URANIUM ENERGY CORP

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

As at* July 31, 2024*, the Company had working capital (current assets less current liabilities) of $206,022 including cash and cash equivalents of $87,533 and uranium inventory holdings of $75,440. We believe our existing cash resources and, if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations including the acquisition announced subsequent to year-end (refer to Note24 Subsequent Events) and our inventory purchase commitments for12 months from the date that our audited consolidated financial statements are issued. Our continuation as a going concern for a period beyond those12 months will be dependent upon our ability to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial.

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

Basis of Presentation and Principles of Consolidation

These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and are presented in thousands of United States dollars. All inter-company transactions and balances have been eliminated upon consolidation.

Exploration Stage

We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine, Christensen Ranch Mine (collectively, the “ISR Mines”) and our Roughrider and Christie Lake Projects. 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 currently haveno plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in-situ recovery (“ISR”) mining, such as our ISR Mines. As a result, and despite the fact that we commenced extraction of mineralized materials at our ISR Mines, we remain an Exploration Stage company, as defined by the SEC, and will continue to remain as an Exploration Stage company until such time proven or probable reserves have been established.

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

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

F-9

Business Combination and Asset Acquisition

The Company performs a screen test as required under U.S. GAAP to determine whether a transaction is an asset acquisition. If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset (or a group of similar identifiable assets), the assets acquired wouldnot represent a business and we account for the acquisition as an asset acquisition. In addition, when an acquisition doesnot meet the definition of a business combination as the acquired entity doesnot have an input and a substantive process that together significantly contribute to the ability to create outputs, we also account for the acquisition as an asset acquisition. In an asset acquisition, any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Deferred taxes are recorded on temporary book/tax differences in an asset acquisition using the simultaneous equations method and adjusted the assigned value of the non-monetary assets acquired to include the deferred tax liability.

When an acquisition is accounted for as a business combination, we recognize and measure the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, while transaction costs related to business combinations are expensed as incurred. An income, market or cost valuation method* maybe utilized to estimate the fair value of the assets acquired and liabilities assumed, if any, in a business combination. The income valuation method represents the present value of future cash flows over the life of the asset using: (i) discrete financial forecasts, which rely on management’s estimates of resource quantities and exploration potential, costs to produce and develop resources, revenues and operating expenses; (ii) appropriate discount rates; and (iii) expected future capital requirements (the “income valuation method”). The market valuation method uses prices paid for a similar asset by other purchasers in the market, normalized for any differences between the assets (the “market valuation method”). The cost valuation method is based on the replacement cost of a comparable asset at the time of the acquisition adjusted for depreciation and economic and functional obsolescence of the asset (the “cost valuation method”). If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition date, andnot* later thanone year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition. Any adjustment that arises from information obtained that didnot exist as of the date of the acquisition will be recorded in the period the adjustments arises.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reported periods. Areas requiring significant judgements, estimates and assumptions include the valuation of acquired mineral rights and properties and equity-accounted investments, existence of impairment indicators for the Company’s long-lived assets, valuation and measurement of impairment losses on mineral rights and properties, valuation of recoverability of a credit loss, valuation of asset retirement obligations, and valuation of stock options, share purchase warrants and stock-based compensation. Other areas requiring estimates include allocations of expenditures to inventories, depletion and amortization of mineral rights and properties and depreciation of property, plant and equipment. Actual results could differ significantly from those estimates and assumptions.

Foreign Currency Translation

The functional currency of our Company, including its subsidiaries, is the United States dollar, except for UEX Corporation, whose functional currency is the Canadian dollar. In accordance with ASC830: Foreign Currency Matters, the financial statements of our subsidiaries are translated into United States dollars using period-end exchange rates as to monetary assets and liabilities and average exchange rates as to revenues and expenses. Non-monetary assets are translated at their historical exchange rates. Net gains and losses resulting from foreign exchange translations and foreign currency exchange gains and losses on transactions occurring in a currency other than our Company’s functional currency are included in the determination of net loss in the period.

Cash and Cash Equivalents

Cash and cash equivalents consist of bank deposits and term deposits with an original maturity ofthree months or less.

Fair Value Measurement

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level1 measurements) and the lowest priority to unobservable inputs (Level3 measurements).

Thethree levels of the fair value hierarchy are described below:

The financial instruments, including cash and cash equivalents, accounts and other receivables, restricted cash, accounts payable and accrued liabilities, are carried at cost, which approximate their fair values due to the immediate or short-term maturity. Investment in equity securities (level1) and derivative liabilities (level2) are carried at fair value.

F-10

Inventories

Inventories are comprised of supplies, work-in-progress and uranium concentrates (“U3O8”) from production and purchased uranium concentrates from the market. Expenditures related to the extraction and processing of uranium concentrates and depreciation and depletion charges of extraction and processing plant and equipment are capitalized as work-in-progress and uranium concentrates from production. Costs of purchased uranium concentrates include the purchase price and other direct costs incurred during the purchase process.

Inventories are carried at the lower of cost or net realizable value and are charged to cost of sales using the average costing method.

Equity Investments

Investments in an entity in which our ownership is greater than20% but less than50%, a50/50 joint venture which the Company doesnot have control, or an entity where other facts and circumstances indicate that we have the ability to exercise significant influence over its operating and financing policies, are accounted for using the equity method in accordance with ASC323: Investments – Equity Method and Joint Ventures. Equity-accounted investments are recorded initially at cost and adjusted subsequently to recognize our share of the earnings, losses or other changes in capital of the investee entity after the date of acquisition. We periodically evaluate whether declines in fair values of our equity investments below the carrying value are other-than-temporary and, if so, whether an impairment loss is required.

Additionally, we hold certain equity investments in entities that we donot have the ability to exercise significant influence. These equity investments represent our ownership interests in certain entities, and therefore meet the definition of an equity security under ASC321 Investments – Equity Securities and are measured at fair value at each period end, with unrealized holding gains or losses recorded to earnings.

Other Non-Current Assets

Other non-current assets include future expenditures that we have paid in advance but willnot receive benefits withinone year. Expenses are recognized over the period the expenditures are used or the benefits from the expenditures are received. Transaction costs incurred in connection with acquisitions of long-term assets are also included in other non-current assets, which will be capitalized as acquisition costs if the transaction succeeds or will be written off if the transaction doesnot complete. Right-of-use (“ROU”) assets recognized in connection with recognition of lease liabilities are also included in Other Non-Current Assets.

Acquisition costs of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time proven or probable reserves, as defined by the SEC under S-K1300, are established for that project.

Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves using the units-of-production method upon commencement of production. Where proven and probable reserves havenot been established, the project’s capitalized expenditures are depleted over the estimated extraction life using the straight-line method upon commencement of extraction. We havenot established proven or probable reserves for any of our projects.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost and depreciated to their estimated residual values using the straight-line method over their estimated useful lives, as follows:

Impairment of Long-Lived Assets

Long-lived assets including mineral rights and properties and property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group* maynot* be recoverable. Management applies judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset or asset group* maynot* be recoverable giving rise to the requirement to conduct an impairment test. Circumstances which could trigger an impairment test include, but arenot limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors including significant decreases in uranium prices and material adverse changes relating to the Company’s legal rights to its mineral rights and properties; significant increases in reclamation costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely thannot be sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparing the carrying value to the future undiscounted cash flows expected to be generated by the assets. When the carrying value of an asset exceeds the related undiscounted cash flows, an impairment loss is recorded by writing down the carrying value of the related asset to its estimated fair value, which is determined using discounted future cash flows or other measures of fair value.

F-11

Income Taxes

We account for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities. We provide a valuation allowance on deferred tax assets unless it is more likely thannot that such assets will be realized. We review the valuation allowance requirements on an annual basis based on projected future operations.

Restoration and Remediation Costs (Asset Retirement Obligations)

Various federal and state mining laws and regulations require our Company to reclaim the surface areas and restore underground water quality to the pre-existing quality or class of use after the completion of mining. We recognize the present value of the future restoration and remediation costs as an asset retirement obligation in the period in which we incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.

Asset retirement obligations consist of estimated final well closure, plant and equipment decommissioning and removal and environmental remediation costs to be incurred by our Company in the future. The asset retirement obligation is estimated based on the current costs escalated at an inflation rate and discounted at a credit adjusted risk-free rate at inception. The asset retirement obligations are capitalized as part of the costs of the underlying assets and amortized over its remaining useful life. The asset retirement obligations are accreted to an undiscounted value until they are settled. The accretion expenses are charged to earnings and the actual retirement costs are recorded against the asset retirement obligations when incurred. Any difference between the recorded asset retirement obligations and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement.

Long-Term Debt

Long-Term Debt is carried at amortized cost. Debt issuance costs, debt premiums and discounts and annual fees are included in the long-term debt balance and amortized using the effective interest rate over the contractual terms of the Long-Term Debt.

Leases

We determine if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than12 months are included in Other Non-Current Assets, Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheet. Assets under finance leases are included in Property, Plant and Equipment and the related lease liabilities in Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheets.

Operating and finance lease ROU assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. When the rate implicit to the lease cannot be readily determined, we utilize the incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest our Company would have to pay to borrow on a collateralized basis over a similar term and the amount equal to the lease payments in a similar economic environment.

The operating lease expenses are recognized on a straight-line basis over the lease term and included in general and administration expenses. Short-term leases, which have an initial term of12 months or less, arenot recorded in our Consolidated Balance Sheets.

We have lease arrangements that include both lease and non-lease components. We account for each separate lease component and its associated non-lease components as a single lease component for all of our asset classes.

Revenue Recognition

Our revenues are primarily derived from the sale of U3O8 that we purchased under our Physical Uranium Program. The sales contracts specify the quantity to be delivered, the price, payment terms and the period of delivery. Ten days before the scheduled delivery date, the Company notifies the conversion facility with instructions for a title transfer to the customer. Revenue is recognized once a title transfer of the U3O8 is confirmed by the conversion facility.

Stock-Based Compensation

We measure stock-based awards at fair value on the date of the grant and expense the awards over the requisite service period of employees or consultants. The fair value of stock options is determined using the Black-Scholes Valuation Model. The fair value of restricted stock units (“RSU”s) is determined using the share price of the Company at the date of grant. The fair value of performance based restricted stock units (“PRSU”s) is determined using the Monte Carlo Simulation Model. Stock-based compensation expense related to stock option awards is recognized over the requisite service period on a graded vesting basis. Forfeitures are accounted for as they occur.

The Company’s estimates* maybe impacted by certain variables including, butnot* limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, the Company’s performance and related tax impacts.

F-12

Earnings (Loss) Per Common Share

Basic earnings or loss per share includesno potential dilution and is computed by dividing the earnings or loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings or loss per share reflect the potential dilution of securities that could share in the earnings or loss of our Company. Dilutive securities are excluded from the calculation of our diluted weighted average common shares outstanding if their effect would be anti-dilutive based on the treasury stock method or due to a net loss from continuing operations.

Recently Issued Accounting Pronouncements and Securities and Exchange Commission Rules

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

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

In* March 2024,the FASB issued ASU2024*-02, Codification Improvements - Amendments to Remove References to the Concepts Statements. This ASU contains amendments to the Codification that remove references to various FASB Concepts Statements. The effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance and other minor improvements. While the amendments arenot expected to result in significant changes for most entities, the FASB provided transition guidance since some entities could be affected. This ASU will be effective for fiscal years beginning after* December 15, 2024,*with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

During Fiscal2022, on* June 13, 2022,we entered into a definitive agreement with UEX Corporation (“UEX” and the “UEX Agreement”) pursuant to which we would acquire all of the issued and outstanding common shares of UEX in an all-share transaction (the “UEX Acquisition”). On June 21, 2022,in accordance with the UEX Agreement, we completed a private placement in UEX, whereby we acquired 11,627,907 UEX common shares at a price of CA$0.43 per UEX common share for total consideration of $3,867. In Fiscal2022,* we also acquired an additional 6,844,000 UEX common shares for total consideration of $1,914 by making purchases of UEX common shares through the facilities of the Toronto Stock Exchange subject to and in accordance with applicable laws.

On* August 19, 2022,we acquired all of the issued and outstanding common shares of UEX that we didnot* already own pursuant to the completion of the UEX Acquisition. Pursuant to the terms of the UEX Acquisition, UEX shareholders received 0.09 common shares of UEC for each UEX common share held. As a result, we issued 48,518,745 shares of our Company in exchange for the common shares of UEX that we didnot already own. The UEX shares we owned before closing the UEX Acquisition were returned to treasury.

In connection with the UEX Acquisition, we also issued 2,301,750 stock options (the “Replacement Options”) and 4,660,580 warrants (the “Replacement Warrants”) to replace the outstanding stock options and warrants of UEX that were outstanding immediately prior to the completion of the UEX Acquisition.

The estimated fair value of the Replacement Options in the amount of $4,026 as of* August 19, 2022was classified as equity and presented in additional paid in capital in accordance with ASC718* Compensation – Stock Compensation. The fair value of the Replacement Options was estimated using the Black-Scholes model with the following assumptions, which is level2 of the fair value measurement hierarchy:

The estimated fair value of the Replacement Warrants in the amount of $8,903 as of* August 19, 2022was classified as derivative liabilities in accordance with ASC815* Derivatives and Hedging, as the exercise prices of the Replacement Warrants are denominated in Canadian dollars, which differs from the Company’s functional currency. The change in fair value on the derivative liabilities is recorded as a change in fair value of derivative liability in our consolidated statements of operations. The fair value of the Replacement Warrants on* August 19, 2022was estimated using the Black-Scholes model with the following assumptions, which is level2* of the fair value measurement hierarchy:

The UEX Acquisition is accounted for as an acquisition of assets rather than a business as UEX didnot meet the definition of a business in accordance with ASC805 Business Combinations.

F-13

NOTES TO THE CONSOLIDATED FINANCIAL STATEM

ENTS

The following table summarizes the fair value of the consideration paid, and the fair value of the assets acquired and liabilities assumed, on the closing date of the UEX Acquisition:

The Company recognized the assets and liabilities acquired in this acquisition by allocating the cost of the acquisition to the assets and liabilities based on their relative fair values. The fair value of the mineral rights and properties and equity-accounted investment was based on a value per pound of uranium which was determined using an in situ multiples analysis. Management used data from comparable public companies and precedent transactions in the in situ multiples analysis to estimate a value per pound of uranium and apply that to the property resource estimates, taking into account project-specific characteristics. The property resource estimates were based on information prepared by qualified persons (management’s specialists).

Cash flow on acquisition:

On* October 14, 2022,we completed the acquisition of all of the issued and outstanding shares of Roughrider Mineral Holdings Inc. (“Roughrider”), which owns the Roughrider uranium development project (the “Roughrider Project”) located in the Athabasca Basin, in Saskatchewan, Canada, from a subsidiary of Rio Tinto plc (the “Roughrider Acquisition”). The Roughrider Acquisition is accounted for as an acquisition of assets rather than a business as the Roughrider Project didnot* meet the definition of a business in accordance with ASC805 Business Combinations.

The following table summarizes the fair value of the consideration paid, and the fair value of the assets acquired and liabilities assumed, on the closing date of the Roughrider Acquisition:

Cash flow on acquisition:

F-14

NOTES TO THE CONSOLIDATED FINANCIAL STA

TEMENTS

On* December 17, 2021,we completed the acquisition of all the issued and outstanding shares of Uranium One Americas, Inc. (“U1A”), a Nevada corporation, from Uranium One Investments Inc., a subsidiary of Uranium One Inc., for total cash consideration of $128,495 (the“U1A* Acquisition”). Subsequent to the completion of theU1A Acquisition, we changed the name ofU1A to UEC Wyoming Corp. (“UEC Wyoming”) and, in conjunction therewith, we also changed the name ofU1A’s wholly-owned subsidiary, Uranium One USA Inc., a Delaware corporation, to UEC Uranium Corp.

The UEC Wyoming portfolio consists of the Irigaray Processing Facility, the Christensen Ranch Mine and the Ludeman, Antelope, Moore Ranch and Barge Projects located in Wyoming, which creates a Wyoming hub-and-spoke operation for the Company.

TheU1A Acquisition was accounted for as a business combination with UEC identified as the acquirer. The Company’s judgement that theU1A Acquisition is a business combination is based on the Company’s assessment that substantially all the fair value of the assets arenot concentrated in a single asset or group of similar assets. In accordance with the acquisition method of accounting, the purchase price has been assigned to the assets acquired, and the liabilities assumed, based on their estimated fair values at the acquisition date. In connection with theU1A Acquisition, we incurred acquisition-related costs of $3,444, which were expensed in Fiscal2022.

As of* July 31, 2022,we had completed the analysis to assign fair values to all assets acquired and liabilities assumed and, therefore, the purchase price allocation for theU1A* Acquisition is final.

The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for theU1A Acquisition:

Notes:

Since it has been consolidated from* December 17, 2021,UEC Wyoming’s net income of $15,616, primarily resulted from the recovery of the Anfield Debt (as defined below), and operating costs of $4,206 were included in the Company’s consolidated statements of operations and comprehensive income for Fiscal2022.*

The following unaudited proforma financial information presents consolidated results assuming theU1A Acquisition occurred on* August 1, 2020.*

F-15

NOTES TO THE CONSOLIDATED FINANCIAL STATEME

NTS

In connection with theU1A Acquisition, we acquired certain indebtedness totaling $18,342 due from Anfield Energy Inc. (“Anfield”), which was owed toU1A prior to the closing of theU1A Acquisition (the “Anfield Debt”). We assigned a value of$Nil to the Anfield Debt net of the expected credit loss on the preliminary purchase price allocation given that the probability of the Anfield Debt being collectable was remote at* December 17, 2021.*

On* April 19, 2022,we entered into a debt settlement agreement (the “Settlement Agreement”) and a property swap agreement (the “Swap Agreement”; and together with the Settlement Agreement, the “Anfield Agreements”) with Anfield to settle the Anfield Debt. Pursuant to the Anfield Agreements, the Anfield Debt was settled by the payment by Anfield to UEC of $9,171 in cash and the issuance by Anfield to UEC in units of Anfield (each, an “Anfield Unit”) with a deemed value of $9,171, with each such Anfield Unit being comprised ofone common share in the capital of Anfield (each, an “Anfield Common Share”) andone Anfield Common Share purchase warrant (each whole such warrant being an “Anfield Warrant”). Each Anfield Warrant entitles UEC to acquireone Anfield Common Share at a price of CA$0.18 until May 12, 2027 (*collectively, the “Anfield Debt Settlement”). Completion of the Anfield Agreements was contingent on Anfield raising additional financing.

On* June 7, 2022,*we closed the Anfield Debt Settlement whereby we received $9,171 in cash and the Anfield Units, being comprised of 96,272,918 Anfield Common Shares with a fair value of $7,702 and 96,272,918 Anfield Warrants with a fair value of $3,249.

Anfield Common Shares were measured using the Anfield share price of $0.08 per share at the date of issuance. Anfield Warrants were measured at $0.03 per share using the Black-Sholes Valuation Model at the date of issuance with the following assumptions.

Our investment in Anfield Common Shares and Anfield Warrants are accounted for as Investment in Equity Securities with changes in fair value charged to fair value gain (loss) on equity securities on our consolidated statements of operations and comprehensive income (loss).

Consequently, we reversed the entire expected credit loss on the debt receivable and recognized a recovery on debt receivable of $18,342 on our consolidated statements of operations and comprehensive income in Fiscal2022. The fair value of the cash and the Anfield Common Shares and Anfield Warrants totaled $20,122, which exceeded the amounts of*$18,342* previously written off at the date ofU1A Acquisition by $1,780. In accordance with ASC326 Financial Instruments – Credit Loss, as amended by ASU2019-04, expected recoveries of amounts previously written off and expected to be written off shall be included in the valuation account and shallnot exceed the aggregate of amounts previously written off and expected to be written off by an entity. As a result, we recorded a gain of $1,780 on settlement of the Anfield Debt receivable on our consolidated statements of operations and comprehensive income in Fiscal2022.

Concurrent with the Anfield Debt Settlement, we completed the Swap Agreement whereby we have received from Anfield25 ISR uranium projects with a fair value of $6,500 located in Wyoming in exchange for the Company’s Slick Rock Project and Long Park Project located in Colorado with a total carrying value of $92. The Property Swap was considered a nonmonetary transaction and, in accordance with ASC850 Nonmonetary Transactions, the accounting for nonmonetary transactions should be based on the fair values of the assets involved. The cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss is recognized on the exchange. The fair value of properties we surrendered was estimated to be $6,500 using the discounted cash flow model. As a result, we recorded a gain of $6,408 on disposition of assets on our consolidated statements of operations and comprehensive income in Fiscal2022.

As at* July 31, 2024*, we held 1,466,000 pounds of purchased uranium concentrate inventory (* July 31, 2023*:171,000 pounds). Costs of inventory consisted of the following:

As at* July 31, 2024*, our uranium inventory purchase commitments over the nextfive fiscal years are as the follows:

Subsequent to* July 31, 2024*, we sold 110,000 pounds of purchased uranium inventory for gross proceeds of $9,062*.*

F-16

As at* July 31, 2024*, we had mineral rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay. These mineral rights were acquired through staking and purchase, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium. As at* July 31, 2024*, annual maintenance payments of approximately $3.8 million were required to maintain these mineral rights.

As at* July 31, 2024*, the carrying value of these mineral rights and properties was as follows:

During Fiscal2018 and Fiscal2019, we had communications and filings with the Ministry of Public Works and Communications (“MOPC”), the mining regulator in Paraguay, whereby the MOPC took the position that certain concessions forming part of the Company’s Yuty, Alto Parana and Colonel Oviedo Projects werenot eligible for extension as to exploration or continuation to exploitation in their current stages. While we remain fully committed to our development path forward in Paraguay, we have filed certain applications and appeals in Paraguay to reverse the MOPC’s position in order to protect our continuing rights in those concessions.

We havenot established proven or probable reserves, as defined by the SEC under the S-K1300, for any of our mineral projects. We have established the existence of mineralized materials for certain uranium projects, including our ISR Mines. Since we commenced uranium extraction at our ISR Mines without having established proven or probable reserves, there* maybe greater inherent uncertainty as to whether ornot* any mineralized material can be economically extracted as originally planned and anticipated.

The details of mineral property expenditures are as follows:

Property, plant and equipment consisted of the following:

The depreciation expenses for the year ended* July 31, 2024were $1,195 ( July 31, 2023:$1,057, July 31, 2022:*$749).

F-17

NOTES TO THE CONSOLIDATED FINANCIAL S

TATEMENTS

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.

During Fiscal2022, we received $8,550 as a result of the partial release of surety bond collateral related to the Christensen Ranch Mine and Irigaray Processing Facility.

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

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 are the carrying amount less amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S. Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent. As of* July 31, 2024,approximately $70.7 million of our cash equivalents is held in a single financial institution atone* of the largest banks in Canada and subject to concentration risk. The Company doesnot consider any of its financial assets to be impaired as of* July 31, 2024.*

As at* July 31, 2024*, we owned 17,978,364 shares of Uranium Royalty Corp. (“URC”), representing a 14.8% (* July 31, 2023*:14.9%) interest in URC. In addition,two of our officers are members of URC’s board of directors, andone is also an executive officer of URC. As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during Fiscal2024. Should URC’s outstanding options and warrants be fully exercised, UEC’s ownership interest would decrease from 14.8% to 13.2%.

URC is a public company listed on the TSX with the trading symbol URC and on NASDAQ with the trading symbol UROY. As at* July 31, 2024*, the fair value of our investment in URC was approximately $43.3 million (* July 31, 2023* - $34.2 million).

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

We incurred $63 in exploration expenditures on behalf of JCU for the year ended* July 31, 2024* (* July 31, 2023*: $1,667). As at* July 31, 2024*, the amount receivable from JCU totaled $6 (* July 31, 2023*: $201).

During Fiscal2024, Fiscal2023 and Fiscal2022, the changes in carrying value of our equity-accounted investment are summarized as follows:

F-18

On* August 19, 2022,we completed the UEX Acquisition (refer to Note3*), and our investment in UEX shares in the amount of $6,914 as of* July 31, 2022was re-measured to its fair value of $5,830 based on the closing price of UEX on August 19, 2022*and transferred as consideration for the UEX Acquisition.

The changes in our investments in equity securities are summarized as follows:

The cumulative revaluation adjustment since acquisition of the equity securities held as at* July 31, 2024*is a gain of $13,900.

As at* July 31, 2024*, accounts payable and accrued liabilities consisted of the following:

Asset retirement obligations (“ARO”s) relate to future remediation and decommissioning activities at our Palangana Mine, Hobson Processing Facility, Reno Creek Project, Alto Paraná Titanium Project, Christensen Ranch Mine and Irigaray Processing Facility pursuant to theU1A Acquisition, as well as the AROs related to the Roughrider Acquisition and the UEX Acquisition.

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

F-19

(Expre

ssed in thousands of U.S. dollars unless otherwise stated)

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

On* August 19, 2022,the Company issued Replacement Warrants (refer to Note3*) in connection with the closing of 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* July 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:

Subsequent to* July 31, 2024,1,043,172 Replacement Warrants were exercised and proceeds of $3,387 were received. The remaining 40,329 were expired unexercised on September 7, 2024.*

F-20

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 “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 the 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 the ATM Managers under which we may,if eligible, from time to time, sell shares of our common stock having an aggregate offering price of up to an additional $100 million for a total of $200 million through the ATM Managers selected by us (the “November 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.

On* November 16, 2022,we entered into an at-the-market offering agreement (the“2022* ATM Offering Agreement”) with the ATM Managers as set forth in 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 the ATM Managers selected by us.

During Fiscal2022, we issued 47,507,536 shares of the Company’s common stock under our ATM Offerings for gross cash proceeds of $167,588. The total issuance costs were $3,833, which includes compensation of $3,774 paid to the ATM Managers.

During Fiscal2023, we issued 15,171,253 shares of the Company’s common stock under our ATM Offerings for gross cash proceeds of $59,816. The total issuance costs were $1,396, which includes compensation of $1,346 paid to the ATM Managers.

During Fiscal2024, we issued 26,375,699 shares of the Company’s common stock under our ATM Offerings for gross cash proceeds of $171,738. The total issuance costs were $3,864, all of which were related to compensation paid to the ATM Managers.

F-21

NOTES TO THE CONSOLIDATED FINANCIAL STA

TEMENTS

Share Purchase Warrants

A continuity schedule of outstanding share purchase warrants as at* July 31, 2024*, and the changes during the periods, is as follows:

A summary of share purchase warrants outstanding and exercisable as at* July 31, 2024* is as follows:

During Fiscal2024, Fiscal2023 and Fiscal2022, we received cash proceeds totaling $8,119, $7,554 and $3,589, respectively, from the exercise of share purchase warrants.

Subsequent to* July 31, 2024,1,043,172 Replacement Warrants with an expiry of September 7, 2024*were exercised and proceeds of $3,387 were received.

Stock Options

During Fiscal2024, Fiscal2023 and Fiscal2022, we granted stock options under our stock incentive plans to certain of our directors, officers, employees and consultants to purchase an aggregate of 483,461,3,507,004 and 1,279,692 shares of the Company, respectively, which are subject to a 24-month vesting provision whereby, at the end of each of thefirst three andsix months after the grant date,12.5% of the total stock options become exercisable, and whereby at the end of each of 12, 18 and 24 months after the grant date,25% of the total stock options become exercisable. In addition, during Fiscal2023, we granted performance stock options (“PSO”s) under our current stock incentive plan to certain of our directors and officers to purchase an aggregate up to 150,367 shares of the Company. No PSOs were granted in Fiscal2024 and Fiscal2022. The PSOs granted in Fiscal2023 are subject to athree-year vesting provision wherebyone-third of the total PSOs become exercisable at the end of each of the first,second andthird year after the date of grant.

The fair value of these stock options was estimated at the date of grant, using the Black-Scholes Valuation Model, with the following weighted average assumptions:

(1) The assumptions used for the fair value measurement of the Replacement Options are excluded in the table below as they have been separately disclosed in Note3.

F-22

NOTES TO THE CONSOLIDAT

ED FINANCIAL STATEMENTS

A continuity schedule of outstanding stock options as at* July 31, 2024*, and the changes during the fiscal year periods, is as follows:

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

F-23

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Thousands of U.S. dollars unless otherwise stated)

*** JULY 31, 2024***

A continuity schedule of outstanding unvested stock options at* July 31, 2024*, and the changes during the fiscal year periods, is as follows:

As at* July 31, 2024*, the aggregate intrinsic value of all outstanding stock options granted was estimated at $16,717 (vested: $14,980 and unvested: $1,737). As at* July 31, 2024*, the unrecognized compensation cost related to unvested stock options was $2,181, which is expected to be recognized over 1.14 years.

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

F-24

Restricted Stock Units

During Fiscal2024, Fiscal2023 and Fiscal2022, the Company granted RSUs to certain directors and officers of the Company under our then stock incentive plans. RSUs granted during Fiscal2024, Fiscal2023 and Fiscal2022 have a vesting period ofthree years from the grant date, wherebyone-third of the RSUs will vest at the end of the first,second andthird year, respectively, from the date of grant. The fair value of these RSUs was determined using the share prices at the respective grant dates.

A continuity schedule of outstanding RSUs as at* July 31, 2024*, and the changes during the fiscal year end periods, is as follows:

A summary of outstanding unvested RSUs as at* July 31, 2024*, is as follows:

During Fiscal2024, Fiscal2023 and Fiscal2022, the number of RSUs vested, the net RSU shares issued and the net RSU shares forfeited as payments of tax withholding amounts were as follows:

During Fiscal2024, Fiscal2023 and Fiscal2022, stock-based compensation relating to the RSUs were $1,822, $1,105 and $780, respectively.

As at* July 31, 2024*, unrecognized compensation costs related to unvested RSUs totaled $4,415, which is expected to be recognized over a period of approximately 1.86 years.

F-25

**URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

*** JULY 31, 2024***

Performance Based Restricted Stock Units

During Fiscal2024, Fiscal2023 and Fiscal2022, the Company granted 718,308,551,923 and 241,632 target PRSUs (the “Target PRSUs”) and allocated up to the same amount of respective PRSUs (the “Additional PRSUs”, and together with the Target PRSUs, the “PRSUs”), respectively, to the Company’s executive officers under our then stock incentive plans. These PRSUs vest based on certain performance goals measured by the Company’s share price relative to the GlobalX Uranium ETF share price over athree-year period (the “Performance Period”). The PRSUs vest based on relative Total Shareholder Return’s (“TSR”) (stock price appreciation) over the measurement period from the grant date of the PRSUs (the “Measurement Period”).

These PRSUs have a market condition considered in the determination of the fair value such that the ultimate number of PRSUs that vest will be determined by the Company’s share performance relative to the GlobalX Uranium ETF share price from the grant date over the Performance Period. Depending on the TSR performance, the percentage eligible to vest at the end of the respective Measurement Period would range from 0% to 200% of the Target PRSUs for that Measurement Period. The vested PRSUs will accrue annually and willnot settle until the end of the Performance Period. Each vested PRSU converts intoone common share of the Company at the end of the Performance Period withno cash settlement alternatives. The PRSUs carry neither rights to dividends nor voting rights. The Company accounts for the PRSUs as an equity-settled plan.

The fair values of the Target PRSUs granted were valued using the Monte Carlo Simulation Model at the date of grant with the following principal assumptions.

F-26

A continuity schedule of unvested PRSUs as at* July 31, 2024*, and the changes during the fiscal year end periods, is as follows:

During Fiscal2024, Fiscal2023 and Fiscal2022, stock-based compensation related to amortization of PRSUs totaled $710, $397 and $293, respectively. As at* July 31, 2024*, unrecognized compensation costs relating to unvested PRSUs totaled $2,739, which is expected to be recognized over a weighted average period of approximately 2.54 years.

Stock-Based Compensation

A summary of stock-based compensation expense for Fiscal2024, Fiscal2023 and Fiscal2022, is as follows:

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

F-27

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

The table below provides a breakdown of major customers:

Fair value gain (loss) on equity securities consisted of the following:

Our investments in equity securities are Level1 financial instruments, which were re-valued using quoted share prices.

The table below provides a breakdown of general and administrative expenses:

The following table reconciles the weighted average number of shares used in the computation of basic and diluted income (loss) per share for Fiscal2024, Fiscal2023 and Fiscal2022:

For Fiscal2024 and Fiscal2023, all outstanding share purchase warrants and stock awards including stock options, RSUs and PRSUs were excluded from the computation of diluted loss per share as their effects would be anti-dilutive.

F-28

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS

A reconciliation of income tax computed at the federal and state statutory tax rates including the Company’s effective tax rate is as follows:

The actual income tax provisions differ from the expected amounts calculated by applying the combined federal and state corporate income tax rates to our loss before income taxes.

The components of these differences are as follows:

We have incurred taxable losses for all years since inception and, accordingly,no provision for current income tax has been recorded for the current or any prior fiscal years.

F-29

(Expressed in tho

usands of U.S. dollars unless otherwise stated)

As at* July 31, 2024*, we re-evaluated the realizability of our tax loss carry-forwards and our conclusion that the realization of these tax loss carry-forwards isnot likely to occur remains unchanged. As a result, we will continue to record a full valuation allowance for the deferred tax assets relating to the remaining tax loss carry-forwards.

The components of income (loss) from operations before income taxes, by tax jurisdiction, are as follows:

The Company’s deferred tax assets (liabilities) are as follows:

The Company’s U.S. net operating loss carry-forwards expire as follows:

F-30

(Expressed in

thousands of U.S. dollars unless otherwise stated)

For U.S. federal income tax purposes, a change in ownership under IRC Section382 has occurred as a result of the Company’s acquisitions in prior years. When an ownership change has occurred, the utilization of these losses against future income would be subject to an annual limitation, which would be equal to the value of the acquired company immediately prior to the change in ownership multiplied by the IRC Section382 rate in effect during the month of the change.

The Company’s Canadian net operating loss carry-forwards in Canadian dollars expire as follows:

During thefourth quarter of Fiscal2024, we revised the financial information which our Chief Executive Officer, who is our chief operating decision maker ("CODM"), uses to evaluate performance and allocate resources. As a result, the Company’s reportable segments have been changed tofour mining segments plus a corporate and administrative segment.

Segment results for the prior periods have been updated to reflect the change in reportable segments. The tables below provide financial information relating to the Company’s segments. All intercompany transactions have been eliminated.

F-31

NOTES TO THE CONSO

LIDATED FINANCIAL STATEMENTS

Acquisition of Wyoming project

On* September 20, 2024,*the Company, through its wholly-owned subsidiary, UEC Sweetwater Corp., a Delaware corporation (the “Buyer”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Rio Tinto America Inc., a Delaware corporation (the “Seller”), pursuant to which the Company through the Buyer will acquire from the Seller all of the issued and outstanding shares of capital stock (the “Shares”) of (i) Kennecott Uranium Company, a Delaware corporation (“KUC”), which is a joint venture participant of, and owns a 50% ownership interest in, the Green Mountain Mining Venture, an unincorporated Wyoming contractual joint venture (“GMMV”), and (ii) Wyoming Coal Resources Company, a Delaware corporation (“WCRC”), which is a joint participant of, and owns a 50% ownership interest in GMMV (collectively, the “Acquisition”). KUC, WCRC and GMMV, collectively, own or hold the assets, rights and obligations comprised of: (i) the facilities, equipment, improvements and fixtures for the processing of uranium located in Sweetwater County, Wyoming owned by KUC, WCRC and GMMV, and related facilities and impoundments; (ii) the Jackpot and Big Eagle properties located in Wyoming; (iii) the mineral and real property interests which are owned or leased by KUC, WCRC or GMMV, subject to the permitted encumbrances, including patented and unpatented mining and millsite claims, leaseholds, and material easements and rights-of-way of record; and (iv) the other rights and interests in uranium mineralization located in Fremont and Sweetwater Counties, Wyoming owned or held by any of KUC, WCRC or GMMV (collectively, the “Project”).

The consideration for the Acquisition payable at closing of the Stock Purchase Agreement is $175 million in cash, subject to customary working capital adjustments as provided for in the Stock Purchase Agreement, with closing expected to occur in thefirst quarter of fiscal year2025.

Upon completion of the Acquisition, the Company will arrange to replace approximately $25 million in surety bonds securing future reclamation costs relating to the Project. In addition, from and after the completion of the Acquisition the Company and the Buyer shall continue to indemnify the Seller from most of the liabilities associated with the Project.

The closing of the Acquisition is subject to certain conditions customary for an Acquisition of this nature, including that the Wyoming Nuclear Regulator shall have preliminarily approved the application for the transfer of a Radioactive Materials License to the Buyer, and the same shallnot have been stayed or enjoined.

Other subsequent events

Except as disclosed elsewhere in these financial statements, subsequent to* July 31, 2024,*

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.