What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-09-24 compared with 2024-09-27 · 1074 added, 1171 removed, 2027 unchanged (53% of the section changed)

19 unchanged sentences

Directors, Executive Officers and Corporate Governance

Our directors and executive officers and their respective ages as of September 26, 2024 are as follows:

Our current directors and executive officers and their respective ages as of September 23, 2025 are as follows:

Position with the Company

President, Chief Executive Officer, Principal Executive Officer and a director

President, Chief Executive Officer, Principal Executive Officer and Director

Spencer Abraham

Chairman (non-executive) and a director

Chairman (non-executive) and Director

Vincent Della Volpe

Gloria Ballesta

Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer

Josephine Man

Chief Financial Officer, Treasurer, Secretary and Principal Accounting Officer

Executive Vice President

Senior Vice President, U.S.

The following describes the business experience of each of our directors, including other directorships held in reporting companies.

On October 1, 2024, Josephine Man was appointed our Chief Financial Officer, Treasurer and Secretary, succeeding Pat Obara, who ceased to be an executive officer of our Company as of such date.

On that date, Mr.

Obara was appointed as Senior Vice President, Administration of our Company.

The following describes the business experience of each of our current directors, including other directorships held in reporting companies.

Amir Adnani .

Amir Adnani is a founder of Uranium Energy Corp.

and has served as President, Chief Executive Officer and a director since January 2005.

Under his leadership, the Company has developed into the largest diversified North American focused uranium company with low-cost, environmentally friendly ISR uranium projects in the U.S.

Amir Adnani is a founder of Uranium Energy Corp and has served as President, Chief Executive Officer and a director since January 2005.

Under his leadership, the Company has developed into the largest diversified North American focused uranium company with low-cost In-Situ Recovery (“ ISR ”) uranium projects in the U.S.

and high-grade conventional projects in Canada.

In the U.S., UEC controls the largest portfolio of fully permitted ISR projects, anchored by two operational processing plants in Wyoming and Texas.

In the U.S., UEC controls the largest portfolio of fully permitted ISR projects, anchored by three operational processing plants in Wyoming and Texas.

In Canada, UEC controls one of the largest portfolios of exploration and development holdings in the prolific Athabasca basin, including the world-class, 100% owned Roughrider Project.

Adnani has given a variety of presentations at prominent industry conferences organized by the International Atomic Energy Agency, World Nuclear Fuel Market and the Milken Institute.

Adnani serves on the World Nuclear Association board of management, contributing to governance, policy and strategy development.

Adnani has represented the industry in key world forums and has given a variety of presentations at prominent industry conferences organized by the International Atomic Energy Agency, World Nuclear Fuel Market and the Milken Institute.

He is a frequent contributor to the business media, including CNBC, The Wall Street Journal, Bloomberg and Fox Business News.

3 unchanged sentences

He was also a nominee for Ernst & Young’s “Entrepreneur of the Year” distinction.

Adnani is the founder and Co-Chairman of GoldMining Inc., a publicly listed gold acquisition and development company, and is the Chairman of Uranium Royalty Corp., the first and only publicly listed royalty company in the uranium sector.

Adnani is the founder and Co-Chairman of GoldMining Inc., a publicly listed gold acquisition and development company and is the Chairman of URC, the first and only publicly listed royalty company in the uranium sector.

Adnani is also a founder of Gold Royalty Corp., a publicly listed gold royalty company where he served as a director from November 2020 to March 2023.

Adnani holds a Bachelor of Science degree from the University of British Columbia and was a director of the university’s Alumni Association from 2015 to 2021.

We believe that Mr.

Adnani’s involvement with the Company since its inception and his business and uranium industry experience qualify him to serve as a Director.

Spencer Abraham .

9 unchanged sentences

Abraham served as a United States Senator for the State of Michigan from 1995 to 2001.

At a time when the Biden Administration and U.S.

At a time when the Trump Administration and U.S.

Congress are considering significant issues pertaining to the U.S.

12 unchanged sentences

Abraham holds a Juris Doctor degree from Harvard Law School and is an alumnus of Michigan State University.

We believe that Mr.

Abraham’s extensive experience in the energy sector, including directing key aspects of energy strategy as Secretary of Energy of the United States from 2001 to 2005, and as a board member of various public companies in the oil, gas and power sectors qualifies him to serve as the Chairman (non-executive) of our Board.

David Kong has served on our Board of Directors since January 2011 and served as our lead independent director from June 2016 to May 2024.

4 unchanged sentences

Kong is a certified director (ICD.D) of the Institute of Corporate Directors.

We believe that Mr.

Kong’s business experience and specialized expertise in finance and accounting qualify him to serve as a Director.

Vincent Della Volpe .

4 unchanged sentences

Della Volpe holds a Bachelor of Arts in Accounting and an MBA in finance, both from Seton Hall University.

We believe that Mr.

Della Volpe’s prior business experience and specialized expertise in finance qualify him to serve as a Director.

Gloria Ballesta .

4 unchanged sentences

Ballesta holds an LLB (Hons.) from the CEU Cardenal Herrera University in Spain and a Master’s degree in Marketing and Business Management from ESIC School of Business in Spain.

We believe that Ms.

Ballesta’s significant international experience and experience serving as an independent director for other reporting companies qualify her to serve as a Director.

Trecia Canty .

5 unchanged sentences

Canty is a graduate of Dartmouth College and received a Master’s degree in Public Affairs from Princeton University’s School of International and Public Affairs and a Juris Doctor from Columbia University’s School of Law.

The following describes the business experience of each of the non-director executive officers of the Company:

Pat Obara has served as our Secretary, Treasurer and Chief Financial Officer since October 2015, and served as our Chief Financial Officer from August 2006 to January 2011 and as our Vice President Administration from January 2011 to October 2015.

Obara currently serves as the Chief Financial Officer and Secretary of GoldMining Inc., a public company listed on the TSX and the NYSE American, and served as a director of GoldMining Inc.

from September 2009 to May 2018.

Obara holds a degree in Building Technology, Land and Construction Economics from the British Columbia Institute of Technology.

We believe that Ms.

Canty’s extensive legal, regulatory and senior leadership experience in the energy industry qualifies her to serve as a Director.

The following describes the business experience of each of our non-director executive officers:

Josephine Man.

Josephine Man has served as our Chief Financial Officer, Treasurer and Secretary since October 2024.

Man has over 28 years of experience in financial reporting, corporate finance, mergers and acquisitions, and risk management.

Previously, from 2018 to 2025, Ms.

Man served as Chief Financial Officer of URC where she was responsible for leading all finance functions and risk management, and served as Corporate Secretary from 2024 to 2025 and from 2019 to 2023.

From 2020 to 2022, Ms.

Man served as Chief Financial Officer of Gold Royalty Corp., a public company listed on the NYSE American.

From 2010 to 2013, Ms.

Man was an audit partner with Ernst & Young LLP in Vancouver.

Man is a Chartered Professional Accountant, Certified Public Accountant (Washington) and Certified Public Accountant (Hong Kong).

Man holds a Bachelor of Business Administration from Simon Fraser University and a Master of Business Administration from the University of British Columbia.

Scott Melbye .

4 unchanged sentences

Melbye is responsible for the uranium marketing and sales function and is a key contributor towards the achievement of the Company’s strategic growth objectives.

Melbye currently serves as the Chief Executive Officer, President and a director of Uranium Royalty Corp., a public company listed on the TSX and the Nasdaq Capital Market.

Melbye currently serves as the Chief Executive Officer, President and a director of URC.

Previously, Mr.

15 unchanged sentences

Melbye has provided expert testimony before the U.S.

House Oversight Committee on DOE inventory dispositions, and the U.S.

House Oversight Committee on Department of Energy inventory dispositions, and the U.S.

Senate Energy and Natural Resources Committee on regaining American nuclear leadership and foreign critical minerals dependency.

17 unchanged sentences

Director Qualifications and Experience

The following summarizes the relevant experiences, qualifications, attributes and skills that our director nominees bring to the Board of Directors that are important to our business.

The following summarizes the relevant experiences, qualifications, attributes and skills that our directors bring to our Board of Directors that are important to our business.

Mining Industry Experience

11 unchanged sentences

Accounting and Financial Reporting Experience

Directors who have past professional experience in finance or accounting and a requisite professional certification in accounting or experience serving as a chief executive officer, chief financial officer or as another senior officer with financial oversight responsibilities or experience serving on other public company audit committees, bring an understanding of financial oversight responsibilities required to oversee the Company’s financial reporting and internal control functions.

Directors who have past professional experience in finance or accounting and a requisite professional certification in accounting or experience serving as a chief executive officer, chief financial officer or as another senior officer with financial oversight responsibilities or experience serving on other public company audit committees, bring an understanding of financial oversight responsibilities required to oversee our financial reporting and internal control functions.

Corporate Governance, Safety, Health,

3 unchanged sentences

Directors who have experience relating to government, regulatory or public policy matters bring knowledge helpful to operate in a complex regulatory environment.

The following identifies the relevant experiences, qualifications, attributes and skills possessed by our director nominees:

The following identifies the relevant experiences, qualifications, attributes and skills possessed by our directors:

Spencer Abraham

10 unchanged sentences

Term of Office

All of our directors hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified.

Pursuant to our Bylaws, as amended, all of our directors hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified.

Our officers are appointed by our Board of Directors and hold office until their successors are appointed and qualified.

4 unchanged sentences

Audit Committee

Our Board of Directors has established an Audit Committee that operates under a written charter approved by the Board of Directors.

Our Board of Directors has established an Audit Committee that operates under a written charter approved by our Board of Directors.

Our Audit Committee has been structured to comply with Rule 10A-3 under the Exchange Act.

3 unchanged sentences

Kong satisfies the criteria for an audit committee financial expert under Item 407(d)(5) of Regulation S-K of the rules of the SEC.

Involvement in Certain Legal Proceedings

Except as disclosed in this Annual Report, during the past ten years none of the following events have occurred with respect to any of our directors or executive officers:

a petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

engaging in any type of business practice;

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

any federal or state securities or commodities law or regulation;

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Conduct

We have adopted a Code of Conduct for Directors, Officers and Employees (the “ Code ”) that applies to all directors and officers.

The Code describes the legal, ethical and regulatory standards that must be followed by the directors, officers and employees of the Company and sets forth high standards of business conduct applicable to each director, officer and employee.

The Code describes the legal, ethical and regulatory standards that must be followed by our directors, officers and employees and sets forth high standards of business conduct applicable to each of them.

As adopted, the Code sets forth written standards that are designed to deter wrongdoing and to promote, among other things:

3 unchanged sentences

accountability for adherence to the Code.

A copy of our Code and all material Company corporate governance charters, policies and guidelines can be viewed on our website at:

A copy of the Code can be viewed on our website at:

www.uraniumenergy.com.

Corporate Governance and Nominating Committee

Our Board of Directors has established a Corporate Governance and Nominating Committee that operates under a written charter approved by the Board of Directors.

We have established a Corporate Governance and Nominating Committee that operates under a written charter approved by our Board of Directors.

The Corporate Governance and Nominating Committee is comprised of Gloria Ballesta, Vincent Della Volpe and David Kong.

3 unchanged sentences

The Corporate Governance and Nominating Committee is also mandated to plan for the succession of our Company, including recommending director candidates, review of Board of Director procedures, size and organization and monitoring of senior management with respect to governance issues.

The Corporate Governance and Nominating Committee identifies individuals believed to be qualified to become Board of Director members and recommends individuals to fill vacancies.

There are no minimum qualifications for consideration for nomination to be a director of the Company.

The Corporate Governance and Nominating Committee identifies individuals believed to be qualified to become directors and recommends individuals to fill vacancies.

There are no minimum qualifications for consideration for nomination to be our director.

The Corporate Governance and Nominating Committee assesses all nominees using generally the same criteria.

1 unchanged sentence

Director Time Commitments Policy

We have adopted a Director Time Commitments Policy (the “Director Time Commitments Policy”).

The Director Time Commitments Policy provides that the Company’s non-executive Chairman and lead independent director shall be limited to serving on four public company boards, including the Company’s Board of Directors (excluding private companies and other non-public companies).

The Company’s Corporate Governance and Nominating Committee evaluates on at least an annual basis the outside director time commitments of the Company’s non-executive Chairman and lead independent director, as applicable.

Our Board of Directors believes that wider perspectives and best practices learned by directors serving in other public directorships must be balanced against the time commitment that service on boards entails.

Therefore, we have adopted a Director Time Commitments Policy (the “ Director Time Commitments Policy ”).

The Director Time Commitments Policy provides that our non-executive Chairman and, if applicable, lead independent director shall be limited to serving on four public company boards, including our Board of Directors (excluding private companies and other non-public companies).

Our Corporate Governance and Nominating Committee evaluates on at least an annual basis the outside director time commitments of our non-executive Chairman and, if applicable, lead independent director.

Our Director Time Commitments Policy can be viewed on our website at www.uraniumenergy.com .

All of our directors are in compliance with the Director Time Commitments Policy as of the filing date of this Annual Report.

Sustainability Committee

3 unchanged sentences

The Sustainability Committee is responsible for oversight of sustainability including environmental, social, health and safety matters.

The Sustainability Committee is mandated to oversee the Company’s framework for the development of environmental, social, health and safety policies and programs and performance thereunder.

The Sustainability Committee reports regularly to the Board of Directors.

The Sustainability Committee is mandated to oversee our framework for the development of environmental, social, health and safety policies and programs and performance thereunder.

The Sustainability Committee reports regularly to our Board of Directors.

Human Rights Policy

2 unchanged sentences

Diversity Policy

Our Board of Directors has adopted a written Diversity Policy (the “Diversity Policy”) that sets out the Company’s approach to diversity, including gender, on the Board of Directors and among the executive officers of the Company.

The Corporate Governance and Nominating Committee and the Board of Directors aim to attract and maintain directors and an executive team that have an appropriate mix of diversity, skill and expertise.

Pursuant to the Diversity Policy, all Board of Directors and executive officer appointments will be based on merit, and the skill and contribution that the candidate is expected to bring to the Board of Directors and the executive team, with due consideration given to the benefits of diversity.

Pursuant to the Diversity Policy, when considering the composition of, and individuals to nominate or hire to, the Board of Directors and the executive team, the Corporate Governance and Nominating Committee and the Board of Directors, as applicable, shall consider diversity from a number of aspects and including, but not limited to, gender, age, ethnicity and cultural diversity.

In addition, when assessing and identifying potential new members to join the Board of Directors or the executive team, the Corporate Governance and Nominating Committee and the Board of Directors, as applicable, considers the current level of diversity on the Board of Directors and the executive team.

The Corporate Governance and Nominating Committee and the Board of Directors are responsible for developing measurable objectives to implement the Diversity Policy and to measure its effectiveness.

The Corporate Governance and Nominating Committee meets annually, or otherwise as applicable, to consider whether to set targets based on diversity for the appointment of individuals to the Board of Directors or the executive team, recognizing that, notwithstanding any targets set in any given year, the selection of diverse candidates will depend on the pool of available candidates with the necessary skills, knowledge and experience.

Our Board of Directors has adopted a written Diversity Policy (the “ Diversity Policy ”) that sets out our approach to diversity, including gender, on our Board of Directors and among our executive officers.

The Corporate Governance and Nominating Committee and our Board of Directors aim to attract and maintain directors and an executive team that have an appropriate mix of diversity, skill and expertise.

Pursuant to the Diversity Policy, all Board of Directors and executive officer appointments will be based on merit, and the skill and contribution that the candidate is expected to bring to our Board of Directors and the executive team, with due consideration given to the benefits of diversity.

Pursuant to the Diversity Policy, when considering the composition of, and individuals to nominate or hire to, our Board of Directors and the executive team, the Corporate Governance and Nominating Committee and our Board of Directors, as applicable, shall consider diversity from a number of aspects and including, but not limited to, gender, age, ethnicity, cultural diversity, education, experience, skills, thought, perspectives, personal qualities and attributes and geographic profiles.

In addition, when assessing and identifying potential new members to join our Board of Directors or the executive team, the Corporate Governance and Nominating Committee and our Board of Directors, as applicable, considers the current level of diversity on our Board of Directors and the executive team.

Our Diversity Policy can be viewed on our website at www.uraniumenergy.com.

The Corporate Governance and Nominating Committee and our Board of Directors are responsible for developing measurable objectives to implement the Diversity Policy and to measure its effectiveness.

The Corporate Governance and Nominating Committee meets annually, or otherwise as applicable, to consider whether to set targets based on diversity for the appointment of individuals to our Board of Directors or the executive team, recognizing that, notwithstanding any targets set in any given year, the selection of diverse candidates will depend on the pool of available candidates with the necessary skills, knowledge and experience.

As at the date of this Annual Report, the members of our Board of Directors identify as 50% racially diverse, 50% White, 17% Asian, 17% Hispanic, 17% Black, 67% ethnically diverse and 33% female.

Our executive officers identify as 50% ethnically diverse and 25% female.

The Board of Directors believes that diversity will increase the effectiveness of the Board of Directors and the long-term performance of the Company.

Our Board of Directors believes that having directors with diverse backgrounds and experiences can enhance the effectiveness of our Board of Directors and our long-term performance.

The Corporate Governance and Nominating Committee has performed a review of the experience, qualifications, attributes and skills of our Company’s current directors and believes that our Company’s current directors possess a variety of complementary skills and characteristics, including the following:

1 unchanged sentence

successful business or professional experience;

various areas of expertise or experience, including financial, strategic and general management;

willingness and ability to commit the necessary time to fully discharge the responsibilities of a director in connection with the affairs of the Company;

a demonstrated commitment to the success of the Company;

various areas of expertise or experience;

willingness and ability to commit the necessary time to fully discharge the responsibilities of a director in connection with our affairs;

a demonstrated commitment to our success;

diverse perspectives, qualifications and knowledge.

8 unchanged sentences

Amir Adnani serves as our President and Chief Executive Officer and Spencer Abraham serves as our independent Chairman (non-executive).

Our Board of Directors takes an active role in risk oversight of the Company.

Our Board of Directors takes an active role in risk oversight.

Our executive officers report any significant risks that come to their attention to our Board of Directors.

1 unchanged sentence

Insider Trading Arrangements and Policies

On November 20, 2023, the Board of Directors adopted an updated Insider Trading, Reporting and Blackout Policy (the “Insider Trading, Reporting and Blackout Policy”), which governs the purchase, sale and/or other dispositions of securities by directors, officers and employees of the Company and its subsidiary companies that are designed to promote compliance with insider trading laws and rules and regulations as part of the Company’s commitment to ethical and lawful business conduct.

A copy of the Insider Trading, Reporting and Blackout Policy is attached as Exhibit 19.1 to this Annual Report on Form 10-K.

Our Board of Directors has adopted an updated Insider Trading, Reporting and Blackout Policy which governs the purchase, sale and/or other dispositions of securities by directors, officers and employees of the Company and its subsidiary companies that are designed to promote compliance with insider trading laws and rules and regulations as part of the Company’s commitment to ethical and lawful business conduct.

Since the adoption of our Insider Trading, Reporting and Blackout Policy, the policy administrator has not granted any such exemptions to the policy's general prohibition on hedging or pledging.

While the Company is not subject to the Insider Trading, Reporting and Blackout Policy, the Company does not trade in its securities when it is in possession of material nonpublic information (as defined herein) other than pursuant to previously adopted Rule 10b5 - 1 trading plans.

We have also adopted an Anti-Hedging and Anti-Pledging Policy, Clawback Policy and Stock Ownership Guidelines.

Please see "Item 11.

Executive Compensation" for further details.

Copies of committee charters, the policies referenced herein and other selected governance documents are available on our website at www.uraniumenergy.com.

Executive Compensation

1 unchanged sentence

Oversight of Executive Compensation Program

Our Board of Directors has established a Compensation Committee that operates under a written charter approved by the Board of Directors.

Our Board of Directors has established a Compensation Committee that operates under a written charter approved by our Board of Directors.

The Compensation Committee is comprised of Vincent Della Volpe, David Kong and Gloria Ballesta.

1 unchanged sentence

All of the members of the Compensation Committee meet the compensation committee independence standards of the NYSE American.

The Board of Directors has determined that none of the Compensation Committee members have any material business relationships with the Company.

Our Board of Directors has determined that none of the Compensation Committee members have any material business relationships with the Company.

The independence of the Compensation Committee members is re-assessed regularly by the Company.

1 unchanged sentence

The responsibilities of the Compensation Committee, as stated in its charter, include the following:

review and approve the Company’s compensation guidelines and structure;

review and approve our compensation guidelines and structure;

review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer;

review and approve on an annual basis the evaluation process and compensation structure for the Company’s other officers, including base compensation, bonus, incentive and equity compensation;

periodically review and make recommendations to the Board of Directors regarding the compensation of non-executive directors.

The Compensation Committee is responsible for developing the executive compensation philosophy and reviewing and recommending to the Board of Directors for approval all compensation policies and compensation programs for the executive team.

review and approve on an annual basis the evaluation process and compensation structure for our other officers, including base compensation, bonus, incentive and equity compensation;

periodically review and make recommendations to our Board of Directors regarding the compensation of non-executive directors.

The Compensation Committee is responsible for developing the executive compensation philosophy and reviewing and recommending to our Board of Directors for approval all compensation policies and compensation programs for the executive team.

Since May 2012, consistent with good governance practices, the Compensation Committee retains on an annual basis an independent compensation advisor to provide advice on the structure and levels of compensation for our executive officers and directors and to undertake a comprehensive review of our incentive plans.

In Fiscal 2024 the Compensation Committee once again retained Global Governance Advisors (“GGA”) to provide independent compensation advice to the Compensation Committee and to the Board of Directors.

GGA is an internationally recognized, independent advisory firm that provides counsel to boards of directors on matters relating to executive compensation and governance.

GGA is retained to continually review the compensation levels for the Company’s executive officers and directors and short and long-term incentive plans, and to evaluate and make recommendations on the Company’s overall executive and director compensation philosophy, objectives and approach.

In Fiscal 2025, the Compensation Committee retained Global Governance Advisors (“ GGA ”) to provide independent compensation advice to the Compensation Committee and to our Board of Directors.

GGA is an internationally recognized, independent advisory firm that provides counsel to boards of directors on matters relating to executive compensation and governance and has significant experience in the mining sector.

GGA is retained to continually review the compensation levels for our executive officers and directors and short and long-term incentive plans, and to evaluate and make recommendations based on competitive market trends on our overall executive and director compensation philosophy, objectives and approach.

GGA’s services in Fiscal 2025 included:

3 unchanged sentences

review and design of the annual non-equity incentive plan;

review and design of the equity incentive plan, including performance criteria and vesting conditions;

non-executive director compensation review;

review of compensation discussion and analysis in the Company’s proxy statement.

Fees paid for GGA’s services for our last two fiscal years were $70,461 and $44,398 for Fiscal 2023 and Fiscal 2024, respectively.

review of compensation discussion and analysis in our proxy statement.

Fees paid for GGA’s services were $44,398 and $66,747 for Fiscal 2024 and Fiscal 2025, respectively.

The Compensation Committee reviews all fees and the terms of consulting services provided by GGA.

3 unchanged sentences

NO guaranteed cash incentives, equity compensation or salary increases for executives except in limited scenarios in connection with their hiring.

DO align long-term incentive pay and performance by linking a portion of long-term compensation to the achievement of relative and absolute TSR goals.

DO align long-term incentive pay and performance by linking a portion of long-term compensation to the achievement of relative and absolute total stockholder return (“ TSR ”) goals.

NO full single trigger acceleration of annual equity Awards granted to executives.

13 unchanged sentences

In Fiscal 2025, with the recommendations put forth by GGA (the “ GGA Recommendations ”), the Compensation Committee maintained the following general principles in determining its executive and non-executive director total compensation plans.

The Company recognizes that people are our primary asset and our principal source of establishing a competitive advantage.

In order to recruit, motivate and retain the most qualified individuals as senior executive officers, the Company strives to maintain an executive compensation program that is competitive in the mining industry, which is a competitive, global labor market.

We recognize that people are our primary asset and our principal source of establishing a competitive advantage.

In order to recruit, motivate and retain the most qualified individuals as senior executive officers, we strive to maintain an executive compensation program that is competitive in the mining industry, which is a competitive, global labor market.

The Compensation Committee’s objective is to establish a compensation program that is designed to align with industry trends and attract and retain the best available talent while efficiently utilizing available resources.

These objectives are achieved primarily through base compensation and equity compensation designed to be competitive with comparable companies, and to align management’s compensation with the long-term interests of stockholders.

In determining executive management’s compensation, the Compensation Committee also takes into consideration the performance and financial condition of the Company.

In order to accomplish our goals and to ensure that the Company’s executive compensation program is consistent with its direction and business strategy, the compensation program for our senior executive officers is based on the following objectives:

In determining executive management’s compensation, the Compensation Committee also takes into consideration our performance and financial condition.

In order to accomplish our goals and to ensure that our executive compensation program is consistent with its direction and business strategy, the compensation program for our senior executive officers is based on the following objectives:

to attract, motivate, retain and reward a knowledgeable and driven management team and to encourage them to attain and exceed performance expectations within a calculated risk framework;

to reward each executive based on individual and corporate performance and to incentivize such executives to drive the Company’s current growth and sustainability objectives.

The following key principles guide the Company’s overall compensation philosophy:

compensation is designed to align executives to the critical business issues facing the Company;

to reward each executive based on individual and corporate performance and to incentivize such executives to drive our current growth and sustainability objectives.

The following key principles guide our overall compensation philosophy:

compensation is designed to align executives to the critical business issues facing us;

compensation should be fair and reasonable to stockholders and be set with reference to the local market and similar positions of comparable companies;

2 unchanged sentences

an appropriate portion of total compensation should be equity-based, aligning the interests of executives with stockholders;

compensation should be transparent to the Board of Directors, executives and stockholders.

compensation should be transparent to our Board of Directors, executives and stockholders.

Benchmarking Compensation and Peer Groups

In Fiscal 2024 the Compensation Committee commissioned a Peer Group review from GGA as part of a competitive compensation market update review of executive and director compensation in order to stay abreast of changes in the external market and to ensure that the Company continued to benchmark compensation with appropriate market comparators.

In addition to external market trends, the Compensation Committee considered the complexity of the Company and the range of size of several of the appropriate comparable companies and, with the GGA Recommendations provided to them, revised the Peer Group from the prior year to address changes in the external market and to better reflect our Company’s business.

The Peer Group remained relatively consistent with the prior year and included uranium and precious metals mining and oil and gas companies, publicly traded on major Canadian and American exchanges, of similar size to the Company (0.25 to four times), primarily from a market capitalization perspective, but also considering other factors such as total assets.

The Company’s market capitalization was positioned slightly below the median of the Peer Group at the time of the GGA Recommendations.

The Peer Group was used by the Compensation Committee to establish the compensation levels for the Company’s executive officers and its Board of Directors.

In Fiscal 2024, with the GGA Recommendations, the Company’s compensation philosophy aimed to align both our executive officers’ and Board of Directors’ compensation around the median of the Peer Group.

At the time of the Peer Group review, the Company was positioned at the 46 th percentile on a market capitalization basis, and at the 37 th percentile on a total assets basis compared with the Peer Group.

As we continued to scale our operations and balance sheet, the Compensation Committee reviewed the Peer Group to ensure continued alignment with market comparables in both size and sector exposure.

In Fiscal 2025, the Compensation Committee commissioned a Peer Group review from GGA as part of a competitive compensation market update review of executive and director compensation in order to stay abreast of changes in the external market and to ensure that we continued to benchmark compensation with appropriate market comparators.

In addition to external market trends, the Compensation Committee considered the complexity of our operations and the range of size of several of the appropriate comparable companies and, with the GGA Recommendations provided to them, revised the Peer Group from the prior year to address changes in the external market and to better reflect our business.

The Peer Group remained relatively consistent with the prior year and included uranium and precious metals mining and oil and gas companies publicly traded on major North American exchanges, of similar size to us, primarily from a market capitalization perspective, but also considering other factors such as revenue and total assets.

The Peer Group was used by the Compensation Committee to establish the compensation levels for our executive officers and our directors.

In Fiscal 2025, with the GGA Recommendations, our compensation philosophy aimed to align both our executive officers’ and directors’ compensation around the median of the Peer Group.

At the time of the Peer Group review, we were positioned at the 35 th percentile on a market capitalization basis, and at the 39 th percentile on a total assets basis compared with the Peer Group.

In Fiscal 2025, the following companies were removed from or added to the Peer Group:

1 unchanged sentence

Added to the Peer Group

Centrus Energy Corp.

Black Stone Minerals, L.P.

Coeur Mining, Inc.

Cameco Corporation

enCore Energy Corp.

Magnolia Oil & Gas Corporation

K92 Mining Inc.

NGEx Minerals Ltd.

Osisko Mining Inc.

Vital Energy, Inc.

Seabridge Gold Inc.

Torex Gold Resources Inc.

The peers removed from the Peer Group were linked to either the Company outgrowing on a size basis, or from an operations perspective tied to being less relevant to the Company’s operations.

The peers added to the Peer Group were approved on the merit of industry/sector relevance where the Company is directly competing for talent, operations and size.

Overall, adjustments made for the Peer Group were completed to address the Company’s operational and overall year over year total asset growth.

Centrus Energy Corp.

NuScale Power Corporation

Fission Uranium Corp.

was acquired by BHP and Lundin Mining Corporation in 2025.

Additionally, Fission Uranium Corp.

was acquired by Paladin Energy Ltd.

The peers removed from the Peer Group were linked to changes in the external market or reflected the increased scale and complexity of our operations.

The peers added to the Peer Group were approved on the merit of industry/sector relevance where we are directly competing for talent, operations and size.

Overall, adjustments made for the Peer Group were completed to address our operational and overall year over year total asset growth.

When examining peer alternatives, a balanced approach that examined shareholder and other uranium mining company peer groups was used to ensure that the Peer Group aligned within market norms.

In Fiscal 2025, the Peer Group was comprised of the following companies:

Black Stone Minerals, L.P.

NGEx Minerals Ltd.

Cameco Corporation

Fission Uranium Corp.

Northern Oil and Gas, Inc.

Comstock Resources, Inc.

Gulfport Energy Corporation

NuScale Power Corporation

Centrus Energy Corp.

Magnolia Oil & Gas Corporation

Comstock Resources, Inc.

NexGen Energy Ltd.

Vital Energy, Inc.

Denison Mines Corp.

Magnolia Oil & Gas Corporation

NGEx Minerals Ltd.

Energy Fuels Inc.

NexGen Energy Ltd.

Northern Oil and Gas, Inc.

Named Executive Officers

Our named executive officers (collectively, the “ Named Executive Officers ” or “ NEOs ”) for Fiscal 2025 were:

Amir Adnani, President and Chief Executive Officer;

Josephine Man, Chief Financial Officer, Treasurer and Secretary;

Scott Melbye, Executive Vice President;

Brent Berg, Senior Vice President, U.S.

Pat Obara, former Secretary, Treasurer and Chief Financial Officer.

On October 1, 2024, Josephine Man was appointed our Chief Financial Officer, Treasurer and Secretary, succeeding Pat Obara, who ceased to be an executive officer of our Company as of such date.

On that date, Mr.

Obara was appointed as Senior Vice President, Administration of our Company.

Compensation Elements and Rationale

The Company’s executive compensation program consists of:

base compensation;

short-term incentive awards;

and long-term incentive equity compensation.

Our executive compensation program consists of base compensation, short-term incentive awards and long-term incentive equity compensation.

Base Compensation

1 unchanged sentence

Base compensation is a fixed component of the compensation program and is used as the base to determine elements of incentive compensation and benefits.

The base compensation paid to our executive officers is more particularly described below under “Executive Services Agreements”.

The base compensation paid to our NEOs is more particularly described below under “Executive Services Agreements”.

Short-Term Incentive Awards

The Company’s short-term incentive plan (the “STIP”) is a variable component of compensation and has the objective of motivating the executive officers to achieve corporate objectives over a one-year period and to provide a means to reward the achievement of corporate milestones and fulfillment of the Company’s annual business plan.

The STIP provides an opportunity for an annual cash payout based on performance relative to the achievement of corporate performance goals and metrics.

Our short-term incentive plan (the “ STIP ”) is a variable component of compensation and has the objective of motivating the executive officers to achieve corporate objectives over a one-year period and to provide a means to reward the achievement of corporate milestones and fulfillment of our annual business plan.

The STIP provides an opportunity for an annual cash payout based on performance relative to the achievement of corporate and individual performance goals and metrics.

The STIP has a maximum payout opportunity, which is 200% of each executive officer’s target STIP.

The Compensation Committee establishes STIP performance goals, metrics, weightings and targets in the first quarter of each fiscal year.

Each of our executive officers has a target STIP set as a percentage of their base compensation (each, a “Target Award”), with payouts based on a performance multiplier dependent on corporate performance.

Each of our executive officers has a target STIP set as a percentage of their base compensation (each, a “ Target Award ”), with payouts based on a performance multiplier dependent on corporate and individual performance.

The performance multiplier and payouts achieved can range between 0% and 200% of each Target Award.

No payout is awarded if the Compensation Committee deems that the Company failed to achieve performance goals.

No payout is awarded if the Compensation Committee deems that performance goals were not achieved.

To determine Target Awards our Compensation Committee considers the breadth, scope and complexity of each executive officer’s role, internal equity and whether the executive officer's incentive compensation is competitive relative to similarly situated executives at companies in our Peer Group.

The following sets forth the formula for payment of STIP awards.

The following sets forth the Target Awards expressed as a percentage of base compensation along with the corresponding corporate performance weightings for Fiscal 2024 for the Company’s executive officers, other than Mr.

Berg joined the Company on March 21, 2024 and did not participate in the STIP.

The following sets forth the Fiscal 2025 base compensation and the formula for payment of STIP awards.

The following sets forth the Target Awards expressed as a percentage of base compensation along with the corresponding corporate and individual performance weightings for our NEOs for Fiscal 2025.

Fiscal 2025 Target Award

Performance Weighting

Executive Officer

Corporate Performance

President and Chief Executive Officer

Secretary, Treasurer and Chief Financial Officer

Josephine Man

Chief Financial Officer, Treasurer and Secretary

Executive Vice President

Senior Vice President, U.S.

Pat Obara (1)

Former Secretary, Treasurer and Chief Financial Officer

Obara did not participate in the STIP in Fiscal 2025.

Performance Scorecard

The Compensation Committee establishes a performance scorecard in the first quarter of each fiscal year that sets out performance goals and metrics to guide and motivate the executives to execute on our strategy.

At the end of each fiscal year, the Compensation Committee evaluates actual performance relative to the performance goals and metrics and recommends to the Board of Directors the payment of STIP awards.

The Compensation Committee and the Board of Directors may exercise discretion to pay cash bonuses outside of the STIP and to not pay STIP awards even if performance awards are earned.

At the end of each fiscal year, the Compensation Committee evaluates actual performance relative to the performance goals and metrics and recommends to our Board of Directors the payment of STIP awards.

The Compensation Committee and our Board of Directors may exercise discretion to pay cash bonuses outside of the STIP and to not pay STIP awards even if performance awards are earned.

In the first quarter of Fiscal 2025, the Compensation Committee selected performance goals and metrics within a performance scorecard.

At the end of Fiscal 2024, the Compensation Committee evaluated the performance achieved relative to the performance goals and metrics and assigned each of the executive officers an award at 200% of target.

The Compensation Committee and the Board of Directors exercised discretion to set the payouts awarded to Messrs.

Obara and Melbye to 180% and 140% of target, respectively, to factor the respective executive responsibilities and contributions at UEC throughout Fiscal 2024.

At the end of Fiscal 2025, the Compensation Committee evaluated the performance achieved relative to the performance goals and metrics.

The corporate goals are viewed as critical to adding value to stockholders and cover a mix of operational, balance sheet, health and safety and business development criteria.

The key performance indicators are provided in the balanced scorecard below.

Each of the corporate objectives had met or exceeded the breakthrough stretch objectives resulting in a 200% multiplier for the corporate objectives component of the scorecard.

Each executive was also evaluated on a set of individual performance objectives tied to their unique role, responsibility and time-commitment.

The following sets forth the performance scorecard for Fiscal 2025.

1 unchanged sentence

Performance Metrics

Chief Executive Officer

Other Executive Officers

Target Award)

2 unchanged sentences

Operational Objectives

Wyoming - Approval of extraction restart

Texas - Increase resource estimates at Burke Hollow

Saskatchewan - Complete drilling program

Wyoming - Commencing operational ramp up

Texas - Commencing construction at the Burke Hollow Project

Saskatchewan - Completion of initial economic assessment at the Roughrider Project

Operational Objectives

2 unchanged sentences

objectives completed

Strengthen the balance sheet to support growth initiatives with at least $50 million of liquid assets comprised of cash and the fair value of physical uranium and equity holdings

Strengthen the balance sheet to support growth initiatives using liquid assets comprised of cash and the fair value of physical uranium and equity holdings

Balance Sheet:

1 unchanged sentence

Exceeded $100 million

Rating improvement average across ISS, Sustainalytics and MSCI

ESG Rating Improvement

Maintain ratings

grade/category

Letter grade/category

Promote high performing safe environments with no recordable injuries among full-time employees

Total Recordable Injury and Illness Incidence Rate

Rate below 4.8

Total Recordable Injury

Promote high performing safe environments with no recordable injuries among employees

and Illness Incidence

Rate below 4.8

Rate below 3.2

Rate below 1.6 and

no fatalities

1.59 and no fatalities

The following sets forth the STIP awards paid to our executive officers for Fiscal 2024.

Fiscal 2024 Target Award

Executive Officer

President and Chief Executive Officer

Secretary, Treasurer and Chief Financial Officer

Executive Vice President

Business Development

Increase production capacity and resources with accretive acquisition

Chief Executive Officer:

Exceeded Expectations

Chief Executive Officer

Individual Performance

Below Expectations

Met Expectations

Exceeded Expectations

Other Executive

Other Executive Officers:

Met Expectations

Individual Performance

Below Expectations

Met Expectations

Secondary Performance Considerations

In addition to the corporate objectives defined within the scorecard, the Compensation Committee also factored secondary performance considerations.

UEC's broader sustainability objectives had the ability to reduce the corporate scorecard by up to 10% of the overall corporate multiplier.

The Sustainability Committee and Compensation Committee monitored overall satisfaction on the results of the following areas:

Wyoming and Texas - enhancing reclamation efforts for exploration drilling by implementing sediment control, soil recontouring, and revegetation;

Wyoming - optimizing 11(e)2 byproduct management by using a bailer compactor, reducing waste volume and fuel consumption for shipments and continuing reclamation in mine unit 2 to meet expectations of stakeholders, including regulatory agencies and landowners;

and at our Roughrider Project - continuing to advance environmental baseline studies.

Performance Goals and Metrics

The Compensation Committee selected the following performance goals and metrics within the Company’s performance scorecard on the belief that these performance goals and metrics were aligned with our corporate strategy and could be impacted by our executive officers.

The Compensation Committee selected the following performance goals and metrics within our performance scorecard on the belief that these performance goals and metrics were aligned with our corporate strategy and could be impacted by our executive officers.

In Fiscal 2025, the payout opportunities for threshold, target and breakthrough performance levels were set at 50%, 100% and 200% of each Target Award, respectively, with interpolation between performance levels.

Operational Objectives:

The Compensation Committee selected this metric based on the belief that achieving operational objectives will advance the Company’s ability to restart uranium extraction at our Christensen Ranch Mine in Wyoming and will support additional extraction capacity.

This metric was weighted at 30%.

This metric required the Company to:

(i) approve extraction restart our Christensen Ranch Mine in Wyoming;

(ii) increase resource estimates at our Burke Hollow Project in Texas;

and (iii) complete a drilling program at our Roughrider Project in Saskatchewan.

The target level of performance required the Company to achieve any two of three operational objectives, the threshold level of performance required the Company to achieve any one operational objective and the breakthrough level of performance required the Company to achieve all of the three operational objectives.

The Compensation Committee selected this metric based on the belief that achieving operational objectives will advance our ability to scale production and support additional extraction capacity.

This metric required us to:

(i) commence operational ramp up at our Christensen Ranch Mine in Wyoming;

(ii) commence construction at our Burke Hollow Project in Texas;

and (iii) complete an initial economic assessment at our Roughrider Project in Saskatchewan.

The target level of performance required us to achieve any two of three operational objectives, the threshold level of performance required us to achieve any one operational objective and the breakthrough level of performance required us to achieve all of the three operational objectives.

The result was performance at 200%.

As of July 31, 2024, the Company had achieved all of its operational objectives.

As of July 31, 2025, we had achieved all of our operational objectives.

Balance Sheet:

The Compensation Committee selected this metric based on the belief that strengthening the Company’s balance sheet with at least $50 million of liquid assets comprised of cash and the fair value of physical uranium and equity holdings is important to support the Company’s growth initiatives.

This metric was weighted at 50%.

The Compensation Committee selected this metric based on the belief that strengthening our balance sheet with at least $50 million of liquid assets comprised of cash and the fair value of physical uranium and equity holdings is important to support our growth initiatives.

$75 million of liquid assets represented the target level of performance, $50 million of liquid assets represented the threshold level of performance and $100 million of liquid assets represented the breakthrough level of performance.

The result was performance at 200%.

As of July 31, 2024, the Company had liquid assets of approximately $329.5 million.

ESG Rating Improvement:

The Compensation Committee selected this metric to support the Company’s commitment to integrate sustainability into our core business operations and to create value for our stockholders by aligning sustainability with business growth.

This metric required the Company to achieve a rating average improvement across Institutional Shareholder Services, Inc.

(“ISS”), Sustainalytics and MSCI Inc.

This metric was weighted 10%.

The target level of performance required the Company to achieve an overall improvement in ESG ratings, the threshold level of performance required the Company to maintain existing ratings and the breakthrough level of performance required the Company to achieve a letter grade/category improvement in ESG ratings.

The result was performance at 200%.

As of July 31, 2024, the Company had achieved a letter grade/category improvement average in ESG ratings published by ISS and Sustainalytics and was awaiting a re-rate with MSCI.

As of July 31, 2025, we had cash, equities and inventory (excluding 103,545 pounds and 26,421 pounds of precipitated uranium and dried and drummed concentrate, respectively) of approximately $320.58 million (based on closing prices as of July 31, 2025).

Total Recordable Injury and Illness Incidence Rate:

The Compensation Committee selected this metric based on the belief that the total recordable injury and illness incidence rate (“IIR”) is critical to the Company’s overall approach to promoting high performing safe environments.

The Company’s IIR is calculated by multiplying the total number of OSHA recordable injuries and illnesses at our operations by 200,000 and dividing that result by the total number of hours worked by all employees at our operations.

The Compensation Committee selected this metric based on the belief that the Total Recordable Injury and Illness Incidence Rate (“ IIR ”) is critical to our overall approach to promoting high performing safe environments.

Our Company’s IIR is calculated by multiplying the total number of recordable injuries and illnesses at our operations, as determined in accordance with the safety standards established by the OSHA by 200,000 and dividing that result by the total number of hours worked by all employees at our operations.

In this formula, 200,000 represents the number of hours that would be worked by 100 employees working 40 hours per week, 50 weeks per year and provides the standard base for calculating incidence rates for a year pursuant to OSHA guidance.

This metric was weighted 10%.

An IIR below 3.2 represented the target level of performance, an IIR below 4.8 represented the threshold level of performance and an IIR below 1.6 and no work-related fatalities represented the breakthrough level of performance.

The result was performance at 200%.

The Company achieved an IIR of zero for Fiscal 2024, having no work-related fatalities, recordable injuries or illnesses among full-time employees at our operations.

We achieved an IIR of 1.59 and had no work-related fatalities among employees at our operations.

Business Development:

The Compensation Committee selected this metric based on the belief that increasing production capacity and the acquisition of additional accretive uranium resources will build on our strategic objectives.

The acquisition of the Sweetwater Plant and portfolio of uranium mining properties in Wyoming from Rio Tinto completed in December of 2024 represented an opportunity to add a 3,000-ton-per-day processing mill with licensed capacity of 4.1 million pounds U 3 O 8 per year.

The acquisition established our third hub-and-spoke ISR production platform and strengthened our position as the largest licensed uranium producer in the U.S.

Completion of the acquisition represented the breakthrough level of performance.

No threshold or target award opportunities were established for this metric.

The result was breakthrough performance at 200%.

Individual Performance :

The Compensation Committee made a subjective determination of individual performance for each executive officer to determine whether the executive officer earned an award for performance in Fiscal 2025.

Individual performance goals are defined for each executive based on their core area of responsibility.

The CEO’s individual objectives are set by the Compensation Committee, while the CEO’s direct reports are determined by the CEO and approved by the Compensation Committee.

Individual objectives are defined as either qualitative, quantitative or both.

Review of Executive Officer Performance

New for Fiscal 2024, the Compensation Committee adjusted the performance scorecard to be solely calculated on corporate performance.

Regardless of the scorecard being formulaic, the Compensation Committee retained the practice of reviewing our executive officer’s performance and contribution towards our corporate results.

The purpose of the executive officer performance evaluation is to support leadership and development feedback.

In Fiscal 2024 the following milestones were attained by the Company as a result of the success of the executives meeting their performance goals:

we completed the acquisition of a portfolio of exploration-stage projects in the high-grade Eastern Athabasca Basin of Saskatchewan, Canada, located within close proximity to our Roughrider Project, on August 4, 2023, including the Milliken, 60% owned Henday and 50% owned Carswell Projects;

we completed and filed a TRS report in accordance with S-K 1300 disclosing mineral resources and an economic assessment for our Alto Paraná titanium Project in Paraguay on November 13, 2023;

we announced our plans to restart uranium extraction in August 2024 at our Christensen Ranch Mine in Wyoming.

The recovered uranium will be processed at our Irigaray CPP with a current licensed capacity of 2.5 million pounds U 3 O 8 per year.

Our Irigaray CPP is the hub central to four fully permitted ISR projects in the Powder River Basin of Wyoming, including our Christensen Ranch Mine;

we made significant progress in advancing our sustainability program and published our sustainability report for Fiscal 2023;

we completed an initial drilling campaign at our Roughrider Project in the high-grade Eastern Athabasca Basin of Saskatchewan, Canada;

we completed and filed a TRS report in accordance with S-K 1300 in June 2024, increasing measured and indicated resources for our Burke Hollow Project in Texas from 2,324,000 lbs of U 3 O 8 to 6,155,000 lbs of U 3 O 8 and reporting inferred resources of 4,883,000 lbs of U 3 O 8 ;

we increased resource estimates at our Burke Hollow Project in Texas;

we achieved an upward trend in ESG ratings across various rating agencies including a leading uranium sector sustainability ranking with Morningstar Sustainalytics of 23.8 as at September 2, 2024 which placed the Company as the leading uranium mining company and in the top 5 th percentile of the Diversified Metals and Mining subindustry.

Subsequent to Fiscal 2024:

In Fiscal 2025 the following milestones were attained as a result of the success of the executives meeting their performance goals:

we completed the successful restart of uranium extraction at our Christensen Ranch Mine in Wyoming;

we advanced the phased ramp-up of mining activities at our Wyoming operations;

we commenced construction at our Burke Hollow Project in Texas, with our initial planned production area and a new satellite ion exchange facility;

we completed and filed a TRS report in accordance with S-K 1300 disclosing an initial economic assessment for our Roughrider Project in the Eastern Athabasca Basin of Saskatchewan, Canada in November of 2024;

we completed the acquisition of the Sweetwater Plant and uranium assets in Wyoming from Rio Tinto in December of 2024.

The Sweetwater Plant added a 3,000-ton-per-day processing mill with licensed capacity of 4.1 million pounds U 3 O 8 per year.

The Sweetwater Acquisition established our third hub-and-spoke ISR production platform and strengthened our position as the largest licensed uranium producer in the U.S.;

our President and Chief Executive Officer, Amir Adnani, was appointed to the World Nuclear Association board of management in April of 2025;

we generated revenue of $66.84 million from sales made in the first half of 2025 of 810,000 pounds of U 3 O 8 , at $82.52 per pound from our physical portfolio, generating a gross profit of $24.48 million during Fiscal 2025;

as at the end of Fiscal 2025 we had $320.58 million of cash, inventory (1) and equities at market prices (2) .

Subsequent to Fiscal 2025:

our Sweetwater Plant in Wyoming was designated by the U.S.

Government for fast-track permitting to add ISR capability.

On completion our Sweetwater Plant will be the largest dual-feed uranium facility in the United States, licensed to process both conventional ore and ISR resin;

we launched UR&C, a wholly owned subsidiary of the Company, to pursue the feasibility of developing a new state-of-the-art American uranium refining and conversion facility.

This figure excludes 103,545 pounds and 26,421 pounds of precipitated uranium and dried and drummed concentrate, respectively.

Market values for securities are based on closing prices as at July 31, 2025, and for U 3 O 8 inventories are based on the spot price quoted on UxC ConverDyn as of such date.

Long-Term Incentive (Equity)

The Company’s long-term incentive program (the “LTIP”) provides for, among other awards, the granting of stock options, performance stock options (“PSOs”), RSUs and PRSUs to executive officers to both motivate executive performance and retention, as well as to align executive officer performance to shareholder value creation.

In awarding long-term incentives, the Company compares its long-term incentive program to the Peer Group and evaluates such factors as the number of shares available for awards under the Company’s Stock Incentive Plan and the number of awards outstanding relative to the number of shares outstanding.

Each long-term incentive grant is based on the level of the position held and overall market competitiveness.

Our long-term incentive program (the “ LTIP ”) provides for, among other Awards, the granting of stock options, performance stock options (“ PSOs ”), RSUs and PRSUs to executive officers to both motivate executive performance and retention, as well as to align executive officer performance to stockholder value creation.

In awarding long-term incentives, we compare our long-term incentive program to the Peer Group and evaluate such factors as the number of shares available for Awards under our Stock Incentive Plan and the number of Awards outstanding relative to the number of shares outstanding.

Each LTIP grant is based on the level of the position held and overall market competitiveness.

The Compensation Committee takes into consideration previous grants when it considers new grants of equity Awards.

The Compensation Committee administers the granting of equity Awards in accordance with our Stock Incentive Plan.

In Fiscal 2019 the Compensation Committee considered the advice of GGA and the recommendations issued by leading independent proxy advisors and implemented a performance based long-term incentive award structure to more closely align pay with future performance.

In each of Fiscals 2023 and 2024 performance based long-term equity incentive plan Awards were awarded to the executive officers in the form of PRSUs.

The PRSUs are measured based on the Company’s three-year total stockholder return relative to the Global X Uranium ETF.

The PRSUs are measured based on the Company’s three-year TSR relative to the Global X Uranium ETF.

The PRSUs cliff vest and settle based on the achievement of the performance criteria at the end of 36 months.

The number of PRSUs that may vest at the end of 36 months is contingent on the level of performance achieved and ranges from 0% to 200% of the PRSU target number of units.

Regardless of the relative TSR performance of the Company versus the Global X Uranium ETF TSR, if the Company’s absolute share price is negative between the grant date and the 36 th month share price, the maximum number of PRSUs that can vest is capped at 100%.

The following table summarizes the vesting schedule for outstanding PRSUs.

Regardless of the relative TSR performance of the Company versus the Global X Uranium ETF TSR, if the Company’s absolute TSR is negative between the grant date and the 36 th month share price, the maximum number of PRSUs that can vest is capped at 100%.

In Fiscal 2025, the Compensation Committee requested that GGA complete a stress test and review of the Global X Uranium ETF and relative TSR methodology.

Two areas were identified for potential change as a result of the findings of this review.

The first finding was that as the uranium sector has evolved in the public markets, there are more benchmark indices and peers to evaluate performance against.

Secondly, as we have grown, measuring TSR on a relative basis point methodology results in a volatile performance multiplier that does not necessarily reflect the stockholder experience.

A TSR ranking methodology on the other hand provides more stability tied to the stockholder experience.

As a result of this review, the Compensation Committee amended the Fiscals 2023 and 2024 PRSU grants based on this analysis as described in more detail below.

The Compensation Committee adjusted the multiplier design to address potential volatility that could misalign payouts with stockholder returns and result in excessive rewards or penalties, which was a decision made based on the findings from the PRSU stress test.

The PRSUs granted in Fiscal 2023 and 2024 vest on July 31, 2026 and July 26, 2027, respectively.

The following table summarizes the Fiscals 2023 and 2024 PRSU vesting schedules.

Performance Multiplier

(Compensation Committee to determine, at its discretion, which performance multiplier to apply below)

Performance Criteria

(Basis Points)

Company TSR vs.

Global X Uranium

Company TSR vs.

Global X Uranium

Multiplier if

5 unchanged sentences

Grant date to end

Three-Year Relative Total

Greater than -2,500 bps

Stockholder Return against

Below 33 rd percentile

Relative TSR against

33 rd percentile

Global X Uranium ETF

In Fiscal 2024 the Compensation Committee reviewed the market prevalence of long-term equity incentive plans within the Company’s Peer Group and determined that PRSUs and RSUs were the most appropriate form of long-term equity incentive to grant in Fiscal 2024 due to market practice.

The long-term equity incentive plan awards awarded to our executive officers in Fiscal 2024 are more particularly described below in the “Grants of Plan Based Awards” table.

The following table summarizes the pay mix for our executive officers and illustrates the percentage of fixed versus at-risk pay for Fiscal 2024:

50th percentile

75th percentile and above

In Fiscal 2025, performance based long-term equity incentive plan Awards were awarded to the executive officers in the form of PRSUs.

The PRSUs accrue over 36 months but will not settle until the end of the 36-month period and are contingent on the level of performance achieved.

Each vested PRSU represents the opportunity to receive a share of common stock or its cash equivalent at the discretion of the Compensation Committee.

The PRSUs are measured based on our TSR relative to a Performance Peer Group.

The Performance Peer Group was determined after reviewing the constituents comprising the Sprott Uranium Miners Index and the Global X Uranium ETF as of the grant date.

Our TSR will be ranked against the selected constituents.

The PRSUs are evaluated using relative TSR over three annual periods and one 36-month period.

The measurement periods are weighted as to 15% in each of years one, two and three and 55% over a 36-month period.

The number of PRSUs that may accrue at the end of each annual period and at the end of the 36-month period is contingent on the level of performance achieved over each measurement period and ranges from 0% to 200% of the PRSU target number of weighted units.

The following table summarizes the Fiscal 2025 PRSU vesting schedule.

Measurement Period

Performance Criteria

Company TSR Ranking vs.

Performance Peer Group TSR

Performance Multiplier

over the Measurement Period

Below 33 rd percentile

Relative TSR against

33 rd percentile

Performance Peer Group

50 th percentile

75 th percentile and above

Below 33 rd percentile

Relative TSR against

33 rd percentile

Performance Peer Group

50 th percentile

75 th percentile and above

Below 33 rd percentile

Relative TSR against

33 rd percentile

Performance Peer Group

50 th percentile

75 th percentile and above

Year 1 to Year 3

Below 33 rd percentile

Relative TSR against

33 rd percentile

Performance Peer Group

50 th percentile

75 th percentile and above

Performance Peer Group

Alligator Energy Limited

Deep Yellow Limited

GoviEx Uranium Inc.

Peninsula Energy Limited

ATHA Energy Corp.

Denison Mines Corp.

IsoEnergy Ltd.

Premier American Uranium Inc.

Aura Energy Limited

Elevate Uranium Ltd

Laramide Resources Ltd.

Skyharbour Resources Ltd.

Bannerman Energy Ltd

enCore Energy Corp.

Lotus Resources Limited

Sprott Physical Uranium Trust

Boss Energy Limited

Energy Fuels Inc.

Mega Uranium Ltd.

Sprott Uranium Miners ETF

Cameco Corporation

F3 Uranium Corp.

National Atomic Company Kazatomprom JSC

Ur-Energy Inc.

CanAlaska Uranium Ltd.

Forsys Metals Corp.

NexGen Energy Ltd.

Western Uranium & Vanadium Corp.

CGN Mining Company Limited

Global Atomic Corporation

Paladin Energy Ltd

Yellow Cake PLC

The following table summarizes the payouts earned by NEOs in Fiscal 2025 pursuant to PRSUs granted in Fiscal 2022.

The TSR for our shares of common stock outperformed the Global X Uranium ETF by 1,659 basis points for the applicable performance period (being from July 29, 2022 to July 29, 2025).

During such performance period, the absolute TSR was also positive.

Accordingly, the PRSUs granted in Fiscal 2022 achieved payouts at 166% of target pursuant to the applicable performance period.

Name and Principal Position

Non-Equity Incentive

Plan & Cash Bonus

(STIP & LTIP)

Target Payout

Payout Earned

Amir Adnani, President and Chief Executive Officer

Pat Obara, Secretary, Treasurer and Chief Financial Officer

135,463 shares

Scott Melbye, Executive Vice President

37,196 shares

Pat Obara, Former Secretary, Treasurer and Chief Financial Officer

28,339 shares

Josephine Man, Chief Financial Officer, Treasurer and Secretary

Brent Berg, Senior Vice President, U.S.

In Fiscal 2025 the Compensation Committee reviewed the market prevalence of long-term equity incentive plans within the Peer Group and determined that PRSUs and RSUs were the most appropriate form of long-term equity incentive to grant in Fiscal 2025 due to market practice.

The LTIP Awards awarded to our executive officers in Fiscal 2025 are more particularly described below in the “Grants of Plan Based Awards” table.

The following table summarizes the pay mix for our NEOs in Fiscal 2025 and illustrates the percentage of fixed versus at-risk pay:

Name and Principal Position

Cash Bonus (1)

Incentive Plan

President and Chief Executive Officer

Josephine Man (3)

Chief Financial Officer, Treasurer and Secretary

Executive Vice President

Senior Vice President, U.S.

Pat Obara (4)

Former Secretary, Treasurer and Chief Financial Officer

These amounts represent discretionary bonuses paid in the fiscal year.

These amounts represent RSUs and PRSUs.

This amount represents a one-time sign-on bonus paid to Mr.

Man was appointed as Chief Financial Officer, Treasurer and Secretary of our Company effective October 1, 2024.

On October 1, 2024, Mr.

Obara stepped down as Secretary, Treasurer and Chief Financial Officer and was appointed as Senior Vice President, Administration of our Company effective October 1, 2024.

He ceased to be an executive officer of the Company as of such date.

Other Non-Cash Compensation

The Company provides standard health benefits to its executive officers, including medical, dental and disability insurance.

The Company’s other non-cash compensation is intended to provide a similar level of benefits as those provided by comparable companies within our industry.

We provide standard health benefits to our executive officers, including medical, dental and disability insurance.

Our other non-cash compensation is intended to provide a similar level of benefits as those provided by comparable companies within our industry.

Executive Compensation

Amir Adnani, President and Chief Executive Officer

During Fiscal 2024, Amir Adnani, through a services agreement with Amir Adnani Corp.

(“Adnani Corp.”), a private company over which Mr.

Adnani exercises control, was retained to provide certain services to the Company, and his direct and indirect compensation as an executive officer of the Company is disclosed below in the “Summary Compensation Table”.

The Company’s compensation policy for Mr.

During Fiscal 2025, Amir Adnani provided his services to us pursuant to a services agreement between us and Amir Adnani Corp.

(“ Adnani Corp.

”), a private company over which Mr.

Adnani exercises control.

See “Summary Compensation Table” below for his direct and indirect compensation for Fiscal 2025, including through Adnani Corp.

Our compensation policy for Mr.

Adnani is based on comparisons of other companies’ remunerations made to their Presidents and Chief Executive Officers and the value of Mr.

Adnani’s expertise to the Company.

As shown in the “Director Compensation” table below, Mr.

Adnani does not receive additional compensation in connection with his service as a director of the Company.

Adnani’s expertise.

Adnani does not receive additional compensation in connection with his service as a director.

Scott Melbye, Executive Vice President

Scott Melbye is retained according to an executive services agreement with our Company, and his compensation for serving as an executive officer of the Company is disclosed below in the “Summary Compensation Table”.

The Company’s compensation policy for Mr.

Scott Melbye is retained according to an executive services agreement with us, and his compensation for serving as an executive officer is disclosed below in the “Summary Compensation Table”.

Our compensation policy for Mr.

Melbye is based on comparisons of other companies’ remunerations made to their Executive Vice Presidents and the value of Mr.

Melbye’s expertise to the Company.

Pat Obara, Secretary, Treasurer and Chief Financial Officer

We appointed Pat Obara as our Secretary, Treasurer and Chief Financial Officer of the Company effective on October 29, 2015.

Obara served as our Chief Financial Officer from August 2006 to January 2011 and as our Vice President Administration from January 2011 to October 2015.

Obara is retained according to an employment arrangement with our Company, and his compensation for serving as an executive officer of the Company is disclosed below in the “Summary Compensation Table”.

The Company’s compensation policy for Mr.

Obara is based on comparisons of other companies’ remunerations made to their Chief Financial Officers and the value of Mr.

Obara’s expertise to the Company.

Melbye’s expertise.

Josephine Man, Chief Financial Officer, Treasurer and Secretary

We appointed Josephine Man as our Chief Financial Officer, Treasurer and Secretary effective October 1, 2024.

Man is retained according to an executive services agreement, and her compensation is disclosed below in the “Summary Compensation Table”.

Our compensation policy for Ms.

Man is based on comparisons of other companies’ remunerations made to their Chief Financial Officers and the value of Ms.

Man’s expertise.

Pat Obara, former Secretary, Treasurer and Chief Financial Officer

Pat Obara stepped down as our Secretary, Treasurer and Chief Financial Officer effective October 1, 2024, ceasing to be an executive officer as of such date.

Since such date, he has served as Senior Vice President, Administration.

Obara served as our Secretary, Treasurer and Chief Financial Officer from October 2015 to October 2024, as our Vice President Administration from January 2011 to October 2015 and as our Chief Financial Officer from August 2006 to January 2011.

Obara is retained according to an employment arrangement with our Company, and his compensation is disclosed below in the “Summary Compensation Table”.

Our compensation policy for Mr.

Obara in his role as Chief Financial Officer was based on comparisons of other companies’ remunerations made to their Chief Financial Officers (and subsequently, to officers that have similar responsibilities to Mr.

Obara) and the value of Mr.

Obara’s expertise.

Brent Berg, Senior Vice President, U.S.

Brent Berg is retained according to an executive services agreement with our Company, and his compensation for serving as an executive officer of the Company is disclosed below under “Executive Services Agreements”.

The Company’s compensation policy for Mr.

Brent Berg is retained according to an executive services agreement with our Company, and his compensation for serving as an executive officer is disclosed below in the “Summary Compensation Table”.

Our compensation policy for Mr.

Berg is based on comparisons of other companies’ remunerations made to their Senior Vice Presidents and the value of Mr.

Berg’s expertise to the Company.

Berg’s expertise.

Retirement, Resignation or Termination Plans

Company executive officers with contracts for services have notice requirements which permit pay in lieu of notice.

Each of the Company’s executive services arrangements with Messrs.

Melbye, Obara and Berg and Adnani Corp.

contemplates the case of termination due to various provisions whereby the named executive officers will receive termination payments, as described below under “Executive Services Agreements”.

Our executive officers with contracts for services have notice requirements which permit pay in lieu of notice.

Each of our executive services arrangements with Messrs.

Melbye, Obara and Berg, Adnani Corp.

Man contemplates the case of termination due to various provisions whereby the NEOs will receive termination payments, as described below under “Executive Services Agreements”.

Compensation and Risk

We do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect on us.

We have taken steps to ensure that our executive compensation program does not incentivize risk outside the Company’s risk appetite.

We have taken steps to ensure that our executive compensation program does not incentivize risk outside our risk appetite.

Some of the key ways that we currently manage compensation risk are as follows:

7 unchanged sentences

Clawback Policy

On November 20, 2023, the Board of Directors adopted a Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation (the “Clawback Policy”), with an effective date of November 20, 2023, in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act (“Rule 10D-1”) and Section 811 of the NYSE American Company Guide (collectively, the “Final Clawback Rules”).

The Board has designated the Compensation Committee of the Board as the administrator of the Clawback Policy.

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers, as defined in Rule 10D-1 (“Covered Officers”), of the Company in the event that the Company is required to prepare an accounting restatement in accordance with the Final Clawback Rules.

We adopted a Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation (the “ Clawback Policy ”), with an effective date of November 20, 2023, in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act (“ Rule 10D-1 ”) and Section 811 of the NYSE American Company Guide (collectively, the “ Final Clawback Rules ”).

Our Board has designated the Compensation Committee of our Board as the administrator of the Clawback Policy.

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers, as defined in Rule 10D-1 (each, a “ Covered Officer ”), in the event that we are required to prepare an accounting restatement in accordance with the Final Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, the Company may recoup from the Covered Officers erroneously awarded incentive-based compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.

We have filed our Clawback Policy as Exhibit 97.1 to this Annual Report on Form 10-K.

Under the Clawback Policy, we may recoup from the Covered Officers erroneously awarded incentive-based compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

A copy of our Clawback Policy is included as Exhibit 97.1 to this Annual Report on Form 10-K.

Timing of Stock Awards and Disclosure of Material Nonpublic Information

The Company does not follow a predetermined scheduled for granting stock-based compensation.

Typically, the Board of Directors and the Compensation Committee consider granting stock-based compensation on an annual basis in the last quarter of each fiscal year or for new hires around the hire date and outside of the filing of the Company’s Annual Report on Form 10-K and announcement of the financial results for that fiscal year end.

The granting of Awards under the Company’s Stock Incentive Plan is contingent on the Company’s performance.

The Board of Directors and the Compensation Committee review and approve these Awards.

They ensure that material nonpublic information (“MNPI”) is taken into account when determining the timing and terms of the Awards and, if MNPI is present, the Award will be deferred until such information has been publicly disclosed.

The Company does not time the disclosure of MNPI to influence the value of executive compensation.

All material information is disclosed promptly in accordance with SEC rules and regulations and the Company’s internal policies.

We do not follow a predetermined scheduled for granting stock-based compensation.

Typically, our Board of Directors and the Compensation Committee consider granting stock-based compensation on an annual basis in the last quarter of each fiscal year or for new hires around the hire date and outside of the filing of our financial results.

The granting of Awards under our Stock Incentive Plan is contingent on our performance.

Our Board of Directors and the Compensation Committee review and approve these Awards.

They ensure that material nonpublic information (“ MNPI ”) is taken into account when determining the timing and terms of the Awards and, if MNPI is present, the Awards will be deferred until such information has been publicly disclosed.

We do not time the disclosure of MNPI to influence the value of executive compensation.

All material information is disclosed promptly in accordance with SEC rules and regulations and our internal policies.

Anti-Hedging and Anti-Pledging Policy

4 unchanged sentences

Any violation of our Anti-Hedging and Anti-Pledging Policy will be regarded as a serious offence.

Our Anti-Hedging and Anti-Pledging Policy is available on the Company’s website at www.uraniumenergy.com .

Our Anti-Hedging and Anti-Pledging Policy is available on our website at www.uraniumenergy.com .

Stock Ownership Guidelines

We adopted Stock Ownership Guidelines for our executive officers to further align the interests of our executive officers and stockholders (the “ Stock Ownership Guidelines ”).

The Stock Ownership Guidelines provide that each executive officer should attain a specified level of ownership of shares of the Company’s common stock equal to a multiple of their base compensation within five years of the executive officer’s first appointment to their role.

The Stock Ownership Guidelines provide that each executive officer should attain a specified level of ownership of shares of our common stock equal to a multiple of their base compensation within five years of the executive officer’s first appointment to their role.

The stock ownership requirement is three times (3x) base compensation for our President and Chief Executive Officer and one times (1x) base compensation for our other executive officers.

Our Stock Ownership Guidelines are available on the Company’s website at www.uraniumenergy.com .

Our Stock Ownership Guidelines are available on our website at www.uraniumenergy.com .

The following table sets forth the total stock ownership and value thereof for each of our executive officers as of September 23, 2025.

3 unchanged sentences

Stock Ownership

Ownership Requirement

President and Chief Executive Officer

Secretary, Treasurer and Chief Financial Officer

Josephine Man

Chief Financial Officer, Treasurer and Secretary

Executive Vice President

2 unchanged sentences

Berg was appointed as an executive officer of the Company on March 21, 2024 and has until March 21, 2029 to meet his stock ownership guidelines.

As of July 31, 2024, and the filing date of this Annual Report, each of our directors and executive officers are in compliance with the Stock Ownership Guidelines.

As of July 31, 2025, and the filing date of this Annual Report, each of our executive officers are in compliance with the Stock Ownership Guidelines.

Consideration of Most Recent Shareholder Advisory Vote on Executive Compensation

As required by Section 14A of the Exchange Act, at our 2024 annual meeting of stockholders our stockholders voted, in an advisory manner, on a proposal to approve our named executive officer compensation.

This was our most recent stockholder advisory vote to approve named executive officer compensation.

The proposal was approved by our stockholders, receiving approximately 97% of the vote of the stockholders present in person or represented by proxy and voting at the meeting.

We considered this vote to be a ratification of our current executive compensation policies and decisions and, therefore, did not make any significant changes to our executive compensation policies and decisions based on the vote.

At our 2025 annual meeting of stockholders, we held an advisory vote on the compensation of our Named Executive Officers.

The proposal received strong support, with approximately 95% of votes cast in favor.

We viewed this level of support as general shareholder endorsement of our executive compensation philosophy and performance-based structure.

As such, we did not implement any significant changes to our executive compensation program based on this advisory vote.

Compensation Committee Interlocks and Insider Participation

6 unchanged sentences

The Compensation Committee has reviewed and discussed the foregoing compensation discussion and analysis with Company management.

Based on that review and those discussions, the Compensation Committee recommended to the Board of Directors that the compensation discussion and analysis be included in this Annual Report.

Based on that review and those discussions, the Compensation Committee recommended to our Board of Directors that the compensation discussion and analysis be included in this Annual Report.

This report is provided by our independent directors, Vincent Della Volpe, David Kong and Gloria Ballesta, who comprise our Compensation Committee.

Summary Compensation Table

The following table sets forth the compensation paid to our Chief Executive Officer, Chief Financial Officer and those executive officers that earned in excess of $100,000 during the fiscal years ended July 31, 2024, 2023 and 2022 (each, a “Named Executive Officer”):

Principal Position

Option Awards (3)

Non-Equity Incentive Plan

The following table sets forth the compensation paid to our Named Executive Officers during each of the fiscal years ended July 31, 2025, 2024 and 2023:

Incentive Plan

Compensation (3)

Non-Qualified Deferred

Compensation Earnings

All Other Compensation

Non-Qualified

President and

Chief Executive Officer

Pat Obara (8)

Secretary, Treasurer and

Chief Financial Officer

Executive Vice President

Chief Executive

Josephine Man (7)

Chief Financial

Officer, Treasurer

and Secretary

Vice President

Brent Berg (8)

Senior Vice President,

President, U.S.

Pat Obara (10)

Treasurer and

Chief Financial

These amounts represent fees paid by us to our Named Executive Officers during the year pursuant to various executive services agreements, between us and the Named Executive Officers, which are more particularly described below.

These amounts represent the aggregate grant date fair value of RSUs and PRSUs for the fiscal years noted.

For Fiscal 2024, the grant date fair value of each RSU is $5.49 per share based on the most recent closing price of our common stock as of the grant date of July 26, 2024, and the grant date fair value of each PRSU is $5.406646 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

For Fiscal 2025, the grant date fair value of each RSU is $6.21 and $8.68 per share based on the most recent closing price of our common stock as of the grant dates of October 1, 2024 and July 31, 2025, respectively, and the grant date fair value of each PRSU granted on July 31, 2025 is $3.22 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

4 unchanged sentences

expected life in years:

and correlation:

and average correlation:

For Fiscal 2024, the grant date fair value of each RSU is $5.49 per share based on the most recent closing price of our common stock as of the grant date of July 26, 2024, and the grant date fair value of each PRSU is $5.41 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

14 unchanged sentences

and correlation:

These amounts represent cash awards under our STIP.

The payments for the fiscal years noted were made after our year-end results were evaluated in August 2025, 2024 and 2023, respectively.

These amounts represent discretionary bonuses paid in the fiscal year noted.

These amounts represent the aggregate grant date fair value of PSOs which was estimated using the Black-Scholes option pricing model.

6 unchanged sentences

and Black-Scholes value:

These amounts represent cash awards under our STIP.

The payments for the fiscal years noted were made after our year-end results were evaluated in August 2024, 2023 and 2022, respectively.

These amounts represent discretionary bonuses paid in the fiscal year noted.

These amounts represent the grant date fair value of the stock options which was estimated using the Black-Scholes option pricing model.

The following assumptions were used to value the stock options granted on October 1, 2024:

exercise price:

expected risk free interest rate:

expected annual volatility:

expected life in years:

expected annual dividend yield:

and Black-Scholes value:

Man was appointed as Chief Financial Officer, Treasurer and Secretary of our Company effective October 1, 2024.

Berg was appointed as Senior Vice President, U.S.

Operations, of our Company effective on March 21, 2024.

Operations of our Company effective March 21, 2024.

This amount represents a one-time sign-on bonus paid to Mr.

For each of Fiscals 2023 and 2022, the Company paid Mr.

Obara in Canadian currency.

For the purpose of reporting the base compensation paid to Mr.

Obara, the compensation was converted from Canadian currency to U.S.

currency at the Bank of Canada rate for the years ended July 31 st .

On October 1, 2024, Mr.

Obara stepped down as Secretary, Treasurer and Chief Financial Officer and was appointed as Senior Vice President, Administration of our Company effective October 1, 2024.

He ceased to be an executive officer of the Company as of such date.

This compensation reflects all amounts paid, both directly and indirectly through Adnani Corp.

Grants of Plan Based Awards

4 unchanged sentences

Equity Incentive Plan Awards

Number of Securities

August 1, 2024

President and Chief

President and

July 31, 2025

Executive Officer

Josephine Man (7)

October 1, 2024

Chief Financial

October 1, 2024

Officer, Treasurer

October 1, 2024

and Secretary

July 31, 2025

August 1, 2024

Secretary, Treasurer and

Executive Vice

July 31, 2025

Chief Financial Officer

July 31, 2025

1 unchanged sentence

July 31, 2025

Vice President

July 26, 2024

Brent Berg (5)

President, U.S.

July 31, 2025

Senior Vice President,

Pat Obara (8)

Former Secretary,

July 31, 2025

STIP – refers to awards under the Short-Term Incentive Plan.

Treasurer and

Chief Financial

STIP – refers to awards under our STIP.

RSU – refers to restricted stock units granted under our Stock Incentive Plan.

PRSU – refers to performance based restricted stock units granted under our Stock Incentive Plan.

Option – refers to stock options granted under our Stock Incentive Plan.

These figures represent possible payouts pursuant to the STIP for Fiscal 2025.

The grant date fair value of each RSU is $8.68 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2025.

The grant date fair value of each PRSU is $5.406646 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200%, of the number of PRSUs.

The grant date fair value of each PRSU granted on July 31, 2025 is $3.22 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

4 unchanged sentences

expected life in years:

and correlation:

Berg was appointed as Senior Vice President, U.S.

Operations, of our Company effective on March 21, 2024.

and average correlation:

These amounts represent the grant date fair value of the stock options which was estimated using the Black-Scholes option pricing model.

The following assumptions were used to value the stock options granted on October 1, 2024:

exercise price:

expected risk free interest rate:

expected annual volatility:

expected life in years:

expected annual dividend yield:

and Black-Scholes value:

The grant date fair value of each RSU is $6.21 per share based on the most recent closing price of our common stock as of the grant date of October 1, 2024.

Man was appointed as Chief Financial Officer, Treasurer and Secretary of our Company effective October 1, 2024.

On October 1, 2024, Mr.

Obara stepped down as Secretary, Treasurer and Chief Financial Officer and was appointed as Senior Vice President, Administration of our Company effective October 1, 2024.

He ceased to be an executive officer of the Company as of such date.

Outstanding Equity Awards

1 unchanged sentence

Option Awards

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

Number of Unearned Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested

Unexercisable

Option Expiration

Units of Stock

That Have Not

Market Value of

Shares or Units of

Stock That Have

Incentive Plan

Units of Stock

That Have Not

Incentive Plan

Payout Value of

Shares or Units

of Stock That

July 31, 2023

July 31, 2033

President and

July 31, 2023

Chief Executive

July 26, 2024

7 unchanged sentences

July 21, 2031

Treasurer and

Chief Financial

July 29, 2022

July 29, 2032

Chief Financial

Officer, Treasurer

July 31, 2023

July 31, 2033

and Secretary

October 1, 2024

October 1, 2034

October 1, 2024

July 31, 2025

6 unchanged sentences

July 16, 2030

Executive Vice

July 31, 2023

6 unchanged sentences

July 31, 2025

March 21, 2024

March 21, 2034

July 26, 2024

2 unchanged sentences

July 31, 2025

Brent Berg (7)

March 21, 2024

March 21, 2034

Pat Obara (11)

July 30, 2019

President, U.S.

July 30, 2029

July 16, 2020

July 16, 2030

July 16, 2020

July 16, 2030

Treasurer and

July 31, 2023

July 31, 2033

July 31, 2023

July 26, 2024

July 31, 2025

July 31, 2023

July 26, 2024

Option – refers to stock options granted under our Stock Incentive Plan.

9 unchanged sentences

The PRSUs granted on July 26, 2024 cliff vest on July 26, 2027 depending on a three-year relative TSR performance.

The PRSUs granted on July 31, 2025 accrue as to 15% on each of July 31, 2026, 2027 and 2028 depending on one-year relative TSR performance and 55% on July 31, 2028 depending on three-year relative TSR performance.

The PRSUs accrue annually and settle after 36 months.

The grant date fair value of each PRSU granted on July 31, 2023 is $3.35 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

21 unchanged sentences

expected life in years:

and correlation:

Indirectly held by the Named Executive Officer.

Berg was appointed as Senior Vice President, U.S.

Operations, of our Company effective on March 21, 2024.

Stock options granted on July 30, 2019 and July 16, 2020 vest as to one-eighth on each day which is three and six months, respectively, from the date of grant and one-quarter on each day which is 12, 18 and 24 months, respectively, from the date of grant.

and average correlation:

PSOs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026.

Indirectly held by the Named Executive Officer.

Stock options granted on July 30, 2019, July 16, 2020, July 21, 2021, July 29, 2022, July 31, 2023, March 21, 2024 and October 1, 2024 vest as to one-eighth on each day which is three and six months, respectively, from the date of grant and one-quarter on each day which is 12, 18 and 24 months, respectively, from the date of grant.

PSOs granted on July 16, 2020 vest in substantially equal installments on each of July 16, 2021, 2022 and 2023.

Man was appointed as Chief Financial Officer, Treasurer and Secretary of our Company effective October 1, 2024.

On October 1, 2024, Mr.

Obara stepped down as Secretary, Treasurer and Chief Financial Officer and was appointed as Senior Vice President, Administration of our Company effective October 1, 2024.

He ceased to be an executive officer of the Company as of such date.

Option Exercises and Stock Vested

7 unchanged sentences

Acquired on Vesting

Value Realized

on Vesting (2) ($)

Value Realized on

Vesting (1) ($)

Amir Adnani, President and Chief Executive Officer

Pat Obara, Secretary, Treasurer and Chief Financial Officer

Josephine Man, Chief Financial Officer, Treasurer and Secretary

Scott Melbye, Executive Vice President

Brent Berg, Senior Vice President, U.S.

This amount represents the difference between the closing price of our common stock on the date of exercise and the exercise price of the stock option.

Pat Obara, Former Secretary, Treasurer and Chief Financial Officer

These amounts represent the number of RSUs and PRSUs vested multiplied by the closing price of our common stock on each of the vesting dates.

No Pension Benefits

The Company does not maintain any plan that provides for payments or other benefits to its executive officers at, following or in connection with their retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans.

We do not maintain any plan that provides for payments or other benefits to our executive officers at, following or in connection with their retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans.

No Nonqualified Deferred Compensation

The Company does not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

We do not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

Director Compensation

8 unchanged sentences

Spencer Abraham

Vincent Della Volpe

Gloria Ballesta

Vincent Della Volpe

Information for Mr.

22 unchanged sentences

148,555 stock options.

Spencer Abraham has served as Chairman (non-executive) of our Board of Directors since March 2, 2017.

Abraham served as Executive Chairman from October 14, 2015 to March 2, 2017, and as Chairman of our Advisory Board from December 2012 to October 2015.

Abraham became an independent director in May of 2024.

In connection with his services as a director, Mr.

Abraham received directors’ fees of $14,166.67 per month.

The compensation paid to Mr.

Abraham is more particularly described below under “Director Services Agreement”.

Amir Adnani serves as the Company’s Chief Executive Officer, President and a director.

Amir Adnani serves as our Chief Executive Officer, President and director.

Within his capacity as President and Chief Executive Officer, and through an executive services agreement with a private company, Adnani Corp., controlled by Mr.

Adnani, he provides various consulting services to the Company.

Adnani does not receive additional compensation in connection with his service as a director of the Company.

Adnani’s direct and indirect compensation as an executive officer of the Company is disclosed above in the “Summary Compensation Table”.

In Fiscal 2024 Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty served as independent directors of the Company.

Kong serves as Chairperson of the Company’s Audit Committee.

Della Volpe serves as Chairperson of the Company’s Compensation Committee.

Effective July 16, 2024, Ms.

Ballesta succeeded Mr.

Della Volpe as Chairperson of the Company’s Corporate Governance and Nominating Committee, and Ms.

Canty succeeded Mr.

Kong as Chairperson of the Company’s Sustainability Committee.

Adnani, he provides various consulting services.

Adnani does not receive additional compensation in connection with his service as a director.

Adnani’s direct and indirect compensation as an executive officer is disclosed above in the “Summary Compensation Table”.

In Fiscal 2025, Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty served as independent directors.

Abraham serves as our Chairman (non-executive).

Kong serves as Chairperson of our Audit Committee.

Della Volpe serves as Chairperson of our Compensation Committee.

Ballesta serves as Chairperson of our Corporate Governance and Nominating Committee.

Canty serves as Chairperson of our Sustainability Committee.

The following table sets forth the annual retainer fees paid to our non-executive directors in Fiscal 2025 and thereafter.

8 unchanged sentences

Committee Members other than Audit including the Chairperson (1)

Committee member retainers applicable to the Compensation Committee, the Corporate Governance and Nominating Committee and the Sustainability Committee.

Committee member retainers are applicable to the Compensation Committee, the Corporate Governance and Nominating Committee and the Sustainability Committee.

Each Committee Chairperson also receives the base Committee member retainer.

1 unchanged sentence

The value and form of equity compensation granted is based on the experience of the director, time spent on Company matters and a comparison of the compensation paid to directors of other companies in the industry.

Standard retainer amounts paid to non-executive directors, as well as any equity compensation, is determined by the Company’s Compensation Committee and ratified by the Board of Directors.

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 , and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Amir Adnani, our President and Chief Executive Officer (“CEO”;

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Amir Adnani, our President and Chief Executive Officer (“ CEO ”;

and the “ CEO Pay Ratio ”).

For Fiscal 2025, our last completed fiscal year:

the median of the annual total compensation of all employees of our Company (other than our CEO), including incentive based compensation, was $81,440;

the median of the annual total compensation of all employees of our Company (other than our CEO) was $68,387;

the annual total compensation of our CEO, including incentive based compensation, as reported in the “Summary Compensation Table” above, was $6,356,248.

4 unchanged sentences

Given our CEO’s level of responsibility, experience and potential, the Compensation Committee awards the CEO a mix of compensation with a higher variable component (i.e., annual bonus, RSUs and PRSUs) that is based upon individual performance.

As a result, a substantial percentage of our CEO’s total compensation is at risk every year, providing our CEO with greater incentive to increase shareholder value and improve corporate performance over the long term.

As a result, a substantial percentage of our CEO’s total compensation is at risk every year, providing our CEO with greater incentive to increase stockholder value and improve corporate performance over the long term.

To identify the median of the annual total compensation of all our employees, we took the following steps:

we selected July 31, 2025 as the date upon which we would identify the median employee to allow sufficient time to identify the median employee given the global scope of our operations;

we determined that, as of July 31, 2024, our employee population consisted of approximately 93 individuals, excluding our CEO, working for us and our consolidated subsidiaries, with approximately 69% of these individuals located in the U.S., 27% in Canada and 4% in Paraguay.

we determined that, as of July 31, 2025, our employee population consisted of approximately 170 individuals, excluding our CEO, working for us and our consolidated subsidiaries, with approximately 76% of these individuals located in the United States, 16% in Canada and 8% in Paraguay.

This population consisted of our full-time employees.

29 unchanged sentences

was increased to $36,666 and $38,500, respectively.

Effective on August 1, 2022 and again effective on August 1, 2023, respectively, the monthly fee payable to Adnani Corp.

Effective on August 1, 2022 and again effective on August 1, 2023, the monthly fee payable to Adnani Corp.

was increased to $39,833 and $47,916.67, respectively.

Effective on August 1, 2024, the monthly fee has now been increased to $55,000.

Effective on August 1, 2024 and again effective on August 1, 2025, the monthly fee payable to Adnani Corp.

was increased to $55,000 and $62,500, respectively.

If the Company elects to not renew the Adnani Agreement, and provided that Adnani Corp.

19 unchanged sentences

(iv) the Adnani Benefits Extension;

and (iv) the Adnani LTIP Vesting.

and (v) the Adnani LTIP Vesting.

If Adnani Corp.

23 unchanged sentences

Melbye was increased to $21,875 and $24,166.67, respectively.

Effective on August 1, 2024, the monthly fee has now been increased to $27,916.67.

Effective on August 1, 2024 and again effective on August 1, 2025, the monthly fee payable to Mr.

Melbye was increased to $27,916.67 and $30,416.67, respectively.

If the Company elects to not renew the Melbye Agreement, and provided that Mr.

46 unchanged sentences

Melbye’s then issued and outstanding stock-based equity Awards in and to the Company that have vested as at the effective termination date shall continue to be exercisable for a period of one year from the effective termination date.

Man Executive Employment Services Agreement

We appointed Josephine Man as our Chief Financial Officer, Treasurer and Secretary effective October 1, 2024.

The terms of Ms.

Man’s employment agreement are described below.

On October 1, 2024, our Board of Directors approved the entering into of an executive employment services agreement with Josephine Man, with an initial term commencing on October 1, 2024 and expiring on October 1, 2026 (the “ Man Agreement ”).

The Man Agreement is subject to automatic renewal on a 90-day to 90-day renewal basis unless either the Company or Ms.

Man provides written notice not to renew the Man Agreement no later than 90 days prior to the end of the then current or renewal term.

Pursuant to the terms and provisions of the Man Agreement:

Man provides various employment services to the Company which are inclusive of her duties and responsibilities commensurate with her position as our Company’s Chief Financial Officer, Treasurer and Secretary;

Man is entitled to:

(a) a gross monthly salary of $16,666.67 (the “ Man Monthly Fee ”) representing $200,000 on a yearly basis (the “ Man Annual Fee ”);

(b) a yearly cash bonus (each, a “ Man Bonus ”) of up to 50% of the then Man Annual Fee based upon certain performance goals to be determined from year to year;

(c) a STIP payment (each, a “ Man STIP Bonus ”) from 0% to up to 50% of the then Man Annual Fee based upon certain factors to be determined by our Board and Compensation Committee from time to time;

(d) an initial vesting incentive stock option to purchase up to an aggregate of $100,000 in shares of common stock of the Company and vesting over a period of 24 months from the date of grant (which has now been awarded);

(e) an initial vesting restricted stock unit award (the “ Man RSU ”) to acquire up to an aggregate of $100,000 in gross value RSUs of the Company and vesting equally over a period of three years from the date of grant (which has now been awarded);

(f) a LTIP payment (each, a “ Man LTIP Bonus ”) from 0% to up to 50% of the then Man Annual Fee based upon certain factors to be determined by our Board and the Compensation Committee from time to time;

(g) participation in all Company employee benefit and health insurance plans (each, a “ Man Benefit ”) at the Company’s cost;

and (h) four weeks of accrued vacation per calendar year (the “ Man Vacation ”).

Effective on August 1, 2025, the Man Monthly Fee was increased to $23,750.

If the Company elects to not renew the Man Agreement, and provided that Ms.

Man is in compliance with the relevant terms and conditions of the Man Agreement, the Company shall be obligated to provide a termination package to Ms.

Man as follows:

(i) a cash payment equating to any outstanding Man Monthly Fee, Man Vacation, Man Bonus, Man STIP Bonus and Man LTIP Bonus entitlements (if any and calculated pro rata up to the effective termination date) earned by Ms.

Man to the effective termination date (collectively, the “ Man Outstanding Amounts ”);

(ii) a cash payment equal to any Man Monthly Fee that would be due and owing to the end of, respectively, the then term or renewal period of the Man Agreement (the “ Man Termination Amount ”);

(iii) confirmation that all of Ms.

Man’s then Benefits coverage would be extended for a period ending three months from the effective termination date (the “ Man Benefits Extension ”);

and (iv) subject to the applicable provisions of the Man Agreement and the Company’s then Stock Incentive Plan, Ms.

Man shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of three months from the effective date of termination (the “ Man Initial Options Extension ”).

If the Company elects to terminate the Man Agreement without just cause (as defined therein), or if Ms.

Man terminates the Man Agreement for just cause or for good reason as a result of a change of control (each as also defined therein), and provided that Ms.

Man is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a termination package to Ms.

Man as follows:

(i) a cash payment equal to all Man Outstanding Amounts to the effective termination date;

(ii) a cash payment equal to the Man Termination Amount to the effective date of termination;

(iii) confirmation of the Man Benefits Extension;

and (iv) subject to the applicable provisions of the Man Agreement and the Company’s then Stock Incentive Plan, Ms.

Man shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of one year from the effective date of termination.

Man elects to terminate the Man Agreement, except for just cause, and provided that Ms.

Man is in compliance with the relevant terms and conditions of the Man Agreement, or if the Company elects to terminate the Man Agreement for just cause, then the Company shall only be obligated to provide Ms.

Man a cash payment equal to all Man Outstanding Amounts to the effective termination date.

The Man Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Ms.

Man, in which case the Company shall be obligated to provide a termination package to Ms.

Man’s estate as the case may be, as follows, provided that Ms.

Man is or was in compliance with the relevant terms and conditions of the Man Agreement:

(i) a cash payment equal to all Man Outstanding Amounts to the effective termination date;

(ii) if disabled only, confirmation of the Man Benefits Extension;

and (iii) subject to the applicable provisions of the Man Agreement and the Company’s Stock Incentive Plan, Ms.

Man’s estate as the case may be, shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of one year from the effective termination date.

Obara Employment Arrangement

Obara stepped down as our Secretary, Treasurer and Chief Financial Officer on October 1, 2024, and currently serves as our Senior Vice President, Administration of our Company.

The terms of Mr.

Obara’s employment arrangement are described below.

In Fiscal 2016 we effected an employment arrangement with Mr.

2 unchanged sentences

Pursuant to the terms of the Obara Employment Arrangement:

Obara provides various employment services to the Company which are inclusive of his duties and responsibilities as our Secretary, Treasurer and Chief Financial Officer;

Obara provides various employment services to the Company;

Obara is entitled to receive a monthly employment salary;

24 unchanged sentences

(b) a yearly cash bonus (each, a “ Bonus ”) of up to 50% of his then Annual Salary based upon certain performance goals to be determined from year to year;

(c) a short-term incentive payment (each, a “STIP Bonus”) from 0% to up to 50% of his then Annual Salary based upon certain factors to be determined by the Board and the Compensation Committee from time to time;

(d) an initial incentive stock option to purchase up to an aggregate of $160,000 in common shares of the Company (which has been awarded);

(e) a long-term incentive payment (each, an “LTIP Bonus”) from 0% to up to 50% of his then Annual Salary based upon certain factors to be determined by the Board and the Compensation Committee from time to time;

(c) a short-term incentive payment (each, a “ STIP Bonus ”) from 0% to up to 50% of his then Annual Salary based upon certain factors to be determined by our Board and the Compensation Committee from time to time;

(d) an initial incentive stock option to purchase up to an aggregate of $160,000 in shares of common stock of the Company (which has been awarded);

(e) a long-term incentive payment (each, an “ LTIP Bonus ”) from 0% to up to 50% of his then Annual Salary based upon certain factors to be determined by our Board and the Compensation Committee from time to time;

(f) participation in all Company employee benefit and health insurance plans (each, a “ Benefit ”) at the Company’s cost;

and (g) five weeks of accrued vacation per calendar year (the “ Vacation ”).

Effective on August 1, 2025, the Monthly Salary was increased to $28,500.

If the Company elects to not renew the Berg Agreement, and provided that Mr.

28 unchanged sentences

(ii) if disabled only, confirmation of the Benefits Extension;

and (iii) subject to the applicable provisions of the Berg Agreement and the Company’s Stock Incentive Plan, and the rules of any then regulatory authority and stock exchange having jurisdiction over the Company, Mr.

and (iii) subject to the applicable provisions of the Berg Agreement and the Company’s then Stock Incentive Plan, and the rules of any then regulatory authority and stock exchange having jurisdiction over the Company, Mr.

Berg’s estate as the case may be, shall be entitled to then exercise any unexercised and the fully vested portion of any stock options for a period of one year from the effective termination date.

Director Services Agreement

Abraham Agreement

On October 14, 2015, our Board of Directors approved the entering into of an appointment letter with Spencer Abraham dated for reference effective as at October 1, 2015 (the "Abraham Agreement").

Pursuant to the Abraham Agreement, Mr.

Abraham agreed to provide various services to the Company.

In Fiscal 2024, Mr.

Abraham was compensated at a rate of $14,166.67 per month for his services as a director of our Company.

All fees payable by the Company to Mr.

Abraham are considered directors' fees.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

1 unchanged sentence

each person who is known by us to beneficially own more than 5% of our shares of common stock;

each Named Executive Officer, each director and all of our directors and executive officers as a group.

each Named Executive Officer;

each director;

all of our directors and executive officers as a group.

The number of shares beneficially owned and the related percentages are based on 464,704,265 shares of common stock outstanding as of September 23, 2025.

5 unchanged sentences

Beneficial Ownership

Directors and Executive Officers:

1188 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 4A2

Directors and Named Executive Officers:

5,458,824 (2)

Spencer Abraham

500 North Shoreline Boulevard, Suite 800N

Corpus Christi, Texas, U.S.A., 78401

1188 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 4A2

Vincent Della Volpe

500 North Shoreline Boulevard, Suite 800N

Corpus Christi, Texas, U.S.A., 78401

500 North Shoreline Boulevard, Suite 800N

Corpus Christi, Texas, U.S.A., 78401

Gloria Ballesta

1188 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 4A2

1188 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 4A2

1,529,576 (8)

500 North Shoreline Boulevard, Suite 800N

Corpus Christi, Texas, U.S.A., 78401

Josephine Man

1,288,811 (11)

500 North Shoreline Boulevard, Suite 800N

Corpus Christi, Texas, U.S.A., 78401

All directors and executive officers as a group

9,196,984 (12)

Name and Address of Beneficial Owner (1)

Amount and Nature of

Beneficial Ownership (1)

Percentage of

Beneficial Ownership

More than 5% Stockholders :

5% Stockholders :

Rowe Price Associates, Inc.

1307 Point Street

Baltimore, MD, U.S.A., 21231

56,674,925 (13)

BlackRock, Inc.

6 unchanged sentences

23,742,499 (15)

MMCAP International Inc.

MM Asset Management Inc.

c/o Mourant Governance Services (Cayman) Limited

94 Solaris Avenue

Camana Bay, P.O.

Grand Cayman, KY1-1108, Cayman Islands

26,529,712 (14)

State Street Corporation

2 unchanged sentences

23,461,520 (16)

The Vanguard Group, Inc.

100 Vanguard Blvd.

Malvern, PA, U.S.A., 19355

22,222,813 (16)

Less than one percent.

6 unchanged sentences

As a result, the percentage of outstanding shares of common stock of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date hereof.

As of September 26, 2024, there were 411,406,494 shares of common stock of the Company issued and outstanding.

As of September 23, 2025, there were 464,704,265 shares of our common stock issued and outstanding.

This figure represents (i) 5,379,214 shares of our common stock held directly or indirectly by Mr.

12 unchanged sentences

This figure represents (i) 1,041,536 shares of our common stock held directly by Mr.

Obara and (ii) stock options to purchase 430,297 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 988,031 shares of our common stock held directly by Mr.

Melbye and (ii) stock options to purchase 488,040 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

1 unchanged sentence

Berg and (ii) stock options to purchase 26,878 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 8,195,788 shares of our common stock and (ii) stock options to purchase 1,714,977 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 38,827 shares of our common stock held directly by Ms.

Man (ii) stock options to purchase 93,648 shares of our common stock, which have vested or will vest within 60 days of the date hereof and (iii) 5,368 shares of our common stock issuable pursuant to restricted stock units that will vest within 60 days of the date hereof.

On October 1, 2024, Mr.

Obara stepped down as Secretary, Treasurer and Chief Financial Officer of our Company and was succeeded by Josephine Man as Chief Financial Officer, Treasurer and Secretary, and was appointed as Senior Vice President, Administration of our Company.

He ceased to be an executive officer of our Company as of such date.

This figure represents (i) 853,217 shares of our common stock held directly by Mr.

Obara and (ii) stock options to purchase 435,594 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 7,679,995 shares of our common stock (ii) stock options to purchase 1,511,621 shares of our common stock, which have vested or will vest within 60 days of the date hereof and (iii) 5,368 shares of our common stock issuable pursuant to restricted stock units that will vest within 60 days of the date hereof.

This information is based on a Schedule 13G filed with the SEC by T.

Rowe Price Associates, Inc.

on September 8, 2025.

This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc.

on January 26, 2024.

This information is based on a Schedule 13G filed with the SEC by Global X Management Company LLC on February 14, 2024.

This figure represents (i) 25,753,822 shares of our common stock and (ii) stock purchase warrants to purchase 775,890 shares of our common stock.

This information is based on a Schedule 13G/A filed with the SEC jointly by MMCAP International Inc.

SPC and MM Asset Management Inc.

on February 13, 2024, which both having shared voting and dispositive power over such shares and warrants.

MM Asset Management Inc.’s address is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, Ontario, Canada, M5J 2S1.

This information is based on a Schedule 13G/A filed with the SEC by State Street Corporation on January 25, 2024.

This information is based on a Schedule 13G/A filed with the SEC by The Vanguard Group, Inc.

on February 13, 2024.

This information is based on a Schedule 13G/A filed with the SEC by Global X Management Company LLC on August 14, 2025.

This information is based on a Schedule 13G filed with the SEC by State Street Corporation on August 12, 2025.

Changes in Control

2 unchanged sentences

Related Party Transactions

Except as described in this Annual Report, the Company was not involved in any transactions during Fiscal 2024, and is not involved in any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000 in which a related person had or will have a direct or indirect material interest.

Except as described in this Annual Report, the Company was not involved in any transactions since the beginning of Fiscal 2025, and is not involved in any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000 in which a related person had or will have a direct or indirect material interest.

During Fiscal 2025 and Fiscal 2024, the Company incurred $28,509 and $28,384, respectively, in G&A costs paid to Blender Media Inc.

8 unchanged sentences

As of July 31, 2025, the amount owing to Blender totaled $108 (July 31, 2024:

The amount was unsecured, non-interest bearing and due on demand.

Our Audit Committee is charged with reviewing and approving all related party transactions and reviewing and making recommendations to the Board of Directors, or approving any contracts or other transactions with any of our current or former executive officers.

The Charter of the Audit Committee sets forth the Company’s written policy for the review of related party transactions.

Our Audit Committee is charged with reviewing and approving all related party transactions and reviewing and making recommendations to our Board of Directors, or approving any contracts or other transactions with any of our current or former executive officers.

The Charter of the Audit Committee sets forth our written policy for the review of related party transactions.

Director Independence

The Board of Directors has determined that Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty each qualify as independent directors under the listing standards of the NYSE American.

Spencer Abraham became an independent director in May of 2024.

Our Board of Directors has determined that Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty each qualify as independent directors under the listing standards of the NYSE American.

Principal Accounting Fees and Services

17 unchanged sentences

Description of Exhibit

Merger Agreement & Plan of Merger between Uranium Energy Corp.

and Concentric Energy Corp.

dated May 5, 2011, including the Concentric Disclosure Schedule pursuant thereto (15)

Amendment to Merger Agreement & Plan of Merger between Uranium Energy Corp.

and Concentric Energy Corp.

dated July 5, 2011.

Share Purchase Agreement between Pacific Road Capital A Pty Ltd., Pacific Road Capital B Pty Ltd., Pacific Road Holdings S.

à .r.l and Uranium Energy Corp., dated May 9, 2017 (43)

Amending Agreement between Uranium Energy Corp., Bayswater Holdings Inc., Pacific Road Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd., Pacific Road Resources Reno Creek Cayco 4 Ltd.

and Reno Creek Unit Trust, dated August 7, 2017 (44)

Purchase Agreement between Uranerz Energy Corporation and Uranium Energy Corp., dated November 1, 2017 (47)

Share Purchase Agreement between Uranium One Investments Inc.

and Uranium Energy Corp., dated November 8, 2021 (60)

Stock Purchase Agreement by and between Rio Tinto America Inc.

and UEC Sweetwater Corp., dated September 20, 2024) (83)

Articles of Incorporation, as amended (1)

1 unchanged sentence

Bylaws, as amended (4)

Form of Indenture (27)

Form of Indenture (40)

Description of Registrant’s Securities

Warrant Indenture between UEX Corporation and Computershare Trust Company of Canada, dated December 2, 2020 (75)( ‡ )

Warrant Indenture between UEX Corporation and Computershare Trust Company of Canada, dated September 7, 2021 (75)( ‡ )

First Supplemental Indenture between UEX Corporation, Uranium Energy Corp.

and Computershare Trust Company of Canada, dated May 5, 2023, to the Warrant Indenture dated December 2, 2020 (75)(‡)

First Supplemental Indenture between UEX Corporation, Uranium Energy Corp.

and Computershare Trust Company of Canada, dated May 5, 2023, to the Warrant Indenture dated September 7, 2021 (75)(‡)

Letter Agreement between La Merced del Pueblo de Cebolleta and Neutron Energy, Inc.

Limited Liability Company Members’ Agreement of Cibola Resources LLC between Neutron Energy, Inc.

and Uranium Energy Corp.

Limited Liability Company Operating Agreement of Cibola Resources LLC between Neutron Energy, Inc.

and Uranium Energy Corp.

Consulting Services Agreement between Uranium Energy Corp.

and Obara Builders Ltd.

Agreement to Purchase Assets between the Uranium Energy Corp.

and Melvin O.

Option and Joint Venture Letter Agreement between Uran Limited and the Company dated January 14, 2009 (6)

Variation Agreement between Uran Limited and the Company dated May 28, 2009 (7)

Mineral Property Option and Joint Venture Agreement between the Company and Strategic Resources Inc.

Further Amended and Restated Executive Services Agreement with Amir Adnani Corp.

dated July 23, 2009 (9)

Further Amended and Restated Executive Services Agreement with Harry L.

Anthony dated July 23, 2009 (9)

2009 Stock Incentive Plan (10)

Uranium Mining Lease dated October 6, 2004 (11)

Uranium Mining Lease dated August 24, 2005 (11)

Uranium Mining Lease dated October 6, 2004 (11)

Uranium Mining Lease dated December 19, 2005 (11)

Uranium Mining Lease dated April 9, 2007 (11)

Plant Site Surface Lease dated May 30, 2007 (30)

Uranium Mining Lease dated September 1, 2005 (30)

Uranium Mining Lease dated January 14, 2005 (30)

Uranium Mining Lease dated March 24, 2005 (30)

Uranium Mining Lease dated February 15, 2006 (30)

Uranium Mining Lease dated May 24, 2008 (30)

Uranium Mining Lease dated February 20, 2012 (30)

Uranium Mining Lease dated May 15, 2009 (30)

Uranium Mining Lease dated February 21, 2012 (30)

State Mining Lease dated July 6, 2011 (30)

Executive Services Agreement between Uranium Energy Corp.

Anthony, dated February 22, 2010 (12)

2009 Stock Incentive Plan, as amended on May 25, 2010 (13)

Executive Employment Services Agreement between Uranium Energy Corp.

and Mark Katsumata, dated January 5, 2011 (14)

Share Exchange Agreement among Transandes Resources, Inc., Piedra Rica Mining S.A., UEC Paraguay Corp., and Uranium Energy Corp.

dated May 11, 2011, including schedules attached thereto (16)

Property Acquisition Agreement between Minas Rio Bravo S.A., Compania Minera Rio Verde S.A., Minas La Roca S.A.

and Piedra Rica Mining S.A.

dated October 25, 2011 (18)

Property Acquisition Agreement between Cooper Minerals, Inc.

and Uranium Energy Corp.

dated November 7, 2011 (19)

Amendment No.

1 to Property Acquisition Agreement between Minas Rio Bravo S.A., Compania Minera Rio Verde S.A., Minas La Roca S.A.

and Piedra Rica Mining S.A.

dated February 28, 2012 (20)

Credit Agreement dated as of July 30, 2013 (21)

Form of Indemnification Agreement (22)

Engagement Letter, dated as of October 17, 2013, between Uranium Energy Corp.

Wainwright & Co., LLC.

Form of Securities Purchase Agreement, dated as of October 17, 2013 (23)

Form of Warrant Certificate related to Securities Purchase Agreement dated as of October 17, 2013 (23)

Form of Warrant Certificate with respect to 2,600,000 warrants issued by Uranium Energy Corp.

pursuant to Credit Agreement dated July 30, 2013 (24)

2013 Stock Incentive Plan (25)

Further Restated and Amended Executive Services Agreement between Uranium Energy Corp.

and Amir Adnani Corp., dated July 24, 2013 (3)

Further Restated and Amended Executive Services Agreement between Uranium Energy Corp.

Anthony, dated July 24, 2013 (26)

Restated and Amended Executive Consulting Services Agreement between Uranium Energy Corp.

and Mark Katsumata, dated July 24, 2013 (26)

Controlled Equity Offering SM Sales Agreement, dated December 31, 2013, between Uranium Energy Corp.

and Cantor Fitzgerald & Co.

Amended and Restated Credit Agreement dated March 13, 2014 (29)

2014 Stock Incentive Plan (31)

Executive Services Agreement between Uranium Energy Corp.

and Scott Melbye, executed December 15, 2014 (5)

2015 Stock Incentive Plan (33)

Engagement Letter, dated as of June 22, 2015, by and between Uranium Energy Corp.

Wainwright & Co., LLC and amendment thereto dated June 23, 2015 (34)

Engagement Letter, dated as of June 24, 2015, among Uranium Energy Corp., Cantor Fitzgerald & Co.

and Cantor Fitzgerald Canada Corporation (34)

Form of Warrant (34)

Form of Securities Purchase Agreement, dated June 22, 2015, by and between Uranium Energy Corp.

and investors in the offering (34)

Amendment Letter Agreement to the Further Restated and Amended Executive Services Agreement between Uranium Energy Corp.

and Amir Adnani Corp., dated August 13, 2015 (6)

Appointment Letter dated October 1, 2015 with Spencer Abraham †

Second Amended and Restated Credit Agreement dated February 9, 2016 (36)

Share Purchase and Option Agreement between CIC Resources Inc.

and Uranium Energy Corp.

dated March 4, 2016 (37)

Placement Agency Agreement, dated March 9, 2016, by and between Uranium Energy Corp., Dundee Securities Ltd., Dundee Securities Inc.

Wainwright & Co., LLC (38)

Form of Warrant (38)

Form of Securities Purchase Agreement, dated March 6, 2016, by and between Uranium Energy Corp.

and investors in the offering (38)

2016 Stock Incentive Plan (39)

Underwriting Agreement, dated January 17, 2017, by and between Uranium Energy Corp., H.C.

Wainwright & Co., LLC and Haywood Securities Inc.

Form of Warrant (41)

Amendment to the Share Purchase and Option Agreement between Uranium Energy Corp.

and CIC Resources Inc., dated March 3, 2017 (42)

Amendment No.

2 to the Share Purchase and Option Agreement between Uranium Energy Corp.

and CIC Resources Inc., dated June 29, 2017 (46)

Form of Warrant Certificate with respect to 11,308,728 warrants issued by Uranium Energy Corp.

pursuant to the Share Purchase Agreement dated May 9, 2017, as amended on August 7, 2017 (45)

Royalty Purchase Agreement between Uranium Energy Corp.

and Uranium Royalty Corp., dated August 20, 2018 (49)

2018 Stock Incentive Plan (48)

Underwriting Agreement, dated as of October 1, 2018, by and between Uranium Energy Corp., H.

Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital, Roth Capital Partners, LLC and Sprott Private Wealth LP (50)

Third Amended and Restated Credit Agreement dated December 5, 2018 (51)

Securities Exchange Agreement, dated March 14, 2019, as entered between the Company and each of Pacific Road Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd., Pacific Road Resources Reno Creek Cayco 4 Ltd.

and Reno Creek Unit Trust (52)

At The Market Offering Agreement, dated April 9, 2019, by and between Uranium Energy Corp., H.

Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital Corp., Roth Capital Partners, LLC and Cormark Securities (USA) Limited (53)

2019 Stock Incentive Plan (54)

Amending Agreement, dated March 19, 2020, by and between Uranium Energy Corp., H.C.

Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital, Roth Capital Partners, LLC and Cormark Securities (USA) Limited (55)

2020 Stock Incentive Plan (76)

Underwriting Agreement, dated as of September 21, 2020, by and between Uranium Energy Corp., H.C.

Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital and Roth Capital Partners, LLC (56)

Form of Warrant (56)

2021 Stock Incentive Plan (77)

Engagement Agreement, dated as of March 16, 2022, as amended on March 18, 2022, by and between Uranium Energy Corp., H.C.

Wainwright & Co., LLC, Haywood Securities Inc., TD Securities (USA) LLC and Roth Capital Partners, LLC (57)

Form of Securities Purchase Agreement, dated as of March 17, 2022, by and between Uranium Energy Corp.

and the investors in the offering (57)

Engagement Agreement, dated as of April 5, 2022, between Uranium Energy Corp.

Wainwright & Co., LLC.

Form of Securities Purchase Agreement, dated as of April 5, 2022, by and between Uranium Energy Corp.

and the investors in the offering.

At The Market Offering Agreement, dated May 14, 2022 by and between Uranium Energy Corp., H.C.

Wainwright & Co., LLC, TD Securities (USA) Inc., Haywood Securities (USA) Inc., Roth Capital Partners, LLC, Eight Capital and BMO Capital Markets Corp.

Settlement Agreement between Anfield Energy Inc.

and Uranium Energy Corp., dated April 19, 2022 (63)

Property Swap Agreement between Anfield Energy Inc., ARH Wyoming Corp., Highbury Resources Inc.

and Uranium Energy Corp., dated April 19, 2022 (63)

2022 Stock Incentive Plan (78)

Arrangement Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp.

and UEX Corporation, dated June 13, 2022 (64)

Form of Lock-up Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp.

and certain Consenting Shareholders of UEX Corporation, dated June 13, 2022 (64)

Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp.

and UEX Corporation, dated June 23, 2022 (65)

Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp.

and UEX Corporation, dated August 5, 2022 (66)

Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp.

and UEX Corporation, dated August 15, 2022 (67)

Share Purchase and Sale Agreement between Rio Tinto Fer Et Titane Inc.

and Uranium Energy Corp., dated October 11, 2022.

At the Market Offering Agreement, dated November 16, 2022 by and between Uranium Energy Corp., H.C.

Wainwright & Co., LLC, TD Securities (USA) Inc., Haywood Securities (USA) Inc., Roth Capital Partners, LLC, Eight Capital, BMO Capital Markets Corp.

and Citigroup Global Markets Inc.

2023 Stock Incentive Plan (82)

Executive Employment Services Agreement between Uranium Energy Corp., UEC Wyoming Corp.

3 unchanged sentences

and Amir Adnani Corp., dated September 26, 2024 (11)

Executive Employment Services Agreement between Uranium Energy Corp.

and Josephine Man, dated October 1, 2024

Amendment No.

1 to At The Market Offering Agreement by and between Uranium Energy Corp.

and Goldman Sachs & Co.

and the co-managers set forth therein, dated August 11, 2025

Code of Ethics

2 unchanged sentences

Consent of Independent Auditors, PricewaterhouseCoopers LLP

Consent of Benjamin J.

Consent of Western Water Consultants, Inc.

Consent of Douglas L.

Consent of Clyde L.

Consent of BRS, Inc.

Consent of Victor Fernandez-Crosa *

Consent of Christopher J.

Consent of James N.

Consent of David A.

Consent of Nathan A.

Consent of Roger M.

Consent of Carl David Warren *

Consent of SRK Consulting (UK) Limited *

Consent of Collin William Rothonie, dated November 13, 2023 *

Consent of TZ Minerals International Pty Ltd., dated November 13, 2023 *

Consent of Tetra Tech Canada Inc.

Consent of Understood Mineral Resources Ltd.

Consent of Terracon Geotechnique Ltd.

Consent of Snowden Optiro

Consent of Clifton Engineering Group Ltd.

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

1 unchanged sentence

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350 **

Technical Report Summary Mineral Resource Report Reno Creek Project Campbell County, WY, effective date December 31, 2021 (61)

Technical Report Summary Mineral Resource Report Wyoming Assets ISR Hub and Spoke Project, WY, USA, dated March 31, 2022 (62)

SK-1300 Technical Report Summary 2022 Technical Report on the Shea Creek Project, Saskatchewan;

Effective Date:

October 31, 2022 (69)

Amended S-K 1300 Technical Report Summary 2024 Technical Report on the Horseshoe-Raven Project, Saskatchewan;

Effective Date:

March 1, 2024 (70)

S-K 1300 Technical Report Summary 2022 Initial Assessment on the Workman Creek Project, Gila County, Arizona, USA;

Effective Date:

February 14, 2023 (72)

Anderson Uranium Project Initial Assessment US SEC Subpart 1300 Regulation S-K Report Yavapai County, Arizona, USA, dated March 9, 2023 (73)

Yuty Uranium Project Initial Assessment US SEC Subpart 1300 Regulation S-K Report Paraguay, SA, dated March 9, 2023 (73)

Amended S-K 1300 Mineral Resource Report Texas Hub and Spoke ISR Project, TX USA, dated March 9, 2023 (73)

Amended S-K 1300 Mineral Resource Report Wyoming ISR Hub and Spoke Project, WY USA, dated March 9, 2023 (7)

S-K 1300 Technical Report on The Roughrider Uranium Project, Saskatchewan, Canada;

Effective Date:

April 25, 2023 (74)

SK-1300 Technical Report entitled “Technical Report Summary – Initial Assessment:

Alto Parana”, dated November 2023, for the Alto Parana Project located in Paraguay (79)

S-K 1300 Technical Report entitled “S-K 1300 Initial Assessment Texas Hub and Spoke ISR Project, USA”, dated June 10, 2024 (10)

S-K 1300 Technical Report Summary entitled “S-K 1300 Initial Assessment Report – Roughrider Uranium Project, Saskatchewan, Canada”, dated November 5, 2024 (12)

Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation

2023 Sustainability Report (71)

Inline XBRL Instance Document

7 unchanged sentences

Furnished herewith.

Previously filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on September 29, 2022.

Portions of this exhibit have been omitted.

Incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K filed with the SEC on September 29, 2022.

Indicates a management contract or compensatory plan.

Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on August 4, 2005.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 9, 2006.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2007.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 9, 2007.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 6, 2007.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 16, 2009.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 2, 2009.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 9, 2009.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 27, 2009.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on October 1, 2009.

Incorporated by reference to our Annual Report on Form 10-K/A filed with the SEC on April 21, 2010.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 23, 2010.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on February 7, 2011.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 10, 2011.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 11, 2011.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 17, 2011.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 11, 2011.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 31, 2011.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 8, 2011.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 5, 2012.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 5, 2013.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 2, 2013.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 23, 2013.

Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on November 19, 2013.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on November 21, 2013.

Incorporated by reference to our Current Report on Form 8-K/A filed with the SEC on December 6, 2013.

Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on December 27, 2013.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 31, 2013.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2014.

Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 14, 2014.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on January 9, 2015.

Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on March 12, 2015.

Incorporated by reference to our Schedule 14A Definitive Proxy Statement filed with the SEC on June 19, 2015.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 25, 2015.

Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on December 8, 2015.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 16, 2016

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 10, 2016.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on September 2, 2016.

Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on January 5, 2017.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 17, 2017.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 9, 2017.

Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on June 9, 2017.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 11, 2017.

Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on September 8, 2017.

Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 16, 2017.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 6, 2017.

Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 15, 2018.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on August 27, 2018.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 1, 2018.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 7, 2018.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 18, 2019.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 9, 2019.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on September 12, 2019.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2020.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 21, 2020.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2021.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 8, 2021.

Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on May 17, 2021.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 9, 2021.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 8, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 5, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 13, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 17, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 17, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 11, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 15, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 13, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 11, 2023.

Incorporated by reference to our Amendment to our Annual Report on Form 10-K/A filed with the SEC on April 2, 2024.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 17, 2024.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 14, 2023.

Incorporated by reference to our Amendment to our Annual Report on Form 10-K/A filed with the SEC on April 3, 2023.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 1, 2023.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 11, 2023.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on October 27, 2020.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on January 14, 2022.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on July 19, 2023.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 13, 2023.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 12, 2024.

Incorporated by reference to our Registration Statement on Form S-3ASR filed with the SEC on November 16, 2022.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on July 12, 2024.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 23, 2024.

Portions of this exhibit have been omitted.

Incorporated by reference to Exhibit 3.1 of our Registration Statement on Form SB-2 filed with the SEC on August 4, 2005.

Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed with the SEC on February 9, 2006.

Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K/A filed with the SEC on December 6, 2013.

Incorporated by reference to Exhibit 3.2 of our Annual Report on Form 10-K filed with the SEC on October 14, 2014

Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed with the SEC on March 12, 2015.

Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed with the SEC on December 8, 2015.

Incorporated by reference to Exhibit 96.6 to our Amendment to our Annual Report on Form 10-K/A filed with the SEC on April 3, 2023.

Incorporated by reference to Exhibit 10.95 to our Annual Report on Form 10-K filed with the SEC on September 27, 2024.

Incorporated by reference to Exhibit 10.96 to our Annual Report on Form 10-K filed with the SEC on September 27, 2024.

Incorporated by reference to Exhibit 96.1 to our Current Report on Form 8-K filed with the SEC on June 12, 2024.

Incorporated by reference to Exhibit 10.97 to our Annual Report on Form 10-K filed with the SEC on September 27, 2024.

Incorporated by reference to Exhibit 96.1 to our Current Report on Form 8-K filed with the SEC on November 7, 2024.

Form 10-K Summary

2 unchanged sentences

July 31, 2025

Reports of Independent Registered Public Accounting Firms (Firm ID 271 )

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Cash Flows

Consolidated Statements of Stockholders ’ Equity

Notes to the Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firms (Firm ID 271 ) F-2

Consolidated Balance Sheets F-5

Consolidated Statements of Operations and Comprehensive Loss F-6

Consolidated Statements of Cash Flows F-7

Consolidated Statements of Stockholders ’ Equity F-8

Notes to the Consolidated Financial Statements F-10

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Uranium Energy Corp.

To the Board of Directors and Stockholders of Uranium Energy Corp.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Uranium Energy Corp.

and its subsidiaries (the Company) as of July 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended July 31, 2024, including the related notes (collectively referred to as the consolidated financial statements).

and its subsidiaries (the Company) as of July 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity and of cash flows for each of the three years in the period ended July 31, 2025, including the related notes (collectively referred to as the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of July 31, 2025, based on criteria established in Internal Control ‒ Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

33 unchanged sentences

Management applies significant judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable giving rise to the requirement to conduct an impairment test.

Circumstances that could trigger an impairment test include:

(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 and material adverse changes relating to the Company’s legal rights to its mineral rights and properties, and (iii) accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset.

Circumstances that could trigger an impairment test include:(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 and material adverse changes relating to the Company’s legal rights to its mineral rights and properties, and (iii) accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset.

The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators of long-lived assets is a critical audit matter are that there was significant judgment by management when assessing whether there were indicators of impairment related to the Company’s long-lived assets, specifically related to assessing whether there were:

(i) significant decreases in the market price of the assets, (ii) significant adverse changes in the business climate including significant decreases in uranium prices, or significant adverse changes in legal factors including material adverse changes related to the Company’s legal rights to its mineral rights and properties, (iii) significant increases in reclamation costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, and (iv) current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset.

This in turn led to a high degree of auditor judgment and subjectivity performing procedures to evaluate audit evidence relating to the significant judgment made by management in their assessment of any events or changes in circumstances that could give rise to the requirement to conduct an impairment test.

1 unchanged sentence

These procedures included testing the effectiveness of controls relating to management’s assessment of impairment indicators of long-lived assets.

These procedures also included, among others:

(i) assessing whether there were significant decreases in the market price of the assets by comparing the Company’s market capitalization to the carrying value of its net assets, (ii) evaluating whether there were significant adverse changes in the business climate including significant decreases in uranium prices by considering external market and industry data, and whether there were material adverse changes relating to the Company’s legal rights to its mineral rights and properties by obtaining evidence to support the mineral rights including inquiring with the Company’s legal counsel, and obtaining on a sample basis evidence to support the rights to the mineral properties, and (iii) evaluating whether there were accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, or other factors that may indicate that the carrying amounts of the long-lived asset may not be recoverable, through consideration of evidence obtained in other areas of the audit.

These procedures also included, among others, (i) assessing whether there were significant decreases in the market price of the assets by comparing the Company’s market capitalization to the carrying value of its net assets, (ii) evaluating whether there were significant adverse changes in the business climate including significant decreases in uranium prices by considering external market and industry data, and whether there were material adverse changes relating to the Company’s legal rights to its mineral rights and properties by obtaining evidence to support the mineral rights including inquiring with the Company’s legal counsel, and obtaining on a sample basis evidence to support the rights to the mineral properties, (iii) evaluating whether there were significant increases in reclamation costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, and (iv) current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset, or other factors that may indicate that the carrying amounts of the long-lived asset may not be recoverable, through consideration of evidence obtained in other areas of the audit.

/ s / PricewaterhouseCoopers LLP

12 unchanged sentences

6 79,279 75,833

Prepaid expenses and deposits

Other current assets

Prepaid expenses, deposits and other receivables

Investment in equity securities

25 unchanged sentences

OTHER NON-CURRENT LIABILITIES

DERIVATIVE LIABILITIES

DEFERRED TAX LIABILITIES

10 unchanged sentences

( 406,557 ) ( 318,901 )

Accumulated other comprehensive income

Accumulated other comprehensive loss

( 14,417 ) ( 13,829 )

2 unchanged sentences

$ 1,107,653 $ 889,828

SUBSEQUENT EVENTS

SUBSEQUENT EVENT

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

URANIUM ENERGY CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in thousands of U.S.

11 unchanged sentences

19 27,260 21,873 20,064

Acquisition-related costs

Depreciation, amortization and accretion

10 unchanged sentences

10 ( 3,352 ) 1,017 ( 994 )

Debt receivable recovery

Gain on settlement of debt receivable

Gain on settlement of liabilities

6 unchanged sentences

Interest income

4,022 2,629 350

Other income (expenses)

2 unchanged sentences

( 17,114 ) 22,147 ( 11,304 )

INCOME (LOSS) BEFORE INCOME TAXES

LOSS BEFORE INCOME TAXES

( 90,435 ) ( 34,255 ) ( 2,437 )

1 unchanged sentence

21 2,779 5,034 ( 870 )

NET INCOME (LOSS) FOR THE YEAR

NET LOSS FOR THE YEAR

( 87,656 ) ( 29,221 ) ( 3,307 )

4 unchanged sentences

( 588 ) ( 10,221 ) ( 3,422 )

TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

$ ( 88,244 ) $ ( 39,442 ) $ ( 6,729 )

NET INCOME (LOSS) PER SHARE

NET LOSS PER SHARE

$ ( 0.20 ) $ ( 0.07 ) $ ( 0.01 )

10 unchanged sentences

OPERATING ACTIVITIES

Net income (loss) for the year

Net loss for the year

$ ( 87,656 ) $ ( 29,221 ) $ ( 3,307 )

Adjustments to reconcile net income (loss) to cash flows in operating activities

Adjustments to reconcile net loss to cash flows in operating activities

Stock-based compensation

2 unchanged sentences

7, 8, 13 4,486 2,183 2,007

Amortization of long-term debt discount

(Income) loss from equity-accounted investment

10 3,352 ( 1,017 ) 994

Debt receivable recovery

6 - - ( 18,342 )

Gain on settlement of debt receivable

6 - - ( 1,780 )

(Gain) loss on disposition of assets

27 ( 20 ) ( 6,427 )

Impairment loss on mineral properties

8 unchanged sentences

( 2,305 ) ( 69,626 ) 60,363

Prepaid expenses and deposits

Prepaid expenses, deposits and other receivables

232 ( 74 ) 966

Other current assets

Other non-current assets

Accounts payable and accrued liabilities

1 unchanged sentence

Other liabilities

22 58 ( 170 )

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

3 unchanged sentences

15, 16 287,513 176,708 66,527

Repayments of long-term debt

- - ( 10,000 )

Repayments of other loans

- ( 66 ) ( 191 )

Payments for withholding of employee taxes related to options, Restricted Stock Units ("RSUs") and Performance Based Restricted Stock Units ("PRSUs")

3 unchanged sentences

INVESTING ACTIVITIES

Net cash used in U1A Acquisition

Acquisition of Sweetwater Assets

5 ( 179,598 ) - -

Acquisition of UEX, net of cash acquired

Acquisition of Roughrider

Acquisition of Roughrider Project

4 - - ( 82,117 )

9 unchanged sentences

11 ( 25,695 ) ( 12,115 ) ( 47,192 )

Proceeds from debt receivable recovery

Proceeds from sale of equity security

Proceeds from sale of equity securities

11 54,438 3,008 4,590

18 unchanged sentences

Stockholders'

Income (Loss)

Balance, July 31, 2024

9 unchanged sentences

Stock-based compensation

Common stock issued for consulting services

18,699 - 107 - - 107

Amortization of stock-based compensation

14 unchanged sentences

Additional Paid-

Share Issuance

Accumulated Other Comprehensive

Stockholders'

Income (Loss)

Balance, July 31, 2022

236,796,866 $ 237 $ 441,990 $ 360 $ ( 291,625 ) $ 493 $ 151,455

Issued as anniversary fees for credit facility

161,594 - 600 - - - 600

Issued under ATM offering, net of issuance costs

47,507,536 48 163,707 - - - 163,755

Issued upon vesting of RSUs and PRSUs

628,803 - ( 1,305 ) ( 360 ) - - ( 1,665 )

Issued upon exercise of stock options

2,152,095 2 932 - - - 934

Issued upon exercise of warrants

1,771,869 2 3,323 - - - 3,325

Issued for acquisition of mineral properties

111,864 - 426 - - - 426

Issued for acquisition of UEX and Roughrider

Stock-based compensation

Common stock issued for consulting services

56,273 - 187 - - - 187

Common stock issued under Stock Incentive Plan

451,407 - 1,478 - - - 1,478

Amortization of stock-based compensation

- - 2,724 - - - 2,724

Withholding of employee taxes related to stock options and RSUs

- - ( 883 ) - - - ( 883 )

Net income for the year

- - - - 5,252 - 5,252

Net loss for the year

Other comprehensive loss

- - - - - ( 679 ) ( 679 )

Balance, July 31, 2023

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

Issued under ATM offering, net of issuance costs

15,171,253 15 58,405 - - - 58,420

Issued upon vesting of RSUs and PRSUs

261,232 - 37 - - - 37

Issued upon exercise of stock options

2,351,544 3 562 - - - 565

Issued upon exercise of warrants

4,359,086 5 8,846 - - - 8,851

Issued for acquisition of UEX and Roughrider

66,359,126 66 239,447 - - - 239,513

Stock-based compensation

Common stock issued for consulting services

53,407 - 218 - - - 218

Common stock issued under Stock Incentive Plan

258,909 - 945 - - - 945

Amortization of stock-based compensation

- - 4,190 - - - 4,190

Withholding of employee taxes related to stock options and RSUs

- - ( 1,092 ) - - - ( 1,092 )

Net loss for the year

- - - - ( 3,307 ) - ( 3,307 )

Other comprehensive loss

- - - - - ( 3,422 ) ( 3,422 )

Balance, July 31, 2024

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

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

9 unchanged sentences

and its subsidiary companies and a controlled partnership (collectively, the “Company”) are engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium and titanium concentrates, on projects located in the United States, Canada and the Republic of Paraguay.

As at July 31, 2024 , the Company had working capital (current assets less current liabilities) of $ 206,022 including cash and cash equivalents of $ 87,533 and uranium inventory holdings of $ 75,440 .

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 including the acquisition announced subsequent to year-end (refer to Note 24 Subsequent Events) and our inventory purchase commitments for 12 months from the date that our audited consolidated financial statements are issued.

Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial.

As at July 31, 2025 , the Company had working capital (current assets less current liabilities) of $ 207.58 million including cash and cash equivalents of $ 148.93 million and purchased uranium inventories of $ 72.90 million.

We believe our existing cash resources and cash flow from sale of uranium concentrates, 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 audited consolidated financial statements are issued.

Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to achieve consistent positive cash flow from the sale of our produced and purchased 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 financing in order to fund our operations, and this reliance is expected to continue for the foreseeable future.

5 unchanged sentences

All inter-company transactions and balances have been eliminated upon consolidation.

Exploration Stage

We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine, Christensen Ranch Mine (collectively, the “ISR Mines”) and our Roughrider and Christie Lake Projects.

Mineral Rights and Properties

We have established the existence of mineral resources for certain uranium projects, including our Palangana Mine and Christensen Ranch Mine (collectively, the “ISR Mines”), and our Red Desert, Green Mountain, 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 currently have no 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 company, as defined by the SEC, and will continue to remain as an Exploration Stage company 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.

As a result, and despite the fact that we commenced extraction of mineralized materials at some of 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 some of 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.

1 unchanged sentence

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 proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.

Companies in the Production Stage, as defined by the SEC, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold.

We are in the Exploration Stage which has resulted in our Company reporting larger losses than if it had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to ongoing mine development activities.

Additionally, there would be no corresponding depletion allocated to future reporting periods of our Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we had been in the Production Stage.

Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method when the underlying property is converted to the Production Stage.

As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage.

Expenditures relating to pre-extraction activities, such as the construction of mine wellfields 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.

URANIUM ENERGY CORP.

3 unchanged sentences

July 31, 2025

Companies that are Production Stage Issuers, 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 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.

Business Combination and Asset Acquisition

10 unchanged sentences

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

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.

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.

4 unchanged sentences

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 and equity-accounted investments, 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 asset retirement obligations, and valuation of stock options, share purchase warrants and stock-based compensation.

Areas requiring significant judgements, estimates and assumptions include the valuation of acquired mineral rights, properties, properties, plant and equipment and equity-accounted investments, 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 asset retirement obligations, and valuation of stock options, share purchase warrants and stock-based compensation.

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.

Actual results could differ significantly from those estimates and assumptions.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2025

Foreign Currency Translation

The functional currency of our Company, including its subsidiaries, is the United States dollar, except for UEX Corporation, whose functional currency is the Canadian dollar.

The functional currency of our Company, including its subsidiaries, is the United States dollar, except for UEX Corporation ("UEX"), whose functional currency is the Canadian dollar.

In accordance with ASC 830:

13 unchanged sentences

Investment in equity securities (level 1 ) and derivative liabilities (level 2 ) are carried at fair value.

Inventories are comprised of supplies, work-in-progress and uranium concentrates (“U 3 O 8 ”) from production and purchased uranium concentrates from the market.

Expenditures related to the extraction and processing of uranium concentrates and depreciation and depletion charges of extraction and processing plant and equipment are capitalized as work-in-progress and uranium concentrates from production.

Uranium extraction and processing cost includes direct materials, labor, and overheads incurred under normal operating conditions.

Abnormal costs arising from underutilization are excluded from inventory and expensed as incurred.

Costs of purchased uranium concentrates include the purchase price and other direct costs incurred during the purchase process.

Inventories are carried at the lower of cost or net realizable value and are charged to cost of sales using the average costing method.

URANIUM ENERGY CORP.

3 unchanged sentences

July 31, 2025

Inventories are comprised of supplies, work-in-progress and uranium concentrates (“U 3 O 8 ”) from production and purchased uranium concentrates from the market.

Costs of purchased uranium concentrates include the purchase price and other direct costs incurred during the purchase process.

Inventories are carried at the lower of cost or net realizable value and are charged to cost of sales using the average costing method.

Equity Investments

3 unchanged sentences

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.

The Company's equity ownership in Anfield Energy Inc.

("Anfield") exceeds 20% but is less than 50%.

As permitted under ASC 825 Financial Instruments, the Company elected to apply the fair value option to account for its investment in the common shares of Anfield (Note 11 ).

Accordingly, subsequent changes in the fair value of Anfield's common shares are recognized in the Consolidated Statements of Operations.

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.

Other Non-Current Assets

16 unchanged sentences

Furniture and fixtures:

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2025

Impairment of Long-Lived Assets

9 unchanged sentences

When the carrying value of an asset exceeds the related undiscounted cash flows, an impairment loss is recorded by writing down the carrying value of the related asset to its estimated fair value, which is determined using discounted future cash flows or other measures of fair value.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2024

We account for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities.

10 unchanged sentences

Any difference between the recorded asset retirement obligations and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement.

Long-Term Debt

Long-Term Debt is carried at amortized cost.

Debt issuance costs, debt premiums and discounts and annual fees are included in the long-term debt balance and amortized using the effective interest rate over the contractual terms of the Long-Term Debt.

We determine if a contractual arrangement represents or contains a lease at inception.

Operating leases with lease terms greater than 12 months are included in Other Non-Current Assets, Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheet.

Operating leases with lease terms greater than 12 months are included in Other Non-Current Assets, Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheets.

Assets under finance leases are included in Property, Plant and Equipment and the related lease liabilities in Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheets.

2 unchanged sentences

The incremental borrowing rate is the rate of interest our Company would have to pay to borrow on a collateralized basis over a similar term and the amount equal to the lease payments in a similar economic environment.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2025

The operating lease expenses are recognized on a straight-line basis over the lease term and included in general and administration expenses.

5 unchanged sentences

The sales contracts specify the quantity to be delivered, the price, payment terms and the period of delivery.

Ten days before the scheduled delivery date, the Company notifies the conversion facility with instructions for a title transfer to the customer.

The Company is required to notify the conversion facility with instructions for a title transfer to the customer.

Revenue is recognized once a title transfer of the U 3 O 8 is confirmed by the conversion facility.

2 unchanged sentences

The fair value of stock options is determined using the Black-Scholes Valuation Model.

The fair value of restricted stock units (“RSU”s) is determined using the share price of the Company at the date of grant.

The fair value of performance based restricted stock units (“PRSU”s) is determined using the Monte Carlo Simulation Model.

The fair value of restricted stock units is determined using the share price of the Company at the date of grant.

The fair value of performance based restricted stock units is determined using the Monte Carlo Simulation Model.

Stock-based compensation expense related to stock option awards is recognized over the requisite service period on a graded vesting basis.

1 unchanged sentence

The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, the Company’s performance and related tax impacts.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2024

Earnings (Loss) Per Common Share

2 unchanged sentences

Dilutive securities are excluded from the calculation of our diluted weighted average common shares outstanding if their effect would be anti-dilutive based on the treasury stock method or due to a net loss from continuing operations.

Recently Issued Accounting Pronouncements and Securities and Exchange Commission Rules

Recently Adopted Accounting Pronouncements and Securities and Exchange Commission Rules

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 ended July 31, 2025, and subsequent interim periods, with early adoption permitted.

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

This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

This ASU is effective for the Company’s Annual Report on Form 10 -K for the fiscal year ended July 31, 2025 and subsequent interim periods.

The guidance is applied retrospectively to all prior periods presented in the financial statements.

The adoption of this ASU did not materially impact the Company’s segment reporting as presented in Note 22.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

6 unchanged sentences

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2025

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

4 unchanged sentences

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

ACQUISITION OF UEX CORPORATION

During Fiscal 2022, on June 13, 2022, we entered into a definitive agreement with UEX Corporation (“UEX” and the “UEX Agreement”) pursuant to which we would acquire all of the issued and outstanding common shares of UEX in an all-share transaction (the “UEX Acquisition”).

On June 21, 2022, in accordance with the UEX Agreement, we completed a private placement in UEX, whereby we acquired 11,627,907 UEX common shares at a price of CA$0.43 per UEX common share for total consideration of $ 3,867 .

In Fiscal 2022, we also acquired an additional 6,844,000 UEX common shares for total consideration of $ 1,914 by making purchases of UEX common shares through the facilities of the Toronto Stock Exchange subject to and in accordance with applicable laws.

On August 19, 2022, we acquired all of the issued and outstanding common shares of UEX that we did not already own pursuant to the completion of the UEX Acquisition.

Pursuant to the terms of the UEX Acquisition, UEX shareholders received 0.09 common shares of UEC for each UEX common share held.

As a result, we issued 48,518,745 shares of our Company in exchange for the common shares of UEX that we did not already own.

The UEX shares we owned before closing the UEX Acquisition were returned to treasury.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income (Topic 220 ):

Expense Disaggregation Disclosures, which includes amendments to require the disclosure of certain specific costs and expenses that are included in a relevant expense caption on the face of the income statement.

Specific costs and expenses that would be required to be disclosed include:

purchases of inventory, employee compensation, depreciation and intangible asset amortization.

Additionally, a qualitative description of other items is required, equal to the difference between the relevant expense caption and the separately disclosed specific costs.

This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and are applied either prospectively or retrospectively at the option of the Company.

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

ACQUISITION OF UEX

During Fiscal 2022, on June 13, 2022, we entered into a definitive agreement with UEX (the “UEX Agreement”) pursuant to which we would acquire all of the issued and outstanding common shares of UEX in an all-share transaction (the “UEX Acquisition”).

On August 19, 2022, we acquired all of the issued and outstanding common shares of UEX.

In connection with the UEX Acquisition, we also issued 2,301,750 stock options (the “Replacement Options”) and 4,660,580 warrants (the “Replacement Warrants”) to replace the outstanding stock options and warrants of UEX that were outstanding immediately prior to the completion of the UEX Acquisition.

The estimated fair value of the Replacement Options in the amount of $ 4,026 as of August 19, 2022 was classified as equity and presented in additional paid in capital in accordance with ASC 718 Compensation – Stock Compensation.

The fair value of the Replacement Options was estimated using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy:

Exercise Price in U.S.

1.07 7 to 3.94 94

Exercise Price in Canadian dollars

CA$1.39 to CA$5.12

Expected Risk Free Interest Rate

2.40 % to 3.23 %

Expected Volatility

76.01 % to 97.53 %

Expected Life in Years

Expected Dividend Yield

The estimated fair value of the Replacement Warrants in the amount of $ 8,903 as of August 19, 2022 was classified as derivative liabilities in accordance with ASC 815 Derivatives and Hedging, as the exercise prices of the Replacement Warrants are denominated in Canadian dollars, which differs from the Company’s functional currency.

The estimated fair value of the Replacement Warrants in the amount of $ 8.90 million as of August 19, 2022 was classified as derivative liabilities in accordance with ASC 815 Derivatives and Hedging, as the exercise prices of the Replacement Warrants are denominated in Canadian dollars, which differs from the Company’s functional currency.

The change in fair value on the derivative liabilities is recorded as a change in fair value of derivative liability in our consolidated statements of operations.

12 unchanged sentences

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEM

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

1 unchanged sentence

July 31, 2025

The following table summarizes the fair value of the consideration paid, and the fair value of the assets acquired and liabilities assumed, on the closing date of the UEX Acquisition:

Consideration paid

UEC shares issued

Fair value of UEX shares acquired by UEC before acquisition

Replacement options issued

Replacement warrants issued

Acquisition related costs

Total consideration

Assets acquired and liabilities assumed

Cash and cash equivalents

Prepaid expenses and deposits

Accounts receivable

Mineral rights and properties

Equity-accounted investment

Investment in equity securities

Other non-current assets

Accounts payable and accrued liabilities

Other liabilities

Asset retirement obligations (Note 14)

Deferred tax liabilities

Total liabilities

Total net assets

The Company recognized the assets and liabilities acquired in this acquisition by allocating the cost of the acquisition to the assets and liabilities based on their relative fair values.

The fair value of the mineral rights and properties and equity-accounted investment was based on a value per pound of uranium which was determined using an in situ multiples analysis.

Management used data from comparable public companies and precedent transactions in the in situ multiples analysis to estimate a value per pound of uranium and apply that to the property resource estimates, taking into account project-specific characteristics.

The property resource estimates were based on information prepared by qualified persons (management’s specialists).

Cash flow on acquisition:

Cash acquired with the subsidiary

Acquisition related costs

Acquisition of UEX, net of cash acquired

ACQUISITION OF THE ROUGHRIDER PROJECT

9 unchanged sentences

Mineral rights and properties

Asset retirement obligations (Note 14)

Asset retirement obligations

Deferred tax liabilities

5 unchanged sentences

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

1 unchanged sentence

July 31, 2025

ACQUISITION OF URANIUM ONE AMERICAS, INC.

On December 17, 2021, we completed the acquisition of all the issued and outstanding shares of Uranium One Americas, Inc.

( “U1A” ), a Nevada corporation, from Uranium One Investments Inc., a subsidiary of Uranium One Inc., for total cash consideration of $ 128,495 (the “U1A Acquisition”).

Subsequent to the completion of the U1A Acquisition, we changed the name of U1A to UEC Wyoming Corp.

(“UEC Wyoming”) and, in conjunction therewith, we also changed the name of U1A’s wholly-owned subsidiary, Uranium One USA Inc., a Delaware corporation, to UEC Uranium Corp.

The UEC Wyoming portfolio consists of the Irigaray Processing Facility, the Christensen Ranch Mine and the Ludeman, Antelope, Moore Ranch and Barge Projects located in Wyoming, which creates a Wyoming hub-and-spoke operation for the Company.

The U1A Acquisition was accounted for as a business combination with UEC identified as the acquirer.

The Company’s judgement that the U1A Acquisition is a business combination is based on the Company’s assessment that substantially all the fair value of the assets are not concentrated in a single asset or group of similar assets.

In accordance with the acquisition method of accounting, the purchase price has been assigned to the assets acquired, and the liabilities assumed, based on their estimated fair values at the acquisition date.

In connection with the U1A Acquisition, we incurred acquisition-related costs of $ 3,444 , which were expensed in Fiscal 2022.

As of July 31, 2022, we had completed the analysis to assign fair values to all assets acquired and liabilities assumed and, therefore, the purchase price allocation for the U1A Acquisition is final.

The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the U1A Acquisition:

ACQUISITION OF THE SWEETWATER ASSETS

On December 6, 2024, the Company completed the acquisition of all of the issued and outstanding shares of capital stock of (i) Sweetwater Uranium Inc.

(formerly Kennecott Uranium Company (“KUC”)) and (ii) Wyoming Coal Resources Company (“WCRC”) (collectively, the “Sweetwater Acquisition”) from Rio Tinto America Inc.

KUC and WCRC collectively own or hold the following assets:

(i) a fully-licensed conventional uranium processing mill, including buildings and equipment, located in Sweetwater County, Wyoming (the “Sweetwater Plant”);

(ii) the Red Desert Project, an uranium project adjacent to the Sweetwater Plant;

and (iii) the Green Mountain Project, an uranium project located 22 miles north of the Sweetwater Plant.

The Sweetwater Acquisition is accounted for as an acquisition of assets rather than a business as both KUC and WCRC do not meet the definition of a business in accordance with ASC 805 Business Combinations.

The following table summarizes the fair value of the consideration paid, and the fair value of the assets acquired and liabilities assumed, on the closing date of the Sweetwater Acquisition:

Consideration paid

Working capital adjustment (1)

Total consideration paid

Acquisition related costs

Total consideration

Assets acquired and liabilities assumed

Cash & cash equivalents (1)

Prepaid expenses and deposits (1)

Other current assets (1)

Inventories (1)

Mineral rights and properties (2)

Prepaid expenses

Property, plant and equipment

Restricted cash

Debt receivable (4)

Other non-current assets (5)

Accounts payable and accrued liabilities (1)

Other liabilities (5)

Asset retirement obligations (6)

Mineral rights and properties

Asset retirement obligations (Note 13)

Deferred tax liabilities

Total liabilities

Total net assets

The working capital adjustment represents the working capital of U1A at the date of the U1A Acquisition, which was comprised of:

(i) cash and cash equivalents of $1,183;

(ii) prepaid expenses and deposits of $1,550;

(iii) other current assets of $73;

(iv) inventories of $192;

and (v) accounts payable and accrued liabilities of $ 96 .

The fair value of these working capital items approximates their respective carrying values at the date of the acquisition.

The fair value of mineral rights and properties was determined using the discounted cash flow model (being the net present value of expected future cash flows).

Expected future cash flows are based on estimates of future uranium prices, production based on current estimates of recoverable mineral resources, future operating costs and capital expenditures and the discount rate.

The Company’s estimates of recoverable mineral resources are based on information prepared by qualified persons (management’s specialists).

The fair value of property, plant and equipment was determined using a replacement cost approach.

Other non-current assets included certain material and supply inventories classified as non-current and ROU assets associated with U1A’s operating leases.

The fair value of long-term inventory was determined to approximate its carrying value.

ROU assets and lease liabilities for operating leases are measured based on the present value of the future lease payments over the remaining lease terms at the acquisition date.

The Company recognized the assets and liabilities acquired in this acquisition by allocating the cost of the acquisition to the assets and liabilities based on their relative fair values.

The fair value of the mineral rights and properties was based on a value per pound of uranium which was determined using an in situ multiples analysis.

The fair value of property, plant and equipment was estimated using the cost approach by an independent valuation specialist, based on replacement cost new, adjusted for physical depreciation, functional obsolescence and economic obsolescence.

The fair value of asset retirement obligations was measured based on the expected costs and timing for final well closure, plant and equipment decommissioning and removal, and environmental remediation, which are discounted to present value using credit adjusted risk-free rates.

Since it has been consolidated from December 17, 2021, UEC Wyoming’s net income of $ 15,616 , primarily resulted from the recovery of the Anfield Debt (as defined below), and operating costs of $ 4,206 were included in the Company’s consolidated statements of operations and comprehensive income for Fiscal 2022.

The following unaudited proforma financial information presents consolidated results assuming the U1A Acquisition occurred on August 1, 2020.

Year Ended July 31,

Sales and service revenue

$ 23,298 $ 192

Net income (loss) for the year

2,626 ( 21,945 )

Surety bonds providing $ 22.56 million of coverage towards reclamation obligations were collateralized by the restricted cash as of July 31, 2025 ( Note 9 ).

Cash flow on acquisition:

Acquisition related costs

Acquisition of Sweetwater Assets

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEME

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

1 unchanged sentence

July 31, 2025

ANFIELD DEBT SETTLEMENT AND PROPERTY SWAP

In connection with the U1A Acquisition, we acquired certain indebtedness totaling $ 18,342 due from Anfield Energy Inc.

(“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 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 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 .

Anfield Common Shares were measured using the Anfield share price of $ 0.08 per share at the date of issuance.

Anfield Warrants were measured at $ 0.03 per share using the Black-Sholes Valuation Model at the date of issuance with the following assumptions.

Expected Risk Free Interest Rate

Annual Volatility

Life in Years

Expected Annual Dividend Yield

Our investment in Anfield Common Shares and Anfield Warrants are accounted for as Investment in Equity Securities with changes in fair value charged to fair value gain (loss) on equity securities on our consolidated statements of operations and comprehensive income (loss).

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 .

In accordance with ASC 326 Financial Instruments – Credit Loss, as amended by ASU 2019 - 04, expected recoveries of amounts previously written off and expected to be written off shall be included in the valuation account and shall not exceed the aggregate of amounts previously written off and expected to be written off by an entity.

As a result, we recorded a gain of $ 1,780 on settlement of the Anfield Debt receivable on our consolidated statements of operations and comprehensive income in Fiscal 2022.

Concurrent with the Anfield Debt Settlement, we completed the Swap Agreement whereby we have received from Anfield 25 ISR uranium projects with a fair value of $ 6,500 located in Wyoming in exchange for the Company’s Slick Rock Project and Long Park Project located in Colorado with a total carrying value of $ 92 .

The Property Swap was considered a nonmonetary transaction and, in accordance with ASC 850 Nonmonetary Transactions, the accounting for nonmonetary transactions should be based on the fair values of the assets involved.

The cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss is recognized on the exchange.

The fair value of properties we surrendered was estimated to be $ 6,500 using the discounted cash flow model.

As a result, we recorded a gain of $ 6,408 on disposition of assets on our consolidated statements of operations and comprehensive income in Fiscal 2022.

As at July 31, 2024 , we held 1,466,000 pounds of purchased uranium concentrate inventory ( July 31, 2023 :

171,000 pounds).

As at July 31, 2025 , we held 1,356,000 ( July 31, 2024 :

1,466,000 ) pounds of purchased uranium concentrate inventory.

Costs of inventory consisted of the following:

2 unchanged sentences

Material and supplies

Uranium concentrates from production

$ 1,470 $ 215

In-process inventory

Uranium concentrates from extraction

Purchased uranium inventories

72,899 75,440

As at July 31, 2024 , our uranium inventory purchase commitments over the next five fiscal years are as the follows:

Purchase Commitments in Pounds Total Purchase Price

$ 79,279 $ 75,833

As at July 31, 2025 , our uranium inventory purchase commitments over the next five fiscal years are as follows:

Purchase Commitments in Pounds Total Purchase Price

300,000 $ 11,114

Subsequent to July 31, 2024 , we sold 110,000 pounds of purchased uranium inventory for gross proceeds of $ 9,062 .

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2024

MINERAL RIGHTS AND PROPERTIES

Mineral Rights

As at July 31, 2024 , we had 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 and purchase, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium.

As at July 31, 2024 , annual maintenance payments of approximately $ 3.8 million were required to maintain these mineral rights.

As at July 31, 2025 , we owned 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, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium.

As at July 31, 2025 , the carrying value of these mineral rights and properties was as follows:

7 unchanged sentences

172,540 376,523 15,014 564,077

Sweetwater Acquisition

145,749 - - 145,749

Assets retirement obligations (Note 13)

7,688 - - 7,688

Impact of foreign currency translation

6 unchanged sentences

$ (6,389 ) $ ( 112 ) $ - $ (6,501 )

(1 ) - - (1 )

- ( 112 ) - ( 112 )

Impact of foreign currency translation

Balance at July 31, 2024

( 6,389 ) ( 105 ) - ( 6,494 )

Impact of foreign currency translation

( 1,088 ) - - ( 1,088 )

Balance at July 31, 2025

5 unchanged sentences

$ 318,715 $ 375,922 $ 15,014 $ 709,651

During Fiscal 2018 and Fiscal 2019, we had communications and filings with the Ministry of Public Works and Communications (“MOPC”), the mining regulator in Paraguay, whereby the MOPC took the position that certain concessions forming part of the Company’s Yuty, Alto Parana and Colonel Oviedo Projects were not eligible for extension as to exploration or continuation to exploitation in their current stages.

While we remain fully committed to our development path forward in Paraguay, we have filed certain applications and appeals in Paraguay to reverse the MOPC’s position in order to protect our continuing rights in those concessions.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2025

During Fiscal 2025, the Company recognized an addition of $ 7.69 million to asset retirement obligations, with a corresponding increase in mineral rights and properties.

This is a non-cash transaction and therefore has been excluded from the consolidated statements of cash flows.

We have not established proven or probable reserves, as defined by the SEC under the S-K 1300, for any of our mineral projects.

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.

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

Since we commenced uranium extraction at some of 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 details of mineral property expenditures are as follows:

26 unchanged sentences

$ 78,229 $ ( 10,716 ) $ 67,513 $ 28,498 $ ( 8,033 ) $ 20,465

The depreciation expenses for the year ended July 31, 2024 were $ 1,195 ( July 31, 2023:

$ 1,057 , July 31, 2022:

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL S

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2024

The depreciation expenses for the year ended July 31, 2025 was $ 2.88 million, ( July 31, 2024 :

$ 1.20 million, July 31, 2023 :

$ 1.06 million).

RESTRICTED CASH

1 unchanged sentence

Restricted cash will be released upon completion of reclamation of a mineral property or restructuring of a surety and collateral arrangement.

During Fiscal 2022, we received $ 8,550 as a result of the partial release of surety bond collateral related to the Christensen Ranch Mine and Irigaray Processing Facility.

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

8 unchanged sentences

$ 158,137 $ 94,784 $ 52,865

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2025

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash.

2 unchanged sentences

These instruments are maintained at financial institutions in Canada and the U.S.

The maximum credit risk of these assets are the carrying amount less amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S.

The maximum credit risk of these assets is the carrying amount less amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S.

Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent.

As of July 31, 2024, approximately $ 70.7 million of our cash equivalents is held in a single financial institution at one of the largest banks in Canada and subject to concentration risk.

As of July 31, 2025 , approximately $ 133.97 million of our cash and cash equivalents is held in a single financial institution at one of the largest banks in Canada and subject to concentration risk.

The Company does not consider any of its financial assets to be impaired as of July 31, 2025 .

3 unchanged sentences

14.8 %) interest in URC.

In addition, two of our officers are members of URC’s board of directors, and one is also an executive officer of URC.

In addition, two of our officers are members of URC’s board of directors, and two of our officers are also executive officers of URC.

As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during Fiscal 2025 .

Should URC’s outstanding options and warrants be fully exercised, UEC’s ownership interest would decrease from 13.5 % to 13.3 %.

URC is a public company listed on the TSX with the trading symbol URC and on NASDAQ with the trading symbol UROY.

As at July 31, 2024 , the fair value of our investment in URC was approximately $ 43.3 million ( July 31, 2023 - $ 34.2 million).

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 July 31, 2025 , the fair value of our investment in URC was approximately $ 46.56 million ( July 31, 2024 :

$ 43.33 million).

As at July 31, 2025 , we owned 50 % of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”) acquired through the UEX Acquisition completed on August 19, 2022.

1 unchanged sentence

The Company’s 50 % interest in JCU is a joint venture, which is accounted for using the equity method.

We incurred $ 63 in exploration expenditures on behalf of JCU for the year ended July 31, 2024 ( July 31, 2023 :

As at July 31, 2024 , the amount receivable from JCU totaled $ 6 ( July 31, 2023 :

During Fiscal 2025 , Fiscal 2024 and Fiscal 2023 , the changes in carrying value of our equity-accounted investment are summarized as follows:

2 unchanged sentences

$ 24,177 $ - $ 24,177

Share of income

Gain on dilution of ownership interest

Addition from UEX Acquisition

- 24,502 24,502

Capital contribution

- 1,415 1,415

Share of income (loss)

414 ( 2,062 ) ( 1,648 )

Gain on dilution of ownership interest

Foreign exchange difference

2 unchanged sentences

24,611 23,499 48,110

Addition from UEX Acquisition

9,238 - 9,238

8 unchanged sentences

34,978 23,831 58,809

9,238 - 9,238

Capital contribution

- 2,876 2,876

Share of income (loss)

Share of loss

( 265 ) ( 3,115 ) ( 3,380 )

5 unchanged sentences

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINA

NCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

2 unchanged sentences

INVESTMENTS IN EQUITY SECURITIES

On August 19, 2022, we completed the UEX Acquisition (refer to Note 3 ), and our investment in UEX shares in the amount of $ 6,914 as of July 31, 2022 was re-measured to its fair value of $ 5,830 based on the closing price of UEX on August 19, 2022 and transferred as consideration for the UEX Acquisition.

The changes in our investments in equity securities are summarized as follows:

3 unchanged sentences

$ 75,264 $ 38,656

Transferred as consideration for UEX Acquisition (Note 3)

Acquired from UEX Acquisition (Note 3)

Investment in publicly listed companies

Investment in public listed companies

25,695 12,115

9 unchanged sentences

$ 28,470 $ 6,533

The cumulative revaluation adjustment since acquisition of the equity securities held as at July 31, 2024 is a gain of $ 13,900 .

On January 15, 2025, the Company completed the acquisition of 1,428,572 post-consolidated common shares of Anfield ( 1 ) for total consideration of $ 10.46 million pursuant to a subscription agreement between the Company and Anfield.

On February 20, 2025, the Company entered into an indemnification support agreement with Anfield.

Under this agreement the Company provides an indemnity of $ 3.00 million in favour of Anfield for its surety bond and, in return, obtains the right to nominate members to Anfield board of directors in proportion to the Company’s ownership in Anfield.

The indemnity may be canceled by the Company upon delivery of 30 days’ written notice.

On June 20, 2025, the Company acquired an additional 2,266,666 post-consolidated common shares of Anfield by a private agreement for total consideration of $ 14.24 million.

Pursuant to ASC 323 Investments – Equity Method and Joint Ventures, there is a rebuttable presumption that equity method of accounting shall be applied for investments of 20% or more of the investee’s outstanding voting common stock.

As at July 31, 2025, the Company owned 4,978,877 post-consolidated common shares ( 1 ) of Anfield ( July 31, 2024:

1,283,639 on a post-consolidated basis ( 1 ) ), representing approximately 31.8 % ( July 31, 2024:

9.5 %) of the outstanding common shares of Anfield on a non-diluted basis and approximately 37.0 % ( July 31, 2024:

13.1 %) on a partially diluted basis after assuming the exercise of 1,283,639 post - consolidated share purchase warrants of Anfield (the "Anfield Warrants") held by the Company.

As a result, the Company’s investment in Anfield’s common shares is subject to equity method of accounting.

However, as permitted under ASC 825 Financial Instruments, the Company elected to apply the fair value option to account for its investment in Anfield’s common shares.

All subsequent changes in fair value of the common shares of Anfield are recognized in the consolidated statements of operations.

As at July 31, 2025, the fair value of the Company’s investment in Anfield’s common shares was $ 26.14 million ( July 31, 2024:

$ 4.72 million) and the fair value of Anfield Warrants was $ 1.39 million ( July 31, 2024:

$ 1.74 million).

The fair value gain on the Company's investment in Anfield's common shares from the date of the fair value option was elected to July 31, 2025 was $ 1.22 million.

What changed 10-K

Item 9A. Controls and Procedures