, the loss of any one or several of whom could have an adverse effect on our business and operations.operations, including succession planning, as could our inability to recruit and retain qualified employees, contractors and management at a pace to support our growth plans. We do not hold key man insurance in respect of any of our executive officers.

With the ever-increasing reliance on technology throughout our operations, including developments of proprietary technology and intellectual property by the Company and/or its consultants, risks of theft, appropriation or other loss of such technology and assets and/or our proprietary data pose a risk to our competitive advantage and business and financial results. We take what we believe to be reasonable steps to protect these proprietary technologies and intellectual property, including contractuallycontractually, and by efforts to obtain patents or trade rights where possible, but there can be no assurance that all such measures will be sufficient or successful.

Risks Factors Related to our Financing and Financial Circumstances

Although we currently have substantial funds on hand, additional funds may be required for working capital and exploration and development activities at our properties including Lost Creek and forShirley the constructionBasin and developmentour ofexploration Shirley Basin.projects. Potential sources of future funds available to us, in addition to the proceeds from sales of existing inventory and future production, include the sale of additional equity capital, proceeds from the exercise of outstanding convertible equity instruments, borrowing of funds or other debt structures, project financing, or the sale of our interests in assets. Continued volatility in the equity markets, particularly the commodities and energy markets, as well as current interest rates, may increase the costs attendant to either equity or debt financing. There is no assurance that such funding will be available to us to fund continued developmentramp orup future explorationof at Lost Creek or theCreek, construction and commissioning ramp-up of Shirley Basin and exploration in the Great Divid Basin. Further, even if such financing is secured, there can be no assurance that it will be obtained on terms favorable to us or will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.

We prepare estimates of annual and future production, the attendant production and operational costs and required working capital for such levels of production, but there is no assurance that we will achieve those estimates. Additionally, we have estimated and continue to estimate the costs of construction for Shirley Basin, in the current market.market, and for our planned construction of the wastewater treatment facility at Lost Creek in 2026. These types of estimates are inherently uncertain and may change materially over time. Production and operational cost estimates are affected by changes in production levels and may be affected by continuing inflation and cost-of-goods due to supply chain or other 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. Availability and consistent pricing of materials necessary in the installation of wells, surface production equipment, associated infrastructure, chemicals for processing and, expendable materials related to operations can be variable depending on economic conditions locally and worldwide and may force changes in operations and timing of resource production. Under prevailing supply chain and market conditions, this is particularly true. In addition, we rely on certain contractors related to the installation of wells and technical services associated with that installation. Their availability or cost of service can change depending on other local market conditions and may therefore affect the installation and production rates of mining.

We currently carry insurance coverage for general liability, property and casualty, directors’ and officers’ liability and other matters. We intend to carry insurance to protect against certain risks in amounts we consider adequate. Certain insurances may be unavailable or cost prohibitive to maintain, and even if we carried all such insurances, the nature of the risks we face in our exploration and uranium production operations is such that liabilities could exceed policy limits in any insurance policy or could be excluded from coverage under an insurance policy. The potential costs that could be associated with any liabilities not covered by insurance or which exceed insurance coverage, or compliance with applicable laws and regulations, may cause substantial delays or interruption of operations and require significant capital outlays, adversely affecting our business and financial position. We cannot assure that even our current coverages will continue to be available at acceptable cost or that coverage limits will remain at current levels, any of which could result in adverse effects upon our business and financial condition. We may be required to obtain additional types of insurance or increase existing coverage amounts due to changes in exposure to risk, or regulation of the mining and nuclear fuel cycle industries.

Additionally, we utilize a bonding surety program for our regulatory, reclamation and restoration obligations at Lost Creek and Shirley Basin.Basin and our exploration projects. Availability of and terms for such surety arrangements may change in the future, resulting in adverse effects to our financial condition. Also, we have contractual arrangements with the licensed uranium conversion facility for weighing and storage of our product inventory. Possible loss of or damage to our inventory may not be fully covered by our agreements, indemnification obligations or insurance. And, with relation to the conversion facility, the storage arrangements may not be extended indefinitely, creating greater costs or other impact to our product inventory. Any loss or damage of the uranium may not be fully covered or absolved by contractual arrangements with the conversion facility.

We depend upon information technology systems in a variety of ways throughout our operations. While we have not experienced any material incident, any significant breakdown of those systems, whether through virus, cyber-attack,cyberattack, security breach, theft, or other destruction, invasion or interruption, or unauthorized access to our systems, by employees, others with authorized access to our systems or unauthorized persons, could negatively impact our business and operations. These threats are increasing in number and severity and broadening in type of risk,risk includingthrough recentlyboth with the war in Ukraine, the war in the Middle Eastprivate and otherstate-sponsored threat actors. This includes growing threats resulting from geopolitical tensions with China and Russia and ongoing conflicts, and the cybercyberattacks attacks ongoingarising in those contexts, all of which may continue to broaden. To the extent that any cyber-attackcyberattack or similar security breach results in disruption to our operations, loss or disclosure of, or damage to, our data and particularly our confidential or proprietary information, our reputation, business, results of operations and financial condition could be materially adversely affected. We have implemented various measures to manage our risks related to information technology systems and network disruptions. However, given the unpredictability of the timing, nature and scope of information technology disruptions, we potentially could be subject to production downtimes, operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations. Our systems and internal controls for protecting against such cyber securitycybersecurity risks may be insufficient and it is increasingly difficult to fully mitigate against these threats as they are ever changing. Additionally, we assess possible threats to our third-party providers when they may be provided confidential and proprietary information to complete work in our behalf. While we seek assurances from those parties that they will maintain such confidential and proprietary information in confidence, including by virtue of having systems and processes in place to protect such data, those service providers may also be subject to data compromise. Any compromise of our confidential data or that of our customers, suppliers, employees or others with whom we do business, whether in our possession or that of our service providers, could substantially disrupt our operations, harm our customers, suppliers, employees and others with whom we do business, damage our reputation, violate applicable law, subject us to potentially significant costs and liabilities which could be material. Although to date we have experienced no such attack resulting in material losses, we may suffer such losses at any time in the future. We may be required to expend significant additional resources to continue to modify and enhance our protective measures or to investigate, restore or remediate any information technology security vulnerabilities.

CertainFrom time to time, certain of our directors aremay also be directors of other companies that are engaged in similar mining or natural resources businesses, namely the acquisition, exploration, and development of mineral properties. Such other associations may give rise to conflicts of interest from time to time. One of the possible consequences will be that corporate opportunities presented to a director may be offered to another company with which the director is associated and may not be made available to us. Conflicts of interest may also include decisions on how much time to devote to the business of our company. Our Code of Business Conduct and Ethics provides guidance on conflicts of interest and our directors are required to act in good faith, to make certain disclosures and to abstain from voting on decisions in which they may have a conflict of interest.

FromWe timecontinue to time, we examine opportunities to acquire additional mining assets and businesses. Any acquisition that we may choose to complete may be of significant size, may change the scale of our business and operations, and/or may expose us to new geographic, political, operating, financial and geological risks. Any acquisition would be accompanied by risks, including (i) a significant change in commodity prices after we commit to complete a transaction and establish the purchase price or share exchange ratio; (ii) a material mineral deposit may prove to be below expectations; (iii) difficulty integrating and assimilating the operations and personnel of an acquired company, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; (iv) the integration of the acquired business or assets may disrupt our ongoing business and relationships with employees, customers, suppliers and contractors; and (v) the acquired business or assets may have unknown liabilities which may be significant. There can be no assurance that we would be able to conclude any acquisition successfully, or that we would be successful in overcoming these risks or other problems encountered in connection with such an acquisition.

TheOngoing global implications of the war in Ukraine remain difficult to predict. The war has resulted in impacts to the nuclear fuel industries and uranium producers through the imposition of sanctions and counter sanctions,sanctions and more may follow. The war is likely to continue to have an adverse effect on energy and economic markets, including the nuclear fuel industries, because of the vast reliance by the U.S. and other nations on uranium products exported from Russia and Russian-controlled or influenced sources.

The conflicts in the Middle East, and other geopoliticalGeopolitical tensions, including between the U.S. and China, also make it difficult to assess and predict the impact to the economy, supply and trade disruption and increased prices of materials, and cyber-securitycybersecurity threats. While we do not currently purchase goods and materials directly from China for our Lost Creek operations, our suppliers of electronics and instrumentation components may purchase necessary materials from China, and we may be indirectly affected if the market for Chinese products is further disrupted by sanctions, countersanctions or other events. As we continue with the construction and development of Shirley Basin,Basin and plan for the construction of the wastewater treatment facility at Lost Creek, the direct or indirect exposure to these market uncertainties may be greater or more direct. Recent international trade issues, including tariffs and counter tariffs, if continued, may also have a negative impact on our operations,operations; construction ofactivities Shirleyat Basinboth mine sites and on our business generally.

More recently, geopolitical tension in the Western Hemisphere also may have impacts on the economy and ultimately on the nuclear fuel industries. Because of the highly uncertain and dynamic nature of the wars in Ukraine and the Middle East, and other global conflicts and related geopolitics, it remains difficult to estimate the impact on our business. To the extent these conflicts and geopolitical situations adversely affect our business as discussed, they may also have the effect of heightening many of the other risks described in this Item 1A such as those relating to cyber-security,cybersecurity, supply chain, inflationary and other volatility in prices of goods and materials, and the condition of the markets including as related to our ability to access additional capital, any of which could negatively affect our business. Because of the highly uncertain and dynamic nature of the wars in Ukraine and the Middle East, global conflicts and related geopolitics, it remains difficult to estimate the impact on our business.

RecentContinuing political and economic shifts, both domestic and international, may create uncertainty and pose risks to our operations and business. Government policies related to protectionism, economic nationalism and attitudes toward multinational corporations could result in regulatory changes, trade barriers, or investment restrictions. Additionally, international trade disputes – including tariffs, counter-tariffs, export controls, sanctions and currency regulations – may increase costs, further disrupt supply chains, and have other negative impacts on our business and operating models. Furthermore, market volatility, driven by shifts in USU.S. and foreign trade policies, fluctuating interest rates or currency controls, may affect commodity prices, capital availability and investor confidence. Even the perception of these risks could lead to reduced investment, higher production and operating costs, and other operational challenges. If such trends continue, they may have a material adverse effect on our business and financial performance; it is difficult to estimate the impact on our business. To the extent these conditions adversely affect our business as discussed, they may also have the effect of heightening many of the other risks described in this Item 1A such as those relating to cyber-security,cybersecurity, supply chain, inflationary and other volatility in prices of goods and materials, and the condition of the markets including as related to our ability to access additional capital, any of which could negatively affect our business.

The following discussion is designed to provide information that we believe necessary for an understanding of our financial condition, changes in our financial condition and results of our operations. The following discussion and analysis should be read in conjunction with the accompanying audited consolidated financial statements and related notes. The financial statements have been prepared in accordance with US GAAP.

Since commencement of operations at Lost Creek in 2013 through December 31, 2024,2025, we have captured morenearly than 3.03.5 million pounds ofU3O8, U3O8.which includes 370,893 pounds U3O8 captured in 2025.

In 2024,2025, wellfield delineation and development continued in MU2, in what is referred to asMU1 Phase 22, withinand MU1MUs and,4 mostand recently, in MU5.5. All remaining planned productionheader areashouses ofin MU2 are expected to come online during 2025 with HHs 2-12 and 2-13came online in Q1 and HHs 2-14 and 2-15 expected to begin operation in Q2 2025. HH 2-14 is onsite and set on its foundation, with construction underway (basement piping, pipeline, electrical connections, etc.). During the2026 latter half of 2025,H1, we anticipate bringing several header houses online in MU1 Phase 2 as we advancecontinue to progress toward full plant capacity production. The first of those header houses (1-14was andbrought 1-15) are awaiting delivery to Lost Creek, and 1-16 is being assembledonline in ourFebruary Casper construction facility.2026.

Our drill contractors nowcurrently have 2115 drill rigs at Lost Creek, with the most recent addition mobilized in February 2025. We anticipate that this numberwhich is anticipated to be sufficient for Lost Creek drill programs in 2025,2026. includingDrilling and wellfield construction and development are on schedule for our plannedproduction exploration program.plans.

The first two mine units at Lost Creek have all permits necessary for commercial level operations. We have received Wyoming Uranium Recovery Program (“URP”) approval of the amendment to the Lost Creek source material license to include recovery from the LC East Project (HJ and KM horizons) immediately adjacent to the Lost Creek Project and additional HJ horizons at the Lost Creek Project. This license amendment approved access to six planned mine units in addition to the already licensed three mine units at Lost Creek. The approval also increased the license limit for annual plant production to 2.2 million pounds U3O8 which includes wellfield production of up to 1.2 million pounds U3O8 and confirmed toll processing up to one million pounds U3O8.

WeDuring anticipate2025, the Wyoming Department of Environmental Quality (“WDEQ”), Land Quality Division (“LQD) will approveapproved the LC East and KM horizon amendmentamendment, during H1 2025. The amendmentwhich adds HJ and KM geological horizons within the area that is immediately adjacent to the existing permit and provides for an additional mine unit in the HJ geological horizon for the existing permitted area. This final approval followed Water Quality Division (“WQD”) continues to work withand EPA toward the issuance of the required aquifer exemption for the expanded area. We anticipate that all approvals will be received on a timely basis for our current production plans.

20242025 Purchases and Sales of U3O8 and Sales Projections for 20252026 As projected, during 2024,2025, we sold 570,000440,000 pounds U3O8 of which 395,000165,000 pounds U3O8 were sold in Q42025 2024.Q4. We received sales proceeds of $33.1$27.2 million for the 570,000440,000 pounds U3O8 sold.sold to our customers.

To establishmaintain a strong product inventory, we purchased 300,000100,000 pounds U3O8 in 2025 Q4 2024 at an average cost of $80.61.$82.25. Additionally,As previously disclosed, we securedused anour 2024 inventory loan facility underto which we borrowedborrow 250,000 pounds U3O8 in December 2024. TheseThis transactionsfacility facilitatedwas aextended timelyin delivery2025 Q4 for one year, and we entered into ouran salesadditional commitmentsinventory loan facility in Q4October 2024.2025, Weunder anticipatewhich thatwe havingmay theseborrow up to 150,000 pounds in inventory will allow us to cover any further delays in production ramp up and to make deliveries when there is simply a shortfall due to the timing of scheduled delivery dates in a given delivery year.U3O8.

We have seven off take sales agreements with various global nuclear purchasers which provide for deliveries between 20252026 and 2033 as follows:

SubsequentFollowing toaquifer year-end,testing in 2024-2025, we initiated production and injection testing of representative wells in Mine Unit 1 to facilitate better engineering of pumping and pipeline systems. The related analyses are ongoing.now Testsplanning tofor date indicate thathigher flow ratesfrom arethe high.wellfield, Wealthough expectit is anticipated that flow rates will vary throughout the projectproject. butThe thehigher productionflow rates in the individual test pattern wells are within the range of 7070-80 togpm, 80which gpm. These rates areis consistent with the high historichistorical inflow of water into the underground workings at Shirley Basin in the early 1960s that drove innovation toward in situ mining at the projectproject. andBefore resultedagain inchanging thecourse on recovery ofoperations, 1.5 million pounds ofU3O8 U3O8were recovered historically through ISR,in-situ before other mining methods were initiated.technology.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors from those disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Additional risks and uncertainties that the Company does not presently know about or that it currently deems immaterial may also impair our business operations.

The following discussion and analysis by management is designed to provide information that we believe is necessary for an understanding of our financial condition, changes in financial condition, and results of our operations and should be read in conjunction with the audited financial statements and MD&A contained in our Annual Report on Form 10-K for the year ended December 31, 2025.Report.

Incorporated on March 22, 2004, Ur-Energy is an exploration stage issuer, as that term is defined by the U.S. Securities and Exchange Commission (“SEC”). We are engaged in uranium recovery and processing activities, including the acquisition, exploration, development, and operation of uranium mineral properties in the U.S. We are operating our Lost Creek Project, our flagship in situ recovery (“ISR”) mining facility, and have commenced initial operations at our Shirley Basin Project, our second ISR uranium mine. Ur-EnergyWhen sold and further processed, our uranium production fuels nuclear power, which is a corporationcost-effective, continuedsafe, underand reliable source of electrical power that provides an estimated 55% of the Canadacarbon-free Businesselectricity Corporations Act on August 8, 2006. Our common shares are listed onin the TSX under the symbol “URE” and on the NYSE American under the symbol “URG.”U.S.

We utilize ISR to recover uranium at our Lost Creek Property and Shirley Basin Project, which are both located in Wyoming,Wyoming and willare dothe soonly attwo othermineral projectsproperties wherethat possible.we currently deem to be individually material. The ISR technique is employed in uranium extraction because it allows for an effective recovery of roll front uranium mineralization at a low cost.

At Lost Creek, we extract and process uranium oxide (“U3O8”) at the Lost Creek processing facility, which includes all circuits for the production, drying, and drumming (packaging) of U3O8.drumming. After processing, drying, and drumming, U3O8 is shipped from Lost Creek to a third-party conversion facility to be weighed, assayed, and stored until sold. When sold and further processed, our uranium production fuels nuclear power, which is a cost-effective, safe, and reliable source of electrical power that provides an estimated 55% of the carbon-free electricity in the U.S.

Our combined licensed capacity at Lost Creek and Shirley Basin totals 4.2 million pounds of U₃O₈ per year. We currently have multi-year sales agreements with eight10 global nuclear energy and trading companies with projected delivery commitments of approximately 5.75 million pounds of U3O8 from 2026 through 2033, including 1.3pounds millionthat poundswe delivered in the first half of 2026.

Demand growth, energy securityenergy-security considerations, and governmentfederal policiespolicy continueinitiatives continued to support the nuclear industry inand domestic uranium production during the Unitedsecond Statesquarter of 2026. Sector developments during the period included progress on federal regulatory reforms affecting uranium recovery, nuclear materials, and globally.reactor Developmentslicensing; duringinitiatives 2026to Q1strengthen included continued policy support forthe domestic nuclear fuel cycle capabilities, increasing electricity demand associated with data centers; and artificialfederal intelligencefunding (“AI”),allocations for reactor deployment, nuclear safety, and ongoingworkforce regulatory reforms intended to facilitate nuclear deployment.development.

Lost Creek Property

During 2026the Q1,quarter, we operated a total of 1516 header houses (“HHs”) at Lost Creek, including 1312 HHs in our second mine unit (“MU2”) and twofour brought online during 2026 Q1HHs in the second phase of our first mine unit (“MU1 Phase 2”). AnFour additionalof HHthese HHs were brought online in MU1 Phase 2 wasduring recirculating2026 fluidH1, atincluding quarter-end and is expected to be brought onlinetwo in the comingfirst days.quarter and two in the second quarter. During 2026 Q2, production flow averaged approximately 2,519 gpm and production grade averaged approximately 38 mg/L.

Wellfield development and surface construction at Lost Creek duringin 2026 Q1Q2 werecontinued focusedto focus on MU1 Phase 2 and remainremains on schedule for our 2026 operating plans. MU1 Phase 2 is planned to include 10 HHs, several of which we plan to bring online during 2026 Q2.HHs. During the quarter, we advancedcontinued to advance installation of the remaining376 production and injection wells currently planned for the remaining six HHs in MU1 Phase 2,2. allAt June 30, 2026, approximately 99.5% of whichthese havewells had been drilled and cased. Including HHs already in operation, our Casper shop has completed construction of seven of the 10 HHs planned for MU1 Phase 2cased and madeapproximately progress72% had been completed, and we had 17 drill rigs on componentssite forperforming theopen remaininghole three.drilling, casing, and completion work.

We also continued with wellfield delineation and development in our fourth mine unit (“MU4”) and our fifth mine unit (“MU5”) and began pattern planning for MU5. DuringAs previously disclosed, during 2026 Q1, we received approval of an amended aquifer exemption for Lost Creek that covered MU5 and substantially expanded the scope of the exemption. At March 31, 2026, we had 15 drill rigs operating at Lost Creek, which we expect will be sufficient for our 2026 drill programs.

ToWe made progress on other initiatives to increase production at Lost Creek,Creek weduring alsoQ2 plan2026, to continue the shift from MU2 to MU1 Phase 2,including bringing additional HHs online in MU1 Phase 2 throughoutas 2026,described above, and bycontinued betterwork optimizingto injectionoptimize fluidlixiviant chemistry.chemistry in the formation to increase average grades. We have also engaged a contractorcontinued to supportadvance implementationthe development of an enhanced maintenance program,program and we planimprovements to improve ourthe reverse osmosis systems.system Wein continuethe toplant, and increased our focus on daily drumming to increase the volume of product packaged and shippedshipped. fromWe also progressed the plant.development of the planned wastewater treatment facility at Lost Creek during 2026 Q2, including engineering design work and the procurement of the building shell and internal equipment components.

Casper Construction Shop and Operations FacilitiesLab

Our Casper, Wyoming construction shop supplies header housesHHs to both our Lost Creek Project and our Shirley Basin Project.Basin. All our header housesHHs are fabricated and built in Casper, allowing for efficiency, cost savings, and greater safety due to minimized travel requirements. During 2026 Q1,Q2, our construction teamshop deliveredcompleted the fabrication of two HHs tofor Lost Creek and threeone HHsHH tofor Shirley Basin,Basin and advanced constructioncomponents for two additional HHs for Lost Creek and two additional HHs for Shirley Basin. Including HHs already in operation, at June 30, 2026, the shop had completed the fabrication of fivenine additionalof headerthe houses.10 HHs planned for MU1 Phase 2 at Lost Creek and the first six HHs planned for Shirley Basin.

Our Casper chemistry lab continuescontinued to support mine unit analysis at both Lost Creek and Shirley Basin through uranium analysis, product quality testing, and water sampling analysis. The lab staff also support ongoing research and development programs.

In 2025, weWe renewed exploration activities in the Great Divide Basin (“GDB”), Wyoming.Wyoming Workin began2025 atQ3, beginning with our Lost SoldierSolider ProjectProject. locatedLocated approximately 17 road miles northeast of Lost Creek in 2025 Q3. The program atCreek, Lost Soldier includedhas the installationpotential ofto be developed as a seriessatellite ofoperation. aquifer test wells to facilitate a better understanding of the local hydrogeology. WhileAlthough the geology of the project is largely understood with the benefit of data from approximately 4,000 historical drill holes, additional hydrogeologic data gathering and characterization willare underway to enable our professional staffus to better plan for potential permitting and development of the site. We commenced aquifer testing in April 2026 and plan to initiate baseline environmental studies in 2026 in anticipation of possible permitting to advance the project. We also anticipate preparing a technical report for Lost Soldier in 2026. Located approximately 17 road miles to the Lost Creek plant, Lost Soldier has the potential to be developed as a satellite operation.

North Hadsell and LC South Projects

AsIn work2025 concludedQ4, at Lost Soldier in 2025, the drill rigs and related teamswe began exploration drilling at our North Hadsell Project, also in the GDB north of Lost Creek. Through mid-March 2026, when seasonal sage grouse restrictions began, we had drilled 33 wide-spaced framework holes, each approximately 1,000 feet deep, for a total of 33,815 feet. Seven of these initial drill holes have returned significant mineralization, indicating the presence of a stacked roll-front system containing 13 individual intercepts exceeding 0.20 GT (Grade (%eU3O8) times Thickness (ft)). These grades and thicknesses closely resemble the mineralization at Lost Creek, where the Company applies a 0.20 GT cut-off in evaluating economic mineral resources. Preliminary interpretation suggestssuggested the potential for up to eight individual roll fronts within a depth range of approximately 300 to 800 feet below surface, ideal for ISR mining, with indications of additional mineralized horizons at depth.