URANIUM ENERGY CORP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report. Based on such evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective. It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals. Management’s Report on Internal Control Over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404(a). The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with United States generally accepted accounting principles. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 92 Table of Contents As at July 31, 2025, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the Company’s management concluded that, as of July 31, 2025, the Company’s internal control over financial reporting was effective. The independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report has issued an attestation report on the Company’s internal control over financial reporting which appears herein. Changes in Internal Controls There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter for the fiscal year ended July 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During our fourth quarter ended July 31, 2025, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or any “non-Rule 10b5 - 1 trading arrangement” as defined in Item 408 (c) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance Our current directors and executive officers and their respective ages as of September 23, 2025 are as follows: Name Age Position with the Company Amir Adnani 47 President, Chief Executive Officer, Principal Executive Officer and Director Spencer Abraham 73 Chairman (non-executive) and Director David Kong 79 Director Vincent Della Volpe 83 Director Gloria Ballesta 50 Director Trecia Canty 56 Director Josephine Man 51 Chief Financial Officer, Treasurer, Secretary and Principal Accounting Officer Scott Melbye 63 Executive Vice President Brent Berg 54 Senior Vice President, U.S. Operations 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. 93 Table of Contents 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 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 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. Mr. Adnani serves on the World Nuclear Association board of management, contributing to governance, policy and strategy development. Mr. 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. Fortune magazine distinguished Mr. Adnani on their “40 Under 40, Ones to Watch” list of North American executives. He was selected as one of “Mining’s Future Leaders” by Mining Journal, a UK-based global industry publication. He was also a nominee for Ernst & Young’s “Entrepreneur of the Year” distinction. Mr. 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. Mr. 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. Mr. 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 . Spencer Abraham has served as Chairman (non-executive) of our Board of Directors since March 2017. Mr. Abraham served as Executive Chairman from October 2015 to March 2017 and as the Chairman of our Advisory Board from December 2012 to October 2015. Mr. Abraham is the Chairman and Chief Executive Officer of The Abraham Group LLC, an international strategic consulting firm based in Washington, D.C. President George W. Bush selected Mr. Abraham as the tenth Secretary of Energy of the United States in 2001. During his tenure at the Energy Department from 2001 to 2005, Mr. Abraham developed policies and regulations to ensure the nation’s energy security, was responsible for the U.S. Strategic Petroleum Reserve, oversaw domestic oil and gas development policy and nuclear energy policy, developed relationships with international governments, including members of the Organization of the Petroleum Exporting Countries, and led the landmark nuclear nonproliferation HEU program between the United States and Russia. Mr. Abraham served as a United States Senator for the State of Michigan from 1995 to 2001. At a time when the Trump Administration and U.S. Congress are considering significant issues pertaining to the U.S. uranium mining sector, Mr. Abraham’s expertise in the public policy arena is especially valuable and he is very actively involved in working with the Company to address these matters. Mr. Abraham has served as a director of Two Harbors Investment Corp. (NYSE: TWO) since May 2014, as a director of PBF Energy Inc. (NYSE: PBF) since October 2012 and as a director of NRG Energy, Inc. (NYSE: NRG) since December 2012. Mr. Abraham served as a director of GenOn Energy, Inc. from January to December 2012, when it was acquired by NRG Energy, Inc. Previously, Mr. Abraham served as a director of Occidental Petroleum Corporation (NYSE: OXY) from 2005 to May 2020, as the U.S. Chairman of Areva Inc., the North American subsidiary of Areva, and on the boards of several other public and private companies. Mr. 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. 94 Table of Contents David Kong . 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. Mr. Kong serves as Chairperson of our Audit Committee and is a member of our Compensation Committee, our Corporate Governance and Nominating Committee and our Sustainability Committee. Mr. Kong has also served as a director of GoldMining Inc., a public company listed on the Toronto Stock Exchange (the “ TSX ”) and the NYSE American, since October 2010, as a director of Silvercorp Metals Inc., a public company listed on the TSX and the NYSE American, from November 2011 to September 2023, and as a director of New Pacific Metals Corp., a public company listed on the TSX and the NYSE American, from November 2010 to December 2022. Mr. Kong holds a Bachelor in Business Administration and earned his Chartered Accountant designation (CPA, CA) in British Columbia, Canada, in 1978. Mr. Kong was a partner at Ellis Foster, Chartered Accountants, from 1981 to 2004, before merging with EY (formerly Ernst & Young LLP), Chartered Professional Accountants, in 2005, where he was a partner until 2010. Mr. 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 . Vincent Della Volpe has served on our Board of Directors since July 2007 and also serves as Chairperson of our Compensation Committee and is a member of our Audit Committee and our Corporate Governance and Nominating Committee. Mr. Della Volpe has served as a professional money manager for over 35 years, including as a senior portfolio manager of pension funds for Honeywell Corporation and as Senior Vice President of the YMCA Retirement fund in New York. Throughout his career, Mr. Della Volpe has particularly focused on the management of energy and utility equity portfolios, and he also has experience managing venture capital investments. Mr. 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 . Gloria Ballesta has served on our Board of Directors since July 2018 and also serves as Chairperson of our Corporate Governance and Nominating Committee and is a member of our Audit Committee, our Compensation Committee and our Sustainability Committee. Ms. Ballesta has served as the Chief Executive Officer of Camglo Management SAS, a private company providing software security solutions, since December 2023, and serves as a director of GoldMining Inc., a public company listed on the TSX and the NYSE American, since August 2010. Ms. Ballesta served as the Chief Executive Officer of Content Mode SAS, a contact center based in Colombia, from January 2016 to December 2023. Ms. Ballesta has experience managing administrative and compliance procedures for spin-offs, take-overs and financings of various public companies. Ms. 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 . Trecia Canty has served on our Board of Directors since March 2023 and also serves as Chairperson of our Sustainability Committee. Ms. Canty has over 25 years of experience in finance, strategic transactions, corporate governance, compliance, enterprise risk and ESG and has extensive energy industry experience, including exploration and production, public utilities, pipelines and related businesses in the United States and Canada. Since 2015, Ms. Canty has served as the Senior Vice President, General Counsel and Corporate Secretary and a member of the Executive Committee of PBF Energy Inc. (NYSE: PBF), a Fortune 200 company that is one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. Ms. 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. 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: 95 Table of Contents Josephine Man. Josephine Man has served as our Chief Financial Officer, Treasurer and Secretary since October 2024. Ms. 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. Ms. Man is a Chartered Professional Accountant, Certified Public Accountant (Washington) and Certified Public Accountant (Hong Kong). Ms. 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 . Scott Melbye has served as our Executive Vice President since September 2014. Mr. Melbye is a 42-year veteran of the nuclear energy industry having held key leadership positions in major global uranium mining companies and various industry organizations. He has passionately promoted the growth and competitiveness of the nuclear fuel cycle in supporting nuclear power as a clean, affordable and reliable source of energy to meet the world’s ever-expanding needs. As our Executive Vice President, Mr. 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. Mr. Melbye currently serves as the Chief Executive Officer, President and a director of URC. Previously, Mr. Melbye served as the Vice President, Commercial at Uranium Participation Corporation (now Sprott Physical Uranium Trust) from 2014 to 2018, and concurrently served as an advisor, to the Chairman of Kazatomprom, the world’s leading uranium producer in Kazakhstan, guiding their business transformation process as it related to marketing and sales strategy. Through June 2014, Mr. Melbye was Executive Vice President, Marketing for Uranium One, responsible for global sales activities, where he expanded that company’s forward book, particularly in the emerging markets of the United Arab Emirates and China. He also supported the global investor-relations efforts of the Chief Executive Officer during the time that Uranium One was publicly traded on the TSX. Prior to this, Mr. Melbye spent 22 years with the Cameco Group of companies, both at their Saskatoon head office and with their U.S. subsidiaries. He most recently served as President of Cameco Inc., the subsidiary responsible for managing that company’s world-wide uranium marketing and trading activities (achieving annual sales exceeding 30 million pounds U 3 O 8 through established relationships with most global nuclear utilities). Mr. Melbye’s previous experience includes uranium brokerage and trading at Nukem Inc. in New York, and nuclear fuel procurement at the Palo Verde Nuclear Generating Station in Arizona. Mr. Melbye is currently the President of the Uranium Producers of America (“ UPA ”). The UPA is the domestic mining organization that advocates for U.S. Government policies supportive of national energy, and security and interests of a strong and competitive American uranium industry. He is also a past Chair of the Board of Governors of the World Nuclear Fuel Market. Mr. Melbye is a frequent speaker at nuclear industry conferences and has participated in numerous high-level, United States and Canadian trade missions to markets such as Central Europe, China, India, United Arab Emirates and Mexico. Mr. Melbye has provided expert testimony before 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. In addition, he testified before the U.S. International Trade Commission on uranium imports from Kazakhstan following the dissolution of the Soviet Union. Mr. Melbye received a Bachelor of Science in Business Administration with degree specialization in International Business from Arizona State University in 1984. Brent Berg . Brent Berg has served as our Senior Vice President, U.S. Operations since March 2024. Mr. Berg is a highly qualified mining and mineral processing professional with over 28 years of experience in the minerals industry, including more than 22 years in uranium production in the U.S. and Canada. Mr. Berg is the former President of Cameco Resources, where he led Cameco’s U.S. uranium ISR operations in Wyoming and Nebraska. This experience included management and oversight of Cameco’s ISR facilities and the successful start-up and operation of its North Butte satellite ISR operation in Wyoming. Under his management, U.S. production reached over 2.6 million pounds prior to Cameco curtailing production due to market conditions. Mr. Berg also has extensive open pit and underground mining experience, including Cameco’s Key Lake, McArthur River and Rabbit Lake operations. Most recently, Mr. Berg was the President and Chief Executive Officer of Rare Element Resources Ltd., where he was responsible for overall day-to-day management and operation of that company, including its strategic, financial and operational leadership. Mr. Berg is a Professional Engineer with a B.A.Sc. in Regional Environmental Systems Engineering from the University of Regina and an MBA from the University of Regina. In 2023, Mr. Berg completed a Master of Legal Studies, Magna Cum Laude, from the University of Arizona, with a focus on mining law and policy. 96 Table of Contents Director Qualifications and Experience 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 Directors who have experience serving on mining company boards, in senior leadership roles at mining companies and/or technical expertise in one or more of the following areas: production, mine operations, mine development, exploration, project development and mergers and acquisitions; bring an understanding of our business and oversight of strategy. Senior Leadership Experience Directors who have experience serving in senior leadership roles at large/complex organizations bring strong abilities to motivate others, to identify and develop leadership qualities in others, to achieve strategic priorities and to create long-term value. Public Company Board Experience Directors who have experience serving on other public company boards bring knowledge of the operation of the board and relationships between the board, the chief executive officer and other senior management, insights on key issues, agenda setting, risk oversight, corporate governance, executive compensation and operational and compliance-related matters. International Business Experience Directors who have experience serving on other company boards or in senior leadership roles at other companies that have international operations bring knowledge of diverse business, political, cultural and regulatory environments. Capital Markets Experience Directors who have experience relating to capital markets bring knowledge of investor expectations and perspectives related to capital raising, capital structure, financing transactions, dispositions, mergers, acquisitions and other strategic transactions. 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 our financial reporting and internal control functions. Corporate Governance, Safety, Health, Environment and Sustainability Experience Directors who have experience relating to corporate governance, workplace safety, health, the environment and sustainability bring knowledge of leading practices to oversee strong performance. Government, Regulatory and Public Policy Experience 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 directors: Skill Amir Adnani Spencer Abraham David Kong Vincent Della Volpe Gloria Ballesta Trecia Canty Mining Industry Experience ✔ ✔ ✔ ✔ ✔ ✔ Senior Leadership Experience ✔ ✔ ✔ ✔ Public Company Board Experience ✔ ✔ ✔ ✔ ✔ International Business Experience ✔ ✔ ✔ ✔ ✔ ✔ Capital Markets Experience ✔ ✔ ✔ ✔ Accounting and Financial Reporting Experience ✔ ✔ ✔ ✔ ✔ Corporate Governance, Safety, Health, Environment and Sustainability Experience ✔ ✔ ✔ ✔ ✔ ✔ Government, Regulatory and Public Policy Experience ✔ ✔ 97 Table of Contents Term of Office 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. Significant Employees There are no significant employees other than our executive officers. Family Relationships There is no family relationship between any of our executive officers or directors. Audit Committee 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. Our Audit Committee is comprised of David Kong, Vincent Della Volpe and Gloria Ballesta, all of whom meet the audit committee member independence standards of the NYSE American. Mr. Kong is the Chairperson of the Audit Committee. Our Board of Directors has determined that Mr. 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. 98 Table of Contents 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 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: ● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ● compliance with applicable governmental laws, rules and regulations; ● the prompt internal reporting of violations of the Code to the appropriate person or persons identified in the Code; and ● accountability for adherence to the Code. A copy of the Code can be viewed on our website at: www.uraniumenergy.com. Corporate Governance and Nominating Committee 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. Ms. Ballesta is the Chairperson of the Corporate Governance and Nominating Committee. All of the members of the Corporate Governance and Nominating Committee qualify as independent directors under the listing standards of the NYSE American. The Corporate Governance and Nominating Committee is responsible for developing an appropriate approach to corporate governance issues and compliance with governance rules. 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 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. In nominating candidates, the Corporate Governance and Nominating Committee takes into consideration such factors as it deems appropriate, including skills, knowledge, experience and personal character, as well as the needs of the Company. 99 Table of Contents Director Time Commitments Policy 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 Our Sustainability Committee is comprised of Trecia Canty, David Kong and Gloria Ballesta. Our Board of Directors has determined that each member of the Sustainability Committee meets the independence standards of the NYSE American. Ms. Canty is the Chairperson of the Sustainability Committee. The Sustainability Committee is responsible for oversight of sustainability including environmental, social, health and safety matters. 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 We have adopted a Human Rights Policy (the “ Human Rights Policy ”) that applies comprehensive standards to our operations across all geographic locations regarding the protection of human rights. Our Human Rights Policy can be viewed on our website at www.uraniumenergy.com. Diversity Policy 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. 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. 100 Table of Contents 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: ● personal characteristics, including leadership, character, integrity, accountability, sound business judgment and personal reputation; ● successful business or professional experience; ● 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; and ● diverse perspectives, qualifications and knowledge. The Corporate Governance and Nominating Committee considers nominees recommended by stockholders if such recommendations are made in writing to the Corporate Governance and Nominating Committee and evaluates nominees for election in the same manner whether the nominee has been recommended by a stockholder or otherwise. Conflicts of Interest To our knowledge, and other than as disclosed in this Annual Report, there are currently no known existing or potential conflicts of interest among us, our promoters, directors and officers, or other members of management, or any proposed director, officer or other member of management as a result of their outside business interests, except that certain of the directors and officers serve as directors and officers of other companies and, therefore, it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies. Compliance with Section 16(a) of the Exchange Act Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that all such reports were timely filed during Fiscal 2025 within two business days as required by the SEC. Board Leadership Structure and Role in Risk Oversight 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. Our executive officers report any significant risks that come to their attention to our Board of Directors. Our Audit Committee reviews significant financial and enterprise risks and reports them to our Board of Directors as well. Insider Trading Arrangements and Policies 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. 101 Table of Contents Item 11. Executive Compensation Compensation Discussion and Analysis Oversight of Executive Compensation Program 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. Mr. Della Volpe is the Chairperson of the Compensation Committee. All of the members of the Compensation Committee meet the compensation committee independence standards of the NYSE American. 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. The Compensation Committee of our Board of Directors is responsible for establishing and administering the Company’s executive and director compensation. The responsibilities of the Compensation Committee, as stated in its charter, include the following: ● 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 our other officers, including base compensation, bonus, incentive and equity compensation; and ● 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 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. 102 Table of Contents GGA’s services in Fiscal 2025 included: ● compensation philosophy validation; ● peer group review; ● executive compensation review and recommendations for our Chief Executive Officer, Chief Financial Officer, Executive Vice President and Senior Vice President, U.S. Operations; ● 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; and ● 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. Overview of Executive Compensation Program What We Do ✓ What We Do NOT Do × ✓ DO align annual incentive pay and performance by linking annual incentive compensation to the achievement of performance goals tied to Company strategic objectives. × 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 total stockholder return (“ TSR ”) goals. × NO full single trigger acceleration of annual equity Awards granted to executives. ✓ DO cap payouts for annual incentive awards. × NO executive retirement plans for any of our executives. ✓ DO maintain rigorous stock ownership guidelines (3x base compensation for the CEO and 1x base compensation for other executive officers). × NO compensation or incentives that encourage unnecessary or excessive risk taking. ✓ DO maintain a clawback policy with respect to cash and equity incentive compensation. × NO tax gross ups. ✓ DO conduct annual compensation review and approval of our compensation philosophy and strategy. × NO pledging of any of our securities by directors, executive officers or other employees. ✓ DO appoint a Compensation Committee comprised entirely of independent directors. × NO hedging or derivative transactions by directors, executive officers or other employees involving our securities. ✓ DO use an independent compensation consultant engaged by our Compensation Committee. × NO perquisites for executives. ✓ DO have a majority of executive compensation at risk based on corporate performance. 103 Table of Contents 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. 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 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; and ● 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; ● a substantial portion of total compensation is at risk and linked to individual efforts, as well as divisional and corporate performance. This ensures the link between executive pay and business performance; ● an appropriate portion of total compensation should be equity-based, aligning the interests of executives with stockholders; and ● compensation should be transparent to our Board of Directors, executives and stockholders. Benchmarking Compensation and Peer Groups 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. 104 Table of Contents In Fiscal 2025, the following companies were removed from or added to the Peer Group: Removed from the Peer Group Added to the Peer Group Black Stone Minerals, L.P. Centrus Energy Corp. Filo Corp. (1) NuScale Power Corporation Fission Uranium Corp. (1) Oklo Inc. Note: (1) Filo Corp. was acquired by BHP and Lundin Mining Corporation in 2025. Additionally, Fission Uranium Corp. was acquired by Paladin Energy Ltd. in 2024. 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: Peer Group Cameco Corporation Gulfport Energy Corporation NuScale Power Corporation Centrus Energy Corp. Magnolia Oil & Gas Corporation Oklo Inc. Comstock Resources, Inc. NexGen Energy Ltd. Vital Energy, Inc. Denison Mines Corp. NGEx Minerals Ltd. Energy Fuels Inc. 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. Operations; and ● 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 Our executive compensation program consists of base compensation, short-term incentive awards and long-term incentive equity compensation. Base Compensation Base compensation is the foundation of the compensation program and is intended to compensate competitively relative to comparable companies within our industry and the marketplace where we compete for talent. 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 NEOs is more particularly described below under “Executive Services Agreements”. 105 Table of Contents Short-Term Incentive Awards 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 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 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 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 Base Compensation % of Base Compensation Target Award Corporate Individual Amir Adnani President and Chief Executive Officer $660,000 110% $726,000 90% 10% Josephine Man Chief Financial Officer, Treasurer and Secretary $200,000 50% $100,000 65% 35% Scott Melbye Executive Vice President $335,000 70% $234,500 65% 35% Brent Berg Senior Vice President, U.S. Operations $320,000 50% $160,000 65% 35% Pat Obara (1) Former Secretary, Treasurer and Chief Financial Officer - - - - - Note: (1) Mr. Obara did not participate in the STIP in Fiscal 2025. 106 Table of Contents 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 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 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. Weight Performance Levels Performance Metrics Chief Executive Officer Other Executive Officers Threshold (50% of Target Award) Target (100% of Target Award) Breakthrough (200% of Target Award) Result Payout Operational Objectives 1. Wyoming - Commencing operational ramp up 2. Texas - Commencing construction at the Burke Hollow Project 3. Saskatchewan - Completion of initial economic assessment at the Roughrider Project Operational Objectives: Operational Objectives 31.5% 23% One of three objectives Two of three objectives Three of three objectives Three of three objectives completed Breakthrough 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: Balance Sheet 18% 13% $50 million $75 million $100 million Exceeded $100 million Breakthrough Total Recordable Injury Promote high performing safe environments with no recordable injuries among employees and Illness Incidence Rate 9% 7% Rate below 4.8 Rate below 3.2 Rate below 1.6 and no fatalities Rate: 1.59 and no fatalities Breakthrough Business Development 31.5% 23% Increase production capacity and resources with accretive acquisition Acquisition: Completed Breakthrough Chief Executive Officer: Exceeded Expectations Individual Chief Executive Officer Individual Performance 10% - Below Expectations Met Expectations Exceeded Expectations Performance: Exceeded Expectations Breakthrough Other Executive Other Executive Officers: Met Expectations Individual Officers Individual Performance - 35% Below Expectations Met Expectations Exceeded Expectations Performance: Met Expectations Target 107 Table of Contents 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 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 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, 2025, we had achieved all of our operational objectives. Balance Sheet: 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, 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 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. 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%. 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. 108 Table of Contents Review of Executive Officer Performance 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; and ● 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; and ● 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. Notes: (1) This figure excludes 103,545 pounds and 26,421 pounds of precipitated uranium and dried and drummed concentrate, respectively. (2) 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. 109 Table of Contents Long-Term Incentive (Equity) 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 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 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 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) Measurement Period Performance Criteria Relative TSR (Basis Points) Company TSR vs. Global X Uranium ETF TSR TSR Ranking Company TSR vs. Global X Uranium ETF TSR Performance Multiplier if Absolute Company TSR is Positive over the Measurement Period Performance Multiplier if Absolute Company TSR is Negative over the Measurement Period Grant date to end Three-Year Greater than -2,500 bps Below 33 rd percentile 0% 0% of 36-month Relative TSR against -2,500 bps 33 rd percentile 50% 50% period Global X Uranium ETF 0 bps 50th percentile 100% 100% 2,500 bps 75th percentile and above 200% 100% 110 Table of Contents 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 Weight Performance Criteria Company TSR Ranking vs. Performance Peer Group TSR Performance Multiplier over the Measurement Period Year 1 15% Annual Below 33 rd percentile 0% Relative TSR against 33 rd percentile 50% Performance Peer Group 50 th percentile 100% 75 th percentile and above 200% Year 2 15% Annual Below 33 rd percentile 0% Relative TSR against 33 rd percentile 50% Performance Peer Group 50 th percentile 100% 75 th percentile and above 200% Year 3 15% Annual Below 33 rd percentile 0% Relative TSR against 33 rd percentile 50% Performance Peer Group 50 th percentile 100% 75 th percentile and above 200% Year 1 to Year 3 55% Three Year Below 33 rd percentile 0% Relative TSR against 33 rd percentile 50% Performance Peer Group 50 th percentile 100% 75 th percentile and above 200% Performance Peer Group 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 111 Table of Contents 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 Target Payout Payout Earned Payout Amir Adnani, President and Chief Executive Officer 81,424 units 166% 135,463 shares Scott Melbye, Executive Vice President 22,358 units 166% 37,196 shares Pat Obara, Former Secretary, Treasurer and Chief Financial Officer 17,034 units 166% 28,339 shares Josephine Man, Chief Financial Officer, Treasurer and Secretary - - - Brent Berg, Senior Vice President, U.S. Operations - - - 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 Base Compensation Cash Cash Bonus (1) Non-Equity Incentive Plan (STIP) Stock Awards (LTIP) (2) Stock Options (LTIP) At-Risk Pay Amir Adnani President and Chief Executive Officer 10% 4% 23% 63% - 90% Josephine Man (3) Chief Financial Officer, Treasurer and Secretary 15% - 15% 61% 9% 85% Scott Melbye Executive Vice President 25% 5% 22% 48% - 75% Brent Berg Senior Vice President, U.S. Operations 45% - 24% (2) 32% - 55% Pat Obara (4) Former Secretary, Treasurer and Chief Financial Officer 37% 30% - 33% - 63% Notes: (1) These amounts represent discretionary bonuses paid in the fiscal year. (2) These amounts represent RSUs and PRSUs. (3) Ms. Man was appointed as Chief Financial Officer, Treasurer and Secretary of our Company effective October 1, 2024. (4) 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 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. 112 Table of Contents Executive Compensation Amir Adnani, President and Chief Executive Officer 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. Mr. 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 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. Josephine Man, Chief Financial Officer, Treasurer and Secretary We appointed Josephine Man as our Chief Financial Officer, Treasurer and Secretary effective October 1, 2024. Ms. 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. Mr. 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. Mr. 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. Operations 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. Retirement, Resignation or Termination Plans 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. and Ms. Man contemplates the case of termination due to various provisions whereby the NEOs will receive termination payments, as described below under “Executive Services Agreements”. 113 Table of Contents 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 our risk appetite. Some of the key ways that we currently manage compensation risk are as follows: ● appointed a Compensation Committee which is composed entirely of independent directors to oversee the executive compensation program; ● retained an independent compensation advisor, GGA, to provide advice on the structure and levels of compensation for our executive officers and directors; ● our STIP has a cap on the total amount of payment any position may receive; ● the use of performance based long-term incentive compensation to encourage a focus on long-term corporate performance; ● disclosure of executive compensation to stakeholders; ● established a clawback policy applicable to all cash and equity incentive compensation; and ● adoption of say-on-pay. Clawback Policy 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, 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 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. 114 Table of Contents Anti-Hedging and Anti-Pledging Policy We adopted an Anti-Hedging and Anti-Pledging Policy (the “ Anti-Hedging and Anti-Pledging Policy ”). The Anti-Hedging and Anti-Pledging Policy provides that, unless otherwise previously approved by our Corporate Governance and Nominating Committee, no director, officer or employee of the Company or its subsidiaries or, to the extent practicable, any other person (or their associates) in a special relationship (within the meaning of applicable securities laws) with the Company, may, at any time: (i) purchase financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds that are based on fluctuations of the Company’s debt or equity instruments and that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company; or (ii) purchase Company securities on a margin or otherwise pledge Company securities as collateral for a loan. 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 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 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 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. Executive Officer Total Stock Ownership Total Value of Stock Owned (1) Stock Ownership Requirement Meets Stock Ownership Requirement Amir Adnani President and Chief Executive Officer 5,379,214 $58,579,640 $2,250,000 Yes Josephine Man Chief Financial Officer, Treasurer and Secretary 38,827 $422,826 $285,000 Yes Scott Melbye Executive Vice President 1,041,536 $11,342,327 $365,000 Yes Brent Berg Senior Vice President, U.S. Operations 5,611 $61,104 $342,000 (2) Notes: (1) The total value of stock owned is based on the $10.89 average closing price of our common stock for the 53 days preceding September 23, 2025. (2) Mr. 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, 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 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. 115 Table of Contents Compensation Committee Interlocks and Insider Participation No person who served as a member of our Compensation Committee during Fiscal 2025 was a current or former officer or employee of our Company or engaged in certain transactions with our Company required to be disclosed by regulations of the SEC. Additionally, during Fiscal 2025, there were no Compensation Committee “interlocks”, which generally means that no executive officer of our Company served: (i) as a member of the Compensation Committee (or other Board of Directors’ committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity which had an executive officer serving as a member of our Company’s Compensation Committee; (ii) as a director of another entity which had an executive officer serving as a member of our Company’s Compensation Committee; or (iii) as a member of the Compensation Committee (or other Board of Directors’ committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity which had an executive officer serving as a director of our Company. Compensation Committee Report 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 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 Named Executive Officers during each of the fiscal years ended July 31, 2025, 2024 and 2023: Name and Principal Position Year Salary (1) Bonus Stock Awards (2) Option Awards Non-Equity Incentive Plan Compensation (3) Non-Qualified Deferred Compensation Earnings All Other Compensation Total Amir Adnani 2025 $ 660,000 $ 246,193 (4) $ 3,998,055 $ - $ 1,452,000 $ - $ - $ 6,356,248 (11) President and 2024 575,000 - 3,640,453 - 1,150,000 - - 5,365,453 (11) Chief Executive 2023 478,000 - 2,026,264 240,516 (5) 956,000 - - 3,700,780 (11) Officer Josephine Man (7) 2025 166,667 - 674,812 99,954 (6) 160,000 - - 1,101,432 Chief Financial 2024 - - - - - - - - Officer, Treasurer 2023 - - - - - - - - and Secretary Scott Melbye 2025 351,749 67,605 (4) 671,516 - 300,000 - - 1,390,871 Executive 2024 301,153 - 554,345 - 284,200 - - 1,139,698 Vice President 2023 277,644 - 344,894 40,939 (5) 170,000 - - 833,477 Brent Berg (8) 2025 320,000 - 227,901 - 170,000 - - 717,901 Senior Vice 2024 115,282 60,000 (9) 110,319 - - - - 285,601 President, U.S. 2023 - - - - - - - - Operations Pat Obara (10) 2025 243,800 201,504 (4) 221,930 - - - - 667,234 Former 2024 216,000 - 316,251 - 252,000 - - 784,251 Secretary, 2023 152,023 - 280,229 33,262 (5) 186,462 - - 651,976 Treasurer and Chief Financial Officer 116 Table of Contents Notes: (1) 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. (2) These amounts represent the aggregate grant date fair value of RSUs and PRSUs for the fiscal years noted. 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. The following assumptions were used to value the PRSUs granted on July 31, 2025: expected risk free interest rate: 3.56%; expected volatility: 60.70%; expected dividend yield: 0%; expected life in years: 3.0; and average correlation: 38.47%. 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. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 26, 2024: expected risk free interest rate: 4.20%; expected volatility: 73.50%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 83.80%. For Fiscal 2023, the grant date fair value of each RSU is $3.32 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2023, and the grant date fair value of each PRSU is $3.35 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. The following assumptions were used to value the PRSUs granted on July 31, 2023: expected risk free interest rate: 4.52%; expected volatility: 84.56%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 81.22%. (3) 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. (4) These amounts represent discretionary bonuses paid in the fiscal year noted. (5) These amounts represent the aggregate grant date fair value of PSOs which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the PSOs granted on July 31, 2023: exercise price: $3.98; expected risk free interest rate: 4.14%; expected annual volatility: 79.46%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $2.09. (6) 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: $6.21; expected risk free interest rate: 3.48%; expected annual volatility: 79.75%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $4.09. (7) Ms. Man was appointed as Chief Financial Officer, Treasurer and Secretary of our Company effective October 1, 2024. (8) Mr. Berg was appointed as Senior Vice President, U.S. Operations of our Company effective March 21, 2024. (9) This amount represents a one-time sign-on bonus paid to Mr. Berg. (10) On October 1, 2024, Mr. Obara stepped down as Secretary, Treasurer and Chief Financial Officer and was appointed as Senior Vice President, Administration of our Company effective October 1, 2024. He ceased to be an executive officer of the Company as of such date. (11) This compensation reflects all amounts paid, both directly and indirectly through Adnani Corp. 117 Table of Contents Grants of Plan Based Awards We granted awards to the Named Executive Officers in Fiscal 2025, as follows: Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) Estimated Future Payouts Under Equity Incentive Plan Awards All Other Stock Awards: Number of All Other Option Awards: Number of Exercise Price of Grant Date Fair Value of Stock and Name Award Type (1) Grant Date Threshold ($) Target ($) Maximum ($) Threshold Target Maximum Shares of Stock or Units Securities Underlying Options Option Awards ($) Option Awards ($) Amir Adnani STIP August 1, 2024 248,655 497,310 1,452,000 - - - - - - - President and RSU July 31, 2025 - - - - - - 330,682 - - 2,870,320 (3) Chief PRSU July 31, 2025 - - - 175,000 350,000 700,000 - - - 1,127,735 (4) Executive Officer Josephine Man (7) STIP October 1, 2024 38,625 77,250 200,000 - - - - - - - Chief Financial Option October 1, 2024 - - - - - - - 24,415 6.21 99,954 (5) Officer, Treasurer RSU October 1, 2024 - - - - - - 16,103 - - 100,000 (6) and Secretary RSU July 31, 2025 - - - - - - 48,295 - - 419,201 (3) PRSU July 31, 2025 - - - 24,148 48,295 96,590 - - - 155,611 (4) Scott Melbye STIP August 1, 2024 90,576 181,151 469,000 - - - - - - - Executive Vice RSU July 31, 2025 - - - - - - 56,420 - - 489,726 (3) President PRSU July 31, 2025 - - - 28,210 56,420 112,840 - - - 181,791 (4) Brent Berg STIP August 1, 2024 61,800 123,600 320,000 - - - - - - - Senior Vice RSU July 31, 2025 - - - - - - 19,148 - - 166,205 (3) President, U.S. PRSU July 31, 2025 - - - 9,574 19,148 38,296 - - - 61,697 (4) Operations Pat Obara (8) STIP - - - - - - - - - - - Former Secretary, RSU July 31, 2025 - - - - - - 25,568 - - 221,930 (3) Treasurer and PRSU - - - - - - - - - - - Chief Financial Officer 118 Table of Contents Notes: (1) 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. (2) These figures represent possible payouts pursuant to the STIP for Fiscal 2025. (3) 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. (4) 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. The following assumptions were used to value the PRSUs granted on July 31, 2025: expected risk free interest rate: 3.56%; expected volatility: 60.70%; expected dividend yield: 0%; expected life in years: 3.0; and average correlation: 38.47%. (5) 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: $6.21; expected risk free interest rate: 3.48%; expected annual volatility: 79.75%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $4.09. (6) The grant date fair value of each RSU is $6.21 per share based on the most recent closing price of our common stock as of the grant date of October 1, 2024. (7) Ms. Man was appointed as Chief Financial Officer, Treasurer and Secretary of our Company effective October 1, 2024. (8) On October 1, 2024, Mr. Obara stepped down as Secretary, Treasurer and Chief Financial Officer and was appointed as Senior Vice President, Administration of our Company effective October 1, 2024. He ceased to be an executive officer of the Company as of such date. 119 Table of Contents Outstanding Equity Awards The following table sets forth information as at July 31, 2025, relating to equity Awards that have been granted to the Named Executive Officers: Option Awards Stock Awards Name Award Type (1) Grant Date Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) (2) Market Value of Shares or Units of Stock That Have Not Vested ($) (3) Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) (4) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($) (5) Amir Adnani PSO (6) July 31, 2023 76,610 38,305 3.98 July 31, 2033 - - - - President RSU (7) July 31, 2023 - - - - 132,564 1,149,330 - - and RSU July 26, 2024 - - - - 264,481 2,293,050 - - Chief RSU July 31, 2025 - - - - 330,682 2,867,013 - - Executive PRSU (7) July 31, 2023 - - - - - - 210,897 705,926 Officer PRSU July 26, 2024 - - - - - - 270,492 1,462,454 PRSU July 31, 2025 - - - - - - 350,000 1,127,735 Josephine Option (8) July 16, 2020 40,000 - 0.91 July 16, 2030 - - - - Man (10) Option (8) July 21, 2021 11,440 - 2.15 July 21, 2031 - - - - Chief Financial Option (8) July 29, 2022 15,000 - 3.98 July 29, 2032 - - - - Officer, Treasurer Option (8) July 31, 2023 15,000 - 3.32 July 31, 2033 - - - - and Secretary Option (8) October 1, 2024 6,104 18,311 6.21 October 1, 2034 - - - - RSU October 1, 2024 - - - - 16,103 139,613 - - RSU July 31, 2025 - - - - 48,295 418,718 - - PRSU July 31, 2025 - - - - - - 48,295 155,611 Scott Melbye Option (8) July 30, 2019 125,000 - 0.9421 July 30, 2029 - - - - Executive Option (8) July 16, 2020 125,000 - 0.91 July 16, 2030 - - - - Vice PSO (9) July 16, 2020 225,000 - 1.10 July 16, 2030 - - - - President PSO (6) July 31, 2023 13,040 6,520 3.98 July 31, 2033 - - - - RSU July 31, 2023 - - - - 22,564 195,630 - - RSU July 26, 2024 - - - - 40,274 349,176 - - RSU July 31, 2025 - - - - 56,420 489,161 - - PRSU July 31, 2023 - - - - - - 35,897 120,156 PRSU July 26, 2024 - - - - - - 41,189 222,694 PRSU July 31, 2025 - - - - - - 56,420 181,791 Brent Berg Option (8) March 21, 2024 17,919 17,918 6.72 March 21, 2034 - - - - Senior Vice RSU July 26, 2024 - - - - 8,015 69,490 - - President, RSU July 31, 2025 - - - - 19,148 166,013 - - U.S. PRSU July 26, 2024 - - - - - - 8,197 44,318 Operations PRSU July 31, 2025 - - - - - - 19,148 61,697 Pat Obara (11) Option (8) July 30, 2019 50,000 - 0.9421 July 30, 2029 - - - - Former Option (8) July 16, 2020 125,000 - 0.91 July 16, 2030 - - - - Secretary, PSO (9) July 16, 2020 250,000 - 1.10 July 16, 2030 - - - - Treasurer and PSO (6) July 31, 2023 10,594 5,298 3.98 July 31, 2033 - - - - Chief RSU July 31, 2023 - - - - 18,334 158,956 - - Financial RSU July 26, 2024 - - - - 38,404 332,963 - - Officer RSU July 31, 2025 - - - - 25,568 221,675 - - PRSU July 31, 2023 - - - - - - 29,167 97,629 PRSU July 26, 2024 - - - - - - 39,276 212,351 120 Table of Contents Notes: (1) Option – refers to stock options granted under our Stock Incentive Plan. PSO – refers to performance stock options granted under our Stock Incentive Plan. 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. (2) RSUs granted on July 29, 2022 vest in substantially equal installments on each of July 29, 2023, 2024 and 2025. RSUs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026. RSUs granted on July 26, 2024 vest in substantially equal installments on each of July 29, 2025, 2026 and 2027. (3) The value shown is based on the closing price of our common stock of $8.67 per share on July 31, 2025. (4) Represents unearned shares under target PRSUs granted on July 31, 2023, July 26, 2024 and July 31, 2025. The PRSUs granted on July 31, 2023 cliff vest on July 31, 2026 depending on a three-year relative TSR performance. 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. (5) 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. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 31, 2023: expected risk free interest rate: 4.52%; expected volatility: 84.56%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 81.22%. The grant date fair value of each PRSU granted on July 26, 2024 is $5.41 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. The following assumptions were used to value the PRSUs granted on July 26, 2024: expected risk free interest rate: 4.20%; expected volatility: 73.50%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 83.80%. The grant date fair value of each PRSU granted on July 31, 2025 is $3.22 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 31, 2025: expected risk free interest rate: 3.56%; expected volatility: 60.70%; expected dividend yield: 0%; expected life in years: 3.0; and average correlation: 38.47%. (6) PSOs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026. (7) Indirectly held by the Named Executive Officer. (8) Stock options granted on July 30, 2019, July 16, 2020, July 21, 2021, July 29, 2022, July 31, 2023, March 21, 2024 and October 1, 2024 vest as to one-eighth on each day which is three and six months, respectively, from the date of grant and one-quarter on each day which is 12, 18 and 24 months, respectively, from the date of grant. (9) PSOs granted on July 16, 2020 vest in substantially equal installments on each of July 16, 2021, 2022 and 2023. (10) Ms. Man was appointed as Chief Financial Officer, Treasurer and Secretary of our Company effective October 1, 2024. (11) On October 1, 2024, Mr. Obara stepped down as Secretary, Treasurer and Chief Financial Officer and was appointed as Senior Vice President, Administration of our Company effective October 1, 2024. He ceased to be an executive officer of the Company as of such date. 121 Table of Contents Option Exercises and Stock Vested The following table sets forth the value realized on stock options exercised and stock Awards vested for the Named Executive Officers for Fiscal 2025: Option Awards Stock Awards Name Number of Shares Acquired on Exercise Value Realized on Exercise ($) Number of Shares Acquired on Vesting Value Realized on Vesting (1) ($) Amir Adnani, President and Chief Executive Officer - - 448,308 3,989,194 Josephine Man, Chief Financial Officer, Treasurer and Secretary - - - - Scott Melbye, Executive Vice President - - 93,087 829,857 Brent Berg, Senior Vice President, U.S. Operations - - 4,007 36,023 Pat Obara, Former Secretary, Treasurer and Chief Financial Officer - - 75,924 675,337 Note: (1) 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 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 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 Our non-executive directors receive an annual retainer consisting of cash and equity compensation for their annual service. The value and form of equity Awards granted to each director is based on the experience of the director, time spent on Company matters and the compensation paid to directors of other companies in the industry. In Fiscal 2025, RSUs and stock options were awarded to our non-executive directors. The RSUs vest over 36 months. The stock options vest over 24 months. The following table sets forth information relating to compensation paid to our non-employee directors for Fiscal 2025: Name (1) Fees Earned Or Paid In Cash Stock Awards (2) Option Awards (3) Non-Equity Incentive Plan Compensation Non-Qualified Deferred Compensation Earnings All Other Compensation Total Spencer Abraham $ 170,000 $ 146,597 $ 139,322 $ - $ - $ - $ 455,919 David Kong 73,000 59,180 56,244 - - - 188,424 Gloria Ballesta 65,500 59,180 56,244 - - - 180,924 Vincent Della Volpe 65,500 59,180 56,244 - - - 180,924 Trecia Canty 48,000 59,180 56,244 - - - 163,424 122 Table of Contents Notes: (1) Information for Mr. Adnani is disclosed above in the “Summary Compensation Table” and is not reported in the “Director Compensation” table of this Annual Report. (2) These amounts represent the grant date fair value of RSUs. 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. RSUs granted on July 31, 2025 vest in substantially equal installments on each of July 31, 2026, 2027 and 2028. (3) 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 July 31, 2025: exercise price: $8.68; expected risk free interest rate: 3.92%; expected annual volatility: 74.26%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $5.49. As at July 31, 2025, our directors held stock options to acquire an aggregate of 1,123,454 shares of our common stock as follows: Spencer Abraham: 191,073 stock options; Amir Adnani: 114,915 stock options including PSOs; David Kong: 189,331 stock options; Vincent Della Volpe: 236,290 stock options; Gloria Ballesta: 243,290 stock options; and Trecia Canty: 148,555 stock options. 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. Mr. Adnani does not receive additional compensation in connection with his service as a director. Mr. 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. Mr. Abraham serves as our Chairman (non-executive). Mr. Kong serves as Chairperson of our Audit Committee. Mr. Della Volpe serves as Chairperson of our Compensation Committee. Ms. Ballesta serves as Chairperson of our Corporate Governance and Nominating Committee. Ms. 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. Retainer Board Position Fiscal 2025 Fiscal 2026 Chairperson (non-executive) $ 170,000 $ 170,000 Non-Executive Director $ 38,000 $ 40,000 Audit Committee Chairperson $ 12,500 $ 12,500 Compensation Committee Chairperson $ 10,000 $ 10,000 Corporate Governance and Nominating Committee Chairperson $ 5,000 $ 5,000 Sustainability Committee Chairperson $ 5,000 $ 5,000 Audit Committee Members including the Chairperson $ 7,500 $ 7,500 Committee Members other than Audit including the Chairperson (1) $ 5,000 $ 5,000 Note: (1) 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. In addition to such annual retainer fees, our non-executive directors may, from time to time, receive equity compensation, which is granted on a discretionary basis. 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. 123 Table of Contents Pay Ratio 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) was $68,387; and ● the annual total compensation of our CEO, including incentive based compensation, as reported in the “Summary Compensation Table” above, was $6,356,248. Based on this information, for Fiscal 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 93 to 1. We believe our CEO Pay Ratio for Fiscal 2025 demonstrates our pay-for-performance philosophy. Our compensation program consists of both fixed and variable components and is designed to motivate all employees to produce superior short and long-term corporate performance. The ratio of our CEO’s base compensation to the base compensation of our median employee was approximately 93 to 1 because our compensation philosophy aims to position the fixed portion of our CEO’s compensation near the 50 th percentile of his position per the Peer Group review conducted by GGA. 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 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, 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. We do not have part-time, temporary and seasonal employees; ● to identify the median employee from our employee population, we examined the annual base compensation and annual bonus target for Fiscal 2025 for all full-time, part-time and temporary employees employed by us and our consolidated subsidiaries at the start of business on July 31, 2025. We believe that these pay elements are appropriate because it was impractical to gather actual data from multiple payroll systems utilized to pay our worldwide workforce, and the actual achievement of the variable portion of compensation can vary widely from year to year; ● we annualized compensation for any permanent employees that were only employed for part of Fiscal 2025; ● no adjustments were made for cost-of-living differences; ● an average exchange rate for the U.S. dollar for Fiscal 2025 was applied to compensation reported in a foreign currency; and ● all employees except for our CEO were ranked from lowest to highest with the median determined from this list. Once we identified our median employee, we combined all of the elements of such employee’s compensation for Fiscal 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $68,387. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our “Summary Compensation Table” included above. 124 Table of Contents The CEO Pay Ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the CEO Pay Ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Executive Services Agreements Adnani Services Agreement On July 24, 2013, our Board of Directors approved the entering into of a services agreement with Adnani Corp. with an initial term commencing retroactively on July 1, 2013, as supplemented by letter agreements dated August 1, 2015 and September 24, 2024 (collectively the “ Adnani Agreement ”). The Adnani Agreement is subject to automatic renewal on a three-month to three-month term renewal basis unless either the Company or Adnani Corp. provides written notice not to renew the Adnani 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 Adnani Agreement: (i) through Adnani Corp., Mr. Adnani provides various consulting services to the Company which are in addition to his duties and responsibilities as our President and Chief Executive Officer; and (ii) we shall pay to Adnani Corp. a monthly fee of $34,000. Effective on April 1, 2020, due to the COVID-19 pandemic, the monthly fee payable to Adnani Corp. was reduced on a non-accrued basis from its original and stated amount to $16,830. Effective on October 1, 2020 and again effective on May 31, 2021, the monthly fee payable to Adnani Corp. was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively. Effective on May 31, 2021 and again effective on March 1, 2022, the monthly fee payable to Adnani Corp. was increased to $36,666 and $38,500, respectively. 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 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. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of four months of the then monthly fee for each full year, and any portion thereof, of the initial term effective from July 23, 2009 and any renewal period during which the Adnani Agreement was in force and effect and during which Adnani Corp. rendered services thereunder, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. within 14 calendar days of the effective termination date; (ii) any expense payment reimbursements which would then be due and owing by the Company to Adnani Corp. to the effective termination date, payable within 14 calendar days of the effective termination date (the “ Adnani Outstanding Expense Reimbursements ”); (iii) subject to applicable provisions of the Adnani Agreement and the Company’s Stock Incentive Plan, all of Mr. Adnani’s then issued and outstanding stock-based equity Awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of two years from the effective termination date (the “ Adnani Options Extension ”); (iv) confirmation that all of Adnani Corp.’s and Mr. Adnani’s then benefits coverage would be extended to Mr. Adnani for a period ending two years from the effective termination date (the “ Adnani Benefits Extension ”); and (v) confirmation that all other unvested LTIP compensation then granted vests and is exercisable in accordance with the terms of the Stock Incentive Plan (the “ Adnani LTIP Vesting ”). If the Company elects to terminate the Adnani Agreement without just cause (as defined therein), or if Adnani Corp. terminates the Adnani Agreement for just cause, for good reason or for good reason as a result of a change of control (each as also defined therein), and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of 24 months of the then monthly fee, together with a cash payment equating to two times the sum of Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. within 14 calendar days of the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension; (iv) the Adnani Benefits Extension; and (v) the Adnani LTIP Vesting. 125 Table of Contents If Adnani Corp. elects to terminate the Adnani Agreement, except for just cause, or if the Company terminates the Adnani Agreement for just cause, Adnani Corp. is not entitled to a termination package of any kind. The Adnani Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Adnani, in which case the Company shall be obligated to provide a termination package to Adnani Corp. or Mr. Adnani’s estate as follows, provided that Adnani Corp. is or was in compliance with the relevant terms and conditions of the Adnani Agreement: (i) a cash payment equating to an aggregate of 12 months of the then monthly fee, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. or Mr. Adnani’s estate within 14 calendar days of the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; and (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension. Melbye Executive Employment Agreement On December 15, 2014, our Board of Directors approved the entering into of an executive services agreement with Scott Melbye, as amended by a letter agreement, dated for reference effective as at May 1, 2016, with an initial term commencing retroactively on September 1, 2014 and expiring on February 28, 2017 (collectively, the “ Melbye Agreement ”). The Melbye Agreement is subject to automatic renewal on a one-month to one-month term renewal basis unless either the Company or Mr. Melbye provides written notice not to renew the Melbye Agreement no later than 30 calendar days prior to the end of the then current or renewal term. Pursuant to the terms and provisions of the Melbye Agreement: (i) Mr. Melbye shall provide duties to us commensurate with his position as our Executive Vice President; and (ii) we shall pay to Mr. Melbye a monthly fee of $20,833. Effective on April 1, 2020, due to the COVID-19 pandemic, the monthly fee payable to Mr. Melbye was reduced on a non-accrued basis from its original and stated amount to $12,187.50. Effective on October 1, 2020 and again effective on May 31, 2021, the monthly fee payable to Mr. Melbye was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively. Effective on March 1, 2022 and again effective on August 1, 2023, the monthly fee payable to Mr. Melbye was increased to $21,875 and $24,166.67, respectively. 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. Melbye is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) a cash payment equating to any outstanding fees and bonuses which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “ Melbye Outstanding Fees and Bonuses ”); (ii) any expense payment reimbursements which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “ Melbye Outstanding Expense Reimbursements ”); (iii) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “ Melbye Outstanding Vacation Pay ”); (iv) subject to applicable provisions of the Melbye Agreement and the Company’s then Stock Incentive Plan, all of Mr. Melbye’s then issued and outstanding stock-based equity Awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of 90 calendar days from the effective termination date (the “ Melbye Options Extension ”); and (v) confirmation that all of Mr. Melbye’s then benefits coverage would be extended to Mr. Melbye for a period ending 90 calendar days from the effective termination date (the “ Melbye Benefits Extension ”). If the Company elects to terminate the Melbye Agreement without just cause (as defined therein), or if Mr. Melbye terminates the Melbye Agreement for just cause, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) all Melbye Outstanding Fees and Bonuses, together with a cash payment equating to any additional fees which Mr. Melbye would have been entitled to receive until the end of the applicable initial term or renewal period; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; (iv) the Melbye Options Extension; and (v) the Melbye Benefits Extension. If Mr. Melbye elects to terminate the Melbye Agreement, except for just cause, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the Melbye Agreement, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) all Melbye Outstanding Fees and Bonuses; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; and (iv) subject to applicable provisions of the Melbye Agreement, all of Mr. 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 90 calendar days from the effective termination date. 126 Table of Contents If the Company elects to terminate the Melbye Agreement for just cause, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) a cash payment equating to any outstanding fees which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date; (ii) all Melbye Outstanding Expense Reimbursements; and (iii) all Melbye Outstanding Vacation Pay. The Melbye Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Melbye, in which case the Company shall be obligated to provide a severance package to Mr. Melbye or Mr. Melbye’s estate as follows, provided that Mr. Melbye is or was in compliance with the relevant terms and conditions of the Melbye Agreement: (i) all Melbye Outstanding Fees and Bonuses; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; and (iv) subject to applicable provisions of the Melbye Agreement, all of Mr. 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: (i) Ms. 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; and (ii) Ms. 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. 127 Table of Contents If Ms. 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, or 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, or 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 Mr. 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. Obara (the “ Obara Employment Arrangement ”). The Obara Employment Arrangement is subject to automatic renewal on a three-month to three-month basis unless the Company provides written notice not to renew the Obara Employment Arrangement no later than 90 days prior to the end of the then current or renewal term. Pursuant to the terms of the Obara Employment Arrangement: (i) Mr. Obara provides various employment services to the Company; (ii) Mr. Obara is entitled to receive a monthly employment salary; (iii) Mr. Obara is entitled to participate in the Company’s group benefits plan; and (iv) Mr. Obara is entitled to four weeks’ paid vacation per year of employment. Effective on August 1, 2023, and again effective on August 1, 2024, the monthly employment salary payable to Mr. Obara was increased to $16,666.67 and $19,166.67, respectively. If the Company elects to not renew the Obara Employment Arrangement or if any party elects to terminate the Obara Employment Arrangement, Mr. Obara’s obligation to provide the services to the Company will continue only until the effective termination date and the Company shall be obligated to provide to Mr. Obara: (i) any salary which would then be due and owing by the Company to Mr. Obara to the effective termination date; (ii) any expense payment reimbursements which would then be due and owing by the Company to Mr. Obara to the effective termination date; (iii) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr. Obara to the effective termination date; (iv) subject to applicable provisions of the Obara Employment Arrangement and the Company’s then Stock Incentive Plan, the vested portion of all Mr. Obara’s then issued and outstanding stock-based equity Awards in and to the Company as at the effective termination date shall continue to be exercisable for a period of 90 calendar days following the effective termination date; and (v) confirmation that all of Mr. Obara’s then benefits coverage would be covered until the effective termination date. Berg Executive Employment Services Agreement On February 6, 2024, our Board of Directors approved the entering into of an executive employment services agreement with Brent Berg, together with the Company’s wholly-owned subsidiary, UEC Wyoming, with an initial term commencing on March 21, 2024 and expiring on March 21, 2026 (the “ Term ” and, collectively, the “ Berg Agreement ”). The Berg Agreement Term is subject to automatic renewal on a 90-day to 90-day renewal basis unless either the Company or Mr. Berg provides written notice not to renew the Berg Agreement no later than 90 days prior to the end of the then current or renewal term. 128 Table of Contents Pursuant to the terms and provisions of the Berg Agreement: (i) Mr. Berg provides various employment services to UEC Wyoming and the Company which are inclusive of his duties and responsibilities commensurate with his position as our Company’s Senior Vice-President, U.S. Operations; and (ii) Mr. Berg is entitled to (a) a gross monthly salary of $26,666.67 (the “ Monthly Salary ”); representing $320,000 on a yearly basis (the “ Annual Salary ”); (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 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. Berg is in compliance with the relevant terms and conditions of the Berg Agreement, the Company shall be obligated to provide a termination package to Mr. Berg as follows: (i) a cash payment equating to any outstanding Monthly Salary, Vacation pay and annual performance Bonus, STIP Bonus and LTIP Bonus entitlements (if any and calculated pro rata up to the effective termination date) earned by Mr. Berg to the effective termination date (collectively, the “ Outstanding Amounts ”); (ii) a cash payment equal to any Monthly Salary that would be due and owing to the end of, respectively, the then Term or renewal period of the Berg Agreement (the “ Termination Amount ”); (iii) confirmation that all of Mr. Berg’s then Benefits coverage would be extended for a period ending three months from the effective termination date (the “ Benefits Extension ”); and (iv) 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 shall be entitled to then exercise any unexercised and the fully vested portion of any stock options for a period of three months from the effective date of termination (the “ Initial Options Extension ”); with all cash payments being due and owing within 30 days of the effective termination date. If the Company elects to terminate the Berg Agreement without just cause (as defined therein), or if Mr. Berg terminates the Berg Agreement for just cause, and provided that Mr. Berg is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a termination package to Mr. Berg as follows: (i) a cash payment equal to all Outstanding Amounts to the effective termination date; (ii) a cash payment equal to the Termination Amount to the effective date of termination; (iii) confirmation of the Benefits Extension; and (iv) confirmation of the Initial Options Extension; with all cash payments being due and owing within 30 days of the effective termination date. If Mr. Berg elects to terminate the Berg Agreement, except for just cause, and provided that Mr. Berg is in compliance with the relevant terms and conditions of the Berg Agreement, or if the Company elects to termination the Berg Agreement for just cause, then the Company shall only be obligated to provide Mr. Berg a cash payment equal to all Outstanding Amounts to the effective termination date; with the cash payment being due and owing within 30 days of the effective termination date. The Berg Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Berg, in which case the Company shall be obligated to provide a termination package to Mr. Berg, or Mr. Berg’s estate as the case may be, as follows, provided that Mr. Berg is or was in compliance with the relevant terms and conditions of the Berg Agreement: (i) a cash payment equal to all Outstanding Amounts to the effective termination date; (ii) if disabled only, confirmation of the Benefits Extension; 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, or 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. 129 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of our common stock as of September 23, 2025, by: ● 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. 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. For the purposes of the information provided below, shares that may be issued upon the exercise or conversion of stock options, warrants and other rights to acquire shares of our common stock that are exercisable or convertible within 60 days following September 23, 2025, are deemed to be outstanding and beneficially owned by the holder for the purpose of computing the number of shares and percentage ownership of that holder, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership (1) Percentage of Beneficial Ownership Directors and Named Executive Officers: Amir Adnani 5,458,824 (2) 1.2% Spencer Abraham 855,866 (3) * David Kong 280,061 (4) * Vincent Della Volpe 427,011 (5) * Trecia Canty 145,643 (6) * Gloria Ballesta 329,671 (7) * Scott Melbye 1,529,576 (8) * Brent Berg 32,489 (9) * Josephine Man 137,843 (10) * Pat Obara 1,288,811 (11) * All directors and executive officers as a group (9 persons) 9,196,984 (12) 2.0% 5% Stockholders : T. Rowe Price Associates, Inc. 1307 Point Street Baltimore, MD, U.S.A., 21231 56,674,925 (13) 12.2% BlackRock, Inc. 50 Hudson Yards New York, NY, U.S.A., 10001 29,529,945 (14) 6.4% Global X Management Company LLC 605 3rd Avenue, 43rd Floor New York, NY, U.S.A., 10158 23,742,499 (15) 5.1% State Street Corporation 1 Congress Street, Suite 1 Boston, MA, U.S.A., 02114 23,461,520 (16) 5.0% Notes: * Less than one percent. 130 Table of Contents (1) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition of the security. Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares of common stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. 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 23, 2025, there were 464,704,265 shares of our common stock issued and outstanding. (2) This figure represents (i) 5,379,214 shares of our common stock held directly or indirectly by Mr. Adnani, (ii) 3,000 shares of our common stock held of record by Mr. Adnani’s wife and (iii) stock options to purchase 76,610 shares of our common stock, which have vested or will vest within 60 days of the date hereof. (3) This figure represents (i) 705,859 shares of our common stock held directly by Mr. Abraham and (ii) stock options to purchase 150,007 shares of our common stock, which have vested or will vest within 60 days of the date hereof. (4) This figure represents (i) 182,237 shares of our common stock held directly by Mr. Kong and (ii) stock options to purchase 97,824 shares of our common stock, which have vested or will vest within 60 days of the date hereof. (5) This figure represents (i) 207,228 shares of our common stock held directly by Mr. Della Volpe and (ii) stock options to purchase 219,783 shares of our common stock, which have vested or will vest within 60 days of the date hereof. (6) This figure represents (i) 13,595 shares of our common stock held directly by Ms. Canty and (ii) stock options to purchase 132,048 shares of our common stock, which have vested or will vest within 60 days of the date hereof. (7) This figure represents (i) 102,888 shares of our common stock held directly by Ms. Ballesta and (ii) stock options to purchase 226,783 shares of our common stock, which have vested or will vest within 60 days of the date hereof. (8) This figure represents (i) 1,041,536 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. (9) This figure represents (i) 5,611 shares of our common stock held directly by Mr. 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. (10) 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. (11) 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. (12) 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. (13) This information is based on a Schedule 13G filed with the SEC by T. Rowe Price Associates, Inc. on September 8, 2025. (14) This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 26, 2024. (15) This information is based on a Schedule 13G/A filed with the SEC by Global X Management Company LLC on August 14, 2025. (16) This information is based on a Schedule 13G filed with the SEC by State Street Corporation on August 12, 2025. Changes in Control We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may, at a subsequent date, result in a change in our control. Item 13. Certain Relationships and Related Transactions, and Director Independence Related Party Transactions 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. 131 Table of Contents During Fiscal 2025 and Fiscal 2024, the Company incurred $28,509 and $28,384, respectively, in G&A costs paid to Blender Media Inc. (“ Blender ”), a company controlled by Arash Adnani, a direct family member of our President and Chief Executive Officer, for various services, including information technology, corporate branding, media, website design, maintenance and hosting, provided to our Company. Our President and Chief Executive Officer does not sit on any of our Board of Directors’ key committees: Audit Committee; Compensation Committee; Corporate Governance and Nominating Committee; or Sustainability Committee. Blender is an award-winning design agency and a leader of investor marketing in North America. Blender works with over 500 private and publicly traded companies on all major stock exchanges, including the NYSE, NASDAQ and TSX. As of July 31, 2025, the amount owing to Blender totaled $108 (July 31, 2024: $1,456). 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 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. Item 14. Principal Accounting Fees and Services PricewaterhouseCoopers LLP has served as our independent registered public accounting firm and audited our financial statements for the fiscal years ended July 31, 2025 and 2024. Aggregate fees for professional services rendered to us by our auditor for our last two years are set forth below: Year Ended July 31, 2025 Year Ended July 31, 2024 Audit Fees $ 445,000 $ 410,000 Audit-Related Fees - - Tax Fees 226,000 180,000 Total $ 671,000 $ 590,000 Audit Fees. Audit fees consist of aggregate fees for professional services in connection with the audit of our annual financial statements, quarterly reviews of our financial statements included in our quarterly reports and services in connection with statutory and regulatory filings. Audit-Related Fees. Audit-related fees consist of aggregate fees for assurance and related services related to the audit or review of our financial statements that are not reported under “Audit Fees” above. Tax Fees. Tax fees consist of aggregate fees for professional services for tax compliance, tax advice and tax planning, primarily, fees related to tax preparation services. Pre-Approval of Services by the Independent Auditor The Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by the Company’s independent auditor. The Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by the Company’s independent auditor. Thereafter, the Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services by the Company’s independent auditor which are not encompassed by the Audit Committee’s annual pre-approval and are not prohibited by law. The Audit Committee has delegated to the Chairperson of the Audit Committee the authority to pre-approve, on a case-by-case basis, non-audit services to be performed by the Company’s independent auditor. The Audit Committee has approved all audit and permitted non-audit services performed by its independent auditor, PricewaterhouseCoopers LLP, for Fiscal 2025. 132 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules The following exhibits are filed with this Annual Report on Form 10-K: Exhibit Number Description of Exhibit 3.1 Articles of Incorporation, as amended (1) 3.1.1 Certificate of Amendment to Articles of Incorporation (2) 3.2 Bylaws, as amended (4) 4.1† Description of Registrant’s Securities 10.1+ Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated July 24, 2013 (3) 10.2+ Executive Services Agreement between Uranium Energy Corp. and Scott Melbye, executed December 15, 2014 (5) 10.3+ 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) 10.4+ Executive Employment Services Agreement between Uranium Energy Corp., UEC Wyoming Corp. and Brent Berg, dated effective March 21, 2024 (8) 10.5+ 2024 Stock Incentive Plan (9) 10.6+ Supplement Letter to Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated September 26, 2024 (11) 10.7+*‡ Executive Employment Services Agreement between Uranium Energy Corp. and Josephine Man, dated October 1, 2024 10.8* 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 14.1* Code of Ethics 19.1* Insider Trading, Reporting and Blackout Policy 21.1* Subsidiaries of Uranium Energy Corp. 23.1* Consent of Independent Auditors, PricewaterhouseCoopers LLP 23.2* Consent of Western Water Consultants, Inc. 23.3* Consent of Tetra Tech Canada Inc. 23.4* Consent of Understood Mineral Resources Ltd. 23.5* Consent of Terracon Geotechnique Ltd. 23.6* Consent of Snowden Optiro 23.7* Consent of Clifton Engineering Group Ltd. 31.1* Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) 31.2* Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 96.1 Amended S-K 1300 Mineral Resource Report Wyoming ISR Hub and Spoke Project, WY USA, dated March 9, 2023 (7) 96.2 S-K 1300 Technical Report entitled “S-K 1300 Initial Assessment Texas Hub and Spoke ISR Project, USA”, dated June 10, 2024 (10) 96.3 S-K 1300 Technical Report Summary entitled “S-K 1300 Initial Assessment Report – Roughrider Uranium Project, Saskatchewan, Canada”, dated November 5, 2024 (12) 97.1* Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation 101.1NS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document 133 Table of Contents 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Notes: * Filed herewith. ** Furnished herewith. † 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. ‡ Portions of this exhibit have been omitted. (1) Incorporated by reference to Exhibit 3.1 of our Registration Statement on Form SB-2 filed with the SEC on August 4, 2005. (2) Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed with the SEC on February 9, 2006. (3) Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K/A filed with the SEC on December 6, 2013. (4) Incorporated by reference to Exhibit 3.2 of our Annual Report on Form 10-K filed with the SEC on October 14, 2014 (5) Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed with the SEC on March 12, 2015. (6) Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed with the SEC on December 8, 2015. (7) 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. (8) Incorporated by reference to Exhibit 10.95 to our Annual Report on Form 10-K filed with the SEC on September 27, 2024. (9) Incorporated by reference to Exhibit 10.96 to our Annual Report on Form 10-K filed with the SEC on September 27, 2024. (10) Incorporated by reference to Exhibit 96.1 to our Current Report on Form 8-K filed with the SEC on June 12, 2024. (11) Incorporated by reference to Exhibit 10.97 to our Annual Report on Form 10-K filed with the SEC on September 27, 2024. (12) Incorporated by reference to Exhibit 96.1 to our Current Report on Form 8-K filed with the SEC on November 7, 2024. Item 16. Form 10-K Summary None. 134 Table of Contents URANIUM ENERGY CORP. CONSOLIDATED FINANCIAL STATEMENTS July 31, 2025 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 F-1 Table of Contents Report of Independent Registered Public Accounting Firm 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, 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). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2025, based on criteria established in Internal Control ‒ Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. PricewaterhouseCoopers LLP PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7 T: +1 604 806 7000, F: +1 604 806 7806, ca_vancouver_main_fax@pwc.com “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. F-2 Table of Contents Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of impairment indicators of long-lived assets As described in Note 2 to the consolidated financial statements, the carrying value of long-lived assets (consisting of mineral rights and properties and property, plant and equipment) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable (impairment indicators). The carrying amounts of the Company’s mineral rights and properties and property, plant and equipment were $709.6 million and $67.5 million, respectively, as of July 31, 2025. 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. F-3 Table of Contents 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. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. 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, (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 Chartered Professional Accountants Vancouver, Canada September 23, 2025 We have served as the Company’s auditor since 2020. F-4 Table of Contents URANIUM ENERGY CORP. CONSOLIDATED BALANCE SHEETS (Expressed in thousands of U.S. dollars) Notes July 31, 2025 July 31, 2024 CURRENT ASSETS Cash and cash equivalents 9 $ 148,930 $ 87,533 Inventories 6 79,279 75,833 Prepaid expenses, deposits and other receivables 5,807 3,147 Investment in equity securities 11 - 68,731 TOTAL CURRENT ASSETS 234,016 235,244 MINERAL RIGHTS AND PROPERTIES 7 709,651 557,583 PROPERTY, PLANT AND EQUIPMENT 8 67,513 20,465 RESTRICTED CASH 9 9,207 7,251 EQUITY-ACCOUNTED INVESTMENT 10 55,825 58,809 INVESTMENT IN EQUITY SECURITIES 11 28,470 6,533 OTHER NON-CURRENT ASSETS 2,971 3,943 TOTAL ASSETS $ 1,107,653 $ 889,828 CURRENT LIABILITIES Accounts payable and accrued liabilities 12 $ 20,560 $ 22,938 Asset retirement obligations - current 13 5,160 2,953 Derivative liabilities 14 - 3,030 Other current liabilities 713 301 TOTAL CURRENT LIABILITIES 26,433 29,222 ASSET RETIREMENT OBLIGATIONS 13 33,904 16,672 OTHER NON-CURRENT LIABILITIES 1,293 1,474 DEFERRED TAX LIABILITIES 21 62,123 64,347 TOTAL LIABILITIES 123,753 111,715 STOCKHOLDERS' EQUITY Capital stock Common stock $ 0.001 par value: 750,000,000 shares authorized, 454,015,855 shares issued and outstanding (July 31, 2024 - 410,355,768 ) 15 454 410 Additional paid-in capital 1,404,420 1,110,433 Accumulated deficit ( 406,557 ) ( 318,901 ) Accumulated other comprehensive loss ( 14,417 ) ( 13,829 ) TOTAL EQUITY 983,900 778,113 TOTAL LIABILITIES AND EQUITY $ 1,107,653 $ 889,828 COMMITMENTS 6, 13 SUBSEQUENT EVENT 15 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Expressed in thousands of U.S. dollars, except per share data) Year Ended July 31, Notes 2025 2024 2023 SALES AND SERVICE REVENUE 17 $ 66,837 $ 224 $ 164,389 COST OF SALES AND SERVICES 17 ( 42,360 ) ( 187 ) ( 114,719 ) GROSS PROFIT 24,477 37 49,670 OPERATING COSTS Mineral property expenditures 7 66,064 32,383 18,620 General and administrative 19 27,260 21,873 20,064 Depreciation, amortization and accretion 7, 8, 13 4,474 2,183 2,007 Impairment loss on mineral properties 7 - - 112 TOTAL OPERATING COSTS 97,798 56,439 40,803 INCOME (LOSS) FROM OPERATIONS ( 73,321 ) ( 56,402 ) 8,867 OTHER INCOME (EXPENSES) Interest expenses and finance costs ( 1,446 ) ( 827 ) ( 805 ) Income (loss) from equity-accounted investment 10 ( 3,352 ) 1,017 ( 994 ) Gain on settlement of liabilities - - 428 Gain (loss) on disposition of assets ( 98 ) ( 27 ) 20 Fair value gain (loss) on equity securities 18 ( 18,051 ) 27,505 ( 13,083 ) Gain (loss) on revaluation of derivative liabilities 14 1,706 ( 8,226 ) 3,293 Interest income 4,022 2,629 350 Other income (expenses) 105 76 ( 513 ) OTHER INCOME (EXPENSES) ( 17,114 ) 22,147 ( 11,304 ) LOSS BEFORE INCOME TAXES ( 90,435 ) ( 34,255 ) ( 2,437 ) DEFERRED TAX RECOVERY (EXPENSE) 21 2,779 5,034 ( 870 ) NET LOSS FOR THE YEAR ( 87,656 ) ( 29,221 ) ( 3,307 ) OTHER COMPREHENSIVE LOSS Translation loss ( 588 ) ( 10,221 ) ( 3,422 ) TOTAL OTHER COMPREHENSIVE LOSS ( 588 ) ( 10,221 ) ( 3,422 ) TOTAL COMPREHENSIVE LOSS FOR THE YEAR $ ( 88,244 ) $ ( 39,442 ) $ ( 6,729 ) NET LOSS PER SHARE 20 Basic $ ( 0.20 ) $ ( 0.07 ) $ ( 0.01 ) Diluted $ ( 0.20 ) $ ( 0.07 ) $ ( 0.01 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, Basic 427,680,193 397,309,780 364,789,621 Diluted 427,680,193 397,309,780 364,789,621 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in thousands of U.S. dollars) Year Ended July 31 Notes 2025 2024 2023 NET CASH PROVIDED BY (USED IN): OPERATING ACTIVITIES Net loss for the year $ ( 87,656 ) $ ( 29,221 ) $ ( 3,307 ) Adjustments to reconcile net loss to cash flows in operating activities Stock-based compensation 6,015 5,172 5,523 Depreciation, amortization and accretion 7, 8, 13 4,486 2,183 2,007 (Income) loss from equity-accounted investment 10 3,352 ( 1,017 ) 994 (Gain) loss on disposition of assets 98 27 ( 20 ) Impairment loss on mineral properties 7 - - 112 Fair value (gain) loss on equity securities 18 18,051 ( 27,505 ) 13,083 (Gain) loss on revaluation of derivative liabilities 14 ( 1,706 ) 8,226 ( 3,293 ) Gain on settlement of liabilities - - ( 428 ) Deferred tax expense (recovery) 21 ( 2,779 ) ( 5,034 ) 870 Changes in operating assets and liabilities Inventories ( 2,305 ) ( 69,626 ) 60,363 Prepaid expenses, deposits and other receivables 232 ( 74 ) 966 Other non-current assets 519 - - Accounts payable and accrued liabilities ( 2,993 ) 10,360 ( 4,355 ) Other liabilities 228 22 58 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ( 64,458 ) ( 106,487 ) 72,573 FINANCING ACTIVITIES Proceeds from share issuances, net of issuance costs 15, 16 287,513 176,708 66,527 Repayments of other loans - - ( 66 ) Payments for withholding of employee taxes related to options, Restricted Stock Units ("RSUs") and Performance Based Restricted Stock Units ("PRSUs") ( 2,674 ) ( 3,632 ) ( 1,044 ) NET CASH PROVIDED BY FINANCING ACTIVITIES 284,839 173,076 65,417 INVESTING ACTIVITIES Acquisition of Sweetwater Assets 5 ( 179,598 ) - - Acquisition of UEX, net of cash acquired 3 - - 1,984 Acquisition of Roughrider Project 4 - - ( 82,117 ) Investment in mineral rights and properties ( 215 ) ( 1,440 ) ( 101 ) Purchase of property, plant and equipment ( 5,480 ) ( 1,988 ) ( 555 ) Capital contribution to equity-accounted investment 10 ( 538 ) ( 2,876 ) ( 1,415 ) Purchase of additional interest in equity-accounted investment 10 - ( 9,238 ) - Investment in equity securities 11 ( 25,695 ) ( 12,115 ) ( 47,192 ) Proceeds from sale of equity securities 11 54,438 3,008 4,590 Proceeds from disposition of assets 59 8 26 NET CASH USED IN INVESTING ACTIVITIES ( 157,029 ) ( 24,641 ) ( 124,780 ) NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 63,352 41,948 13,210 FOREIGN EXCHANGE DIFFERENCE ON CASH 1 ( 29 ) ( 132 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR 94,784 52,865 39,787 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR 9 $ 158,137 $ 94,784 $ 52,865 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY (Expressed in thousands of U.S. dollars, except share data) Common Stock Additional Paid- Accumulated Accumulated Other Comprehensive Stockholders' Shares Amount in Capital Deficit Loss Equity Balance, July 31, 2024 410,355,768 $ 410 $ 1,110,433 $ ( 318,901 ) $ ( 13,829 ) $ 778,113 Common stock Issued under ATM offering, net of issuance costs 41,764,036 43 285,706 - - 285,749 Issued upon vesting of RSUs and PRSUs 393,655 - - - - - Issued upon exercise of stock options 428,700 - 727 - - 727 Issued upon exercise of warrants 1,054,997 1 4,618 - - 4,619 Stock-based compensation Common stock issued for consulting services 18,699 - 107 - - 107 Amortization of stock-based compensation - - 5,911 - - 5,911 Withholding of employee taxes related to stock options and RSUs - - ( 3,082 ) - - ( 3,082 ) Net loss for the year - - - ( 87,656 ) - ( 87,656 ) Other comprehensive loss - - - - ( 588 ) ( 588 ) Balance, July 31, 2025 454,015,855 $ 454 $ 1,404,420 $ ( 406,557 ) $ ( 14,417 ) $ 983,900 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY (Expressed in thousands of U.S. dollars, except share data) Common Stock Additional Paid- Accumulated Accumulated Other Comprehensive Stockholders' Shares Amount in Capital Deficit Loss Equity Balance, July 31, 2022 289,638,307 $ 289 $ 613,179 $ ( 286,373 ) $ ( 186 ) $ 326,909 Common stock 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, 2023 378,452,864 $ 378 $ 924,737 $ ( 289,680 ) $ ( 3,608 ) $ 631,827 Common stock Issued under ATM offering, net of issuance costs 26,375,699 26 167,848 - - 167,874 Issued upon vesting of RSUs and PRSUs 489,746 - - - - - Issued upon exercise of stock options 2,445,748 3 679 - - 682 Issued upon exercise of warrants 2,591,711 3 17,659 - - 17,662 Stock-based compensation Amortization of stock-based compensation - - 5,172 - - 5,172 Withholding of employee taxes related to stock options and RSUs - - ( 5,662 ) - - ( 5,662 ) Net loss for the year - - - ( 29,221 ) - ( 29,221 ) Other comprehensive loss - - - - ( 10,221 ) ( 10,221 ) Balance, July 31, 2024 410,355,768 $ 410 $ 1,110,433 $ ( 318,901 ) $ ( 13,829 ) 778,113 The accompanying notes are an integral part of these consolidated financial statements. F-9 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 NOTE 1: NATURE OF OPERATIONS Uranium Energy Corp. was incorporated in the State of Nevada on May 16, 2003. Uranium Energy Corp. and its subsidiary companies and a controlled partnership (collectively, the “Company”) 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, 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. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and are presented in thousands of United States dollars. All inter-company transactions and balances have been eliminated upon consolidation. 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 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. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as we exit the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities, such as drill programs to establish mineralized materials, are expensed as incurred. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields 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. F- 10 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) 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 The Company performs a screen test as required under U.S. GAAP to determine whether a transaction is an asset acquisition. If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset (or a group of similar identifiable assets), the assets acquired would not represent a business and we account for the acquisition as an asset acquisition. In addition, when an acquisition does not meet the definition of a business combination as the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we also account for the acquisition as an asset acquisition. In an asset acquisition, any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Deferred taxes are recorded on temporary book/tax differences in an asset acquisition using the simultaneous equations method and adjusted the assigned value of the non-monetary assets acquired to include the deferred tax liability. When an acquisition is accounted for as a business combination, we recognize and measure the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, while transaction costs related to business combinations are expensed as incurred. An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired and liabilities assumed, if any, in a business combination. The income valuation method represents the present value of future cash flows over the life of the asset using: (i) discrete financial forecasts, which rely on management’s estimates of resource quantities and exploration potential, costs to produce and develop resources, revenues and operating expenses; (ii) appropriate discount rates; and (iii) expected future capital requirements. The 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. Subsequent to the acquisition date, and not later than one year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition. Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustments arises. Use of Estimates The preparation of financial statements in conformity with U.S. 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, 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. F- 11 Table of Contents 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 ("UEX"), whose functional currency is the Canadian dollar. In accordance with ASC 830: Foreign Currency Matters, the financial statements of our subsidiaries are translated into United States dollars using period-end exchange rates as to monetary assets and liabilities and average exchange rates as to revenues and expenses. Non-monetary assets are translated at their historical exchange rates. Net gains and losses resulting from foreign exchange translations and foreign currency exchange gains and losses on transactions occurring in a currency other than our Company’s functional currency are included in the determination of net loss in the period. Cash and Cash Equivalents Cash and cash equivalents consist of bank deposits and term deposits with an original maturity of three months or less. Fair Value Measurement Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: ● Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities; ● Level 2 - Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and ● Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The financial instruments, including cash and cash equivalents, accounts and other receivables, restricted cash, accounts payable and accrued liabilities, are carried at cost, which approximate their fair values due to the immediate or short-term maturity. Investment in equity securities (level 1 ) and derivative liabilities (level 2 ) are carried at fair value. Inventories 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. F- 12 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 Equity Investments Investments in an entity in which our ownership is greater than 20% but less than 50%, a 50/50 joint venture which the Company does not have control, or an entity where other facts and circumstances indicate that we have the ability to exercise significant influence over its operating and financing policies, are accounted for using the equity method in accordance with ASC 323: Investments – Equity Method and Joint Ventures. Equity-accounted investments are recorded initially at cost and adjusted subsequently to recognize our share of the earnings, losses or other changes in capital of the investee entity after the date of acquisition. 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 in the Consolidated Statements of Operations. Other Non-Current Assets Other non-current assets include future expenditures that we have paid in advance but will not receive benefits within one year. Expenses are recognized over the period the expenditures are used or the benefits from the expenditures are received. Transaction costs incurred in connection with acquisitions of long-term assets are also included in other non-current assets, which will be capitalized as acquisition costs if the transaction succeeds or will be written off if the transaction does not complete. Right-of-use (“ROU”) assets recognized in connection with recognition of lease liabilities are also included in Other Non-Current Assets. Mineral Rights Acquisition costs of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time proven or probable reserves, as defined by the SEC under S-K 1300, are established for that project. Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves using the units-of-production method upon commencement of production. Where proven and probable reserves have not been established, the project’s capitalized expenditures are depleted over the estimated extraction life using the straight-line method upon commencement of extraction. We have not established proven or probable reserves for any of our projects. Property, Plant and Equipment Property, plant and equipment are recorded at cost and depreciated to their estimated residual values using the straight-line method over their estimated useful lives, as follows: ● Plant and processing facilities: 10 to 21 years; ● Mining and logging equipment and vehicles: 5 to 10 years; ● Computer equipment: 3 years; ● Furniture and fixtures: 5 years; and ● Buildings: 20 years. F- 13 Table of Contents 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 Long-lived assets including mineral rights and properties and property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Management applies judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable giving rise to the requirement to conduct an impairment test. Circumstances which could trigger an impairment test include, but are not limited to: significant decreases in the market price of the asset; 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; 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; 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; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparing the carrying value to the future undiscounted cash flows expected to be generated by the assets. 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. Income Taxes 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. We provide a valuation allowance on deferred tax assets unless it is more likely than not that such assets will be realized. We review the valuation allowance requirements on an annual basis based on projected future operations. Restoration and Remediation Costs (Asset Retirement Obligations) Various federal and state mining laws and regulations require our Company to reclaim the surface areas and restore underground water quality to the pre-existing quality or class of use after the completion of mining. We recognize the present value of the future restoration and remediation costs as an asset retirement obligation in the period in which we incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. Asset retirement obligations consist of estimated final well closure, plant and equipment decommissioning and removal and environmental remediation costs to be incurred by our Company in the future. The asset retirement obligation is estimated based on the current costs escalated at an inflation rate and discounted at a credit adjusted risk-free rate at inception. The asset retirement obligations are capitalized as part of the costs of the underlying assets and amortized over its remaining useful life. The asset retirement obligations are accreted to an undiscounted value until they are settled. The accretion expenses are charged to earnings and the actual retirement costs are recorded against the asset retirement obligations when incurred. 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. Leases 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 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. Operating and finance lease ROU assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. When the rate implicit to the lease cannot be readily determined, we utilize the incremental borrowing rate in determining the present value of the future lease payments. 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. F- 14 Table of Contents 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. Short-term leases, which have an initial term of 12 months or less, are not recorded in our Consolidated Balance Sheets. We have lease arrangements that include both lease and non-lease components. We account for each separate lease component and its associated non-lease components as a single lease component for all of our asset classes. Revenue Recognition Our revenues are primarily derived from the sale of U 3 O 8 that we purchased under our Physical Uranium Program. The sales contracts specify the quantity to be delivered, the price, payment terms and the period of delivery. 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. Stock-Based Compensation We measure stock-based awards at fair value on the date of the grant and expense the awards over the requisite service period of employees or consultants. The fair value of stock options is determined using the Black-Scholes Valuation 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. Forfeitures are accounted for as they occur. 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. Earnings (Loss) Per Common Share Basic earnings or loss per share includes no potential dilution and is computed by dividing the earnings or loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings or loss per share reflect the potential dilution of securities that could share in the earnings or loss of our Company. 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 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 (“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 ): Improvements to Income Tax Disclosures. This ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU will be effective for fiscal years beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. F- 15 Table of Contents 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. This ASU contains amendments to the Codification that remove references to various FASB Concepts Statements. The effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance and other minor improvements. While the amendments are not expected to result in significant changes for most entities, the FASB provided transition guidance since some entities could be affected. This ASU will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income (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. NOTE 3: 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 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. The fair value of the Replacement Warrants on August 19, 2022 was estimated using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy: Exercise Price in U.S. dollars 1.111 1 to 3.4242 42 Exercise Price in Canadian dollars CA$1.44 to CA$4.44 Expected Risk Free Interest Rate 3.18 % to 3.23 % Expected Volatility 90.98 % to 101.52 % Expected Life in Years 0.75 to 2.05 Expected Dividend Yield 0.00 % The UEX Acquisition is accounted for as an acquisition of assets rather than a business as UEX did not meet the definition of a business in accordance with ASC 805 Business Combinations. F- 16 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 NOTE 4: ACQUISITION OF THE ROUGHRIDER PROJECT On October 14, 2022, we completed the acquisition of all of the issued and outstanding shares of Roughrider Mineral Holdings Inc. (“Roughrider”), which owns the Roughrider uranium development project (the “Roughrider Project”) located in the Athabasca Basin, in Saskatchewan, Canada, from a subsidiary of Rio Tinto plc (the “Roughrider Acquisition”). The Roughrider Acquisition is accounted for as an acquisition of assets rather than a business as the Roughrider Project did 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 Roughrider Acquisition: Consideration paid Cash $ 80,000 Fair value of 17,805,815 UEC shares issued at $ 3.60 per share 64,101 Acquisition related costs 2,117 Total consideration paid $ 146,218 Assets acquired and liabilities assumed Mineral rights and properties $ 178,438 Total assets 178,438 Asset retirement obligations 445 Deferred tax liabilities 31,775 Total liabilities 32,220 Total net assets $ 146,218 Cash flow on acquisition: Cash paid $ ( 80,000 ) Acquisition related costs ( 2,117 ) Acquisition of Roughrider $ ( 82,117 ) F- 17 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 NOTE 5: 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 Cash $ 175,399 Acquisition related costs 4,199 Total consideration $ 179,598 Assets acquired and liabilities assumed Prepaid expenses $ 399 Property, plant and equipment 44,493 Mineral rights and properties 145,749 Total assets 190,641 Asset retirement obligations (Note 13) 10,392 Deferred tax liabilities 651 Total liabilities 11,043 Total net assets $ 179,598 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. 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 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. 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: Cash paid $ 175,399 Acquisition related costs 4,199 Acquisition of Sweetwater Assets $ 179,598 F- 18 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 NOTE 6: INVENTORIES 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: July 31, 2025 July 31, 2024 Material and supplies $ 1,470 $ 215 In-process inventory 3,770 - Uranium concentrates from extraction 1,140 178 Purchased uranium inventories 72,899 75,440 $ 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 Fiscal 2026 300,000 $ 11,114 Total 300,000 $ 11,114 NOTE 7: MINERAL RIGHTS AND PROPERTIES 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: Costs United States Canada Paraguay Total Balance at July 31, 2023 $ 172,440 $ 384,607 $ 15,014 $ 572,061 Additions 100 1,340 - 1,440 Impact of foreign currency translation - ( 9,424 ) - ( 9,424 ) Balance at July 31, 2024 172,540 376,523 15,014 564,077 Sweetwater Acquisition 145,749 - - 145,749 Additions 215 1 - 216 Assets retirement obligations (Note 13) 7,688 - - 7,688 Impact of foreign currency translation - ( 497 ) - ( 497 ) Balance at July 31, 2025 $ 326,192 $ 376,027 $ 15,014 $ 717,233 Accumulated Depletion, Amortization and Impairment United States Canada Paraguay Total Balance at July 31, 2023 $ (6,389 ) $ ( 112 ) $ - $ (6,501 ) Additions - - - - Impact of foreign currency translation - 7 - 7 Balance at July 31, 2024 ( 6,389 ) ( 105 ) - ( 6,494 ) Additions - - - - Impairment - - - - Additions ( 1,088 ) - - ( 1,088 ) Balance at July 31, 2025 $ ( 7,477 ) $ ( 105 ) $ - $ ( 7,582 ) Carrying Value Balance at July 31, 2024 $ 166,151 $ 376,418 $ 15,014 $ 557,583 Balance at July 31, 2025 $ 318,715 $ 375,922 $ 15,014 $ 709,651 F- 19 Table of Contents 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 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: Year Ended July 31, 2025 2024 2023 Permitting and compliance $ 1,167 $ 1,895 $ 396 Property maintenance 4,974 3,986 3,608 Exploration 11,140 14,669 9,308 Development 33,891 6,650 1,749 Production readiness 14,892 5,183 3,559 Total $ 66,064 $ 32,383 $ 18,620 NOTE 8: PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: July 31, 2025 July 31, 2024 Accumulated Net Book Accumulated Net Book Cost Depreciation Value Cost Depreciation Value Plant and Processing Facilities $ 61,624 $ ( 4,398 ) $ 57,226 $ 19,346 $ ( 2,708 ) $ 16,638 Mining Equipment 6,980 ( 2,961 ) 4,019 3,740 ( 2,523 ) 1,217 Logging Equipment and Vehicles 5,518 ( 2,716 ) 2,802 3,452 ( 2,222 ) 1,230 Computer Equipment 264 ( 258 ) 6 300 ( 287 ) 13 Furniture and Fixtures 243 ( 204 ) 39 243 ( 190 ) 53 Buildings 2,086 ( 179 ) 1,907 337 ( 103 ) 234 Land 1,514 - 1,514 1,080 - 1,080 $ 78,229 $ ( 10,716 ) $ 67,513 $ 28,498 $ ( 8,033 ) $ 20,465 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). NOTE 9: RESTRICTED CASH Restricted cash includes cash and cash equivalents and money market funds as collateral for various bonds posted in favor of applicable state regulatory agencies in Arizona, Texas and Wyoming, and for estimated reclamation costs associated with our plants, processing facilities and various projects. Restricted cash will be released upon completion of reclamation of a mineral property or restructuring of a surety and collateral arrangement. Cash, cash equivalents and restricted cash are included in the following accounts: July 31, 2025 July 31, 2024 July 31, 2023 Cash and cash equivalents $ 148,930 $ 87,533 $ 45,614 Restricted cash 9,207 7,251 7,251 Total cash, cash equivalents and restricted cash $ 158,137 $ 94,784 $ 52,865 F- 20 Table of Contents 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. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. The maximum credit risk of these assets is the carrying amount less amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S. Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent. 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 . NOTE 10: EQUITY-ACCOUNTED INVESTMENT As at July 31, 2025 , we owned 17,978,364 shares of Uranium Royalty Corp. (“URC”), representing a 13.5 % ( July 31, 2024 : 14.8 %) interest in 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 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. JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada. The Company’s 50 % interest in JCU is a joint venture, which is accounted for using the equity method. During Fiscal 2025 , Fiscal 2024 and Fiscal 2023 , the changes in carrying value of our equity-accounted investment are summarized as follows: Investment in URC JCU Total Balance, July 31, 2022 $ 24,177 $ - $ 24,177 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 654 - 654 Foreign exchange difference ( 634 ) ( 356 ) ( 990 ) Balance, July 31, 2023 24,611 23,499 48,110 Addition 9,238 - 9,238 Capital contribution - 2,876 2,876 Share of income (loss) 2,032 ( 1,439 ) 593 Gain on dilution of ownership interest 424 - 424 Foreign exchange difference ( 1,327 ) ( 1,105 ) ( 2,432 ) Balance, July 31, 2024 34,978 23,831 58,809 Capital contribution - 538 538 Share of loss ( 265 ) ( 3,115 ) ( 3,380 ) Gain on dilution of ownership interest 28 - 28 Foreign exchange difference ( 84 ) ( 86 ) ( 170 ) Balance, July 31, 2025 $ 34,657 $ 21,168 $ 55,825 F- 21 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 NOTE 11: INVESTMENTS IN EQUITY SECURITIES The changes in our investments in equity securities are summarized as follows: July 31, 2025 July 31, 2024 Balance, beginning of year $ 75,264 $ 38,656 Investment in public listed companies 25,695 12,115 Sale of investment in public listed companies ( 54,438 ) ( 3,008 ) Fair value gain (loss) on equity securities (Note 18) ( 18,051 ) 27,505 Foreign exchange difference - ( 4 ) Balance, end of year 28,470 75,264 Current investment in equity securities - ( 68,731 ) Non-current investment in equity securities $ 28,470 $ 6,533 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. See also Note 18. The cumulative revaluation adjustment since acquisition of the equity securities held as at July 31, 2025 is a loss of $ 8.18 million. ( 1 ) Effective August 1, 2025, Anfield completed a share consolidation on the basis of one ( 1 ) post-consolidation common share for every seventy-five ( 75 ) pre-consolidation common shares. All references to Anfield’s common shares in this note are presented on a post-consolidated basis. NOTE 12: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at July 31, 2025 , accounts payable and accrued liabilities consisted of the following: July 31, 2025 July 31, 2024 Trade payables $ 10,585 $ 15,863 Accrued purchases 3,048 2,977 Accrued payroll liabilities 6,927 4,098 $ 20,560 $ 22,938 F- 22 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 NOTE 13: ASSET RETIREMENT OBLIGATIONS Asset retirement obligations (“ARO”s) relate to future remediation and decommissioning activities at our Palangana Mine, Hobson Processing Facility, Reno Creek Project, Alto Paraná Titanium Project, Christensen Ranch Mine and Irigaray Processing Facility, as well as the AROs related to Roughrider Acquisition, UEX Acquisition and Sweetwater Acquisition. July 31, 2025 July 31, 2024 Balance, beginning of year $ 19,625 $ 18,670 Accretion 1,654 988 Assumed from Sweetwater Acquisition (Note 5) 10,392 - Addition 7,688 - Liabilities settled in cash ( 295 ) ( 33 ) Balance, end of year $ 39,064 $ 19,625 Current asset retirement obligations ( 5,160 ) ( 2,953 ) Non-current assets retirement obligations $ 33,904 $ 16,672 The estimated amounts and timing of cash flows and assumptions used for the ARO estimates are as follows: July 31, 2025 July 31, 2024 Undiscounted amount of estimated cash flows $ 88,669 $ 29,030 Payable in years 1 to 37 1 to 23 Inflation rate 1.56 % to 5.32 % 1.56 % to 5.32 % Discount rate 3.72 % to 6.35 % 3.72 % to 6.35 % NOTE 14: DERIVATIVE LIABILITIES On August 19, 2022, the Company issued Replacement Warrants (Note 3 ) in connection with the closing of the UEX Acquisition. The Replacement Warrants were accounted for as derivative liabilities as the exercise prices of the Replacement Warrants were denominated in Canadian dollars which differs from our functional currency. As at July 31, 2025 , there were no Replacement Warrants outstanding. As at July 31, 2024 , the fair value of the Replacement Warrants was estimated using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy: July 31, 2024 Exercise Price in U.S. dollars 2.33 3 to 3.22 22 Exercise Price in Canadian dollars CAD$3.22 to CAD$4.44 Expected Risk Free Interest Rate 5.42 % Expected Volatility 55.00 % Expected Life in Years 0.1 Expected Dividend Yield 0.00 % F- 23 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 The movement in derivative liabilities is as follows: Balance, July 31, 2023 $ 4,313 Exercise of Replacement Warrants ( 9,509 ) Change in fair value 8,226 Balance, July 31, 2024 3,030 Exercise of Replacement Warrants ( 1,324 ) Change in fair value ( 1,706 ) Balance, July 31, 2025 $ — NOTE 15: CAPITAL STOCK Equity Financing On May 17, 2021, we filed a Form S- 3 shelf registration statement under the United States Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the SEC on June 1, 2021, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of up to an aggregate offering amount of $ 200 million (the “2021 Shelf”), which included an at-the-market offering agreement prospectus (the “May 2021 ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $ 100 million as part of the $ 200 million under the 2021 Shelf. On May 14, 2021, we entered into an at-the-market offering agreement (the “2021 ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the “ATM Managers”) as set forth in the 2021 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $ 100 million through the ATM Managers selected by us. On November 26, 2021, we filed a prospectus supplement to our 2021 Shelf with respect to the continuation of the May 2021 ATM Offering Agreement with the ATM Managers under which we may, if eligible, from time to time, sell shares of our common stock having an aggregate offering price of up to an additional $ 100 million for a total of $ 200 million through the ATM Managers selected by us (the “November 2021 ATM Offering”; and, together with the May 2021 ATM Offering, the “2021 ATM Offering”). On November 16, 2022, we filed a Form S- 3 automatic shelf registration statement under the Securities Act, which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for and units which include common stock, debt securities, warrants or any combination thereof (the “2022 Shelf”), which included an at-the-market offering agreement prospectus (the “2022 ATM Offering”; and, together with the 2021 ATM Offering, the “ATM Offerings”) covering the offering, issuance and sale of up to a maximum offering of $ 300 million under the 2022 Shelf. On November 16, 2022, we entered into an at-the-market offering agreement (the “2022 ATM Offering Agreement”) with the ATM Managers as set forth in the 2022 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $ 300 million through the ATM Managers selected by us. On December 20, 2024, we filed a prospectus supplement to our 2022 Shelf (the “2024 ATM Offering”) under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $ 300 million pursuant to an at-the-market offering agreement (the “2024 ATM Offering Agreement”) we have with Goldman Sachs & Co. LLC and certain co-managers (collectively, the “2024 ATM Managers”). Under the 2024 ATM Offering Agreement, we may, from time to time, sell shares of our common stock through the 2024 ATM Managers selected by us. F- 24 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 During Fiscal 2023, we issued 15,171,253 shares of the Company’s common stock under our ATM Offerings for gross cash proceeds of $ 59.82 million. The total issuance costs were $ 1.40 million, which includes compensation of $ 1.35 million paid to the ATM Managers. During Fiscal 2024, we issued 26,375,699 shares of the Company’s common stock under our 2022 ATM Offering for gross cash proceeds of $ 171.74 million. The total issuance costs were $ 3.86 million, all of which was related to compensation paid to the ATM Managers. During Fiscal 2025, we issued 41,764,036 shares of the Company’s common stock under the 2022 ATM Offering and 2024 ATM Offering for gross cash proceeds of $ 292.35 million. The total issuance costs were $ 6.60 million, which includes compensation of $ 6.58 million paid to the ATM Managers and 2024 ATM Managers. Subsequent to July 31, 2025, we issued 10,077,186 of the Company’s common stock under the 2024 ATM Offering for gross cash proceeds of $ 101.97 million. The total issuance costs were $ 2.29 million, all of which was related to compensation paid to the 2024 ATM Managers. Share Purchase Warrants A continuity schedule of outstanding share purchase warrants as at July 31, 2025 , and the changes during the periods, is as follows: Number of Weighted Average Warrants Exercise Price Balance, July 31, 2022 3,615,454 $ 1.92 Issuance of Replacement Warrants (Note 3) 4,660,580 2.95 Exercised ( 4,359,086 ) 1.73 Expired ( 59,918 ) 1.80 Balance, July 31, 2023 3,857,030 3.31 Exercised ( 2,591,711 ) 3.13 Balance, July 31, 2024 1,265,319 3.29 Exercised ( 1,065,899 ) 3.21 Expired ( 40,329 ) 2.35 Balance, July 31, 2025 159,091 $ 4.13 F- 25 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 A summary of share purchase warrants outstanding and exercisable as at July 31, 2025 is as follows: Weighted Average Exercise Price Number of Warrants Outstanding Weighted Average Remaining Contractual Life (Years) Expiry Date $ 4.13 159,091 0.68 April 5, 2026 During Fiscal 2025 , Fiscal 2024 and Fiscal 2023 , we received cash proceeds totaling $ 3.30 million, $ 8.12 million and $ 7.55 million, respectively, from the exercise of share purchase warrants. NOTE 16: STOCK-BASED COMPENSATION Stock Options During Fiscal 2025 , Fiscal 2024 , and Fiscal 2023 , we granted stock options under our stock incentive plans to certain directors, officers, employees and consultants to purchase an aggregate of 102,036 , 483,461 and 3,507,004 shares of the Company, respectively, which are subject to a 24 -month vesting provision whereby, at the end of each of the first three and six months after the grant date, 12.5 % of the total stock options become exercisable, and whereby at the end of each of 12, 18 and 24 months after the grant date, 25 % of the total stock options become exercisable. In addition, during Fiscal 2023, we granted performance stock options (“PSO”s) under our current stock incentive plan to certain of our directors and officers to purchase an aggregate up to 150,367 shares of the Company. No PSOs were granted in Fiscal 2024 and Fiscal 2025. The PSOs granted in Fiscal 2023 are subject to a three -year vesting provision whereby one - third of the total PSOs become exercisable at the end of each of the first, second and third year after the date of grant. During Fiscal 2025, we granted stock options under our current stock incentive plan to one of our officers to purchase an aggregate of 24,415 shares of the Company, and the fair value of the stock option granted was $ 4.09 per share. We also granted stock options under our current stock incentive plan to our directors to purchase an aggregate of 66,332 shares of the Company, and the fair value of the stock options granted was $ 5.49 per share. F- 26 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 The fair value of these stock options was estimated at the date of grant, using the Black-Scholes Valuation Model, with the following weighted average assumptions, which is level 2 of the fair value measurement hierarchy: Year Ended July 31, 2025 2024 2023(1 ) Expected Risk Free Interest Rate 3.81 % 4.05 % 4.14 % Expected Volatility 75.66 % 78.83 % 79.43 % Expected Life in Years 5.00 5.00 4.90 Expected Dividend Yield 0 % 0 % 0 % Weighted-Average Grant Date Fair Value $ 4.88 $ 3.71 $ 2.18 ( 1 ) The assumptions used for the fair value measurement of the Replacement Options are excluded in the table above as they have been separately disclosed in Note 3. A continuity schedule of outstanding stock options as at July 31, 2025 , and the changes during the fiscal year periods, is as follows: Number of Stock Options Weighted Average Exercise Price Balance, July 31, 2022 8,880,527 $ 1.58 Granted 3,507,004 2.46 Exercised ( 3,995,897 ) 1.63 Forfeited ( 24,651 ) 3.18 Expired ( 40,000 ) 1.53 Balance, July 31, 2023 8,326,983 1.92 Granted 483,461 5.62 Exercised ( 3,451,746 ) 1.33 Forfeited ( 203,359 ) 1.70 Expired ( 52,000 ) 2.62 Balance, July 31, 2024 5,103,339 2.66 Granted 102,036 7.65 Exercised ( 552,052 ) 3.01 Forfeited ( 59,116 ) 4.60 Balance, July 31, 2025 4,594,207 $ 2.71 The table below sets forth the number of shares issued and cash received upon exercise of stock options: Year Ended July 31, 2025 2024 2023 Number of Options Exercised on Cash Basis 264,663 492,112 365,537 Number of Options Exercised on Non-Cash Basis 287,389 2,959,634 3,630,360 Total Number of Options Exercised 552,052 3,451,746 3,995,897 Number of Shares Issued on Cash Exercise 264,663 492,112 365,537 Number of Shares Issued on Non-Cash Basis 164,037 1,953,636 1,986,007 Total Number of Shares Issued Upon Exercise of Options 428,700 2,445,748 2,351,544 Cash Received from Exercise of Stock Options $ 727 $ 681 $ 553 Total Intrinsic Value of Options Exercised $ 2,741 $ 19,137 $ 8,867 F- 27 Table of Contents Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 A continuity schedule of outstanding unvested stock options at July 31, 2025 , and the changes during the fiscal year periods, is as follows: Number of Unvested Stock Options Weighted Average Grant-Date Fair Value Balance, July 31, 2022 2,186,154 $ 1.79 Issuance of Replacement Options (Note 3) 2,301,750 1.75 Granted 1,205,254 2.18 Forfeited ( 24,651 ) 2.00 Vested ( 3,865,242 ) 1.66 Balance, July 31, 2023 1,803,265 2.28 Granted 483,461 3.71 Forfeited ( 24,400 ) 2.31 Vested ( 1,175,338 ) 2.35 Balance, July 31, 2024 1,086,988 2.83 Granted 102,036 4.88 Forfeited ( 55,428 ) 3.04 Vested ( 773,977 ) 2.64 Balance, July 31, 2025 359,619 $ 3.80 As at July 31, 2025 , the aggregate intrinsic value of all outstanding stock options granted was estimated at $ 27.39 million (vested: $ 26.41 million and unvested: $ 0.98 million). As at July 31, 2025 , the unrecognized compensation cost related to unvested stock options was $ 0.75 million, which is expected to be recognized over 1.01 years. A summary of stock options outstanding and exercisable as at July 31, 2025 is as follows: Options Outstanding Options Exercisable Range of Exercise Outstanding at Weighted Average Weighted Average Remaining Contractual Term Exercisable at Weighted Average Weighted Average Remaining Contractual Term Prices July 31, 2025 Exercise Price (Years) July 31, 2025 Exercise Price (Years) $0.91 to $0.99 1,347,750 $ 0.92 4.76 1,347,750 $ 0.92 4.76 $1.00 to $1.99 475,000 1.10 4.96 475,000 1.10 4.96 $2.00 to $2.99 464,649 2.27 5.92 464,649 2.27 5.92 $3.00 to $3.99 1,767,379 3.61 7.15 1,717,256 3.60 7.12 $4.00 to $4.99 15,000 4.39 9.16 5,000 4.60 8.50 $5.00 to $5.99 383,217 5.48 8.96 190,935 5.47 8.95 $6.00 to $6.99 64,558 6.51 8.84 26,176 6.58 8.76 $7.00 to $7.99 10,000 7.63 8.48 7,500 7.63 8.48 $8.00 to $8.68 66,654 8.68 10.00 322 8.28 9.30 4,594,207 $ 2.71 6.32 4,234,588 $ 2.43 6.09 F- 28 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 Restricted Stock Units During Fiscal 2025 , Fiscal 2024 and Fiscal 2023 , the Company granted RSUs to certain directors and officers of the Company under our then stock incentive plans. RSUs granted during Fiscal 2025 , Fiscal 2024 and Fiscal 2023 have a vesting period of three years from the grant date, whereby one - third of the RSUs will vest at the end of the first, second and third year, respectively, from the date of grant. The fair value of these RSUs was determined using the share prices at the respective grant dates. A continuity schedule of outstanding RSUs as at July 31, 2025 , and the changes during the fiscal year end periods, is as follows: Number of Restricted Weighted Average Stock Units Grant Date Fair Value Balance, July 31, 2022 836,034 $ 2.61 Granted 620,386 3.32 Vested ( 464,985 ) 2.02 Forfeited ( 11,935 ) 3.98 Balance, July 31, 2023 979,500 3.32 Granted 642,464 5.57 Vested ( 454,284 ) 3.14 Balance, July 31, 2024 1,167,680 4.63 Granted 578,381 8.54 Cancelled/Forfeited ( 993 ) 6.84 Vested ( 541,871 ) 4.42 Balance, July 31, 2025 1,203,197 $ 6.60 A summary of outstanding unvested RSUs as at July 31, 2025 , is as follows: Number of Restricted Grant Date Remaining Life Aggregate Intrinsic Grant Date Stock Units Fair Value (Years) Value July 31, 2023 206,800 $ 3.32 1.08 $ 1,793 April 1, 2024 13,334 7.07 1.75 116 July 26, 2024 406,732 5.49 2.07 3,526 September 1, 2024 355 5.23 0.17 3 October 1, 2024 16,103 6.21 2.25 140 November 5, 2024 1,673 7.12 1.35 15 November 5, 2024 14,344 7.12 2.35 124 January 6, 2025 5,874 7.06 2.52 51 January 27, 2025 2,122 7.07 2.58 18 June 9, 2025 222 6.61 1.94 2 July 31, 2025 535,638 8.68 3.09 4,644 1,203,197 $ 6.60 2.36 $ 10,432 F- 29 Table of Contents 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 , Fiscal 2024 and Fiscal 2023 , the number of RSUs vested, the net RSU shares issued and the net RSU shares forfeited as payments of tax withholding amounts were as follows: Year Ended July 31, 2025 2024 2023 Number of RSUs vested 541,871 454,284 464,985 Number of net RSU shares issued 296,238 250,994 261,232 Number of RSU shares forfeited as payments of withholding amounts 245,633 203,290 203,753 During Fiscal 2025 , Fiscal 2024 and Fiscal 2023 , stock-based compensation relating to the RSUs were $ 3.00 million, $ 1.82 million and $ 1.10 million, respectively. As at July 31, 2025 , unrecognized compensation costs related to unvested RSUs totaled $ 6.35 million, which is expected to be recognized over a period of approximately 1.86 years. Performance Based Restricted Stock Units During Fiscal 2025 , Fiscal 2024 and Fiscal 2023 , the Company granted 947,726 , 718,308 and 551,923 maximum PRSUs (the “Awarded PRSUs”) and allocated up to the same amount of respective PRSUs, respectively, to the Company’s executive officers under our then stock incentive plans. The Awarded PRSUs granted are accounted for as equity awards at fair value, and will vest at the end of a three -year service period subject to continued employment and certain performance conditions being met. The number of Awarded PRSUs that vest are adjusted using a multiplier that is based on total shareholder return by the Company’s shares over the three -year period relative to a peer group as defined by the Company’s Board of Directors. Each vested PRSU granted in Fiscal 2023 and Fiscal 2024 entitles the recipient to a payment of one common stock. Each vested PRSU granted in Fiscal 2025 entitles the recipient to a payment of one common stock or cash at the discretion of the Company’s Board of Directors. F- 30 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 The fair values of the Awarded PRSUs granted were valued using the Monte Carlo Simulation Model at the date of grant with the following principal assumptions. Year Ended July 31, 2025 2024 2023 Expected Risk Free Interest Rate 3.56 % 4.20 % 4.52 % Expected Volatility 60.70 % 73.50 % 84.56 % Expected Dividend Yield 0 % 0 % 0 % Expected Life in Years 3.00 3.00 3.00 Correlation 38.47 % 83.80 % 81.22 % Grant Price $ 8.68 $ 5.49 $ 3.32 Grant Date Fair Value $ 3.22 $ 5.41 $ 3.35 A continuity schedule of unvested PRSUs as at July 31, 2025 , and the changes during the fiscal years, is as follows: Number of Unvested Weighted Average Grant Date PRSUs Fair Value Balance, July 31, 2022 734,582 $ 3.24 Granted 551,923 3.35 Balance, July 31, 2023 1,286,505 3.29 Granted 718,308 5.41 Vested ( 492,950 ) 2.48 Balance, July 31, 2024 1,511,863 4.56 Granted 947,726 3.22 Forfeited ( 40,634 ) 4.80 Vested ( 200,998 ) 4.80 Balance, July 31, 2025 2,217,957 $ 3.96 During Fiscal 2025 , Fiscal 2024 and Fiscal 2023 , stock-based compensation related to amortization of PRSUs totaled $ 1.15 million, $0.71million and $ 0.40 million, respectively. As at July 31, 2025 , unrecognized compensation costs relating to unvested PRSUs totaled $ 3.12 million, which is expected to be recognized over a weighted average period of approximately 2.47 years. F- 31 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 Stock-Based Compensation A summary of stock-based compensation expense for Fiscal 2025 , Fiscal 2024 and Fiscal 2023 , is as follows: Year Ended July 31, 2025 2024 2023 Stock-Based Compensation for Consultants Common stock issued to consultants $ 107 $ - $ 445 Amortization of stock option expenses 146 347 561 Amortization of RSU expenses 32 41 - 285 388 1,006 Stock-Based Compensation for Management Amortization of stock option expenses 600 611 400 Amortization of RSU and PRSU expenses 3,864 2,399 1,370 4,464 3,010 1,770 Stock-Based Compensation for Employees Common stock issued to employees - - 888 Amortization of stock option expenses 1,019 1,682 1,727 Amortization of RSU expenses 250 92 132 1,269 1,774 2,747 Total Stock-Based Compensation 6,018 5,172 5,523 Stock-Based Compensation in General and Administrative Expenses ( 6,015 ) ( 5,172 ) ( 5,415 ) Stock-Based Compensation Capitalized $ 3 $ - $ 108 NOTE 17: SALES AND SERVICE REVENUE AND COST OF SALES AND SERVICES The table below provides a breakdown of sales and service revenue and cost of sales and service revenue: Year Ended July 31, 2025 2024 2023 Sales of purchased uranium inventory $ 66,837 $ - $ 163,950 Revenue from toll processing services - 224 439 Total sales and service revenue $ 66,837 $ 224 $ 164,389 Cost of purchased uranium inventory $ ( 42,360 ) $ - $ ( 114,353 ) Cost of toll processing services - ( 187 ) ( 366 ) Total cost of sales and services $ ( 42,360 ) $ ( 187 ) $ ( 114,719 ) The table below provides a breakdown of major customers: Year Ended July 31, 2025 2024 Customer A 50 % 0 % Customer B 24 % 0 % Customer C 14 % 0 % Customer D 12 % 0 % Customer E 0 % 100 % 100 % 100 % F- 32 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 NOTE 18: FAIR VALUE GAIN (LOSS) ON EQUITY SECURITIES Fair value gain (loss) on equity securities consisted of the following: Year Ended July 31, 2025 2024 2023 Unrealized and realized gain (loss) from common shares and warrants of public listed companies $ ( 14,778 ) $ 26,350 $ ( 9,785 ) Unrealized gain (loss) from fair value changes of Anfield common shares ( 3,273 ) 1,155 ( 2,214 ) Realized loss from investment in UEX shares transferred as consideration for UEX Acquisition - - ( 1,084 ) Total $ ( 18,051 ) $ 27,505 $ ( 13,083 ) Our investments in equity securities are Level 1 financial instruments, which were re-valued using quoted share prices. NOTE 19: GENERAL AND ADMINISTRATIVE EXPENSES The table below provides a breakdown of general and administrative expenses: Year Ended July 31, 2025 2024 2023 Salaries and management fees $ 9,960 $ 7,705 $ 5,168 Office, investor relations, communication, insurance and travel 6,995 5,807 6,801 Foreign exchange (gain) loss ( 100 ) ( 151 ) 71 Professional fees 4,390 3,340 2,609 Sub-total 21,245 16,701 14,649 Stock-based compensation 6,015 5,172 5,415 Total general and administrative expenses $ 27,260 $ 21,873 $ 20,064 NOTE 20: NET LOSS PER SHARE The following table reconciles the weighted average number of shares used in the computation of basic and diluted loss per share for Fiscal 2025 , Fiscal 2024 and Fiscal 2023 : Year Ended July 31, Numerator 2025 2024 2023 Net loss for the Year $ ( 87,656 ) $ ( 29,221 ) $ ( 3,307 ) Denominator Basic weighted average number of shares 427,680,193 397,309,780 364,789,621 Dilutive effect of stock awards and warrants - - - Diluted weighted average number of shares 427,680,193 397,309,780 364,789,621 Net loss per share - Basic $ ( 0.20 ) $ ( 0.07 ) $ ( 0.01 ) Net loss per share - Diluted $ ( 0.20 ) $ ( 0.07 ) $ ( 0.01 ) F- 33 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 NOTE 21: INCOME TAXES A reconciliation of income tax computed at the federal and state statutory tax rates including the Company’s effective tax rate is as follows: Year Ended July 31, 2025 2024 2023 Federal income tax provision rate 21.00 % 21.00 % 21.00 % State income tax provision rate, net of federal income tax effect 2.89 % 2.89 % 2.89 % Total income tax provision rate 23.89 % 23.89 % 23.89 % The actual income tax provisions differ from the expected amounts calculated by applying the combined federal and state corporate income tax rates to our loss before income taxes. The components of these differences are as follows: Year Ended July 31, 2025 2024 2023 Loss before income taxes $ ( 90,435 ) $ ( 34,255 ) $ ( 2,437 ) Corporate tax rate 23.89 % 23.89 % 23.89 % Expected tax expense (recovery) ( 21,605 ) ( 8,184 ) ( 582 ) Increase (decrease) resulting from Foreign tax rate differences ( 186 ) ( 151 ) ( 83 ) Permanent differences ( 317 ) 4,155 1,486 Prior year true-up 164 ( 81 ) ( 464 ) Change in state tax rate 982 77 ( 182 ) Foreign exchange rate differences 330 ( 1,231 ) 1,687 Other - - 1,138 Change in valuation allowance 17,853 381 ( 2,130 ) Deferred tax expense (recovery) $ ( 2,779 ) $ ( 5,034 ) $ 870 We have incurred taxable losses for all years since inception and, accordingly, no provision for current income tax has been recorded for the current or any prior fiscal years. F- 34 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 As at July 31, 2025 , we re-evaluated the realizability of our tax loss carry-forwards and our conclusion that the realization of these tax loss carry-forwards is not likely to occur remains unchanged. As a result, we will continue to record a full valuation allowance for the deferred tax assets relating to the remaining tax loss carry-forwards. The components of income (loss) from operations before income taxes, by tax jurisdiction, are as follows: Year Ended July 31, 2025 2024 2023 United States $ ( 80,506 ) $ ( 13,928 ) $ 5,192 Canada ( 9,206 ) ( 19,468 ) ( 6,720 ) Paraguay ( 723 ) ( 859 ) ( 909 ) $ ( 90,435 ) $ ( 34,255 ) $ ( 2,437 ) The Company’s deferred tax assets (liabilities) are as follows: July 31, 2025 July 31, 2024 Deferred tax assets (liabilities) Mineral properties $ 60 $ 2,107 Exploration costs 9,098 6,176 Stock option expense 2,985 2,448 Depreciable property 1,085 1,098 Inventories 296 334 Asset retirement obligations 6,280 4,267 Investment in equity securities ( 3,745 ) ( 3,351 ) Equity accounted for investment 1,953 ( 4,190 ) Other ( 3,423 ) ( 3,643 ) Section 163(j) interest expense carry forwards 3,307 3,307 Loss carry forwards 83,499 72,214 101,395 80,767 Valuation allowance ( 96,976 ) ( 78,741 ) Deferred tax assets 4,419 2,026 Deferred tax liabilities Mineral properties ( 66,542 ) ( 66,373 ) Net deferred tax liabilities $ ( 62,123 ) $ ( 64,347 ) F- 35 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 The Company’s U.S. net operating loss carry-forwards expire as follows: July 31, 2026 $ 4,703 July 31, 2027 3,171 July 31, 2028 2,798 July 31, 2029 10,332 July 31, 2030 9,183 Between July 31, 2031 and 2037 146,045 No expiry 167,234 $ 343,466 For U.S. federal income tax purposes, a change in ownership under IRC Section 382 has occurred as a result of the Company’s acquisitions in prior years. When an ownership change has occurred, the utilization of these losses against future income would be subject to an annual limitation, which would be equal to the value of the acquired company immediately prior to the change in ownership multiplied by the IRC Section 382 rate in effect during the month of the change. The Company’s Canadian net operating loss carry-forwards in Canadian dollars expire as follows: July 31, 2027 $ 132 July 31, 2028 455 July 31, 2029 556 July 31, 2030 552 July 31, 2031 706 Remaining balance 5,849 $ 8,250 NOTE 22: SEGMENT INFORMATION The Company’s operating segments consist of uranium exploration and mining activities in Wyoming, Texas, Saskatchewan and Others, as well as a corporate segment engaged in investments and the trading of purchased uranium inventory. Our Chief Executive Officer who is the CODM evaluates performance and allocates resources for all of the Company’s reportable segments based on income (loss) before income taxes. The CODM uses segment income (loss) before income taxes to allocate resources, including decisions related to capital investment in mining operations and potential expansion opportunities. The significant segment expenses reviewed by the CODM are consistent with the operating expense line items presented in the Company’s consolidated statements of operations. F- 36 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 The Company adopted ASU 2023 - 07, Segment Reporting (Topic 280 ), on August 1, 2024. The new segment reporting requirement is applied retrospectively to all prior periods presented in these consolidated financial statements. The tables below present financial information for each of the Company’s reportable segments. All intercompany transactions have been eliminated. Year ended July 31, 2025 Mining Corporate Total Statement of Operations Wyoming Texas Saskatchewan Others Sales and service revenue $ - $ - $ - $ - $ 66,837 $ 66,837 Cost of sales and services - - - - ( 42,360 ) ( 42,360 ) Depreciation, amortization and accretion ( 3,485 ) ( 822 ) ( 151 ) ( 7 ) ( 9 ) ( 4,474 ) Other operating expenses(1) ( 42,895 ) ( 20,707 ) ( 8,491 ) ( 1,190 ) ( 20,041 ) ( 93,324 ) Other income (expenses): Interest expense and finance costs ( 1,046 ) - - ( 19 ) ( 381 ) ( 1,446 ) Loss from equity-accounted investment - - - - ( 3,352 ) ( 3,352 ) Fair value loss on equity securities - - - - ( 18,051 ) ( 18,051 ) Gain on revaluation of derivative liabilities - - - - 1,706 1,706 Interest income - - 2 - 4,020 4,022 Other items ( 109 ) ( 290 ) 21 4 381 7 Loss before income taxes $ ( 47,535 ) $ ( 21,819 ) $ ( 8,619 ) $ ( 1,212 ) $ ( 11,250 ) $ ( 90,435 ) Total assets $ 366,177 $ 34,849 $ 378,517 $ 20,883 $ 307,227 $ 1,107,653 Equity-accounted investments $ - $ - $ - $ - $ 55,825 $ 55,825 Capital additions $ 191,826 $ 3,736 $ 273 $ 102 $ - $ 195,937 Year ended July 31, 2024 Mining Corporate Total Statement of Operations Wyoming Texas Saskatchewan Others Sales and service revenue $ 224 $ - $ - $ - $ - $ 224 Cost of sales and services ( 187 ) - - - - ( 187 ) Depreciation, amortization and accretion ( 1,584 ) ( 500 ) ( 84 ) ( 4 ) ( 11 ) ( 2,183 ) Other operating expenses(1) ( 12,609 ) ( 12,208 ) ( 11,706 ) ( 903 ) ( 16,830 ) ( 54,256 ) Other income (expenses): Interest expense and finance costs ( 555 ) - - ( 19 ) ( 253 ) ( 827 ) Income (loss) from equity-accounted investment - - ( 1,440 ) - 2,457 1,017 Fair value gain (loss) on equity securities - - ( 37 ) - 27,542 27,505 Loss on revaluation of derivative liabilities - - - - ( 8,226 ) ( 8,226 ) Interest income - - 1 - 2,628 2,629 Other items ( 30 ) ( 204 ) 19 10 254 49 Income (loss) before income taxes $ ( 14,741 ) $ ( 12,912 ) $ ( 13,247 ) $ ( 916 ) $ 7,561 $ ( 34,255 ) Total assets $ 169,740 $ 23,776 $ 378,368 $ 20,789 $ 297,155 $ 889,828 Equity-accounted investments $ - $ - $ - $ - $ 58,809 $ 58,809 Capital additions $ 646 $ 408 $ 2,281 $ 119 $ 3 $ 3,457 F- 37 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2025 Year ended July 31, 2023 Mining Corporate Total Statement of Operations Wyoming Texas Saskatchewan Others Sales and service revenue $ 439 $ - $ - $ - $ 163,950 $ 164,389 Cost of sales and services ( 367 ) - - - ( 114,352 ) ( 114,719 ) Depreciation, amortization and accretion ( 1,526 ) ( 460 ) ( 3 ) ( 6 ) ( 12 ) ( 2,007 ) Other operating expenses(1) ( 7,143 ) ( 7,786 ) ( 5,134 ) ( 1,596 ) ( 17,025 ) ( 38,684 ) Impairment loss on mineral properties - - ( 112 ) - - ( 112 ) Other income (expenses): Interest expense and finance costs - - ( 563 ) ( 19 ) ( 223 ) ( 805 ) Income (loss) from equity-accounted investment - - ( 2,062 ) - 1,068 ( 994 ) Fair value loss on equity securities - - ( 19 ) - ( 13,064 ) ( 13,083 ) Gain on revaluation of derivative liabilities - - - - 3,293 3,293 Interest income - - 36 - 314 350 Other items ( 545 ) ( 183 ) 1,015 2 ( 354 ) ( 65 ) Income (loss) before income taxes $ ( 9,142 ) $ ( 8,429 ) $ ( 6,842 ) $ ( 1,619 ) $ 23,595 $ ( 2,437 ) Total assets $ 169,706 $ 23,500 $ 386,356 $ 20,658 $ 137,369 $ 737,589 Equity-accounted investments $ - $ - $ - $ - $ 48,110 $ 48,110 Capital additions $ 62 $ 355 $ 386,684 $ 100 $ 15 $ 387,216 ( 1 ) Other operating expenses include mineral property expenditures and general and administrative expenses. F-38 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. URANIUM ENERGY CORP. By: /s/ Amir Adnani Amir Adnani President, Chief Executive Officer (Principal Executive Officer) and Director Date: September 23, 2025. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Amir Adnani Amir Adnani President, Chief Executive Officer (Principal Executive Officer) and Director Date: September 23, 2025. By: /s/ Josephine Man Josephine Man Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: September 23, 2025. By: /s/ Spencer Abraham Spencer Abraham Chairman and Director Date: September 23, 2025. By: /s/ Vincent Della Volpe Vincent Della Volpe Director Date: September 23, 2025. By: /s/ David Kong David Kong Director Date: September 23, 2025. By: /s/ Trecia Canty Trecia Canty Director Date: September 23, 2025. By: /s/ Gloria Ballesta Gloria Ballesta Director Date: September 23, 2025. 129