URANIUM ENERGY CORP 10-Q

Item 1. Financial Statements 4 Table of Contents URANIUM ENERGY CORP. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE three and six months ended January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) 5 Table of Contents URANIUM ENERGY CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited – Expressed in thousands of U.S. dollars) Notes January 31, 2024 July 31, 2023 CURRENT ASSETS Cash and cash equivalents $ 82,287 $ 45,614 Inventories 3 63,401 6,207 Prepaid expenses and deposits 3,173 2,682 Other current assets 720 702 TOTAL CURRENT ASSETS 149,581 55,205 MINERAL RIGHTS AND PROPERTIES 4 563,588 565,560 PROPERTY, PLANT AND EQUIPMENT 5 20,072 19,728 RESTRICTED CASH 6 7,251 7,251 EQUITY-ACCOUNTED INVESTMENTS 7 56,453 48,110 INVESTMENT IN EQUITY SECURITIES 8 78,583 38,656 OTHER NON-CURRENT ASSETS 3,350 3,079 TOTAL ASSETS $ 878,878 $ 737,589 CURRENT LIABILITIES Accounts payable and accrued liabilities $ 5,038 $ 10,525 Asset retirement obligations - current 9 1,493 1,515 Derivative liabilities 10 15,047 - Other current liabilities 264 154 TOTAL CURRENT LIABILITIES 21,842 12,194 ASSET RETIREMENT OBLIGATIONS 9 17,642 17,155 OTHER NON-CURRENT LIABILITIES 1,589 1,020 DERIVATIVE LIABILITIES 10 - 4,313 DEFERRED TAX LIABILITIES 68,655 71,080 TOTAL LIABILITIES 109,728 105,762 STOCKHOLDERS’ EQUITY Capital stock Common stock $ 0.001 par value: 750,000,000 shares authorized, 401,058,973 shares issued and outstanding (July 31, 2023 - 378,452,864 ) 11 401 378 Additional paid-in capital 1,059,266 924,737 Share issuance obligation 517 - Accumulated deficit ( 284,109 ) ( 289,680 ) Accumulated other comprehensive loss ( 6,925 ) ( 3,608 ) TOTAL EQUITY 769,150 631,827 TOTAL LIABILITIES AND EQUITY $ 878,878 $ 737,589 SUBSEQUENT EVENTS 11 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents URANIUM ENERGY CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited – Expressed in thousands of U.S. dollars, except share and per share data) Three Months Ended Six Months Ended January 31, January 31, Notes 2024 2023 2024 2023 SALES AND SERVICE REVENUE 13 $ 116 $ 47,931 $ 224 $ 105,223 COST OF SALES AND SERVICES 13 ( 97 ) ( 33,361 ) ( 187 ) ( 76,795 ) GROSS PROFIT 19 14,570 37 28,428 OPERATING COSTS Mineral property expenditures 6,691 4,147 12,377 8,198 General and administrative 4,895 4,829 10,095 10,551 Depreciation, amortization and accretion 4,5,9 552 506 1,069 998 TOTAL OPERATING COSTS 12,138 9,482 23,541 19,747 INCOME (LOSS) FROM OPERATIONS ( 12,119 ) 5,088 ( 23,504 ) 8,681 OTHER INCOME (EXPENSES) Interest expenses and finance costs ( 214 ) ( 198 ) ( 415 ) ( 394 ) Income (loss) from equity-accounted investments 7 192 ( 116 ) 1,652 ( 85 ) Gain on disposition of assets 12 2 13 2 Gain (loss) on revaluation of equity securities 8 20,076 3,123 37,389 ( 343 ) Gain (loss) on revaluation of derivative liabilities 10 ( 5,062 ) 1,726 ( 11,963 ) ( 899 ) Other income (expenses) 368 851 597 ( 271 ) OTHER INCOME (EXPENSES) 15,372 5,388 27,273 ( 1,990 ) INCOME BEFORE INCOME TAXES 3,253 10,476 3,769 6,691 DEFERRED TAX (LOSS) RECOVERY ( 1,003 ) 416 1,802 445 NET INCOME FOR THE PERIOD 2,250 10,892 5,571 7,136 OTHER COMPREHENSIVE INCOME (LOSS) Translation gain (loss) 7,732 4,617 ( 3,317 ) ( 6,151 ) TOTAL OTHER COMPREHENSIVE INCOME (LOSS) 7,732 4,617 ( 3,317 ) ( 6,151 ) TOTAL COMPREHENSIVE INCOME FOR THE PERIOD $ 9,982 $ 15,509 $ 2,254 $ 985 NET INCOME PER SHARE 14 Basic $ 0.01 $ 0.03 $ 0.01 $ 0.02 Diluted $ 0.01 $ 0.03 $ 0.01 $ 0.02 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, Basic 394,024,127 369,608,851 388,202,403 353,199,789 Diluted 403,179,679 377,825,545 397,357,956 361,416,483 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents URANIUM ENERGY CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited – Expressed in thousands of U.S. dollars) Six Months Ended January 31, Notes 2024 2023 NET CASH PROVIDED BY (USED IN): OPERATING ACTIVITIES Net income for the period $ 5,571 $ 7,136 Adjustments to reconcile net loss to cash flows in operating activities Stock-based compensation 12 2,884 3,273 Depreciation, amortization and accretion 4,5,9 1,069 998 (Income) loss from equity-accounted investment 7 ( 1,652 ) 85 Gain on disposition of assets ( 13 ) ( 2 ) (Gain) loss on revaluation of equity securities 8 ( 37,389 ) 343 Loss on revaluation of derivative liabilities 10 11,963 899 Deferred tax recovery ( 1,802 ) ( 445 ) Changes in operating assets and liabilities Inventories ( 57,194 ) 45,533 Prepaid expenses and deposits ( 105 ) 623 Other current assets ( 28 ) 211 Accounts payable and accrued liabilities ( 4,743 ) ( 5,081 ) Other liabilities 29 ( 2 ) NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ( 81,410 ) 53,571 FINANCING ACTIVITIES Proceeds from share issuances, net of issuance costs 11,12 131,162 54,232 Repayments of other loans - ( 66 ) Cash paid for withholding amounts on option exercise ( 875 ) ( 147 ) NET CASH PROVIDED BY FINANCING ACTIVITIES 130,287 54,019 INVESTING ACTIVITIES Acquisition of UEX, net of cash acquired - 1,984 Acquisition of Roughrider - ( 82,117 ) Investment in mineral rights and properties ( 1,391 ) ( 51 ) Capital contribution to equity-accounted investment 7 ( 1,645 ) ( 588 ) Purchase of additional interest in equity-accounted investment 7 ( 5,676 ) - Investment in equity securities 8 ( 5,548 ) ( 26,328 ) Proceeds from sale of equity securities 8 3,008 - Purchase of property, plant and equipment ( 937 ) ( 287 ) Proceeds from disposition of assets 8 - 2 NET CASH USED IN INVESTING ACTIVITIES ( 12,189 ) ( 107,385 ) NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 36,688 205 FOREIGN EXCHANGE DIFFERENCE ON CASH ( 15 ) ( 128 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 52,865 39,787 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 89,538 $ 39,864 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents URANIUM ENERGY CORP. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY (Unaudited - Expressed in thousands of U.S. dollars, except share data ) Common Stock Additional Paid-in Capital Share Issuance Obligation Accumulated Deficit Accumulated Other Comprehensive Loss Stockholders' Equity Shares Amount Balance, July 31, 2023 378,452,864 $ 378 $ 924,737 $ - $ ( 289,680 ) $ ( 3,608 ) $ 631,827 Common stock Issued under ATM offerings, net of issuance costs 10,770,000 11 56,259 - - - 56,270 Issued upon exercise of stock options 445,861 1 263 - - - 264 Stock-based compensation Amortization of stock-based compensation - - 1,572 - - - 1,572 Net income for the period - - - - 3,321 - 3,321 Other comprehensive loss - - - - - ( 11,049 ) ( 11,049 ) Balance, October 31, 2023 389,668,725 $ 390 $ 982,831 $ - $ ( 286,359 ) $ ( 14,657 ) $ 682,205 Common stock Issued under ATM offering, net of issuance costs 10,418,029 10 73,228 - - - 73,238 Issued upon exercise of stock options 669,999 1 ( 70 ) - - - ( 69 ) Issued upon exercise of warrants 302,220 - 1,965 517 - - 2,482 Stock-based compensation Amortization of stock-based compensation - - 1,312 - - - 1,312 Net income for the period - - - - 2,250 - 2,250 Other comprehensive income - - - - - 7,732 7,732 Balance, January 31, 2024 401,058,973 $ 401 $ 1,059,266 $ 517 $ ( 284,109 ) $ ( 6,925 ) $ 769,150 The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Table of Contents URANIUM ENERGY CORP. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited - Expressed in thousands of U.S. dollars, except share data ) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Stockholders' Equity Shares Amount Balance, July 31, 2022 289,638,307 $ 289 $ 613,179 $ ( 286,373 ) $ ( 186 ) $ 326,909 Common stock Issued for acquisition of UEX and Roughrider 66,324,560 66 235,306 - - 235,372 Issued under ATM offerings, net of issuance costs 5,218,890 5 21,709 - - 21,714 Issued upon exercise of stock options 1,404,601 2 58 - - 60 Issued upon exercise of warrants 3,410,898 4 6,136 - - 6,140 Stock-based compensation Common stock issued for consulting services 4,179 - 17 - - 17 Common stock issued under Stock Incentive Plan 73,618 - 299 - - 299 Amortization of stock-based compensation - - 1,426 - - 1,426 Replacement options issued for acquisition of UEX - - 4,026 - - 4,026 Net loss for the period - - - ( 3,756 ) - ( 3,756 ) Other comprehensive loss - - - - ( 10,768 ) ( 10,768 ) Balance, October 31, 2022 366,075,053 $ 366 $ 882,156 $ ( 290,129 ) $ ( 10,954 ) $ 581,439 Common stock Issued under ATM offering, net of issuance costs 7,040,363 7 26,099 - - 26,106 Issued upon exercise of stock options 94,302 - - - - - Issued upon exercise of warrants 45,000 - 66 - - 66 Stock-based compensation Common stock issued for consulting services 49,228 - 201 - - 201 Common stock issued under Stock Incentive Plan 66,471 - 262 - - 262 Amortization of stock-based compensation - - 1,085 - - 1,085 Net income for the period - - - 10,892 - 10,892 Other comprehensive income - - - - 4,617 4,617 Balance, January 31, 2023 373,370,417 $ 373 $ 909,869 $ ( 279,237 ) $ ( 6,337 ) $ 624,668 The accompanying notes are an integral part of these condensed consolidated financial statements. 10 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 1: NATURE OF OPERATIONS Uranium Energy Corp. was incorporated in the State of Nevada on May 16, 2003. Uranium Energy Corp. and its subsidiary companies and a controlled partnership (collectively, the “Company” or “we”) are engaged in uranium and titanium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates and titanium minerals, on projects located in the United States, Canada and the Republic of Paraguay. As at January 31, 2024 , we had working capital (current assets less current liabilities) of $ 127,739 including cash and cash equivalents of $ 82,287 and purchased uranium inventories of $ 63,019 . We believe our existing cash resources and, if necessary, cash generated from the sale of the Company’s uranium inventories, will provide sufficient funds to carry out our planned operations for 12 months from the date that these interim condensed consolidated financial statements are issued. Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to achieve consistent positive cash flow from the sale of our uranium inventories and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial. Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financings in order to fund our operations, and this reliance is expected to continue for the foreseeable future. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations. NOTE 2: SUMMARY OF SIGNIFICANT POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in U.S. dollars. Accordingly, they do not include all of the information and footnotes required under U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10 -K for the year ended July 31, 2023 (“Fiscal 2023 ”). In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation have been made. Operating results for the six months ended January 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2024 (“Fiscal 2024 ”). Exploration Stage We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine, Christensen Ranch Mine (collectively, the “ISR Mines”), Roughrider and Christie Lake Projects. We have not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (“SEC”) subpart 1300 of Regulation S-K (“S-K 1300” ), through the completion of a “final” or “bankable” feasibility study for any of the uranium projects we operate, including our ISR Mines. Furthermore, we have no present plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in-situ recovery (“ISR”) mining, such as our ISR Mines. As a result, and despite the fact that we commenced extraction of mineralized materials at our ISR Mines, we remain an Exploration Stage issuer, as defined by the SEC, and will continue to remain as an Exploration Stage issuer until such time proven or probable reserves have been established. Since we commenced extraction of mineralized materials at our ISR Mines without having established proven or probable reserves, any mineralized materials established or extracted from our ISR Mines should not in any way be associated with having established or produced from proven or probable reserves. 11 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) 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, ion exchange facilities and disposal wells, are expensed as incurred until such time that proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. Companies in the Production Stage, as defined by the SEC, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. We are in the Exploration Stage which has resulted in our Company reporting larger losses than if it had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to ongoing mine development activities. Additionally, there would be no corresponding depletion allocated to future reporting periods of our Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we had been in the Production Stage. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method when the underlying property is converted to the Production Stage. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage. Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023 - 07 are also required for public entities with a single reportable segment. The ASU is effective for the Company’s Annual Report on Form 10 -K for the fiscal year ended January 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures. The ASU expands public entities' income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The ASU will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. NOTE 3: INVENTORIES As at January 31, 2024 , we held 1,166,000 ( July 31, 2023 : 171,000 ) pounds of purchased uranium concentrate inventory. Costs of inventories consist of the following: January 31, 2024 July 31, 2023 Material and supplies $ 204 $ 228 Uranium concentrates from production 178 178 Purchased uranium inventories 63,019 5,801 $ 63,401 $ 6,207 As of January 31, 2024 , our uranium inventory purchase commitments for the next five fiscal years are as the follows: Purchase Commitments in Pounds Purchase Price Fiscal 2024 300,000 $ 12,355 Fiscal 2025 600,000 23,120 Fiscal 2026 100,000 3,620 Total 1,000,000 $ 39,095 12 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 4: MINERAL RIGHTS AND PROPERTIES Mineral Rights As at January 31, 2024 , we own mineral rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay. These mineral rights were acquired through staking, purchase or lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium or titanium. As of January 31, 2024 , annual maintenance payments of approximately $ 4,106 will be required to maintain these mineral rights. As at January 31, 2024 , the carrying value of our mineral rights and properties were as follows: Costs United States Canada Paraguay Total Balance, July 31, 2023 $ 172,440 $ 384,607 $ 15,014 $ 572,061 Additions 50 1,340 - 1,390 Foreign exchange difference - ( 3,365 ) - ( 3,365 ) Balance, January 31, 2024 172,490 382,582 15,014 570,086 Accumulated Amortization and Impairment United States Canada Paraguay Total Balance, July 31, 2023 ( 6,389 ) ( 112 ) - ( 6,501 ) Foreign exchange difference - 3 - 3 Balance, January 31, 2024 ( 6,389 ) ( 109 ) - ( 6,498 ) Carrying Value Balance, July 31, 2023 $ 166,051 $ 384,495 $ 15,014 $ 565,560 Balance, January 31, 2024 $ 166,101 $ 382,473 $ 15,014 $ 563,588 NOTE 5: PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following: January 31, 2024 July 31, 2023 Cost Accumulated Net Book Cost Accumulated Net Book Depreciation Value Depreciation Value Plant and Processing Facilities $ 19,347 $ ( 2,348 ) $ 16,999 $ 19,145 $ ( 1,998 ) $ 17,147 Mining Equipment 3,501 ( 2,560 ) 941 2,915 ( 2,478 ) 437 Logging Equipment and Vehicles 2,838 ( 2,111 ) 727 2,799 ( 1,989 ) 810 Computer Equipment 309 ( 288 ) 21 306 ( 280 ) 26 Furniture and Fixtures 244 ( 183 ) 61 198 ( 180 ) 18 Buildings 338 ( 95 ) 243 297 ( 87 ) 210 Land 1,080 - 1,080 1,080 - 1,080 $ 27,657 $ ( 7,585 ) $ 20,072 $ 26,740 $ ( 7,012 ) $ 19,728 13 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 6: RESTRICTED CASH Restricted cash includes cash and cash equivalents and money market funds as collateral for various bonds posted in favor of applicable state regulatory agencies in Arizona, Texas and Wyoming, and for estimated reclamation costs associated with our plants, processing facilities and various projects. Restricted cash will be released upon completion of reclamation of a mineral property or restructuring of a surety and collateral arrangement. Restricted cash consisted of the following: January 31, 2024 July 31, 2023 Balance, beginning of year $ 7,251 $ 7,251 Balance, end of year $ 7,251 $ 7,251 Cash, cash equivalents and restricted cash are included in the following accounts: January 31, 2024 July 31, 2023 Cash and cash equivalents $ 82,287 $ 45,614 Restricted cash 7,251 7,251 Total cash, cash equivalents and restricted cash $ 89,538 $ 52,865 Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. The maximum credit risk of these assets is the carrying amount less amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S. Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent. The Company does not consider any of its financial assets to be impaired as of January 31, 2024 . 14 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 7: EQUITY-ACCOUNTED INVESTMENTS During the six months ended January 31, 2024 , we participated in an equity financing and acquired an additional 1,930,750 common shares of Uranium Royalty Corp. ("URC") at a price of $ 2.94 per share for total consideration of $ 5,676 . As at January 31, 2024 , we owned 16,930,750 shares of URC, representing a 15.0 % ( July 31, 2023 : 14.9 %) interest in URC. In addition, two of our officers are members of URC's board of directors. Furthermore, one of these officers also holds an executive position within URC. As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during the three and six months ended January 31, 2024 . Should URC’s outstanding options and warrants be fully exercised, the Company’s ownership interest would decrease from 15.0 % to 13.0 %. URC is a public company listed on the Toronto Stock Exchange with the trading symbol “URC” and on NASDAQ with the trading symbol “UROY”. As at January 31, 2024 , the fair value of our investment in URC was approximately $ 57.2 million ( July 31, 2023 : $ 34.2 million) and the carrying amount of URC was $ 32.3 million ( July 31, 2023 : $ 24.6 million). As at January 31, 2024 , we owned 50 % of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”) acquired through our acquisition of UEX Corporation completed on August 19, 2022 ( the "UEX Acquisition"). JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada. The Company’s 50 % interest in JCU is a joint venture, which is accounted for using the equity method. We incurred $ 12 and $ 43 in exploration expenditures on behalf of JCU for the three and six months ended January 31, 2024 . As at January 31, 2024 , the amount receivable from JCU totaled $ 8 ( July 31, 2023 : $ 201 ). During the six months ended January 31, 2024 , the changes in carrying value of our equity-accounted investments are summarized as follows: Balance, July 31, 2023 $ 48,110 Addition in URC 5,676 Capital contribution to JCU 1,645 Share of income (loss) from URC and JCU 1,221 Gain on dilution of ownership interest in URC 431 Foreign exchange difference ( 630 ) Balance, January 31, 2024 $ 56,453 For the three and six months ended January 31, 2024 and 2023 , income (loss) from our equity-accounted investments consisted of the following: Three Months Ended January 31, 2024 Six Months Ended January 31, 2024 2023 2024 2023 Share of income (loss) $ 182 $ ( 506 ) $ 1,221 $ ( 701 ) Gain on dilution of ownership interest 10 390 431 616 Total $ 192 $ ( 116 ) $ 1,652 $ ( 85 ) Subsequent to January 31, 2024, we participated in an equity financing and acquired an additional 1,047,614 common shares of URC at a price of $ 3.40 per share for total consideration of $ 3.6 million. 15 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 8: INVESTMENTS IN EQUITY SECURITIES During the six months ended January 31, 2024 , the changes in our investments in equity securities are summarized as follows: Balance, July 31, 2023 $ 38,656 Dispositions ( 3,008 ) Additions 5,548 Gain on revaluation of equity securities 37,389 Foreign exchange difference ( 2 ) Balance, January 31, 2024 $ 78,583 The cumulative revaluation adjustment since acquisition of the equity securities held at January 31, 2024 is a gain of $ 22,359 . NOTE 9: ASSET RETIREMENT OBLIGATIONS Asset retirement obligations (“ARO”s) relate to future remediation and decommissioning activities for our plants, processing facilities and various projects, and are summarized as follows: Balance, July 31, 2023 $ 18,670 Accretion 487 Liabilities settled in cash ( 22 ) Balance, January 31, 2024 19,135 Asset retirement obligations, current 1,493 Asset retirement obligations, non-current $ 17,642 The estimated amounts and timing of cash flows and assumptions used for ARO estimates are as follows: January 31, 2024 July 31, 2023 Undiscounted amount of estimated cash flows $ 29,042 $ 29,064 Payable in years 1 to 23 1 to 23 Inflation rate 1.56 % to 5.32 % 1.56 % to 5.32 % Discount rate 3.72 % to 6.35 % 3.72 % to 6.35 % Our undiscounted amounts of estimated cash flows for the next five fiscal years and beyond are as follows: Fiscal 2024 $ 1,493 Fiscal 2025 1,472 Fiscal 2026 2,489 Fiscal 2027 2,509 Fiscal 2028 1,990 Remaining balance 19,089 $ 29,042 16 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 10: DERIVATIVE LIABILITIES On August 19, 2022, the Company issued replacement warrants (each, a "Replacement Warrant") in connection with the UEX Acquisition. The Replacement Warrants are accounted for as derivative liabilities as the exercise prices of the Replacement Warrants are denominated in Canadian dollars which differs from our functional currency. As at January 31, 2024 , the fair value of the Replacement Warrants was estimated using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy: Exercise Price in U.S. dollars 2.40 0 to 3.31 31 Exercise Price in Canadian dollars CA$3.22 to CA$4.44 Expected Risk Free Interest Rate 5.02 % Expected Volatility 47.40 % Expected Life in Years 0.6 Expected Dividend Yield 0 % The movement in derivative liabilities during the period is as follows: Balance, July 31, 2023 $ 4,313 Exercise of Replacement Warrants ( 1,229 ) Change in fair value during the period 11,963 Balance, January 31, 2024 $ 15,047 As at January 31, 2024, the number of Replacement Warrants outstanding was 3,372,992 with an expiry date of September 7, 2024 (refer to Note 11). NOTE 11: CAPITAL STOCK Equity Financing On May 17, 2021, we filed a Form S- 3 shelf registration statement under the United States Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the SEC on June 1, 2021, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of up to an aggregate offering amount of $ 200 million (the “2021 Shelf”), which included an at-the-market offering agreement prospectus (the “May 2021 ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $ 100 million as part of the $ 200 million under the 2021 Shelf. On May 14, 2021, we entered into an at-the-market offering agreement (the “2021 ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the “2021 ATM Managers”) as set forth in the 2021 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $ 100 million through the 2021 ATM Managers selected by us. On November 26, 2021, we filed a prospectus supplement to our 2021 Shelf with respect to the continuation of the May 2021 ATM Offering Agreement with the 2021 ATM Managers under which we may, if eligible, from time to time, sell shares of our common stock having an aggregate offering price of up to an additional $ 100 million for a total of $ 200 million through the 2021 ATM Managers selected by us (the “November 2021 ATM Offering”; and, collectively with the May 2021 ATM Offering, the “2021 ATM Offering”). On November 16, 2022, we filed a Form S- 3 automatic shelf registration statement under the Securities Act, which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for and units which include common stock, debt securities, warrants or any combination thereof (the “2022 Shelf”), which included an at-the-market offering agreement prospectus (the “2022 ATM Offering”; and, collectively, with the 2021 ATM Offering, the “ATM Offerings”) covering the offering, issuance and sale of up to a maximum offering of $ 300 million under the 2022 Shelf. 17 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) On November 16, 2022, we also entered into an at-the-market offering agreement (the “2022 ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the “2022 ATM Managers”) as set forth in the 2022 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $ 300 million through the 2022 ATM Managers selected by us. During the three and six months ended January 31, 2024 , we issued 10,418,029 and 21,188,029 shares of the Company’s common stock under the ATM Offerings for net cash proceeds of $ 73,238 and $ 129,508 , respectively. Subsequent to January 31, 2024 , we issued a further 1,700,000 shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $ 13,390 . Share Purchase Warrants A continuity schedule of our outstanding share purchase warrants for the three and six months ended January 31, 2024 , is as follows: Number of Weighted Average Warrants Exercise Price Balance, July 31, 2023 3,857,030 $ 3.31 Exercised ( 302,220 ) 2.53 Balance, January 31, 2024 3,554,810 $ 3.38 A summary of our share purchase warrants outstanding and exercisable as of January 31, 2024, is as follows: Number of Weighted Average Remaining Weighted Average Warrants Contractual Exercise Price Outstanding Life (Years) Expiry Date $ 3.34 3,372,992 0.60 September 7, 2024 4.13 181,818 2.18 April 5, 2026 $ 3.38 3,554,810 0.68 During the three and six months ended January 31, 2024, we received cash proceeds totaling $ 737 from the exercise of share purchase warrants and cash advances of $ 517 for warrants to be exercised in the future period. Subsequent to January 31, 2024, 994,702 warrants with an expiry date of September 7, 2024 were exercised and proceeds of $ 3,262 were received. 18 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 12: STOCK-BASED COMPENSATION Stock Options A continuity schedule of our outstanding stock options for the three and six months ended January 31, 2024 , is as follows: Number of Stock Weighted Average Options Exercise Price Balance, July 31, 2023 8,326,983 $ 1.92 Granted 17,500 5.04 Exercised ( 608,182 ) 1.69 Cancelled/Forfeited ( 191,259 ) 1.59 Expired ( 27,000 ) 3.69 Balance, October 31, 2023 7,518,042 1.94 Granted 10,000 7.63 Exercised ( 878,503 ) 1.45 Balance, January 31, 2024 6,649,539 $ 2.01 The table below sets forth the number of shares issued and cash received upon exercise of our stock options: Three Months Ended January 31, Six Months Ended January 31, 2024 2023 2024 2023 Number of Options Exercised on Cash Basis 100,425 - 289,675 138,537 Number of Options Exercised on Forfeiture Basis 778,078 197,110 1,197,010 2,389,795 Total Number of Options Exercised 878,503 197,110 1,486,685 2,528,332 Number of Shares Issued on Cash Exercise 100,425 - 289,675 138,537 Number of Shares Issued on Forfeiture Basis 569,574 94,302 826,185 1,360,366 Total Number of Shares Issued Upon Exercise of Options 669,999 94,302 1,115,860 1,498,903 Cash Received from Exercise of Stock Options $ 137 $ - $ 400 $ 206 Total Intrinsic Value of Options Exercised $ 4,561 $ 381 $ 6,591 $ 5,976 19 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) A continuity schedule of our outstanding unvested stock options as of January 31, 2024 , and the changes during the period, is as follows: Number of Unvested Stock Options Weighted Average Grant-Date Fair Value Balance, July 31, 2023 1,803,265 $ 2.28 Granted 17,500 3.36 Cancelled/Forfeited ( 12,300 ) 2.37 Vested ( 133,062 ) 2.18 Balance, October 31, 2023 1,675,403 2.29 Granted 10,000 5.05 Vested ( 429,513 ) 2.39 Balance, January 31, 2024 1,255,890 $ 2.28 For the six months ended January 31, 2024 , the fair value of the stock options granted was estimated using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy: Exercise Price 4.72 2 to 7.63 63 Expected Risk Free Interest Rate 3.99 % to 4.67 % Expected Volatility 79.30 % to 79.53 % Expected Life in Years 5 Expected Dividend Yield 0.00 % As at January 31, 2024 , the aggregate intrinsic value of all of our outstanding stock options was estimated at $ 37,408 (vested: $ 32,300 and unvested: $ 5,108 ). As at January 31, 2024 , our unrecognized compensation cost related to unvested stock options was $ 1,508 , which is expected to be recognized over 1.08 years. A summary of our stock options outstanding and exercisable as of January 31, 2024 , is as follows: Options Outstanding Options Exercisable Weighted Weighted Average Average Range of Weighted Remaining Weighted Remaining Exercise Outstanding at Average Contractual Exercisable at Average Contractual Prices January 31, 2024 Exercise Price Term (Years) January 31, 2024 Exercise Price Term (Years) $0.80 to $0.99 2,402,500 $ 0.92 5.99 2,402,500 $ 0.92 5.99 $1.00 to $1.99 1,350,000 1.11 6.34 1,350,000 1.11 6.34 $2.00 to $2.99 608,399 2.24 7.43 608,399 2.24 7.43 $3.00 to $3.99 2,258,640 3.60 8.68 1,030,562 3.72 8.40 $4.00 to $4.99 7,500 4.48 9.31 625 4.72 9.60 $5.00 to $5.99 12,500 5.16 9.66 1,563 5.16 9.66 $7.00 to $7.63 10,000 7.63 9.98 - - - 6,649,539 $ 2.01 7.12 5,393,649 $ 1.65 6.70 20 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) Restricted Stock Units A summary of our outstanding and unvested restricted stock units (“RSU”s) as of January 31, 2024 , is as follows: Number of Restricted Stock Grant Date Remaining Life Aggregate Grant Date Units Fair Value (Years) Intrinsic Value July 21, 2021 135,875 2.15 0.47 1,038 May 1, 2022 39,216 4.25 1.25 300 July 29, 2022 184,023 3.98 1.49 1,406 July 31, 2023 620,386 3.32 2.50 4,740 January 2, 2024 1,166 6.44 2.92 9 January 22, 2024 8,919 7.63 2.98 68 989,585 $ 3.36 1.98 $ 7,561 During the three and six months ended January 31, 2024 , our stock-based compensation related to RSUs was $ 437 and $ 873 ( three and six months ended January 31, 2023 : $ 293 and $ 586 ), respectively. As at January 31, 2024 , our unrecognized compensation costs related to unvested RSUs totaled $ 1,858 , which is expected to be recognized over a period of approximately 1.52 years. Performance Based Restricted Stock Units During the three and six months ended January 31, 2024 , stock-based compensation related to the amortization of target performance based restricted stock units (“PRSU”s) totaled $ 176 and $ 353 ( three and six months ended January 31, 2023 : $ 99 and $ 198 ). As at January 31, 2024 , unrecognized compensation costs relating to unvested PRSUs totaled $ 1,154 , which is expected to be recognized over a period of approximately 2.08 years. Stock-Based Compensation A summary of our stock-based compensation expense as of January 31, 2024 , is as follows: Three Months Ended Six Months Ended January 31, January 31, 2024 2023 2024 2023 Stock-Based Compensation for Consultants Common stock issued to consultants $ - $ 127 $ - $ 275 Amortization of stock option expenses 94 144 215 372 94 271 215 647 Stock-Based Compensation for Management Amortization of stock option expenses 160 95 368 228 Amortization of RSU and PRSU expenses 595 353 1,189 707 755 448 1,557 935 Stock-Based Compensation for Employees Common stock issued to employees - 240 - 487 Amortization of stock option expenses 445 454 1,077 1,127 Amortization of RSU expenses 18 39 35 77 463 733 1,112 1,691 $ 1,312 $ 1,452 $ 2,884 $ 3,273 21 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 13: SALES AND SERVICE REVENUE AND COST OF SALES AND SERVICES The table below provides a breakdown of our sales and service revenue and cost of sales and service revenue: Three Months Ended January 31, Six Months Ended January 31, 2024 2023 2024 2023 Sales of purchased uranium inventory $ - $ 47,836 $ - $ 105,045 Revenue from toll processing services 116 95 224 178 Total sales and service revenue $ 116 $ 47,931 $ 224 $ 105,223 Cost of purchased uranium inventory $ - $ ( 33,282 ) $ - $ ( 76,647 ) Cost of toll processing services ( 97 ) ( 79 ) ( 187 ) ( 148 ) Total cost of sales and services $ ( 97 ) $ ( 33,361 ) $ ( 187 ) $ ( 76,795 ) The table below provides a breakdown of major customers: Three Months Ended January 31, Six Months Ended January 31, 2024 2023 2024 2023 Customer A 0 % 32 % 0 % 19 % Customer B 0 % 0 % 0 % 24 % Customer C 0 % 10 % 0 % 5 % Customer D 0 % 10 % 0 % 9 % Customer E 0 % 37 % 0 % 17 % Customer F 0 % 0 % 0 % 7 % Customer G 0 % 0 % 0 % 5 % Customer H 100 % 11 % 100 % 14 % 100 % 100 % 100 % 100 % 22 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 14: INCOME (LOSS) PER SHARE The following table reconciles the weighted average number of shares used in the calculation of our basic and diluted income (loss) per share: Three Months Ended January 31, Six Months Ended January 31, Numerator 2024 2023 2024 2023 Net Income for the Period $ 2,250 $ 10,892 $ 5,571 $ 7,136 Denominator Basic Weighted Average Number of Shares 394,024,127 369,608,851 388,202,403 353,199,789 Dilutive Effect of Stock Awards and Warrants 9,155,552 8,216,694 9,155,553 8,216,694 Diluted Weighted Average Number of Shares 403,179,679 377,825,545 397,357,956 361,416,483 Net Income Per Share - Basic $ 0.01 $ 0.03 $ 0.01 $ 0.02 Net Income Per Share - Diluted $ 0.01 $ 0.03 $ 0.01 $ 0.02 NOTE 15: SEGMENTED INFORMATION We currently operate in one reportable segment which is focused on uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates. The tables below provide a breakdown of the long-term assets by geographic area: January 31, 2024 Balance Sheet Items United States Canada Paraguay Total Mineral Rights and Properties $ 166,101 $ 382,473 $ 15,014 $ 563,588 Property, Plant and Equipment 18,945 754 373 20,072 Restricted Cash 7,251 - - 7,251 Equity-Accounted Investments - 56,453 - 56,453 Investment in Equity Securities - 78,583 - 78,583 Other Non-Current Assets 3,016 334 - 3,350 Total Long-Term Assets $ 195,313 $ 518,597 $ 15,387 $ 729,297 July 31, 2023 Balance Sheet Items United States Canada Paraguay Total Mineral Rights and Properties $ 166,051 $ 384,495 $ 15,014 $ 565,560 Property, Plant and Equipment 19,221 145 362 19,728 Restricted Cash 7,251 - - 7,251 Equity-Accounted Investment - 48,110 - 48,110 Investment in Equity Securities - 38,656 - 38,656 Other Non-Current Assets 2,965 114 - 3,079 Total Long-Term Assets $ 195,488 $ 471,520 $ 15,376 $ 682,384 23 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) The table below provides a breakdown of our operating results by geographic area. All intercompany transactions have been eliminated. Three Months Ended January 31, 2024 Statement of Operations United States Canada Paraguay Total Sales and service revenue $ 116 $ - $ - $ 116 Cost of sales and services ( 97 ) - - ( 97 ) Gross profit 19 - - 19 Operating Costs: Mineral property expenditures 3,784 2,824 83 6,691 General and administrative 3,187 1,724 ( 16 ) 4,895 Depreciation, amortization and accretion 525 26 1 552 Total operating costs 7,496 4,574 68 12,138 Income (loss) from operations ( 7,477 ) ( 4,574 ) ( 68 ) ( 12,119 ) Other income (expenses) ( 198 ) 15,562 8 15,372 Income (loss) before income taxes $ ( 7,675 ) $ 10,988 $ ( 60 ) $ 3,253 Three Months Ended January 31, 2023 Statement of Operations United States Canada Paraguay Total Sales and service revenue $ 47,931 $ - $ - $ 47,931 Cost of sales and services ( 33,361 ) - - ( 33,361 ) Gross profit 14,570 - - 14,570 Operating Costs: Mineral property expenditures 2,926 777 444 4,147 General and administrative 3,617 1,198 14 4,829 Depreciation, amortization and accretion 505 ( 1 ) 2 506 Total operating costs 7,048 1,974 460 9,482 Income (loss) from operations 7,522 ( 1,974 ) ( 460 ) 5,088 Other income (expenses) 3,038 2,351 ( 1 ) 5,388 Income (loss) before income taxes $ 10,560 $ 377 $ ( 461 ) $ 10,476 24 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) Six Months Ended January 31, 2024 Statement of Operations United States Canada Paraguay Total Sales and service revenue $ 224 $ - $ - $ 224 Cost of sales and services ( 187 ) - - ( 187 ) Gross profit 37 - - 37 Operating Costs: Mineral property expenditures 7,514 4,441 422 12,377 General and administrative 7,150 2,900 45 10,095 Depreciation, amortization and accretion 1,032 35 2 1,069 Total operating costs 15,696 7,376 469 23,541 Income (loss) from operations ( 15,659 ) ( 7,376 ) ( 469 ) ( 23,504 ) Other income (expenses) ( 389 ) 27,654 8 27,273 Income (loss) before income taxes $ ( 16,048 ) $ 20,278 $ ( 461 ) $ 3,769 Six Months Ended January 31, 2023 Statement of Operations United States Canada Paraguay Total Sales and service revenue $ 105,223 $ - $ - $ 105,223 Cost of sales and services ( 76,795 ) - - ( 76,795 ) Gross profit 28,428 - - 28,428 Operating Costs: Mineral property expenditures 5,596 1,835 767 8,198 General and administrative 7,926 2,593 32 10,551 Depreciation, amortization and accretion 985 10 3 998 Total operating costs 14,507 4,438 802 19,747 Income (loss) from operations 13,921 ( 4,438 ) ( 802 ) 8,681 Other income (expenses) ( 957 ) ( 1,033 ) - ( 1,990 ) Income (loss) before income taxes $ 12,964 $ ( 5,471 ) $ ( 802 ) $ 6,691 25 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations (Expressed in thousands of U.S. dollars, except per share and per pound amounts) The following management ’ s discussion and analysis of the Company ’ s financial condition and results of operations (the “ MD&A ” ) contain forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations. In evaluating these statements you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Form 10-Q Quarterly Report for the six months ended January 31, 2024, and our Form 10-K Annual Report for the fiscal year ended July 31, 2023, including the consolidated financial statements and related notes contained therein. These factors, or any one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement made in this Quarterly Report. Refer to “ Cautionary Note Regarding Forward-looking Statements ” as disclosed in our Form 10-K Annual Report for the fiscal year ended July 31, 2023, and Item 1A, Risk Factors, under Part II - Other Information, of this Quarterly Report. Introduction This MD&A is focused on material changes in our financial condition from July 31, 2023, our most recently completed year end, to January 31, 2024, and our results of operations for the three and six months ended January 31, 2024, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, as contained in our Form 10-K Annual Report for Fiscal 2023. Business We are primarily engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing, on uranium projects located in the United States, Canada and the Republic of Paraguay, as more fully described in our Form 10-K Annual Report for Fiscal 2023. We utilize ISR mining where possible which we believe, when compared to conventional open pit or underground mining, requires lower capital and operating expenditures with a shorter lead time to extraction and a reduced impact on the environment. We have two ISR Mines which utilize ISR mining to extract U 3 O 8 or yellowcake. We do not expect, however, to utilize ISR mining for all of our uranium projects in which case we would expect to rely on conventional open pit and/or underground mining techniques. We have one uranium mine located in the State of Texas, our Palangana Mine, which utilizes ISR mining and commenced extraction of U 3 O 8 , or yellowcake, in November 2010. We have one uranium processing facility located in the State of Texas, our Hobson Processing Facility, which processes material from our ISR Mines into drums of U 3 O 8 , our only sales product and source of revenue, for shipping to a third-party storage and sales facility. As at January 31, 2024, we had no uranium supply or "off-take" agreements in place. Future sales of U 3 O 8 are therefore expected to generally occur through the uranium spot market, with any fluctuations in the market price continuing to have a direct impact on our revenues and cash flows. In Texas, our fully-licensed and 100% owned Hobson Processing Facility forms the basis for our regional operating strategy in the State of Texas, specifically the South Texas Uranium Belt where we utilize ISR mining. We utilize a “hub-and-spoke” strategy whereby the Hobson Processing Facility, which has a physical capacity to process uranium-loaded resins up to a total of two million pounds of U 3 O 8 annually and is licensed to process up to one million pounds of U 3 O 8 annually, acts as the central processing site (the “hub”) for our Palangana Mine, and future satellite uranium mining activities, such as our Burke Hollow and Goliad Projects, located within the South Texas Uranium Belt (the “spokes”). On August 19, 2022, we completed the acquisition of UEX Corporation ("UEX") through a plan of arrangement (the UEX Acquisition). UEX is a Canadian uranium and cobalt exploration and development company involved with a portfolio of uranium projects. UEX’s directly-owned portfolio of projects is located in the eastern, western and northern perimeters of the Athabasca Basin in Saskatchewan, Canada, one of the world’s richest uranium regions. In addition to advancing its uranium projects through its ownership interest in a joint venture entity, UEX is currently advancing several other uranium deposits in the Athabasca Basin, which include the Paul Bay, Ken Pen and Ōrora deposits at the Christie Lake Project, the Kianna, Anne, Colette and 58B deposits at its currently 49.1%-owned Shea Creek Project, the Horseshoe and Raven deposits located on its 100%-owned Horseshoe-Raven Project and the West Bear Uranium Deposit located at its 100%-owned West Bear Project. 26 Table of Contents On October 14, 2022, we acquired, through our subsidiary, UEC Resources (SK) Corp., Roughrider Mineral Holdings Inc., a Saskatchewan corporation and wholly-owned subsidiary of Rio Tinto Fer Et Titane Inc., which, in turn, owns all of the issued and outstanding shares of Roughrider Mineral Assets Inc., also a Saskatchewan corporation, that holds certain mineral leases totaling approximately 598 hectares in northern Saskatchewan that is commonly referred to as the “Roughrider Project” located in the Athabasca Basin in Saskatchewan, Canada. On August 4, 2023, we acquired a portfolio of exploration-stage projects in the Athabasca Basin for CAD$1.5 million from Rio Tinto Exploration Canada Inc., a subsidiary of Rio Tinto Inc. With this transaction, we added an additional 44,444 acres of prospective ground in the Athabasca Basin to our existing portfolio. We also hold certain mineral rights in various stages in the States of Arizona, New Mexico, Texas and Wyoming, and in Canada and in the Republic of Paraguay, many of which are located in historically successful mining areas and have been the subject of past exploration and pre-extraction activities by other mining companies. Our operating and strategic framework is based on expanding our uranium extraction activities, which includes advancing certain uranium projects with established mineralized materials towards uranium extraction and establishing additional mineralized materials on our existing uranium projects or through acquisition of additional uranium projects. Key Issues Since commencing uranium extraction at our Palangana Mine in November 2010, we have been focused primarily on our South Texas uranium mining activities. Since the completion of the U1A acquisition in December 2021 (the "U1A Acquisition"), we expanded our footprints in Wyoming with our Wyoming hub-and-spoke operations. The acquisition of UEX in August 2022 and the acquisition of Roughrider Mineral Holdings Inc. in October 2022 further expanded our footprint in Canada and, in particular, the Athabasca Basin in Saskatchewan. In the meantime, we continue to establish additional uranium mines through exploration and pre-extraction activities and direct acquisitions in both the U.S. and Paraguay, all of 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. Our operations are capital intensive, and we will require significant additional financing to continue with our exploration and pre-extraction activities and acquire additional uranium projects. Historically, we have been reliant primarily on equity financings from the sale of our common stock and, for Fiscal 2014 and Fiscal 2013, on debt financing, in order to fund our operations. We have also relied on cash flows generated from our mining activities during Fiscal 2015, Fiscal 2013 and Fiscal 2012 and have relied on cash flows generated from the sales of our purchased uranium inventories under our physical uranium program to fund our operations since Fiscal 2022. However, we have yet to achieve consistent profitability or develop consistent positive cash flow from operations. 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 electricity generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or additional joint venture arrangements, to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us. Our inability to obtain additional financing would have a negative impact on our operations, including delays, curtailment or abandonment of any one or all of our uranium projects. We have not established proven or probable reserves through the completion of a final or bankable feasibility study for any of the mineral projects we operate. We have established the existence of mineralized materials for certain uranium projects, including our ISR Mines. Since we commenced uranium extraction at our ISR Mines without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated. 27 Table of Contents The Palangana Mine was our sole source to generate sales revenues from the sales of U 3 O 8 during Fiscal 2015, Fiscal 2013 and Fiscal 2012. The economic viability of our mining activities, including the expected duration and profitability of our ISR Mines, of any future satellite ISR mines, such as our Burke Hollow, Goliad, Ludeman, Antelope and Charlie Projects, and of our recently acquired traditional uranium mines in the Athabasca Basin in Saskatchewan, Canada, has many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct a mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow. As at January 31, 2024, we had no uranium supply or off-take agreements in place. Future sales of U 3 O 8 are therefore expected to generally occur through the uranium spot market, with any fluctuations in the market price continuing to have a direct impact on our revenues and cash flows. Uranium Market Developments The uranium market is being driven by a macro demand for more electricity generation and an unprecedented global push to decarbonize electrical grids, among other factors. There is a growing realization that the highly reliable, safe, baseload power nuclear energy provides must be a part of any clean energy platform. Governments around the globe are also pursuing strategies to increase energy independence for national security interests that dovetail well with nuclear power as a key component in their energy mix. Over the past few years, global uranium market fundamentals have improved as the market began a transition from being an inventory driven to a production driven market. The spot market bottomed out in November 2016 at about US$17.75 per pound U 3 O 8 but has since shown appreciation to US$95.00 per pound on February 29, 2024 (UxC LLC Ux U 3 O 8 Daily Price). Underinvestment in mining operations over the past decade has been a major factor contributing to a structural deficit that has evolved between global uranium production and reactor requirements. Production from existing uranium mines has also been a contributing factor with some large producers reducing previously planned production. Over the next two years, the mid-case gap is projected to be more than 50 million pounds U 3 O 8 and by 2033 accumulates to a total above 400 million pounds (UxC 2023 Q4 Uranium Market Outlook). For context, the U.S. reactor fleet consumes almost 45 million pounds per year (U.S. Energy Information Administration, June 13, 2023 - Uranium Marketing Annual Report). The current gap is being filled with secondary market sources, including finite inventory that has been declining and is projected to decline further in coming years. Secondary supply is also likely to be further reduced with western enrichers reversing operations from underfeeding to overfeeding that requires more uranium to increase the production of enrichment services. As secondary supplies continue to diminish, and as existing mines deplete resources, new production will be needed to meet existing and future utility demand. The timeline for new mining projects can be 10 years or longer and will require prices high enough to stimulate new mining investments. Since 2022, uranium supply has become more complicated due to Russia's invasion of Ukraine with their state-controlled company, Rosatom, being a significant supplier of nuclear fuel around the globe. Economic sanctions, transportation restrictions, pending legislation and buyer avoidance of Russian fuel is causing a fundamental change to the nuclear fuel markets. Additionally, the 2023 coup in Niger has underscored jurisdictional risk with that country accounting for about 5% of global uranium production and about 25% of European Union supply in 2022 (World Nuclear Association “WNA” - Uranium in Niger August 2023 / Reuters - France and EU August 2023). U.S. and European utilities are shifting more focus to security of supply with production from areas of low geopolitical risk. In addition, legislation is in process to help shore up the U.S. nuclear fuel supply chain with appropriations and banning Russian uranium. While not completely finalized, it is anticipated that the related legislation and funding will eventually pass in the U.S. Congress and be signed into law On the demand side of the equation, the global nuclear energy industry continues robust growth, with 66 new reactors connected to the grid from 2014 through 2023 with another 62 reactors under construction (International Atomic Energy Association Power Reactor Information System “PRIS” and WNA February 2023). During 2023, five new reactors were connected to the grid, two have restarted after suspended operations (Takahama 1&2) and five reactors were permanently shut down (PRIS). Total nuclear generating capacity at the beginning of 2024 stands at 392 GWe (WNA). At COP28, 22 countries, including the U.S., Canada, France, Japan and the United Kingdom, signed a declaration to triple nuclear energy by 2050, further supporting additional growth for the nuclear industry and uranium demand. 28 Table of Contents Additional upside market pressure is also occurring as utilities continue their return to a longer-term contracting cycle to replace expiring contracts. Cumulative uncommitted demand through 2033 totals ~817 million pounds (UxC Uranium Market Overview Q4 2023). Increasing demand is also evident from financial entities and various producers continuing to purchase significant quantities of drummed uranium inventory, further removing near term supply and adding to the strong fundamentals supporting the uranium market. Results of Operations For the three and six months ended January 31, 2024, we recorded sales and service revenue of $116 and $224 and realized gross profit of $19 and $37, respectively, from toll processing services. We did not sell purchased uranium inventory to date in Fiscal 2024. For the three and six months ended January 31, 2023, we recorded sales and service revenue of $47,931 and $105,223 and realized gross profit of $14,570 and $28,428, respectively, from sales of purchased uranium inventory and toll processing services. For the three and six months ended January 31, 2024, we recorded a net income of $2,250 ($0.01 per share) and $5,571 ($0.01 per share), and losses from operations of $12,119 and $23,504, respectively. During the three and six months ended January 31, 2023, we recorded net income of $10,892 ($0.03 per share) and $7,136 ($0.02 per share) and income from operations of $5,088 and $8,681, respectively. During the three and six months ended January 31, 2024, we continued with our strategic plan for reduced operations at our Palangana Mine, and we continued reduced operations at the Christensen Ranch Mine, to capture residual pounds of U 3 O 8 only. As a result, no uranium concentrate was extracted at our ISR Mines and processed at the Hobson and the Irigaray Processing Facilities during the period. Since the acquisition of UEX and Roughrider Mineral Holdings Inc., we have increased our exploration activities in Canada. While we remain in a state of operational readiness, uranium extraction expenditures incurred at our ISR Mines, which are directly related to regulatory/mine permit compliance, lease maintenance obligations and maintaining a necessary labor force, are being charged to our consolidated statement of operations. We established our physical uranium program to purchase drummed uranium at prevailing spot prices which are below most global industry mining costs in Fiscal 2021 (the “Physical Uranium Program”). As of January 31, 2024, we have 1,000,000 pounds of uranium inventory purchase commitments outstanding for a total purchase price of $39,095. Various deliveries are scheduled to occur from Fiscal 2024 into Fiscal 2026 at a weighted average price of $39.10 per pound of uranium. During the three and six months ended January 31, 2024, as part of our Physical Uranium Program, we purchased 995,000 pounds of uranium concentrates with a total cost of $57,003. As of January 31, 2023, the carrying value of our uranium concentrate inventories was $63,019 (July 31, 2023: $5,801). Sales and Service Revenue For the three and six months ended January 31, 2024, we recorded revenue from toll processing services of $116 and $224, respectively, which was generated from processing uranium resins. The table below provides a breakdown of our sales and service revenue and cost of sales and services: Three Months Ended January 31, Six Months Ended January 31, 2024 2023 2024 2023 Sales of purchased uranium inventory $ - $ 47,836 $ - $ 105,045 Revenue from toll processing services 116 95 224 178 Total sales and service revenue $ 116 $ 47,931 $ 224 $ 105,223 Cost of purchased uranium inventory $ - $ (33,282 ) $ - $ (76,647 ) Cost of toll processing services (97 ) (79 ) (187 ) (148 ) Total cost of sales and services $ (97 ) $ (33,361 ) $ (187 ) $ (76,795 ) Operating Costs Mineral Property Expenditures Mineral property expenditures primarily consisted of costs relating to permitting, property maintenance, exploration and pre-extraction activities and other non-extraction related activities on our mineral projects. 29 Table of Contents The following table provides the nature of mineral property expenditures for the periods indicated: Three Months Ended January 31, Six Months Ended January 31, 2024 2023 2024 2023 Permitting and compliance $ 456 $ 145 $ 1,339 $ 198 Property maintenance 962 895 1,947 1,734 Exploration 2,915 2,150 5,317 4,152 Development 1,119 33 1,645 393 Production readiness 1,239 924 2,129 1,721 Total $ 6,691 $ 4,147 $ 12,377 $ 8,198 During the three and six months ended January 31, 2024, exploration expenditures, such as drilling and preliminary economic assessments, were primarily spent on the following projects: ● Burke Hollow Project: $802 and $2,089 (January 31, 2023: $686 and $1,244), respectively; ● Roughrider Project: $1,231 and $1,258 (January 31, 2023: $10 and $10), respectively; and ● Christensen Ranch Mine: $443 and $860 (January 31, 2023: $43 and $47), respectively. During the three and six months ended January 31, 2024, production readiness expenditures were primarily spent on the following projects: ● Christensen Ranch Mine: $523 and $964 (January 31, 2023: $467 and $843), respectively; and ● Palangana Mine: $462 and $729 (January 31, 2023: $304 and $510), respectively. During the three and six months ended January 31, 2024, property maintenance expenditures were primarily spent on the following projects: ● Buke Hollow Project: $167 and $372 (January 31, 2023: $205 and $355), respectively; ● Reno Creek Project: $109 and $199 (January 31, 2023: $88 and $200), respectively; ● Christensen Ranch Mine: $101 and $188 (January 31, 2023: $76 and $143), respectively; ● Ludeman Project: $88 and $177 (January 31, 2023: $81 and $161), respectively; and ● Allemand Ross Project: $109 and $209 (January 31, 2023: $88 and $177), respectively. General and Administrative During the three and six months ended January 31, 2024, general and administrative expenses ("G&A") totaled $4,895 and $10,095, respectively, compared to $4,829 and $10,551 for the three and six months ended January 31, 2023. G&A expenses were comprised of the following: Three Months Ended January 31, Six Months Ended January 31, 2024 2023 2024 2023 Salaries and management fees $ 1,598 $ 1,071 $ 2,795 $ 2,203 Office, IR, communication, insurance and travel 1,316 1,653 2,622 4,041 Foreign exchange loss 86 109 38 27 Professional fees 583 575 1,756 1,075 Sub-total 3,583 3,408 7,211 7,346 Stock-based compensation 1,312 1,421 2,884 3,205 Total general and administrative expenses $ 4,895 $ 4,829 $ 10,095 $ 10,551 30 Table of Contents The following summary provides a discussion of our major expense categories including analyses of the factors that caused significant variances compared to the same period last year: ● for the three and six months ended January 31, 2024, office, insurance, filing and listing fees, investor relations, corporate development and travel expenses totaled $1,316 and $2,622, respectively, which decreased compared to $1,653 and $4,041 for the three and six months ended January 31, 2023, respectively, which was primarily the result of decreases in investor relations and corporate development expenses; ● for the three and six months ended January 31, 2024, professional fees totaled $583 and $1,756, respectively, which increased compared to $575 and $1,075 for the three and six months ended January 31, 2023, respectively. Professional fees are comprised primarily of legal services related to transactional activities, regulatory compliance and for audit, accounting and tax compliance services. The overall increasing trend in professional fees is due to the growth in business activities and the expansion of our operations; and ● for the three and six months ended January 31, 2024, salaries, wages and management fees totaled $1,598 and $2,795, respectively, which increased compared to $1,071 and $2,203 for the three and six months ended January 31, 2023, respectively, which was primarily the result of corporate-wide salary increases to adjust for inflation. Income (Loss) from Equity-Accounted Investments Income (loss) from equity-accounted investments was comprised of the following: Three Months Ended January 31, 2024 Six Months Ended January 31, 2024 2023 2024 2023 Share of income (loss) $ 182 $ (506 ) $ 1,221 $ (701 ) Gain on dilution of ownership interest 10 390 431 616 Total $ 192 $ (116 ) $ 1,652 $ (85 ) During the three and six months ended January 31, 2024 and 2023, we recorded a gain on dilution of ownership interest in URC as a result of URC issuing more shares from its equity financing and exercises of warrants and/or stock options. On October 17, 2023, we participated in URC’s equity financing, which increased our ownership in URC from 15,000,000 shares to 16,930,750 shares. As at January 31, 2024, we had 15.0% of equity interest in URC compared to 14.9% at July 31, 2023. During the three and six months ended January 31, 2024, we recorded a share of URC’s income of $559 and $1,877, respectively. During the three and six months ended January 31, 2024, we also recorded a share of JCU's loss of $377 and $656, respectively. Gain (Loss) on Revaluation of Equity Securities As at January 31, 2024, our investments in certain equity securities were revalued using the market values at period end, which resulted in an unrealized gain of $20,076 and $37,389 on revaluation of equity securities, respectively, for the three and six months ended January 31, 2024. Gain (Loss) on Revaluation of Derivative Liabilities In connection with the UEX Acquisition, we issued Replacement Warrants, which are accounted for as derivative liabilities as the exercise prices of the UEX warrants are denominated in Canadian dollars, which differs from the functional currency of the Company. As at January 31, 2024, the Replacement Warrants were revalued, which resulted in a loss of $(5,062) and $(11,963), respectively, for the three and six months ended January 31, 2024. Changes in fair value of derivative liabilities were primarily due to changes in our share price. During the three and six months ended January 31, 2023, we recorded a gain on revaluation of derivative liabilities of $1,726 and a loss of $(899), respectively. 31 Table of Contents Other income (expenses) The following summary provides a discussion of the major categories of other income (expenses) including analyses of the factors that caused significant variances compared to the same period last year: ● during the three and six months ended January 31, 2023, interest income totaled $352 and $566, respectively, compared to $55 and $84, respectively, for the three and six months ended January 31, 2023. The interest in interest income was due to cash proceeds from our ATM Offerings in 2024 and an increase in interest rate for short-term GIC deposits; and ● during the three and six months ended January 31, 2023, we entered into amendment agreements to amend certain uranium sales and purchase agreements with the third parties, whereby the sales and purchase agreements with the respective same parties offset each other. As a result, we paid a net amount of $585 for the differences between the gross purchase price and gross sales prices of the uranium, which were recorded as other expenses on our condensed consolidated financial statements. Summary of Quarterly Results For the Quarters Ended January 31, 2024 October 31, 2023 July 31, 2023 April 30, 2023 Sales and service revenue $ 116 $ 108 $ 38,949 $ 20,217 Gross profit 19 18 15,023 6,219 Net income (loss) 2,250 3,321 517 (10,960 ) Total comprehensive income (loss) 9,982 (7,728 ) 6,835 (14,549 ) Basic and diluted income (loss) per share 0.01 0.01 - (0.03 ) Total assets 878,878 798,129 737,589 722,148 For the Quarters Ended January 31, 2023 October 31, 2022 July 31, 2022 April 30, 2022 Sales and service revenue $ 47,931 $ 57,292 $ 78 $ 9,892 Gross profit 14,570 13,858 13 3,337 Net income (loss) 10,892 (3,756 ) 5,455 7,345 Total comprehensive income (loss) 15,509 (14,524 ) 5,390 7,206 Basic and diluted income (loss) per share 0.03 (0.01 ) 0.02 0.03 Total assets 733,315 695,487 354,247 330,793 Liquidity and Capital Resources January 31, 2024 July 31, 2023 Cash and cash equivalents $ 82,287 $ 45,614 Current assets 149,581 55,205 Current liabilities 21,842 12,194 Working capital 127,739 43,011 During the six months ended January 31, 2024, we received net proceeds of $131,162 from our ATM Offerings and from exercises of stock options and share purchase warrants. Subsequent to January 31, 2024, we received additional cash proceeds of $13,390 under our ATM Offerings. We have a history of operating losses resulting in an accumulated deficit balance since inception. Although we recorded net income in the six months ended January 31, 2024 and 2023, we recorded net losses in Fiscal 2023 and all prior years, and we had an accumulated deficit balance of $284,109 as at January 31, 2024. Furthermore, we may not achieve and maintain profitability or develop positive cash flow from our operations in the near term. 32 Table of Contents Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financing in order to fund our operations. We have yet to achieve consistent profitability or develop consistent positive cash flow from operations. Currently, we also rely on cash flows generated from the sales of our purchased uranium concentrates to fund our operations. 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 and including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements, to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us. Our operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, including continuing with our exploration and pre-extraction activities and acquiring additional uranium projects. In the absence of such additional financing, we would not be able to fund our operations, including continuing with our exploration and pre-extraction activities, which may result in delays, curtailment or abandonment of any one or all of our uranium projects. We hold mineral rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay, with annual land-related payments totaling $4.1 million to maintain these rights in good standing. Our anticipated operations, including exploration and pre-extraction activities, however, will be dependent on and may change as a result of our financial position, the market price of uranium and other considerations, and such changes may include accelerating the pace or broadening the scope of reducing our operations. Our ability to secure adequate funding for these activities will be impacted by our operating performance, other uses of cash, the market price of uranium, the market price of our common stock and other factors which may be beyond our control. Specific examples of such factors include, but are not limited to: ● if the market price of uranium weakens; ● if the market price of our common stock weakens; and ● if a nuclear incident, such as the events that occurred in Japan in March 2011, were to occur, continuing public support of nuclear power as a viable source of electrical generation may be adversely affected, which may result in significant and adverse effects on both the nuclear and uranium industries. We believe our existing cash resources and, if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations for 12 months from the date that this Quarterly Report is issued. Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to generate cash flow from the sales of our uranium inventories under our Physical Uranium Program and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial. Our long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium projects and continue with exploration and pre-extraction activities and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities. Equity Financings On May 17, 2021, we filed a Form S-3 shelf registration statement under the Securities Act which was declared effective by the SEC on June 1, 2021, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of up to an aggregate offering amount of $200 million (the 2021 Shelf), which included an at-the-market offering agreement prospectus (the May 2021 ATM Offering) covering the offering, issuance and sale of up to a maximum offering of $100 million as part of the $200 million under the 2021 Shelf. On May 14, 2021, we entered into an at-the-market offering agreement (the 2021 ATM Offering Agreement) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the 2021 ATM Manager”) as set forth in the 2021 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $100 million through the 2021 ATM Managers selected by us. 33 Table of Contents On November 26, 2021, we filed a prospectus supplement to our 2021 Shelf with respect to the continuation of the May 2021 ATM Offering Agreement with the 2021 ATM Managers under which we may, if eligible, from time to time, sell shares of our common stock having an aggregate offering price of up to an additional $100 million for a total of $200 million through the 2021 ATM Managers selected by us (the November 2021 ATM Offering; and, collectively with the May 2021 ATM Offering, the 2021 ATM Offering). On November 16, 2022, we filed a Form S-3 automatic shelf registration statement under the Securities Act, which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for and units which include common stock, debt securities, warrants or any combination thereof (the 2022 Shelf), which included an at-the-market offering agreement prospectus (the 2022 ATM Offering; and, collectively, with the 2021 ATM Offering, the ATM Offerings) covering the offering, issuance and sale of up to a maximum offering of $300 million under the 2022 Shelf. On November 16, 2022, we entered into an at-the-market offering agreement (the 2022 ATM Offering Agreement) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the 2022 ATM Managers) as set forth in the 2022 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $300 million through the 2022 ATM Managers selected by us. During the three and six months ended January 31, 2024, we issued 10,418,029 and 21,188,029 shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $73,238 and $129,508, respectively. During the three and six months ended January 31, 2024, we received cash proceeds totaling $737 from the exercise of share purchase warrants and cash advances of $517 for warrants to be exercised in the future period. During the three and six months ended January 31, 2024, we received cash proceeds totaling $137 and $400, respectively, from the exercise of stock options. Subsequent to January 31, 2024, we issued a further 1,700,000 shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $13,390. Operating Activities During the six months ended January 31, 2024, net cash used in operating activities was $81,410, of which $57,194 was from the purchases of uranium concentrate inventory. During the six months ended January 31, 2023, net cash provided by operating activities was $53,571, of which $45,533 was for the change of uranium concentrate inventory. Other significant operating expenditures included mineral property expenditures and G&A expenses. Financing Activities During the six months ended January 31, 2024, net cash provided by financing activities totaled $130,287, comprised primarily of net proceeds from equity financings. During the six months ended January 31, 2023, net cash provided by financing activities totaled $54,019, comprised primarily of net proceeds from equity financings. Investing Activities During the six months ended January 31, 2024, net cash used in investing activities totaled $12,189, comprised of cash used in the acquisition of the Henday, Milliken and Carswell Projects of $1,334, a capital contribution to JCU of $1,645, cash used to purchase of an additional interest in URC of $5,676, cash used in investment in equity securities of $5,548, proceeds from sale of equity securities of $3,008 and cash used for investment in mineral properties and the purchase of equipment of $2,328. During the six months ended January 31, 2023, net cash used in investing activities totaled $107,385, comprised of net cash of $1,984 received from the UEX Acquisition, offset by cash used in the Roughrider Acquisition of $82,117, a capital contribution to JCU of $588, cash used in investment in equity securities of $26,328 and cash used for investment in mineral properties and the purchase of property, plant and equipment of $338. 34 Table of Contents Stock Options and Warrants As of January 31, 2024, we had in-the-money stock options outstanding representing 6,649,539 shares at a weighted-average exercise price of $2.01 per share, and in-the-money share purchase warrants outstanding representing 3,554,810 shares at a weighted-average exercise price of $3.38 per share. As of January 31, 2024, outstanding in-the-money stock options and warrants represented a total 10,204,349 shares issuable for gross proceeds of approximately $25.4 million should these stock options and warrants be exercised in full on a cash basis. The exercise of stock options and warrants is at the discretion of their respective holders and, accordingly, there is no assurance that any of the stock options or warrants will be exercised in the future. Transactions with Related Parties During the three and six months ended January 31, 2024, we incurred $12 and $43, respectively, in exploration expenditures on behalf of JCU. As at January 31, 2024, the amount receivable from JCU totaled $8 (July 31, 2023: $201). During the three and six months ended January 31, 2024, we incurred $23 and $24, respectively, and during the three and six months ended January 31, 2023, we incurred $5 and $83, respectively, in general and administrative costs, paid to Blender Media Inc. ("Blender"), a company controlled by Arash Adnani, a direct family member of our President and Chief Executive Officer, for various services, including information technology, financial subscriptions, corporate branding, media, website design, maintenance and hosting, provided by Blender to the Company. As at January 31, 2024, the amount owing to Blender was $Nil (July 31, 2023: $Nil). Material Commitments As at January 31, 2024, significant payment obligations of the Company over the next five years and beyond are as follows: Payment Due by Period Less Than 1-3 3-5 More Than Contractual Obligations Total 1 Year Years Years 5 Years Asset Retirement Obligations $ 29,042 $ 1,493 $ 3,962 $ 4,498 $ 19,089 Operating Lease Obligations 2,663 181 812 592 1,078 Uranium Inventory Purchase Obligations 39,095 12,355 26,740 - - Total $ 70,800 $ 14,029 $ 31,514 $ 5,090 $ 20,167 As of January 31, 2024, we were renting or leasing office premises in Texas, Arizona and Wyoming, U.S.A., British Columbia and Saskatchewan, Canada, and Paraguay for total monthly payments of $36. Office lease agreements for the U.S. and Canada expire between July 2026 and November 2029. Commitments for Management Services As at January 31, 2024, we were committed to paying our key executives a total of $1,065 per year for management services. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Critical Accounting Policies For a complete summary of all of our significant accounting policies refer to Note 2: Summary of Significant Accounting Policies of the Notes to the consolidated financial statements as presented under Item 8, Financial Statements and Supplementary Data, in our Annual Report on Form 10-K for Fiscal 2023. Refer to “Critical Accounting Policies” under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for Fiscal 2023. Subsequent Events Subsequent to January 31, 2024, we received additional cash proceeds of $13,390 under our ATM Offerings. In addition, 994,702 warrants with an expiry date of September 7, 2024 were exercised and proceeds of $3,262 were received. Subsequent to January 31, 2024, we participated in an equity financing and acquired an additional 1,047,614 common shares of URC at a price of $3.40 per share for total consideration of $3.6 million. 35 Table of Contents Item 3. Quantitative and Qualitative Disclosures About Market Risk Refer to Item 7A., Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for Fiscal 2023.