What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-09-27 compared with 2023-09-29 · 205 added, 215 removed, 282 unchanged (60% of the section changed)

Market for Registrant ’

s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Shares of our common stock commenced trading on the OTC Bulletin Board under the symbol “URME”

on December 5, 2005.

On September 28, 2007, shares of our common stock commenced trading on the NYSE American (formerly known as the American Stock Exchange, the NYSE Amex Equities Exchange and the NYSE MKT) under the symbol “UEC”.

Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Shares of our common stock commenced trading on the OTC Bulletin Board under the symbol “URME” on December 5, 2005.

The market for our common stock is limited and can be volatile.

The following table sets forth the high and low trading prices relating to our common stock on the NYSE American on a quarterly basis for the periods indicated:

NYSE American

Quarter Ended

The last reported closing price for our shares on the NYSE American on September 26, 2024 was $6.37 per share.

As of September 27, 2023, we had 261 registered shareholders.

As of September 26, 2024, we had 251 registered shareholders.

Dividend Policy

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Securities Authorized For Issuance Under Compensation Plans

At July 31, 2023, we had one equity compensation plan, our 2023 Stock Incentive Plan (the “2023 Plan”).

Our 2023 Plan was ratified by our shareholders on July 20, 2023 and thereby superseded and replaced our then 2022 Stock Incentive Plan (the “2022 Plan”);

At July 31, 2024, we had one equity compensation plan, our 2024 Stock Incentive Plan (the “2024 Plan”).

Our 2024 Plan was ratified by our shareholders on July 16, 2024 and thereby superseded and replaced our then 2023 Stock Incentive Plan (the “2023 Plan”);

having been ratified by our shareholders on July 20, 2023;

with all stock-based compensation awards granted in accordance with our 2022 Plan and each of our preceding stock incentive plans being continued under our 2023 Plan (and the 2023 Plan, the 2022 Plan and all preceding stock incentive plans being, collectively, our “Stock Incentive Plan”

with all stock-based compensation awards granted in accordance with our 2023 Plan and each of our preceding stock incentive plans being continued under our 2024 Plan (and the 2024 Plan, the 2023 Plan and all preceding stock incentive plans being, collectively, our “Stock Incentive Plan” herein).

The table below sets forth information relating to our equity compensation plan at our fiscal year end July 31, 2024:

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(i) 5,103,339 outstanding stock options having a weighted average exercise price of $2.66 and a weighted average remaining term of 7.32 years;

(ii) 979,500 shares of our common stock underlying restricted stock units (the “RSUs”);

and (iii) 1,286,505 shares of our common stock underlying performance based restricted stock units (the “PRSUs”).

(ii) 1,167,680 shares of our common stock underlying restricted stock units (the “RSUs”);

and (iii) 1,511,863 shares of our common stock underlying performance based restricted stock units (the “PRSUs”).

Shares of our common stock underlying PRSUs are included assuming maximum payout, but may be paid out at lesser amounts, or not at all, depending on the achievement of performance criteria.

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(i) every share issuable pursuant to the exercise of a stock option or SAR counting as one share of our common stock;

and (ii) every share underlying restricted stock, a RSU, a PRSU or other right or benefit under our Stock Incentive Plan counting as two shares of our common stock.

and (ii) every share underlying restricted stock, a RSU, a PRSU or other right or benefit under our Stock Incentive Plan counting as two shares of our common stock under and from our Stock Incentive Plan.

Securities Authorized For Issuance Under Compensation Plans

2023 Stock Incentive Plan

On May 26, 2023, our Board of Directors authorized and approved the adoption of the Company’s 2023 Plan, under which an aggregate of 30,108,288 of our shares may be issued, subject to adjustment as described in the 2023 Plan, and which, at that time, consisted of:

2024 Stock Incentive Plan

On May 24, 2024, our Board of Directors authorized and approved the adoption of the Company’s 2024 Plan, under which an aggregate of 29,755,663 of our shares may be issued, subject to adjustment as described in the 2024 Plan, and which, at that time, consisted of:

(i) 6,970,941 shares issuable pursuant to awards previously granted that were outstanding under our 2023 Plan;

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and (iii) 6,000,000 additional shares that may be issued pursuant to awards that may be granted under the 2024 Plan.

On July 20, 2023, our shareholders approved the adoption of our 2023 Plan. 

On July 16, 2024, our shareholders approved the adoption of our 2024 Plan.

The 2024 Plan supersedes and replaces our most recent and prior equity compensation plan, being the 2023 Plan.

The purpose of our Stock Incentive Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees and eligible consultants to acquire and maintain stock ownership in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.

Our Stock Incentive Plan is administered by our Compensation Committee (therein our “Administrator”) which shall determine, among other things:

(i) the persons to be granted awards under the Stock Incentive Plan (each an “Award”

to an “Eligible Participant”);

Our Stock Incentive Plan is administered by our Compensation Committee (therein our “Administrator”) which shall determine, among other things:

(i) the persons to be granted awards under the Stock Incentive Plan (each an “Award” to an “Eligible Participant”);

(ii) the number of shares or amount of other Awards to be granted;

and (iii) the terms and conditions of the Awards granted. 

We may issue shares, options, stock appreciation rights, restricted stock units, performance restricted stock units, deferred stock units and dividend equivalent rights, among others, under our Stock Incentive Plan.

An Award may not be exercised after the termination date of the Award and may be exercised following the termination of an Eligible Participant’s continuous service only to the extent provided by the Administrator under the Stock Incentive Plan.

If the Administrator of our Stock Incentive Plan permits an Eligible Participant to exercise an Award following the termination of continuous service for a specified period, the Award terminates to the extent not exercised on the last day of the specified period or the last day of the original term of the Award, whichever occurs first. 

In the event an Eligible Participant’s service has been terminated for “cause”, he or she shall immediately forfeit all rights to any of the Awards outstanding.

The foregoing summary of our Stock Incentive Plan is not complete and is qualified in its entirety by reference to the Stock Incentive Plan, a copy of which has been filed electronically with the SEC, which is available under the Company’s filings at www.sec.gov.

and (iii) the terms and conditions of the Awards granted.

We may issue shares, options, stock appreciation rights, RSUs, PRSUs, deferred stock units and dividend equivalent rights, among others, under our Stock Incentive Plan.

In the event an Eligible Participant’s service has been terminated for “cause”, he or she shall immediately forfeit all rights to any of the Awards outstanding.

As of September 26, 2024, there were stock options outstanding under our Stock Incentive Plan exercisable for an aggregate of 5,089,314 shares of our common stock.

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During our fourth quarter ended July 31, 2024, we issued the following securities that were not registered under the Securities Act:

on May 2, 2023, we issued 12,796 shares of common stock pursuant to the exercise of warrants at a price of CAD$2.33 per share.

We relied on the exemption from the registration requirements under the Securities Act provided by Rule 903 of Regulation S with respect to the issuance of these shares; 

on May 16, 2023, we issued an aggregate of 77,906 shares of common stock pursuant to the exercise of warrants at a price of CAD$2.33 per share.

We relied on the exemption from the registration requirements under the Securities Act provided by Rule 903 of Regulation S with respect to the issuance of these shares;

on May 19, 2023, we issued an aggregate of 34,874, 7,500 and 69,704 shares of common stock pursuant to the exercise of warrants at prices of CAD$2.33, CAD$2.00 and CAD$1.44 per share respectively.

on May 14, 2024, we issued 39,393 shares of common stock pursuant to the exercise of warrants at a price of CA$3.22 per share.

We relied on the exemption from the registration requirements under the Securities Act provided by Rule 903 of Regulation S with respect to the issuance of these shares;

On the same date, we issued an aggregate of 11,250 shares of common stock pursuant to the exercise of warrants at a price of CAD$2.33 per share.

We relied on the exemption from the registration requirements under the Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) under the Securities Act with respect to the issuance of these shares; 

on June 2, 2023, we issued an aggregate of 689,158 shares of common stock pursuant to the exercise of warrants at a price of CAD$2.00 per share.

We relied on the exemption from the registration requirements under the Securities Act provided by Rule 903 of Regulation S with respect to the issuance of these shares;

on July 26, 2023, we issued an aggregate of 34,566 shares of common stock to a certain vendor pursuant to a Property Purchase Agreement dated July 10, 2023, at a deemed issuance price of $3.2845 per share.

We relied on exemptions from registration under the Securities Act provided by Regulation S and/or Section 4(a)(2) with respect to the issuance of these shares.

on June 13, 2024, we issued 1,552 shares of common stock pursuant to the exercise of warrants at a price of CA$4.44 per share.

We relied on the exemption from the registration requirements under the Securities Act provided by Rule 903 of Regulation S with respect to the issuance of these shares;

on June 14, 2024, we issued 814,965 shares of common stock pursuant to the exercise of warrants at a price of CA$4.44 per share.

We relied on the exemption from the registration requirements under the Securities Act provided by Rule 903 of Regulation S with respect to the issuance of these shares; and

on June 18, 2024, we issued an aggregate of 282,887 shares of common stock pursuant to the exercise of warrants at a price of CA$4.44 per share.

We relied on the exemption from the registration requirements under the Securities Act provided by Rule 903 of Regulation S with respect to the issuance of these shares.

Comparative Stock Performance

The graph below compares the cumulative total stockholder return on our common stock assuming an investment of $100 and the reinvestment of all dividends, if any, for the years ended July 31, 2020, through to July 31, 2024, with:

(i) the cumulative total return on the shares of common stock of a current peer group index comprised of Centrus Energy Corp., Coeur Mining, Inc., Comstock Resources, Inc., Denison Mines Corp., enCore Energy Corp., Energy Fuels Inc., Filo Mining Corp., Fission Uranium Corp., Gulfport Energy Corporation, K92 Mining Inc., NexGen Energy Ltd., Northern Oil and Gas, Inc., Osisko Mining Inc., Seabridge Gold Inc.

(i) the cumulative total return on the shares of common stock of a current peer group index comprised of Black Stone Minerals, L.P., Cameco Corporation, Comstock Resources, Inc., Denison Mines Corp., Energy Fuels Inc., Filo Corp., Fission Uranium Corp., Gulfport Energy Corporation, Magnolia Oil & Gas Corporation, NexGen Energy Ltd., NGEx Minerals Ltd., Northern Oil and Gas, Inc.

and Vital Energy, Inc.

(collectively, the “Peer Group”);

(ii) the cumulative total return on the shares of common stock of a previous peer group index comprised of Centrus Energy Corp., Coeur Mining, Inc., Comstock Resources, Inc., Denison Mines Corp., enCore Energy Corp., Energy Fuels Inc., Filo Corp., Fission Uranium Corp., Gulfport Energy Corporation, K92 Mining Inc., NexGen Energy Ltd., Northern Oil and Gas, Inc., Osisko Mining Inc., Seabridge Gold Inc.

and Torex Gold Resources Inc.

(collectively, the “Peer Group”);

(ii) the cumulative total return on the shares of common stock of a previous peer group index comprised of Centrus Energy Corp., Comstock Resources, Inc., Denison Mines Corp., Energy Fuels Inc., Fission Uranium Corp., Global Atomic Corporation, Gulfport Energy Corporation, IsoEnergy Ltd., NACCO Industries, Inc., NexGen Energy Ltd., Northern Oil and Gas, Inc., PolyMet Mining Corp.

and Ur-Energy Inc.

(collectively, the “Previous Peer Group”);

and (iii) the cumulative return on the Russell 3000 Index.

The change in Peer Group was made to address changes in the external market and to better reflect our Company’s business.

Selected Financial Data

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The following tables provide selected financial data for each of the past five fiscal years, and should be read in conjunction with, and are qualified in their entirety by, reference to, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes for the fiscal year ended July 31, 2023, as presented under Item 8.

Management’s Discussion and Analysis of Financial Condition and Results of Operations herein, and our consolidated financial statements and related notes for the fiscal year ended July 31, 2024, as presented under Item 8.

Financial Statements and Supplementary Data.

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Cash and cash equivalents

Term deposits

Working capital

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Diluted income (loss) per share

Management ’

s Discussion and Analysis of Financial Condition and Results of Operations

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

(Expressed in thousands of U.S.

dollars, except per share amounts)

The following management ’

s discussion and analysis of the Company ’

s financial condition and results of operations contain forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations.

The following management ’ s discussion and analysis of the Company ’ s financial condition and results of operations 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-K filing for the fiscal year ended July 31, 2024, including the consolidated financial statements and related notes contained herein.

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 document.

Refer to “

Cautionary Note Regarding Forward-looking Statements ”

Refer to “ Cautionary Note Regarding Forward-looking Statements ” and Item 1A.

Risk Factors herein.

The following discussion summarizes the results of operations for each of our fiscal years ended July 31, 2024, 2023 and 2022 and our financial condition as at July 31, 2024 and 2023, with a particular emphasis on Fiscal 2024, our most recently completed fiscal year.

We operate in a single reportable segment and, since 2004, as more fully described under “General Business”

Business herein, we have been 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.

We have been 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.

During the fourth quarter of Fiscal 2024, we revised the financial information which our Chief Executive Officer, who is our chief operating decision maker ("CODM"), uses to evaluate performance and allocate resources.

As a result, the Company’s reportable segments have been changed from one reportable segment to the following:

Mining segments

Corporate and admin segment

We utilize ISR mining for our uranium projects 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 have two uranium processing facilities located in the vicinity of our IRS Mines, which process material from our ISR Mines into drums of U 3 O 8 for shipping to a third-party storage and sales facility.

We have two uranium processing facilities located in the vicinity of our ISR Mines, which process material from our ISR Mines into drums of U 3 O 8 for shipping to a third-party storage and sales facility.

At July 31, 2024, we had no uranium supply or off-take agreements in place.

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 prior to the end of our next quarter 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 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 of U 3 O 8 per year to 4.0 million pounds of U 3 O 8 per year was submitted to the WDEQ in November 2023;

and approval is expected later in 2024.

During August of 2024 we commenced the process for uranium extraction which is being funded with existing cash on the Company’s balance sheet.

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 reinstallation 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”).

We acquired the fully permitted Reno Creek Project in August 2017 and expanded our operations to the strategic Powder River Basin in Wyoming.

On December 17, 2021, we completed the acquisition of all the issued and outstanding shares of Uranium One Americas, Inc. (now UEC Wyoming Corp.;

UEC Wyoming) for total cash consideration of $128,495.

The UEC Wyoming portfolio primarily consists of 12 projects located in Wyoming, six of which are located in the Powder River Basin with four fully permitted, and six of which are located in the Great Divide Basin (the “UEC Wyoming Portfolio”).

The UEC Wyoming Portfolio also consists of dozens of under-explored, mineralized brownfield projects, backed by detailed databases of historic uranium exploration and development programs, thus greatly enhancing the potential for resource expansion.

The U1A Acquisition creates a Wyoming hub-and-spoke operation for UEC, anchored by UEC Wyoming’s Irigaray Processing Facility with a licensed capacity of 2.5 million pounds U 3 O 8 per year.

Refer to Note 5:

Acquisition of Uranium One Americas, Inc.

of the Consolidated Financial Statements for Fiscal 2023.

On June 7, 2022, UEC completed a property swap agreement (the “Property Swap”) with Anfield Energy Inc.

(“Anfield”), whereby the Company received Anfield’s portfolio of 25 ISR uranium projects in Wyoming (the “Anfield ISR Projects”) in exchange for UEC’s Slick Rock and Long Park projects located in Colorado.

The Anfield ISR Projects increased UEC’s Wyoming land holdings by 50%, adding 55,119 acres of federal mining claims and state mineral leases. 

The Anfield ISR Projects are comprised of the Charlie Project, located immediately adjacent to UEC’s Christensen Ranch property, along with nine projects in the Powder River Basin, seven projects in the Great Divide Basin, four projects in the Wind River Basin, three projects in the Shirley Basin and one project in the Black Hills.

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, one of the world’s richest uranium regions.

In addition to advancing its uranium development 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 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.

Subsequent to July 31, 2023, we acquired a portfolio of exploration-stage projects in the Athabasca Basin, Saskatchewan, Canada, for CAD$1.5 million from Rio Tinto Exploration Canada Inc., a subsidiary of Rio Tinto Inc., whereby we acquired a 60% equity stake in the Henday Lake joint venture, 100% of the Milliken project and a 50% equity stake in the Carswell joint venture project. 

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 2.0 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.

We do not expect, however, to utilize ISR mining for all of our mineral rights in which case we would expect to rely on conventional open pit and/or underground mining techniques.

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, 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 U1A Acquisition in December 2021, we expanded our footprint 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 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.

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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.

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

For the years ended July 31, 2023 and 2022, 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 total of $57.0 million in gross profits.

However, we did not sell any of our purchased uranium during Fiscal 2024.

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.

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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 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.

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 and Goliad Projects, Ludeman, Antelope and Charlie Projects, and of our recently acquired traditional uranium mines in Athabasca Basin in Saskatchewan, Canada, has many risks and uncertainties.

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 Athabasca Basin, in Saskatchewan, Canada, has many risks and uncertainties.

These include, but are not limited to:

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Results of Operations

During Fiscal 2023, we recorded sales and service revenue of $164,389 and realized gross profit of $49,670.

For Fiscal 2022, we recorded sales and service revenue of $23,161 and realized gross profit of $7,293. 

No sales and service revenues were recorded during Fiscal 2021.

We recorded a net loss of $3,307 ($0.01 per share) for Fiscal 2023 and net income of $5,252 

($ 0.02 per share) for Fiscal 2022, while we recorded a net loss of $14,813 ($0.07 per share) for Fiscal 2021. 

Income (loss) from operations during Fiscal 2023, Fiscal 2022 and Fiscal 2021 was $8,867, $ (22,710) and $(17,512), respectively. 

During Fiscal 2023, 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. 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 the Palangana Mine and the Christensen Ranch Mine, 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. 

As a result, no uranium concentrate was extracted at our ISR Mines and processed at the Hobson and the Irigaray Processing Facilities during Fiscal 2023 and Fiscal 2022.

We established our Physical Uranium Program in Fiscal 2021. 

As of July 31, 2023, we have 1,695,000 pounds of uranium inventory purchase commitments outstanding for a total purchase price of $72,517.

Various deliveries are scheduled to occur from Fiscal 2024 into Fiscal 2026 at a weighted average price of $42.78 per pound of uranium.

During Fiscal 2023, as part of our Physical Uranium Program, we purchased  1,521,000 poun ds of uranium concentrates with a total cost of $53.7 million.

During Fiscal 2024, we recorded sales and service revenue of $224 and realized gross profit of $37.

For Fiscal 2023, we recorded sales and service revenue of $164,389 and realized gross profit of $49,670.

For Fiscal 2022, we recorded sales and service revenue of $23,161 and realized gross profit of $7,293.

We recorded a net loss of $29,221 ($0.07 per share) for Fiscal 2024 and $3,307 ($0.01 per share) for Fiscal 2023, respectively, while we recorded a net income of $5,252 ($0.02 per share) for Fiscal 2022.

Income (loss) from operations during Fiscal 2024, Fiscal 2023 and Fiscal 2022 was $(56,402), $8,867 and $(22,710), 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 p hysical u ranium p rogram to purchase drummed uranium at prevailing spot prices which are below most global industry mining costs in Fiscal 2021.

As of July 31, 2024, we have 700,000 pounds of uranium inventory purchase commitments outstanding for a total purchase price of $26,740.

Various deliveries are scheduled to occur from Fiscal 2025 into Fiscal 2026 at a weighted average price of $38.20 per pound of uranium.

During Fiscal 2024, as part of our Physical Uranium Program, we purchased 1,295,000 poun ds of uranium concentrates with a total cost of $69.6 million.

As of July 31, 2024, the carrying value of our uranium inventories was $75,440 (July 31, 2023:

Sales and Service Revenue

During Fiscal 2023, we recorded sales of $163,950 from the sale of uranium concentrate inventory, which increased by $141,004 or 614.5% compared to Fiscal 2022.

In addition, we recorded revenue from toll processing services of $439 in Fiscal 2023, increased by $224 compared to Fiscal 2022, which was generated from processing uranium resins according to a toll processing agreement resulting from the U1A Acquisition.

As a result, we realized gross profit of $49,670, representing a gross profit margin of 30.2% in Fiscal 2023, an increase of $42,377 from Fiscal 2022.

 No sales and service revenues were recorded during Fiscal 2021.

During Fiscal 2024, we recorded sales of $Nil from the sale of uranium concentrate inventory, which decreased by $163,950 and $22,946 compared to Fiscal 2023 and Fiscal 2022, respectively.

In addition, we recorded revenue from toll processing services of $224 in Fiscal 2024, which was generated from processing uranium resins according to a toll processing agreement resulting from the U1A Acquisition, compared to $439 in Fiscal 2023 and $215 in Fiscal 2022.

As a result, we realized gross profit of $37, representing a gross profit margin of 16.5% in Fiscal 2024, compared to $49,670 in Fiscal 2023 and $7,293 in Fiscal 2022.

The table below provides a breakdown of sales and service revenue and cost of sales and services:

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During Fiscal 2024, the exploration expenditures, such as drilling and preliminary economic assessments, were primarily spent on the following projects:

Roughrider Project:

$6,317 (Fiscal 2023:

$1,287, Fiscal 2022:

Buke Hollow Project:

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$3,107, Fiscal 2022:

Christie Lake Project:

Christensen Ranch Mine:

$1,060 (Fiscal 2023:

$nil, Fiscal 2021:

Roughrider Project:

$470, Fiscal 2022:

$nil, Fiscal 2021:

During Fiscal 2023, the production readiness expenditures were primarily spent on the following projects:

During Fiscal 2024, the production readiness expenditures were primarily spent on the following projects:

Palangana Mine:

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$1,799, Fiscal 2022:

During Fiscal 2023, the property maintenance expenditures were primarily spent on the following projects:

During Fiscal 2024, the property maintenance expenditures were primarily spent on the following projects:

Buke Hollow Project:

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General and Administrative

During Fiscal 2023, general and administrative (“G&A”) expenses totaled $20,064, compared to $15,026 in Fiscal 2022 and $12,640 in Fiscal 2021.

G&A expenses were comprised of the following:

During Fiscal 2024, general and administrative (“G&A”) expenses totaled $21,873, compared to $20,064 in Fiscal 2023 and $15,026 in Fiscal 2022.

G&A expenses were comprised of the following:

Year Ended July 31,

Salaries and management fees

Office, IR, communication, insurance and travel

Foreign exchange loss

Office, investor relations, communication, insurance and travel

Foreign exchange (gain) loss

Professional fees

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The following summary provides a discussion of the major expense categories, including analyses of factors that caused significant variances from year-to-year:

during Fiscal 2023, salaries, wages and management fees totaled $5,168, compared to $4,281 during Fiscal 2022, which was primarily the result of the corporate-wide salary increases to adjust for inflation, payment of short-term incentive cash bonuses for executive officers, employee and consultants as well as additional salary expenses due to the acquisition of U1A in December 2021 and the acquisition of UEX in August 2022. 

The increase in salaries and managements fee in Fiscal 2022 from Fiscal 2021 was primarily due to the corporate-wide salary increase and the acquisition of U1A.

during Fiscal 2023, office, filing and listing fees, insurance, corporate development, investor relations and travel expenses totaled $6,801, compared to $4,501 during Fiscal 2022, which was primarily the result of increases in expenses for expansion of our Wyoming’s and UEX's operations. 

During Fiscal 2022, office, filing and listing fees, insurance, corporate development, investor relations and travel expenses totaled $4,501, compared to $3,765 during Fiscal 2021, which was primarily the result of increases in expenses for office, administration and insurance, and expansion of our Wyoming’s operations. 

during Fiscal 2024, salaries and management fees totaled $7,705, compared to $5,168 in Fiscal 2023, which was primarily the result of hiring additional general and administrative personnel to support the Company's expansion and a corporate-wide salary increase.

During Fiscal 2023, salaries, wages and management fees totaled $5,168, compared to $4,281 during Fiscal 2022.

The increase in salaries and managements fee in Fiscal 2023 from Fiscal 2022 was primarily due to the corporate-wide salary increase and the acquisition of UEX.

during Fiscal 2024, office, investor relations, communications, insurance and travel expenses totaled $5,807, compared to $6,801 during Fiscal 2023, which was primarily the result of decreases in corporate development, investor relations and travel expenses.

During Fiscal 2023, office, filing and listing fees, insurance, corporate development, investor relations and travel expenses totaled $6,801, compared to $4,501 during Fiscal 2022, which was primarily the result of increases in expenses due to the inclusion of our Wyoming and Canadian projects.

during Fiscal 2024, professional fees totaled $3,340, compared to $2,609 in Fiscal 2023.

During Fiscal 2023, professional fees totaled $2,609, compared to $1,387 in Fiscal 2022.

Professional fees are comprised primarily of legal services related to transactional activities, regulatory compliance and for audit, accounting and tax compliance services.

During Fiscal 2023, professional fees totaled $2,609, compared to $1,387 in Fiscal 2022.

During Fiscal 2022, professional fees totaled $1,387, compared to $952 during Fiscal 2021. The overall increasing trend in professional fees is due to the growth in business activities and the expansion of our operations;

stock-based compensation includes the fair value of stock options granted to optionees and the fair value of shares of the Company issued to directors, officers, employees and consultants of the Company under our Stock Incentive Plan. 

In recent years, we have utilized equity-based payments to our directors, officers, employees and consultants as part of our continuing efforts to reduce cash outlays. 

Stock-based compensation expense totaled $5,415, compared to $4,540 during Fiscal 2022. 

The stock-based compensation varied from year to year primarily as a result of changes in the amount of compensation shares and stock award expenses which were amortized on an accelerating basis, resulting in more expenses being recorded at the beginning of the vesting period than at the end.

The overall increasing trend in professional fees is due to the growth in our business activities and the expansion of our operations;

During Fiscal 2024 stock-based compensation expense totaled $5,172, compared to $5,415 during Fiscal 2023 and $4,540 during Fiscal 2022.

Stock-based compensation includes the amortization of fair value of stock options granted to optionees and the fair value of shares of the Company issued to directors, officers, employees and consultants of the Company under our Stock Incentive Plan.

The stock-based compensation varies from year to year primarily as a result of changes in the amount of compensation shares and stock award expenses which were amortized on an accelerating basis, resulting in more expenses being recorded at the beginning of the vesting period than at the end.

Acquisition-related Costs

During Fiscal 2023, the acquisition-related costs of UEX and Roughrider Project were capitalized in the consolidated balance sheets as both the UEX and Roughrider Project acquisitions were accounted for as assets acquisition under US GAAP.

During Fiscal 2022, we incurred acquisition-related costs of $3,444 in the statement of operations in connection with the U1A Acquisition, as it was accounted for as a business combination. 

During Fiscal 2023, the acquisition-related costs of UEX and the Roughrider Project were capitalized in our consolidated balance sheets as both the UEX and Roughrider Project acquisitions were accounted for as asset acquisitions under US GAAP.

During Fiscal 2022, we incurred acquisition-related costs of $3,444 in our statement of operations in connection with the U1A Acquisition, as it was accounted for as a business combination.

Depreciation, Amortization and Accretion

During Fiscal 2023, depreciation, amortization and accretion totaled $2,007, which increased by $628 compared to $1,379 during Fiscal 2022, primarily due to a full-year depreciation of our plant and equipment acquired from the U1A Acquisition compared to 7 months of depreciation in Fiscal 2022.

During Fiscal 2022, depreciation, amortization and accretion totaled $393.

During Fiscal 2024, depreciation, amortization and accretion totaled $2,183, which increased by $176 compared to $2,007 during Fiscal 2023.

Depreciation, amortization and accretion includes depreciation and amortization of long-term assets acquired in the normal course of operations and accretion of asset retirement obligations.

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Surety bond premium

During Fiscal 2023 the decrease in interest on long-term debt and amortization of debt discount resulted from the decrease in the outstanding principal amount of our long-term debt to $Nil as at January 31, 2022, from $10,000 as at July 31, 2021, and from $20,000 as at July 31, 2020 due to the principal repayments we made.

The increase in surety bond premiums in Fiscal 2022 resulted from the surety bonds assumed as a result of the U1A Acquisition.

During Fiscal 2024, surety bond premium was $772 compared to $760 during Fiscal 2023 and $539 during Fiscal 2022.

The surety bond premiums resulted from the surety bonds assumed as a result of the U1A Acquisition.

During Fiscal 2023, the decrease in interest on long-term debt and amortization of debt discount resulted from the decrease in the outstanding principal amount of our long-term debt to $Nil as at January 31, 2022.

Income from Equity-Accounted Investment

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Gain on dilution of ownership interest

During Fiscal 2023, Fiscal 2022 and Fiscal 2021, we recorded a gain on dilution of ownership interest in Uranium Royalty Corp.

(“URC”) of $654, $3,973 and $4,473, respectively, as a result of URC issuing more shares from its equity financings, which decreased our ownership interest in URC to 14.9% at July 31, 2023, from 15.5% at July 31, 2022 and from 18.1% at July 31, 2021.

During Fiscal 2023, Fiscal 2022 and Fiscal 2021, we recorded a share of URC’s income of $414, $153 and $732, respectively. During Fiscal 2023, we also recorded a share of JCU (Canada) Exploration Company Limited (“JCU”)'s loss of $2,062 since the acquisition of UEX which owns 50% of JCU. 

During Fiscal 2024, Fiscal 2023 and Fiscal 2022, we recorded a gain on dilution of ownership interest in Uranium Royalty Corp.

(“URC”) of $425, $654 and $3,973, respectively, as a result of URC issuing more shares from its equity financings, which decreased our ownership interest in URC to 14.8% at July 31, 2024, from 14.9% at July 31, 2023 and from 15.5% at July 31, 2022.

During Fiscal 2024, Fiscal 2023 and Fiscal 2022, we recorded a share of URC’s income of $2,032, $414 and $153, respectively.

During Fiscal 2024 and Fiscal 2023, we also recorded a share of JCU’s loss of $1,440 and $2,062, respectively, since the acquisition of UEX which owns 50% of JCU.

Debt Receivable Recovery and Gain on Settlement of Debt Receivable

In connection with the U1A Acquisition, we acquired certain indebtedness totaling $18,342 due from Anfield, which was owed to U1A prior to the closing of the U1A Acquisition (the “Anfield Debt”).

We assigned a value of $Nil to the Anfield Debt net of the expected credit loss on the preliminary purchase price allocation given that the probability of the Anfield Debt being collectable was remote at December 17, 2021.

On April 19, 2022, we entered into a debt settlement agreement (the “Settlement Agreement”) and a property swap agreement (the “Swap Agreement”;

and together with the Settlement Agreement, the “Anfield Agreements”) with Anfield to settle the Anfield Debt.

Pursuant to the Anfield Agreements, the Anfield Debt was settled by the payment by Anfield to UEC of $9,171 in cash and the issuance by Anfield to UEC in units of Anfield (each, an “Anfield Unit”) with a deemed value of $9,171, with each such Anfield Unit being comprised of one common share in the capital of Anfield (each, an “Anfield Common Share”) and one Anfield Common Share purchase warrant (each whole such warrant being an “Anfield Warrant”).

Each Anfield Warrant entitles UEC to acquire one Anfield Common Share at a price of CAD$0.18 until May 12, 2027 (collectively, the “Anfield Debt Settlement”).

On April 19, 2022, we entered into a debt settlement agreement (the “Settlement Agreement”) and a property swap agreement (the “Swap Agreement”;

and together with the Settlement Agreement, the “Anfield Agreements”) with Anfield to settle the Anfield Debt.

Each Anfield Warrant entitles UEC to acquire one Anfield Common Share at a price of CA$0.18 until May 12, 2027 (collectively, the “Anfield Debt Settlement”).

Completion of the Anfield Agreements was contingent on Anfield raising additional financing.

On June 7, 2022, we closed the Anfield Debt Settlement whereby we received $9,171 in cash and Anfield Units, being comprised of 96,272,918 Anfield Common Shares with a fair value of $7,702 and 96,272,918 Anfield Warrants with a fair value of $3,249.

On June 7, 2022, we closed the Anfield Debt Settlement whereby we received $9,171 in cash and the Anfield Units, being comprised of 96,272,918 Anfield Common Shares with a fair value of $7,702 and 96,272,918 Anfield Warrants with a fair value of $3,249.

Consequently, we reversed the entire expected credit loss on the debt receivable and recognized a recovery on debt receivable of $18,342 on our consolidated statements of operations and comprehensive income in Fiscal 2022.

The fair value of the cash and the Anfield Common Shares and Anfield Warrants totaled $20,122, which exceeded the amounts of $18,342 previously written off at the date of U1A Acquisition by $1,780, resulting in a gain on settlement of the Anfield Debt receivable on our consolidated statements of operations and comprehensive income. 

The fair value of the cash and the Anfield Units totaled $20,122, which exceeded the amounts of $18,342 previously written off at the date of U1A Acquisition by $1,780, resulting in a gain on settlement of the Anfield Debt receivable on our consolidated statements of operations and comprehensive income.

Gain on Disposition of Assets

Fair value loss on Equity Securities

As at July 31, 2023, our investments in certain equity securities are re-evaluated using the market values at period end, which resulted in fair value loss totaling $13,083 compared to fair value loss of $1,898 in Fiscal 2022. 

Fair value gain (loss) on Equity Securities

As at July 31, 2024, our investments in certain equity securities are re-evaluated using the market values at period end, which resulted in fair value gain totaling $27,506 compared to fair value losses of $13,083 in Fiscal 2023 and $1,351 in Fiscal 2022.

Refer to Note 19:

Fair Value Loss on Equity Securities contained herein.

Fair Value Gain (Loss) on Equity Securities of the Consolidated Financial Statements for the year ended July 31, 2024 contained herein.

Liquidity and Capital Resources

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Working capital

During Fiscal 2023, we received net proceeds of $66,527 from equity financing, and exercises of stock options and share purchase warrants. 

During Fiscal 2024, we received net proceeds of $176,708 from equity financing and from exercises of stock options and share purchase warrants.

As at July 31, 2024, we had a working capital of $206,022.

Subsequent to July 31, 2023, we received additional cash proceeds of $36,217 under our ATM Offering (as described herein).

We have a history of operating losses resulting in an accumulated deficit balance since inception. 

Although we recorded net income in Fiscal 2022, we recorded net losses in Fiscal 2023 and all prior years, and we had an accumulated deficit balance of $289,680 as at July 31, 2023. 

During Fiscal 2023, net cash provided by operating activities totaled $72,573, but we recorded negative operating cash flow in prior years.

The increase in accounts payable and accrued liabilities from July 31, 2023 to July 31, 2024 is primarily attributable to the purchase of uranium inventory amounting to $8.9 million at the end of Fiscal 2024, which had no impact on the working capital as at July 31, 2024.

We have a history of operating losses resulting in an accumulated deficit balance since inception.

Although we recorded net income in Fiscal 2022, we recorded net losses in Fiscal 2024 and all prior years, and we had an accumulated deficit balance of $318,901 as at July 31, 2024.

During Fiscal 2024, net cash used in operating activities totaled $106,487.

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

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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.

In recent years, 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.

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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 $5.8 million to maintain these rights in good standing.

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 $3.8 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 change may include accelerating the pace or broadening the scope of reducing our operations.

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if a nuclear incident, such as the event that occurred in Japan in March 2011, were to occur, continuing public support of nuclear power as a viable source of electricity 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 Annual Report is issued. 

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 Annual 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.

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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 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.

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 Fiscal

2022, we issued

15,934,606 shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $

During Fiscal

2023, we issued

15,171,253 shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $

Subsequent to

July 31, 2023, we issued a further 7,010,000 shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $36,217.

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 “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 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 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 ATM Managers selected by us (the “November 2021 ATM Offering”;

and, collectively with the May 2021 ATM Offering, the “2021 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 the 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 ATM Managers selected by us.

During Fiscal 2022, we issued 47,507,536 shares of the Company’s common stock under our ATM Offerings for gross cash proceeds of $167,588.

The total issuance costs were $3,833, which includes compensation of $3,774 paid to the ATM Managers.

During Fiscal 2023, we issued 15,171,253 shares of the Company’s common stock under our ATM Offerings for gross cash proceeds of $59,816.

The total issuance costs were $1,396, which includes compensation of $1,346 paid to the ATM Managers.

During Fiscal 2024, we issued 26,375,699 shares of the Company’s common stock under our ATM Offerings for gross cash proceeds of $171,738.

The total issuance costs were $3,864, all of which were related to compensation paid to the ATM Managers.

Credit Facility

On December 5, 2018, we entered into the Third Amended and Restated Credit Agreement to our credit facility (the “Credit Facility”) with our lenders (each, a “Lender”), whereby we and the Lenders agreed to certain further amendments to our Credit Facility, under which initial funding of $10,000 was received by the Company upon closing of the Credit Facility on July 30, 2013, and additional funding of $10,000 was received by the Company upon closing of the amended Credit Facility on March 13, 2014.

The Third Credit Amended and Restated Agreement superseded, in their entirety, the Company’s prior Second Amended and Restated Credit Agreement, dated and effective February 9, 2016, the Amended and Restated Credit Agreement, dated and effective March 13, 2014, and the Credit Agreement dated and effective July 30, 2013, with our Lenders.

Pursuant to the terms of the Third Amended and Restated Credit Agreement, during Fiscal 2022, we issued 161,594 shares with a fair value of $600, and during Fiscal 2021, we issued an aggregate of 1,249,039 shares to our Lender, with a fair value of $1,170, as payment of anniversary fees to our Lender. 

During Fiscal 2021, we made voluntary payments totaling $10,000 to certain Lenders, and during Fiscal 2022, we made payment of $10,000 to the remaining Lender, which decreased the principal balance outstanding to $Nil as at July 31, 2022 and 2023 under the Credit Facility.

Pursuant to the terms of the Third Amended and Restated Credit Agreement, during Fiscal 2022, we issued 161,594 shares with a fair value of $600.

During Fiscal 2022, we made payment of $10,000 to the remaining Lender, which decreased the principal balance outstanding to $Nil, and the Credit Facility was terminated as at July 31, 2022.

Operating Activities

During Fiscal 2023, we recorded net cash provided by operating activities totaled $72,573.

The positive cash flow was primarily driven by the gross profit of $49,670, decrease in our inventory balance of $60,363, and was partially offset by operating expenditures such as mineral property expenditures and general and administrative expenses.  During Fiscal 2022 and Fiscal 2021, net cash used in operating activities totaled $52,987 and $41,470, respectively, of which $37,206 and $28,961, respectively, was for purchases of uranium concentrates. 

During Fiscal 2024, we recorded net cash used in operating activities of $106,487.

The negative cash flow was primarily driven by the purchase of uranium concentrates of $69,626 and operating expenditures such as mineral property expenditures and G&A expenses.

During Fiscal 2023, we recorded net cash provided by operating activities of $72,573.

The positive cash flow was primarily driven by the gross profit of $49,670, a decrease in our inventory balance of $60,363 and was partially offset by operating expenditures such as mineral property expenditures and G&A expenses.

During Fiscal 2022, net cash used in operating activities totaled $52,987, of which $37,206 was for purchases of uranium concentrates.

Financing Activities

During Fiscal 2023, net cash provided from financing activities totaled $65,417, primarily from net cash of $66,527 from our ATM Offerings and the exercises of stock options and share purchase warrants, offset by payments of $1,044 for tax withholding amounts related to the issuance of RSU and PRSU shares.

During Fiscal 2022 net cash provided from financing activities totaled $157,266, primarily from net cash of $163,755 from the 2021 ATM Offerings and $4,259 from the exercises of stock options and share purchase warrants, offset by the payments of $557 for tax withholding amounts related to the issuance of RSU and PRSU shares, the principal payment of $10,000 to our remaining Lender under the Credit Facility and $191 for a promissory note.

During Fiscal 2021, net cash provided by financing activities totaled $84,458, primarily from net cash of $89,932 from various offerings, and $5,504 from the exercises of stock options and share purchase warrants, offset by the payments of $833 for tax withholding amounts related to the issuance of RSU shares, the principal payment of $10,000 to certain Lenders under the Credit Facility and $145 for a promissory note and a government loan. 

During Fiscal 2024, net cash provided from financing activities totaled $173,076, primarily from net cash of $176,708 from our ATM Offerings and the exercises of stock options and share purchase warrants, offset by payments of $3,632 for tax withholding amounts related to the issuance of options, RSU and PRSU shares.

During Fiscal 2023, net cash provided from financing activities totaled $65,417, primarily from net cash of $66,527 from our ATM Offerings and the exercises of stock options and share purchase warrants, offset by payments of $1,044 for tax withholding amounts related to the issuance of RSU and PRSU shares.

During Fiscal 2022, net cash provided from financing activities totaled $157,266, primarily from net cash of $163,755 from the 2021 ATM Offerings and $4,259 from the exercises of stock options and share purchase warrants, offset by the payments of $557 for tax withholding amounts related to the issuance of RSU and PRSU shares, the principal payment of $10,000 to our remaining lender under our then Credit Facility and $191 for a promissory note.

Investing Activities

During Fiscal 2023, net cash used for investing activities totaled $124,780, comprised of net cash used for the acquisition of Roughrider of $82,117, cash used for investment in equity securities of $42,602, capital contribution to JCU of $1,415, cash used for investment in mineral rights and properties of $101 and cash used for the purchase of property, plant and equipment of $555, offset by cash received as a resulting of the acquisition of UEX of $1,984 and $26 from the disposition of assets.

During Fiscal 2022, net cash used for investing activities totaled $110,843, comprised of net cash used in the U1A Acquisition of $113,588, cash used in investment in equity securities of $15,215, cash used for investment in mineral rights and properties of $590 and cash used for the purchase of property, plant and equipment of $620, offset by cash proceeds of $9,980 from sales of equity securities, $9,171 from recovery of the Anfield Debt receivable and $19 from the disposition of assets.

During Fiscal 2021, net cash used for investing activities totaled $3,625, primarily for cash used in investment in term deposits of $10,000, cash used in the acquisition of URC shares of $3,397, cash used in the investment in mineral rights and properties of $80 and cash used for the purchase of property, plant and equipment of $148, offset by cash received from the redemption of term deposits of $10,000.

During Fiscal 2024, net cash used for investing activities totaled $24,641, comprised of cash used for investment in equity securities of $12,115, the purchase of an additional interest in URC of $9,238, capital contributions to JCU of $2,876, cash used for investment in mineral rights and properties of $1,441 and cash used for the purchase of property, plant and equipment of $1,987, offset by cash proceeds of $3,008 from the sale of equity securities and $8 from the disposition of assets.

During Fiscal 2023, net cash used for investing activities totaled $124,780, comprised of net cash used for the acquisition of the Roughrider Project of $82,117, cash used for investment in equity securities of $47,192, capital contributions to JCU of $1,415, cash used for investment in mineral rights and properties of $101 and cash used for the purchase of property, plant and equipment of $555, offset by cash received as a result of the acquisition of UEX of $1,984 and $26 from the disposition of assets.

During Fiscal 2022, net cash used for investing activities totaled $110,843, comprised of net cash used in the U1A Acquisition of $113,588, cash used in investment in equity securities of $15,215, cash used for investment in mineral rights and properties of $590 and cash used for the purchase of property, plant and equipment of $620, offset by cash proceeds of $9,980 from sales of equity securities, $9,171 from recovery of the Anfield Debt receivable and $19 from the disposition of assets.

Stock Options and Warrants

As at July 31, 2023, the Company had 8,326,983 stock options outstanding at a weighted-average exercise price of $ 1.92 per share, and 3,857,030 share purchase warrants outstanding at a weighted-average exercise price of $3.31 per share.

As at July 31, 2023, the Company had 7,150,361 in-the-money stock options outstanding at a weighted-average exercise price of $1.58 per share and 3,675,212 in-the-money share purchase warrants outstanding at a weighted-average exercise price of $3.27 per share.

As at July 31, 2023, outstanding in-the-money stock options and share purchase warrants represented a total of 10,825,573 shares issuable for gross proceeds of approximately $23.3 million should the stock options and share purchase warrants exercised in full. The exercise of these stock options and share purchase warrants is at the discretion of the respective holders and, accordingly, there is no assurance that any of these stock options or share purchase warrants will be exercised in the future.

As at July 31, 2024, the Company had 5,103,339 stock options outstanding at a weighted-average exercise price of 2.66 per share, and 1,265,319 share purchase warrants outstanding at a weighted-average exercise price of $3.42 per share.

As at July 31, 2024, the Company had 5,053,196 in-the-money stock options outstanding at a weighted-average exercise price of $2.62 per share and 1,265,319 in-the-money share purchase warrants outstanding at a weighted-average exercise price of $3.42 per share.

As at July 31, 2024, outstanding in-the-money stock options and share purchase warrants represented a total of 6,318,515 shares issuable for gross proceeds of approximately $17.6 million should the stock options and the share purchase warrants be exercised in full.

The exercise of these stock options and share purchase warrants is at the discretion of their respective holders and, accordingly, there is no assurance that any of these stock options or share purchase warrants will be exercised in the future.

Plan of Operations

For Fiscal 2024, uranium extraction at PAA-1, 2 and 3 of our Palangana Mine and at the Christensen Ranch Mine is expected to continue being operated at a reduced pace, including the deferral of major pre-extraction expenditures, and to remain in a state of operational readiness in anticipation of a sustained recovery of uranium prices.

In addition, we will continue the drilling program at our Burke Hollow Project and our recently acquired Roughrider Project, as well as carry out additional exploration activities as required on our remaining portfolio. 

Material Commitments

We restarted extracting uranium at Christensen Ranch Mine in August 2024 and expect first shipment of yellowcake in November or December 2024.

We will hire additional personnel for future wellfield development and expand extraction at the Christensen Ranch Mine in Fiscal 2025.

Our Palangana Mine is expected to continue being operated at a reduced pace, including the deferral of major pre-extraction expenditures, and to remain in a state of operational readiness.

In addition, we will continue the drilling program at our Burke Hollow and Roughrider Projects, as well as carry out additional exploration activities as required on our remaining project portfolio.

Material Contractual Obligations and Commitments

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

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Office lease agreements for the U.S.

and Canada expire between September 2023 and November 2028.

Commitments for Management Services

As at July 31, 2023, we have committed to pay our key executives a total of $1,065 per year for management services for Fiscal 2024.

and Canada expire between July 2026 and November 2029.

Off-Balance Sheet Arrangements

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GAAP requires management to make judgements, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reported periods.

Areas requiring significant judgements, estimates and assumptions include the valuation of acquired mineral rights and properties, existence of impairment indicators for the Company’s long-lived assets, valuation and measurement of impairment losses on mineral rights and properties, valuation of recoverability of a credit loss, valuation of stock-based compensation and valuation of asset retirement obligations.

Other areas requiring estimates include allocations of expenditures to inventories, depletion and amortization of mineral rights and properties and depreciation of property, plant and equipment.

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We have established the existence of mineralized materials for certain uranium projects, including our ISR Mines.

However, we have not established proven or probable reserves for any of the uranium projects we operate, including our ISR Mines.

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

However, we have not established proven or probable reserves for any of the uranium projects we operate, including our ISR Mines.

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

As a result, and despite the fact that we commenced extraction of mineralized materials at our ISR Mines, we remain in the Exploration Stage and will continue to remain in the Exploration Stage until such time proven or probable reserves have been established.

Companies in the Production Stage that have 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.

Since we are in the Exploration Stage, it has resulted in our reporting of lower income or larger losses than if we had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to ongoing mine development activities.

Since we are in the Exploration Stage, it has resulted in our reporting of lower income or larger losses than if we 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 amortization allocated to our future reporting periods 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.

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Business Combination and Asset Acquisition

When an acquisition does not meet the definition of a business combination, as the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we account for the acquisition as an asset acquisition.

In an asset acquisition, any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Deferred taxes are recorded on temporary book/tax differences in an asset acquisition using the simultaneous equations method and adjusted the assigned value of the non-monetary assets acquired to include the deferred tax liability 

When an acquisition is accounted for as a business combination, we recognize and measure the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, while transaction costs related to business combinations are expensed as incurred.

In an asset acquisition, any direct acquisition-related transaction costs are capitalized as part of the purchase consideration.

Deferred taxes are recorded on temporary book/tax differences in an asset acquisition using the simultaneous equations method and adjusted the assigned value of the non-monetary assets acquired to include the deferred tax liability.

When an acquisition is accounted for as a business combination, we recognize and measure the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, while transaction costs related to business combinations are expensed as incurred.

An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired and liabilities assumed, if any, in a business combination.

The income valuation method represents the present value of future cash flows over the life of the asset using:

(i) discrete financial forecasts, which rely on management’s estimates of resource quantities and exploration potential, costs to produce and develop resources, revenues and operating expenses;

(ii) appropriate discount rates;

and (iii) expected future capital requirements (the “income valuation method”).

The market valuation method uses prices paid for a similar asset by other purchasers in the market, normalized for any differences between the assets (the “market valuation method”).

The cost valuation method is based on the replacement cost of a comparable asset at the time of the acquisition adjusted for depreciation and economic and functional obsolescence of the asset (the “cost valuation method”).

and (iii) expected future capital requirements (the “income valuation method”).

The market valuation method uses prices paid for a similar asset by other purchasers in the market, normalized for any differences between the assets (the “market valuation method”).

If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded.

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Equity Investments

Investments in an entity in which our ownership is greater than 20% but less than 50%, a 50/50 joint venture which the Company does not have control, or an entity where other facts and circumstances indicate that we have the ability to exercise significant influence over its operating and financing policies, are accounted for using the equity method in accordance with ASC 323:

Investments –

Equity Method and Joint Ventures. Equity-accounted investments are recorded initially at cost and adjusted subsequently to recognize our share of the earnings, losses or other changes in capital of the investee entity after the date of acquisition.

Investments in an entity in which our ownership is greater than 20% but less than 50%, a 50/50 joint venture which the Company does not have control, or an entity where other facts and circumstances indicate that we have the ability to exercise significant influence over its operating and financing policies, are accounted for using the equity method in accordance with ASC 323:

Investments – Equity Method and Joint Ventures.

Equity-accounted investments are recorded initially at cost and adjusted subsequently to recognize our share of the earnings, losses or other changes in capital of the investee entity after the date of acquisition.

We periodically evaluate whether declines in fair values of our equity investments below the carrying value are other-than-temporary and, if so, whether an impairment loss is required.

Additionally, we hold certain equity investments in entities that we do not have the ability to exercise significant influence.

These equity investments represent our ownership interests in certain entities, and therefore meet the definition of an equity security under ASC 321 Investments –

Equity Securities and are measured at fair value at each period end, with unrealized holding gains or losses recorded to earnings.

These equity investments represent our ownership interests in certain entities, and therefore meet the definition of an equity security under ASC 321 Investments – Equity Securities and are measured at fair value at each period end, with unrealized holding gains or losses recorded to earnings.

Impairment of Long-lived Assets

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(i) significant decreases in the market price of the asset;

(ii) significant adverse changes in the business climate or legal factors including significant decreases in uranium prices;

(ii) significant adverse changes in the business climate or legal factors including significant decreases in uranium prices and material adverse changes relating to the Company’s legal rights to its mineral rights and properties;

(iii) significant increase in reclamation costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset;

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Various federal and state mining laws and regulations require our Company to reclaim the surface areas and restore underground water quality to the pre-existing quality or class of use after the completion of mining.

We recognize the present value of the future restoration and remediation costs as an asset retirement obligation (each, an “ARO”) in the period in which we incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.

AROs consist of estimated final well closure, plant and equipment decommissioning and removal and environmental remediation costs to be incurred by our Company in the future.

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Subsequent Events

On August 22, 2023, we acquired a portfolio of exploration-stage projects in the Athabasca Basin, Saskatchewan, Canada, which includes 60% equity stake in the Henday Lake joint venture, 100% of the Milliken project and a 50% equity stake in the Carswell joint venture project from Rio Tinto Exploration Canada Inc.

for approximately $1.1 million (CAD$1.5 million). 

Acquisition of Wyoming project

On September 20, 2024, the Company, through its wholly-owned subsidiary, UEC Sweetwater Corp., a Delaware corporation (the “Buyer”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Rio Tinto America Inc., a Delaware corporation (the “Seller”), pursuant to which the Company through the Buyer will acquire from the Seller all of the issued and outstanding shares of capital stock (the “Shares”) of (i) Kennecott Uranium Company, a Delaware corporation (“KUC”), which is a joint venture participant of, and owns a 50% ownership interest in, the Green Mountain Mining Venture, an unincorporated Wyoming contractual joint venture (“GMMV”), and (ii) Wyoming Coal Resources Company, a Delaware corporation (“WCRC”), which is a joint participant of, and owns a 50% ownership interest in GMMV (collectively, the “Acquisition”).

KUC, WCRC and GMMV, collectively, own or hold the assets, rights and obligations comprised of:

(i) the facilities, equipment, improvements and fixtures for the processing of uranium located in Sweetwater County, Wyoming owned by KUC, WCRC and GMMV, and related facilities and impoundments;

(ii) the Jackpot and Big Eagle properties located in Wyoming;

(iii) the mineral and real property interests which are owned or leased by KUC, WCRC or GMMV, subject to the permitted encumbrances, including patented and unpatented mining and millsite claims, leaseholds, and material easements and rights-of-way of record;

and (iv) the other rights and interests in uranium mineralization located in Fremont and Sweetwater Counties, Wyoming owned or held by any of KUC, WCRC or GMMV (collectively, the “Project”).

The consideration for the Acquisition payable at closing of the Stock Purchase Agreement is $175 million in cash, subject to customary working capital adjustments as provided for in the Stock Purchase Agreement, with closing expected to occur in the fourth quarter of calendar year 2024.

Upon completion of the Acquisition, the Company will arrange to replace approximately $25 million in surety bonds securing future reclamation costs relating to the Project.

In addition, from and after the completion of the Acquisition the Company and the Buyer shall continue to indemnify the Seller from most of the liabilities associated with the Project.

The closing of the Acquisition is subject to certain conditions customary for an Acquisition of this nature, including that the Wyoming Nuclear Regulator shall have preliminarily approved the application for the transfer of a Radioactive Materials License to the Buyer, and the same shall not have been stayed or enjoined.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Stock Purchase Agreement, which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated September 23, 2024.

Other subsequent events

Subsequent to July 31, 2024,

we received gross proceeds of approximately $55 million from the sale of certain of our investment in equity securities as at September 26, 2024;

we sold 110,000 pounds of physical uranium inventory for gross proceeds of $9,062;

1,043,172 share purchase warrants were exercised and proceeds of $3,387 were received;

we entered into an agreement to sell 100,000 pounds of our physical uranium inventory at a price of $80.25 per pound and with a settlement date on or about October 18, 2024.

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-K

Item 5. Market for Registrant’s Common Equity