What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-06-10 compared with 2024-03-11 · 312 added, 346 removed, 846 unchanged (44% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE three and six months ended January 31, 2024

FOR THE three and nine months ended April 30, 2024

(Unaudited – Expressed in thousands of U.S.

3 unchanged sentences

(Unaudited – Expressed in thousands of U.S.

January 31, 2024

April 30, 2024

July 31, 2023

42 unchanged sentences

1,094,795 924,737

Share issuance obligation

Accumulated deficit

5 unchanged sentences

$ 878,268 $ 737,589

COMMITMENTS AND CONTINGENCIES

SUBSEQUENT EVENTS

1 unchanged sentence

URANIUM ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited – Expressed in thousands of U.S.

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

SALES AND SERVICE REVENUE

13 $ 116 $ 47,931 $ 224 $ 105,223

COST OF SALES AND SERVICES

13 ( 97 ) ( 33,361 ) ( 187 ) ( 76,795 )

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)

(LOSS) INCOME FROM OPERATIONS

OTHER (EXPENSES) INCOME

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

Gain (loss) on revaluation of equity securities

8 20,076 3,123 37,389 ( 343 )

(Loss) gain on disposition of assets

(Loss) gain on revaluation of equity securities

Gain (loss) on revaluation of derivative liabilities

10 ( 5,062 ) 1,726 ( 11,963 ) ( 899 )

Other income (expenses)

368 851 597 ( 271 )

Gain on settlement of liabilities

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

$ 0.01 $ 0.03 $ 0.01 $ 0.02

OTHER (EXPENSES) INCOME

LOSS BEFORE INCOME TAXES

DEFERRED TAX RECOVERY

NET LOSS FOR THE PERIOD

OTHER COMPREHENSIVE LOSS

Translation loss

TOTAL OTHER COMPREHENSIVE LOSS

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD

NET LOSS PER SHARE

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,

394,024,127 369,608,851 388,202,403 353,199,789

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.

2 unchanged sentences

(Unaudited – Expressed in thousands of U.S.

Six Months Ended January 31,

Nine Months Ended April 30,

NET CASH PROVIDED BY (USED IN):

OPERATING ACTIVITIES

Net income for the period

$ 5,571 $ 7,136

Net loss for the period

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

Loss (gain) on disposition of assets

(Gain) loss on revaluation of equity securities

8 ( 37,389 ) 343

Loss on revaluation of derivative liabilities

10 11,963 899

Loss (gain) on revaluation of derivative liabilities

Deferred tax recovery

( 1,802 ) ( 445 )

Gain on settlement of liabilities

Changes in operating assets and liabilities

( 57,194 ) 45,533

Prepaid expenses and deposits

1 unchanged sentence

Accounts payable and accrued liabilities

( 4,743 ) ( 5,081 )

Other liabilities

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

Cash paid for withholding amounts on option exercise

( 875 ) ( 147 )

NET CASH PROVIDED BY FINANCING ACTIVITIES

130,287 54,019

INVESTING ACTIVITIES

2 unchanged sentences

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

Purchase of property, plant and equipment

( 937 ) ( 287 )

Proceeds from disposition of assets

NET CASH USED IN INVESTING ACTIVITIES

( 12,189 ) ( 107,385 )

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

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.

6 unchanged sentences

Accumulated Deficit

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive (Loss) Income

Stockholders’ Equity

Balance, July 31, 2023

378,452,864 $ 378 $ 924,737 $ - $ ( 289,680 ) $ ( 3,608 ) $ 631,827

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

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

Issued under ATM offering, net of issuance costs

Issued upon exercise of stock options

Issued upon exercise of warrants

Stock-based compensation

Amortization of stock-based compensation

Net loss for the period

Other comprehensive loss

Balance, April 30, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

4 unchanged sentences

Additional Paid-in Capital

Share Issuance Obligation

Accumulated Deficit

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive (Loss) Income

Stockholders’ Equity

Balance, July 31, 2022

289,638,307 $ 289 $ 613,179 $ ( 286,373 ) $ ( 186 ) $ 326,909

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

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

Issued under ATM offering, net of issuance costs

Issued upon exercise of stock options

Issued upon exercise of warrants

Stock-based compensation

Common stock issued under Stock Incentive Plan

Amortization of stock-based compensation

Net loss for the period

Other comprehensive loss

Balance, April 30, 2023

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

5 unchanged sentences

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 .

As at April 30, 2024 , we had working capital (current assets less current liabilities) of $ 141,162 including cash and cash equivalents of $ 87,726 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.

10 unchanged sentences

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 ”).

Operating results for the nine months ended April 30, 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.

4 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

5 unchanged sentences

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.

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 the 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.

4 unchanged sentences

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.

This 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 this ASU are also required for public entities with a single reportable segment.

This ASU is effective for the Company’s Annual Report on Form 10 -K for the fiscal year ended July 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.

1 unchanged sentence

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.

This 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.

This ASU will be effective for fiscal years beginning after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

1 unchanged sentence

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures

As at January 31, 2024 , we held 1,166,000 ( July 31, 2023 :

In March 2024, the FASB issued ASU 2024 - 02, Codification Improvements - Amendments to Remove References to the Concepts Statements.

This ASU contains amendments to the Codification that remove references to various FASB Concepts Statements.

The effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.

While the amendments are not expected to result in significant changes for most entities, the FASB provided transition guidance since some entities could be affected.

This ASU will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

As at April 30, 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

April 30, 2024

July 31, 2023

Material and supplies

Uranium concentrates from production

Uranium concentrates from extraction

Purchased uranium inventories

$ 63,387 $ 6,207

As of January 31, 2024 , our uranium inventory purchase commitments for the next five fiscal years are as the follows:

As of April 30, 2024 , our uranium inventory purchase commitments for the next five fiscal years are as the follows:

Purchase Commitments

6 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

2 unchanged sentences

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.

As at April 30, 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:

As of April 30, 2024 , annual maintenance payments of approximately $ 4,818 will be required to maintain these mineral rights.

As at April 30, 2024 , the carrying value of our mineral rights and properties were as follows:

United States

4 unchanged sentences

- ( 8,520 ) - ( 8,520 )

Balance, January 31, 2024

Balance, April 30, 2024

172,490 377,427 15,014 564,931

4 unchanged sentences

Foreign exchange difference

Balance, January 31, 2024

Balance, April 30, 2024

( 6,389 ) ( 106 ) - ( 6,495 )

2 unchanged sentences

$ 166,051 $ 384,495 $ 15,014 $ 565,560

Balance, January 31, 2024

Balance, April 30, 2024

$ 166,101 $ 377,321 $ 15,014 $ 558,436

1 unchanged sentence

Property, plant and equipment consists of the following:

January 31, 2024

April 30, 2024

July 31, 2023

6 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

4 unchanged sentences

Restricted cash consisted of the following:

January 31, 2024

April 30, 2024

July 31, 2023

2 unchanged sentences

Cash, cash equivalents and restricted cash are included in the following accounts:

January 31, 2024

April 30, 2024

July 31, 2023

8 unchanged sentences

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 .

As of April 30, 2024, approximately $ 73.6 million of our cash equivalents is held in a single financial institution at one of the largest banks in Canada and subject to concentration risk.

The Company does not consider any of its financial assets to be impaired as of April 30, 2024 .

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

1 unchanged sentence

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 :

During the nine months ended April 30, 2024 , we participated in equity financings 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 and an additional 1,047,614 common shares of URC at a price of $ 3.40 per share for total consideration of $ 3,562 .

As at April 30, 2024 , we owned 17,978,364 shares of URC, representing a 14.9 % ( July 31, 2023 :

14.9 %) interest in URC.

1 unchanged sentence

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 .

As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during the three and nine months ended April 30, 2024 .

Should URC’s outstanding options and warrants be fully exercised, the Company’s ownership interest would decrease from 14.9 % to 13.2 %.

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 :

As at April 30, 2024 , the fair value of our investment in URC was approximately $ 41.2 million ( July 31, 2023 :

$ 34.2 million) and the carrying amount of URC was $ 38.7 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").

As at April 30, 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 :

During the six months ended January 31, 2024 , the changes in carrying value of our equity-accounted investments are summarized as follows:

We incurred $ 11 and $ 54 in exploration expenditures on behalf of JCU for the three and nine months ended April 30, 2024 .

As at April 30, 2024 , the amount receivable from JCU totaled $ 3 ( July 31, 2023 :

During the nine months ended April 30, 2024 , the changes in carrying value of our equity-accounted investments are summarized as follows:

Balance, July 31, 2023

4 unchanged sentences

Foreign exchange difference

Balance, January 31, 2024

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,

Balance, April 30, 2024

For the three and nine months ended April 30, 2024 and 2023 , income (loss) from our equity-accounted investments consisted of the following:

Three Months Ended April 30,

Nine Months Ended April 30,

Share of income (loss)

3 unchanged sentences

$ 3,306 $ ( 900 ) $ 4,958 $ ( 985 )

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.

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

1 unchanged sentence

INVESTMENTS IN EQUITY SECURITIES

During the six months ended January 31, 2024 , the changes in our investments in equity securities are summarized as follows:

During the nine months ended April 30, 2024 , the changes in our investments in equity securities are summarized as follows:

Balance, July 31, 2023

1 unchanged sentence

Foreign exchange difference

Balance, January 31, 2024

The cumulative revaluation adjustment since acquisition of the equity securities held at January 31, 2024 is a gain of $ 22,359 .

Balance, April 30, 2024

The cumulative revaluation adjustment since acquisition of the equity securities held as at April 30, 2024 is a gain of $ 8,555 .

ASSET RETIREMENT OBLIGATIONS

2 unchanged sentences

Liabilities settled in cash

Balance, January 31, 2024

Balance, April 30, 2024

Asset retirement obligations, current

1 unchanged sentence

The estimated amounts and timing of cash flows and assumptions used for ARO estimates are as follows:

January 31, 2024

April 30, 2024

July 31, 2023

Undiscounted amount of estimated cash flows

$ 29,030 $ 29,064

Payable in years

1 to 23 1 to 23

Inflation rate

1.56 % to 5.32 %

1.56 % to 5.32 % 1.56 % to 5.32 %

Discount rate

3.72 % to 6.35 %

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:

2 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

3 unchanged sentences

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:

As at April 30, 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.

10 unchanged sentences

Change in fair value during the period

Balance, January 31, 2024

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).

Balance, April 30, 2024

As at April 30, 2024, the number of Replacement Warrants outstanding was 2,222,298 with an expiry date of September 7, 2024 ( refer to Note 11 ).

CAPITAL STOCK

9 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

2 unchanged sentences

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 .

During the three and nine months ended April 30, 2024 , we issued 3,396,370 and 24,584,399 shares of the Company’s common stock under the ATM Offerings for net cash proceeds of $ 25,542 and $ 155,050 , respectively.

Subsequent to April 30, 2024 , we issued a further 1,791,300 shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $ 12,824 .

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:

A continuity schedule of our outstanding share purchase warrants for the three and nine months ended April 30, 2024 , is as follows:

Weighted Average

3 unchanged sentences

( 1,452,914 ) 3.20

Balance, January 31, 2024

Balance, April 30, 2024

2,404,116 $ 3.38

A summary of our share purchase warrants outstanding and exercisable as of January 31, 2024, is as follows:

A summary of our share purchase warrants outstanding and exercisable as of April 30, 2024 , is as follows:

Weighted Average Remaining

4 unchanged sentences

$ 3.38 2,404,116 0.48

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.

During the three and nine months ended April 30, 2024 , we received cash proceeds of $ 3,771 and $ 4,508 , respectively, from the exercise of share purchase warrants.

Subsequent to April 30, 2024 , 39,393 warrants with an expiry date of September 7, 2024 were exercised and proceeds of $ 93 were received.

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

2 unchanged sentences

Stock Options

A continuity schedule of our outstanding stock options for the three and six months ended January 31, 2024 , is as follows:

A continuity schedule of our outstanding stock options for the three and nine months ended April 30, 2024 , is as follows:

Number of Stock

12 unchanged sentences

6,649,539 2.01

( 406,411 ) 1.61

Cancelled/Forfeited

( 8,600 ) 3.45

( 25,000 ) 1.44

Balance, April 30, 2024

6,249,671 2.07

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,

Three Months Ended April 30,

Nine Months Ended April 30,

Number of Options Exercised on Cash Basis

16 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 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:

A continuity schedule of our outstanding unvested stock options as of April 30, 2024 , and the changes during the period, is as follows:

Number of Unvested Stock Options

10 unchanged sentences

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:

Cancelled/Forfeited

( 8,600 ) 2.27

( 29,687 ) 2.29

Balance, April 30, 2024

1,257,746 2.35

For the nine months ended April 30, 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

6 unchanged sentences

Expected Dividend Yield

As at January 31, 2024 , the aggregate intrinsic value of all of our outstanding stock options was estimated at $ 37,408 (vested:

As at April 30, 2024 , the aggregate intrinsic value of all of our outstanding stock options was estimated at $ 29,252 (vested:

$ 25,374 and unvested:

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:

As at April 30, 2024 , our unrecognized compensation cost related to unvested stock options was $ 1,193 , which is expected to be recognized over 0.98 years.

A summary of our stock options outstanding and exercisable as of April 30, 2024 , is as follows:

Options Outstanding

2 unchanged sentences

Exercisable at

January 31, 2024

April 30, 2024

Exercise Price

January 31, 2024

April 30, 2024

Exercise Price

13 unchanged sentences

40,143 6.70 9.89 -

$7.00 to $7.63

10,000 7.63 9.73 1,250 7.63 9.73

6,249,671 $ 2.07 6.98 4,991,925 $ 1.67 6.51

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

1 unchanged sentence

Restricted Stock Units

A summary of our outstanding and unvested restricted stock units (“RSU”s) as of January 31, 2024 , is as follows:

A summary of our outstanding and unvested restricted stock units (“RSU”s) as of April 30, 2024 , is as follows:

Restricted Stock

12 unchanged sentences

8,919 7.63 0.82 60

March 13, 2024

2,288 6.49 0.95 15

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 :

April 1, 2024

20,000 7.07 3.00 135

1,011,873 $ 3.44 1.83 $ 6,830

During the three and nine months ended April 30, 2024 , our stock-based compensation related to RSUs was $ 453 and $ 1,326 ( three and nine months ended April 30, 2023 :

$ 283 and $ 869 ), 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.

As at April 30, 2024 , our unrecognized compensation costs related to unvested RSUs totaled $ 1,562 , which is expected to be recognized over a period of approximately 1.46 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.

During the three and nine months ended April 30, 2024 , our stock-based compensation related to the amortization of target performance based restricted stock units (“PRSU”s) totaled $ 176 and $ 529 ( three and nine months ended April 30, 2023 :

$ 99 and $ 298 ), respectively.

As at April 30, 2024 , our unrecognized compensation costs relating to unvested PRSUs totaled $ 978 , which is expected to be recognized over a period of approximately 1.93 years.

Stock-Based Compensation

A summary of our stock-based compensation expense as of January 31, 2024 , is as follows:

A summary of our stock-based compensation expense as of April 30, 2024 , is as follows:

Three Months Ended

Six Months Ended

Nine Months Ended

Stock-Based Compensation for Consultants

19 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

2 unchanged sentences

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,

Three Months Ended April 30,

Nine Months Ended April 30,

Sales of purchased uranium inventory

11 unchanged sentences

The table below provides a breakdown of major customers:

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

0 % 0 % 0 % 16 %

9 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

dollars unless otherwise stated)

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,

Net Income for the Period

LOSS PER SHARE

The following table reconciles the weighted average number of shares used in the calculation of our basic and diluted loss per share:

Three Months Ended April 30,

Nine Months Ended April 30,

Net Loss for the Period

Basic Weighted Average Number of Shares

1 unchanged sentence

Diluted Weighted Average Number of Shares

Net Income Per Share - Basic

Net Income Per Share - Diluted

Net Loss Per Share - Basic

Net Loss Per Share - Diluted

SEGMENTED INFORMATION

1 unchanged sentence

The tables below provide a breakdown of the long-term assets by geographic area:

January 31, 2024

April 30, 2024

Balance Sheet Items

33 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

2 unchanged sentences

All intercompany transactions have been eliminated.

Three Months Ended January 31, 2024

Three Months Ended April 30, 2024

Statement of Operations

United States

Sales and service revenue

$ 116 $ - $ - $ 116

Cost of sales and services

( 97 ) - - ( 97 )

Operating Costs:

6 unchanged sentences

9,309 4,358 174 13,841

Income (loss) from operations

Loss from operations

( 9,309 ) ( 4,358 ) ( 174 ) ( 13,841 )

Other income (expenses)

Other expenses

( 237 ) ( 7,430 ) - ( 7,667 )

Income (loss) before income taxes

Loss before income taxes

$ ( 9,546 ) $ ( 11,788 ) $ ( 174 ) $ ( 21,508 )

Three Months Ended January 31, 2023

Three Months Ended April 30, 2023

Statement of Operations

11 unchanged sentences

Depreciation, amortization and accretion

505 ( 1 ) 2 506

Total operating costs

6,632 2,769 302 9,703

Income (loss) from operations

Loss from operations

( 413 ) ( 2,769 ) ( 302 ) ( 3,484 )

Other income (expenses)

Other (expenses) income

( 190 ) ( 7,622 ) 1 ( 7,811 )

Income (loss) before income taxes

Loss before income taxes

$ ( 603 ) $ ( 10,391 ) $ ( 301 ) $ ( 11,295 )

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

dollars unless otherwise stated)

Six Months Ended January 31, 2024

Nine Months Ended April 30, 2024

Statement of Operations

13 unchanged sentences

25,006 11,733 643 37,382

Income (loss) from operations

Loss from operations

( 24,969 ) ( 11,733 ) ( 643 ) ( 37,345 )

Other income (expenses)

Other (expenses) income

( 625 ) 20,223 8 19,606

Income (loss) before income taxes

(Loss) income before income taxes

$ ( 25,594 ) $ 8,490 $ ( 635 ) $ ( 17,739 )

Six Months Ended January 31, 2023

Nine Months Ended April 30, 2023

Statement of Operations

11 unchanged sentences

Depreciation, amortization and accretion

1,486 14 4 1,504

Total operating costs

2 unchanged sentences

13,508 ( 7,207 ) ( 1,104 ) 5,197

Other income (expenses)

Other (expenses) income

( 1,147 ) ( 8,655 ) 1 ( 9,801 )

3 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

April 30, 2024

(Unaudited – Expressed in thousands of U.S.

4 unchanged sentences

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.

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 nine months ended April 30, 2024, and our Form 10-K Annual Report for Fiscal 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.

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.

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.

Refer to “ Cautionary Note Regarding Forward-looking Statements ” as disclosed in our Form 10-K Annual Report for Fiscal 2023, and Item 1A, Risk Factors, under Part II - Other Information, of this Quarterly Report.

This MD&A is focused on material changes in our financial condition from July 31, 2023, our most recently completed year end, to April 30, 2024, and our results of operations for the three and nine months ended April 30, 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.

We are 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.

On January 16, 2024, we announced restarting uranium extraction at our fully permitted, and past producing, Christensen Ranch Mine ISR operation in Wyoming.

The first extraction is expected during August 2024 and will be funded with existing cash on the Company’s balance sheet.

Uranium recovered from the Christensen Ranch Mine ISR Project will be processed at our Irigaray central processing plant (“CPP”).

The Irigaray CPP is the hub central to our four fully permitted ISR projects located in the Powder River Basin of Wyoming, including our Christensen Ranch Mine, Reno Creek, Moore Ranch and Ludeman projects.

An application to increase the licensed capacity of the Irigaray CPP from the 2.5 million pounds U 3 O 8 per year to 4.0 million pounds U 3 O 8 per year was submitted to the Wyoming Department of Environmental Quality in November 2023;

and approval is expected later in 2024.

To enable a faster extraction restart, extensive preparations at the Christensen Ranch Mine wellfields and satellite processing plant were completed in 2023.

This included the re-installation of equipment, re-attachment of piping and a variety of electrical testing, repairs and upgrades to the existing facilities.

Since that time, additional work has progressed, including the hiring of additional operational personnel, preparation of a detailed wellfield startup plan, final preparations for plant and wellfield operations, and the installation of cased wells in two new wellfield header houses in Mine Unit 10 (Modules 10-7 and 10-8).

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.

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 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 four 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 4, 2023, we acquired a portfolio of exploration-stage projects in the Athabasca Basin for CA$1.5 million from Rio Tinto Exploration Canada Inc., a subsidiary of Rio Tinto Inc.

With this acquisition, 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.

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.

Our operating and strategic framework is to become a leading low-cost North American focused uranium supplier based on expanding our uranium extraction activities, which includes advancing certain uranium projects with established mineralized materials towards uranium extraction and establishing additional mineralized materials on our existing uranium projects or through acquisition of additional uranium projects.

With the completion of the acquisition of Uranium One Americas, Inc.

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.

4 unchanged sentences

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.

Historically, we have been reliant primarily on equity financings from the sale of our common stock in order to fund our operations.

In the last two fiscal years, we have also relied on cash flows generated from the sales of our purchased uranium inventories under our physical uranium program to fund our operations, which resulted in $57.0 million in gross profits.

However, we have yet to achieve consistent profitability or develop consistent positive cash flow from operations.

6 unchanged sentences

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.

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.

8 unchanged sentences

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.

As at April 30, 2024, we had no uranium supply or off-take agreements in place.

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.

The uranium market is currently being driven by a macro demand for more electricity generation and an unprecedented global push to decarbonize electrical grids, among other factors.

There is noteworthy demand showing substantial growth is Artificial Intelligence and the electricity needed to power Data Centers.

demand from this source, measured by power consumption, is expected to reach 35 GWe by 2030, up from 17 GWe in 2022 (Citi Data Center Demand and Nuclear Power:

February 2024).

There is a growing realization that the highly reliable, safe, baseload power nuclear energy provides should 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).

The spot market bottomed out in November 2016 at about $17.75 per pound U 3 O 8 , but has since shown appreciation, reaching $107.00 per pound U 3 O 8 on February 2, 2024.

During the three and nine months ended April 30, 2024, uranium prices averaged $92.80 and $81.64 per pound U 3 O 8 , respectively.

As at April 30, 2024, the uranium price was $90.00 per pound, representing an approximate 67% increase from April 30, 2023 when the price was $53.85 per pound U 3 O 8 .

The period from February 2024 through April 2024 was marked by continued volatility as the price fluctuated between $85.00 and $107.00 per pound U 3 O 8 (All price information is sourced from UxC LLC Historical Ux Daily Prices).

Underinvestment in uranium mining operations over the past decade has been a major factor contributing to a structural deficit between global production and uranium requirements.

Reduced production from existing uranium mines has also been a contributing factor with some large producers cutting back and or unable to reach previously planned production levels.

In 2024 and 2025 the mid-case gap between production and requirements is projected to be more than 66 million pounds U 3 O 8 , and by 2034 accumulates to a total above 400 million pounds U 3 O 8 (UxC 2024 Q1 Uranium Market Outlook).

For context, the U.S.

reactor fleet consumes almost 45 million pounds per year (U.S.

reactor fleet consumes about 45 million pounds U 3 O 8 per year (U.S.

Energy Information Administration, June 13, 2023 - Uranium Marketing Annual Report).

3 unchanged sentences

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).

Since 2022, uranium supply has become more complicated due to Russia's invasion of Ukraine with its State Atomic Energy Corporation, Rosatom, being a significant supplier of nuclear fuel around the globe.

Economic sanctions, transportation restrictions and recent U.S.

legislation banning the importation of Russian nuclear fuel is causing a fundamental change to the nuclear fuel markets.

Additionally, the 2023 coup in Niger, and the new government’s demand for the U.S.

and France to vacate the country, 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 - Uranium in Niger May 7, 2024 / Reuters – “Russian troops enter base housing US military in Niger, US official says” - May 3, 2024 and “Niger has not banned uranium exports to France and EU” - August 18, 2023).

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.

On the demand side of the equation, the global nuclear energy industry continues robust growth, with 70 new reactors connected to the grid from 2014 through April of 2024, and with another 59 reactors under construction.

So far in 2024, four new reactors have been connected to the grid, and one reactor has been permanently shut down (International Atomic Energy Association Power Reactor Information System - May 28, 2024).

Total nuclear generating capacity for the world’s 440 operable reactors as of May 7, 2024 stands at 396 GWe (World Nuclear Association).

At COP28 United Nations Climate Change Conference, 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.

In the U.S., H.R.

1042, “The Prohibiting Russian Uranium Imports Act” was signed into law on May 13, 2024, goes into effect on August 11, 2024 and extends through 2040.

The legislation bans Russian uranium imports but allows a U.S.

Department of Energy (“DOE”) waiver process through 2027 in the event no alternative viable source of low-enriched uranium (“LEU”) is available to:

(i) sustain the continued operation of a nuclear reactor or a U.S.

nuclear energy company;

or (ii) importation of Russian LEU is determined to be in the national interest.

In a separate but related action, “The Nuclear Fuel Security Act” (“NFSA”) was enacted as part of the “National Defense Authorization Act” in December of 2023 and was designed to help rebuild the domestic nuclear fuel cycle, including uranium production, conversion and enrichment.

The passage of H.R.

1042 unlocks $2.7 billion in funding under the NFSA and will be used by the DOE to acquire LEU and High Assay Low Enriched Uranium (“HALEU”) for advanced reactors.

Under this program DOE will acquire LEU and HALEU with priority given to domestic sources of produced uranium, conversion and enrichment.

In combination, the passage of these bills will help rebuild and restore a robust domestic fuel cycle in the U.S.

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).

Cumulative uncommitted demand through 2034 totals approximately 926 million pounds U 3 O 8 (UxC Uranium Market Overview Q1 2024).

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.

For the three and nine months ended April 30, 2024, we recorded sales and service revenue of $Nil and $224, and realized gross profit of $Nil 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.

For the three and nine months ended April 30, 2023, we recorded sales and service revenue of $20,217 and $125,440 and realized gross profit of $6,219 and $34,647, respectively, from sales of purchased uranium inventory and toll processing services.

For the three and nine months ended April 30, 2024, we recorded a net loss of $19,677 ($0.05 per share) and $14,106 ($0.04 per share), and losses from operations of $13,841 and $37,345, respectively.

During the three and nine months ended April 30, 2023, we recorded net loss of $10,960 ($0.03 per share) and $3,824 ($0.01 per share) and loss from operations of $3,484 and income from operations of $5,197, respectively.

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.

As of April 30, 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:

During the three and nine months ended April 30, 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 April 30, 2024, the carrying value of our uranium concentrate inventories was $63,019 (July 31, 2023:

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.

For the three and nine months ended April 30, 2024, we recorded revenue from toll processing services of $Nil 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,

Three Months Ended April 30,

Nine Months Ended April 30,

Sales of purchased uranium inventory

8 unchanged sentences

The following table provides the nature of mineral property expenditures for the periods indicated:

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

Permitting and compliance

Property maintenance

Production readiness

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:

Extraction readiness

During the three and nine months ended April 30, 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:

$1,586 and $3,675 (April 30, 2023:

$904 and $2,147), respectively;

Roughrider Project:

$1,231 and $1,258 (January 31, 2023:

$2,358 and $3,616 (April 30, 2023:

$219 and $230), respectively;

Christensen Ranch Mine:

$443 and $860 (January 31, 2023:

$170 and $1,030 (April 30, 2023:

$160 and $207), respectively.

During the three and six months ended January 31, 2024, production readiness expenditures were primarily spent on the following projects:

During the three and nine months ended April 30, 2024, extraction readiness expenditures were primarily spent on the following projects:

Christensen Ranch Mine:

$523 and $964 (January 31, 2023:

$557 and $1,521 (April 30, 2023:

$462 and $1,305), respectively;

Palangana Mine:

$462 and $729 (January 31, 2023:

$297 and $1,026 (April 30, 2023:

$181 and $691), respectively.

During the three and six months ended January 31, 2024, property maintenance expenditures were primarily spent on the following projects:

During the three and nine months ended April 30, 2024, property maintenance expenditures were primarily spent on the following projects:

Buke Hollow Project:

$167 and $372 (January 31, 2023:

$155 and $527 (April 30, 2023:

$203 and $558), respectively;

Reno Creek Project:

$109 and $199 (January 31, 2023:

$282 and $481 (April 30, 2023:

$99 and $299), respectively;

Christensen Ranch Mine:

$101 and $188 (January 31, 2023:

$90 and $278 (April 30, 2023:

$103 and $246), respectively;

Ludeman Project:

$88 and $177 (January 31, 2023:

$83 and $260 (April 30, 2023:

$83 and $244), respectively;

Allemand Ross Project:

$109 and $209 (January 31, 2023:

$94 and $303 (April 30, 2023:

$91 and $268), 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.

During the three and nine months ended April 30, 2024, general and administrative expenses (“G&A”) totaled $4,219 and $14,314, respectively, compared to $3,745 and $14,296 for the three and nine months ended April 30, 2023.

G&A expenses were comprised of the following:

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

Salaries and management fees

5 unchanged sentences

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.

for the three and nine months ended April 30, 2024, office, insurance, filing and listing fees, investor relations, corporate development and travel expenses totaled $1,161 and $3,783, respectively, which decreased compared to $1,178 and $5,220 for the three and nine months ended April 30, 2023, respectively, which was primarily the result of decreases in investor relations and corporate development expenses;

for the three and nine months ended April 30, 2024, professional fees totaled $545 and $2,301, respectively, which increased compared to $640 and $1,714 for the three and nine months ended April 30, 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;

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.

for the three and nine months ended April 30, 2024, salaries, wages and management fees totaled $1,441 and $4,236, respectively, which increased compared to $739 and $2,942 for the three and nine months ended April 30, 2023, respectively, which was primarily the result of an increase in personnel and 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,

Three Months Ended April 30,

Nine Months Ended April 30,

Share of income (loss)

Gain on dilution of ownership interest

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.

During the three and nine months ended April 30, 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 and February 9, 2024, we participated in URC’s equity financings, which increased our ownership in URC from 15,000,000 shares to 16,930,750 shares and to 17,978,364 shares, respectively.

As at April 30, 2024, we had a 14.9% of equity interest in URC compared to 14.9% as at July 31, 2023.

During the three and nine months ended April 30, 2024, we recorded a share of URC’s income of $520 and $2,397, respectively.

During the three and nine months ended April 30, 2024, we also recorded a share of JCU’s losses of $416 and $1,072, 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.

As at April 30, 2024, our investments in certain equity securities were revalued using the market values at period end, which resulted in an unrealized loss of $13,804 and gain of $23,585 on revaluation of equity securities, respectively, for the three and nine months ended April 30, 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.

As at April 30, 2024, the Replacement Warrants were revalued, which resulted in a gain of $2,071 and a loss of $9,892, respectively, for the three and nine months ended April 30, 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.

During the three and nine months ended April 30, 2023, we recorded a gain on revaluation of derivative liabilities of $5,550 and $4,651, respectively.

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;

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.

during the three and nine months ended April 30, 2024, interest income totaled $992 and $1,558, respectively, compared to $119 and $203, respectively, for the three and nine months ended April 30, 2023.

The interest earned resulted from cash proceeds received from our ATM Offerings in 2024, which were invested in short-term GIC deposits;

during the three and nine months ended April 30, 2023, we entered into amendment agreements to amend certain uranium sales and purchase agreements with third parties.

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.

1 unchanged sentence

For the Quarters Ended

April 30, 2024

January 31, 2024

1 unchanged sentence

July 31, 2023

April 30, 2023

Sales and service revenue

3 unchanged sentences

For the Quarters Ended

April 30, 2023

January 31, 2023

1 unchanged sentence

July 31, 2022

April 30, 2022

Sales and service revenue

3 unchanged sentences

Liquidity and Capital Resources

January 31, 2024

April 30, 2024

July 31, 2023

3 unchanged sentences

Working capital

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.

During the nine months ended April 30, 2024, we received net proceeds of $160,239 from our ATM Offerings and from exercises of stock options and share purchase warrants.

Subsequent to April 30, 2024, we received additional cash proceeds of $12,824 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.

We recorded net losses in Fiscal 2023 and in all prior years, and we had an accumulated deficit balance of $303,786 as at April 30, 2024.

Furthermore, we may not achieve and maintain profitability or develop positive cash flow from our operations in the near term.

28 unchanged sentences

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.

During the three and nine months ended April 30, 2024, we issued 3,396,370 and 24,584,399 shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $25,543 and $155,050, respectively.

During the three and nine months ended April 30, 2024, we received cash proceeds totaling $3,771 and $4,508, respectively, from the exercise of share purchase warrants.

During the three and nine months ended April 30, 2024, we received cash proceeds totaling $281 and $681, respectively, from the exercise of stock options.

Subsequent to April 30, 2024, we issued a further 1,791,300 shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $12,824.

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.

During the nine months ended April 30, 2024, net cash used in operating activities was $93,871, of which $57,179 was from the purchases of uranium concentrate inventory.

During the nine months ended April 30, 2023, net cash provided by operating activities was $43,778, of which $39,933 was for the change in 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.

During the nine months ended April 30, 2024, net cash provided by financing activities totaled $159,292, comprised primarily of net proceeds from equity financings.

During the nine months ended April 30, 2023, net cash provided by financing activities totaled $64,640, 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.

During the nine months ended April 30, 2024, net cash used in investing activities totaled $23,282, comprised of cash used in the acquisition of the Henday, Milliken and Carswell Projects of $1,334, a capital contribution to JCU of $2,388, cash used to purchase an additional interest in URC of $9,238, cash used in investment in equity securities of $12,115, proceeds from sale of equity securities of $3,008 and cash used for investment in mineral properties and the purchase of equipment of $2,557.

During the nine months ended April 30, 2023, net cash used in investing activities totaled $123,333, comprised of cash used in the Roughrider Acquisition of $82,117, a capital contribution to JCU of $595, cash used in investment in equity securities of $42,219, cash used for investment in mineral properties and the purchase of equipment of $388 and net cash of $1,984 received from the UEX Acquisition.

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.

As of April 30, 2024, we had in-the-money stock options outstanding representing 6,249,671 shares at a weighted-average exercise price of $2.07 per share, and in-the-money share purchase warrants outstanding representing 2,404,116 shares at a weighted-average exercise price of $3.38 per share.

As of April 30, 2024, outstanding in-the-money stock options and warrants represented a total 8,653,787 shares issuable for gross proceeds of approximately $21.1 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:

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.

During the three and nine months ended April 30, 2024, we incurred $11 and $54, respectively, in exploration expenditures on behalf of JCU.

As at April 30, 2024, the amount receivable from JCU totaled $3 (July 31, 2023:

During the three and nine months ended April 30, 2024, we incurred $2 and $27, respectively, and during the three and nine months ended April 30, 2023, we incurred $2 and $84, 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:

As at April 30, 2024, the amount owing to Blender was $Nil (July 31, 2023:

Material Commitments

As at January 31, 2024, significant payment obligations of the Company over the next five years and beyond are as follows:

As at April 30, 2024, significant payment obligations of the Company over the next five years and beyond are as follows:

Payment Due by Period

3 unchanged sentences

Uranium Inventory Purchase Obligations

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.

As of April 30, 2024, we were renting or leasing office premises in the States of Texas, Arizona and Wyoming, British Columbia and Saskatchewan, Canada, and Paraguay, for total monthly payments of $34.

Office lease agreements for the U.S.

1 unchanged sentence

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.

As at April 30, 2024, we were committed to paying our key executives a total of $1,065 per year for management services.

Off-Balance Sheet Arrangements

5 unchanged sentences

Subsequent Events

Subsequent to January 31, 2024, we received additional cash proceeds of $13,390 under our ATM Offerings.

Subsequent to April 30, 2024, we received additional cash proceeds of $12,824 under our ATM Offerings.

In addition, 39,393 warrants with an expiry date of September 7, 2024 were exercised and proceeds of $93 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.

Quantitative and Qualitative Disclosures About Market Risk

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements