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, 2025*, the Company had working capital (current assets less current liabilities) of $207.58 million including cash and cash equivalents of $148.93 million and purchased uranium inventories of $72.90 million. We believe our existing cash resources and cash flow from sale of uranium concentrates, and, if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations including uranium mining and our inventory purchase commitments for12 months from the date that these 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 achieve consistent positive cash flow from the sale of our produced and purchased uranium inventories and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial. Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financing in order to fund our operations, and this reliance is expected to continue for the foreseeable future. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations.

Basis of Presentation and Principles of Consolidation

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

Mineral Rights and Properties

We have established the existence of mineral resources for certain uranium projects, including our Palangana Mine and Christensen Ranch Mine (collectively, the “ISR Mines”), and our Red Desert, Green Mountain, Roughrider and Christie Lake Projects. We 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 some of our ISR Mines, we remain an Exploration Stage Issuer, as defined by the SEC, and will continue to remain as an Exploration Stage Issuer until such time proven or probable reserves have been established.

Since we commenced extraction of mineralized materials at some of our ISR Mines without having established proven or probable reserves, any mineralized materials established or extracted from our ISR Mines 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 and disposal wells, are expensed as incurred until such time that proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.

F-10

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

Business Combination and Asset Acquisition

The Company performs a screen test as required under U.S. GAAP to determine whether a transaction is an asset acquisition. If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset (or a group of similar identifiable assets), the assets acquired 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 market valuation method uses prices paid for a similar asset by other purchasers in the market, normalized for any differences between the assets. The cost valuation method is based on the replacement cost of a comparable asset at the time of the acquisition adjusted for depreciation and economic and functional obsolescence of the asset. If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition date, 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, properties, properties, plant and equipment and equity-accounted investments, existence of impairment indicators for the Company’s long-lived assets, valuation and measurement of impairment losses on mineral rights and properties, valuation of recoverability of a credit loss, valuation of asset retirement obligations, and valuation of stock options, share purchase warrants and stock-based compensation. Other areas requiring estimates include allocations of expenditures to inventories, depletion and amortization of mineral rights and properties and depreciation of property, plant and equipment. Actual results could differ significantly from those estimates and assumptions.

F-11

Foreign Currency Translation

The functional currency of our Company, including its subsidiaries, is the United States dollar, except for UEX Corporation ("UEX"), whose functional currency is the Canadian dollar. In accordance with 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.

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. Uranium extraction and processing cost includes direct materials, labor, and overheads incurred under normal operating conditions. Abnormal costs arising from underutilization are excluded from inventory and expensed as incurred. Costs of purchased uranium concentrates include the purchase price and other direct costs incurred during the purchase process.

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

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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.

The Company's equity ownership in Anfield Energy Inc. ("Anfield") exceeds20% but is less than50%. As permitted under ASC825 Financial Instruments, the Company elected to apply the fair value option to account for its investment in the common shares of Anfield (Note11). Accordingly, subsequent changes in the fair value of Anfield's common shares are recognized in the Consolidated Statements of Operations.

Additionally, we hold certain equity investments in entities that we 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 in the Consolidated Statements of Operations.

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:

F-13

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.

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.

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 Sheets. Assets under finance leases are included in Property, Plant and Equipment and the related lease liabilities in Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheets.

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

F-14

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. The Company is required to notify the conversion facility with instructions for a title transfer to the customer. Revenue is recognized once a title transfer of the 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 is determined using the share price of the Company at the date of grant. The fair value of performance based restricted stock units is determined using the Monte Carlo Simulation Model. Stock-based compensation expense related to stock option awards is recognized over the requisite service period on a graded vesting basis. Forfeitures are accounted for as they occur.

The Company’s estimates* 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.

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 Adopted Accounting Pronouncements and Securities and Exchange Commission Rules

In* November 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-07, Segment Reporting (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 (“CODM”) and included within each reported measure of segment profit or loss, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for the Company’s Annual Report on Form10-K for the fiscal year ended* July 31, 2025and subsequent interim periods. The guidance is applied retrospectively to all prior periods presented in the financial statements. The adoption of this ASU didnot* materially impact the Company’s segment reporting as presented in Note22.

Accounting PronouncementsNot Yet Adopted

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.

F-15

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.

In* November 2024,the FASB issued ASU2024*-03, Income Statement - Reporting Comprehensive Income (Topic220): Expense Disaggregation Disclosures, which includes amendments to require the disclosure of certain specific costs and expenses that are included in a relevant expense caption on the face of the income statement. Specific costs and expenses that would be required to be disclosed include: purchases of inventory, employee compensation, depreciation and intangible asset amortization. Additionally, a qualitative description of other items is required, equal to the difference between the relevant expense caption and the separately disclosed specific costs. This ASU is effective for fiscal years beginning after* December 15, 2026,and for interim periods beginning after December 15, 2027,*and are applied either prospectively or retrospectively at the option of the Company. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

During Fiscal2022, on* June 13, 2022,we entered into a definitive agreement with UEX (the “UEX Agreement”) pursuant to which we would acquire all of the issued and outstanding common shares of UEX in an all-share transaction (the “UEX Acquisition”). On August 19, 2022,*we acquired all of the issued and outstanding common shares of UEX.

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

The estimated fair value of the Replacement Warrants in the amount of $8.90 million as of* August 19, 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-16

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-17

On* December 6, 2024,the Company completed the acquisition of all of the issued and outstanding shares of capital stock of (i) Sweetwater Uranium Inc. (formerly Kennecott Uranium Company (“KUC”)) and (ii) Wyoming Coal Resources Company (“WCRC”) (collectively, the “Sweetwater Acquisition”) from Rio Tinto America Inc. KUC and WCRC collectively own or hold the following assets: (i) a fully-licensed conventional uranium processing mill, including buildings and equipment, located in Sweetwater County, Wyoming (the “Sweetwater Plant”); (ii) the Red Desert Project, an uranium project adjacent to the Sweetwater Plant; and (iii) the Green Mountain Project, an uranium project located22* miles north of the Sweetwater Plant. The Sweetwater Acquisition is accounted for as an acquisition of assets rather than a business as both KUC and WCRC donot 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 Sweetwater 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 was based on a value per pound of uranium which was determined using an in situ multiples analysis. Management used data from comparable public companies and precedent transactions in the in situ multiples analysis to estimate a value per pound of uranium and apply that to the property resource estimates, taking into account project-specific characteristics. The fair value of property, plant and equipment was estimated using the cost approach by an independent valuation specialist, based on replacement cost new, adjusted for physical depreciation, functional obsolescence and economic obsolescence.

The fair value of asset retirement obligations was measured based on the expected costs and timing for final well closure, plant and equipment decommissioning and removal, and environmental remediation, which are discounted to present value using credit adjusted risk-free rates. Surety bonds providing $22.56 million of coverage towards reclamation obligations were collateralized by the restricted cash as of* July 31, 2025 (Note9*).

Cash flow on acquisition:

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As at* July 31, 2025*, we held 1,356,000 (* July 31, 2024*:1,466,000) pounds of purchased uranium concentrate inventory. Costs of inventory consisted of the following:

As at* July 31, 2025*, our uranium inventory purchase commitments over the nextfive fiscal years are as follows:

As at* July 31, 2025*, we owned mineral rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay. These mineral rights were acquired through staking, purchase, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium.

As at* July 31, 2025*, the carrying value of these mineral rights and properties was as follows:

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During Fiscal2025, the Company recognized an addition of $7.69 million to asset retirement obligations, with a corresponding increase in mineral rights and properties. This is a non-cash transaction and therefore has been excluded from the consolidated statements of cash flows.

We 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 mineral resources for certain uranium projects, including our ISR Mines. Since we commenced uranium extraction at some of our ISR Mines without having established proven or probable reserves, there* 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, 2025* was $2.88 million, (* July 31, 2024*: $1.20 million,* July 31, 2023*: $1.06 million).

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

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

F-20

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. The maximum credit risk of these assets is the carrying amount less amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S. Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent. As of* July 31, 2025*, approximately $133.97 million of our cash and cash equivalents is held in a single financial institution 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, 2025*.

As at* July 31, 2025*, we owned 17,978,364 shares of Uranium Royalty Corp. (“URC”), representing a 13.5% (* July 31, 2024*:14.8%) interest in URC. In addition,two of our officers are members of URC’s board of directors, andtwo of our officers are also executive officers of URC. As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during Fiscal2025. Should URC’s outstanding options and warrants be fully exercised, UEC’s ownership interest would decrease from 13.5% to 13.3%. URC is a public company listed on the Toronto Stock Exchange with the trading symbol "URC" and on NASDAQ with the trading symbol "UROY". As at* July 31, 2025*, the fair value of our investment in URC was approximately $46.56 million (* July 31, 2024*: $43.33 million).

As at* July 31, 2025*, we owned 50% of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”) acquired through the UEX Acquisition completed on* August 19, 2022.*JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada. The Company’s 50% interest in JCU is a joint venture, which is accounted for using the equity method.

During Fiscal2025, Fiscal2024 and Fiscal2023, the changes in carrying value of our equity-accounted investment are summarized as follows:

F-21

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

On* January 15, 2025,the Company completed the acquisition of 1,428,572 post-consolidated common shares of Anfield(1) for total consideration of $10.46 million pursuant to a subscription agreement between the Company and Anfield. On February 20, 2025,the Company entered into an indemnification support agreement with Anfield. Under this agreement the Company provides an indemnity of $3.00 million in favour of Anfield for its surety bond and, in return, obtains the right to nominate members to Anfield board of directors in proportion to the Company’s ownership in Anfield. The indemnity maybe canceled by the Company upon delivery of30* days’ written notice. On* June 20, 2025,*the Company acquired an additional 2,266,666 post-consolidated common shares of Anfield by a private agreement for total consideration of $14.24 million.

Pursuant to ASC323 Investments – Equity Method and Joint Ventures, there is a rebuttable presumption that equity method of accounting shall be applied for investments of20% or more of the investee’s outstanding voting common stock. As at* July 31, 2025,the Company owned 4,978,877 post-consolidated common shares(1) of Anfield ( July 31, 2024:1,283,639 on a post-consolidated basis(1)), representing approximately 31.8% ( July 31, 2024:9.5%) of the outstanding common shares of Anfield on a non-diluted basis and approximately 37.0% ( July 31, 2024:13.1%) on a partially diluted basis after assuming the exercise of 1,283,639 post - consolidated share purchase warrants of Anfield (the "Anfield Warrants") held by the Company. As a result, the Company’s investment in Anfield’s common shares is subject to equity method of accounting. However, as permitted under ASC825* Financial Instruments, the Company elected to apply the fair value option to account for its investment in Anfield’s common shares. All subsequent changes in fair value of the common shares of Anfield are recognized in the consolidated statements of operations.

As at* July 31, 2025,the fair value of the Company’s investment in Anfield’s common shares was $26.14 million ( July 31, 2024:$4.72 million) and the fair value of Anfield Warrants was $1.39 million ( July 31, 2024:$1.74 million). The fair value gain on the Company's investment in Anfield's common shares from the date of the fair value option was elected to July 31, 2025was $1.22 million. See also Note18.*

The cumulative revaluation adjustment since acquisition of the equity securities held as at* July 31, 2025* is a loss of $8.18 million.

(1) Effective* August 1, 2025,*Anfield completed a share consolidation on the basis ofone (1) post-consolidation common share for every seventy-five (75) pre-consolidation common shares. All references to Anfield’s common shares in this note are presented on a post-consolidated basis.

As at* July 31, 2025*, accounts payable and accrued liabilities consisted of the following:

F-22

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

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

On* August 19, 2022,the Company issued Replacement Warrants (Note3*) in connection with the closing of the UEX Acquisition. The Replacement Warrants were accounted for as derivative liabilities as the exercise prices of the Replacement Warrants were denominated in Canadian dollars which differs from our functional currency.

As at* July 31, 2025*, there wereno Replacement Warrants outstanding. As at* July 31, 2024*, the fair value of the Replacement Warrants was estimated using the Black-Scholes model with the following assumptions, which is level2 of the fair value measurement hierarchy:

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The movement in derivative liabilities is as follows:

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, together 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, together 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.

On* December 20, 2024,we filed a prospectus supplement to our2022* Shelf (the*“2024* ATM Offering”) under which we* may,from time to time, sell shares of our common stock having an aggregate offering price of up to $300 million pursuant to an at-the-market offering agreement (the“2024* ATM Offering Agreement”) we have with Goldman Sachs & Co. LLC and certain co-managers (collectively, the*“2024* ATM Managers”). Under the2024 ATM Offering Agreement, we* may,from time to time, sell shares of our common stock through the2024* ATM Managers selected by us.

F-24

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During Fiscal2023, we issued 15,171,253 shares of the Company’s common stock under our ATM Offerings for gross cash proceeds of $59.82 million. The total issuance costs were $1.40 million, which includes compensation of $1.35 million paid to the ATM Managers.

During Fiscal2024, we issued 26,375,699 shares of the Company’s common stock under our2022 ATM Offering for gross cash proceeds of $171.74 million. The total issuance costs were $3.86 million, all of which was related to compensation paid to the ATM Managers.

During Fiscal2025, we issued 41,764,036 shares of the Company’s common stock under the2022 ATM Offering and2024 ATM Offering for gross cash proceeds of $292.35 million. The total issuance costs were $6.60 million, which includes compensation of $6.58 million paid to the ATM Managers and2024 ATM Managers.

Subsequent to* July 31, 2025,we issued 10,077,186 of the Company’s common stock under the2024* ATM Offering for gross cash proceeds of $101.97 million. The total issuance costs were $2.29 million, all of which was related to compensation paid to the2024 ATM Managers.

Share Purchase Warrants

A continuity schedule of outstanding share purchase warrants as at* July 31, 2025*, and the changes during the periods, is as follows:

F-25

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

A summary of share purchase warrants outstanding and exercisable as at* July 31, 2025* is as follows:

During Fiscal2025, Fiscal2024 and Fiscal2023, we received cash proceeds totaling $3.30 million, $8.12 million and $7.55 million, respectively, from the exercise of share purchase warrants.

Stock Options

During Fiscal2025, Fiscal2024, and Fiscal2023, we granted stock options under our stock incentive plans to certain directors, officers, employees and consultants to purchase an aggregate of 102,036,483,461 and 3,507,004 shares of the Company, respectively, which are subject to a 24-month vesting provision whereby, at the end of each of 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 Fiscal2025. 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.

During Fiscal2025, we granted stock options under our current stock incentive plan toone of our officers to purchase an aggregate of 24,415 shares of the Company, and the fair value of the stock option granted was $4.09 per share. We also granted stock options under our current stock incentive plan to our directors to purchase an aggregate of 66,332 shares of the Company, and the fair value of the stock options granted was $5.49 per share.

F-26

The fair value of these stock options was estimated at the date of grant, using the Black-Scholes Valuation Model, with the following weighted average assumptions, which is level2 of the fair value measurement hierarchy:

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

A continuity schedule of outstanding stock options as at* July 31, 2025*, 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-27

A continuity schedule of outstanding unvested stock options at* July 31, 2025*, and the changes during the fiscal year periods, is as follows:

As at* July 31, 2025*, the aggregate intrinsic value of all outstanding stock options granted was estimated at $27.39 million (vested: $26.41 million and unvested: $0.98 million). As at* July 31, 2025*, the unrecognized compensation cost related to unvested stock options was $0.75 million, which is expected to be recognized over 1.01 years.

A summary of stock options outstanding and exercisable as at* July 31, 2025* is as follows:

F-28

Restricted Stock Units

During Fiscal2025, Fiscal2024 and Fiscal2023, the Company granted RSUs to certain directors and officers of the Company under our then stock incentive plans. RSUs granted during Fiscal2025, Fiscal2024 and Fiscal2023 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, 2025*, and the changes during the fiscal year end periods, is as follows:

A summary of outstanding unvested RSUs as at* July 31, 2025*, is as follows:

F-29

**URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During Fiscal2025, Fiscal2024 and Fiscal2023, 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 Fiscal2025, Fiscal2024 and Fiscal2023, stock-based compensation relating to the RSUs were $3.00 million, $1.82 million and $1.10 million, respectively. As at* July 31, 2025*, unrecognized compensation costs related to unvested RSUs totaled $6.35 million, which is expected to be recognized over a period of approximately 1.86 years.

Performance Based Restricted Stock Units

During Fiscal2025, Fiscal2024 and Fiscal2023, the Company granted 947,726,718,308 and 551,923 maximum PRSUs (the “Awarded PRSUs”) and allocated up to the same amount of respective PRSUs, respectively, to the Company’s executive officers under our then stock incentive plans.

The Awarded PRSUs granted are accounted for as equity awards at fair value, and will vest at the end of athree-year service period subject to continued employment and certain performance conditions being met. The number of Awarded PRSUs that vest are adjusted using a multiplier that is based on total shareholder return by the Company’s shares over thethree-year period relative to a peer group as defined by the Company’s Board of Directors. Each vested PRSU granted in Fiscal2023 and Fiscal2024 entitles the recipient to a payment ofone common stock. Each vested PRSU granted in Fiscal2025 entitles the recipient to a payment ofone common stock or cash at the discretion of the Company’s Board of Directors.

F-30

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

A continuity schedule of unvested PRSUs as at* July 31, 2025*, and the changes during the fiscal years, is as follows:

During Fiscal2025, Fiscal2024 and Fiscal2023, stock-based compensation related to amortization of PRSUs totaled $1.15 million,$0.71million and $0.40 million, respectively. As at* July 31, 2025*, unrecognized compensation costs relating to unvested PRSUs totaled $3.12 million, which is expected to be recognized over a weighted average period of approximately 2.47 years.

F-31

Stock-Based Compensation

A summary of stock-based compensation expense for Fiscal2025, Fiscal2024 and Fiscal2023, is as follows:

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

The table below provides a breakdown of major customers:

F-32

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 loss per share for Fiscal2025, Fiscal2024 and Fiscal2023:

F-33

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-34

As at* July 31, 2025*, we re-evaluated the realizability of our tax loss carry-forwards and our conclusion that the realization of these tax loss carry-forwards 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:

F-35

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

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:

The Company’s operating segments consist of uranium exploration and mining activities in Wyoming, Texas, Saskatchewan and Others, as well as a corporate segment engaged in investments and the trading of purchased uranium inventory.

Our Chief Executive Officer who is the CODM evaluates performance and allocates resources for all of the Company’s reportable segments based on income (loss) before income taxes. The CODM uses segment income (loss) before income taxes to allocate resources, including decisions related to capital investment in mining operations and potential expansion opportunities. The significant segment expenses reviewed by the CODM are consistent with the operating expense line items presented in the Company’s consolidated statements of operations.

F-36

The Company adopted ASU2023-07, Segment Reporting (Topic280), on* August 1, 2024.*The new segment reporting requirement is applied retrospectively to all prior periods presented in these consolidated financial statements. The tables below present financial information for each of the Company’s reportable segments. All intercompany transactions have been eliminated.

F-37

(1) Other operating expenses include mineral property expenditures and general and administrative expenses.

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.