URANIUM ENERGY CORP

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THEthree and six months ended January 31, 2024

(Unaudited–** Expressed in thousands of U.S. dollars unless otherwise stated)**

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited–** Expressed in thousands of U.S. dollars)**

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited–** Expressed in thousands of U.S. dollars, except share and per share data)**

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited–** Expressed in thousands of U.S. dollars)**

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’** EQUITY**

(Unaudited - Expressed in thousands of U.S. dollars, except share data**)**

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited - Expressed in thousands of U.S. dollars, except share data**)**

January 31, 2024

Uranium Energy Corp. was incorporated in the State of Nevada on* May 16, 2003.*Uranium Energy Corp. and its subsidiary companies and a controlled partnership (collectively, the “Company” or “we”) are engaged in uranium and titanium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates and titanium minerals, on projects located in the United States, Canada and the Republic of Paraguay.

As at* January 31, 2024*, we had working capital (current assets less current liabilities) of $127,739 including cash and cash equivalents of $82,287 and purchased uranium inventories of $63,019. We believe our existing cash resources and, if necessary, cash generated from the sale of the Company’s uranium inventories, will provide sufficient funds to carry out our planned operations for12 months from the date that these interim condensed consolidated financial statements are issued. Our continuation as a going concern for a period beyond those12 months will be dependent upon our ability to achieve consistent positive cash flow from the sale of our uranium inventories and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial.

Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financings in order to fund our operations, and this reliance is expected to continue for the foreseeable future. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in U.S. dollars. Accordingly, they donot include all of the information and footnotes required under U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form10-K for the year ended* July 31, 2023* (“Fiscal2023”). 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 thesix months ended* January 31, 2024* arenot necessarily indicative of the results that* maybe expected for the fiscal year ending July 31, 2024* (“Fiscal2024”).

Exploration Stage

We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine, Christensen Ranch Mine (collectively, the “ISR Mines”), Roughrider and Christie Lake Projects. We havenot established proven or probable reserves, as defined by the United States Securities and Exchange Commission (“SEC”) subpart1300 of Regulation S-K (“S-K1300”), through the completion of a “final” or “bankable” feasibility study for any of the uranium projects we operate, including our ISR Mines. Furthermore, we haveno present plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in-situ recovery (“ISR”) mining, such as our ISR Mines. As a result, and despite the fact that we commenced extraction of mineralized materials at our ISR Mines, we remain an Exploration Stage issuer, as defined by the SEC, and will continue to remain as an Exploration Stage issuer until such time proven or probable reserves have been established.

Since we commenced extraction of mineralized materials at our ISR Mines without having established proven or probable reserves, any mineralized materials established or extracted from our ISR Mines shouldnot in any way be associated with having established or produced from proven or probable reserves.

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In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as we exit the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities, such as drill programs to establish mineralized materials, are expensed as incurred. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange facilities and disposal wells, are expensed as incurred until such time that proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.

Companies in the Production Stage, as defined by the SEC, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. We are in the Exploration Stage which has resulted in our Company reporting larger losses than if it had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to ongoing mine development activities. Additionally, there would beno corresponding depletion allocated to future reporting periods of our Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we had been in the Production Stage. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method when the underlying property is converted to the Production Stage. As a result, our consolidated financial statements* may**not* be directly comparable to the financial statements of companies in the Production Stage.

Accounting PronouncementsNot Yet Adopted

In* November 2023,the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")2023-07, Segment Reporting (Topic280*): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU2023-07 are also required for public entities with a single reportable segment. The ASU is effective for the Company’s Annual Report on Form10-K for the fiscal year ended* January 31, 2025,*and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures. The ASU expands public entities' income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The ASU will be effective for annual periods beginning after* December 15, 2024.*The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

As at* January 31, 2024*, we held 1,166,000 (* July 31, 2023*:171,000) pounds of purchased uranium concentrate inventory. Costs of inventories consist of the following:

As of* January 31, 2024*, our uranium inventory purchase commitments for the nextfive fiscal years are as the follows:

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Mineral Rights

As at* January 31, 2024*, we own mineral rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay. These mineral rights were acquired through staking, purchase or lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium or titanium. As of* January 31, 2024*, annual maintenance payments of approximately $4,106 will be required to maintain these mineral rights.

As at* January 31, 2024*, the carrying value of our mineral rights and properties were as follows:

Property, plant and equipment consists of the following:

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NOTE 6: RESTRICTED CASH

Restricted cash includes cash and cash equivalents and money market funds as collateral for various bonds posted in favor of applicable state regulatory agencies in Arizona, Texas and Wyoming, and for estimated reclamation costs associated with our plants, processing facilities and various projects. Restricted cash will be released upon completion of reclamation of a mineral property or restructuring of a surety and collateral arrangement.

Restricted cash consisted of the following:

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

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. The maximum credit risk of these assets is the carrying amount less amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S. Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent. The Company doesnot consider any of its financial assets to be impaired as of* January 31, 2024*.

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During thesix months ended* January 31, 2024*, we participated in an equity financing and acquired an additional 1,930,750 common shares of Uranium Royalty Corp. ("URC") at a price of $2.94 per share for total consideration of $5,676.

As at* January 31, 2024*, we owned 16,930,750 shares of URC, representing a 15.0% (* July 31, 2023*:14.9%) interest in URC. In addition,two of our officers are members of URC's board of directors. Furthermore,one of these 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 thethree andsix months ended* January 31, 2024*. Should URC’s outstanding options and warrants be fully exercised, the Company’s ownership interest would decrease from 15.0% to 13.0%. 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* January 31, 2024*, the fair value of our investment in URC was approximately $57.2 million (* July 31, 2023*: $34.2 million) and the carrying amount of URC was $32.3 million (* July 31, 2023*: $24.6 million).

As at* January 31, 2024*, we owned 50% of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”) acquired through our acquisition of UEX Corporation completed on* August 19, 2022 (*the "UEX Acquisition"). JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada. The Company’s 50% interest in JCU is a joint venture, which is accounted for using the equity method.

We incurred $12 and $43 in exploration expenditures on behalf of JCU for thethree andsix months ended* January 31, 2024*. As at* January 31, 2024*, the amount receivable from JCU totaled $8 (* July 31, 2023*: $201).

During thesix months ended* January 31, 2024*, the changes in carrying value of our equity-accounted investments are summarized as follows:

For thethree andsix months ended* January 31, 2024and2023*, income (loss) from our equity-accounted investments consisted of the following:

Subsequent to* January 31, 2024,*we participated in an equity financing and acquired an additional 1,047,614 common shares of URC at a price of $3.40 per share for total consideration of $3.6 million.

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During thesix months ended* January 31, 2024*, the changes in our investments in equity securities are summarized as follows:

The cumulative revaluation adjustment since acquisition of the equity securities held at* January 31, 2024* is a gain of $22,359.

Asset retirement obligations (“ARO”s) relate to future remediation and decommissioning activities for our plants, processing facilities and various projects, and are summarized as follows:

The estimated amounts and timing of cash flows and assumptions used for ARO estimates are as follows:

Our undiscounted amounts of estimated cash flows for the nextfive fiscal years and beyond are as follows:

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On* August 19, 2022,*the Company issued replacement warrants (each, a "Replacement Warrant") in connection with the UEX Acquisition. The Replacement Warrants are accounted for as derivative liabilities as the exercise prices of the Replacement Warrants are denominated in Canadian dollars which differs from our functional currency.

As at* January 31, 2024*, the fair value of the Replacement Warrants was estimated using the Black-Scholes model with the following assumptions, which is level2 of the fair value measurement hierarchy:

The movement in derivative liabilities during the period is as follows:

As at January 31, 2024, the number of Replacement Warrants outstanding was 3,372,992 with an expiry date of September 7, 2024 (refer to Note 11).

Equity Financing

On* May 17, 2021,we filed a Form S-3 shelf registration statement under the United States Securities Act of1933,* as amended (the “Securities Act”), which was declared effective by the SEC on* June 1, 2021,providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of up to an aggregate offering amount of $200 million (the“2021* Shelf”), which included an at-the-market offering agreement prospectus (the* “May 2021ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $100 million as part of the $200 million under the2021* Shelf.

On* May 14, 2021,we entered into an at-the-market offering agreement (the“2021* ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the*“2021* ATM Managers”) as set forth in the2021 ATM Offering Agreement under which we* may,from time to time, sell shares of our common stock having an aggregate offering price of up to $100 million through the2021* ATM Managers selected by us.

On* November 26, 2021,we filed a prospectus supplement to our2021* Shelf with respect to the continuation of the* May 2021ATM Offering Agreement with the2021* ATM Managers under which we* may,if eligible, from time to time, sell shares of our common stock having an aggregate offering price of up to an additional $100 million for a total of $200 million through the2021* ATM Managers selected by us (the* “November 2021ATM Offering”; and, collectively with the May 2021ATM Offering, the“2021* ATM Offering”).

On* November 16, 2022,we filed a Form S-3 automatic shelf registration statement under the Securities Act, which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for and units which include common stock, debt securities, warrants or any combination thereof (the“2022* Shelf”), which included an at-the-market offering agreement prospectus (the*“2022* ATM Offering”; and, collectively, with the2021 ATM Offering, the “ATM Offerings”) covering the offering, issuance and sale of up to a maximum offering of $300 million under the2022 Shelf.

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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 the2022 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 the2022* ATM Managers selected by us.

During thethree andsix months ended* January 31, 2024*, we issued 10,418,029 and 21,188,029 shares of the Company’s common stock under the ATM Offerings for net cash proceeds of $73,238 and $129,508, respectively.

Subsequent to* January 31, 2024*, we issued a further 1,700,000 shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $13,390.

Share Purchase Warrants

A continuity schedule of our outstanding share purchase warrants for thethree andsix months ended* January 31, 2024*, is as follows:

A summary of our share purchase warrants outstanding and exercisable as of January 31, 2024, is as follows:

During the three and six months ended January 31, 2024, we received cash proceeds totaling $737 from the exercise of share purchase warrants and cash advances of $517 for warrants to be exercised in the future period.

Subsequent to January 31, 2024,994,702 warrants with an expiry date of September 7, 2024 were exercised and proceeds of $3,262 were received.

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Stock Options

A continuity schedule of our outstanding stock options for thethree andsix months ended* January 31, 2024*, is as follows:

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

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A continuity schedule of our outstanding unvested stock options as of* January 31, 2024*, and the changes during the period, is as follows:

For thesix months ended* January 31, 2024*, the fair value of the stock options granted was estimated using the Black-Scholes model with the following assumptions, which is level2 of the fair value measurement hierarchy:

As at* January 31, 2024*, the aggregate intrinsic value of all of our outstanding stock options was estimated at $37,408 (vested: $32,300 and unvested: $5,108). As at* January 31, 2024*, our unrecognized compensation cost related to unvested stock options was $1,508, which is expected to be recognized over 1.08 years.

A summary of our stock options outstanding and exercisable as of* January 31, 2024*, is as follows:

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Restricted Stock Units

A summary of our outstanding and unvested restricted stock units (“RSU”s) as of* January 31, 2024*, is as follows:

During thethree andsix months ended* January 31, 2024*, our stock-based compensation related to RSUs was $437 and $873 (three andsix months ended* January 31, 2023*: $293 and $586), respectively. As at* January 31, 2024*, our unrecognized compensation costs related to unvested RSUs totaled $1,858, which is expected to be recognized over a period of approximately 1.52 years.

Performance Based Restricted Stock Units

During thethree andsix months ended* January 31, 2024*, stock-based compensation related to the amortization of target performance based restricted stock units (“PRSU”s) totaled $176 and $353 (three andsix months ended* January 31, 2023*: $99 and $198). As at* January 31, 2024*, unrecognized compensation costs relating to unvested PRSUs totaled $1,154, which is expected to be recognized over a period of approximately 2.08 years.

Stock-Based Compensation

A summary of our stock-based compensation expense as of* January 31, 2024*, is as follows:

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

The table below provides a breakdown of major customers:

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

We currently operate inone reportable segment which is focused on uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates.

The tables below provide a breakdown of the long-term assets by geographic area:

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The table below provides a breakdown of our operating results by geographic area. All intercompany transactions have been eliminated.

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