What changed in this filing

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Item 1. Financial Statements

2026-03-10 compared with 2025-12-10 · 371 added, 392 removed, 636 unchanged (55% of the section changed)

2 unchanged sentences

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE three months ended October 31, 2025

FOR THE three and six months ended January 31, 2026

(Unaudited – Expressed in thousands of U.S.

3 unchanged sentences

(Unaudited – Expressed in thousands of U.S.

October 31, 2025

January 31, 2026

July 31, 2025

2 unchanged sentences

$ 486,347 $ 148,930

3 81,662 79,279

Accounts receivable

Prepaid expenses and other receivables

3 84,693 79,279

TOTAL CURRENT ASSETS

47 unchanged sentences

Three Months Ended

12 $ - $ 17,087

Six Months Ended

COST OF SALES

12 - ( 10,836 )

OPERATING COSTS

Mineral property expenditures

4 20,920 13,514

General and administrative

Depreciation, amortization and accretion

4,5,9 1,479 598

TOTAL OPERATING COSTS

29,822 19,454

LOSS FROM OPERATIONS

( 29,822 ) ( 13,203 )

OTHER INCOME (EXPENSES)

Interest expense and finance costs

( 723 ) ( 341 )

Income (loss) from equity-accounted investments

7 740 ( 476 )

Fair value gain (loss) on equity securities

8 16,021 ( 10,349 )

Gain on revaluation of derivative liabilities

1 unchanged sentence

OTHER INCOME (EXPENSES)

18,813 ( 8,292 )

LOSS BEFORE INCOME TAXES

( 11,009 ) ( 21,495 )

DEFERRED TAX RECOVERY

DEFERRED TAX (EXPENSES) RECOVERY

NET LOSS FOR THE PERIOD

( 10,341 ) ( 20,158 )

OTHER COMPREHENSIVE LOSS

Translation loss

( 2,532 ) ( 1,728 )

Translation gain (loss)

TOTAL OTHER COMPREHENSIVE LOSS

( 2,532 ) ( 1,728 )

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD

$ ( 12,873 ) $ ( 21,886 )

NET LOSS PER SHARE

$ ( 0.02 ) $ ( 0.05 )

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,

467,942,060 412,138,998

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

2 unchanged sentences

(Unaudited – Expressed in thousands of U.S.

Three Months Ended October 31,

Six Months Ended January 31,

OPERATING ACTIVITIES

Net loss for the period

$ ( 10,341 ) $ ( 20,158 )

Adjustments to reconcile net loss to cash flows in operating activities

Stock-based compensation

11 1,678 1,821

Depreciation, amortization and accretion

4,5,9 1,479 598

(Income) loss from equity-accounted investments

7 ( 740 ) 476

Gain on disposition of assets

(Gain) loss on revaluation of equity securities

8 ( 16,021 ) 10,349

Gain on revaluation of derivative liabilities

Deferred tax recovery

( 668 ) ( 1,337 )

Changes in operating assets and liabilities

( 2,077 ) 9,992

Accounts receivable

Prepaid expenses and other receivables

( 3,004 ) ( 591 )

Accounts payable and accrued liabilities

( 4,473 ) ( 10,899 )

Other liabilities

NET CASH USED IN OPERATING ACTIVITIES

( 34,309 ) ( 11,452 )

FINANCING ACTIVITIES

Proceeds from share issuances, net of issuance costs

10 342,760 64,647

Taxes and withholdings paid upon settlement of equity awards on a forfeiture basis

( 3,083 ) ( 2,637 )

NET CASH PROVIDED BY FINANCING ACTIVITIES

339,677 62,010

INVESTING ACTIVITIES

Acquisition of Sweetwater Assets

Investment in mineral rights and properties

Capital contribution to equity-accounted investment

Investment in equity securities

Proceeds from sale of equity securities

Purchase of property, plant and equipment

( 1,128 ) ( 1,219 )

Proceeds from disposition of assets

NET CASH USED IN INVESTING ACTIVITIES

( 1,128 ) 52,509

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

304,240 103,067

FOREIGN EXCHANGE DIFFERENCE ON CASH

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

158,137 94,784

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

6 $ 462,375 $ 197,847

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

8 unchanged sentences

Balance, July 31, 2025

454,015,855 $ 454 $ 1,404,420 $ ( 406,557 ) $ ( 14,417 ) $ 983,900

Issued under ATM offerings, net of issuance costs

10,077,186 10 99,665 - - 99,675

Issued under private placement, net of issuance costs

575,000 - 7,880 - - 7,880

Issued under public offering, net of issuance costs

17,825,000 18 231,587 - - 231,605

Issued upon vesting of RSUs

2,879 - - - - -

Issued upon exercise of stock options

713,305 1 652 - - 653

Stock-based compensation

Amortization of stock-based compensation

- - 1,680 - - 1,680

Common stock forfeited for tax paid upon vesting of equity awards

- ( 37 ) - - ( 37 )

Net loss for the period

- - - ( 10,341 ) - ( 10,341 )

Other comprehensive loss

- - - - ( 2,532 ) ( 2,532 )

Balance, October 31, 2025

483,209,225 $ 483 $ 1,745,847 $ ( 416,898 ) $ ( 16,949 ) $ 1,312,483

Issued under ATM offering, net of issuance costs

Issued upon exercise of stock options

Issued upon vesting of RSUs

Issued upon exercise of warrants

Stock-based compensation

Amortization of stock-based compensation

Net loss for the period

Other comprehensive loss

Balance, January 31, 2026

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

8 unchanged sentences

Balance, July 31, 2024

410,355,768 $ 410 $ 1,110,433 $ ( 318,901 ) $ ( 13,829 ) $ 778,113

Issued under ATM offerings, net of issuance costs

7,595,626 8 61,223 - - 61,231

Issued upon exercise of stock options

121,037 - 120 - - 120

Issued upon exercise of warrants

1,054,997 1 4,618 - - 4,619

Stock-based compensation

Common stock issued for consulting services

15,000 - 88 - - 88

Amortization of stock-based compensation

- - 1,733 - - 1,733

Net loss for the period

- - - ( 20,158 ) - ( 20,158 )

Other comprehensive loss

- - - - ( 1,728 ) ( 1,728 )

Balance, October 31, 2024

419,142,428 $ 419 $ 1,178,215 $ ( 339,059 ) $ ( 15,557 ) $ 824,018

Issued under ATM offering, net of issuance costs

Issued upon exercise of stock options

Issued upon vesting of RSUs

Stock-based compensation

Amortization of stock-based compensation

Net income for the period

Other comprehensive income

Balance, January 31, 2025

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

1 unchanged sentence

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

13 unchanged sentences

In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation have been made.

Operating results for the three months ended October 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2026 (“Fiscal 2026 ”).

Operating results for the six months ended January 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2026 (“Fiscal 2026 ”).

All amounts in the tables are expressed in thousands of U.S.

12 unchanged sentences

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

20 unchanged sentences

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

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

As at October 31, 2025 , we held 1,356,000 ( July 31, 2025 :

As at January 31, 2026 , we held 1,456,000 ( July 31, 2025 :

1,356,000 ) pounds of purchased uranium concentrate inventory.

Costs of inventories consist of the following:

October 31, 2025

January 31, 2026

July 31, 2025

Material and supplies

$ 1,496 $ 1,470

In-process inventory

1 unchanged sentence

Purchased uranium inventories

72,899 72,899

$ 81,662 $ 79,279

As of October 31, 2025 , our uranium inventory purchase commitments for the next five fiscal years are as follows:

Purchase Commitments

Purchase Price

300,000 $ 11,114

Subsequent to October 31, 2025 , we received 200,000 pounds of uranium inventory pursuant to these commitments at a purchase price of $ 7.49 million.

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

2 unchanged sentences

Mineral Rights

As at October 31, 2025 , we owned mineral rights in the United States, Canada and the Republic of Paraguay.

As at January 31, 2026 , we owned mineral rights in the United States, Canada and the Republic of Paraguay.

These mineral rights were acquired through staking, purchase or lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium.

As at October 31, 2025 , the carrying value of our mineral rights and properties were as follows:

As at January 31, 2026 , the carrying value of our mineral rights and properties were as follows:

United States

Balance, July 31, 2025

$ 326,192 $ 376,027 $ 15,014 $ 717,233

Impact of foreign currency translation

- ( 2,263 ) - ( 2,263 )

Balance, October 31, 2025

326,192 373,764 15,014 714,970

Balance, January 31, 2026

Accumulated Depletion and Amortization

1 unchanged sentence

Balance, July 31, 2025

( 7,477 ) ( 105 ) - ( 7,582 )

( 275 ) - - ( 275 )

Balance, October 31, 2025

( 7,752 ) ( 105 ) - ( 7,857 )

Impact of foreign currency translation

Balance, January 31, 2026

Carrying Value

Balance, July 31, 2025

$ 318,715 $ 375,922 $ 15,014 $ 709,651

Balance, October 31, 2025

$ 318,440 $ 373,659 $ 15,014 $ 707,113

Balance, January 31, 2026

We have not established proven or probable reserves, as defined by the SEC under S-K 1300, for any of our mineral projects.

2 unchanged sentences

Mineral property expenditures recorded during the period are as follows:

Three Months Ended October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Permitting and land payments

$ 1,356 $ 1,478

Extraction readiness and mine site maintenance

$ 20,920 $ 13,514

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

2 unchanged sentences

Property, plant and equipment consists of the following:

October 31, 2025

January 31, 2026

July 31, 2025

Plant and Processing Facilities

$ 61,624 $ ( 4,964 ) $ 56,660 $ 61,624 $ ( 4,398 ) $ 57,226

Mining Equipment

7,276 ( 3,154 ) 4,122 6,980 ( 2,961 ) 4,019

Logging Equipment and Vehicles

6,441 ( 2,924 ) 3,517 5,518 ( 2,716 ) 2,802

Computer Equipment

267 ( 260 ) 7 264 ( 258 ) 6

Furniture and Fixtures

243 ( 207 ) 36 243 ( 204 ) 39

2,086 ( 184 ) 1,902 2,086 ( 179 ) 1,907

1,514 - 1,514 1,514 - 1,514

$ 79,451 $ (11,693 ) $ 67,758 $ 78,229 $ (10,716 ) $ 67,513

RESTRICTED CASH

2 unchanged sentences

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

October 31, 2025

January 31, 2026

July 31, 2025

Cash and cash equivalents

$ 454,718 $ 148,930

Restricted cash

Total cash, cash equivalents and restricted cash

$ 462,375 $ 158,137

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash.

4 unchanged sentences

Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent.

As of October 31, 2025 , approximately $ 318.87 million of our cash and cash equivalents is held in a single financial institution, which is among the largest banks in the U.S.

and subject to concentration risk.

The Company does not consider any of its financial assets to be impaired as of October 31, 2025 .

As of January 31, 2026 , approximately $ 472.29 million of our cash and cash equivalents is held in two financial institutions, which are among the largest banks in the U.S.

and Canada and subject to concentration risk.

The Company does not consider any of its financial assets to be impaired as of January 31, 2026 .

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

1 unchanged sentence

EQUITY-ACCOUNTED INVESTMENTS

As at October 31, 2025 , we owned 17,978,364 shares of Uranium Royalty Corp.

As at January 31, 2026 , we owned 17,978,364 shares of Uranium Royalty Corp.

(“URC”), representing a 12.3 % ( July 31, 2025 :

2 unchanged sentences

Furthermore, one of these executive officers also holds an executive position within URC.

As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during the three months ended October 31, 2025 .

As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during the three and six months ended January 31, 2026 .

Should URC’s outstanding options be fully exercised, the Company’s ownership interest would decrease from 12.3 % to 12.1 %.

URC is a public company listed on the Toronto Stock Exchange with the trading symbol “URC” and on NASDAQ with the trading symbol “UROY”.

As at October 31, 2025 , the fair value of our investment in URC was approximately $ 87.37 million ( July 31, 2025 :

As at January 31, 2026 , the fair value of our investment in URC was approximately $ 83.06 million ( July 31, 2025 :

$ 46.56 million).

As at October 31, 2025 , we owned 50 % of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”).

As at January 31, 2026 , we owned 50 % of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”).

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 the three months ended October 31, 2025 , the changes in carrying value of our equity-accounted investments are summarized as follows:

During the six months ended January 31, 2026 , the changes in carrying value of our equity-accounted investments are summarized as follows:

Investment in

Balance, July 31, 2025

$ 34,657 $ 21,168 $ 55,825

Share of income (loss)

381 ( 1,158 ) ( 777 )

Gain on dilution of ownership interest

1,517 - 1,517

Foreign exchange difference

( 416 ) ( 233 ) ( 649 )

Balance, October 31, 2025

$ 36,139 $ 19,777 $ 55,916

For the three months ended October 31, 2025 and 2024 , income (loss) from our equity-accounted investments consisted of the following:

Three Months Ended October 31,

Balance, January 31, 2026

For the three and six months ended January 31, 2026 and 2025 , income (loss) from our equity-accounted investments consisted of the following:

Three Months Ended January 31,

Six Months Ended January 31,

Share of income (loss)

$ ( 777 ) $ ( 481 )

Gain on dilution of ownership interest

$ 740 $ ( 476 )

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

1 unchanged sentence

INVESTMENTS IN EQUITY SECURITIES

During the three months ended October 31, 2025 , the changes in our investments in equity securities are summarized as follows:

During the six months ended January 31, 2026 , the changes in our investments in equity securities are summarized as follows:

Balance, July 31, 2025

Investment in public listed companies

Sale of investment in publicly listed companies

Fair value gain on equity securities

Balance, October 31, 2025

Balance, January 31, 2026

Pursuant to Accounting Standards Codification (“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 October 31, 2025 , the Company owned 4,978,877 common shares of Anfield Energy Inc.

As at January 31, 2026 , the Company owned 4,978,876 common shares of Anfield Energy Inc.

(“Anfield”) ( July 31, 2025 :

1 unchanged sentence

31.8 %) of the outstanding common shares of Anfield on a non-diluted basis and approximately 33.70 % ( July 31, 2025 :

37.0 %) 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.

37.0 %) on a partially diluted basis after ass uming the exercise of 1,283,639 post-consolidated share purchase warrants of Anfield (the “Anfield Warrants”) h eld by the Company.

As a result, the Company’s investment in Anfield’s common shares is subject to the 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 October 31, 2025 , the fair value of the Company’s investment in Anfield’s common shares was $ 41.27 million ( July 31, 2025 :

All subsequent changes in fair value of the common shares of Anfield are recognized in our consolidated statements of operations.

On January 12, 2026, the Company entered into a subscription agreement to purchase 896,861 subscription receipts (the “Subscription Receipts”) of Anfield for $ 4.00 million.

Each Subscription Receipt entitled the Company to receive, upon satisfaction of the Escrow Release Conditions (as defined below) on or prior to March 31, 2026, or such other later date as may be specified by the Company in writing, one common share of Anfield, without payment of additional consideration and without further action on the part of the Company.

Anfield required the approval of the TSX-Venture Exchange (the “TSX-V”) and the disinterested shareholders of Anfield at a special shareholder meeting on February 27, 2026 ( the “Escrow Release Conditions”) to remove the Escrow Release Conditions associated with the subscription.

Anfield received the approval by the TSX-V and its disinterested shareholders, and consequently issued 896,861 Anfield’s common shares to the Company on February 27, 2026.

On January 31, 2026, the Company remeasured the fair value of the Subscription Receipts using the closing price of Anfield’s common shares on that date, and recognized the resulting change as fair value gain on equity securities in the consolidated statements of operations.

As at January 31, 2026, the fair value of the Company’s investment in Anfield’s common shares and Subscription Receipts was $ 48.71 million ( July 31, 2025:

$ 26.14 million) and the fair value of our Anfield Warrants was $ 2.47 million ( July 31, 2025:

$ 1.39 million).

The cumulative revaluation adjustment since acquisition of the equity securities held as at October 31, 2025 is a gain of $ 7.85 million.

The cumulative revaluation adjustment since acquisition of the equity securities and Subscription Receipts of Anfield held as at January 31, 2026 is a gain of $ 11.74 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.

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

ASSET RETIREMENT OBLIGATIONS

2 unchanged sentences

Liabilities settled in cash

Balance, October 31, 2025

Balance, January 31, 2026

Asset retirement obligations, current

1 unchanged sentence

The estimated cash flows and assumptions used for our ARO estimates are as follows:

October 31, 2025

January 31, 2026

July 31, 2025

Undiscounted amount of estimated cash flows

88,527 88,669

Payable in years

1 to 37 1 to 37

Inflation rate

1.56 % to 5.32 % 1.56 % to 5.32 %

1.56 % to 5.32 %

Discount rate

3.72 % to 6.35 % 3.72 % to 6.35 %

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

3.72 % to 6.35 %

CAPITAL STOCK

2 unchanged sentences

On November 16, 2022, we also entered into an at-the-market offering agreement (the “2022 ATM Offering Agreement”) with H.C.

Wainwright & Co., LLC and certain co-managers (collectively, the “2022 ATM Managers”) as set forth in the 2022 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $ 300 million through the 2022 ATM Managers selected by us.

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.

Wainwright & Co., LLC and certain co-managers (collectively, the “2022 ATM Managers”) as set forth in the 2022 ATM Offering Agreement under which we could, from time to time, sell shares of our common stock having an aggregate offering price of up to $ 300 million through the 2022 ATM Managers selected by us.

On December 20, 2024, we filed a prospectus supplement to our 2022 Shelf (the “2024 ATM Offering”) under which we could, 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.

Under the 2024 ATM Offering Agreement, we could, from time to time, sell shares of our common stock through the 2024 ATM Managers selected by us.

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

On November 14, 2025, we filed 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 units which include common stock, debt securities, warrants or any combination thereof (the “2025 Shelf”), which included an at-the-market offering agreement prospectus (the “2025 ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $ 600 million in shares of our common stock under the 2025 Shelf.

2 unchanged sentences

Under the 2025 ATM Offering Agreement, we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $ 600 million through the 2025 ATM Managers selected by us.

During the three months ended October 31, 2024 , we issued 7,595,626 of the Company’s common stock under the 2022 ATM Offering for gross cash proceeds of $ 62.64 million.

The total issuance costs were $ 1.41 million, all of which were related to compensation paid to the 2022 ATM Managers.

During the three months ended October 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.

During the six months ended January 31, 2025 , we issued 11,516,375 and 5,310,281 of the Company’s common stock under the 2022 ATM Offering and the 2024 ATM Offering for gross cash proceeds of $ 94.40 million and $ 40.52 million, respectively.

The total issuance costs were $ 2.15 million and $ 0.91 million, all of which were related to compensation paid to the 2022 ATM Managers and the 2024 ATM Managers, respectively.

During the six months ended January 31, 2026 , we issued 10,077,186 and 5,758,936 of the Company’s common stock under the 2024 ATM Offering and the 2025 ATM Offering for gross cash proceeds of $ 101.97 million and $ 107.98 million, respectively.

The total issuance costs were $ 2.29 million and $ 2.16 million, all of which were related to compensation paid to the 2024 ATM Managers and the 2025 ATM Managers, respectively.

Subsequent to January 31, 2026 , we issued 869,556 of the Company’s common stock under the 2025 ATM Offering for gross cash proceeds of $ 14.77 million.

The total issuance costs were $ 0.30 million, all of which were related to compensation paid to the 2025 ATM Managers.

3 unchanged sentences

The total issuance costs were $ 2.79 million pursuant to the public offering and the over-allotment purchase.

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

Private Placement

5 unchanged sentences

Share Purchase Warrants

As at October 31, 2025, our number of outstanding share purchase warrants was 159,091 ( July 31, 2025:

A summary of our share purchase warrants outstanding and exercisable as of October 31, 2025 , is as follows:

Weighted Average Remaining

Weighted Average

Exercise Price

4.13 159,091 0.43 April 5, 2026

As at January 31, 2026 , our number of outstanding share purchase warrants was nil ( July 31, 2025:

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

STOCK-BASED COMPENSATION

Stock Options

A continuity schedule of our outstanding stock options for the three months ended October 31, 2025 , is as follows:

A continuity schedule of our outstanding stock options for the six months ended January 31, 2026 , is as follows:

Number of Stock

2 unchanged sentences

Balance, July 31, 2025

4,594,207 $ 2.71

( 857,220 ) 2.58

( 1,200 ) 5.49

Balance, October 31, 2025

3,735,787 $ 2.74

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

Balance, January 31, 2026

The table below sets forth the number of shares issued and cash received upon the exercise of our stock options:

Three Months Ended October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Number of Options Exercised on a Cash Basis

189,417 46,275

Number of Options Exercised on a Non-Cash Basis

667,803 127,100

Total Number of Options Exercised

857,220 173,375

Number of Shares Issued on a Cash Basis

189,417 46,275

Number of Shares Issued on a Non-Cash Basis

523,888 74,762

Total Number of Shares Issued Upon Exercise of Options

713,305 121,037

Cash Received from Exercise of Stock Options

Total Intrinsic Value of Options Exercised

$ 7,548 $ 809

A continuity schedule of our outstanding unvested stock options as of October 31, 2025 , and the changes during the period, is as follows:

A continuity schedule of our outstanding unvested stock options as of January 31, 2026 , and the changes during the period, is as follows:

Number of Unvested Stock Options

1 unchanged sentence

Balance, July 31, 2025

359,619 $ 3.80

( 30,060 ) 4.43

Balance, October 31, 2025

329,559 $ 3.75

As at October 31, 2025 , the aggregate intrinsic value of all of our outstanding stock options was estimated at $ 46.30 million (vested:

Balance, January 31, 2026

As at January 31, 2026 , the aggregate intrinsic value of all of our outstanding stock options was esti mated at $ 51.34 million (vested:

$ 48.80 million and unvested:

$ 2.54 million).

As at October 31, 2025 , our unrecognized compensation cost related to unvested stock options was $ 0.49 million ( July 31, 2025 :

$ 0.75 million), which is expected to be recognized over 0.90 years.

A summary of our stock options outstanding and exercisable as of October 31, 2025 , is as follows:

As at January 31, 2026 , our unrecognized compensation cost related to unvested stock options was $ 0.29 million ( July 31, 2025 :

$ 0.75 million), which is expected to be recognized over a weighted average period of 0.83 years.

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

A summary of our stock options outstanding and exercisable as of January 31, 2026 , is as follows:

Options Outstanding

2 unchanged sentences

Exercisable at

October 31, 2025

January 31, 2026

Exercise Price

October 31, 2025

January 31, 2026

Exercise Price

18 unchanged sentences

3,551,087 $ 2.78 5.88 3,326,996 $ 2.57 5.70

Restricted Stock Units

A summary of our outstanding and unvested restricted stock units (each, an “RSU”) as of January 31, 2026 , is as follows:

Number of RSUs

Weighted Average Grant-Date Fair Value

Balance, July 31, 2025

Balance, January 31, 2026

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

Restricted Stock Units

A summary of our outstanding and unvested restricted stock units (each, an “RSU”) as of October 31, 2025 , is as follows:

Restricted Stock

Remaining Life

Intrinsic Value

July 31, 2023

206,800 $ 3.32 0.83 $ 3,129

April 1, 2024

13,334 7.07 1.50 202

July 26, 2024

406,732 5.49 1.82 6,154

October 1, 2024

10,735 6.21 2.00 162

November 5, 2024

1,673 7.12 1.10 25

November 5, 2024

14,344 7.12 2.10 217

January 6, 2025

5,874 7.06 2.27 89

January 27, 2025

2,122 7.07 2.33 32

194 6.61 1.69 3

July 31, 2025

535,638 8.68 2.84 8,104

October 22, 2025

106 13.51 2.06 2

1,197,552 $ 6.60 2.11 $ 18,119

During the three months ended October 31, 2025 , our stock-based compensation related to RSUs was $ 1.06 million ( three months ended October 31, 2024 :

$ 0.75 million).

As at October 31, 2025 , our unrecognized compensation costs related to unvested RSUs totaled $ 5.29 million ( July 31, 2025 :

$ 6.35 million), which is expected to be recognized over a period of approximately 1.67 years.

During the three and six months ended January 31, 2026 , our stock-based compensation related to RSUs was $ 1.58 million and $ 2.64 million ( three and six months ended January 31, 2025 :

$ 0.78 million and $ 1.53 million), respectively.

As at January 31, 2026 , our unrecognized compensation costs related to unvested RSUs totaled $ 6.06 million ( July 31, 2025 :

$ 6.35 million), which is expected to be recognized over a weighted average period of approximately 1.79 years.

Performance Based Restricted Stock Units

During the three months ended October 31, 2025 , our stock-based compensation related to the amortization of performance based restricted stock units (each, a “PRSU”) totaled $ 0.37 million ( three months ended October 31, 2024 :

$ 0.29 million).

As at October 31, 2025 , our unrecognized compensation costs related to unvested PRSUs totaled $ 2.75 million ( July 31, 2025 :

During the three and six months ended January 31, 2026 , our stock-based compensation related to the amortization of performance based restricted stock units (each, a “PRSU”) totaled $ 0.36 million and $ 0.73 million ( three and six months ended January 31, 2025 :

$ 0.29 million and $ 0.57 million), respectively.

As at January 31, 2026 , our unrecognized compensation costs related to unvested PRSUs totaled $ 2.39 million ( July 31, 2025 :

$ 3.12 million), which is expected to be recognized over a period of approximately 2.06 years.

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

Stock-Based Compensation

A summary of our stock-based compensation expense for the three months ended October 31, 2025 , is as follows:

A summary of our stock-based compensation expense for the three and six months ended January 31, 2026 , is as follows:

Three Months Ended

Six Months Ended

Stock-Based Compensation for Consultants

8 unchanged sentences

Amortization of RSU expenses

$ 1,681 $ 1,821

SALES AND COST OF SALES

The table below provides a breakdown of our sales revenue and the cost of sales revenue:

Three Months Ended October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Sales of purchased uranium inventory

Cost of purchased uranium inventory

$ - $ ( 10,836 )

The table below provides a breakdown of major customers:

Three Months Ended October 31,

The sale of purchased uranium inventory was completed on January 30, 2026.

The receivable arising from the sale was subsequently collected on February 13, 2026.

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

The table below provides a breakdown of major customers:

Three Months Ended January 31,

Six Months Ended January 31,

LOSS PER SHARE

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

Three Months Ended October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Net Loss for the Period

$ ( 10,341 ) $ ( 20,158 )

Basic Weighted Average Number of Shares

467,942,060 412,138,998

Dilutive Effect of Stock Awards and Warrants

Diluted Weighted Average Number of Shares

467,942,060 412,138,998

Net Loss Per Share – Basic

$ ( 0.02 ) $ ( 0.05 )

Net Loss Per Share – Diluted

$ ( 0.02 ) $ ( 0.05 )

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

SEGMENTED 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 Chief Operating Decision Maker (“CODM”) evaluates performance and allocates resources for all of the Company’s reportable segments based on income (loss) before income taxes.

Our Chief Executive Officer who is our Chief Operating Decision Maker (“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.

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

The Company adopted ASU 2023 - 07, Segment Reporting (Topic 280 ), on August 1, 2024.

2 unchanged sentences

All intercompany transactions have been eliminated.

Three months ended October 31, 2025

Three months ended January 31, 2026

Statement of Operations

1 unchanged sentence

Cost of sales

- - - - ( 10,172 ) ( 10,172 )

Depreciation, amortization and accretion

18 unchanged sentences

$ 984 $ 533 $ - $ 25 $ - $ 1,542

Three months ended January 31, 2025

Statement of Operations

$ - $ - $ - $ - $ 49,750 $ 49,750

Cost of sales

- - - - ( 31,524 ) ( 31,524 )

Depreciation, amortization and accretion

( 864 ) ( 139 ) ( 39 ) ( 1 ) ( 2 ) ( 1,045 )

Other operating expenses (1)

( 10,225 ) ( 4,120 ) ( 694 ) ( 375 ) ( 5,401 ) ( 20,815 )

Other income (expenses)

Loss from equity-accounted investment

- - - - ( 991 ) ( 991 )

Fair value loss on equity securities

- - - - ( 7,967 ) ( 7,967 )

Interest expense and finance costs

( 259 ) - - ( 5 ) ( 25 ) ( 289 )

Interest income

- - - - 1,201 1,201

- ( 11 ) 4 2 23 18

Income (loss) before income taxes

$ ( 11,348 ) $ ( 4,270 ) $ ( 729 ) $ ( 379 ) $ 5,064 $ ( 11,662 )

$ 364,988 $ 24,812 $ 369,361 $ 20,816 $ 201,980 $ 981,957

Equity-accounted investments

$ - $ - $ - $ - $ 55,181 $ 55,181

Capital additions

$ 190,645 $ 807 $ - $ 52 $ - $ 191,504

URANIUM ENERGY CORP.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

January 31, 2026

(Unaudited - Expressed in thousands of U.S.

dollars unless otherwise stated)

Three months ended October 31, 2024

Six months ended January 31, 2026

Statement of Operations

7 unchanged sentences

Other income (expenses)

Income from equity-accounted investment

- - - - 2,893 2,893

Fair value gain on equity securities

- - - - 20,085 20,085

Interest expense and finance costs

( 766 ) ( 447 ) - ( 10 ) - ( 1,223 )

Interest income

- - - - 6,666 6,666

- 13 9 2 - 24

Income (loss) before income taxes

$ ( 30,832 ) $ ( 14,639 ) $ ( 6,751 ) $ ( 597 ) $ 27,879 $ ( 24,940 )

Capital additions

$ 1,298 $ 1,331 $ 57 $ 81 $ - $ 2,767

Six months ended January 31, 2025

Statement of Operations

$ - $ - $ - $ - $ 66,837 $ 66,837

Cost of sales

- - - - ( 42,360 ) ( 42,360 )

Depreciation, amortization and accretion

( 1,288 ) ( 272 ) ( 75 ) ( 4 ) ( 4 ) ( 1,643 )

Other operating expenses (1)

( 15,948 ) ( 8,452 ) ( 4,723 ) ( 839 ) ( 9,710 ) ( 39,672 )

Other income (expenses)

Loss from equity-accounted investment

11 unchanged sentences

$ ( 17,638 ) $ ( 8,891 ) $ ( 4,789 ) $ ( 850 ) $ ( 990 ) $ ( 33,158 )

$ 171,700 $ 24,064 $ 378,066 $ 20,830 $ 323,138 $ 917,798

Equity-accounted investments

$ - $ - $ - $ - $ 58,438 $ 58,438

Capital additions

3 unchanged sentences

Long-lived assets (2)

October 31, 2025

January 31, 2026

July 31, 2025

9 unchanged sentences

The following management ’ s discussion and analysis of the Company ’ s financial condition and results of operations (the “ MD&A ” ) contain forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations.

In evaluating these statements you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Form 10-Q Quarterly Report for the three months ended October 31, 2025, and our Form 10-K Annual Report for Fiscal 2025, including the consolidated financial statements and related notes contained therein.

In evaluating these statements you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Form 10-Q Quarterly Report for the six months ended January 31, 2026, and our Form 10-K Annual Report for Fiscal 2025, including the consolidated financial statements and related notes contained therein.

These factors, or any one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement made in this Quarterly Report.

Refer to “ Cautionary Note Regarding Forward-looking Statements ” as disclosed in our Form 10-K Annual Report for Fiscal 2025, and Item 1A, Risk Factors, under Part II - Other Information, of this Quarterly Report.

This MD&A is focused on material changes in our financial condition from July 31, 2025, our most recently completed year end, to October 31, 2025, and our results of operations for the three months ended October 31, 2025, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, as contained in our Form 10-K Annual Report for Fiscal 2025.

This MD&A is focused on material changes in our financial condition from July 31, 2025, our most recently completed year end, to January 31, 2026, and our results of operations for the three and six months ended January 31, 2026, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, as contained in our Form 10-K Annual Report for Fiscal 2025.

We have been primarily engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing.

2 unchanged sentences

During Fiscal 2025, our initial production as part of ramp up yielded 103,545 pounds and 26,421 pounds of precipitated uranium and dried and drummed U 3 O 8 (uranium concentrate), respectively.

For the three months ended October 31, 2025, 68,612 pounds of precipitated uranium and dried and drummed U 3 O 8 was produced.

For the six months ended January 31, 2026, 114,355 pounds of precipitated uranium and dried and drummed U 3 O 8 were produced.

We expect the ramp-up phase will continue while new production areas are being constructed in 2026.

Mine development at Christensen Ranch advanced with active well installation (piloting, casing, underreaming) in wellfields 11 and 12 and delineation drilling in wellfields 8 and 10 extensions.

Additionally, construction continued on six new header houses in wellfields 11, 12, and 10-extension.

In parallel, process upgrades at the Irigaray central processing plant (“CPP”) continued in the first quarter of Fiscal 2026, including a full rebuilt of one of the two yellowcake thickeners along with the repair or replacement of multiple calciner components.

After quarter end, drying and packaging operations resumed on November 13, 2025, producing approximately 49,000 pounds of dried and drummed U 3 O 8 subsequent to that date during the month of November.

At the same time, we continued to advance our Roughrider and Burke Hollow Projects with resource expansions and development programs, respectively.

At Burke Hollow, major construction milestones, including the ion-exchange plant and wellfield, are substantially complete.

All large diameter tanks have been installed at the ion-exchange facility and testing of the disposal well was completed with the state regulatory agency in attendance.

The utility provider completed the installation of three-phase power into the project site, and all facilities have been energized.

Well completion and mechanical integrity testing reports are underway following completion of construction.

In Saskatchewan, Canada, we commenced a conversion core drilling program at the Roughrider Project in October 2025.

On August 1, 2025, our Sweetwater Project was designated as a FAST-41 transparency project by the U.S.

Federal Permitting Improvement “Steering Council”.

Significant progress was made during this quarter on our Sweetwater Plan of Operations which was submitted to the Bureau of Land Management on November 14, 2025.

Plans for the installation of cased monitor wells for environmental baseline data collection were completed as well as the plans for a 200-hole delineation drilling program for the first wellfield at Sweetwater.

Core will be collected for advanced mineralogical testing.

UEC’s Ludeman project, located 10 miles northeast of Glenrock, Wyoming, is fully licensed and permitted.

Plans for a 200-hole delineation drilling program in the first production area at Ludeman were finalized with drilling expected to begin in November.

Forty-one monitor wells are already installed for the first production area and baseline water quality sampling is planned for these wells in the fourth quarter of fiscal 2026.

Engineering for the satellite plant is in progress using internal technical expertise, with external engineering planned to commence in January 2026.

Design and procurement of the ion exchange vessels for the plant is underway.

Uranium recovered from the Christensen Ranch Mine ISR operation will be processed at our Irigaray CPP, which has a licensed production capacity of four million pounds of U 3 O 8 per year.

Delineation drilling expanded in wellfield 12 and 8 and 10-extensions.

Mine development advanced further with well installation in wellfield 10-extension and 12, as well as installation of the monitor well ring in wellfield 10-extension.

Additionally, construction was completed on four new header houses in wellfield 11, with three additional header houses being installed in wellfield 12 and 10-extension.

Production from the new header houses is expected to commence on receipt of state regulatory approval.

In parallel with activities at the Christensen Ranch mine, process upgrades at the Irigaray central processing plant (“CPP”) continued in the second quarter of Fiscal 2026, including refurbishment of the calciner to increase throughput of dried yellowcake.

Updates included components as recommended by the manufacturer to increase operational efficiency.

As a result, drying and packaging is now running with 24/7, two shift operations.

At Ludeman, our third new ISR project located 10 miles northeast of Glenrock, Wyoming, delineation drilling was approximately 80% completed at the end of the second quarter of Fiscal 2026.

This work will assist wellfield pattern design currently underway.

Uranium recovered from the Christensen Ranch Mine ISR operation is processed at our Irigaray CPP, which has a licensed production capacity of four million pounds of U 3 O 8 per year.

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

In Texas, our fully-licensed and 100% owned Hobson Processing Facility forms the basis for our regional operating strategy in the State of Texas, specifically the South Texas Uranium Belt, where we utilize ISR mining.

On August 1, 2025, our Sweetwater Project was designated as a FAST-41 transparency project by the U.S.

Federal Permitting Improvement “Steering Council” as part of the implementation of President Trump’s Executive Order on Immediate Measures to “Increase American Mineral Production”.

Our first milestone in the FAST-41 process was completed in the second fiscal quarter with the submission of the Sweetwater Plan of Operations for ISR operations to the Bureau of Land Management (“BLM”) on November 14, 2025.

BLM finalized their completeness review of the submission on March 3, 2026, the second milestone in the FAST-41 process.

The next steps are meetings with BLM to determine the level of National Environmental Policy Act review that will be necessary for final approval of the project on federal lands.

The installation of 23 cased monitor wells and the coring program for advanced metallurgical testing was completed during the quarter.

We commenced a 200-hole delineation drilling program in the first wellfield at Sweetwater on March 2, 2026.

In Texas, our fully-licensed and 100% owned Hobson CPP forms the basis for our regional operating strategy in the State of Texas, specifically the South Texas Uranium Belt, where we utilize ISR mining.

We utilize a “hub-and-spoke” strategy whereby the Hobson Processing Facility, which has a physical capacity to process uranium-loaded resins of up to a total of two million pounds of U 3 O 8 annually and is licensed to process up to four million pounds of U 3 O 8 annually, acts as the central processing site (the “hub”) for our Palangana Mine, and future satellite uranium mining activities, such as our Burke Hollow and Goliad Projects, located within the South Texas Uranium Belt (the “spokes”).

A major milestone was achieved with the construction completion of Burke Hollow during the second quarter of Fiscal 2026.

Drilling, casing, and underreaming of wells in the initial production area within the first wellfield is complete.

The wellfield is comprised of 129 injection and recovery wells that have been tested for mechanical integrity and will provide initial feed to the ion-exchange (“IX”) plant.

The buildout of the satellite IX plant, including IX columns, IX resin and water treatment systems with an overall capacity of 2,500 gallons per minute was completed.

Ion-exchange is a filtration system which removes liquid uranium from groundwater before it is dried and processed into U 3 O 8 at the Hobson CPP.

Additionally, all bulk chemicals, including oxygen, carbon dioxide and others, have been delivered in preparation for startup of our hub and spoke operations in South Texas.

In December 2025, the Drilling and Completion Report for the waste disposal well was submitted to the Texas Commission on Environmental Quality (“TCEQ”) for their review.

The waste disposal well will facilitate production operations, as well as restoration at the completion of mining activities.

As the TCEQ completes its review, which is standard procedure for commencing a new ISR operation, we have carried out pre-operational inspections of the wellfield, IX plant and disposal well.

With the increased level of industry activity, there is regulatory backlog, which has led to slower than normal review times for submissions.

In Canada, we started a 34,000-meter core drilling program in October 2025.

Of the planned drilling more than 30% has been completed.

Concurrently, we are working with SaskPower towards a Definition Phase Agreement for a high-voltage power connection to the Roughrider Project.

On August 18, 2025, we incorporated UEC US Uranium LLC for the purpose of holding and administering our physical uranium assets and related contractual arrangements in the U.S.

On January 2, 2026, UEC Energy Corp.

was formed as a holding company to hold certain investments and other assets.

In September 2025, we announced the incorporation of United States Uranium Refining & Conversion Corp.

1 unchanged sentence

The project will move forward contingent on several factors, including completion and assessment of additional engineering and economic studies, securing strategic government commitments, utility contracts, regulatory approvals and favorable market conditions.

The Company has begun initial discussions with the U.S.

government, state-level energy authorities, utilities, and financial entities.

During the first quarter of Fiscal 2026, we completed a $234 million public offering to advance the new U.S.

refining and conversion facility, initiated the Fluor feasibility study, expanding the size of the project technical team, and progressed federal engagement and multi-state siting activities.

During the second quarter of Fiscal 2026, UR&C progressed a feasibility study with its contractor, Fluor Corporation (“Fluor”).

In support of the feasibility study, a detailed siting study was initiated for the planned facility, and the review of various sites across the U.S.

All sites are undergoing a rigorous evaluation with respect to site and civil characteristics, environment and permitting requirements, logistics, utility infrastructure, and the available workforce.

Several key technical personnel were added to the UR&C’s team, as well as Fluor’s engineering team.

Additionally, Fluor began preparing for licensing of the facility with the placement of key licensing and permitting personnel.

On October 2, 2025, we completed a private placement offering of 575,000 shares of our common stock issued as “flow-through shares”, as defined in subsection 66(15) of the Income Tax Act (Canada), for gross proceeds of $8.63 million.

The proceeds will be applied toward certain qualifying Canadian exploration expenditures, as defined in the Income Tax Act (Canada), at the Company’s Roughrider Project located in Saskatchewan, Canada

The proceeds will be applied toward certain qualifying CEE, as defined in the Income Tax Act (Canada), at the Company’s Roughrider Project located in Saskatchewan, Canada.

On October 6, 2025, we completed a public offering of 15,500,000 shares of our common stock at a price of $13.15 per share, resulting in gross proceeds of $203.83 million.

2 unchanged sentences

We intend to use the proceeds from this offering to support the development of a new uranium refining and conversion facility through UR&C, as well as for general corporate and working capital purposes.

As at October 31, 2025, we hold certain mineral rights in various stages in the States of Arizona, New Mexico, Texas and Wyoming, and in Canada and in the Republic of Paraguay, many of which are located in historically successful mining areas and have been the subject of past exploration and pre-extraction activities by other mining companies.

As at January 31, 2026, we hold certain mineral rights in various stages in the States of Arizona, New Mexico, Texas and Wyoming, and in Canada and in the Republic of Paraguay, many of which are located in historically successful mining areas and have been the subject of past exploration and pre-extraction activities by other mining companies.

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

5 unchanged sentences

Hence, we established a physical uranium portfolio (the “Physical Uranium Program”).

As of October 31, 2025, we had 1,356,000 pounds of purchased uranium, excluding 157,318 pounds and 41,260 pounds of precipitated uranium and dried and drummed concentrate, respectively, of initial production at Christensen Ranch ISR Project at the end of such period.

We had entered into agreements to purchase 300,000 pounds of warehoused uranium in Fiscal 2026 at conversion facilities located in North America, at a volume weighted average price of approximately $37.05 per pound.

Subsequent to October 31, 2025, we received 200,000 pounds of uranium inventory at a purchase price of $7.49 million.

Our Physical Uranium Program will support three objectives for our Company:

As of January 31, 2026, we held 1,456,000 pounds of purchased uranium, and all previously disclosed purchase commitments for uranium had been fulfilled as of such date with no outstanding purchase agreements remaining.

Our Physical Uranium Program supports three objectives for our Company:

(i) to bolster our balance sheet as uranium prices appreciate;

6 unchanged sentences

Uranium Market Developments

The uranium market is being driven by a macro demand for more electricity generation, an unprecedented global push for clean energy, geopolitical situations and under investment among other factors.

A June 2025 study from ICF International Inc.

projected that electricity demand in the United States will see a 25% increase by 2030 and near 80% increase by 2050.

Demand to power data centers and artificial intelligence systems is continuing to increase with projections showing an increase of 300% expected over the next 10 years (Source:

NEMA’s Grid Reliability Study, April 7, 2025).

The International Energy Agency’s World Energy Outlook 2025 (the “WEO 2025”) reported nuclear generation reached an all-time high in 2024.

The WEO 2025 report noted that, after decades of stagnation, global nuclear power capacity is set to increase by at least one-third by 2035.

The WEO 2025 also stated that more than 40 countries now include nuclear energy in their strategies and are taking steps to develop new projects.”

There is a growing realization that the highly reliable, safe, economical baseload power nuclear energy provides should be a part of any clean energy platform.

The uranium market is being driven by a macro demand for more electricity generation, an unprecedented global push for clean energy, data center and AI development, geopolitical situations and under investment among other factors.

In its latest Electricity 2026 Outlook, the International Energy Agency reported nuclear energy at a record high and projected global electricity demand growth of roughly 3.6% per year through 2030.

The report also noted that nuclear energy together with renewable energy sources will generate about half of all global electricity by 2030.

Demand for data centers and artificial intelligence systems is continuing to increase with Goldman Sachs projecting a 160% to 175% increase in global data center power demand by 2030 compared to 2023 levels.

ICF International Inc.

in its September 2025 study, projected that electricity demand in the United States will see a 25% increase by 2030 and a near 80% increase by 2050.

Countries around the globe are realizing the highly reliable, clean, safe, economical power nuclear energy provides should be a part of most any country’s baseload energy platform.

An increasing number of governments have announced that they are pursuing strategies to increase energy independence for national security interests that dovetail well with nuclear power as a key component in their energy mix.

In the United States, several pieces of bipartisan legislation have passed in recent years supporting nuclear energy development and expansion, including the Nuclear Fuel Security Act, the Advance Act, the Inflation Reduction Act and the Big Beautiful Bill.

In combination, these bills and other legislative efforts seek to encourage the restoration and rebuilding of a robust domestic fuel cycle in the United States.

Consistent with the Acts, recent legislation labeled as the Accelerating Reliable Capacity (ARC) Act of 2026 has been introduced in the Senate by bipartisan parties to provide federal backing for over-budget nuclear reactors.

On May 23, 2025, the President of the United States signed Executive Orders (each, an “Executive Order”) that include a policy objective to quadruple United States’ nuclear energy by 2050.

2 unchanged sentences

Underscoring the Executive Orders directives, on October 28, 2025 announcements were made that the U.S.

Government had entered a strategic partnership encompassing at least $80 billion for the construction of new nuclear reactors using Westinghouse technology.

Government had entered into a strategic partnership encompassing at least $80 billion for the construction of new nuclear reactors using Westinghouse technology.

Additionally, large technology companies, like Nvidia, Microsoft, Meta, Google, Oracle and Amazon, have announced significant nuclear energy commitments including that required for their data center energy demand with large investments in the clean, affordable and reliable power that nuclear energy provides.

Global uranium market fundamentals have shown major improvement in recent years as the market began a transition from being inventory driven to production driven.

Global uranium market fundamentals have shown major improvement in recent years as this market began a transition from being inventory driven to production driven.

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

Since that time the spot uranium market retraced some of the advance, reaching a low of $63.45 per pound U 3 O 8 on March 17, 2025.

That low proved to be short lived, and the uranium market has since rebounded, reaching $84.00 per pound U 3 O 8 in September of 2025.

Since that time, the market has experienced a shorter-term pullback, trading on light volume with prices ranging from $83.00 per pound on October 1, 2025 to $76.00 per pound on December 8, 2025.

That low proved to be short lived, and the uranium market has since rebounded, reaching $101.50 per pound U 3 O 8 on January 29, 2026.

Since that time, the market has experienced what appears as a shorter-term pullback to $85.50 in February 2026 (Source:

UxC LLC Historical Ux Daily Prices ).

During the three months ended October 31, 2025, uranium prices averaged $76.78 per pound U 3 O 8 representing a 5.4% decrease compared to the average price of $81.13 per pound U 3 O 8 in the corresponding period ended October 31, 2024.

As at October 31, 2025, the U 3 O 8 price was $82.20 per pound, representing a 15.6% increase from $71.10 per pound at July 31, 2025.

During the three and six months ended January 31, 2026, uranium prices averaged $80.76 and $78.75 per pound U 3 O 8 representing a 7.7% and 0.9% increase, respectively, compared to the average price of $74.98 and $78.06 per pound U 3 O 8 representing a 7.7% increase compared to the average price of $74.98 per pound U 3 O 8 in the corresponding period in Fiscal 2025 (Source:

UxC LLC Historical Ux Daily Prices ).

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

Relative underinvestment in uranium mining operations has been evident for more than a decade and has been a major factor contributing to a structural deficit between global production and uranium requirements.

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

In 2025 and 2026 the mid-case gap between production and requirements is projected to be 51 million pounds U 3 O 8 , and by 2035 accumulates to a total above 355 million pounds U 3 O 8 ( Source:

In 2025 and 2026, the mid-case gap between production and requirements is projected to be about 67 million pounds U 3 O 8 , and by 2035 accumulates to a total above 344 million pounds U 3 O 8 (Source:

UxC 2025 Q4 Uranium Market Outlook ).

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As a result of the instability and assurance of supply risks, United States and European utilities are shifting supply focus to areas of low geopolitical risk.

The United States Presidential Executive Order “Establishing The National Energy Dominance Council” noted one of its objectives is to “reduce dependency on foreign imports” for the United States’ “national security” and recognized uranium as an “amazing national asset” (Source:

The United States Presidential Executive Order “Establishing The National Energy Dominance Council” noted that one of its objectives was to “reduce dependency on foreign imports” for the United States’ “national security” and recognized uranium as an “amazing national asset” (Source:

The White House News & Update, February 14, 2025 ).

Geological Survey’s 2025 List of Critical Minerals includes uranium and is receiving additional scrutiny as mandated by the Trump Administration’s Executive Order initiating a new investigation under Section 232 of the Trade Expansion Act of 1962 to ensure imports are not in such quantities or circumstances as to threaten or impair national security and or economic resilience.

This action being performed by the Department of Commerce could potentially lead to resumption of strategic uranium reserve purchases, or other remedies the President deems helpful in increasing our energy security.

On the demand side, the global nuclear energy industry continues robust growth, with 68 new reactors connected to the grid in 2015 through October of 2025, with another 70 reactors under construction – one of the highest levels in 30 years (Source:

In 2024, construction started for eight new reactors, six new reactors were connected to the grid and four reactors were permanently shut down (Source:

International Atomic Energy Association Power Reactor Information System – November 3, 2025).

Total nuclear generating capacity for the world’s 438 operable reactors as of November 12, 2025, stands at 397 gigawatts (Source:

World Nuclear Association).

In November 2024, at the United Nations Climate Change Conference (COP29), six more countries joined the pledge to triple their nuclear capacity by 2050, bringing the total to 31 countries, further supporting additional growth for the nuclear industry and uranium demand.

As of November 7, 2025, Uranium was added back into the U.S.

Geological Survey list of Critical Minerals making it also subject to the Section 232 Investigation on Critical Minerals that was already underway.

On January 14, 2026, Presidential Proclamation 11001was issued – Adjusting Imports of Processed Critical Minerals and their Derivative Products (“PCMDPs”) into the United States.

The Proclamation directs the U.S.

Trade Representative and Department of Commerce to negotiate agreements with trading partners to secure supply chains and address import volumes.

The Proclamation addresses the Section 232 investigation and states:

“the Secretary recommended a range of actions, including actions to adjust the imports of PCMDPs so that such imports will not threaten to impair the national security”.

While specific remedies are not yet defined, in the event agreements are not reached or are ineffective by July 13, 2026, the actions could potentially lead to resumption of strategic uranium reserve purchases, establishment of import price floors or other remedies.

On the demand side, the global nuclear energy industry continues robust growth, with 70 new reactors connected to the grid in 2015 through 2025 and with another 74 reactors under construction.

In 2025, construction started for seven new reactors and seven new reactors were connected to the grid while seven reactors were permanently shut down (Source:

I nternational Atomic Energy Association Power Reactor Information System – February 16, 2026 ).

Total nuclear generating capacity for the world’s 437 operable reactors stands at 399 gigawatts (Source:

World Nuclear Association – February 16, 2026 ).

In December 2025, the World Nuclear Association reported 33 countries had pledged to at least triple their nuclear capacity by 2050, further supporting additional growth for the nuclear industry and uranium demand.

In addition, over 140 nuclear industry companies, 16 of the world’s largest banks, like Citibank, Morgan Stanley and Goldman Sachs, and at least 15 large energy users, such as Microsoft, Amazon and Google, have all pledged to support this goal in their investments and commercial activities.

Additionally, there is positive momentum from the utility industry as they return to a longer-term contracting cycle to replace expiring contracts.

Additionally, there is positive momentum from the utility industry as it returns to a longer-term contracting cycle to replace expiring contracts.

It is estimated that cumulative uncommitted demand through 2035 is more than 870 million pounds U 3 O 8 (Source:

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Results of Operations

During the three months ended October 31, 2025, we did not recognize any revenue.

For the three months ended October 31, 2024, we recorded revenue of $17.09 million and gross profit of $6.25 million, which were all related to sales of purchased uranium inventory.

For the three months ended October 31, 2025, we recorded a net loss of $10.34 million ($0.02 per share), and loss from operations of $29.82 million.

During the three months ended October 31, 2024, we recorded a net loss of $20.16 million ($0.05 per share) and loss from operations of $13.20 million.

During the three months ended October 31, 2025, we continued ramping up mining activities at our Christensen Ranch Mine, where 68,612 pounds of precipitated uranium and dried and drummed U 3 O 8 was produced.

During the three and six months ended January 31, 2026, we recorded revenue of $20.20 million and gross profit of $10.03 million, related to sales of purchased uranium inventory.

For the three and six months ended January 31, 2025, we recorded revenue of $49.75 million and $66.84 million, respectively, and gross profit of $18.23 million and $24.48 million, respectively, all of which were related to sales of purchased uranium inventory.

For the three and six months ended January 31, 2026, we recorded a net loss of $13.94 million ($0.03 per share) and $24.28 million ($0.05 per share), respectively, and loss from operations of $23.56 million and $53.39 million, respectively.

During the three and six months ended January 31, 2025, we recorded a net loss of $10.23 million ($0.02 per share) and $30.39 million ($0.07 per share), respectively, and loss from operations of $3.63 million and $16.84 million, respectively.

During the six months ended January 31, 2026, we continued ramping up mining activities at our Christensen Ranch Mine, where 114,355 pounds of precipitated uranium and dried and drummed U 3 O 8 were produced.

We expect the ramp-up phase will continue while new production areas are being constructed in Fiscal 2026.

At the same time, we continued to advance our Roughrider and Burke Hollow Projects with resource expansions and development programs, respectively.

At our Burke Hollow Project, final construction milestones were completed and the operations team is preparing for startup while the state regulator finishes their review of the completion report for the waste disposal well.

In parallel, we continued to advance our Roughrider Project with resource expansions and accelerated the development program at our Ludeman Project.

In addition, drilling and engineering for mill refurbishment of our Sweetwater Project have been initiated.

The rest of our uranium projects are expected to remain in a state of operational readiness and the relevant expenditures, which are directly related to regulatory/mine permit compliance, lease maintenance obligations and maintaining a necessary labor force, are being charged to our consolidated statement of operations.

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

Three Months Ended October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Sales of purchased uranium inventory

Cost of purchased uranium inventory

The Company did not engage in any sales activities during the three months ended October 31, 2025.

Variations in sales of purchased uranium inventory are dependent on our cash position, prevailing market prices and the liquidity of the uranium market.

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

Three Months Ended October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Permitting and land payments

Extraction readiness and mine site maintenance

During the three months ended October 31, 2025 , exploration expenditures, such as drilling and preliminary economic assessments, were primarily spent on the following projects:

During the three and six months ended January 31, 2026 , exploration expenditures, such as drilling and preliminary economic assessments, were primarily spent on the following projects:

Burke Hollow Project:

$1.18 million ( October 31, 2024 :

$1.30 million);

$0.52 million and $1.70 million ( January 31, 2025 :

$0.18 million and $1.48 million) , respectively ;

Roughrider Project:

$1.01 million ( October 31, 2024 :

$2.89 million).

During the three months ended October 31, 2025 , development expenditures were primarily spent on the following projects:

$3.80 million and $4.81 million ( January 31, 2025 :

$0.33 million and $3.22 million) , respectively .

During the three and six months ended January 31, 2026 , development expenditures were primarily spent on the following projects:

Burke Hollow Project:

$4.83 million ( October 31, 2024 :

$1.84 million);

$3.80 million and $8.63 million ( January 31, 2025 :

$2.75 million and $4.59 million) , respectively ;

Christensen Ranch Mine:

$8.42 million ( October 31, 2024 :

$1.81 million).

During the three months ended October 31, 2025, mine site services and maintenance expenditures were primarily spent on process upgrades at the Irigaray CPP, including a full rebuild of one of two yellowcake thickeners, replacing the rake, gearbox and motor along with repair or replacement of multiple calciner improvements.

During the three months ended October 31, 2024, extraction readiness expenditures were primarily spent on activities at the Christensen Ranch Mine to support the restart of ISR operations.

$9.54 million and $17.96 million ( January 31, 2025 :

$2.40 million and $4.21 million) , respectively;

Ludeman Project:

$0.66 million and $0.70 million (January 31, 2025:

$0.64 million and $0.67 million), respectively.

During the three and six months ended January 31, 2026, mine site services and maintenance expenditures were primarily spent on optimization of our Irigaray CPP, including a full rebuild of one of two yellowcake thickeners and replacing the rake, gearbox and motor along with a full refurbishment of the calciner.

General and Administrative

General and administrative expenses were comprised of the following:

Three Months Ended October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Salaries and management fees

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Rent and property tax

Foreign exchange gain

Foreign exchange (gain) loss

Professional fees

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The following summary provides a discussion of our major expense categories including analyses of the factors that caused significant variances compared to the same period last year:

For the three months ended October 31, 2025, salaries and management fees increased compared to the three months ended October 31, 2024, which was primarily the result of hiring additional mid-level management and office personnel to support the Company’s expansion and corporate-wide salary increases to adjust for inflation;

For the three months ended October 31, 2025, office, investor communications and travel and professional fees increased compared to the three months ended October 31, 2024, which was primarily the result of increases in business activities and the expansion of our operations.

For the three and six months ended January 31, 2026, salaries and management fees increased compared to the three and six months ended January 31, 2025, which was primarily the result of hiring additional mid-level management and office personnel to support the Company’s expansion and corporate-wide salary increases to adjust for inflation;

For the three and six months ended January 31, 2026, office, investor communications and travel and professional fees increased compared to the three and six months ended January 31, 2025, which was primarily the result of increases in business activities and the expansion of our operations.

Income (Loss) from Equity-Accounted Investments

Income (loss) from equity-accounted investments was comprised of the following:

Three Months Ended October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Share of income (loss)

Gain on dilution of ownership interest

During the three months ended October 31, 2025 and 2024, we recorded a gain on dilution of ownership interest in URC as a result of URC issuing more shares from its equity financing and exercises of warrants and/or stock options.

As at October 31, 2025, we had a 13.0% equity interest in URC compared to a 13.5% equity interest as at July 31, 2025.

During the three months ended October 31, 2025, we recorded a share of URC’s income of $0.38 million (three months ended October 31, 2024:

loss of $0.06 million) and a share of JCU’s loss of $1.16 million (three months ended October 31, 2024:

$0.42 million).

During the three and six months ended January 31, 2026 and 2025, we recorded a gain on dilution of ownership interest in URC as a result of URC issuing more shares from its equity financing and exercises of warrants and/or stock options.

As at January 31, 2026, we had a 12.3% equity interest in URC compared to a 13.5% equity interest as at July 31, 2025.

During the three and six months ended January 31, 2026, we recorded a share of URC’s income of $0.59 million and $0.97 million (three and six months ended January 31, 2025:

loss of $0.24 million and $0.30 million), and a share of loss of JCU of $0.38 million and $1.54 million (three and six months ended January 31, 2025:

$0.77 million and $1.19 million), respectively.

Fair Value Gain (Loss) on Equity Securities

As at October 31, 2025, our investments in certain equity securities were revalued using the market values at period end, which resulted in a fair value gain of $16.02 million on revaluation of equity securities for the three months ended October 31, 2025 (three months ended October 31, 2024:

loss of $10.35 million).

As at January 31, 2026, our investments in equity securities were revalued using the market values at period end, which resulted in a fair value gain of $4.06 million and $20.09 million on revaluation of equity securities for the three and six months ended January 31, 2026 (three and six months ended January 31, 2025:

loss of $7.97 million and $18.32 million), respectively.

Interest income

During the three months ended October 31, 2025, interest income totaled $2.76 million, compared to $1.12 million for the three months ended October 31, 2024.

During the three and six months ended January 31, 2026, interest income totaled $3.90 million and $6.67 million, respectively, compared to $1.20 million and $2.33 million for the same period in Fiscal 2025.

The interest earned resulted from the investment in short-term deposits of cash proceeds received from our at-the-market offerings and our public offering during that period.

Liquidity and Capital Resources

October 31, 2025

January 31, 2026

July 31, 2025

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Working capital (Current assets less Current liabilities)

As at October 31, 2025, the total estimated reclamation costs for all of our projects was $88.53 million.

We have secured $60.82 million of surety bonds as an alternate source of financial assurance for the estimated costs of the reclamation obligations, of which $7.66 million is funded and held as restricted cash for collateral purposes as required by the surety.

As at January 31, 2026, the total estimated reclamation costs for all of our projects was $89.10 million.

We have secured $61.27 million of surety bonds as an alternate source of financial assurance for the estimated costs of our reclamation obligations, of which $7.66 million is funded and held as restricted cash for collateral purposes as required by the surety.

We may be required at any time to fund the remaining $53.61 million or any portion thereof for a number of reasons including, but not limited to, the following:

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

We had an accumulated deficit balance of $416.90 million as at October 31, 2025.

We had an accumulated deficit balance of $430.84 million as at January 31, 2026.

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

During the three months ended October 31, 2025, we received net proceeds of $342.76 million (three months ended October 31, 2024:

During the six months ended January 31, 2026, we received net proceeds of $448.85 million (six months ended January 31, 2025:

$135.29 million) from our at-the-market offerings, public offering and flow-through share private placement and from exercises of stock options.

As at October 31, 2025, we had a working capital of $523.42 million.

As at January 31, 2026, we had a working capital of $576.85 million.

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

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At-the-Market Offerings

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 units which include common stock, debt securities, warrants or any combination thereof (again, the “2022 Shelf”), which included an at-the-market offering agreement prospectus (again, the “2022 ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $300 million in shares of our common stock under the 2022 Shelf.

On November 16, 2022, we also entered into an at-the-market offering agreement (again the “2022 ATM Offering Agreement”) with H.C.

Wainwright & Co., LLC and certain co-managers (collectively, again, the “2022 ATM Managers”) as set forth in the 2022 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $300 million through the 2022 ATM Managers selected by us.

On December 20, 2024, we filed a prospectus supplement to our 2022 Shelf (again, 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 (again, the “2024 ATM Offering Agreement”) we have with Goldman Sachs & Co.

LLC and certain co-managers (collectively, again, the “2024 ATM Managers”).

On November 14, 2025, we filed 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 units which include common stock, debt securities, warrants or any combination thereof (again, the “2025 Shelf”), which included an at-the-market offering agreement prospectus (again, the “2025 ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $600 million in shares of our common stock under the 2025 Shelf.

On November 14, 2025, we also entered into an at-the-market offering agreement (again, the “2025 ATM Offering Agreement”) with Goldman Sachs & Co.

LLC and certain co-managers (collectively, again, the “2025 ATM Managers”).

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 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) covering the offering, issuance and sale of up to a maximum offering of $300 million in shares of our common stock under the 2022 Shelf.

On November 16, 2022, we also entered into an at-the-market offering agreement (the 2022 ATM Offering Agreement) with H.C.

Wainwright & Co., LLC and certain co-managers (collectively, the 2022 ATM Managers) as set forth in the 2022 ATM Offering Agreement under which we could, from time to time, sell shares of our common stock having an aggregate offering price of up to $300 million through the 2022 ATM Managers selected by us.

On December 20, 2024, we filed a prospectus supplement to our 2022 Shelf (the 2024 ATM Offering) under which we could, 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).

On November 14, 2025, we filed 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 units which include common stock, debt securities, warrants or any combination thereof (the 2025 Shelf), which included an at-the-market offering agreement prospectus (the 2025 ATM Offering) covering the offering, issuance and sale of up to a maximum offering of $600 million in shares of our common stock under the 2025 Shelf.

On November 14, 2025, we also entered into an at-the-market offering agreement (the 2025 ATM Offering Agreement) with Goldman Sachs & Co.

LLC and certain co-managers (collectively, the 2025 ATM Managers).

Under the 2025 ATM Offering Agreement, we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $600 million through the 2025 ATM Managers selected by us.

During the three months ended October 31, 2024, we issued 7,595,626 of the Company’s common stock under the 2022 ATM Offering for gross cash proceeds of $62.64 million.

The total issuance costs were $1.41 million, all of which were related to compensation paid to the 2022 ATM Managers.

During the three months ended October 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.

During the six months ended January 31, 2025, we issued 11,516,375 and 5,310,281 of the Company’s common stock under the 2022 ATM Offering and the 2024 ATM Offering for gross cash proceeds of $94.40 million and $40.52 million, respectively.

The total issuance costs were $2.15 million and $0.91 million, all of which were related to compensation paid to the 2022 ATM Managers and the 2024 ATM Managers, respectively.

six months ended January 31, 2026, we issued

10,077,186 and

5,758,936 of the Company’s common stock under the 2024 ATM Offering and the 2025 ATM Offering for gross cash proceeds of $

101.97 million and $

107.98 million, respectively.

The total issuance costs were $

2.29 million and $

2.16 million, all of which were related to compensation paid to the 2024 ATM Managers and the 2025 ATM Managers, respectively.

Subsequent to January 31, 2026 , we issued 869,556 of the Company’s common stock under the 2025 ATM Offering for gross cash proceeds of $ 14.77 million.

The total issuance costs were $ 0.30 million, all of which were related to compensation paid to the 2025 ATM Managers.

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Private Placement

On October 2, 2025, we completed a private placement offering of 575,000 shares of our common stock issued as “flow-through shares” (again, the “FT Shares”), as defined in subsection 66(15) of the Income Tax Act (Canada), for gross proceeds of $8.63 million.

On October 2, 2025, we completed a private placement offering of 575,000 FT Shares for gross proceeds of $8.63 million.

The proceeds will be applied toward certain qualifying CEE, as defined in the Income Tax Act (Canada), at the Company’s Roughrider Project located in Saskatchewan, Canada.

Operating Activities

During the three months ended October 31, 2025, net cash used in operating activities totaled $34.31 million, which was primarily related to mineral property expenditures of $20.92 million, general and administrative expenses excluding stock-based compensation of $5.74 million and changes in operating assets and liabilities.

During the three months ended October 31, 2024, net cash used in operating activities was $11.45 million, which was primarily attributable to mineral property expenditures of $13.51 million and general and administrative expenses excluding stock-based compensation of $3.52 million, as well as changes in operating assets and liabilities, partially offset by a gross profit of $6.25 million from sale of purchased uranium inventory.

During the six months ended January 31, 2026, net cash used in operating activities totaled $72.43 million, which was primarily related to mineral property expenditures of $44.60 million, general and administrative expenses excluding stock-based compensation of $11.81 million and changes in operating assets and liabilities.

The proceeds of $20.20 million from sale of purchased uranium inventory during six months ended January 31, 2026 was subsequently collected on February 13, 2026.

During the six months ended January 31, 2025, net cash used in operating activities was $20.26 million, which was primarily attributable to mineral property expenditures of $27.76 million and general and administrative expenses excluding stock-based compensation of $8.54 million, as well as changes in operating assets and liabilities, partially offset by a gross profit of $24.48 million from the sale of purchased uranium inventory.

Financing Activities

During the three months ended October 31, 2025, net cash provided by financing activities totaled $339.68 million, comprised primarily of net proceeds of $342.76 million from our 2024 ATM Offerings, public offering and private placement of FT Shares, as well as from the exercises of stock options, partially offset by payments of $3.08 million for tax and withholdings upon settlement of equity awards on a forfeiture basis.

During the three months ended October 31, 2024, net cash provided by financing activities totaled $62.01 million, comprised primarily of net proceeds of $64.65 million from our 2022 ATM Offering and the exercises of stock options and share purchase warrants, partially offset by payments of $2.64 million for tax and withholdings upon settlement of equity awards on a forfeiture basis.

During the six months ended January 31, 2026, net cash provided by financing activities totaled $445.77 million, comprised primarily of net proceeds of $448.85 million from our 2024 and 2025 ATM Offerings, public offering and private placement of FT Shares, as well as from the exercises of stock options, partially offset by payments of $3.08 million for tax and withholdings upon settlement of equity awards on a forfeiture basis.

During the six months ended January 31, 2025, net cash provided by financing activities totaled $132.65 million, comprised primarily of net proceeds of $135.29 million from our 2022 and 2024 ATM Offerings and the exercises of stock options and share purchase warrants, partially offset by payments of $2.64 million for tax and withholdings upon settlement of equity awards on a forfeiture basis.

Investing Activities

During the three months ended October 31, 2025, net cash used in investing activities totaled $1.13 million, related to purchases of property, plant and equipment.

During the three months ended October 31, 2024, net cash provided by investing activities totaled $52.51 million, comprised of proceeds from the sale of equity securities of $54.37 million, cash used for the capital contribution of $0.54 million and investment in mineral properties and the purchase of equipment for a total of $1.33 million.

Stock Options and Warrants

As of October 31, 2025 , we had in-the-money stock options outstanding representing 3,735,787 shares at a weighted-average exercise price of $2.74 per share, and in-the-money share purchase warrants outstanding representing 159,091 shares at a weighted-average exercise price of $4.13 per share.

As of October 31, 2025 , outstanding in-the-money stock options and warrants represented a total of 3,894,878 shares issuable for gross proceeds of approximately $10.88 million should these stock options and warrants be exercised in full on a cash basis.

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

During the six months ended January 31, 2026, net cash used in investing activities totaled $37.48 million, mainly related to investment in equity securities of $36.58 million.

During the six months ended January 31, 2025, net cash used in investing activities totaled $136.44 million, comprised of $177.29 million paid for the acquisition of Sweetwater assets, $10.46 million invested in equity securities, $0.54 million used for the capital contribution to JCU and $2.54 million invested in mineral properties and the purchase of equipment, partially offset by proceeds from the sale of equity securities of $54.37 million.

Stock Options

As of January 31, 2026 , we had in-the-money stock options outstanding representing 3,551,087 shares at a weighted-average exercise price of $2.78 per share, issuable for gross proceeds of approximately $9.88 million should these stock options be exercised in full on a cash basis.

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

Transactions with Related Parties

Related party transactions are based on the amounts agreed to by the parties.

During the three months ended October 31, 2025 and 2024, the Company did not enter into any material contracts or undertake any significant commitment or obligation with any related parties.

During the six months ended January 31, 2026 and 2025, the Company did not enter into any material contracts or undertake any significant commitment or obligation with any related parties.

Off-Balance Sheet Arrangements

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Subsequent Events

Subsequent to October 31, 2025, we received 200,000 pounds of uranium inventory at a purchase price of $7.49 million.

On January 12, 2026, the Company entered into a subscription agreement to purchase 896,861 Subscription Receipts of Anfield for $4.00 million.

Each Subscription Receipt entitled the Company to receive, upon satisfaction of the Escrow Release Conditions on or prior to March 31, 2026, or such other later date as may be specified by the Company in writing, one common share of Anfield, without payment of additional consideration and without further action on the part of the Company.

Anfield required the approval of the TSX-V and the disinterested shareholders of Anfield at a special shareholder meeting on February 27, 2026 to remove the Escrow Release Conditions associated with the subscription.

Anfield received the approval by the TSX-V and its disinterested shareholders, and consequently issued 896,861 Anfield’s common shares to the Company on February 27, 2026.

The Company completed the sale of purchased uranium inventory on January 30, 2026.

The receivable arising from the sale was subsequently collected on February 13, 2026.

Subsequent to January 31, 2026 , we issued 869,556 of the Company’s common stock under the 2025 ATM Offering for gross cash proceeds of $ 14.77 million.

The total issuance costs were $ 0.30 million, all of which were related to compensation paid to the 2025 ATM Managers.

Quantitative and Qualitative Disclosures About Market Risk

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

What changed 10-Q

Item 1. Financial Statements