URANIUM ENERGY CORP 10-Q

Item 1. Financial Statements 4 Table of Contents URANIUM ENERGY CORP. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE three months ended October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) 5 Table of Contents URANIUM ENERGY CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited – Expressed in thousands of U.S. dollars) Notes October 31, 2024 July 31, 2024 CURRENT ASSETS Cash and cash equivalents $ 190,596 $ 87,533 Inventories 3 66,074 75,833 Prepaid expenses and deposits 3,840 2,453 Other current assets 687 694 Investment in equity securities 8 - 68,731 TOTAL CURRENT ASSETS 261,197 235,244 MINERAL RIGHTS AND PROPERTIES 4 555,958 557,583 PROPERTY, PLANT AND EQUIPMENT 5 21,330 20,465 RESTRICTED CASH 6 7,251 7,251 EQUITY-ACCOUNTED INVESTMENTS 7 58,438 58,809 INVESTMENT IN EQUITY SECURITIES 8 10,541 6,533 OTHER NON-CURRENT ASSETS 3,083 3,943 TOTAL ASSETS $ 917,798 $ 889,828 CURRENT LIABILITIES Accounts payable and accrued liabilities $ 9,435 $ 22,938 Asset retirement obligations - current 9 2,953 2,953 Derivative liabilities 10 - 3,030 Other current liabilities 315 301 TOTAL CURRENT LIABILITIES 12,703 29,222 ASSET RETIREMENT OBLIGATIONS 9 16,926 16,672 OTHER NON-CURRENT LIABILITIES 1,407 1,474 DEFERRED TAX LIABILITIES 62,744 64,347 TOTAL LIABILITIES 93,780 111,715 STOCKHOLDERS’ EQUITY Capital stock Common stock $ 0.001 par value: 750,000,000 shares authorized, 419,142,428 shares issued and outstanding (July 31, 2024 - 410,355,768 ) 11 419 410 Additional paid-in capital 1,178,215 1,110,433 Accumulated deficit ( 339,059 ) ( 318,901 ) Accumulated other comprehensive loss ( 15,557 ) ( 13,829 ) TOTAL EQUITY 824,018 778,113 TOTAL LIABILITIES AND EQUITY $ 917,798 $ 889,828 COMMITMENTS AND CONTINGENCIES 3,9 SUBSEQUENT EVENTS 3,11 The accompanying notes are an integral part of these interim condensed consolidated financial statements. 6 Table of Contents URANIUM ENERGY CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited – Expressed in thousands of U.S. dollars, except share and per share data) Three Months Ended October 31, Notes 2024 2023 SALES AND SERVICE REVENUE 13 $ 17,087 $ 108 COST OF SALES AND SERVICES 13 ( 10,836 ) ( 90 ) GROSS PROFIT 6,251 18 OPERATING COSTS Mineral property expenditures 4 13,514 5,686 General and administrative 5,342 5,200 Depreciation, amortization and accretion 4,5,9 598 517 TOTAL OPERATING COSTS 19,454 11,403 LOSS FROM OPERATIONS ( 13,203 ) ( 11,385 ) OTHER INCOME (EXPENSES) Interest expenses and finance costs ( 341 ) ( 201 ) Income (loss) from equity-accounted investments 7 ( 476 ) 1,459 Gain on disposition of assets 8 1 Fair value gain (loss) on equity securities 8 ( 10,349 ) 17,313 Gain (loss) on revaluation of derivative liabilities 10 1,706 ( 6,901 ) Interest income 1,124 214 Others 36 15 OTHER INCOME (EXPENSES) ( 8,292 ) 11,900 INCOME (LOSS) BEFORE INCOME TAXES ( 21,495 ) 515 DEFERRED TAX RECOVERY 1,337 2,806 NET INCOME (LOSS) FOR THE PERIOD ( 20,158 ) 3,321 OTHER COMPREHENSIVE LOSS Translation loss ( 1,728 ) ( 11,049 ) TOTAL OTHER COMPREHENSIVE LOSS ( 1,728 ) ( 11,049 ) TOTAL COMPREHENSIVE LOSS FOR THE PERIOD $ ( 21,886 ) $ ( 7,728 ) NET INCOME (LOSS) PER SHARE 14 Basic $ ( 0.05 ) $ 0.01 Diluted $ ( 0.05 ) $ 0.01 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, Basic 412,138,998 382,380,679 Diluted 412,138,998 391,423,178 The accompanying notes are an integral part of these interim condensed consolidated financial statements. 7 Table of Contents URANIUM ENERGY CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited – Expressed in thousands of U.S. dollars) Three Months Ended October 31, Notes 2024 2023 OPERATING ACTIVITIES Net income (loss) for the period $ ( 20,158 ) $ 3,321 Adjustments to reconcile net income (loss) to cash flows in operating activities Stock-based compensation 12 1,821 1,572 Depreciation, amortization and accretion 4,5,9 598 517 (Income) loss from equity-accounted investments 7 476 ( 1,459 ) Gain on disposition of assets ( 8 ) ( 1 ) (Gain) loss on revaluation of equity securities 8 10,349 ( 17,313 ) (Gain) loss on revaluation of derivative liabilities 10 ( 1,706 ) 6,901 Deferred tax recovery ( 1,337 ) ( 2,806 ) Changes in operating assets and liabilities Inventories 9,992 ( 36,732 ) Prepaid expenses and deposits ( 593 ) ( 7,587 ) Other current assets 2 148 Accounts payable and accrued liabilities ( 10,899 ) 7,691 Other liabilities 11 21 NET CASH USED IN OPERATING ACTIVITIES ( 11,452 ) ( 45,727 ) FINANCING ACTIVITIES Proceeds from share issuances, net of issuance costs 11,12 64,647 56,534 Payments for withholding of employee taxes related to options, RSUs and PRSUs ( 2,637 ) ( 667 ) NET CASH PROVIDED BY FINANCING ACTIVITIES 62,010 55,867 INVESTING ACTIVITIES Investment in mineral rights and properties ( 114 ) ( 1,160 ) Capital contribution to equity-accounted investment 7 ( 538 ) ( 653 ) Purchase of additional interest in equity-accounted investment 7 - ( 5,676 ) Investment in equity securities 8 - ( 811 ) Proceeds from sale of equity securities 8 54,372 3,427 Purchase of property, plant and equipment ( 1,219 ) ( 609 ) Proceeds from disposition of assets 8 8 - NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 52,509 ( 5,482 ) NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 103,067 4,658 FOREIGN EXCHANGE DIFFERENCE ON CASH ( 4 ) ( 32 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 94,784 52,865 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 197,847 $ 57,491 The accompanying notes are an integral part of these interim condensed consolidated financial statements. 8 Table of Contents URANIUM ENERGY CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY (Unaudited - Expressed in thousands of U.S. dollars, except share data ) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Stockholders’ Equity Shares Amount Balance, July 31, 2024 410,355,768 $ 410 $ 1,110,433 $ ( 318,901 ) $ ( 13,829 ) $ 778,113 Common stock Issued under ATM offerings, net of issuance costs 7,595,626 8 61,223 - - 61,231 Issued upon exercise of stock options 121,037 - 120 - - 120 Issued upon exercise of warrants 1,054,997 1 4,618 - - 4,619 Stock-based compensation Common stock issued for consulting services 15,000 - 88 - - 88 Amortization of stock-based compensation - - 1,733 - - 1,733 Net loss for the period - - - ( 20,158 ) - ( 20,158 ) Other comprehensive loss - - - - ( 1,728 ) ( 1,728 ) Balance, October 31, 2024 419,142,428 $ 419 $ 1,178,215 $ ( 339,059 ) $ ( 15,557 ) $ 824,018 The accompanying notes are an integral part of these interim condensed consolidated financial statements. 9 Table of Contents URANIUM ENERGY CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY (Unaudited - Expressed in thousands of U.S. dollars, except share data ) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Stockholders’ Equity Shares Amount Balance, July 31, 2023 378,452,864 $ 378 $ 924,737 $ ( 289,680 ) $ ( 3,608 ) $ 631,827 Common stock Issued under ATM offerings, net of issuance costs 10,770,000 11 56,259 - - 56,270 Issued upon exercise of stock options 445,861 1 263 - - 264 Stock-based compensation Amortization of stock-based compensation - - 1,572 - - 1,572 Net income for the period - - - 3,321 - 3,321 Other comprehensive loss - - - - ( 11,049 ) ( 11,049 ) Balance, October 31, 2023 389,668,725 $ 390 $ 982,831 $ ( 286,359 ) $ ( 14,657 ) $ 682,205 The accompanying notes are an integral part of these interim condensed consolidated financial statements. 10 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 1: NATURE OF OPERATIONS Uranium Energy Corp. was incorporated in the State of Nevada on May 16, 2003. Uranium Energy Corp. and its subsidiary companies and a controlled partnership (collectively, the “Company” or “we”) are engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates, on projects located in the United States, Canada and the Republic of Paraguay. As at October 31, 2024 , we had working capital (current assets less current liabilities) of $ 248.49 million including cash and cash equivalents of $ 190.60 million and purchased uranium inventories of $ 64.63 million. We believe our existing cash resources and net proceeds of $ 31.04 million received from the issuance of common stock under our at-the-market offering subsequent to October 31, 2024, and if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations including uranium mining and our inventory purchase commitments for 12 months from the date that these interim condensed consolidated financial statements are issued, including a $ 175 million cash acquisition of a portfolio of uranium projects from Rio Tinto America Inc. with closing expected to occur during the quarter ending January 31, 2025. Upon completion of the acquisition, the Company will replace approximately $ 25 million in surety bonds securing future reclamation costs relating to the project. Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to achieve consistent positive cash flow from the sale of our uranium inventories and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial. Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financings in order to fund our operations, and this reliance is expected to continue for the foreseeable future. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations. NOTE 2: SUMMARY OF SIGNIFICANT POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in U.S. dollars. Accordingly, they do not include all of the information and footnotes required under U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10 -K for the year ended July 31, 2024 (“Fiscal 2024 ”). 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 three months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2025 (“Fiscal 2025 ”). All amounts in the tables are expressed in thousands of U.S. dollars unless otherwise stated. Mineral Rights and Properties We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine, Christensen Ranch Mine (collectively, the “ISR Mines”) and our Roughrider and Christie Lake Projects. We have not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (“SEC”) subpart 1300 of Regulation S-K (“S-K 1300” ), through the completion of a “final” or “bankable” feasibility study for any of the uranium projects we operate, including our ISR Mines. Furthermore, we have no present plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in-situ recovery (“ISR”) mining, such as our ISR Mines. As a result, and despite the fact that we commenced extraction of mineralized materials at our ISR Mines, we remain an Exploration Stage issuer, as defined by the SEC, and will continue to remain as an Exploration Stage issuer until such time proven or probable reserves have been established. Since we commenced extraction of mineralized materials at our ISR Mines without having established proven or probable reserves, any mineralized materials established or extracted from our ISR Mines should not in any way be associated with having established or produced from proven or probable reserves. In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as we exit the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities, such as drill programs to establish mineralized materials, are expensed as incurred. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange facilities and disposal wells, are expensed as incurred until such time that proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. Companies in the Production Stage, as defined by the SEC, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. We are in the Exploration Stage which has resulted in our Company reporting larger losses than if it would have 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 had 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 would have been in the Production Stage. Any capitalized costs, such as acquisition costs of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage. 11 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures. 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 ending 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. In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures. 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. 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. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. 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. In November 2024, the FASB issued ASU 2024 - 03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses. This ASU requires public entities to disclose specified information about certain costs and expenses at each interim and annual reporting period, which includes amounts for inventory purchases, employee compensation, depreciation, intangible asset amortization, and expenses related to oil and gas activities. This ASU will be effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. NOTE 3: INVENTORIES As at October 31, 2024 , we held 1,256,000 ( July 31, 2024 : 1,466,000 ) pounds of purchased uranium concentrate inventory. Costs of inventories consist of the following: October 31, 2024 July 31, 2024 Material and supplies $ 359 $ 215 In-process inventory 903 - Uranium concentrates from extraction 178 178 Purchased uranium inventories 64,634 75,440 $ 66,074 $ 75,833 As of October 31, 2024 , our uranium inventory purchase commitments for the next five fiscal years are as the follows: Purchase Commitments in Pounds Purchase Price Fiscal 2025 400,000 $ 16,050 Fiscal 2026 300,000 11,114 Total 700,000 $ 27,164 As of October 31, 2024, we were committed to sell 600,000 pounds of uranium inventory in the amount of $ 49.75 million for delivery between November 2024 to January 2025. Subsequent to October 31, 2024 : a) we sold 500,000 pounds of uranium inventory for $ 41.40 million at a weighted average price of $ 82.80 per pound; and b) we entered into contracts to purchase 300,000 pounds of uranium inventory in the amount of $ 23.43 million at a weighted average price of $ 78.08 per pound, with delivery in December 2024. 12 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 4: MINERAL RIGHTS AND PROPERTIES Mineral Rights As at October 31, 2024 , we own mineral rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay. These mineral rights were acquired through staking, purchase or lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium. As of October 31, 2024 , annual maintenance payments of approximately $ 5.93 million will be required to maintain these mineral rights. As at October 31, 2024 , the carrying value of our mineral rights and properties were as follows: Costs United States Canada Paraguay Total Balance, July 31, 2024 $ 172,540 $ 376,523 $ 15,014 $ 564,077 Additions 114 - - 114 Impact of foreign currency translation - ( 1,514 ) - ( 1,514 ) Balance, October 31, 2024 172,654 375,009 15,014 562,677 Accumulated Depletion and Amortization United States Canada Paraguay Total Balance, July 31, 2024 ( 6,389 ) ( 105 ) - ( 6,494 ) Additions ( 226 ) - - ( 226 ) Impact of foreign currency translation - 1 - 1 Balance, October 31, 2024 ( 6,615 ) ( 104 ) - ( 6,719 ) Carrying Value Balance, July 31, 2024 $ 166,151 $ 376,418 $ 15,014 $ 557,583 Balance, October 31, 2024 $ 166,039 $ 374,905 $ 15,014 $ 555,958 Mineral property expenditures recorded during the period are as follows: Three Months Ended October 31, 2024 2023 Permitting and compliance $ 290 $ 883 Property maintenance 1,249 985 Exploration 4,917 2,402 Development 4,682 526 Extraction readiness 2,376 890 Total $ 13,514 $ 5,686 NOTE 5: PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following: October 31, 2024 July 31, 2024 Cost Accumulated Net Book Cost Accumulated Net Book Depreciation Value Depreciation Value Plant and Processing Facilities $ 19,346 $ ( 2,888 ) $ 16,458 $ 19,346 $ ( 2,708 ) $ 16,638 Mining Equipment 4,442 ( 2,589 ) 1,853 3,740 ( 2,523 ) 1,217 Logging Equipment and Vehicles 3,964 ( 2,314 ) 1,650 3,452 ( 2,222 ) 1,230 Computer Equipment 302 ( 291 ) 11 300 ( 287 ) 13 Furniture and Fixtures 243 ( 194 ) 49 243 ( 190 ) 53 Buildings 337 ( 108 ) 229 337 ( 103 ) 234 Land 1,080 - 1,080 1,080 - 1,080 $ 29,714 $ ( 8,384 ) $ 21,330 $ 28,498 $ ( 8,033 ) $ 20,465 13 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 6: RESTRICTED CASH Restricted cash includes cash and cash equivalents and money market funds as collateral for various bonds posted in favor of applicable state regulatory agencies in Arizona, Texas and Wyoming, and for estimated reclamation costs associated with our plants, processing facilities and various projects. Restricted cash will be released upon completion of reclamation of a mineral property or restructuring of a surety and collateral arrangement. Cash, cash equivalents and restricted cash are included in the following accounts: October 31, 2024 July 31, 2024 Cash and cash equivalents $ 190,596 $ 87,533 Restricted cash 7,251 7,251 Total cash, cash equivalents and restricted cash $ 197,847 $ 94,784 Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. The maximum credit risk of these assets is the carrying amount less the amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S. Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent. As of October 31, 2024, approximately $ 180.0 million of our cash and cash equivalents are 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 October 31, 2024 . 14 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 7: EQUITY-ACCOUNTED INVESTMENTS As at October 31, 2024 , we owned 17,978,364 shares of Uranium Royalty Corp. ("URC"), representing a 14.4 % ( July 31, 2024 : 14.8 %) interest in URC. In addition, two of our executive officers are members of URC’s board of directors. Furthermore, one of these executive 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 months ended October 31, 2024 . Should URC’s outstanding options and warrants be fully exercised, the Company’s ownership interest would decrease from 14.4 % to 13.1 %. 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 October 31, 2024 , the fair value of our investment in URC was approximately $ 49.98 million ( July 31, 2024 : $ 43.33 million). As at October 31, 2024 , we owned 50 % of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”) acquired through our acquisition of UEX Corporation completed on August 19, 2022 ( the “UEX Acquisition”). JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada. The Company’s 50 % interest in JCU is a joint venture, which is accounted for using the equity method. We incurred $ 9 in exploration expenditures on behalf of JCU for the three months ended October 31, 2024 . As at October 31, 2024 , the amount receivable from JCU totaled $ 5 ( July 31, 2024 : $ 6 ). During the three months ended October 31, 2024 , the changes in carrying value of our equity-accounted investments are summarized as follows: Investment in URC JCU Total Balance, July 31, 2024 $ 34,978 $ 23,831 $ 58,809 Capital contribution - 538 538 Share of loss ( 62 ) ( 419 ) ( 481 ) Gain on dilution of ownership interest 5 - 5 Foreign exchange difference ( 253 ) ( 180 ) ( 433 ) Balance, October 31, 2024 $ 34,668 $ 23,770 $ 58,438 For the three months ended October 31, 2024 and 2023 , income (loss) from our equity-accounted investments consisted of the following: Three Months Ended October 31, 2024 2023 Share of income (loss) $ ( 481 ) $ 1,038 Gain on dilution of ownership interest 5 421 Total $ ( 476 ) $ 1,459 15 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 8: INVESTMENTS IN EQUITY SECURITIES During the three months ended October 31, 2024 , the changes in our investments in equity securities are summarized as follows: Balance, July 31, 2024 $ 75,264 Sale of investment in publicly listed companies ( 54,372 ) Fair value loss on equity securities ( 10,349 ) Foreign exchange difference ( 2 ) Balance, October 31, 2024 $ 10,541 The cumulative revaluation adjustment since acquisition of the equity securities held as at October 31, 2024 is a loss of $ 0.54 million. NOTE 9: ASSET RETIREMENT OBLIGATIONS Asset retirement obligations (“ARO”s) relate to future remediation and decommissioning activities for our plants, processing facilities and various projects, and are summarized as follows: Balance, July 31, 2024 $ 19,625 Accretion 254 Balance, October 31, 2024 19,879 Asset retirement obligations, current ( 2,953 ) Asset retirement obligations, non-current $ 16,926 The estimated amounts and timing of cash flows and assumptions used for ARO estimates are as follows: October 31, 2024 July 31, 2024 Undiscounted amount of estimated cash flows $ 29,030 $ 29,030 Payable in years 1 to 23 1 to 23 Inflation rate 1.56 % to 5.32 % 1.56 % to 5.32 % Discount rate 3.72 % to 6.35 % 3.72 % to 6.35 % Our undiscounted amounts of estimated cash flows for the next five fiscal years and beyond are as follows: Fiscal 2025 $ 2,953 Fiscal 2026 2,489 Fiscal 2027 2,509 Fiscal 2028 2,157 Fiscal 2029 2,813 Remaining balance 16,109 $ 29,030 16 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 10: DERIVATIVE LIABILITIES On August 19, 2022, the Company issued replacement warrants (each, a “Replacement Warrant”) in connection with the UEX Acquisition. The Replacement Warrants are accounted for as derivative liabilities as the exercise prices of the Replacement Warrants are denominated in Canadian dollars which differs from our functional currency. As at October 31, 2024 , there were no Replacement Warrants outstanding. The movement in derivative liabilities during the period is as follows: Balance, July 31, 2024 $ 3,030 Exercise of Replacement Warrants ( 1,324 ) Change in fair value during the period ( 1,706 ) Balance, October 31, 2024 $ - 17 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 11: CAPITAL STOCK Equity Financing On November 16, 2022, we filed a Form S- 3 automatic shelf registration statement under the United States Securities Act of 1933, as amended (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 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 “ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $ 300 million under the 2022 Shelf. On November 16, 2022, we also entered into an at-the-market offering agreement (the “ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the “ATM Managers”) as set forth in the 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 the three months ended October 31, 2023 , we issued 10,770,000 of the Company’s common stock under the ATM Offering for gross cash proceeds of $ 57.57 million. The total issuance costs were $ 1.30 million, all of which were related to compensation paid to the ATM Managers. During the three months ended October 31, 2024 , we issued 7,595,626 of the Company’s common stock under the ATM Offering for gross cash proceeds of $ 62.64 million. The total issuance costs were $ 1.41 million, all of which were related to compensation paid to the ATM Managers. Subsequent to October 31, 2024, we issued 3,920,749 of the Company’s common stock under the ATM Offering for gross cash proceeds of $ 31.76 million. The total issuance costs were $ 0.71 million, all of which were related to compensation paid to the ATM Managers. Share Purchase Warrants A continuity schedule of our outstanding share purchase warrants for the three months ended October 31, 2024 , is as follows: Number of Weighted Average Warrants Exercise Price Balance, July 31, 2024 1,265,319 $ 3.29 Exercised ( 1,065,899 ) 3.21 Expired ( 40,329 ) 2.35 Balance, October 31, 2024 159,091 $ 4.13 A summary of our share purchase warrants outstanding and exercisable as of October 31, 2024 , is as follows: Number of Weighted Average Remaining Weighted Average Warrants Contractual Exercise Price Outstanding Life (Years) Expiry Date 4.13 159,091 1.43 April 5, 2026 During the three months ended October 31, 2024 , we received cash proceeds totaling $ 3.39 million from the exercise of share purchase warrants ( three months ended October 31, 2023: $Nil ). 18 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 12: STOCK-BASED COMPENSATION Stock Options A continuity schedule of our outstanding stock options for the three months ended October 31, 2024 , is as follows: Number of Stock Weighted Average Options Exercise Price Balance, July 31, 2024 5,103,339 $ 2.66 Granted 24,415 6.21 Exercised ( 173,375 ) 2.85 Cancelled/Forfeited ( 12,062 ) 4.32 Balance, October 31, 2024 4,942,317 2.67 The table below sets forth the number of shares issued and cash received upon exercise of our stock options: Three Months Ended October 31, 2024 2023 Number of Options Exercised on a Cash Basis 46,275 189,250 Number of Options Exercised on a Non-Cash Basis 127,100 418,932 Total Number of Options Exercised 173,375 608,182 Number of Shares Issued on a Cash Basis 46,275 189,250 Number of Shares Issued on a Non-Cash Basis 74,762 256,611 Total Number of Shares Issued Upon Exercise of Options 121,037 445,861 Cash Received from Exercise of Stock Options $ 120 $ 264 Total Intrinsic Value of Options Exercised $ 809 $ 2,030 19 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) A continuity schedule of our outstanding unvested stock options as of October 31, 2024 , and the changes during the period, is as follows: Number of Unvested Stock Options Weighted Average Grant-Date Fair Value Balance, July 31, 2024 1,086,988 $ 2.83 Granted 24,415 4.09 Cancelled/Forfeited ( 12,062 ) 2.85 Vested ( 87,325 ) 3.19 Balance, October 31, 2024 1,012,016 $ 2.83 During the three months ended October 31, 2024, we granted stock options under our 2024 Stock Incentive Plan (the “Stock Incentive Plan”) to one of our officers to purchase an aggregate of 24,415 shares of the Company which are subject to a 24 -month vesting provision whereby, at the end of each of the first 3 and 6 months after the grant date, 12.5 % of the total stock options become exercisable, and whereby at the end of each of 12, 18 and 24 months after the grant date, 25 % of the total stock options become exercisable. For the three months ended October 31, 2024 , the fair value of the stock options granted was $ 4.09 per share and it was estimated at the date of grant using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy: Exercise Price $ 6.21 Expected Risk Free Interest Rate 3.48 % Expected Volatility 79.75 % Expected Life in Years 5 Expected Dividend Yield 0.00 % As at October 31, 2024 , the aggregate intrinsic value of all of our outstanding stock options was estimated at $ 23.47 million (vested: $ 20.39 million and unvested: $ 3.09 million). As at October 31, 2024 , our unrecognized compensation cost related to unvested stock options was $ 1.55 million ( July 31, 2024: $ 2.18 million), which is expected to be recognized over 1.06 years. A summary of our stock options outstanding and exercisable as of October 31, 2024 , is as follows: Options Outstanding Options Exercisable Weighted Weighted Average Average Range of Weighted Remaining Weighted Remaining Exercise Outstanding at Average Contractual Exercisable at Average Contractual Prices October 31, 2024 Exercise Price Term (Years) October 31, 2024 Exercise Price Term (Years) $0.91 to $0.99 1,400,750 $ 0.92 5.51 1,400,750 $ 0.92 5.51 $1.00 to $1.99 475,000 1.10 5.71 475,000 1.10 5.71 $2.00 to $2.99 522,149 2.26 6.67 522,149 2.26 6.67 $3.00 to $3.99 2,041,229 3.61 7.91 1,458,559 3.68 7.68 $4.00 to $4.99 6,250 4.62 8.68 3,750 4.56 8.56 $5.00 to $5.99 422,381 5.48 9.71 57,556 5.45 9.64 $6.00 to $6.99 64,558 6.51 9.58 10,037 6.70 9.38 $7.00 to $7.63 10,000 7.63 9.23 2,500 7.63 9.23 4,942,317 $ 2.67 7.07 3,930,301 $ 2.23 6.57 20 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) Restricted Stock Units During the three months ended October 31, 2024, the Company granted 16,103 restricted stock units (“RSU”s) to one of our officers under our Stock Incentive Plan. RSUs granted during the period have a vesting period of three years from the grant date, whereby one - third of the RSUs will vest at the end of the first, second and third year, respectively, from the date of grant. The fair value of these RSUs was determined using the share prices at the respective grant dates. A summary of our outstanding and unvested RSUs as of October 31, 2024 , is as follows: Number of Restricted Stock Grant Date Remaining Life Aggregate Grant Date Units Fair Value (Years) Intrinsic Value May 01, 2022 19,608 4.25 0.58 145 July 29, 2022 92,015 3.98 0.83 683 July 31, 2023 413,593 3.32 1.83 3,069 Jan 02, 2024 1,166 6.44 2.26 9 Jan 22, 2024 8,919 7.63 0.31 66 Mar 13, 2024 2,288 6.49 0.45 17 Apr 01, 2024 20,000 7.07 2.50 148 Jul 26, 2024 610,091 5.49 2.82 4,527 Sep 1, 2024 1,417 5.23 0.92 11 Oct 1, 2024 16,103 6.21 3.00 119 1,185,200 $ 4.65 2.25 $ 8,794 During the three months ended October 31, 2024 , our stock-based compensation related to RSUs was $ 0.75 million ( three months ended October 31, 2023 : $ 0.44 million). As at October 31, 2024 , our unrecognized compensation costs related to unvested RSUs totaled $ 3.77 million ( July 31, 2024: $ 4.42 million), which is expected to be recognized over a period of approximately 1.68 years. Performance Based Restricted Stock Units During the three months ended October 31, 2024 , our stock-based compensation related to the amortization of performance based restricted stock units (each, a “PRSU”) totaled $ 0.29 million ( three months ended October 31, 2023 : $ 0.18 million). As at October 31, 2024 , our unrecognized compensation costs related to unvested PRSUs totaled $ 2.45 million ( July 31, 2024: $ 2.74 million), which is expected to be recognized over a period of approximately 2.31 years. Stock-Based Compensation A summary of our stock-based compensation expense for the three months ended October 31, 2024 , is as follows: Three Months Ended October 31, 2024 2023 Stock-Based Compensation for Consultants Common stock issued to consultants $ 88 $ - Amortization of stock option expenses 55 121 Amortization of RSU expenses 17 - 160 121 Stock-Based Compensation for Management Amortization of stock option expenses 207 208 Amortization of RSU and PRSU expenses 968 594 1,175 802 Stock-Based Compensation for Employees Amortization of stock option expenses 434 632 Amortization of RSU expenses 52 17 486 649 $ 1,821 $ 1,572 21 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 13: SALES AND SERVICE REVENUE AND COST OF SALES AND SERVICES The table below provides a breakdown of our sales and service revenue and cost of sales and service revenue: Three Months Ended October 31, 2024 2023 Sales of purchased uranium inventory $ 17,087 $ - Revenue from toll processing services - 108 Total sales and service revenue $ 17,087 $ 108 Cost of purchased uranium inventory $ ( 10,836 ) $ - Cost of toll processing services - ( 90 ) Total cost of sales and services $ ( 10,836 ) $ ( 90 ) The table below provides a breakdown of major customers: Three Months Ended October 31, 2024 2023 Customer A 53 % 0 % Customer B 47 % 0 % Customer C 0 % 100 % 100 % 100 % 22 Table of Contents URANIUM ENERGY CORP. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2024 (Unaudited – Expressed in thousands of U.S. dollars unless otherwise stated) NOTE 14: INCOME (LOSS) PER SHARE The following table reconciles the weighted average number of shares used in the calculation of our basic and diluted loss per share: Three Months Ended October 31, Numerator 2024 2023 Net Income (Loss) for the Period $ ( 20,158 ) $ 3,321 Denominator Basic Weighted Average Number of Shares 412,138,998 382,380,679 Dilutive Effect of Stock Awards and Warrants - 9,042,499 Diluted Weighted Average Number of Shares 412,138,998 391,423,178 Net Income (Loss) Per Share – Basic $ ( 0.05 ) $ 0.01 Net Income (Loss) Per Share – Diluted $ ( 0.05 ) $ 0.01 NOTE 15: SEGMENTED INFORMATION We currently operate in four reportable segments, three of which are focused on uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates, plus a corporate and administrative segment. Segment results for the prior periods have been updated to reflect the change in reportable segments. The tables below provide financial information relating to the Company’s segments. All intercompany transactions have been eliminated.: Three months ended October 31, 2024 Sales and service revenue Depreciation, amortization and accretion Loss from equity-accounted investment Interest income Loss before income taxes Total expenditures for additions to long-lived assets Mining Wyoming $ - $ 424 $ - $ - $ ( 6,289 ) $ 688 Texas - 133 - - ( 4,621 ) 372 Saskatchewan - 36 - - ( 4,441 ) 273 Others - 3 - - ( 471 ) - Corporate and administrative 17,087 2 ( 476 ) 1,124 ( 5,673 ) - Consolidated $ 17,087 $ 598 $ ( 476 ) $ 1,124 $ ( 21,495 ) $ 1,333 Three months ended October 31, 2023 Sales and service revenue Depreciation, amortization and accretion Income from equity- accounted investment Interest income Income (loss) before income taxes Total expenditures for additions to long-lived assets Mining Wyoming $ 108 $ 386 $ - $ - $ ( 2,520 ) $ - Texas - 121 - - ( 2,313 ) 18 Saskatchewan - 6 - - ( 2,052 ) 1,732 Others - 1 - - ( 441 ) 16 Corporate and administrative - 3 1,459 214 7,841 3 Consolidated $ 108 $ 517 $ 1,459 $ 214 $ 515 $ 1,769 As of October 31, 2024 Total assets Equity-Accounted Investments Long-lived assets other than financial instruments Mining Wyoming $ 171,700 $ - $ 162,472 Texas 24,064 - 21,050 Saskatchewan 378,066 - 376,264 Others 20,830 - 20,396 Corporate and administrative 323,138 58,438 189 Consolidated $ 917,798 $ 58,438 $ 580,371 As of July 31, 2024 Total assets Equity-Accounted Investments Long-lived assets other than financial instruments Mining Wyoming $ 169,740 $ - $ 162,816 Texas 23,776 - 21,028 Saskatchewan 378,368 - 377,550 Others 20,789 - 20,397 Corporate and administrative 297,155 58,809 200 Consolidated $ 889,828 $ 58,809 $ 581,991 23 Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations (Expressed in thousands of U.S. dollars, except per share and per pound amounts) The following management ’ s discussion and analysis of the Company ’ s financial condition and results of operations (the “ MD&A ” ) contain forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations. In evaluating these statements you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Form 10-Q Quarterly Report for the three months ended October 31, 2024, and our Form 10-K Annual Report for Fiscal 2024, 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 Fiscal 2024, and Item 1A, Risk Factors, under Part II - Other Information, of this Quarterly Report. Introduction This MD&A is focused on material changes in our financial condition from July 31, 2024, our most recently completed year end, to October 31, 2024, and our results of operations for the three months ended October 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 2024. Business 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 2024. In August 2024, we restarted uranium extraction at our fully permitted, and past producing, Christensen Ranch Mine ISR operation in Wyoming. We expect the ramp-up phase will continue while new production areas are being constructed and completing in early 2025. At the same time, we have continued to advance our Roughrider and Burke Hollow Projects with resource expansions and development programs, respectively. 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 p rojects. On October 16, 2024, we received approval from the Wyoming Department of Environmental Quality, Uranium Recovery Program, to increase the licensed production capacity at the Irigaray CPP to 4.0 million pounds of U 3 O 8 annually. 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 of 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”). 24 Table of Contents On September 20, 2024, we entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Rio Tinto America Inc., a Delaware corporation (the “Seller”), pursuant to which we 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, 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 during the quarter ending January 31, 2025. Upon completion of the Acquisition, we will 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 we 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 approval by the Wyoming Nuclear Regulator for the transfer of a Radioactive Materials License to us, which was issued on November 25, 2024. On November 7, 2024, we filed an initial assessment technical report summary that includes an economic analysis and mineral resource estimate for our Roughrider Project, located in Northern Saskatchewan, Canada. The economic analysis is included in a technical report summary titled “S-K 1300 Initial Assessment Report – Roughrider Uranium Project, Saskatchewan, Canada”, issued on November 5, 2024 and prepared for the Company by Tetra Tech Canada Inc., Understood Mineral Resources Ltd., Snowden Optiro, Terracon Geotechnique Ltd. and Clifton Engineering Group Inc., in accordance with Item 1302 of S-K 1300. 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 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. Key Issues 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 Corporation ("UEX") in August 2022 and the acquisition of Roughrider Mineral Holdings Inc. in October 2022 further expanded our footprints in Canada and, in particular, the Athabasca Basin in Saskatchewan. In the meantime, we continue to establish additional uranium mines through exploration and pre-extraction activities and direct acquisitions in both the U.S. and Paraguay, all of which require us to manage numerous challenges, risks and uncertainties inherent in our business and operations as more fully described in Item 1A. Risk Factors herein. Our operations are capital intensive, and we will require significant additional financing to continue with our exploration, pre-extraction and extraction activities and acquire additional uranium projects. Historically, we have been reliant primarily on equity financings from the sale of our common stock to fund our operations. 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. However, we have yet to achieve consistent profitability or develop consistent positive cash flow from operations. Our reliance on equity financings is expected to continue for the foreseeable future, and their availability whenever such additional financing is required will be dependent on many factors beyond our control including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or additional joint venture arrangements, to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us. Our inability to obtain additional financing would have a negative impact on our operations, including delays, curtailment or abandonment of any one or all of our uranium projects. We have not established proven or probable reserves through the completion of a final or bankable feasibility study for any of the mineral projects we operate. We have established the existence of mineralized materials for certain uranium projects, including our ISR Mines. Since we commenced uranium extraction at our ISR Mines without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated. 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 traditional uranium mines in the Athabasca Basin in Saskatchewan, Canada, has many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct a mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow. 25 Table of Contents As at October 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. Physical Uranium Program The Company is investing in building the next generation of low-cost uranium projects that will be competitive on a global basis and which will use the ISR mining process which is expected to reduce the impact on the environment as compared to conventional mining. Despite our focus on low cost ISR mining with its low capital requirements, we saw a unique opportunity to purchase drummed uranium at prevailing spot prices which are below most global industry mining costs. Hence, we established a physical uranium portfolio (the “Physical Uranium Program”) and, as of October 31, 2024, we had 1,256,000 pounds of uranium and had entered into agreements to purchase 700,000 pounds of warehoused uranium from Fiscal 2025 to Fiscal 2026 at conversion facilities located in North America at a volume weighted average price of approximately $38.81 per pound. As of October 31, 2024, we were committed to sell 600,000 pounds of uranium inventory in the amount of $49.75 million for delivery between November 2024 to January 2025. Subsequent to October 31, 2024, we sold 500,000 pounds of uranium inventory for $41.40 million at a weighted average price of $82.80 per pound and we entered into contracts to purchase 300,000 pounds of uranium inventory in the amount of $23.43 million at a weighted average price of $78.08 per pound with delivery in December 2024. Our Physical Uranium Program will support three objectives for our Company: (i) to bolster our balance sheet as uranium prices appreciate; (ii) to provide strategic inventory to support future marketing efforts with utilities that could compliment production and accelerate cash flows; and (iii) to increase the availability of our Texas and Wyoming production capacity for emerging U.S. origin specific opportunities which may command premium pricing due to the scarcity of domestic uranium. One such U.S. origin specific opportunity is the Company’s plan to participate in supplying the Uranium Reserve, as outlined in the Nuclear Fuel Working Group report published by the U.S. Department of Energy (“DOE”). Uranium Market Developments The uranium market is currently being driven by a macro demand for more electricity generation, an unprecedented global push to decarbonize electrical grids and geopolitical situations, among other factors. New electricity demand projections outlined from the "US Data Center Power Outlook" report issued in July 2024 showed new data center demand growth ranging from 60 to 90 gigawatt (“GW”) between 2023 and 2030. 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. In the U.S. the White House recently announced that “the United States will aim to deploy 200 GW of net new nuclear energy capacity by 2050, at least tripling current U.S. capacity. The net new capacity gains are anticipated to come from multiple sources, including building new nuclear power plants, uprating existing reactors, and restarting reactors that have retired for economic reasons.” 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 $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 months ended October 31, 2024, uranium prices averaged $81.13 per pound U 3 O 8 . As at October 31, 2024, the spot uranium price was $80.00 per pound U 3 O 8 , representing an approximate 7.3% increase from October 31, 2023 when the price was $74.55 per pound U 3 O 8 . The period from August 2024 through October 2024 was marked by continued spot price fluctuations between $85.00 and $78.00 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 2025, the mid-case gap between production and requirements is projected to be more than 58 million pounds of U 3 O 8 , and by 2034 accumulates to a total above 355 million pounds of U 3 O 8 ( UxC 2024 Q3 Uranium Market Outlook ). For context, the U.S. utilities purchased 51.6 million pounds of U 3 O 8 in 2023 ( U.S. Energy Information Administration, June 6, 2024 - Uranium Marketing Annual Report ). The current gap is being filled with secondary market sources, including finite inventory that has been declining and is projected to decline further in coming years. Secondary supply is also likely to be further reduced with western enrichers reversing operations from underfeeding to overfeeding that requires more uranium to increase the production of enrichment services. As secondary supplies continue to diminish, and as existing mines deplete resources, new production will be needed to meet existing and future utility demand. The timeline for new mining projects can be 10 years or longer and will require prices high enough to stimulate new mining investments. Since 2022, uranium supply has become more complicated due to Russia's invasion of Ukraine with its State Atomic Energy Corporation, Rosatom, being a significant supplier of nuclear fuel around the globe. Economic sanctions, transportation restrictions and U.S. legislation banning the importation of Russian nuclear fuel is causing a fundamental change to the nuclear fuel markets. The situation has been compounded with a November 15, 2024 announcement from the Russian government stating they have placed “temporary restrictions on the export of enriched uranium to the United States". Additionally, the 2023 coup in Niger, and the new government’s demand for the U.S. and France to vacate the country, as well as the revocation of Canadian and French companies mining rights, operating permits and export capabilities, has underscored jurisdictional risk. Niger is the world's seventh largest producer and accounted for about 5% of global uranium production and about 14% of European Union supply in 2023 ( Euratom Supply Agency, World Nuclear Association - Uranium in Niger July 23, 2024, World Nuclear News ). As a result of the instability and assurance of supply risks, U.S. and European utilities are shifting more focus to production from areas of low geopolitical risk. On the demand side of the equation, the global nuclear energy industry continues robust growth, with 69 new reactors connected to the grid in 2014 through October of 2024, and with another 66 reactors under construction. Thus far in 2024, four new reactors have been connected to the grid and two reactors have been permanently shut down ( International Atomic Energy Association Power Reactor Information System - November 14, 2024 ). Total nuclear generating capacity for the world’s 439 operable reactors as of November 4, 2024, stands at 396 GWe ( World Nuclear Association ). At the COP29 United Nations Climate Change Conference, 6 more countries joined the pledge to triple their nuclear capacity by 2050, bringing the total to 31 countries, further supporting additional growth for the nuclear industry and uranium demand. 26 Table of Contents In the U.S., H.R. 1042, The Prohibiting Russian Uranium Imports Act , was signed into law and went into effect on August 11, 2024 and extends through 2040. The legislation bans Russian uranium imports but allows a U.S. 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. However, the waiver process will be moot if Russia follows through on their recent announcement to suspend exports of enriched uranium to the U.S. In other U.S. legislation, 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 $3.4 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 2034 is more than 865 million pounds of U 3 O 8 ( UxC Uranium Market Overview Q3 2024 ). This utility demand, along with that from financial entities, government programs and various producers, as well as the increasing interest in nuclear energy for data centers, are adding to the strong fundamentals supporting the uranium market. Seasonality The timing of our uranium concentrate sales is dependent upon factors such as extraction results from our mining activities, cash requirements, contractual requirements and perception of the uranium market. As a result, our sales are neither tied to nor dependent upon any particular season. In addition, our ability to extract and process uranium does not change on a seasonal basis. Over the past ten years uranium prices have tended to decline during the calendar third quarter before rebounding during the fourth quarter, but there does not appear to be a strong correlation. 27 Table of Contents Results of Operations For the three months ended October 31, 2024, we recorded revenue of $17.09 million and realized gross profit of $6.25 million, which were all related to sales of purchased uranium inventory. For the three months ended October 31, 2023, we recorded revenue of $0.11 million and realized gross profit of $0.02 million, which were all generated from toll processing services. For the three months ended October 31, 2024, we recorded a net loss of $20.16 million ($0.05 per share) and loss from operations of $13.20 million. During the three months ended October 31, 2023, we recorded net income of $3.32 million ($0.01 per share) and loss from operations of $11.39 million. While we have commenced uranium extraction at Christensen Ranch in August 2024, we are still ramping up our mining activities during the three months ended October 31, 2024. We expect the ramp-up phase will continue while new production areas are being constructed and completing in early 2025. The rest of our uranium projects are expected to remain in a state of operational readiness and the relevant expenditures, 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 of October 31, 2024, we have 700,000 pounds of uranium inventory purchase commitments outstanding at a volume weighted average price of approximately $38.81 per pound. Various deliveries are scheduled to occur from Fiscal 2025 to Fiscal 2026. As of October 31, 2024, the carrying value of our inventories was $66.07 million (July 31, 2024: $75.83 million, of which purchased uranium concentrate inventories was $64.63 million (July 31, 2024: $75.44 million). Sales and Service Revenue The table below provides a breakdown of our sales and service revenue and cost of sales and services: Three Months Ended October 31, 2024 2023 Sales of purchased uranium inventory $ 17,087 $ - Revenue from toll processing services - 108 Total sales and service revenue $ 17,087 $ 108 Cost of purchased uranium inventory $ (10,836 ) $ - Cost of toll processing services - (90 ) Total cost of sales and services $ (10,836 ) $ (90 ) Operating Costs Mineral Property Expenditures Mineral property expenditures primarily consisted of costs relating to permitting, property maintenance, exploration and pre-extraction activities and other non-extraction related activities on our mineral projects. 28 Table of Contents The following table provides the nature of mineral property expenditures for the periods indicated: Three Months Ended October 31, 2024 2023 Permitting and compliance $ 290 $ 883 Property maintenance 1,249 985 Exploration 4,917 2,402 Development 4,682 526 Extraction readiness 2,376 890 Total $ 13,514 $ 5,686 During the three months ended October 31, 2024, exploration expenditures, such as drilling and preliminary economic assessments, were primarily spent on the following projects: ● Burke Hollow Project: $1.30 million (October 31, 2023: $1.29 million); and ● Roughrider Project: $2.89 million (October 31, 2023: $0.03 million). During the three months ended October 31, 2024, development expenditures were primarily spent on the following projects: ● Burke Hollow Project: $1.84 million (October 31, 2023: $nil); ● Christensen Ranch Mine: $1.81 million (October 31, 2023: $0.01 million); and ● Roughrider Project: $0.52 million (October 31, 2023: $0.50 million). During the three months ended October 31, 2024, extraction readiness expenditures were primarily spent on the following projects: ● Christensen Ranch Mine: $1.60 million (October 31, 2023: $0.44 million); ● Irigaray Plant: $0.23 million (October 31, 2023: $0.05 million); and ● Palangana Mine: $0.23 million (October 31, 2023: $0.27 million). General and Administrative General and Administrative expenses were comprised of the following: Three Months Ended October 31, 2024 2023 Salaries and management fees $ 1,782 $ 1,197 Office, investor-communication, insurance and travel 1,462 1,306 Foreign exchange gain (395 ) (48 ) Professional fees 672 1,173 Sub-total 3,521 3,628 Stock-based compensation 1,821 1,572 Total general and administrative expenses $ 5,342 $ 5,200 29 Table of Contents The following summary provides a discussion of our major expense categories including analyses of the factors that caused significant variances compared to the same period last year: ● for the three months ended October 31, 2024, salaries, wages and management fees increased compared to the three months ended October 31, 2023, which was primarily the result of an increase in personnel and corporate-wide salary increases to adjust for inflation; and ● for the three months ended October 31, 2024, professional fees decreased compared to the three months ended October 31, 2023, which was primarily the result of a non-recurring advisory fee of $0.50 million incurred during the three months ended October 31, 2023. Income (Loss) from Equity-Accounted Investments Income (loss) from equity-accounted investments was comprised of the following: Three Months Ended October 31, 2024 2023 Share of income (loss) $ (481 ) $ 1,038 Gain on dilution of ownership interest 5 421 Total $ (476 ) $ 1,459 During the three months ended October 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. As at October 31, 2024, we had a 14.4% equity interest in URC compared to a 14.8% equity interest as at July 31, 2024. During the three months ended October 31, 2024, we recorded a share of URC’s loss of $0.06 million (three months ended October 31, 2023: income of $1.32 million) and a share of JCU’s loss of $0.42 million (three months ended October 31, 2023: $0.28 million). Fair Value Gain (Loss) on Equity Securities As at October 31, 2024, our investments in certain equity securities were revalued using the market values at period end, which resulted in a fair value loss of $10.35 million on revaluation of equity securities for the three months ended October 31, 2024 (three months ended October 31, 2023: gain of $17.31 million). 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 were denominated in Canadian dollars which differs from the functional currency of the Company. As at October 31, 2024, the Replacement Warrants that had not been exercised expired. A gain of $1.71 million on revaluation of derivative liabilities was recorded for the three months ended October 31, 2024 due to the decrease in time value of the Replacement Warrants as they expired in the quarter. During the three months ended October 31, 2023, we recorded a loss on revaluation of derivative liabilities of $6.90 million primarily due to changes in our share price. 30 Table of Contents Interest income (expenses) During the three months ended October 31, 2024, interest income totaled $1.12 million, compared to $0.21 million for the three months ended October 31, 2023. The interest earned resulted from the reinvestment of cash proceeds received from our ATM Offering and the sale of equity securities in short-term deposits. Summary of Quarterly Results For the Quarters Ended October 31, 2024 July 31, 2024 April 30, 2024 January 31, 2024 Sales and service revenue $ 17,087 $ - $ - $ 116 Gross profit 6,251 - - 19 Net income (loss) (20,158 ) (15,115 ) (19,677 ) 2,250 Total comprehensive income (loss) (21,886 ) (16,169 ) (25,527 ) 9,982 Basic and diluted income (loss) per share (0.05 ) (0.04 ) (0.05 ) 0.01 Total assets 917,798 889,828 878,268 878,878 For the Quarters Ended October 31, 2023 July 31, 2023 April 30, 2023 January 31, 2023 Sales and service revenue $ 108 $ 38,949 $ 20,217 $ 47,931 Gross profit 18 15,023 6,219 14,570 Net income (loss) 3,321 517 (10,960 ) 10,892 Total comprehensive income (loss) (7,728 ) 6,835 (14,549 ) 15,509 Basic and diluted income (loss) per share 0.01 - (0.03 ) 0.03 Total assets 798,129 737,589 722,148 733,315 Liquidity and Capital Resources October 31, 2024 July 31, 2024 Cash and cash equivalents $ 190,596 $ 87,533 Current assets 261,197 235,244 Current liabilities 12,703 29,222 Working capital (Current assets less Current liabilities) 248,494 206,022 During the three months ended October 31, 2024, we received net proceeds of $64.65 million (three months ended October 31, 2023: $56.53 million) from our ATM Offering and from exercises of stock options and share purchase warrants. Subsequent to October 31, 2024, we received additional net proceeds of $31.04 million under our ATM Offering. We have a history of operating losses resulting in an accumulated deficit balance since inception. We had an accumulated deficit balance of $339.06 million as at October 31, 2024. Furthermore, we may not achieve and maintain profitability or develop positive cash flow from our operations in the near term. 31 Table of Contents Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financing in order to fund our operations. We have yet to achieve consistent profitability or develop consistent positive cash flow from operations. Currently, we also rely on cash flows generated from the sales of our purchased uranium concentrates to fund our operations. Our reliance on equity is expected to continue for the foreseeable future, and their availability whenever such additional financing is required will be dependent on many factors beyond our control and including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements, to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us. Our operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, including continuing with our exploration, pre-extraction and extraction activities and acquiring additional uranium projects. In the absence of such additional financing, we would not be able to fund our operations, including continuing with our exploration, pre-extraction and 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 $5.93 million to maintain these rights in good standing. Our anticipated operations, including exploration, pre-extraction and extraction activities, however, will be dependent on and may change as a result of our financial position, the market price of uranium and other considerations, and such changes may include accelerating the pace or broadening the scope of reducing our operations. Our ability to secure adequate funding for these activities will be impacted by our operating performance, other uses of cash, the market price of uranium, the market price of our common stock and other factors which may be beyond our control. Specific examples of such factors include, but are not limited to: ● if the market price of uranium weakens; ● if the market price of our common stock weakens; and ● if a nuclear incident, such as the events that occurred in Japan in March 2011, were to occur, continuing public support of nuclear power as a viable source of electrical generation may be adversely affected, which may result in significant and adverse effects on both the nuclear and uranium industries. We believe our existing cash resources and net proceeds of $31.04 million received from the issuance of common stock under the ATM Offering subsequent to October 31, 2024, and if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations for 12 months from the date that this Quarterly Report is issued. Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to generate cash flow from the sales of our uranium inventories under our Physical Uranium Program and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial. Our long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium projects and continue with exploration, pre-extraction, extraction and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities. Equity Financings On 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 ATM Offering) covering the offering, issuance and sale of up to a maximum offering of $300 million under the 2022 Shelf. On November 16, 2022, we also entered into an at-the-market offering agreement (the ATM Offering Agreement) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the ATM Manager) as set forth in the 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. 32 Table of Contents During the three months ended October 31, 2024, we issued 7,595,626 of the Company’s common stock under the ATM Offering for gross cash proceeds of $62.64 million. The total issuance costs were $1.41 million, all of which were related to compensation paid to the ATM Managers. Subsequent to October 31, 2024, we issued 3,920,749 of the Company’s common stock under the ATM Offering for gross cash proceeds of $31.76 million. The total issuance costs were $0.71 million, all of which were related to compensation paid to the ATM Managers. Operating Activities During the three months ended October 31, 2024, net cash used in operating activities totaled to $11.45 million, which was primarily related to mineral property expenditures incurred in this quarter of $13.51 million, general and administrative expenses of $5.34 million and change in operating assets and liabilities, partially offset by a gross profit from sale of purchased uranium inventory of $6.25 million. During the three months ended October 31, 2023, net cash used in operating activities was $45.73 million, of which $36.73 million was for the change in uranium concentrate inventory. Financing Activities During the three months ended October 31, 2024, net cash provided by financing activities totaled $62.01 million, primarily from the net proceeds of $64.65 million from our ATM Offering, as well as the exercises of stock options and share purchase warrants, partially offset by payments of $2.64 million for tax withholding amounts related to RSU and PRSU shares. During the three months ended October 31, 2023, net cash provided by financing activities totaled $55.87 million, primarily from the net proceeds of $56.53 million from our ATM Offering and the exercises of stock options, partially offset by payments of $0.67 million for tax withholding amounts related to RSU and PRSU shares. Investing Activities During the three months ended October 31, 2024, net cash provided by investing activities totaled $52.51 million, comprised of proceeds from the sale of equity securities of $54.37 million, cash used for the capital contribution to JCU of $0.54 million and investment in mineral properties and the purchase of equipment for a total of $1.33 million. During the three months ended October 31, 2023, net cash used in investing activities totaled $5.48 million, comprised of cash used for the capital contribution to JCU of $0.65 million, investment in equity securities of $0.81 million, additional investment in URC of $5.68 million, and cash from the sale of equity securities of $3.43 million. 33 Table of Contents Stock Options and Warrants As of October 31, 2024, we had in-the-money stock options outstanding representing 4,932,317 shares at a weighted-average exercise price of $2.66 per share, and in-the-money share purchase warrants outstanding representing 159,091 shares at a weighted-average exercise price of $4.13 per share. As of October 31, 2024, outstanding in-the-money stock options and warrants represented a total 5,091,408 shares issuable for gross proceeds of approximately $13.8 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 Related party transactions are based on the amounts agreed to by the parties. During the three months ended October 31, 2024 and 2023, the Company did not enter into any material contracts or undertake any significant commitment or obligation with any related parties. Material Contractual Obligations and Commitments As at October 31, 2024, significant payment obligations of the Company over the next five years and beyond are as follows: Payment Due by Period Less Than 1-3 3-5 More Than Contractual Obligations Total 1 Year Years Years 5 Years Asset Retirement Obligations $ 29,030 $ 2,953 $ 4,998 $ 4,970 $ 16,109 Operating Lease Obligations 2,447 425 709 465 848 Uranium Inventory Purchase Obligations 27,164 16,050 11,114 - - Total $ 58,641 $ 19,428 $ 16,821 $ 5,435 $ 16,957 As of October 31, 2024, we were committed to sell 600,000 pounds of uranium inventory in the amount of $49.75 million for delivery between November 2024 to January 2025. As of October 31, 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 $0.04 million. Office lease agreements for the U.S. and Canada expire between July 2026 and November 2029. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Critical Accounting Policies For a complete summary of all of our significant accounting policies refer to Note 2: Summary of Significant Accounting Policies of the Notes to the consolidated financial statements as presented under Item 8, Financial Statements and Supplementary Data, in our Annual Report on Form 10-K for Fiscal 2024. Refer to “Critical Accounting Policies” under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for Fiscal 2024. Subsequent Events Subsequent to October 31, 2024, a) we received additional net cash proceeds of $31.04 million under our ATM Offering; b) we sold 500,000 pounds of uranium inventory for $41.40 million at a weighted average price of $82.80 per pound; and c) we entered into contracts to purchase 300,000 pounds of uranium inventory in the amount of $23.43 million at a weighted average price of $78.08 per pound with delivery in December 2024. 34 Table of Contents Item 3. Quantitative and Qualitative Disclosures About Market Risk Refer to Item 7A., Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for Fiscal 2024.