URANIUM ENERGY CORP

Previous wording

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 nine months ended April 30, 2024, and our Form 10-K Annual Report for Fiscal 2023, 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 2023, and Item 1A, Risk Factors, under Part II - Other Information, of this Quarterly Report.

Current wording

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, 2024, and our Form 10-K Annual Report for Fiscal 2024, 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 2024, and Item 1A, Risk Factors, under Part II - Other Information, of this Quarterly Report.

Previous wording

This MD&A is focused on material changes in our financial condition from July 31, 2023, our most recently completed year end, to April 30, 2024, and our results of operations for the three and nine months ended April 30, 2024, 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 2023.

Current wording

This MD&A is focused on material changes in our financial condition from July 31, 2024, our most recently completed year end, to October 31, 2024, and our results of operations for the three months ended October 31, 2024, 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 2024.

Previous wording

Uranium recovered from the Christensen Ranch Mine ISR Project will be processed at our Irigaray central processing plant (“CPP”). 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, Reno Creek, Moore Ranch and Ludeman projects. An application to increase the licensed capacity of the Irigaray CPP from the 2.5 million pounds U 3 O 8 per year to 4.0 million pounds U 3 O 8 per year was submitted to the Wyoming Department of Environmental Quality in November 2023; and approval is expected later in 2024.

Current wording

Uranium recovered from the Christensen Ranch Mine ISR Project will be processed at our Irigaray central processing plant (“CPP”). 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, Reno Creek, Moore Ranch and Ludemanp rojects. On October 16, 2024, we received approval from the Wyoming Department of Environmental Quality, Uranium Recovery Program, to increase the licensed production capacity at the Irigaray CPP to 4.0 million pounds of U 3 O 8 annually.

Previous wording

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. We utilize a “hub-and-spoke” strategy whereby the Hobson Processing Facility, which has a physical capacity to process uranium-loaded resins 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”).

Current wording

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. 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”).

Previous wording

With the completion of the acquisition of Uranium One Americas, Inc. in December 2021 (the “U1A Acquisition”), we expanded our footprints in Wyoming with our Wyoming hub-and-spoke operations. The acquisition of UEX in August 2022 and the acquisition of Roughrider Mineral Holdings Inc. in October 2022 further expanded our footprint in Canada and, in particular, the Athabasca Basin in Saskatchewan. In the meantime, we continue to establish additional uranium mines through exploration and pre-extraction activities and direct acquisitions in both the U.S. and Paraguay, all of which require us to manage numerous challenges, risks and uncertainties inherent in our business and operations as more fully described in Item 1A. Risk Factors herein.

Current wording

With the completion of the acquisition of Uranium One Americas, Inc. in December 2021 (the “U1A Acquisition”), we expanded our footprints in Wyoming with our Wyoming hub-and-spoke operations. The acquisition of UEX Corporation ("UEX") in August 2022 and the acquisition of Roughrider Mineral Holdings Inc. in October 2022 further expanded our footprints in Canada and, in particular, the Athabasca Basin in Saskatchewan. In the meantime, we continue to establish additional uranium mines through exploration and pre-extraction activities and direct acquisitions in both the U.S. and Paraguay, all of which require us to manage numerous challenges, risks and uncertainties inherent in our business and operations as more fully described in Item 1A. Risk Factors herein.

Previous wording

Our operations are capital intensive, and we will require significant additional financing to continue with our exploration and pre-extraction activities and acquire additional uranium projects. Historically, we have been reliant primarily on equity financings from the sale of our common stock in order to fund our operations. In the last two fiscal years, we have also relied on cash flows generated from the sales of our purchased uranium inventories under our physical uranium program to fund our operations, which resulted in $57.0 million in gross profits. However, we have yet to achieve consistent profitability or develop consistent positive cash flow from operations. Our reliance on equity and debt financings is expected to continue for the foreseeable future, and their availability whenever such additional financing is required will be dependent on many factors beyond our control including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or additional joint venture arrangements, to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us. Our inability to obtain additional financing would have a negative impact on our operations, including delays, curtailment or abandonment of any one or all of our uranium projects.

Current wording

Our operations are capital intensive, and we will require significant additional financing to continue with our exploration, pre-extraction and extraction activities and acquire additional uranium projects. Historically, we have been reliant primarily on equity financings from the sale of our common stock to fund our operations. We have also relied on cash flows generated from the sales of our purchased uranium inventories under our physical uranium program to fund our operations. However, we have yet to achieve consistent profitability or develop consistent positive cash flow from operations. Our reliance on equity financings is expected to continue for the foreseeable future, and their availability whenever such additional financing is required will be dependent on many factors beyond our control including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or additional joint venture arrangements, to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us. Our inability to obtain additional financing would have a negative impact on our operations, including delays, curtailment or abandonment of any one or all of our uranium projects.

Previous wording

The economic viability of our mining activities, including the expected duration and profitability of our ISR Mines, of any future satellite ISR mines, such as our Burke Hollow, Goliad, Ludeman, Antelope and Charlie Projects, and of our recently acquired traditional uranium mines in the Athabasca Basin in Saskatchewan, Canada, has many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct a mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

Current wording

The economic viability of our mining activities, including the expected duration and profitability of our ISR Mines, of any future satellite ISR mines, such as our Burke Hollow, Goliad, Ludeman, Antelope and Charlie Projects, and of our traditional uranium mines in the Athabasca Basin in Saskatchewan, Canada, has many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct a mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

Previous wording

The uranium market is currently being driven by a macro demand for more electricity generation and an unprecedented global push to decarbonize electrical grids, among other factors. There is noteworthy demand showing substantial growth is Artificial Intelligence and the electricity needed to power Data Centers. In the U.S. demand from this source, measured by power consumption, is expected to reach 35 GWe by 2030, up from 17 GWe in 2022 (Citi Data Center Demand and Nuclear Power: February 2024). There is a growing realization that the highly reliable, safe, baseload power nuclear energy provides should be a part of any clean energy platform. Governments around the globe are also pursuing strategies to increase energy independence for national security interests that dovetail well with nuclear power as a key component in their energy mix.

Current wording

The uranium market is currently being driven by a macro demand for more electricity generation, an unprecedented global push to decarbonize electrical grids and geopolitical situations, among other factors. New electricity demand projections outlined from the "US Data Center Power Outlook" report issued in July 2024 showed new data center demand growth ranging from 60 to 90 gigawatt (“GW”) between 2023 and 2030. There is a growing realization that the highly reliable, safe, baseload power nuclear energy provides should be a part of any clean energy platform. Governments around the globe are also 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 U.S. the White House recently announced that “the United States will aim to deploy 200 GW of net new nuclear energy capacity by 2050, at least tripling current U.S. capacity. The net new capacity gains are anticipated to come from multiple sources, including building new nuclear power plants, uprating existing reactors, and restarting reactors that have retired for economic reasons.”

Previous wording

Over the past few years global uranium market fundamentals have improved as the market began a transition from being an inventory driven to a production driven market. The spot market bottomed out in November 2016 at about $17.75 per pound U 3 O 8, but has since shown appreciation, reaching $107.00 per pound U 3 O 8 on February 2, 2024. During the three and nine months ended April 30, 2024, uranium prices averaged $92.80 and $81.64 per pound U 3 O 8, respectively. As at April 30, 2024, the uranium price was $90.00 per pound, representing an approximate 67% increase from April 30, 2023 when the price was $53.85 per pound U 3 O 8. The period from February 2024 through April 2024 was marked by continued volatility as the price fluctuated between $85.00 and $107.00 per pound U 3 O 8 (All price information is sourced from UxC LLC Historical Ux Daily Prices).

Current wording

Over the past few years, global uranium market fundamentals have improved as the market began a transition from being an inventory driven to a production driven market. The spot market bottomed out in November 2016 at about $17.75 per pound U 3 O 8, but has since shown appreciation, reaching $107.00 per pound U 3 O 8 on February 2, 2024. During the three months ended October 31, 2024, uranium prices averaged $81.13 per pound U 3 O 8. As at October 31, 2024, the spot uranium price was $80.00 per pound U 3 O 8, representing an approximate 7.3% increase from October 31, 2023 when the price was $74.55 per pound U 3 O 8. The period from August 2024 through October 2024 was marked by continued spot price fluctuations between $85.00 and $78.00 per pound U 3 O 8 (all price information is sourced from UxC LLC Historical Ux Daily Prices).

Previous wording

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. 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 2024 and 2025 the mid-case gap between production and requirements is projected to be more than 66 million pounds U 3 O 8, and by 2034 accumulates to a total above 400 million pounds U 3 O 8 (UxC 2024 Q1 Uranium Market Outlook). For context, the U.S. reactor fleet consumes about 45 million pounds U 3 O 8 per year (U.S. Energy Information Administration, June 13, 2023 - Uranium Marketing Annual Report). The current gap is being filled with secondary market sources, including finite inventory that has been declining and is projected to decline further in coming years. Secondary supply is also likely to be further reduced with western enrichers reversing operations from underfeeding to overfeeding that requires more uranium to increase the production of enrichment services. As secondary supplies continue to diminish, and as existing mines deplete resources, new production will be needed to meet existing and future utility demand. The timeline for new mining projects can be 10 years or longer and will require prices high enough to stimulate new mining investments.

Current wording

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. 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, the mid-case gap between production and requirements is projected to be more than 58 million pounds of U 3 O 8, and by 2034 accumulates to a total above 355 million pounds of U 3 O 8 (UxC 2024 Q3 Uranium Market Outlook). For context, the U.S. utilities purchased 51.6 million pounds of U 3 O 8 in 2023 (U.S. Energy Information Administration, June 6, 2024 - Uranium Marketing Annual Report). The current gap is being filled with secondary market sources, including finite inventory that has been declining and is projected to decline further in coming years. Secondary supply is also likely to be further reduced with western enrichers reversing operations from underfeeding to overfeeding that requires more uranium to increase the production of enrichment services. As secondary supplies continue to diminish, and as existing mines deplete resources, new production will be needed to meet existing and future utility demand. The timeline for new mining projects can be 10 years or longer and will require prices high enough to stimulate new mining investments.

Previous wording

Since 2022, uranium supply has become more complicated due to Russia's invasion of Ukraine with its State Atomic Energy Corporation, Rosatom, being a significant supplier of nuclear fuel around the globe. Economic sanctions, transportation restrictions and recent U.S. legislation banning the importation of Russian nuclear fuel is causing a fundamental change to the nuclear fuel markets. Additionally, the 2023 coup in Niger, and the new government’s demand for the U.S. and France to vacate the country, has underscored jurisdictional risk with that country accounting for about 5% of global uranium production and about 25% of European Union supply in 2022 (World Nuclear Association - Uranium in Niger May 7, 2024 / Reuters – “Russian troops enter base housing US military in Niger, US official says” - May 3, 2024 and “Niger has not banned uranium exports to France and EU” - August 18, 2023). U.S. and European utilities are shifting more focus to security of supply with production from areas of low geopolitical risk.

Current wording

Since 2022, uranium supply has become more complicated due to Russia's invasion of Ukraine with its State Atomic Energy Corporation, Rosatom, being a significant supplier of nuclear fuel around the globe. Economic sanctions, transportation restrictions and U.S. legislation banning the importation of Russian nuclear fuel is causing a fundamental change to the nuclear fuel markets. The situation has been compounded with a November 15, 2024 announcement from the Russian government stating they have placed “temporary restrictions on the export of enriched uranium to the United States". Additionally, the 2023 coup in Niger, and the new government’s demand for the U.S. and France to vacate the country, as well as the revocation of Canadian and French companies mining rights, operating permits and export capabilities, has underscored jurisdictional risk. Niger is the world's seventh largest producer and accounted for about 5% of global uranium production and about 14% of European Union supply in 2023 (Euratom Supply Agency, World Nuclear Association - Uranium in Niger July 23, 2024, World Nuclear News). As a result of the instability and assurance of supply risks, U.S. and European utilities are shifting more focus to production from areas of low geopolitical risk.

Previous wording

On the demand side of the equation, the global nuclear energy industry continues robust growth, with 70 new reactors connected to the grid from 2014 through April of 2024, and with another 59 reactors under construction. So far in 2024, four new reactors have been connected to the grid, and one reactor has been permanently shut down (International Atomic Energy Association Power Reactor Information System - May 28, 2024). Total nuclear generating capacity for the world’s 440 operable reactors as of May 7, 2024 stands at 396 GWe (World Nuclear Association). At COP28 United Nations Climate Change Conference, 22 countries, including the U.S., Canada, France, Japan and the United Kingdom, signed a declaration to triple nuclear energy by 2050, further supporting additional growth for the nuclear industry and uranium demand.

Current wording

On the demand side of the equation, the global nuclear energy industry continues robust growth, with 69 new reactors connected to the grid in 2014 through October of 2024, and with another 66 reactors under construction. Thus far in 2024, four new reactors have been connected to the grid and two reactors have been permanently shut down (International Atomic Energy Association Power Reactor Information System - November 14, 2024). Total nuclear generating capacity for the world’s 439 operable reactors as of November 4, 2024, stands at 396 GWe (World Nuclear Association). At the COP29 United Nations Climate Change Conference, 6 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.

Previous wording

In the U.S., H.R. 1042, “The Prohibiting Russian Uranium Imports Act” was signed into law on May 13, 2024, goes into effect on August 11, 2024 and extends through 2040. The legislation bans Russian uranium imports but allows a U.S. Department of Energy (“DOE”) waiver process through 2027 in the event no alternative viable source of low-enriched uranium (“LEU”) is available to: (i) sustain the continued operation of a nuclear reactor or a U.S. nuclear energy company; or (ii) importation of Russian LEU is determined to be in the national interest. In a separate but related action, “The Nuclear Fuel Security Act” (“NFSA”) was enacted as part of the “National Defense Authorization Act” in December of 2023 and was designed to help rebuild the domestic nuclear fuel cycle, including uranium production, conversion and enrichment. The passage of H.R. 1042 unlocks $2.7 billion in funding under the NFSA and will be used by the DOE to acquire LEU and High Assay Low Enriched Uranium (“HALEU”) for advanced reactors. Under this program DOE will acquire LEU and HALEU with priority given to domestic sources of produced uranium, conversion and enrichment. In combination, the passage of these bills will help rebuild and restore a robust domestic fuel cycle in the U.S.

Current wording

In the U.S., H.R. 1042,The Prohibiting Russian Uranium Imports Act, was signed into law and went into effect on August 11, 2024 and extends through 2040. The legislation bans Russian uranium imports but allows a U.S. DOE waiver process through 2027 in the event no alternative viable source of low-enriched uranium (“LEU”) is available to: (i) sustain the continued operation of a nuclear reactor or a U.S. nuclear energy company; or (ii) importation of Russian LEU is determined to be in the national interest. However, the waiver process will be moot if Russia follows through on their recent announcement to suspend exports of enriched uranium to the U.S. In other U.S. legislation,The Nuclear Fuel Security Act (“NFSA”) was enacted as part of theNational Defense Authorization Act in December of 2023 and was designed to help rebuild the domestic nuclear fuel cycle, including uranium production, conversion and enrichment. The passage of H.R. 1042 unlocks $3.4 billion in funding under the NFSA and will be used by the DOE to acquire LEU and High Assay Low Enriched Uranium (“HALEU”) for advanced reactors. Under this program DOE will acquire LEU and HALEU with priority given to domestic sources of produced uranium, conversion and enrichment. In combination, the passage of these bills will help rebuild and restore a robust domestic fuel cycle in the U.S.

Previous wording

Additional upside market pressure is also occurring as utilities continue their return to a longer-term contracting cycle to replace expiring contracts. Cumulative uncommitted demand through 2034 totals approximately 926 million pounds U 3 O 8 (UxC Uranium Market Overview Q1 2024). Increasing demand is also evident from financial entities and various producers continuing to purchase significant quantities of drummed uranium inventory, further removing near term supply and adding to the strong fundamentals supporting the uranium market.

Current wording

Additional upside market pressure is also occurring as utilities continue their return to a longer-term contracting cycle to replace expiring contracts. Cumulative uncommitted demand through 2034 is more than 865 million pounds of U 3 O 8 (UxC Uranium Market Overview Q3 2024). This utility demand, along with that from financial entities, government programs and various producers, as well as the increasing interest in nuclear energy for data centers, are adding to the strong fundamentals supporting the uranium market.

Previous wording

For the three and nine months ended April 30, 2024, we recorded a net loss of $19,677 ($0.05 per share) and $14,106 ($0.04 per share), and losses from operations of $13,841 and $37,345, respectively. During the three and nine months ended April 30, 2023, we recorded net loss of $10,960 ($0.03 per share) and $3,824 ($0.01 per share) and loss from operations of $3,484 and income from operations of $5,197, respectively.

Current wording

For 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, 2023, we recorded net income of $3.32 million ($0.01 per share) and loss from operations of $11.39 million.

Previous wording

While we remain in a state of operational readiness, uranium extraction expenditures incurred at our ISR Mines, 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.

Current wording

While we have commenced uranium extraction at Christensen Ranch in August 2024, we are still ramping up our mining activities during the three months ended October 31, 2024. We expect the ramp-up phase will continue while new production areas are being constructed and completing in early 2025. 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.

Previous wording

During the three and nine months ended April 30, 2024, exploration expenditures, such as drilling and preliminary economic assessments, were primarily spent on the following projects:

Current wording

During the three months ended October 31, 2024, exploration expenditures, such as drilling and preliminary economic assessments, were primarily spent on the following projects:

Previous wording

During the three and nine months ended April 30, 2024, extraction readiness expenditures were primarily spent on the following projects:

Current wording

During the three months ended October 31, 2024, extraction readiness expenditures were primarily spent on the following projects:

Previous wording

During the three and nine months ended April 30, 2024, general and administrative expenses (“G&A”) totaled $4,219 and $14,314, respectively, compared to $3,745 and $14,296 for the three and nine months ended April 30, 2023. G&A expenses were comprised of the following:

Current wording

General and Administrative expenses were comprised of the following:

Previous wording

During the three and nine months ended April 30, 2024 and 2023, 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. On October 17, 2023 and February 9, 2024, we participated in URC’s equity financings, which increased our ownership in URC from 15,000,000 shares to 16,930,750 shares and to 17,978,364 shares, respectively. As at April 30, 2024, we had a 14.9% of equity interest in URC compared to 14.9% as at July 31, 2023.

Current wording

During the three months ended October 31, 2024 and 2023, 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, 2024, we had a 14.4% equity interest in URC compared to a 14.8% equity interest as at July 31, 2024.

Previous wording

During the three and nine months ended April 30, 2024, we recorded a share of URC’s income of $520 and $2,397, respectively. During the three and nine months ended April 30, 2024, we also recorded a share of JCU’s losses of $416 and $1,072, respectively.

Current wording

During the three months ended October 31, 2024, we recorded a share of URC’s loss of $0.06 million (three months ended October 31, 2023: income of $1.32 million) and a share of JCU’s loss of $0.42 million (three months ended October 31, 2023: $0.28 million).

Previous wording

As at April 30, 2024, our investments in certain equity securities were revalued using the market values at period end, which resulted in an unrealized loss of $13,804 and gain of $23,585 on revaluation of equity securities, respectively, for the three and nine months ended April 30, 2024.

Current wording

As at October 31, 2024, our investments in certain equity securities were revalued using the market values at period end, which resulted in a fair value loss of $10.35 million on revaluation of equity securities for the three months ended October 31, 2024 (three months ended October 31, 2023: gain of $17.31 million).

Previous wording

In connection with the UEX Acquisition, we issued Replacement Warrants, which are accounted for as derivative liabilities as the exercise prices of the UEX warrants are denominated in Canadian dollars which differs from the functional currency of the Company. As at April 30, 2024, the Replacement Warrants were revalued, which resulted in a gain of $2,071 and a loss of $9,892, respectively, for the three and nine months ended April 30, 2024. Changes in fair value of derivative liabilities were primarily due to changes in our share price. During the three and nine months ended April 30, 2023, we recorded a gain on revaluation of derivative liabilities of $5,550 and $4,651, respectively.

Current wording

In connection with the UEX Acquisition, we issued Replacement Warrants, which are accounted for as derivative liabilities as the exercise prices of the UEX warrants were denominated in Canadian dollars which differs from the functional currency of the Company. As at October 31, 2024, the Replacement Warrants that had not been exercised expired. A gain of $1.71 million on revaluation of derivative liabilities was recorded for the three months ended October 31, 2024 due to the decrease in time value of the Replacement Warrants as they expired in the quarter. During the three months ended October 31, 2023, we recorded a loss on revaluation of derivative liabilities of $6.90 million primarily due to changes in our share price.

Previous wording

During the nine months ended April 30, 2024, we received net proceeds of $160,239 from our ATM Offerings and from exercises of stock options and share purchase warrants.

Current wording

During the three months ended October 31, 2024, we received net proceeds of $64.65 million (three months ended October 31, 2023: $56.53 million) from our ATM Offering and from exercises of stock options and share purchase warrants.

Previous wording

We have a history of operating losses resulting in an accumulated deficit balance since inception. We recorded net losses in Fiscal 2023 and in all prior years, and we had an accumulated deficit balance of $303,786 as at April 30, 2024. Furthermore, we may not achieve and maintain profitability or develop positive cash flow from our operations in the near term.

Current wording

We have a history of operating losses resulting in an accumulated deficit balance since inception. We had an accumulated deficit balance of $339.06 million as at October 31, 2024. Furthermore, we may not achieve and maintain profitability or develop positive cash flow from our operations in the near term.

Previous wording

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. We have yet to achieve consistent profitability or develop consistent positive cash flow from operations. Currently, we also rely on cash flows generated from the sales of our purchased uranium concentrates to fund our operations. Our reliance on equity and debt financings is expected to continue for the foreseeable future, and their availability whenever such additional financing is required will be dependent on many factors beyond our control and including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements, to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us.

Current wording

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. We have yet to achieve consistent profitability or develop consistent positive cash flow from operations. Currently, we also rely on cash flows generated from the sales of our purchased uranium concentrates to fund our operations. Our reliance on equity is expected to continue for the foreseeable future, and their availability whenever such additional financing is required will be dependent on many factors beyond our control and including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements, to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us.

Previous wording

Our operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, including continuing with our exploration and pre-extraction activities and acquiring additional uranium projects. In the absence of such additional financing, we would not be able to fund our operations, including continuing with our exploration and pre-extraction activities, which may result in delays, curtailment or abandonment of any one or all of our uranium projects.

Current wording

Our operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, including continuing with our exploration, pre-extraction and extraction activities and acquiring additional uranium projects. In the absence of such additional financing, we would not be able to fund our operations, including continuing with our exploration, pre-extraction and extraction activities, which may result in delays, curtailment or abandonment of any one or all of our uranium projects.

Previous wording

We hold mineral rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay, with annual land-related payments totaling $4.8 million to maintain these rights in good standing.

Current wording

We hold mineral rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay, with annual land-related payments totaling $5.93 million to maintain these rights in good standing.

Previous wording

Our anticipated operations, including exploration and pre-extraction activities, however, will be dependent on and may change as a result of our financial position, the market price of uranium and other considerations, and such changes may include accelerating the pace or broadening the scope of reducing our operations. Our ability to secure adequate funding for these activities will be impacted by our operating performance, other uses of cash, the market price of uranium, the market price of our common stock and other factors which may be beyond our control. Specific examples of such factors include, but are not limited to:

Current wording

Our anticipated operations, including exploration, pre-extraction and extraction activities, however, will be dependent on and may change as a result of our financial position, the market price of uranium and other considerations, and such changes may include accelerating the pace or broadening the scope of reducing our operations. Our ability to secure adequate funding for these activities will be impacted by our operating performance, other uses of cash, the market price of uranium, the market price of our common stock and other factors which may be beyond our control. Specific examples of such factors include, but are not limited to:

Previous wording

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 for 12 months from the date that this Quarterly Report is issued. Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to generate cash flow from the sales of our uranium inventories under our Physical Uranium Program and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial.

Current wording

We believe our existing cash resources and net proceeds of $31.04 million received from the issuance of common stock under the ATM Offering subsequent to October 31, 2024, and if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations for 12 months from the date that this Quarterly Report is issued. Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to generate cash flow from the sales of our uranium inventories under our Physical Uranium Program and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial.

Previous wording

Our long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium projects and continue with exploration and pre-extraction activities and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities.

Current wording

Our long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium projects and continue with exploration, pre-extraction, extraction and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities.

Previous wording

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 the 2021 ATM Offering, the ATM Offerings) covering the offering, issuance and sale of up to a maximum offering of $300 million under the 2022 Shelf.

Current wording

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 ATM Offering) covering the offering, issuance and sale of up to a maximum offering of $300 million under the 2022 Shelf.

Previous wording

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 Manager) as set forth in the 2021 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $100 million through the 2021 ATM Managers selected by us.

Current wording

On November 16, 2022, we also entered into an at-the-market offering agreement (the ATM Offering Agreement) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the ATM Manager) as set forth in the 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.

Previous wording

During the nine months ended April 30, 2024, net cash used in operating activities was $93,871, of which $57,179 was from the purchases of uranium concentrate inventory. During the nine months ended April 30, 2023, net cash provided by operating activities was $43,778, of which $39,933 was for the change in uranium concentrate inventory. Other significant operating expenditures included mineral property expenditures and G&A expenses.

Current wording

During the three months ended October 31, 2024, net cash used in operating activities totaled to $11.45 million, which was primarily related to mineral property expenditures incurred in this quarter of $13.51 million, general and administrative expenses of $5.34 million and change in operating assets and liabilities, partially offset by a gross profit from sale of purchased uranium inventory of $6.25 million. During the three months ended October 31, 2023, net cash used in operating activities was $45.73 million, of which $36.73 million was for the change in uranium concentrate inventory.

Previous wording

During the nine months ended April 30, 2024, net cash used in investing activities totaled $23,282, comprised of cash used in the acquisition of the Henday, Milliken and Carswell Projects of $1,334, a capital contribution to JCU of $2,388, cash used to purchase an additional interest in URC of $9,238, cash used in investment in equity securities of $12,115, proceeds from sale of equity securities of $3,008 and cash used for investment in mineral properties and the purchase of equipment of $2,557. During the nine months ended April 30, 2023, net cash used in investing activities totaled $123,333, comprised of cash used in the Roughrider Acquisition of $82,117, a capital contribution to JCU of $595, cash used in investment in equity securities of $42,219, cash used for investment in mineral properties and the purchase of equipment of $388 and net cash of $1,984 received from the UEX Acquisition.

Current wording

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 to JCU of $0.54 million and investment in mineral properties and the purchase of equipment for a total of $1.33 million. During the three months ended October 31, 2023, net cash used in investing activities totaled $5.48 million, comprised of cash used for the capital contribution to JCU of $0.65 million, investment in equity securities of $0.81 million, additional investment in URC of $5.68 million, and cash from the sale of equity securities of $3.43 million.

Previous wording

As of April 30, 2024, we had in-the-money stock options outstanding representing 6,249,671 shares at a weighted-average exercise price of $2.07 per share, and in-the-money share purchase warrants outstanding representing 2,404,116 shares at a weighted-average exercise price of $3.38 per share. As of April 30, 2024, outstanding in-the-money stock options and warrants represented a total 8,653,787 shares issuable for gross proceeds of approximately $21.1 million should these stock options and warrants be exercised in full on a cash basis. The exercise of stock options and warrants is at the discretion of their respective holders and, accordingly, there is no assurance that any of the stock options or warrants will be exercised in the future.

Current wording

As of October 31, 2024, we had in-the-money stock options outstanding representing 4,932,317 shares at a weighted-average exercise price of $2.66 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, 2024, outstanding in-the-money stock options and warrants represented a total 5,091,408 shares issuable for gross proceeds of approximately $13.8 million should these stock options and warrants be exercised in full on a cash basis. The exercise of stock options and warrants is at the discretion of their respective holders and, accordingly, there is no assurance that any of the stock options or warrants will be exercised in the future.

Previous wording

As of April 30, 2024, we were renting or leasing office premises in the States of Texas, Arizona and Wyoming, British Columbia and Saskatchewan, Canada, and Paraguay, for total monthly payments of $34. Office lease agreements for the U.S. and Canada expire between July 2026 and November 2029.

Current wording

As of October 31, 2024, we were renting or leasing office premises in the States of Texas, Arizona and Wyoming, British Columbia and Saskatchewan, Canada, and Paraguay, for total monthly payments of $0.04 million. Office lease agreements for the U.S. and Canada expire between July 2026 and November 2029.