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Excrept from filing document 2025-07-31

Indicate by checkmark whether the registrant is a large accelerated filer an accelerated filer a non accelerated filer a smaller reporting company or an emerging growth company See the definitions of large accelerated filer accelerated filer smaller reporting company and emerging growth company in Rule 12b 2 of the Exchange Act
The aggregate market value of the voting and non voting common equity held by non affiliates computed by reference to the price at which the common equity was last sold or the average bid and asked price of such common equity as of the last business day of the registrant s most recently completed second fiscal quarter 7 06 on January 31 2025 was approximately 2 972 477 921
This Annual Report on Form 10 K and any documents incorporated herein by reference collectively the Annual Report include statements and information about our strategy objectives plans and expectations for the future that are not statements or information of historical fact These statements and information are considered to be forward looking statements or forward looking information within the meaning of and under the protection provided by the safe harbor provisions for forward looking statements as contained in the Private Securities Litigation Reform Act of 1995 and similar Canadian securities laws
Forward looking statements and any estimates and assumptions upon which they are based are made in good faith and reflect our views and expectations for the future as of the date of this Annual Report which can change significantly Furthermore forward looking statements are subject to known and unknown risks and uncertainties which may cause actual results performance achievements or events to be materially different from any future results performance achievements or events implied suggested or expressed by such forward looking statements Accordingly forward looking statements in this Annual Report should not be unduly relied upon
Forward looking statements may be based on a number of material estimates and assumptions of which any one or more may prove to be incorrect Forward looking statements may be identifiable by terminology concerning the future such as anticipate believe continue could estimate expect forecast intend goal likely may might outlook plan predict potential project should schedule strategy target will or would and similar expressions or variations thereof including the negative use of such terminology Examples in this Annual Report include but are not limited to such forward looking statements reflecting or pertaining to
Forward looking statements and any estimates and assumptions upon which they are based are made as of the date of this Annual Report and we do not intend or undertake to revise update or supplement any forward looking statements to reflect actual results future events or changes in estimates and assumptions or other factors affecting such forward looking statements except as required by applicable securities laws Should one or more forward looking statements be revised updated or supplemented no inference should be made that we will revise update or supplement any other forward looking statements
Forward looking statements are subject to known and unknown risks and uncertainties As discussed in more detail under Item 1A Risk Factors herein we have identified a number of material risks and uncertainties which reflect our outlook and conditions known to us as of the date of this Annual Report including but not limited to the following
Any one of the foregoing material risks and uncertainties has the potential to cause actual results performance achievements or events to be materially different from any future results performance achievements or events implied suggested or expressed by any forward looking statements made by us or by persons acting on our behalf Furthermore there is no assurance that we will be successful in preventing the material adverse effects that any one or more of these material risks and uncertainties may cause on our business prospects financial condition and operating results or that the foregoing list represents a complete list of the material risks and uncertainties facing us There may be additional risks and uncertainties of a material nature that as of the date of this Annual Report we are unaware of or that we consider immaterial that may become material in the future any one or more of which may result in a material adverse effect on us
The Company is a U S Domestic Issuer for United States Securities and Exchange Commission SEC purposes most of its shareholders are U S residents the Company is required to report its financial results under United States Generally Accepted Accounting Principles U S GAAP and its only trading market is the NYSE American However because the Company is a reporting issuer in Canada certain prior regulatory filings required of the Company in Canada contain or incorporate by reference therein certain disclosure that satisfies the additional requirements of Canadian securities laws which differ from the requirements of United States securities laws Unless otherwise indicated all Company resource estimates included in those Canadian filings and in the documents incorporated by reference therein had been prepared in accordance with Canadian National Instrument 43 101 Standards of Disclosure for Mineral Projects NI 43 101 and the Canadian Institute of Mining Metallurgy and Petroleum classification system NI 43 101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects
On October 31 2018 the SEC adopted the Modernization of Property Disclosures for Mining Registrants the New Rule introducing significant changes to the existing mining disclosure framework to better align it with international industry and regulatory practice including NI 43 101 The New Rule was codified as 17 CFR Subpart 220 1300 and 229 601 b 96 collectively S K 1300 and replaced SEC Industry Guide 7 The New Rule became effective as of February 25 2019 and issuers are required to comply with the New Rule as of the annual report for their first fiscal year beginning on or after January 1 2021 and earlier in certain circumstances The Company has been complying with the New Rule since the filing of its Annual Report for the fiscal year ended July 31 2022 and its related filings
All mineral estimates constituting mining operations that are material to our business or financial condition included in this Annual Report for Fiscal 2025 and in the documents incorporated by reference herein have been prepared in accordance with S K 1300 and are supported by initial assessments prepared in accordance with the requirements of S K 1300 S K 1300 provides for the disclosure of i Inferred Mineral Resources which investors should understand have the lowest level of geological confidence of all mineral resources and thus may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve ii Indicated Mineral Resources which investors should understand have a lower level of confidence than that of a Measured Mineral Resource and thus may be converted only to a Probable Mineral Reserve and iii Measured Mineral Resources which investors should understand have sufficient geological certainty to be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve Investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves as defined by S K 1300 Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable or that an Inferred Mineral Resource will ever be upgraded to a higher category
We are an exploration stage issuer and do not currently have any known mineral reserves and cannot expect to have known mineral reserves unless and until an appropriate technical and economic study is completed for ISR Mines or any of our other properties that shows Proven Mineral Reserves or Probable Mineral Reserves as defined by Regulation S K 1300 We currently do not have any Proven Mineral Reserves or Probable Mineral Reserves There can be no assurance that ISR Mines or any of our other properties contains or will contain any such SEC compliant Proven Mineral Reserves or Probable Mineral Reserves or that even if such reserves are found the quantities of any such reserves warrant continued operations or that we will be successful in economically recovering them During August 2024 we commenced the process for uranium extraction which is being funded with existing cash on the Company s balance sheet
As used in this Annual Report i the terms we us our Uranium Energy UEC and the Company mean Uranium Energy Corp including our wholly owned subsidiaries and a controlled partnership ii SEC refers to the United States Securities and Exchange Commission iii Securities Act refers to the United States Securities Act of 1933 as amended iv Exchange Act refers to the United States Securities Exchange Act of 1934 as amended and v all dollar amounts refer to United States dollars unless otherwise indicated
UEC is a pure play uranium company and is advancing its next generation of low cost in situ recovery ISR mining uranium projects and which ISR mining process is expected to reduce the impact on the environment as compared to conventional mining We have two extraction ready ISR hub and spoke platforms in South Texas and Wyoming anchored by fully licensed and operational processing capacity at its Hobson and Irigaray plants UEC also has several U S ISR uranium projects with all of their major permits in place with additional diversified holdings of uranium assets across the U S Canada and the Republic of Paraguay
Uranium Energy Corp was incorporated under the laws of the State of Nevada on May 16 2003 under the name Carlin Gold Inc During 2004 we changed our business operations and focus from precious metals exploration to uranium exploration in the U S Our principal executive office and corporate headquarters in the U S is located at 500 North Shoreline Ste 800 Corpus Christi Texas 78401 and our principal executive office and corporate headquarters in Canada is located at 1188 West Georgia Street Suite 1830 Vancouver British Columbia Canada V6E 4A2
We are primarily engaged in uranium mining and related activities including exploration pre extraction extraction and processing on uranium projects located in the United States Canada and the Republic of Paraguay We utilize ISR mining where possible which we believe when compared to conventional open pit or underground mining requires lower capital and operating expenditures with a shorter lead time to extraction and a reduced impact on the environment We do not expect however to utilize ISR mining for all of our uranium projects in which case we would expect to rely on conventional open pit and or underground mining techniques We have one uranium mine located in the State of Texas our Palangana Mine which utilizes ISR mining and commenced extraction of U3O8 or yellowcake in November 2010 We have one uranium processing facility located in the State of Texas our Hobson Processing Facility which processes material from our ISR Mines into drums of U3O8 our only sales product and source of revenue for shipping to a third party storage and sales facility Since commencement of uranium extraction from our ISR Mines in November 2010 to July 31 2025 our Hobson Processing Facility has processed 578 000 pounds of U3O8
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 U3O8 annually and is licensed to process up to four million pounds of U3O8 annually acts as the central processing site the hub for our Palangana Mine and future satellite uranium mining activities such as our Burke Hollow Project located within the South Texas Uranium Belt the spokes
The Christensen Ranch ISR Project area is equipped with a satellite ion exchange IX plant with 6 500 gallons per minute installed capacity a groundwater restoration plant with 1 000 gallons per minute capacity two wastewater disposal wells and four lined evaporation ponds Loaded resin from Christensen Ranch s satellite IX plant is trucked to our Irigaray central processing plant CPP for processing The Irigaray CPP is the hub central to our fully permitted ISR projects located in the Powder River Basin of Wyoming including our Christensen Ranch Mine Reno Creek and Ludeman Projects The Irigaray CPP was first constructed in 1977 1978 and is located in Johnson County about 80 miles north of Casper Wyoming The Irigaray CPP is a fully operational and licensed ISR processing plant for resin elution precipitation filtration and drying and packaging of U3O8 On October 16 2024 we received approval from the Wyoming Department of Environmental Quality WDEQ Uranium Recovery Program to increase the licensed production capacity at the Irigaray CPP to 4 0 million pounds of U3O8 annually
In August 2024 we restarted uranium extraction at our fully permitted and past producing Christensen Ranch Mine ISR operation in Wyoming During Fiscal 2025 our initial production as part of ramp up yielded 103 545 pounds and 26 421 pounds of precipitated uranium and dried and drummed concentrate respectively at the end of such period We expect the ramp up phase will continue while new production areas are being constructed in 2025 and 2026 At the same time we have continued to advance our Roughrider and Burke Hollow Projects with resource expansions and development programs respectively
In 2022 we acquired a substantial portfolio of projects in Canada with the purchase of UEX Corporation UEX and the Roughrider Project from a subsidiary of Rio Tinto plc Rio Tinto The UEX portfolio consists of a mix of uranium deposits primarily focused on the Athabasca Basin uranium district in Saskatchewan Canada This includes interests in the Shea Creek Christie Lake Horseshoe Raven Millennium and Wheeler River Projects In addition to advancing its uranium development projects through its ownership interest in JCU Canada Exploration Company Limited JCU UEX was advancing several other uranium deposits in the Athabasca Basin which include the Paul Bay Ken Pen and Ōrora deposits at the Christie Lake Project the Kianna Anne Colette and 58B deposits at its currently 49 1 owned Shea Creek Project and the Horseshoe and Raven deposits located on its 100 owned Horseshoe Raven Project The Roughrider Project is an exploration stage asset having been advanced by Rio Tinto over a decade of work The acquisition brought in an exploration stage high grade conventional asset into UEC s portfolio that along with the UEX acquisition begins to develop a critical mass of 100 owned resources in the Athabasca Basin to accelerate extraction and or production plans The two transactions provide a portfolio of medium to long term high grade conventional projects that complement our nearer term U S ISR assets
On November 7 2024 we filed an initial assessment technical report summary TRS that includes an economic analysis and mineral resource estimate for our Roughrider Project located in Northern Saskatchewan Canada The economic analysis is included in a TRS titled S K 1300 Initial Assessment Report Roughrider Uranium Project Saskatchewan Canada issued on November 5 2024 and prepared for the Company by Tetra Tech Canada Inc Understood Mineral Resources Ltd Snowden Optiro Terracon Geotechnique Ltd and Clifton Engineering Group Inc in accordance with Item 1302 of S K 1300
On December 6 2024 we completed the acquisition of all of the issued and outstanding shares of capital stock of Kennecott Uranium Company KUC and Wyoming Coal Resources Company WCRC from Rio Tinto America Inc collectively the Sweetwater Acquisition Sweetwater Uranium Inc formerly KUC and WCRC collectively own or hold the following major assets i the facilities equipment improvements and fixtures for the processing of uranium located in Sweetwater County Wyoming and related facilities and impoundments the Sweetwater Plant ii the Red Desert Project a uranium project adjacent to the Sweetwater Plant and iii the Green Mountain Project a uranium project located 22 miles north of the Sweetwater Plant with two deposits that have potential for ISR mining and three deposits that are considered appropriate for conventional mining The consideration for the Sweetwater Acquisition was 175 4 million in cash plus acquisition related costs of 4 2 million On August 5 2025 Sweetwater was designated as a transparency project by the U S Federal Permitting Improvement Steering Council as part of the implementation of President Trump s March 20 2025 Executive Order on Immediate Measures to Increase American Mineral Production
With the completion of the Sweetwater Acquisition in December 2024 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 footprints in Canada and in particular the Athabasca Basin in Saskatchewan 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
During Fiscal 2025 we increased our equity interests in Anfield Energy Inc Anfield TSX V AEC Effective August 1 2025 Anfield completed a share consolidation on the basis of one 1 post consolidation common share for every seventy five 75 pre consolidation common shares As at July 31 2025 we owned 4 978 877 post consolidated common shares of Anfield representing approximately 31 8 of the outstanding common shares of Anfield on a non diluted basis and approximately 36 99 on a partially diluted basis after assuming the exercise of 1 283 639 post consolidated share purchase warrants of Anfield held by us
In September 2025 we announced the incorporation of United States Uranium Refining Conversion Corp UR C which is intended to pursue the feasibility of developing a new uranium refining and conversion facility in the U S To date a conceptual study has been completed that envisions a conversion facility with an initial capacity of 10 000 metric tonnes uranium per year The project will move forward contingent on several factors including completion and assessment of additional engineering and economic studies securing strategic government commitments utility contracts regulatory approvals and favorable market conditions We have begun initial discussions with the U S government state level energy authorities utilities and financial entities and will report further updates as these engagements advance
As at July 31 2025 we also hold certain mineral rights in various stages in the States of Arizona New Mexico Texas and Wyoming in Canada and in the Republic of Paraguay many of which are located in historically successful mining areas and have been the subject of past exploration and pre extraction activities by other mining companies
With the completion of the acquisition of U1A in December 2021 together with the completion of the Sweetwater Acquisition in December 2024 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 footprints in Canada and in particular the Athabasca Basin in Saskatchewan We continue to establish additional uranium projects through exploration and pre extraction activities and direct acquisitions in the U S 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
We are investing in building the next generation of low cost uranium projects that will be competitive on a global basis and which will use the ISR mining process which is expected to reduce the impact on the environment as compared to conventional mining Despite our focus on low cost ISR mining with its low capital requirements we saw a unique opportunity to purchase drummed uranium at prevailing spot prices which are below most global industry mining costs Hence we established a physical uranium portfolio the Physical Uranium Program and as of July 31 2025 we had 1 356 000 pounds of uranium excluding 103 545 pounds and 26 421 pounds of precipitated uranium and dried and drummed concentrate respectively of initial production at Christensen Ranch ISR Project at the end of such period We had entered into agreements to purchase 300 000 pounds of warehoused uranium in Fiscal 2026 at conversion facilities located in North America at a volume weighted average price of approximately 37 05 per pound
Our Physical Uranium Program will support three objectives for our Company i to bolster our balance sheet as uranium prices appreciate ii to provide strategic inventory to support future marketing efforts with utilities that could compliment production and accelerate cash flows and iii to increase the availability of our Texas and Wyoming production capacity for emerging U S origin specific opportunities which may command premium pricing due to the scarcity of domestic uranium One such U S origin specific opportunity is our plan to participate in supplying the Uranium Reserve as outlined in the Nuclear Fuel Working Group report published by the U S Department of Energy DOE
The uranium market is being driven by a macro demand for more electricity generation an unprecedented global push for clean energy geopolitical situations and under investment among other factors An April 2025 study from the National Electrical Manufacturers Association projected that electricity demand in the United States will see a 50 increase by 2050 This included expectations that artificial intelligence growth and demand to power data centers will increase by 300 over the next 10 years Source NEMA s Grid Reliability Study April 7 2025
There is a growing realization that the highly reliable safe economical baseload power nuclear energy provides should be a part of any clean energy platform An increasing number of governments have announced that they are pursuing strategies to increase energy independence for national security interests that dovetail well with nuclear power as a key component in their energy mix
In the United States several pieces of bipartisan legislation have passed in recent years supporting nuclear development and expansion including the Nuclear Fuel Security Act the Advance Act and the Inflation Reduction Act In combination these bills and other legislative efforts seek to encourage the restoration and rebuilding of a robust domestic fuel cycle in the United States For example the United States Secretary of Energy signed a Secretarial Order directing the United States Department of Energy to unleash commercial nuclear power in the United States and strengthen grid reliability and security Source Energy Gov Secretary Wright Acts to Unleash Golden Era of American Energy Dominance February 5 2025
On May 23 2025 the President of the United States Donald J Trump signed Executive Orders that include a policy objective to quadruple United States nuclear energy by 2050 Among other things the orders directed the DOE to work with industry to deliver 5 Gigawatt electric GW of power uprates at existing nuclear plants and have 10 new large reactors under construction by 2030 in addition to restarting closed plants and completing advanced designs These Executive Orders mark a historic level of policy support to rejuvenate the United States nuclear industry and its infrastructure underscoring its importance as a matter of national security The Executive Orders invoke the Defense Production Act and are intended to have significant positive policy and economic impacts on the domestic fuel cycle reactor new builds research and new technology advancements The Executive Orders also authorize the United States Secretary of Energy to support spent nuclear fuel management an evaluation of policies regarding commercial recycling and reprocessing of nuclear fuels and recommendations for the efficient use of nuclear waste materials The Executive Orders are expected to result in an accelerated and coordinated approach to regulatory actions all aimed at a more secure and independent energy future for the United States
Global uranium market fundamentals have improved in recent years and the market began a transition from being inventory driven to production driven The spot market bottomed out in November 2016 at about 17 75 per pound U3O8 but has since shown appreciation reaching a high in 2024 of 107 00 per pound U3O8 Since that time the spot uranium market has seen a corrective move reaching a low of 63 45 per pound U3O8 on March 17 2025 before increasing to above 78 75 per pound U3O8 on June 27 2025 Since that time the market has experienced a shorter term pullback trading on light volume with prices ranging from 78 00 on July 1 2025 to 80 80 on September 23 2025 Source UxC LLC Historical Ux Daily Prices
During the year ended July 31 2025 uranium prices averaged 73 59 per pound U3O8 representing an approximate 11 40 decrease compared to the average price of 83 06 per pound U3O8 in the year ended July 31 2024 As at July 31 2025 the U3O8 price was 71 10 per pound U3O8 representing an approximate 16 84 decrease from 85 50 per pound as at July 31 2024 Source UxC LLC Historical Ux Daily Prices
Relative underinvestment in uranium mining operations over the past decade has been a major factor contributing to a structural deficit between global production and uranium requirements Reduced production from existing uranium mines has also been a contributing factor with some large producers cutting back and or unable to reach previously planned production levels In 2025 and 2026 the mid case gap between production and requirements is projected to be 44 million pounds U3O8 and by 2035 accumulates to a total above 345 million pounds U3O8 Source UxC 2025 Q2 Uranium Market Outlook For context utilities in the United States purchased 51 6 million pounds U3O8 in 2023 Source United States 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 expected 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 future demand The timeline for many new mining projects can be 10 years or longer and will require prices high enough to stimulate new mining investments
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 United States legislation banning the importation of Russian nuclear fuel and the European Union s goals to reduce and eventually eliminate its dependence on Russian fuel is causing a fundamental change to the nuclear fuel markets As a result of the instability and assurance of supply risks United States and European utilities are shifting supply focus to areas of low geopolitical risk
Additionally the United States Presidential Executive Order Establishing the National Energy Dominance Council noted one of its objectives is to reduce dependency on foreign imports for the United States national security and recognized uranium as an amazing national asset Source The White House News Update February 14 2025 Critical minerals including uranium are also receiving additional scrutiny as mandated by the Trump Administration s Executive Order initiating a new investigation under Section 232 of the Trade Expansion Act of 1962 to ensure imports are not in such quantities or circumstances as to threaten or impair national security and or economic resilience This action being performed by the Department of Commerce could potentially lead to tariffs or other import restrictions on foreign uranium to bolster domestic production
On the demand side the global nuclear energy industry continues robust growth with 68 new reactors connected to the grid in 2015 through March of 2025 and with another 62 reactors under construction In 2024 six new reactors were connected to the grid and four reactors were permanently shut down Source International Atomic Energy Association Power Reactor Information System August 10 2025 Total nuclear generating capacity for the world s 439 operable reactors as of July 11 2025 stands at 398 GW Source World Nuclear Association In November 2024 at the United Nations Climate Change Conference COP29 six more countries joined the pledge to triple their nuclear capacity by 2050 bringing the total to 31 countries further supporting additional growth for the nuclear industry and uranium demand In addition over 150 nuclear industry companies 14 of the world s largest banks like Citibank Morgan Stanley and Goldman Sachs and more recently 15 large energy users such as Microsoft Amazon and Google have all pledged to support this goal in their investments and commercial activities
Additionally there is positive momentum from the utility industry as they return to a longer term contracting cycle to replace expiring contracts and inventory drawdowns It is estimated that cumulative uncommitted demand through 2035 is more than 926 million pounds U3O8 Source UxC Uranium Market Overview Q2 2025 This utility demand together with potential demand from financial entities government programs and the overall increase in interest in nuclear energy as a source for growing electricity demand from artificial intelligence and data center applications are continuing to add positive tailwinds to the strong fundamentals in the uranium market
we announced restarting uranium extraction at our fully permitted and past producing Christensen Ranch Mine ISR operation in Wyoming during August 2024 During Fiscal 2025 our initial production as part of ramp up yielded 103 545 pounds and 26 421 pounds of precipitated uranium and dried and drummed concentrate respectively at the end of such period
We are utilizing in situ recovery or ISR uranium mining for our South Texas projects as well as our Christensen Ranch Project in Wyoming We will continue to utilize ISR mining whenever such an alternative is available to conventional mining When compared to conventional mining ISR mining requires lower capital expenditures has a reduced impact on the environment and results in a shorter lead time to uranium recovery
ISR mining is considered significantly more environmentally friendly than alternative traditional mining approaches as the ISR process does not require blasting or waste rock movement resulting in less damage to the environment minimal dust and no resulting tailings or tailings facilities Further ISR mining is more discrete and therefore land access does not typically have to be restricted and the area may be restored to its pre mining usage faster than when applying traditional mining approaches
ISR mining involves circulating oxidized water through an underground uranium deposit dissolving the uranium and then pumping the uranium rich solution to the surface for processing Oxidizing solution enters the formation through a series of injection wells and is drawn to a series of communicating extraction wells To create a localized hydrologic cone of depression in each wellfield more groundwater will be produced than injected Under this gradient the natural groundwater movement from the surrounding area is toward the wellfield providing control of the injection fluid Over extraction is adjusted as necessary to maintain a cone of depression which ensures that the injection fluid does not move outside the permitted area
The uranium rich solution is pumped from an ore zone to the surface and circulated through a series of ion exchange columns located at the mine site The solution flows through resin beads inside an ion exchange column where the uranium bonds to small resin beads As the solution exits the ion exchange column it is mostly void of uranium and is re circulated back to the wellfield and through the ore zone Once the resin beads are fully loaded with uranium they are transported by truck to our Hobson Processing Facility and transferred to a tank for flushing with a brine solution or elution which strips the uranium from the resin beads The stripped resin beads are then transported back to the mine and reused in the ion exchange columns The uranium solution now free from the resin is precipitated out and concentrated into a slurry mixture and fed to a filter press to remove unwanted solids and contaminants The slurry is then dried in a zero emissions rotary vacuum dryer packed in metal drums and shipped out as uranium concentrates or yellowcake to a conversion facility for storage and sales
Each project is divided into a mining unit known as a Production Area Authorization PAA or Mine Unit Mine Unit which lies inside an approved Mine Permit Boundary Each PAA or Mine Unit will be developed extracted and restored as one unit and will have its own set of monitor wells It is common to have multiple PAAs or Mine Units in extraction at any one time with additional units in various states of exploration pre extraction and or restoration
After mining is complete in a PAA or Mine Unit aquifer restoration will begin as soon as practicable and will continue until the groundwater is restored to pre mining conditions Once restoration is complete a stability period of no less than one year is scheduled with quarterly baseline and monitor well sampling Wellfield reclamation will follow after aquifer restoration is complete and the stability period has passed
The timing of our uranium concentrate sales is dependent upon factors such as extraction results from our mining activities cash requirements contractual requirements and perception of the uranium market As a result our sales are neither tied to nor dependent upon any particular season In addition our ability to conduct exploration on our Canadian projects can be limited in the spring and fall seasons when access to lakes is limited by thin and or unstable ice
In Texas our mineral rights are held exclusively through private leases from the owners of the land mineral surface rights with varying terms In general these leases provide for uranium and certain other specified mineral rights only including surface access rights for an initial term of five years and renewal for a second five year term We have amended the majority of the leases to extend the time period for an additional five years past the original five year renewal periods Some of our project leases have a fixed royalty amount based on net proceeds from sales of uranium and our other projects have production royalties calculated on a sliding scale basis tied to the gross sales price of uranium Remediation of a property is required in accordance with regulatory standards which may include the posting of reclamation bonds
In Arizona New Mexico and Wyoming our mineral rights are held either exclusively or through a combination of federal mining claims and state and private mineral leases Remediation of a property is required in accordance with regulatory standards which may include the posting of reclamation bonds Our federal mining claims consist of both unpatented lode and placer mining claims registered with the U S Bureau of Land Management BLM and the appropriate counties To hold the BLM claims fees of 200 per claim must be paid annually by September 1st Our state mineral leases are registered with their respective states These leases provide for mineral rights and are subject to a production royalty of 4 in Wyoming and 5 to 6 in Arizona ranging from a five year term in Arizona to a ten year term in Wyoming Annual maintenance requirements include lease fees of between 1 and 4 per acre in Wyoming and minimum exploration expenditure requirements of between 10 and 20 per acre in Arizona Our private mineral leases are negotiated directly with the owners of the land mineral surface rights with varying terms These leases provide for uranium and certain other specified mineral rights only including surface access rights subject to production royalties ranging from an initial term of five to seven years and renewal for a second five year to seven year term In Wyoming the Sweetwater site contains 410 mill site claims that are paid for annually at 200 per claim as are mineral claims A mill site claim must be located on non mineral lands and must include the erection of a mill and other structures that will support a mining operation The Sweetwater mill SX building process tanks and tailings storage facility are all located on these mill site claims
Under the mining laws of Saskatchewan Canada title to mineral rights for our projects in Saskatchewan is held through The Crown Minerals Act of the Province of Saskatchewan In addition The Mineral Resources Act 1985 and The Mineral Tenure Registry Regulations affect the rights and administration of mineral tenure in Saskatchewan The lands of our Saskatchewan projects are currently claimed as Crown dispositions or mineral dispositions or mineral leases Subject to section 19 of The Crown Minerals Act a claim grants to the holder the exclusive right to explore for any Crown minerals that are subject to these regulations within the claim lands Claims are renewed annually and the claim holder is required to satisfy work expenditure requirements Expenditure requirements are Nil for the first year 15 per hectare for the second year to the tenth year of assessment work periods and 25 per hectare for the eleventh year and subsequent assessment work periods For registering exploration expenditures mineral dispositions may be grouped at the time of submission if the total mineral disposition area is not greater than 18 000 hectares The holder may also submit a cash payment or cash deposit in lieu of a work assessment submission for not more than three consecutive work periods A claim may be converted to a mineral lease upon application and payment of a registration fee
UEC is dedicated to preserving the environment in which we operate and to being a responsible neighbor to our local communities We believe in mining in a responsible manner such as through the deployment of ISR technology when possible adhering to all applicable environmental regulations and minimizing our impact on the environment UEC believes that uranium and nuclear energy will be an important part of the energy transition as it can provide reliable and consistent power to the grid Ensuring responsible mining practices better positions nuclear to be an energy source of choice to governments and enables us to be a better partner and corporate citizen to our local communities
Our objectives for the management of the environment are set out in an Environmental Health and Safety Policy which can be found on our website Topics covered in this policy include the management of hazardous waste water biodiversity and land use air quality and pollutants green house gas GHG emissions and energy management Adherence to and performance against this policy will be reviewed by our Board of Directors the Board of Directors or Board Sustainability Committee annually
We believe that we comply with all federal state and local applicable laws and regulations which govern environmental quality and pollution control Our operations are subject to stringent environmental regulation by state and federal authorities including the Railroad Commission of Texas RCT the Texas Commission on Environmental Quality TCEQ the WDEQ Land Water and Air Quality Divisions the United States BLM Wyoming and the United States Environmental Protection Agency EPA
In Texas where the Company s hub and spoke operations are anchored by our fully licensed Hobson Processing Facility surface extraction and exploration for uranium is regulated by the RCT while ISR uranium extraction is regulated by the TCEQ An exploration permit is the initial permit granted by the RCT that authorizes exploration drilling activities inside an approved area This permit authorizes specific drilling and plugging activities requiring documentation for each borehole drilled All documentation is submitted to the RCT on a monthly basis and each borehole drilled under the exploration permit is inspected by an RCT inspector to ensure compliance As at July 31 2025 we held one exploration permit in each of Bee Duval and Goliad Counties in Texas
A Mine Area Permit MAP application is required for submission to the TCEQ to establish a specific permit area boundary aquifer exemption boundary and the mineral zones of interests or production zones The application also includes a financial surety plan to ensure funding for all plugging and abandonment requirements Funding for surety is in the form of cash or bonds including an excess of 15 for contingencies and 10 for overhead adjusted annually for inflation As at July 31 2025 we held MAPs for our Palangana Mine and our Goliad and Burke Hollow Projects
A Radioactive Material License RML application is also required for submission to the TCEQ for authorization to operate a uranium recovery facility The application includes baseline environmental data for soil vegetation surface water and groundwater along with operational sampling frequencies and locations A Radiation Safety Manual is a key component of the application which defines the environmental health and safety programs and procedures to protect employees and the environment Another important component of the application is a financial surety mechanism to ensure plant and wellfield decommissioning is properly funded and maintained Surety funding is in the form of cash or bonds and includes an excess of 15 for contingencies and 10 for overhead adjusted annually for inflation As at July 31 2025 we held RMLs for our Palangana Mine Burke Hollow and Goliad Projects and Hobson Processing Facility
PAA applications are also required for submission to the TCEQ to establish specific extraction areas inside the MAP boundary These are typically 30 to 100 acre units that have been delineated and contain extractible quantities of uranium The PAA application includes baseline water quality data that is characteristic of that individual unit proposes upper control limits for monitor well analysis and establishes restoration values The application will also include a financial security plan for wellfield restoration and reclamation which must be funded and in place prior to commencing uranium extraction As at July 31 2025 we held four PAA permits for our Palangana Mine one for our Goliad Project and one for our Burke Hollow Project
A Class I disposal well permit application is also required for submission to the TCEQ for authorization for deep underground wastewater injection It is the primary method for disposing of excess fluid from the extraction areas and for reverse osmosis concentrate during the restoration phase This permit authorizes injection into a specific injection zone within a designated injection interval The permit requires continuous monitoring of numerous parameters including injection flow rate injection pressure annulus pressure and injection annulus differential pressure Mechanical integrity testing is required initially and annually to ensure the well is mechanically sound Surety funding for plugging and abandonment of each well is in the form of cash or bonds including 15 for contingencies and 10 for overhead adjusted annually for inflation As at July 31 2025 we held two Class I disposal well permits for each of our Hobson Processing Facility Palangana Satellite Facility and Burke Hollow and Goliad Projects
The federal Safe Drinking Water Act SDWA creates a regulatory program to protect groundwater and is administered by the EPA The SDWA allows states to issue underground injection control UIC permits under two conditions the state s program must have been granted primacy and the EPA must have granted an aquifer exemption upon the state s request an Aquifer Exemption Texas being a primacy state is therefore authorized to grant UIC permits and makes the official requests for an Aquifer Exemption to the EPA The Aquifer Exemption request is submitted by the Company to the TCEQ and once approved is then submitted by the TCEQ to the EPA for concurrence and final issuance As at July 31 2025 we held an Aquifer Exemption for each of our Palangana Mine and our Goliad and Burke Hollow Projects
In Wyoming ISR mining activities are regulated by the WDEQ Land Quality Division LQD under Wyoming Administrative Code 35 11 401 through 35 11 437 Before ISR uranium mining is allowed to proceed in Wyoming certain permits and licenses must be granted by WDEQ which are subject to financial assurance plans to ensure anticipated future costs for decontamination decommissioning reclamation groundwater restoration disposal or any other reclamation requirements are adequately funded Bonding regulations for ISR facilities are discussed in 35 11 417 of the Wyoming Administrative Code and further in WDEQ LQD regulations contained in Non Coal Chapters 1 through 13
There are two major permits licenses required for ISR uranium mining in Wyoming The first is the Permit to Mine issued by the WDEQ LQD The second is the RML previously issued by the U S Nuclear Regulatory Commission NRC now issued by the WDEQ LQD Uranium Recovery Program URP In 2018 the State of Wyoming became an NRC agreement state for the licensing of uranium recovery operations RMLs are now issued and regulated by the WDEQ LQD URP Annual financial surety updates are required on the Mine Permit anniversary date and are reviewed by both the WDEQ LQD and WDEQ LQD URP as part of the approval process As at July 31 2025 UEC held Permits to Mine and RMLs for each of its Christensen Ranch Irigaray Ludeman Moore Ranch and Reno Creek Projects Mine Permits are also held for UEC s Sweetwater Big Eagle and Jackpot mines in the Great Divide Basin of Wyoming and an RML for the Sweetwater mine mill and tailing storage facility
In Wyoming a Class I disposal well permit is required for deep underground wastewater injection same process as in Texas It is the primary method for disposing of excess fluid from the extraction areas and for reverse osmosis concentrate during the restoration phase Permits for Class I Injection wells are authorized by the WDEQ Water Quality Division who has primacy for this program under EPA In Wyoming as at July 31 2025 UEC holds Class I Injection well permits for four disposal wells at the Christensen Ranch Project two disposal wells at the Irigaray Project four disposal wells at the Moore Ranch Project and four disposal wells at its Reno Creek Project
Exploration drilling outside of areas within a Permit to Mine is regulated by the WDEQ LQD To conduct exploration drilling an application must be filed with the LQD that provides location details of the areas to be explored the number of drill holes anticipated the methods of drill hole abandonment to be used the location of access roads to be used or constructed and an estimate of the cost to reclaim all drill holes and surfaces impacted by the drilling program If approved the LQD will approve the reclamation cost estimate and the Company will post a bond or other financial assurance instrument acceptable to the LQD After the financial assurance instrument is approved by the LQD they will issue a Drilling Notification permit to the Company to conduct the exploration drilling After reclamation is completed the LQD will inspect the drill hole sites and either approve the reclamation and release the bond or make recommendations for further corrective action As at July 31 2025 UEC holds five Drilling Notification Permits two for various exploration projects in the Powder River Basin and three for exploration in the Great Divide Basin of Wyoming
Under the WDEQ Bonding Provisions 35 11 417 and the regulations for Financial Assurance Requirements for Closure Post Closure and Corrective Action financial assurance for ISR uranium sites will include costs relating to decommissioning decontamination demolition and waste disposal for buildings structures foundations equipment and utilities well plugging and abandonment surface reclamation of operating areas roads wellfields and surface impoundments groundwater restoration in mining areas and radiological surveying for final release of the lands Funding for the financial assurance is in the form of cash reclamation bonds letters of credit and or other mechanisms approved by the WDEQ The financial assurance calculations include an excess of 15 for contingencies and 10 for overhead adjusted annually for inflation As at July 31 2025 UEC held reclamation bonds for all of its Permits to Mine and RML licenses plus five Drilling Notifications exploration by drilling permits
As in Texas the State of Wyoming is allowed to issue UIC permits under two conditions the state s program must have been granted primacy and the EPA must have granted an Aquifer Exemption upon the state s request Wyoming issues UIC Class I permits disposal wells and UIC Class III permits for ISR wells Wyoming requests the official Aquifer Exemption from the EPA for these permits As at July 31 2025 UEC held Aquifer Exemptions for each of its Christensen Ranch Irigaray Ludeman Moore Ranch and Reno Creek Projects as well as the Christensen Ranch Irigaray Moore Ranch and Reno Creek Class I disposal wells
Uranium mining and milling projects in Canada are among the most heavily regulated types of projects in the country with full regulatory oversight from both the federal and provincial levels of government That full regulatory oversight includes a strong independent federal nuclear regulator the Canadian Nuclear Safety Commission CNSC which is charged with regulating all aspects of nuclear activities in Canada under the Nuclear Safety and Control Act NSCA Modern uranium mines despite their strong safety and environmental protection record operate in this heavily regulated environment effectively using integrated management systems to maintain compliance and includes extensive reporting to demonstrate that ongoing compliance Monitoring includes regulatory agencies community groups e g North Environmental Quality Committee Indigenous groups periodic state of the environment reporting and occasional independent third party monitoring funded by the CNSC
The first step in the provincial Environmental Impact Assessment EIA process is for the proponent to develop a Technical Proposal that details the project and its potential impacts to the environment and human health and safety That Technical Proposal is reviewed under the Saskatchewan Environmental Assessment Review Panel SEARP which represents most of the ministries Following review of the Technical Proposal to require a provincial EIA a project must be deemed a Development per section 2 d of the Saskatchewan Environmental Assessment Act EAA by triggering one or more of the six criteria and be issued a formal Ministerial Determination to that effect The proponent will them develop a draft project specific Terms of Reference for review by the Environmental Assessment and Stewardship Branch EASB The work required for an EIA includes any delegated engagement and consultation in support of the province s Duty to Consult requirements along with site characterization and environmental baseline work
It is the responsibility of the proponent to fulfill all of the information requirements of the EAA and the project specific final Terms of Reference Once an EIA is submitted and the provincial internal reviews are finished the EASB compiles the comments and produces a technical review comments TRC document If there are deficiencies in the EIA the proponent will be required to address them before the TRC document and the final EIA are placed into public review Public review is generally for 30 or 60 days When the public comments period is complete the EASB will produce an EIA decision document for the Minister of Environment While there are three outcomes possible the likely outcome for a project that gets to this stage is approval of the EIA with conditions With approval of the EIA licensing and permitting can be completed
For mining in Saskatchewan a surface lease is required prior to work commencing on site The surface lease will generally cover all areas that are predicted to be disturbed plus a buffer zone and will accrue annual fees per hectare Surface leases are coordinated through the Ministry of Government Relations Northern Engagement Branch and the Ministry of Environment ENV Lands Branch and includes input from other government agencies where appropriate While negotiations can start early and in parallel with the provincial EIA process a precondition of the issuance of a surface lease is the successful outcome of the EIA process In Saskatchewan the EIA and licensing processes are sequential as the EIA process must be completed prior to the issuance of specific leases licenses and permits
While the EIA is in progress the proponent can work with the government to finalize the surface lease and licensing packages although approval of these cannot occur until there is a positive EIA outcome Provincially the licensing is through the ENV Environmental Protection Branch which largely provides a one window approach for mining project licensing on behalf of other branches and ministries There will be other ministries and permitting required related to health and safety labour employment and royalties Overall a number of permissions of one form or another are required to complete the project but when compared to the EIA process they are rarely material to the schedule or budget if organized properly Most ministries will indicate their interest and the need for any permits at the Technical Proposal and EIA review stages and those comments will come forward in the TRC
The federal Impact Assessment Act 2019 IAA and the need to produce an Impact Assessment IA can be triggered in two ways The first is by triggering one of the activity thresholds in the Physical Activities Regulations 2019 and the second is that the project can be designated by the federal Minister of Environment and Climate Change the Minister in response to a request to designate the project and a supporting recommendation from the Canadian Impact Assessment Agency CIAA Currently our proposed project does not trigger any thresholds in the Physical Activities Regulations As such there is no federal IA required for our projects
The CNSC and Saskatchewan ENV have historically worked closely together and the CNSC can participate in the provincial EIA process The regulators have demonstrated that they can cooperate in their review of projects despite the expiration of their cooperation agreement The CNSC can review and provide comments on any submission to EASB In addition the CNSC will act as a technical advisor and is a participant in the EIA review process however the provincial EIA decision is independent of the federal government s
The main federal licensing agency for the project the CNSC will conduct an environmental protection review EPR for the license application in accordance with their mandate under the NSCA to ensure the protection of the environment and the health of persons The CNSC follows the federal mandates with respect to Indigenous peoples and other initiatives such as climate change
Per the NSCA a project needs to initiate the licensing process have discussions with the agency and early discussions with the CNSC on the licensing process engagement and consultation expectations and the scope of the project s licensing are essential to advance the project in a timely manner While the option of sequentially doing the provincial EIA and the CNSC licensing is available to the proponent the CNSC suggests doing these two distinct processes in parallel to save time although they will need the results of the provincial EIA to support the EPR Effectively while the EIA process is proceeding the development and submission of the provincial and CNSC licensing packages can proceed in parallel As with Saskatchewan a positive environmental decision is required prior to the CNSC approving any licensing packages The CNSC s licensing and oversight processes are done on a cost recovery basis through the Cost Recovery Fees Regulations
In support of licensing proponents are required to develop management systems complete with policies systems programs procedures and monitoring commensurate with the proposed scope of activities To protect human health and the environment the CNSC focuses on their regulated areas of safety and control in their assessment of projects including areas of higher risk such as quality management occupational health and safety environmental protection radiation protection tailings management and safeguards and non proliferation to name a few The CNSC staff will present the findings on the safety and control areas to the CNSC as part of their licensing deliberations A licensing stage can take 26 months from the time the application is deemed sufficient to the written Commission license decision
There may be a need to engage with Fisheries and Oceans Canada under the Fisheries Act regarding treated effluent discharge or pump stations for fresh water Transport Canada authorization may be required if there are any works with a potential to impact navigation under the Canadian Navigable Waters Act or under the Canadian Aviation Regulations Water quality and the monitoring of biological effects will be governed by the Metal and Diamond Mining Effluent Regulations to the Fisheries Act in addition to any provincial requirements Other federal legislation of importance to a project will be compliance with the Species at Risk Act e g the need for a woodland caribou management plan and the Migratory Birds Convention Act It is not clear whether the proposed federal Policy on Biodiversity will have an impact on our projects but if enacted it could mean more bio physical offsets will be required for disturbed ground
As part of the environmental assessment process projects are required to develop conceptual decommissioning plans for inclusion in the EIA that detail the steps to be taken to decommission project facilities and reclaim the land at the end of project life For both levels of government and as part of licensing the conceptual plan is expanded into a more detailed Preliminary Decommissioning Plan PDP and a cost estimate for implementation is prepared from that the Preliminary Decommissioning Cost PDC The Company will then be required to provide some form of security or bond to cover the cost of carrying out the work detailed in the PDP The surety is designed to cover the unlikely situation whereby the proponent is unable to complete the decommissioning and reclamation and the government must step in to complete the work in a decommission tomorrow scenario While salvage of some materials is likely these cannot be considered in the PDC The plan and costs are periodically reviewed and updated and can be scaled to reflect the current state of a project As operations progress progressive decommissioning is encouraged as it lowers close out liabilities which in turn can reduce the amount of a surety bond and often reduces the cost of disturbed land lease fees
For a uranium mining and milling project once operations have stopped the first step is to conduct systematic surveys to determine the extent of contamination if any Contamination may be chemical or radiological Areas that can be decontaminated will be cleaned and re surveyed to ensure that the clean up criteria are met Material that cannot be decontaminated to release standards would be disposed of on site or at an approved off site disposal facility The remainder of the site will be decommissioned as the facilities are no longer required with the material salvaged for reuse recycling or disposal
In Saskatchewan reclaimed land can be returned to the Crown under The Reclaimed Industrial Sites Act and The Reclaimed Industrial Sites Regulations which establish an Institutional Control Program This program is implemented once a decommissioned site has been deemed to be reclaimed in a stable self sustaining and non polluting manner The property can then be transferred back to the province for monitoring and maintenance For this to happen the proponent pays a calculated sum into the Institutional Control Monitoring and Maintenance Fund and the Institutional Control Unforeseen Events Fund for long term monitoring of the property and maintenance if required In the unlikely event that the site does not behave as predicted the government can seek redress from the proponent if the costs exceed the funds available
For both the federal and provincial EIA and permitting licensing processes engagement and consultation are required with Indigenous groups Engagement in Saskatchewan consists of the Crown s Duty to Consult a legal requirement and interest based engagement which is essential to a project s social license Both levels of government the Crown have a Duty to Consult potentially impacted Indigenous groups i e First Nations Inuit and Métis groups on any decision within their purview with the potential to affect Aboriginal or Treaty Rights As the project progresses through the regulatory process several provincial and federal decisions will be made that must be informed by engagement and consultation results Implementation of the Duty to Consult is guided by a combination of provincial and federal regulatory requirements and guidance documents e g Section 35 The Constitution Act 1982
Although the Duty to Consult lies with the federal and provincial governments the procedural aspects of the Duty to Consult are largely delegated to the proponent to undertake This often results in the proponent entering into engagement agreements with some First Nations and Metis governments to do studies to identify potential impacts to rights Companies are expected to meet with each potentially affected community to discuss engagement plans and an appropriate budget for the communities to complete the necessary meetings and studies although the level of effort is generally commensurate with proximity to the project The engagement plan should include opportunities to inform communities of the nature of the proposed activities and potential impacts of a project and to discuss the proposed mitigation strategies The purpose is to receive feedback on current traditional land uses and potential impacts to Treaty and Aboriginal rights Companies are expected to work with the communities to determine the impacts of the projects and mitigation strategies Accommodation may be required if potential impacts cannot be avoided and this may take the form of an Impact benefit Agreement
The Resource Conservation and Recovery Act RCRA and comparable state statutes affect mineral exploration and production activities by imposing regulations on the generation transportation treatment storage disposal and cleanup of hazardous wastes and on the disposal of non hazardous wastes Under the auspices of the EPA the individual states administer some or all of the provisions of RCRA sometimes in conjunction with their own more stringent requirements
Our operations are subject to local state and federal regulations for the control of emissions of air pollution Major sources of air pollutants are subject to more stringent federally imposed permitting requirements Administrative enforcement actions for failure to comply strictly with air pollution regulations or permits are generally resolved by payment of monetary fines and correction of any identified deficiencies Alternatively regulatory agencies could require us to forego construction modification or operation of certain air emission sources In Texas the TCEQ issues an exemption for those processes that meet the criteria for low to zero emission by issuing a permit by rule Presently our Palangana Mine our Hobson Processing Facility and our Goliad Project all have permits by rule covering air emissions In Wyoming air permits are required for point source emissions of particulate UEC has an air quality permit for the calciner present at the Irigaray Central Processing Plant Typically air quality permits are not required for ISR mining operations as emissions are near zero
Water consumption at UEC s ISR mining projects is primarily natural groundwater During the recovery process water is pumped from the ore hosted aquifer and piped to the satellite facility The groundwater is filtered for solids stripped of uranium and then approximately 95 is reinjected or recirculated back into the same aquifer it was recovered from This recycling process is an overwhelming advantage of ISR mining compared to other methods such as conventional or open pit
The Clean Water Act CWA imposes restrictions and strict controls regarding the discharge of wastes including mineral processing wastes into waters of the U S a term broadly defined Permits must be obtained to discharge pollutants into federal waters The CWA provides for civil criminal and administrative penalties for unauthorized discharges of hazardous substances and other pollutants It imposes substantial potential liability for the costs of removal or remediation associated with discharges of oil or hazardous substances State laws governing discharges to water also provide varying civil criminal and administrative penalties and impose liabilities in the case of a discharge of petroleum or its derivatives or other hazardous substances into state waters In addition the EPA has promulgated regulations that may require us to obtain permits to discharge storm water runoff In Wyoming storm water permits for construction and operation of ISR wellfields and plants are required We have storm water permits for Christensen Ranch where wellfields are under construction Management believes that we are in substantial compliance with current applicable environmental laws and regulations
At UEC we are committed to conducting our business in a responsible and transparent manner We hold ourselves accountable for quality and detailed sustainability reporting to ensure our stakeholders have access to the information most important to them The Company s annual sustainability reports which can be found on the Company s website at www uraniumenergy com document the Company s efforts to manage key operational environmental and social risks
Mining is an essential industry to enable the global energy transition to net zero Uranium mining at the heart of UEC s business fuels nuclear energy which is an essential carbon free energy source Beyond this we understand that our operational activities do contribute to climate change through the release of emissions Therefore over the last several years we have developed a process to track and report on scope 1 2 and 3 emissions as well as identify and implement opportunities to reduce emissions where and when possible
Based on our emissions tracking and reporting the Company has developed emissions reduction pathways for its Texas and Wyoming ISR operations as well as conducted decarbonization studies related to the Roughrider mine design in Northern Saskatchewan In Fiscal 2025 the Company purchased Renewable Energy Credits to offset scope 2 emissions from purchased electricity Additionally the Company updated its climate risk assessment highlighting physical and transition risks and opportunities for the Company
Our operations are under strict health and safety regulations with the priority to keep individuals safe as they work The Company s Environmental Health and Safety Policy provides overall objectives and guidance for our health and safety management Supporting this policy at each site UEC has a number of operational policies and practices covering many aspects of health and safety including radiation safety and procedures spills and leakage reporting equipment training and emergency response procedures
We closely monitor the health and safety risks of our employees and contractors which include risks from day to day operation of equipment and exposure to uranium and radon Operational procedures and protocols are in place to address these risks and keep employees safe UEC workers are asked to follow procedures for identifying potential hazards assessing health and safety risks reporting risks and developing solutions to address them All injuries are recorded and reports are analyzed and tracked annually as required by our regulators
UEC s health and safety practices are developed to ensure that all regulatory requirements are met Given the nature of UEC s specialized industry the Company maintains site specific emergency procedures in place that identify the steps employees should take in the event of a health and safety emergency
The uranium industry is highly competitive and our competition includes larger more established companies with longer operating histories that not only explore for and produce uranium but also market uranium and other products on a regional national or worldwide basis Due to their greater financial and technical resources we may not be able to acquire additional uranium projects in a competitive bidding process involving such companies Additionally these larger companies have greater resources to continue with their operations during periods of depressed market conditions
As of July 31 2025 our employee population consisted of 171 individuals working for us and our consolidated subsidiaries 129 of whom were located in the U S 28 in Canada and 14 in Paraguay Our Company is committed to attracting and retaining talented and experienced individuals to manage and support our operations We engage in a variety of learning and development opportunities with our employees including ongoing training continuing education courses workshops and seminars and membership in professional organizations relating to employees projects areas of expertise We strive to fill employment openings through internal promotions or transfers of qualified employees as appropriate
The Company s website address is www uraniumenergy com and our annual reports on Form 10 K and quarterly reports on Form 10 Q and amendments to such reports are available free of charge on our website as soon as reasonably practicable after such materials are filed or furnished electronically with the SEC These same reports as well as our current reports on Form 8 K and amendments to those reports filed or furnished electronically with the SEC are available for review at the SEC s website at www sec gov Printed copies of the foregoing materials are available free of charge upon written request by email at info uraniumenergy com Additional information about the Company can be found on our website however such information is neither incorporated by reference nor included as part of this or any other report or information filed with or furnished to the SEC
We routinely post important information for investors on our website www uraniumenergy com in the Invest section We also may use our website as a means of disclosing material non public information and for complying with our disclosure obligations under Regulation FD Accordingly investors should monitor the Invest section of our website in addition to following our press releases SEC filings public conference calls presentations and webcasts The information contained on or that may be accessed through our website is not incorporated by reference into and is not a part of this Annual Report
In addition to the information contained in this Annual Report we have identified the following material risks and uncertainties which reflect our outlook and conditions known to us as of the date of this Annual Report These material risks and uncertainties should be carefully reviewed by our stockholders and any potential investors in evaluating the Company our business and the market value of our common stock Furthermore any one of these material risks and uncertainties has the potential to cause actual results performance achievements or events to be materially different from any future results performance achievements or events implied suggested or expressed by any forward looking statements made by us or by persons acting on our behalf Refer to Cautionary Note Regarding Forward Looking Statements
There is no assurance that we will be successful in preventing the material adverse effects that any one or more of the following material risks and uncertainties may cause on our business prospects financial condition and operating results which may result in a significant decrease in the market price of our common stock Furthermore there is no assurance that these material risks and uncertainties represent a complete list of the material risks and uncertainties facing us There may be additional risks and uncertainties of a material nature that as of the date of this Annual Report we are unaware of or that we consider immaterial that may become material in the future any one or more of which may result in a material adverse effect on us You could lose all or a significant portion of your investment due to any one of these material risks and uncertainties
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 acquiring additional mineral projects and continuing with our exploration pre extraction and extraction activities which include assaying drilling geological and geochemical analysis and mine construction costs 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 In the absence of such additional financing we would not be able to fund our operations or continue with our exploration pre extraction and extraction activities which may result in delays curtailment or abandonment of any one or all of our projects
We are primarily engaged in uranium mining and related activities including exploration pre extraction extraction and processing on projects primarily located in the U S and Canada In November 2010 we commenced uranium extraction for the first time at our Palangana Mine utilizing ISR methods and processed those materials at our Hobson Processing Facility into drums of U3O8 We also hold uranium projects in various stages of exploration and pre extraction in the States of Arizona New Mexico Texas and Wyoming in Canada and the Republic of Paraguay In August 2024 we restarted uranium extraction at our fully permitted and past producing Christensen Ranch Mine ISR operation in Wyoming We expect the ramp up phase will continue while new production areas are being constructed and completed in 2025 and 2026 In December 2024 we completed the Sweetwater Acquisition
We are currently in the ramp up phase of our uranium mining and processing operations at Christensen Ranch ISR operation in Wyoming and there is no assurance that we will achieve or sustain commercial extraction or profitability The ramp up stage of our operations involves significant technical operational and financial risks We may experience delays in commissioning equipment achieving nameplate capacity and optimizing our processing systems These challenges could result in lower than expected production volumes increased costs and extended timelines to reach steady state operations Our operations are also vulnerable to interruptions in the supply of critical inputs such as water electricity as well as potential equipment failures or shortages of spare parts These disruptions could lead to unplanned downtime and materially impact our operations
The economic viability of our mining activities including the expected duration and profitability of our ISR Mines and of any future satellite ISR mines such as our Burke Hollow located within the South Texas Uranium Belt our Christensen Ranch Mine Ludeman and Reno Creek Project located in the Powder River Basin Wyoming and our projects in the Athabasca Basin in Saskatchewan Canada have 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 mineral 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 Furthermore continued mining activities at our ISR Mines will eventually deplete the mines or cause such activities to become uneconomical and if we are unable to directly acquire or develop existing uranium projects into additional uranium mines from which we can commence uranium extraction it will negatively impact our ability to generate revenues Any one or more of these occurrences may adversely affect our financial condition and operating results
Exploration pre extraction and extraction programs and mining activities are inherently subject to numerous significant risks and uncertainties and actual results may differ significantly from expectations or anticipated amounts Furthermore exploration programs conducted on our projects may not result in the establishment of ore bodies that contain commercially recoverable uranium
Exploration pre extraction and extraction programs and mining activities are inherently subject to numerous significant risks and uncertainties with many beyond our control and including but not limited to i unanticipated ground and water conditions and adverse claims to water rights ii unusual or unexpected geological formations iii metallurgical and other processing problems iv the occurrence of unusual weather or operating conditions and other force majeure events v lower than expected ore grades vi industrial accidents vii delays in the receipt of or failure to receive necessary government permits viii delays in transportation ix availability of contractors and labor x government permit restrictions and regulation restrictions xi unavailability of materials and equipment and xii the failure of equipment or processes to operate in accordance with specifications or expectations These risks and uncertainties could result in i delays reductions or stoppages in our mining activities ii increased capital and or extraction costs iii damage to or destruction of our mineral projects extraction facilities or other properties iv personal injuries v environmental damage vi monetary losses and vii legal claims
Success in mineral exploration is dependent on many factors including without limitation the experience and capabilities of a company s management the availability of geological expertise and the availability of sufficient funds to conduct the exploration program Even if an exploration program is successful and commercially recoverable material is established it may take a number of years from the initial phases of drilling and identification of the mineralization until extraction is possible during which time the economic feasibility of extraction may change such that the material ceases to be economically recoverable Exploration is frequently non productive due for example to poor exploration results or the inability to establish ore bodies that contain commercially recoverable material in which case the project may be abandoned and written off Furthermore we will not be able to benefit from our exploration efforts and recover the expenditures that we incur on our exploration programs if we do not establish ore bodies that contain commercially recoverable material and develop these projects into profitable mining activities and there is no assurance that we will be successful in doing so for any of our projects
Whether an ore body contains commercially recoverable material depends on many factors including without limitation i the particular attributes including material changes to those attributes of the ore body such as size grade recovery rates and proximity to infrastructure ii the market price of uranium which may be volatile and iii government regulations and regulatory requirements including without limitation those relating to environmental protection permitting and land use taxes land tenure and transportation
We have not established proven or probable reserves through the completion of a final or bankable feasibility study for any of our projects including our ISR Mines Furthermore we currently have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing ISR mining such as our ISR Mines Since we commenced extraction of mineralized materials from our ISR Mines without having established proven or probable reserves it may result in our mining activities at our ISR Mines and at any future projects for which proven or probable reserves are not established being inherently riskier than other mining activities for which proven or probable reserves have been established
We have established the existence of mineral resources for certain of our projects including our ISR Mines We have not established proven or probable reserves as defined by the SEC through the completion of a final or bankable feasibility study for any of our projects including our ISR Mines Furthermore we have no present plans to establish proven or probable reserves for any of our projects for which we plan on utilizing ISR mining Since we commenced the extraction of mineralized materials at our ISR Mines without having established proven or probable reserves there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated Any mineralized materials established or extracted from our ISR Mines should not in any way be associated with having established or produced from proven or probable reserves
We have not established proven or probable reserves through the completion of a final or bankable feasibility study for any of the mineral projects we operate We have established the existence of mineral resources for certain uranium projects including our ISR Mines Since we commenced uranium extraction at our ISR Mines without having established proven or probable reserves there may be greater inherent uncertainty as to whether or not any mineral resources can be economically extracted as originally planned and anticipated
We may from time to time prepare estimates of future uranium extraction and recovery or increases in uranium extraction and recovery for particular operations or relating to our ability to increase uranium extraction and recovery in response to increases in commodity prices as market conditions warrant or otherwise No assurance can be given that any such extraction and recovery estimates will be achieved nor can assurance be given that extraction or recovery increases will be achieved in a cost effective or timely manner Failure to achieve extraction and recovery estimates or failure to achieve extraction and recovery in a cost effective or timely manner could have an adverse impact on our future cash flows earnings results of operations and financial condition These estimates are based on among other things the following factors the accuracy of mineral resource estimates the accuracy of assumptions regarding ground conditions and physical characteristics of mineralized materials such as hardness and presence or absence of particular metallurgical characteristics the accuracy of estimated rates and costs of extraction recovery and processing assumptions as to future commodity prices assumptions relating to changes in laws regulations or policies or lack thereof that could impact the cost and time required to obtain regulatory approvals licenses and permits assumptions relating to obtaining required licenses and permits in a timely manner including the time required to satisfy environmental analyses consultations and public input processes assumptions relating to challenges to or delays in the licensing and permitting process and assumptions regarding any appeals or lack thereof or injunctions or lack thereof relating to any approvals licenses or permits
Our actual uranium extraction and recovery may vary from estimates for a variety of reasons including among others actual mineralized material extracted mined or recovered varying from estimates of grade tonnage dilution metallurgical and other characteristics short term operating factors relating to the mineral resources such as the need for sequential construction or development of mineralized materials or deposits and the processing of new or different mineral grades risk and hazards associated with extraction mining and recovery natural phenomena such as inclement weather conditions underground floods earthquakes pit wall failures and cave ins unexpected labor shortages or strikes varying conditions in the commodities markets and delays in obtaining or denial challenges or appeals of regulatory approvals licenses and permits or renewals of existing approvals licenses or permits
Mineral resources are statistical estimates of mineral content pursuant to S K 1300 based on limited information acquired in large part through drilling and other sampling techniques and require judgmental interpretations of geology Successful extraction requires safe and efficient mining and processing Our mineral resources are estimates and no assurance can be given that the estimated mineral resources are accurate or that the indicated levels of uranium will be produced economically or otherwise Actual mineralization or formations may be different than predicted Further it may be many years from the initial phase of drilling before extraction is possible and during that time the economic feasibility of exploiting a discovery may change
Mineral resource estimates for properties that have not commenced extraction are based in many instances on limited and widely spaced drill hole information which is not necessarily indicative of the conditions between and around drill holes Accordingly such mineral resource estimates may require revision as more drilling information becomes available as actual extraction experience is gained and as methods and technologies develop further
Since we are an exploration stage issuer pre production expenditures including those related to pre extraction activities are expensed as incurred the effects of which may result in our consolidated financial statements not being directly comparable to the financial statements of companies that are a production stage issuer
Despite the fact that we commenced uranium extraction at our ISR Mines we remain an Exploration Stage Issuer as defined by the SEC in Item 1300 of Regulation S K and will continue to remain an Exploration Stage Issuer until such time as proven or probable reserves have been established which may never occur We prepare our consolidated financial statements in accordance with U S GAAP under which acquisition costs of mineral rights are initially capitalized as incurred while pre production expenditures are expensed as incurred until such time as we are no longer an Exploration Stage Issuer Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre extraction activities are expensed as incurred until such time as proven or probable reserves are established for that uranium project after which subsequent expenditures relating to mine development activities for that particular project are capitalized as incurred
We have neither established nor have any present plans to establish proven or probable reserves for our uranium projects for which we plan on utilizing ISR mining Companies that are a Production Stage Issuer as defined by the SEC in Item 1300 of Regulation S K have established proven and probable reserves and are an Exploration Stage Issuer 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 inventory and as that inventory is sold to cost of goods sold As we are an Exploration Stage Issuer such has resulted in us reporting larger losses than if we had been a Production Stage Issuer due to the expensing instead of capitalization of expenditures relating to ongoing processing facility and mine pre extraction activities Additionally there would be no corresponding amortization allocated to our future reporting periods since those costs would have been expensed previously resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we would have been a Production Stage Issuer 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 that are a Production Stage Issuer
Our properties do not contain mineral reserves as defined under S K 1300 Until mineral reserves or mineral resources are mined and processed the quantity of mineral resources and grades must be considered as estimates only and may be inaccurate We have not established proven or probable reserves as defined under S K 1300 through the completion of a feasibility study for any of our uranium projects Furthermore we currently have no plans to establish proven or probable reserves for any of our uranium projects for which we utilize ISR methods such as the Palangana Mine and Christensen Ranch Mine As a result and despite the fact that we have previously produced U3O8 at the Palangana Mine and resumed production at Christensen Ranch Mine in August 2024 there is increased uncertainty and risk that may result in economic and technical failure which may adversely impact our future profitability
There are numerous uncertainties inherent in estimating quantities of mineral resources including many factors beyond our control and no assurance can be given that the recovery of mineral resources will be realized In general estimates of mineral resources are based upon several factors and assumptions made as of the date on which the estimates were determined including i geological and engineering estimates that have inherent uncertainties and the assumed effects of regulation by governmental agencies ii the judgment of the geologists engineers and other professionals preparing the estimate iii estimates of future uranium prices and operating costs iv the quality and quantity of available data and the interpretation of that data and v the accuracy of various mandated economic assumptions all of which may vary considerably from actual results
All estimates are to some degree uncertain with in situ recovery this is due in part to limited sampling information collected prior to mining For these reasons estimates of the recoverable mineral resources prepared by different professionals or by the same professionals at different times may vary substantially As such there is significant uncertainty in any mineral resource estimate and actual deposits encountered and the economic viability of a deposit may differ materially from our estimates
We are responsible for certain remediation and decommissioning activities in the future primarily for our processing facilities and uranium projects and have recorded a liability of 39 06 million on our balance sheet at July 31 2025 to recognize the present value of the estimated costs of such reclamation obligations Should the actual costs to fulfill these future reclamation obligations materially exceed these estimated costs it may have an adverse effect on our financial condition and operating results including not having the financial resources required to fulfill such obligations when required to do so
As at July 31 2025 the total estimated reclamation costs for all of our projects was 88 67 million We have secured 59 22 million of surety bonds as an alternate source of financial assurance for the estimated costs of the reclamation obligations of which 9 21 million is funded and held as restricted cash for collateral purposes as required by the surety We may be required at any time to fund the remaining 50 01 million or any portion thereof for a number of reasons including but not limited to the following i the terms of the surety bonds are amended such as an increase in collateral requirements ii we are in default with the terms of the surety bonds iii the surety bonds are no longer acceptable as an alternate source of financial assurance by the regulatory authorities or iv the surety encounters financial difficulties Should any one or more of these events occur in the future we may not have the financial resources to fund the remaining amount or any portion thereof when required to do so
To date we have and may from time to time acquire additional drummed uranium under our Physical Uranium Program Typically we utilize cash on hand including the proceeds from financings to fund such acquisitions This strategy will be subject to a number of risks and there is no assurance that the strategy will be successful Future deliveries are subject to performance by other parties and there is a possibility of default by those parties thus depriving us of potential benefits The value of our uranium holdings and our ability to sell them at profitable levels in the future may be negatively impacted if uranium prices decline and is subject to commodity price risk generally
Due to the fluctuation of uranium prices and depending on the price at which we sell any drummed uranium under our Physical Uranium Program we will be subject to losses should we ultimately determine to sell the uranium at prices lower than the acquisition cost The primary risks associated with physical uranium will be the normal risks associated with supply and demand fundamentals affecting price movements We may be required to sell a portion or all of the physical uranium accumulated to fund our operations should other forms of financing not be available to meet our capital requirements
There is no public market for the sale of uranium although there are several trading and brokerage houses that serve the industry with bid and ask data as well as locations and quantities The uranium futures market on the New York Mercantile Exchange does not provide for physical delivery of uranium only cash on settlement and that trading forum does not offer a formal market but rather facilitates the introduction of buyers to sellers
The pool of potential purchasers and sellers is limited and each transaction may require the negotiation of specific provisions Accordingly a sale may take several weeks or months to complete If we determine to sell any physical uranium that we have acquired we may likewise experience difficulties in finding purchasers that are able to accept a material quantity of physical uranium at a price and at a location that is compatible with our interests The inability to sell uranium on a timely basis in sufficient quantities and at a desired price and location could have a material adverse effect on our securities
Storage arrangements including the extension of storage arrangements along with credit and operational risks of uranium storage facilities may result in the loss or damage of our physical uranium which may not be covered by insurance or indemnity provisions and could have a material adverse effect on our financial condition
Currently the uranium we purchase is or will be stored at the licensed uranium conversion facilities at ConverDyn located in Metropolis Illinois owned by Honeywell and at Cameco Corporation s facilities located in Ontario Canada There can be no assurance that storage arrangements that have been negotiated will be extended indefinitely forcing actions or costs not currently contemplated Failure to negotiate commercially reasonable storage terms for a subsequent storage period with ConverDyn and Cameco may have a material adverse effect on our financial condition
By holding our uranium inventory at the ConverDyn and Cameco conversion facilities we are exposed to the credit and operational risks of the facility There is no guarantee that we can fully recover all of our investment in uranium held with the facility in the event of a disruptive event Failure to recover all uranium holdings could have a material adverse effect on our financial condition Any loss or damage of the uranium may not be fully covered or absolved by contractual arrangements with ConverDyn or Cameco and we may be financially and legally responsible for losses and or damages not covered by indemnity provisions or insurance Such responsibility could have a material adverse effect on our financial condition
The international uranium industry including the supply of uranium concentrates is relatively small competitive and heavily regulated Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry which is also subject to extensive government regulation and policies In addition the international marketing and trade of uranium is subject to political changes in governmental policies regulatory requirements and international trade restrictions including trade agreements customs duties and or taxes International agreements governmental policies and trade restrictions are beyond our control Changes in regulatory requirements customs duties or taxes may affect the availability of uranium which could have a material adverse effect on our business and financial condition
In general where coverage is available and not prohibitively expensive relative to the perceived risk we will maintain insurance against such risk subject to exclusions and limitations We currently maintain insurance against certain risks including securities and general commercial liability claims and certain physical assets used in our operations subject to exclusions and limitations however we do not maintain insurance to cover all of the potential risks and hazards associated with our operations We may be subject to liability for environmental pollution or other hazards associated with our exploration pre extraction and extraction activities which we may not be insured against which may exceed the limits of our insurance coverage or which we may elect not to insure against because of high premiums or other reasons Furthermore we cannot provide assurance that any insurance coverage we currently have will continue to be available at reasonable premiums or that such insurance will adequately cover any resulting liability
From time to time we examine opportunities to acquire additional mining assets and businesses Any acquisition that we may choose to complete may be of a significant size may change the scale of our business and operations and may expose us to new geographic political operating financial and geological risks Our success in our acquisition activities depends on our ability to identify suitable acquisition candidates negotiate acceptable terms for any such acquisition and integrate the acquired operations successfully with those of our Company Any acquisitions would be accompanied by risks which could have a material adverse effect on our business For example i there may be a significant change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio ii a material ore body may prove to be below expectations iii we may have difficulty integrating and assimilating the operations and personnel of any acquired companies realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise and maintaining uniform standards policies and controls across the organization iv the integration of the acquired business or assets may disrupt our ongoing business and our relationships with employees customers suppliers and contractors and v the acquired business or assets may have unknown liabilities which may be significant In the event that we choose to raise debt capital to finance any such acquisition our leverage will be increased If we choose to use equity as consideration for such acquisition existing shareholders may suffer dilution Alternatively we may choose to finance any such acquisition with our existing resources There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions
Our exploration and mining activities are dependent upon the grant of appropriate rights authorizations licences permits and consents as well as continuation and amendment of these rights authorizations licences permits and consents already granted which may be granted for a defined period of time or may not be granted or may be withdrawn or made subject to limitations There can be no assurance that all necessary rights authorizations licences permits and consents will be granted to us or that authorizations licences permits and consents already granted will not be withdrawn or made subject to limitations
The marketability of uranium concentrates extracted by us will be affected by numerous factors beyond our control These factors include i macroeconomic factors ii fluctuations in the market price of uranium iii governmental regulations iv land tenure and use v regulations concerning the importing and exporting of uranium and vi environmental protection regulations The future effects of these factors cannot be accurately predicted but any one or a combination of these factors may result in our inability to receive an adequate return on our invested capital
Operations in foreign jurisdictions outside of the U S including Canada and the Republic of Paraguay may be subject to additional risks as they may have different political regulatory taxation economic and cultural environments that may adversely affect the value or continued viability of our rights These additional risks include but are not limited to i changes in governments or senior government officials ii changes to existing laws or policies on foreign investments environmental protection mining and ownership of mineral interests iii renegotiation cancellation expropriation and nationalization of existing permits or contracts iv foreign currency controls and fluctuations and v civil disturbances terrorism and war In the event of a dispute arising at our foreign operations we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of the courts in the U S We may also be hindered or prevented from enforcing our rights with respect to a government entity or instrumentality because of the doctrine of sovereign immunity Any adverse or arbitrary decision of a foreign court may have a material and adverse impact on our business prospects financial condition and results of operations
Although we have taken reasonable measures to ensure proper title to our interests in mineral properties and other assets there is no guarantee that the title to any of such interests will not be challenged No assurance can be given that we will be able to secure the grant or the renewal of existing mineral rights and tenures on terms satisfactory to us or that governments in the jurisdictions in which we operate will not revoke or significantly alter such rights or tenures or that such rights or tenures will not be challenged or impugned by third parties including local governments counterparties and joint venture partners aboriginal peoples or other claimants See also Item 3 Legal Proceedings herein
Due to the nature of our business we may be subject to numerous regulatory investigations securities claims civil claims lawsuits and other proceedings in the ordinary course of our business including those described under Item 3 Legal Proceedings herein The outcome of these lawsuits is uncertain and subject to inherent uncertainties and the actual costs to be incurred will depend upon many unknown factors We may be forced to expend significant resources in the defense of these suits and we may not prevail Defending against these and other lawsuits in the future may not only require us to incur significant legal fees and expenses but may become time consuming for us and detract from our ability to fully focus our internal resources on our business activities The results of any legal proceeding cannot be predicted with certainty due to the uncertainty inherent in litigation the difficulty of predicting decisions of regulators judges and juries and the possibility that decisions may be reversed on appeal There can be no assurances that these matters will not have a material adverse effect on our business financial position or operating results
Our success is dependent on the efforts abilities and continued service of certain senior officers and key employees and consultants A number of our key employees and consultants have significant experience in the uranium industry A loss of service from any one of these individuals may adversely affect our operations and we may have difficulty or may not be able to locate and hire a suitable replacement
The majority of our directors and officers are involved in other business ventures including similar capacities with other private or publicly traded companies Such individuals may have significant responsibilities to these other business ventures including consulting relationships which may require significant amounts of their available time Conflicts of interest may include decisions on how much time to devote to our business affairs and what business opportunities should be presented to us Our Code of Conduct and Ethics provides for guidance on conflicts of interest
The laws of the State of Nevada provide that our directors and officers will not be liable to our Company or to our stockholders for monetary damages for all but certain types of conduct as directors and officers Our Articles of Incorporation and Bylaws provide for broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law These indemnification provisions may require us to use our limited assets to defend our directors and officers against claims and may have the effect of preventing stockholders from recovering damages against our directors and officers caused by their negligence poor judgment or other circumstances
Several of our directors and officers are nationals and or residents of countries other than the United States and all or a substantial portion of such persons assets are located outside of the United States As a result it may be difficult for investors to effect service of process on such directors and officers or enforce within the United States any judgments obtained against such directors and officers including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof Consequently stockholders may be effectively prevented from pursuing remedies against such directors and officers under United States federal securities laws In addition stockholders may not be able to commence an action in a Canadian court predicated upon the civil liability provisions under United States federal securities laws The foregoing risks also apply to those experts identified in this Annual Report that are not residents of the United States
Management s evaluation on the effectiveness of disclosure controls and procedures is designed to ensure that information required for disclosure in our public filings is recorded processed summarized and reported on a timely basis to our senior management as appropriate to allow timely decisions regarding required disclosure Management s report on internal control over financial reporting is designed to provide reasonable assurance that transactions are properly authorized assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported However any system of controls no matter how well designed and operated is based in part upon certain assumptions designed to obtain reasonable and not absolute assurance as to its reliability and effectiveness Any failure to maintain effective disclosure controls and procedures in the future may result in our inability to continue meeting our reporting obligations in a timely manner qualified audit opinions or restatements of our financial reports any one of which may affect the market price for our common stock and our ability to access the capital markets
Changes to U S tax laws which changes may have retroactive application could adversely affect the Company or holders of shares of our common stock In recent years many changes to U S federal income tax laws have been proposed and made and additional changes to U S federal income tax laws are likely to continue to occur in the future
Reliable roads bridges power sources and water supply are important determinants affecting capital and operating costs We consider the existing infrastructure to be adequate to support our proposed operations and activities However unusual or infrequent weather phenomena including drought flooding sabotage government and or other interference in the maintenance or provision of such infrastructure could adversely affect our operations and activities financial condition and results of operations
Changes in tariffs duties and other trade policies may impact the demand for uranium and the costs of products we require to operate and develop our projects On February 1 2025 President Trump signed executive orders directing the U S to impose tariffs on goods originating from Canada Mexico and China In the case of Canadian goods these measures took effect on March 4 2025 and include an additional 25 tariff on goods originating from Canada except for Canadian energy products which include critical minerals such as uranium that are subject to a lower rate of 10 These tariffs took effect in March 2025 with tariffs on certain goods of Mexican origin delayed until April 2 2025 On March 4 2025 Canada also announced additional 25 tariffs against certain goods of U S origin including uranium On August 1 2025 U S increased tariffs on Canadian goods not covered by United States Mexico Canada Agreement from 25 to 35 and imposed a 50 tariff on all imports of semi finished copper products On August 22 2025 Canada announced it will lift its retaliatory tariffs on U S goods that fall under free trade rules on September 1 2025 On September 8 2025 the U S officially removed import tariffs on uranium as part of a broader executive order aimed at strengthening domestic supply chains and supporting strategic industries These developments are ongoing and are subject to change including the imposition of additional tariffs and retaliatory measures by these and other countries Depending on their extent scope and duration these tariffs and retaliatory measures may result in increased costs for any equipment and other goods we require to operate and develop our projects in accordance with our current plans At the same time it is possible that these tariffs and other measures may benefit certain aspects of our business including by increasing demand for uranium produced in the U S Although discussions continue regarding potential economic arrangements between these countries there remains significant uncertainty over the scope impact and duration of any tariffs and retaliatory measures and they may among other things adversely impact general economic conditions including the market and demand for uranium and our business financial condition and results of operations
In addition the U S government continues to impose a ban on the import of low enriched uranium from Russia If the United States Government reduces or rescinds any sanctions or restrictive measures that currently limit U S imports of uranium from other countries such modification could adversely affect the market for uranium of U S origin and could have a material adverse impact on our business financial condition and results of operations
As more fully described under Liquidity and Capital Resources of Item 7 Management s Discussion and Analysis of Financial Condition and Result of Operations herein we have a history of significant negative cash flow and net losses 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 Although we generated revenues from sales of U3O8 we extracted during Fiscal 2015 Fiscal 2013 and Fiscal 2012 of 3 1 million 9 0 million and 13 8 million respectively and generated revenues from sales of purchased uranium inventory and toll processing services totaling 164 4 million during Fiscal 2023 and sales of purchased uranium inventory of 66 84 million during Fiscal 2025 we have yet to achieve consistent profitability or develop consistent positive cash flow from our operations and we do not expect to achieve consistent profitability or develop consistent positive cash flow from operations in the near term
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 electrical 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 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
UR C s advancement of its plan to pursue the development of a uranium refining and conversion facility is contingent on several factors including completion and assessment of additional engineering and economic studies securing strategic government commitments utility contracts regulatory approvals and favorable market conditions As the project is at the early stage there are uncertainties regarding its potential benefits U S government engagement and support for the project and capital requirement for the project
The development of mineral properties is affected by many factors including but not limited to the cost of operations variations in the grade of mineralized material fluctuations in the minerals markets costs of extraction and processing equipment availability of equipment and labor labor costs and possible labor strikes government regulations including without limitation regulations relating to taxes royalties allowable extraction or production and importing and exporting of minerals government actions including without limitation the establishment or expansion of mineral withdrawals parks and monuments land exchanges foreign exchange employment worker safety transportation and environmental protection
The exploration construction development operation and other activities associated with mineral projects along with the expansion of existing recovery operations and mining activities and restarting of projects involve significant risks including financial technical and regulatory risks The development or advancement of any of the exploration properties in which we have an interest is contingent upon obtaining satisfactory exploration results project permitting and licensing and financing The exploration construction development operation and other activities associated with mineral projects involves significant financial risks over an extended period of time which even a combination of careful evaluation experience and knowledge may not eliminate While discovery of a mine or other facility may result in substantial value few properties that are staked and explored are ultimately developed into producing mines or extraction or recovery facilities Major expenses may be required to establish mineral resources and mineral reserves by drilling and to finance permit license and construct extraction mining recovery and processing facilities It is very difficult to ensure that the current or proposed exploration permitting construction and development programs on our mineral properties will result in profitable commercial extraction mining or recovery operations
Whether a mineral deposit will be commercially viable depends on a number of factors which include among other things the accuracy of mineral resource estimates the particular attributes of the deposit such as its size geology grade and accessibility the ability to economically recover commercial quantities of the minerals proximity to necessary infrastructure and availability of personnel financing costs governmental regulations including regulations relating to prices taxes reclamation bonds and royalties the potential for litigation land use importing and exporting and environmental and cultural protection including but not limited to the governmental establishment of mineral withdrawals parks and monuments and land exchanges The construction development expansion and restarting of projects are also subject to the successful completion of engineering studies with adequate results to proceed the issuance of necessary governmental licenses and permits the availability of adequate financing engineering and construction timetables and capital costs being correctly estimated for our projects including restarting projects on standby and such construction timetables and capital costs not being affected by unforeseen circumstances including but not limited to delays due to litigation injunctions The effect of these factors cannot be accurately predicted but the combination of these factors along with others may result in our not receiving an adequate return on invested capital
It is possible that actual costs and economic returns of current and new extraction mining or recovery operations may differ materially from our best estimates It is not unusual in the mining industry for new mining operations and facilities to experience unexpected problems during the start up phase to take much longer than originally anticipated to bring them into a recovery or producing phase to require more capital than anticipated to operate at a higher cost than expected and or to have reclamation liabilities that are higher than expected
The nuclear incident that occurred in Fukushima Japan on March 11 2011 had significant and adverse effects on both the nuclear and uranium industries If another nuclear incident were to occur it may have further adverse effects for both industries Public opinion of nuclear power as a source of electrical generation may be adversely affected which may cause governments of certain countries to further increase regulation for the nuclear industry reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion Any one of these occurrences has the potential to reduce current and or future demand for nuclear power resulting in lower demand for uranium and lower market prices for uranium adversely affecting the operations and prospects of our Company Furthermore the growth of the nuclear and uranium industries is dependent on continuing and growing public support of nuclear power as a viable source of electrical generation
Nuclear energy competes with other sources of energy including oil natural gas coal and hydroelectricity These other energy sources are to some extent interchangeable with nuclear energy particularly over the longer term Technical advancements in and government subsidies for renewable and other alternate forms of energy such as wind and solar power could make these forms of energy more commercially viable and put additional pressure on the demand for uranium concentrates Sustained lower prices of alternate forms of energy may result in lower demand for uranium concentrates
Market projections for future demand for uranium are based on various assumptions regarding the rate of construction and approval of new nuclear power plants as well as continued public acceptance of nuclear energy around the world The rationale for adopting nuclear energy can be varied but often includes the clean and environmentally friendly operation of nuclear power plants as well as the affordability and round the clock reliability of nuclear power A change in public sentiment regarding nuclear energy could have a material impact on the number of nuclear power plants under construction planned or proposed which could have a material impact on the market s and the Company s expectations for the future demand for uranium and the future price of uranium
The Russia Ukraine war has highlighted to many global policymakers the significant geopolitical risk associated with an over reliance on sources of energy from politically unstable jurisdictions In many cases this has resulted in increased calls for a renewed focus on energy independence to which many nations have identified nuclear power as a potentially critical energy alternative that can both improve energy sovereignty and support the achievement of carbon emission reduction climate goals
The uranium industry is subject to numerous stringent laws regulations and standards including environmental protection laws and regulations If any changes occur that would make these laws regulations and standards more stringent it may require capital outlays in excess of those anticipated or cause substantial delays which would have a material adverse effect on our operations
Uranium exploration pre extraction and extraction programs and mining activities are subject to numerous stringent laws regulations and standards at the federal state and local levels governing permitting pre extraction extraction exports taxes labor standards occupational health waste disposal protection and reclamation of the environment protection of endangered and protected species mine safety hazardous substances and other matters Our compliance with these requirements requires significant financial and personnel resources
The laws regulations policies or current administrative practices of any government body organization or regulatory agency in the U S or any other applicable jurisdiction may change or be applied or interpreted in a manner which may also have a material adverse effect on our operations The actions policies or regulations or changes thereto of any government body or regulatory agency or special interest group may also have a material adverse effect on our operations
Uranium exploration pre extraction and extraction programs and mining activities are subject to stringent environmental protection laws and regulations at the federal state and local levels These laws and regulations include permitting and reclamation requirements regulate emissions water storage and discharges and disposal of hazardous wastes Uranium mining activities are also subject to laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods Various permits from governmental and regulatory bodies are required for mining to commence or continue and no assurance can be provided that required permits will be received in a timely manner
Our compliance costs including the posting of surety bonds associated with environmental protection laws and regulations and health and safety standards have been significant to date and are expected to increase in scale and scope as we expand our operations in the future Furthermore environmental protection laws and regulations may become more stringent in the future and compliance with such changes may require capital outlays in excess of those anticipated or cause substantial delays which would have a material adverse effect on our operations
While the very heart of our business uranium extraction which is the fuel for carbon free emission free baseload nuclear power helps address global climate change and reduces air pollution the world s focus on addressing climate change will require the Company to continue to conduct all of its operations in a manner that minimizes the use of resources including enhancing energy efficiency and reducing our reliance on fossil fuels in order to continue to minimize air emissions at our facilities which can also increase mine and facility construction development and operating costs Regulatory and environmental standards may also change over time to address global climate change which could further increase these costs
To the best of our knowledge our operations are in compliance in all material respects with all applicable laws regulations and standards If we become subject to liability for any violations we may not be able or may elect not to insure against such risk due to high insurance premiums or other reasons Where coverage is available and not prohibitively expensive relative to the perceived risk we will maintain insurance against such risk subject to exclusions and limitations However we cannot provide any assurance that such insurance will continue to be available at reasonable premiums or that such insurance will be adequate to cover any resulting liability
The international uranium industry including the supply of uranium concentrates is relatively small competitive and heavily regulated Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry which is also subject to extensive government regulation and policies In addition the international marketing and trade of uranium is subject to political changes in governmental policies regulatory requirements and international trade restrictions including trade agreements customs duties and or taxes International agreements governmental policies and trade restrictions are beyond our control Changes in regulatory requirements customs duties or taxes may affect the availability of uranium which could have a material adverse effect on our business and financial condition
The uranium industry is highly competitive and our competition includes larger more established companies with longer operating histories that not only explore for and produce uranium but also market uranium and other products on a regional national or worldwide basis Due to their greater financial and technical resources we may not be able to acquire additional uranium projects in a competitive bidding process involving such companies Additionally these larger companies have greater resources to continue with their operations during periods of depressed market conditions
The global markets have experienced significant and increased volatility in the past and have been impacted by the effects of mass sub prime mortgage defaults and liquidity problems of the asset backed commercial paper market resulting in a number of large financial institutions requiring government bailouts or filing for bankruptcy The effects of these past events and any similar events in the future may continue to or further affect the global markets which may directly affect the market price of our common stock and our accessibility for additional financing Although this volatility may be unrelated to specific company performance it can have an adverse effect on the market price of our shares which historically has fluctuated significantly and may continue to do so in the future
In addition to the volatility associated with general economic trends and market conditions the market price of our common stock could decline significantly due to the impact of any one or more events including but not limited to the following i volatility in the uranium market ii occurrence of a major nuclear incident such as the events in Japan in March 2011 iii changes in the outlook for the nuclear power and uranium industries iv failure to meet market expectations on our exploration pre extraction or extraction activities including abandonment of key uranium projects v sales of a large number of our shares held by certain stockholders including institutions and insiders vi downward revisions to previous estimates on us by analysts vii removal from market indices viii legal claims brought forth against us and ix introduction of technological innovations by competitors or in competing technologies
Historically we have relied on equity financing and more recently on debt financing as primary sources of financing A prolonged decline in the market price of our common stock or a reduction in our accessibility to the global markets may result in our inability to secure additional financing which would have an adverse effect on our operations
We are authorized to issue 750 000 000 shares of common stock of which 454 015 855 shares were issued and outstanding as of July 31 2025 Future issuances for financings mergers and acquisitions exercise of stock options and share purchase warrants and for other reasons may result in significant dilution to and be issued at prices substantially below the price paid for our shares held by our existing stockholders Significant dilution would reduce the proportionate ownership and voting power held by our existing stockholders and may result in a decrease in the market price of our shares
Our common stock is currently listed on the NYSE American In order to maintain this listing we must maintain certain share prices financial and share distribution targets including maintaining a minimum amount of shareholders equity and a minimum number of public shareholders In addition to these objective standards the NYSE American may delist the securities of any issuer i if in its opinion the issuer s financial condition and or operating results appear unsatisfactory ii if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable iii if the issuer sells or disposes of principal operating assets or ceases to be an operating company iv if an issuer fails to comply with the NYSE American s listing requirements v if an issuer s common stock sells at what the NYSE American considers a low selling price and the issuer fails to correct this via a reverse split of shares after notification by the NYSE American or vi if any other event occurs or any condition exists which makes continued listing on the NYSE American in its opinion inadvisable
If the NYSE American delists our common stock investors may face material adverse consequences including but not limited to a lack of trading market for our securities reduced liquidity decreased analyst coverage of our securities and an inability for us to obtain additional financing to fund our operations
Globally organizations are encountering cybersecurity incidents with growing frequency and the nature of these threats is becoming more sophisticated and constantly changing We recognize the importance of developing implementing and maintaining strong cybersecurity policies and processes to protect our information systems and the confidentiality integrity and accessibility and availability of our data
We have developed and maintained policies procedures and controls that seek to mitigate material risks from cybersecurity threats and assess and disclose information to investors concerning material cybersecurity incidents Further we have strategically integrated cybersecurity risk management into our broader risk management framework to promote awareness and attention to cybersecurity risk management Company wide These risks are evaluated on an ongoing basis as part of our overall risk management strategy that is generally overseen by our Audit Committee The lead information technology IT manager the IT Manager of the Company evaluates the effectiveness of the data and information systems which is to protect the data and information systems from security threats The evaluation stratifies IT systems based on the risk and severity of potential security breaches related to the data handled and assesses the effectiveness of the systems in safeguarding against cyber threats The evaluation includes attributes such as physical security network security host security application security and data security Our Security Operations Center continuously monitors for security events and threats responding and escalating when appropriate
We have engaged third parties that supply IT services or have access to our systems or data to adhere to our security policies These third parties provide detailed information on their established security controls via our risk assessment process Specific certification may be required of critical third party IT service providers
Our Board of Directors recognizes the importance of information security and mitigating cybersecurity and other data security threats and risks as part of our efforts to protect and maintain the confidentiality and security of our employees service providers consultants and business associates as well as non public information about our Company Although our Board of Directors has ultimate responsibility with respect to risk management oversight the Audit Committee of our Board of Directors is charged with and bears primary responsibility for among other matters overseeing risks specific to the identification and mitigation of cybersecurity risks
The IT Manager plays a pivotal role in informing the Audit Committee on cybersecurity risks Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material Management delivers updates to the Audit Committee annually or more frequently as needed in response to specific incidents or emerging threats These briefings encompass a broad range of topics including
All of our employees consultants and contractors are encouraged to exercise professional judgement in using computing devices and network resources connected to the information technology network and infrastructure and are strictly prohibited from certain acts enumerated in our cybersecurity policy including among other things access for non business purposes disabling our security features and requirement exporting information or technologies without consent and password sharing Violations or breaches of our cybersecurity policy or the associated schedules standards or guidelines may result in suspension and or discipline up to and including termination in addition to administrative sanctions or legal actions
We are engaged in conventional and ISR uranium extraction and recovery along with the exploration permitting and evaluation of uranium properties in the United States Canada and the Republic of Paraguay We currently have three hub and spoke platforms in South Texas and Wyoming with a combined licensed production capacity of approximately 12 1 million pounds U3O8 per year These production platforms are anchored by licensed CPPs and are served by our ISR uranium projects In August 2024 we commenced ISR operations at our Christensen Ranch project in Wyoming sending uranium loaded resin to the Irigaray CPP in Wyoming Other than Christensen Ranch there was no production from our properties during the Fiscal 2025
Information concerning our mining properties in this Annual Report has been prepared in accordance with the requirements of S K 1300 S K 1300 requires us to disclose our mineral resources as of the end of our most recently completed fiscal year both in the aggregate and for each of our individually material mining properties For Fiscal 2025 we reviewed the materiality of each of our mineral properties based on various factors in the context of our overall business and financial condition including their individual book values relative project stage resource estimates planned activities and existing operations Based on the foregoing we determined that Christensen Ranch Reno Creek and Ludeman in Wyoming Burke Hollow in Texas and Roughrider in Saskatchewan Canada are our material individual properties for the purposes of S K 1300 Further information regarding such material individual properties is set forth under Material Individual Properties herein
In the year ended July 31 2025 we commenced operations at Christensen Ranch which included minimal initial production as part of ramp up of 103 545 pounds and 26 421 pounds of precipitated uranium and dried and drummed concentrate respectively at the end of such period Such amount has not been deducted from estimate above
Mineral resources are estimated using a long term uranium price of 40 per pound for ISR projects and 65 per pound for conventional projects except for the Canadian projects where a price of 85 per pound was used for the Roughrider Project a price of 75 per pound was used for the Horseshoe Raven Project a price of 50 per pound was used for the Shea Creek Project a price of 50 per pound was used for the Christie Lake Project and a price of 62 per pound was used for the Millennium Project
For Canadian and U S exploration programs Quality Control and Quality Assurance QA QC programs for geologic data collection and resource estimation are defined in each TRS along with protocols and procedures for data collection To summarize the QA QC programs for exploration data are in place that cover four categories geologic data collection data verification radiometric equivalent data and geochemical data The controls in each of these categories serve to help the Company and its qualified persons each a QP under each TRS have confidence in the data and geologic interpretations that are being used in resource estimation
Geochemical data for Canadian exploration programs is supplied by the Geoanalytical Laboratory at the Saskatchewan Research Council SRC The quality management system at SRC Geoanalytical Laboratories operates in accordance with ISO IEC 17025 General Requirements for the Competence of Testing and Calibration Laboratories and is also compliant to ASB Requirements and Guidance for Mineral Analysis Testing Laboratories The management system and selected methods are accredited by the Standards Council of Canada As part of the SRC s commitment to continually assess the effectiveness of the services all processes are subject to internal second party and third party audits In addition to the lab controls on QA QC the Company submits duplicate samples and blank samples to the lab at a rate of approximately one in 20 samples each along with standard and a round robin pulp that are inserted at the lab so that in a 20 sample batch there are 16 geochemistry samples for analysis Failures of lab standards blanks or duplicates are investigated and can result in the re assay of the samples to replace the original data in the database if necessary Samples of mineralization at a rate of about 5 of the population are checked externally with a different accredited lab to help assure accuracy
For U S exploration programs the preponderance of data utilized for resource and reserve estimates is generated from radiometric equivalent measurements made utilizing downhole geophysical logging techniques such as gamma ray and prompt fission neutron PFN techniques This technology has been employed in the exploration and development of sandstone uranium deposits in the U S since the 1950s QA QC of gamma ray and PFN probes from each logging truck are required to maintain calibration by regular cross checking the probes at U S DOE test pits located in George West Texas or Casper Wyoming The pit is set up for logging units to calibrate the probes with a known radioactive source Each test run generates calibration files for the operator to review and make necessary tool adjustments Calibration runs typically are made on a one or two month interval and files with the test pit run results are maintained by the operator The available data indicate that the logging provided by the Company and contract probe trucks at the various U S projects have maintained industry standard calibration procedures for their probes
For resource estimation the internal controls are more common to the U S and Canadian operations Company staff will perform database verification on the geologic database which is then reviewed by the QP If the QP was not involved in the primary data collection field program the QP will spot check a subset of drill collar locations and if available also compare collar elevations against a digital elevation model to evaluate and cross check the drill hole collar elevations For resource estimation the block model is evaluated visually against geologic cross sections to ensure block grades match drill hole grades The QP will evaluate probability plots and perform statistical analysis of the sample population to determine the need for an appropriate grade cap to limit the influence of high grade samples to the appropriate area The preparation of Swath Plots is another internal control which can inform the QP if high grade samples have had an exaggerated influence on the resource model
The resource estimates have inherent risks due to data accuracy uncertainty from geological interpretation mine plan assumptions uncontrolled rights for mineral and surface properties environmental challenges uncertainty for future market supply and demand and changes in laws and regulations Company management and QPs are aware of those risks that might directly impact the assessment of mineral reserves and resources The current mineral resources are estimated based on the best information available and are subject to reassessment when conditions change
We currently own three processing plants consisting of the Irigaray CPP an ISR plant located in northeastern Wyoming the Hobson CPP an ISR plant located in South Texas and the Sweetwater Plant a conventional plant located in Southwestern Wyoming Additional information regarding each processing facility is set forth where applicable in Individual Material Properties herein
Uranium was first discovered in the southern PRB during the early 1950s By the mid to late 1950s small open pit mine operations were established in the PRB Early prospecting and exploration included geologic mapping and gamma surveys which led to discoveries of uranium in the Wasatch and Fort Union Formations Extensive drill hole exploration has been utilized to locate deeper uranium mineralization since the 1960s to progress geologic models
Uranium mineralization was discovered in the GDB at the Lost Creek Schoekingerite deposit in the early 1950s The Schoekingerite deposits were exposed at the surface along the Lost Creek drainage and were located using radiometric surveys The USGS used shallow exploration to further evaluate the deposits Similar to the PRB drilling for deeper deposits began in the 1960s and exploration has primarily consisted of drilling since that time
The Allemand Ross Barge Charlie Christensen Ranch Irigaray Ludeman Moore Ranch Nine Mile and Reno Creek Project areas reside in the Powder River Basin PRB The PRB is a structural basin that extends over much of northeastern Wyoming and southeastern Montana and consists of a large north northwest trending asymmetric syncline The basin is bounded by the Big Horn Mountains on the west and Casper Arch to the southwest the Black Hills to the east and the Hartville Uplift and Laramie Mountains to the south The PRB is filled with marine non marine and continental sediments ranging in age from early Paleozoic through Cenozoic
The Jab West Jab Crooks Mountain Crooks Creek West Cooks Creek Bull Springs Stewart Creek South Sweetwater West Sweetwater Antelope Twin Buttes Cyclone Rim Red Desert Green Mountain and Red Rim Project areas are located within the northeastern portion of the Greater Green River Basin GGRB The GGRB is a structural basin that extends over southwestern Wyoming and northwestern Colorado and is divided by the Rock Springs Uplift a north south trending anticline The basin is bounded by the Wyoming thrust belt to the west the Rawlins Uplift and the Sierra Madre Mountains to the east the Wind River Mountains to the north and the Uinta Mountains to the south The GGRB contains up to 25 000 feet of Cretaceous to recent sedimentary rocks
The Clarkson Hill Project area is located in the eastern portion of the Wind River Basin WRB The WRB is a structural basin in west central Wyoming The basin is bounded by the Wind River Range to the west the Casper Arch to the east the Owl Creek Mountains to the north and the Granite Mountains to the south The WRB is filled with marine lacustrine and fluvial sediments ranging in age from Paleozoic to Cenozoic
Uranium mineralization at the project is typical of Wyoming roll front sandstone deposits The formation of roll front deposits is largely a groundwater process that occurs when uranium bearing oxygenated groundwater interacts with a reducing environment in the subsurface and precipitates uranium The most favorable host rocks for roll fronts are permeable sandstones with large aquifer systems Interbedded mudstone claystone and siltstone are often present and aid in the formation process by focusing groundwater flow
The PRB extends over much of northeastern Wyoming and southeastern Montana and consists of a large north northwest trending asymmetric syncline with the basin axis located to the west of the projects The PRB is bounded by the Big Horn Mountains and Casper Arch to the west the Black Hills to the east and the Hartville Uplift and Laramie Mountains to the south The PRB is filled with marine non marine and continental sediments ranging in age from early Paleozoic through Cenozoic
Within the PRB the Paleocene Fort Union Formation conformably overlies the Lance Formation and is a fluvial sedimentary stratigraphic unit that consists of fine to coarse grained arkosic sandstone which is interbedded with siltstone mudstone and carbonaceous materials In some areas of the PRB the Fort Union Formation is divided into two members identified as the Upper and Lower members of the Fort Union Formation However Flores divides the Fort Union into three members the Tullock Lebo and Tongue River members listed from oldest to youngest as follows
The early Eocene Wasatch Formation unconformably overlies the Fort Union Formation around the margins of the PRB However the two formations are conformable and gradational towards the basin center The relative amount of coarse permeable clastic sediments increases near the top of Fort Union and the overlying Wasatch Formation contains numerous beds of sandstone that can sometimes be correlated over wide areas The Wasatch Fort Union contact is separated by Paleocene and Eocene rocks and is generally placed above the Roland coal However other authors have placed the Wasatch Fort Union contact above the School Badger and Anderson Coals in other parts of the PRB
The Wasatch Formation occurs at the surface in the central PRB but has been mostly removed by erosion with only small scattered outcrops still present in the southern PRB The Wasatch Formation is also a fluvial sedimentary unit that consists of a series of silt to very coarse grained gradational intervals in arkosic sandstone The sandstone horizons in the Wasatch Formation are the host rocks for several uranium deposits in the central PRB Within this area uranium mineralization is found in a 50 to 100 ft thick sandstone lens On a regional scale the mineralization is localized and controlled by facies changes within this sandstone including thinning of the sandstone unit decrease in grain size and increase in clay and organic material content The Wasatch Formation reaches a maximum thickness of about 1 600 feet and dips northwestward from one degree to two and a half degrees in the southern and central parts of the PRB
The Oligocene White River Formation overlies the Wasatch Formation and has been removed from most of the basin by erosion Remnants of this unit crop out on the Pumpkin Buttes and at the extreme southern edge of the PRB The White River Formation consists of clayey sandstone claystone a boulder conglomerate and tuffaceous sediments which may be the primary source rock for uranium in the southern part of the PRB as a whole The youngest sediments consist of Quaternary alluvial sands and gravels locally present in larger valleys Quaternary eolian sands can also be found locally
The GDB and the Washakie Basin WB in the southwest together comprise the GGRB The GGRB is a structural basin that extends over southwestern Wyoming and northwestern Colorado and is divided by the Rock Springs Uplift a north south trending anticline The basin is bounded by the Wyoming thrust belt to the west the Rawlins Uplift and the Sierra Madre Mountains to the east the Wind River Mountains to the north and the Uinta Mountains to the south The GGRB contains up to 25 000 feet of Cretaceous to recent sedimentary rocks
During the end of the Cretaceous Period the Laramide Orogeny divided the Wyoming Basin Province into a series of down warped basins As these basins were created uplift created the Granite and Seminoe Mountains and older formations were altered during the same time In the northern regions of the GDB swamps alluvial plains and fluvial fans were present at the margins of the uplifted Granite Mountains To the southwest the GDB is occupied by the lacustrine Eocene Green River Formation and by the lower energy Wasatch Formation These two facies interfinger with the high energy fluvial facies of the Battle Spring Formation at the central and eastern areas in the GDB
Uranium deposits occur principally in the Battle Spring Formation which consists of alluvial fluvial fan deposits of west to southwest flowing paleodrainage The common rock type is arkosic sandstone with interbedded claystone These types of rock are typical of alluvial fan facies Much of this material is sourced from the Granite Mountains by blockages in normal drainages due to differential subsidence rates The Wasatch Formation due to its fluvial nature contains interbedded siltstones coal carbonaceous shale fine grained sandstone sandy limestone and medium grained fluvial sandstones
The Battle Spring Formation consists of alluvial fluvial fan deposits of west to southwest flowing paleodrainage The common rock type is arkosic sandstone with interbedded claystone These types of rock are typical of alluvial fan facies Much of this material is sourced from the Granite Mountains by blockages in normal drainages due to differential subsidence rates The Wasatch Formation due to its fluvial nature contains interbedded siltstones coal carbonaceous shale fine grained sandstone sandy limestone and medium grained fluvial sandstones The permeable medium to very coarse grained sandstones and arkoses are a favorable host for sandstone type uranium deposits Fluvial channels incised into less permeable underlying siltstones and sandstones in the Battle Spring during early Eocene time The channels were backfilled by the massive poorly sorted coalescing alluvial fan deposits known as the Battle Spring Formation The Battle Spring Formation includes impermeable carbonaceous shales that created an impermeable boundary for uranium deposits
The Fort Union Formation surfaces around the boundary of the GDB The Fort Union Formation is described as an interbedded sequence of white gray tan buff and brown sandstone gray to black shale carbonaceous shale siltstone local conglomerate beds and usually thin coal beds It may truncate and unconformably overlie older units near basin margins The Fort Union is unconformably underlain by the Cretaceous Lance Formation and regionally overlain by either the Eocene Wasatch or Battle Spring Formation
The Lance Formation is described as a gray to buff fine grained to very fine grained silty sandstone interbedded with drab to light green to gray locally carbonaceous siltstone and thin conglomeratic lenses locally The Lance Formation contains the upper Red Rim Member and the lower unnamed member The Red Rim Member is a prominent sandstone package named for its color as it crops out south of Interstate 80 on the eastern rim of the WB
The Clarkson Hill Project area is located in the eastern portion of the WRB The WRB is a structural basin in west central Wyoming The basin is bounded by the Wind River Range to the west the Casper Arch to the east the Owl Creek Mountains to the north and the Granite Mountains to the south The WRB is filled with marine lacustrine and fluvial sediments ranging in age from Paleozoic to Cenozoic
Both the Wind River and Fort Union Formations are Cenozoic fluvial sedimentary deposits containing sandstone with economic quantities of uranium The primary source of sediments for the Wind River and Fort Union Formations in the eastern WRB was the ancestral Granite Mountains along the southern boundary of the basin The Granite Mountains were formed during the Laramide Orogeny a period of extensive mountain building which began at the end of the Mesozoic Era and continued into the early Cenozoic Era Subsequent erosion of the Granite Mountain highlands coupled with the down warping of adjacent basins such as the Wind River and Powder River Basins combined to accumulate thousands of feet of sedimentary deposits
The Paleocene Fort Union is the oldest Tertiary formation and consists of sandstone siltstone shale coal and local conglomerates The Fort Union is overlain often unconformably by the Eocene Wind River Formation which consists of sandstones conglomerates siltstones and shale Overlying the Wind River Formation is the Oligocene White River Formation The White River Formation also consists of sandstones siltstone and shale however along with fluvial deposition of the sands and clays substantial volumes of windblown volcanic ash tuffs were also deposited This volcanic ash is regarded by many as the source of uranium for many Wyoming sandstone uranium deposits Economic uranium deposits in the WRB typically occur as roll front deposits in porous sandstones within the Wind River and Fort Union Formations
The following technical and scientific description for the Irigaray CPP is based in part on the TRS titled S K 1300 Mineral Resource Report Wyoming Assets ISR Hub and Spoke Project WY USA dated March 9 2023 prepared for the Company by Western Water Consultants d b a WWC Engineering WWC a qualified firm the QP herein that is not affiliated with UEC
The Irigaray CPP is approximately 70 air miles north northeast of Casper Wyoming 48 air miles southeast of Buffalo Wyoming and 40 air miles southwest of Gillette at Latitude Longitude of 43 888 106 128 The site is accessible year round on county and private roads which are shared by oil and gas operators and ranchers Limited services are available from several smaller towns near the site Primarily services and personnel are available from Buffalo Gillette and Casper Casper and Gillette provide flight services with daily service to Denver Billings and Salt Lake City Water is sourced locally at the mine while electrical service is provided by a regional power company
The Irigaray CPP was first constructed in 1977 1978 Mining occurred at the time in Wellfields 1 through 9 These wellfields have gone through groundwater restoration decommissioning and final reclamation which has been approved by the WDEQ Currently the only facilities at the Irigaray Project are the CPP and associated infrastructure including evaporation ponds access roads power lines and chemical and fuel storage tanks The CPP was upgraded in 2009 by removing the original equipment and adding replacement elution systems additional precipitation tanks new concrete foundations and upgrades to the filter press and other equipment The CPP now contains two complete resin elution systems multiple precipitation areas filter press yellowcake thickeners and a calciner for drying yellowcake product A vacuum dryer is in storage at the CPP for future installation when needed The plant is capable of accepting third party resins for stripping precipitation and drying of yellowcake product as well as our own resins from Christensen Ranch and other properties Although the building is older it has been maintained in good condition The entire CPP roof was replaced in 2021 In addition significant upgrades at the Irigaray CPP were initiated in the fourth quarter of Fiscal 2025 including a full rebuild of one of two yellowcake thickeners along with calciner improvements
The following technical and scientific description for the Christensen Ranch Project area the Christensen Ranch Project Area is based in part on the TRS titled S K 1300 Mineral Resource Report Wyoming Assets ISR Hub and Spoke Project WY USA dated March 9 2023 prepared for the Company by WWC a qualified firm the QP herein who is not affiliated with UEC
The Christensen Ranch Project Area is approximately 70 air miles north northeast of Casper Wyoming 48 air miles southeast of Buffalo Wyoming and 40 air miles southwest of Gillette at Latitude Longitude of 43 7982 106 0235 The Christensen Ranch Project Area is primarily located on private surface land with two portions located on federal BLM managed land The site is accessible year round on county and private roads which are shared by oil and gas operators and ranchers Limited services are available from several smaller towns proximal to the site Primarily services and personnel are available from Buffalo Gillette and Casper Casper and Gillette provide flight services with daily service to Denver Billings and Salt Lake City Water is sourced locally at the mine while electrical service is provided by a regional power company
Malapai assumed sole ownership of the Christensen Ranch Project Area by acquiring the interests of Wold Energy Wold and Western Nuclear Corporation WNC Malapai purchased the Irigaray Project Area from Westinghouse in 1987 and the Christensen Ranch Project Area was licensed for operations under the Irigaray U S NRC and Wyoming Department of Environmental Quality WDEQ license permit in 1988 Uranium production by ISR was started by Malapai in 1989 and was placed on standby in 1990
Mine Units 7 8 and 10 were installed and operated A ramp up occurred in 2011 and a ramp down occurred in 2013 all wellfield development ceased Low production mode occurred in 2014 through 2018 and production ended in 2018 at which time the Christensen Ranch Project Area was placed on care and maintenance
The condition of the property is very good while meeting all standards and requirements of federal state and local regulations Development activity to advance the property included the drilling of 62 delineation holes for a total of 33 507 feet in an area adjacent to Mine Unit 5 Additionally a nine hole coring program was conducted in previously produced Mine Units to evaluate non recovered resource potential remaining in those Mine Units Production from header houses 10 7 and 10 8 has begun marking the first two new production areas at Christensen Ranch as part of its phased restart Construction of four new header houses in Mine Unit 11 are underway with power poles placed and buildings being set on their foundations Wellfield development advanced with active well installation piloting casing underreaming in Mine Unit 11 delineation drilling completed in Mine Unit 12 and extensions planned in Mine Unit 8 and Mine Unit 10
The Christensen Ranch Project facilities include the ion exchange satellite plant four evaporation ponds one permeate storage pond two EPA Class I injection disposal wells several miles of buried production and injection trunklines connecting Mine Units to the satellite plant access roads office building maintenance shop powerlines and eight installed wellfields Mine Units 2 3 4 5 6 7 8 and 10 Mine Units 2 3 4 and 6 have gone through groundwater restoration which has been approved by WDEQ These wellfields are undergoing decommissioning with plugging and abandonment of injection and recovery wells undertaken in Mine Unit 2 Mine Units 7 8 and 10 have been partially mined and have resumed operations Operations in portions of Mine Unit 5 may also be resumed in the future All facilities are in very good condition
The Christensen Ranch Project is permitted under WDEQ Permit to Mine No 478 The project is also licensed under WDEQ RML WYSUA 1341 formerly a U S NRC license Permit to Mine No 478 and RML WYSUA 1341 are in good standing with no violations of permit or license conditions Mining permit requirements can be found in Wyoming Statutes 35 11 400 through 437 with specific laws for ISR mining in sections 426 436 Conditions of the RML applicable to ISR mining are generally standard for all licensees Requirements of RMLs are found in WDEQ LQD Uranium Recovery Program Chapter 4 Rules and Regulations for Licensing of Source and Byproduct Material There are no materially significant encumbrances on the Christensen Ranch Project Standard encumbrances include reclamation bonding mining and surface lease royalties The Christensen Ranch Project Permitting details are tabulated below
Mineralization in the Christensen Ranch Project Area occurs in fluvial sandstones of the lower parts of the Wasatch Formation Most of the upper Wasatch Formation has been eroded away The sandstones are arkosic fine to coarse grained with local calcareous lenses The sandstones contain minor amounts of organic carbon that occurs as dispersed bits or as stringers Unaltered sandstones are generally gray while altered sandstones are tan or pink due to hematite or show yellowish coloring due to limonite
Pyrite occurs in several forms within the host sandstones In unaltered sandstones pyrite occurs as small to large single euhedral crystals associated with magnetite ilmenite and other dark detrital minerals In altered sandstone pyrite is typically absent but locally occurs as tarnished very fine grained euhedral crystals In areas of intense or heavy mineralization pyrite locally occurs as massive tarnished crystal aggregates
The Christensen Ranch Project Area contains portions of four alteration systems all within fluvial sands of the Wasatch Formation These fluvial host systems are identified as K1 K2 K3 and K4 sands and are in descending order These sands vary in thickness from 0 feet to 100 feet within the Christensen Ranch Project Area They coalesce within portions of the Christensen Ranch Project Area and form sand sequences of roughly 250 feet 80 m in thickness These sands in turn host the K1 K2 K3 and K4 uranium roll front systems each of which is composed of multiple stacked individual roll front deposits
Uranium mineralization at the Christensen Ranch Project Area is typical of Wyoming roll front sandstone deposits The formation of roll front deposits is largely a groundwater process that occurs when uranium rich oxygenated groundwater interacts with a reducing environment in the subsurface and precipitates uranium The most favorable host rocks for roll fronts are permeable sandstones with large aquifer systems Interbedded mudstone claystone and siltstone are often present and aid in the formation process by focusing groundwater flux The geometry of mineralization is dominated by the classic roll front C shape or crescent configuration at the redox interface The highest grade portion of the front occurs in a zone termed the nose within reduced ground just ahead of the alteration front Ahead of the nose at the leading edge of the solution front mineral quality gradually diminishes to barren within the seepage zone Trailing behind the nose in oxidized altered ground are weak remnants of mineralization referred to as tails which have resisted re mobilization to the nose due to association with shale carbonaceous material or other lithologies of lower permeability Tails are generally not amenable to ISR because the uranium is typically found within strongly reduced or impermeable strata therefore making it difficult to leach
In the year ended July 31 2025 we commenced operations at Christensen Ranch which included minimal initial production as part of ramp up of 103 545 pounds and 26 421 pounds of precipitated uranium and dried and drummed concentrate respectively at the end of such period Such amount has not been deducted from estimate above
The following technical and scientific description for the Reno Creek Project area the Reno Creek Project Area is based in part on the TRS titled S K 1300 Mineral Resource Report Wyoming Assets ISR Hub and Spoke Project WY USA dated March 9 2023 prepared by WWC a qualified firm the QP herein who is not affiliated with UEC
The Reno Creek Project Area is approximately five miles to the northwest of the North and Southwest Reno Creek Resource Areas at Latitude Longitude of 43 6796 105 7226 The Pine Tree resource area lies approximately five miles to the southwest of the permitted resource areas immediately southeast of the intersection of U S Highway 387 and Wyoming Highway 50 also known as Pine Tree Junction The Bing resource area lies approximately five miles west of the permitted resource areas adjacent to Wyoming Highway 50 three miles north of Pine Tree Junction The site is accessible year round via state county and private roads which are shared by oil and gas operators and ranchers Services and personnel are available from Gillette or Casper Flight service is offered from Gillette or Casper with daily service to Denver Billings and Salt Lake City Water will be sourced locally while electrical service will be provided by a regional power company
The Reno Project is permitted under WDEQ Permit to Mine No 824 The project is also licensed under WDEQ RML WYSUA 1602 formerly a U S NRC license Permit to Mine No 824 and RML WYSUA 1602 are in good standing with no violations of permit or license conditions Mining permit requirements can be found in Wyoming Statutes 35 11 400 through 437 with specific laws for ISR mining in sections 426 436 Conditions of the RML applicable to ISR mining are generally standard for all licensees Requirements of RMLs are found in WDEQ LQD Uranium Recovery Program Chapter 4 Rules and Regulations for Licensing of Source and Byproduct Material There are no materially significant encumbrances on the Reno Creek Project Standard encumbrances include reclamation bonding mining and surface lease royalties The details of the Reno Creek Project Permit status are tabulated below
Mineralization in the Reno Creek Project Area occurs in fluvial sandstones of the lower parts of the Wasatch Formation Most of the upper Wasatch Formation has been eroded away The sandstones are arkosic fine to coarse grained with local calcareous lenses The sandstones contain minor amounts of organic carbon that occurs as dispersed bits or as stringers Unaltered sandstones are generally gray while altered sandstones are tan or pink due to hematite or show yellowish coloring due to limonite
Pyrite occurs in several forms within the host sandstones In unaltered sandstones pyrite occurs as small to large single euhedral crystals associated with magnetite ilmenite and other dark detrital minerals In altered sandstone pyrite is typically absent but locally occurs as tarnished very fine grained euhedral crystals In areas of intense or heavy mineralization pyrite locally occurs as massive tarnished crystal aggregates
At the Reno Creek Project Area the Felix Coal seams are laterally continuous in the North and Southwest Reno Creek resource areas and extend northward into the Moore and Bing resource areas The Felix Coal seams and the underlying Badger Coal seam provide important correlation points across the Reno Creek Project Area Sandstone horizons that host uranium mineralization within the production zone aquifer are typically cross bedded graded sequences fining upward from very coarse grained at the base to fine grained at the top representing sedimentary cycles from 5 20 feet thick Stacking of depositional cycles resulted in sandstone body accumulations over 200 feet thick
Uranium mineralization at the Reno Creek Project Area is typical of Wyoming roll front sandstone deposits The formation of roll front deposits is largely a groundwater process that occurs when uranium bearing oxygenated groundwater interacts with a reducing environment in the subsurface and precipitates uranium The most favorable host rocks for roll fronts are permeable sandstones with large aquifer systems Interbedded mudstone claystone and siltstone are often present and aid in the formation process by focusing groundwater flux The geometry of mineralization is dominated by the classic roll front C shape or crescent configuration at the redox interface The highest grade portion of the front occurs in a zone termed the nose within reduced ground just ahead of the alteration front Ahead of the nose at the leading edge of the solution front mineral quality gradually diminishes to barren within the seepage zone Trailing behind the nose in oxidized altered ground are weak remnants of mineralization referred to as tails which have resisted re mobilization to the nose due to association with shale carbonaceous material or other lithologies of lower permeability Tails are generally not amenable to ISR because the uranium is typically found within strongly reduced or impermeable strata therefore making it difficult to leach
The following technical and scientific description for the Ludeman Project area the Ludeman Project Area is based in part on the TRS titled S K 1300 Mineral Resource Report Wyoming Assets ISR Hub and Spoke Project WY USA dated March 9 2023 prepared by WWC a qualified firm the QP herein who is not affiliated with UEC The Ludeman Project Area does not have mineral reserves and is therefore considered an Exploration Stage property under S K 1300 definitions despite a history of successful in situ research and development testing
The Ludeman Project Area is located approximately 12 miles northeast of Glenrock and 30 miles east northeast of Casper Wyoming at Latitude Longitude of 42 9119 105 6277 State Highway 95 provides access to the Ludeman Project Area from the Towns of Glenrock and Rolling Hills to the west and State Highway 93 provides access from Douglas to the southeast Interstate 25 provides access to both of these state highways from the south of the Ludeman Project Area The Ludeman Project Area is primarily located on private surface land with some areas of Federal or state lands
The site is accessible year round on state and county roads Services and personnel are available from Glenrock Douglas or from Casper which has full services and the nearest airport with daily service to Denver and Salt Lake City Water will be sourced locally at the site while electrical service will be provided by a regional power company
Uranium One acquired Energy Metals in late 2007 and continued exploration of the Ludeman Project Area from 2007 through 2012 The primary goals of drilling included exploration to establish continuity of regional ore trends development drilling to determine the lateral extents of the ore body stratigraphic investigation confirmation of the location and nature of mineralization and collection of cores for leach testing and analysis of uranium mineralogy trace metals disequilibrium permeability porosity and density Acquired the WDEQ LQD mine permit and NRC license
The Ludeman Project is permitted under WDEQ Permit to Mine No 844 The project is also licensed under WDEQ RML WYSUA 1341 formerly a U S NRC license Permit to Mine No 844 and RML WYSUA 1341 are in good standing with no violations of permit or license conditions Mining permit requirements can be found in Wyoming Statutes 35 11 400 through 437 with specific laws for ISR mining in sections 426 436 Conditions of the RML applicable to ISR mining are generally standard for all licensees Requirements of Radioactive Materials Licenses are found in WDEQ LQD Uranium Recovery Program Chapter 4 Rules and Regulations for Licensing of Source and Byproduct Material There are no materially significant encumbrances on the Ludeman Project Standard encumbrances include reclamation bonding mining and surface lease royalties Ludeman permit status is tabulated below
The Ludeman Project Area targets mineralization in the Fort Union Formation which underlies the Wasatch Formation The host rocks for the uranium ore deposits in the project areas are the arkosic sandstones of the Fort Union Formation These channel deposits are confined by mudstones that serve as aquitards to the water saturated aquifers
Uranium mineralization at the Ludeman Project Area is typical of Wyoming roll front sandstone deposits The formation of roll front deposits is largely a groundwater process that occurs when uranium bearing oxygenated groundwater interacts with a reducing environment in the subsurface and precipitates uranium The most favorable host rocks for roll fronts are permeable sandstones with large aquifer systems Interbedded mudstone claystone and siltstone are often present and aid in the formation process by focusing groundwater flux The geometry of mineralization is dominated by the classic roll front C shape or crescent configuration at the redox interface The highest grade portion of the front occurs in a zone termed the nose within reduced ground just ahead of the alteration front Ahead of the nose at the leading edge of the solution front mineral quality gradually diminishes to barren within the seepage zone Trailing behind the nose in oxidized altered ground are weak remnants of mineralization referred to as tails which have resisted re mobilization to the nose due to association with shale carbonaceous material or other lithologies of lower permeability Tails are generally not amenable to ISR because the uranium is typically found within strongly reduced or impermeable strata therefore making it difficult to leach
Our ISR operations in Texas consist of the following projects i the Hobson CPP ii the Palangana Project iii the Burke Hollow Project iv the Goliad Project and v the Salvo Project Production from existing wellfields at the Palangana Project ceased in 2016 and the project was put in care and maintenance In order for Palangana to engage in future uranium production the Company will need to incur capital expenditures to restart idled wellfields
the TCEQ will require UEC to apply for and obtain a RML pursuant to Title 30 Texas Administrative Code Chapters 305 and 336 The application must address a number of matters including but not limited to site characteristics ecology geology topography hydrology meteorology historical and cultural landmarks and archaeology radiological and non radiological impacts environmental effects of accidents decommissioning decontamination and reclamation
to produce uranium from subsurface deposits an operator must obtain a PAA pursuant to the Texas Water Code Chapter 27 Underground injection activities cannot commence until the TCEQ has issued an area permit and PAA to authorize such activities In addition all portions of the proposed production zone in groundwater with a total dissolved solids concentration less than 10 000 mg L which will be affected by mining solutions are included within an aquifer exemption approved by TCEQ and the EPA The PAA application may be developed concurrently with or after the area permit application As additional production areas are proposed to be activated within the area permit additional PAA applications must be submitted to the TCEQ for processing and issuance before injecting within the production area
in 1975 the Texas Legislature gave the RRC jurisdiction to regulate surface mining for coal and uranium No surface mining for uranium is currently conducted at the Project but uranium exploration for ISR operations is administered by the Surface Mining and Reclamation Division of the RRC Active uranium exploration sites are inspected monthly RRC 2023 The RRC requires exploration permits for any uranium exploration in the state
Texas state law does not provide any agency with the authority to regulate the use or production of groundwater unless the location lies within a water conservation district WCD Burke Hollow and Salvo are both located in the Bee County WCD Goliad is located in the Goliad County WCD and Palangana resides in the Duval County WCD Prior to initiating uranium recovery at the project UEC will need to acquire industrial permits to withdraw groundwater from the host sandstones Please refer to the TRS report for the Texas Hub and Spoke Project for further details and
Fee minerals have varying royalty rates and calculations depending on the agreements negotiated with individual mineral owners In addition surface use and access agreements may include a production royalty depending on agreements negotiated with individual surface owners at various levels UEC s average combined mineral plus surface production royalty applicable to each project are variable and based upon the selling price of U3O8 Most of the leases have term periods of five years with a five year renewal option The primary lease stipulation for ISR mining is the royalty payments as a percentage of production Royalties vary by lease and are confidential The various lease fees and royalty conditions are negotiated with individual lessors and conditions may vary from lease to lease No resources are reported in areas outside of the project area boundaries which are determined by each project area s leases
Surface ownership at each project consists of fee lands predominantly used for agriculture and wind turbine development On the project areas that are currently permitted UEC has surface use agreements in place with the private landowners where appropriate Obtaining surface access rights is a standard process in mine permitting and UEC does not anticipate that maintaining these rights presents a significant risk to UEC s ability to perform work in Texas
The Texas ISR Projects resides in the Gulf of Mexico Basin GMB The GMB extends over much of South Texas and includes the Texas coastal plain and South Texas Uranium Province STUP where the project is located The coastal plain is bounded by the Rocky Mountain uplift to the west and drains into the Gulf of Mexico The coastal plain is comprised of marine non marine and continental sediments ranging in age from Paleozoic through Cenozoic
Uranium mineralization at the projects is typical of Texas roll front sandstone deposits The formation of roll front deposits is largely a groundwater process that occurs when uranium bearing oxygenated groundwater interacts with a reducing environment in the subsurface and precipitates uranium The most favorable host rocks for roll fronts are permeable sandstones with large aquifer systems Interbedded mudstone claystone and siltstone are often present and aid in the formation process by focusing groundwater flux
The coastal plains of the GMB were formed by the downfaulting and down warping of Paleozoic Era 252 541 Mya basement rocks during the breakup of the Paleozoic mega continent Pangaea and the opening of the North Atlantic Ocean in the Late Triassic Epoch 201 237 Mya The Rocky Mountain Uplift in the Paleogene Period 43 65 Mya gave rise to the vast river systems that flowed toward the Gulf of Mexico carrying abundant sediments Deposits typically thicken down dip towards the Gulf of Mexico from western northwestern sources Stratigraphy in this area can be complex because of the cyclic deposition of sedimentary facies Shallow inland seas formed broad continental shelves that covered most of Texas and deposited sedimentary units that are dominantly continental clastic with some near shore and shallow marine facies Volcanic episodes during deposition more than 20 Mya are credited as being the source of the uranium deposits through ash fall and related sediments
All mineralization at our Texas projects occurs in the Goliad Formation The Goliad Formation was originally classified as Pliocene in age by most sources but the formation has been reclassified as early Pliocene to middle Miocene after recent research revealed the presence of indigenous Pliocene aged mega fossils occurring in upper Goliad sands whereas the lower Goliad fluvial sands are correlative with down dip strata containing benthic foraminifera indicating a Miocene age The Geology of Texas map published by the Texas Bureau of Economic Geology BEG in 1992 classifies the Goliad as Miocene in age
The BEG s geologic map of Texas describes the Goliad Formation as clays sandstones marls caliches limestones and conglomerates with a thickness of 100 to 500 feet Above the Goliad Formation lies the Deweyville Formation Beaumont Clay Lissie Formation Montgomery Formation and the Willis Sand which are composed of sand gravel silt and clay
Three main structural zones are present in the STUP the Balcones Fault Zone the San Marcos Arch and the Rio Grande Embayment The Balcones Fault Zone is north of the Hobson Project Area and divides the Upper Cretaceous and Eocene strata The Balcones Fault Zone is comprised of mainly normal faults that displace sediments by up to 1 500 feet moving downward to the Gulf of Mexico The San Marcos Arch northeast of the Hobson Project Area between the Rio Grande Embayment and East Texas Basin is a broad area of lesser subsidence and a subsurface extension of the Llano Uplift The arch is crossed by basement related normal faults that parallel the buried Ouachita Orogenic Belt of Paleozoic age The Rio Grande Embayment is a small deformed basin that lies between the El Burro Uplift in northeast Mexico and the basin marginal Balcones Fault Zone to the south Some data indicate that the embayment was possibly compressed during the Laramide Orogeny in the Late Cretaceous Paleogene
The formation of roll front deposits is largely a groundwater process that occurs when uranium bearing oxygenated groundwater interacts with a reducing environment in the subsurface and precipitates uranium The most favorable host rocks for roll fronts are permeable sandstones with large aquifer systems Interbedded mudstone claystone and siltstone are often present and aid in the formation process by focusing groundwater flux The geometry of mineralization is dominated by the classic roll front C shape or crescent configuration at the redox interface The highest grade portion of the front occurs in a zone termed the nose within reduced ground just ahead of the alteration front Ahead of the nose at the leading edge of the solution front mineral quality gradually diminishes to barren within the seepage zone Trailing behind the nose in oxidized altered ground are weak remnants of mineralization referred to as tails which have resisted re mobilization to the nose due to association with shale carbonaceous material or other lithologies of lower permeability Tails are generally not amenable to ISR because the uranium is typically found within strongly reduced or impermeable strata therefore making it difficult to leach
The following technical and scientific description for the Hobson CPP Project area the Hobson Project Area is based in part on the TRS titled S K 1300 Initial Assessment Texas Hub and Spoke ISR Project U S A dated June 10 2024 prepared for the Company by WWC a qualified firm the QP herein who is not affiliated with UEC This TRS identifies and summarizes the scientific and technical information and conclusions reached from the initial assessment IA to support disclosure of mineral resources on projects surrounding the Hobson Project Area There are no resources directly associated with the Hobson Project Area
The Hobson Project Area is located in Karnes County Texas northwest of Karnes City within the GMB approximately 100 miles northwest of Corpus Christi and 40 miles southeast of San Antonio at Latitude Longitude of 28 945 97 989 This facility represents the hub of UEC s hub and spoke business model which comprises a central processing facility supplied with uranium loaded IX resin from ISR mining at one or more of the project areas The Hobson CPP was constructed in 1978 when the Hobson Project Area was mined In 2008 the plant was refurbished The Hobson CPP has previously processed uranium from UEC s Palangana Mine satellite facility i e the first UEC spoke and UEC plans to also process uranium from its Burke Hollow Goliad and Salvo Project satellite facilities
The Hobson CPP consists of a resin transfer circuit for loading unloading IX resin from tanker trucks an elution circuit to strip uranium from the IX resin a circuit to precipitate uranium oxide solids a yellowcake thickener if necessary and a modern zero emission vacuum dryer Other facilities and equipment include an advanced laboratory with inductively coupled plasma mass spectrometry office building yellowcake and byproduct material storage area chemical storage tanks and one permitted and constructed waste disposal well Another waste disposal well is permitted but has not been drilled because additional disposal capacity is not needed at the current time With an average dryer cycle time of 40 hours and a current dryer loading capacity of 8 to 10 drums the plant appears capable of yielding up to 1 5 million pounds per year without requiring physical modifications An amendment to the license to increase annual capacity up to 4 0 million pounds per year was recently approved so the Hobson CPP is now permitted for production of up to four million pounds per year of uranium concentrates yellowcake or U3O8 WWC personnel visited the Hobson CPP on November 2 2021 and found it to be in a well maintained and apparently fully operational condition although the plant was inactive i e not processing a batch of uranium loaded resin during the site visit
Uranium exploration and mining in South Texas primarily targets sandstone formations throughout the Coastal Plain bordering the Gulf of Mexico The area has long been known to contain uranium oxide which was first discovered in Karnes County Texas in 1954 using airborne radiometric survey The uranium deposits discovered were within a belt of strata extending 250 miles from the middle coastal plain southwestward to the Rio Grande This area includes the Carrizo Whitsett Catahoula Oakville and Goliad geologic formations Open pit mining began in 1961 and ISR mining was initiated in 1975 The uranium market experienced lower demand and price in the late 1970s and in 1980 there was a sharp decline in all Texas uranium operations
During the late 1970s and early 1980s exploration for uranium in South Texas had evolved towards deeper drilling targets within the known host sandstone formations Deeper exploration drilling was more costly and excluded many of the smaller uranium mining companies from participating in the down dip deeper undrilled trend extensions Uranium had been mined by several major oil companies in the past in South Texas including Conoco Mobil Humble later Exxon Atlantic Richfield ARCO and others Mobil had found numerous deposits in South Texas in the past including the O Hern Holiday El Mesquite and several smaller deposits mostly in Oligocene age Catahoula Formation tuffaceous sands ARCO discovered several Oakville Formation Miocene age uranium bearing deposits and acquired other deposits located nearby in Live Oak County They were exploring deeper extensions of Oakville Formation trends when they discovered the Mt Lucas deposit located near Lake Corpus Christi in Live Oak County near the Bee County line
Ownership control and operation of the Hobson Project Areas has varied greatly since the 1950s The table below summarizes the operations and activities of various companies the timeframe during which these activities were completed and the results of the work The table below also summarizes historic drilling and the number of drill holes completed during each period
The following technical and scientific description for the Burke Hollow Project area the Burke Hollow Project Area is based in part on the TRS titled S K 1300 Initial Assessment Texas Hub and Spoke ISR Project U S A dated June 10 2024 prepared for the Company by WWC a qualified firm the QP herein who is not affiliated with UEC This TRS identifies and summarizes the scientific and technical information and conclusions reached from the IA to support disclosure of mineral resources on the Burke Hollow Project Area There are no reserves associated with the Burke Hollow Project Area Table 2 15 describes the permit status of the project
UEC s Burke Hollow Project property is located within the extensive STUP The Burke Hollow Project is about 18 miles southeast of the town of Beeville and is located on the western side of US 77 and northeasterly of US 181 which links with US 59 in Beeville at Latitude Longitude of 27 6756 97 5176 Details of project location area and number of claims are tabulated below Site drilling roads are entirely composed of caliche and gravel allowing access for trucks and cars in most weather conditions Four wheel drive vehicles may be needed during high rainfall periods
The Burke Hollow Project consists of one fee private mineral lease area that would allow for the mining of uranium by ISR methods while utilizing the land surface with variable conditions as needed for mining wells and above ground surface facilities for fluid processing and uranium production during the mining and groundwater restoration phases of the Burke Hollow Project No mineral resources are reported in areas outside of the Burke Hollow Project boundary
The present condition of the property is considered advanced with monitor well installation completed in the first production area A caliche pad site with offices and storage containers in addition to some all weather roads are constructed and plans are in place for power and other infrastructure needs Construction of the Burke Hollow IX facility and first production area were initiated in Fiscal 2025 IX columns were installed and loaded with resin and drilling of the deep disposal well was completed with testing underway necessary for the well completion report to be submitted to TCEQ Additionally the high density polyethylene trunkline between the satellite IX facility and the first production area was fused pressure tested and connected to the IX facility Installation of wellfield and IX facility equipment has continued concurrently through Fiscal 2025 with provision of three phase power to the project site by the utility provider
No significant encumbrances exist on the property The permit for the initial PAA is in place and we will be seeking for the permits for PAAs 2 3 and 4 in the coming years To date there have been no violations or fines levied on the property A surety estimate for Burke Hollow s project restoration reclamation and decommissioning costs have been prepared and approved by the TCEQ A surety bond for the current restoration reclamation and decommissioning requirements is in place
Uranium exploration and mining in South Texas primarily targets sandstone formations throughout the Coastal Plain bordering the Gulf of Mexico The area has long been known to contain uranium oxide which was first discovered in Karnes County Texas in 1954 using airborne radiometric survey The uranium deposits discovered were within a belt of strata extending 250 miles from the middle coastal plain southwestward to the Rio Grande This area includes the Carrizo Whitsett Catahoula Oakville and Goliad geologic formations Open pit mining began in 1961 and ISR mining was initiated in 1975 The uranium market experienced lower demand and price in the late 1970s and in 1980 there was a sharp decline in all Texas uranium operations
During the late 1970s and early 1980s exploration for uranium in South Texas had evolved towards deeper drilling targets within the known host sandstone formations Deeper exploration drilling was more costly and excluded many of the smaller uranium mining companies from participating in the down dip deeper undrilled trend extensions Uranium had been mined by several major oil companies in the past in South Texas including Conoco Mobil Humble later Exxon ARCO and others Mobil had found numerous deposits in South Texas in the past including the O Hern Holiday El Mesquite and several smaller deposits mostly in Oligocene age Catahoula Formation tuffaceous sands ARCO discovered several Oakville Formation Miocene age uranium bearing deposits and acquired other deposits located nearby in Live Oak County They were exploring deeper extensions of Oakville Formation trends when they discovered the Mt Lucas Goliad Formation deposit located near Lake Corpus Christi in Live Oak County near the Bee County line
The earliest known uranium exploration in the immediate area of the Burke Hollow Project Area was performed by Nufuels Corporation Nufuels a Mobil Corporation subsidiary in 1982 Nufuels drilled a total of 18 exploration holes on or nearby UEC s 1 825 acre Welder lease These holes were drilled in conjunction with a larger regional program that was conducted by Nufuels Each exploration hole was drilled to an average total depth of approximately 1 100 ft in order to test the entire prospective Goliad Formation UEC acquired copies of the Nufuels logs through its purchase of TOMIN s database
Following Nufuels in 1993 TOMIN conducted a short reconnaissance exploration drilling program on the Thomson Barrow lease TOMIN drilled a total of 12 holes on permitted acreage that they negotiated for exploration 11 of the 12 drill holes intersected anomalous gamma ray log signatures indicative of uranium mineralization
The historic data package obtained by UEC for portions of the current Burke Hollow Project Area provided the above described information Based on the limited number of drill holes no meaningful resource or reserve determination was made by TOMIN or Nufuels However the actual drilling and geophysical logging results have been determined to be properly conducted according to current industry standards
Nufuels drilled 18 exploration holes on or nearby UEC s 1 825 acre Welder lease in conjunction with a larger regional program which was conducted by Nufuels Exploration holes were drilled to approximately 1 100 ft bgs and tested the entire prospective Goliad Formation Results showed the presence of a reduction oxidation interface in sands of the lower Goliad Formation but there was insufficient data to link economically viable uranium mineralization
TOMIN conducted a short reconnaissance exploration drilling program on the Thomson Barrow lease TOMIN drilled a total of 12 holes on permitted acreage that they negotiated for exploration 11 of the 12 drill holes intersected anomalous gamma ray log signatures indicative of uranium mineralization but there was insufficient data to link economically viable uranium mineralization
The historic data package was obtained and reviewed by UEC for portions of the current Burke Hollow Project Area Kurrus and Yancy 2017 Based on the limited number of drill holes no meaningful resource or reserve determination was made using the historic exploration data However the actual drilling and geophysical logging results were determined to be properly conducted per industry standards UEC completed two drilling campaigns to delineate the opened ended Lower B1 and B2 trends Carothers et al 2013 The results of historic and contemporary borehole gamma ray SP and resistance logs as well as PFN logs indicate that uranium mineralization occurs in the upper to lower Goliad Formation sand sandstone units below the water table at depths from approximately 180 to 1 100 ft bgs Evidence indicate ISR would likely be the most suitable mining method for this project In 2017 UEC estimated an Inferred Mineral Resource of 4 064 575 tons grading 0 088 pU3O8 PFN determination containing approximately 7 09 million pounds U3O8 in the combined Graben and Eastern Lower B trends
In 2019 UEC completed 129 drill holes mostly focusing on delineating the Lower B1 and Lower B2 sands in the proposed PA 1 In addition UEC began installing perimeter monitor wells in proposed PA 1 In total 57 holes were drilled solely for delineation and exploration purposes and 72 holes were drilled for monitoring purposes From 2021 to 2022 UEC conducted another drilling program to upgrade a portion of their resources from inferred to measured and indicated to better define the ore body in proposed PA 1 and to install monitor wells 168 delineation and exploration holes were drilled as of March 7 2022 24 of these holes were also used as monitor wells This drilling program is ongoing for the purpose of completing more monitor wells The first production area authorization application has been submitted and 533 exploration and delineation holes have been drilled within PA 2 area as of July 31 2023
Uranium mineralization at the Burke Hollow Project Area is typical of Texas roll front sandstone deposits All mineralization at the Burke Hollow Project Area occurs in the Goliad Formation Uranium mineralization occurs along oxidation reduction interfaces in fluvial channel sands of the Goliad Formation These deposits consist of multiple mineralized sand horizons which are separated vertically by confining beds of silt mudstone and clay
The uranium bearing sands of the Goliad Formation at the Burke Hollow Project Area occur beneath a thin layer of Pleistocene aged Lissie Formation gravels sands silts and clays which overlie much of the Burke Hollow Project Area The Goliad Formation uncomfortably underlies the Lissie Formation Uranium mineralization discovered to date occurs within three of the four sand members of the Goliad designated as the uppermost Goliad A Goliad B and the lowermost Goliad D
The Goliad sand is one of the principal water bearing formations in South Texas and is capable of yielding moderate to large quantities of water All of the project areas included in this Burke Hollow Project Area target the Goliad Formation which is a proven aquifer with characteristics favorable to ISR
There are two northeast southwest trending faults at the Burke Hollow Project Area that are likely related to the formation of uranium mineralization The northwesterly fault is a typical Gulf Coast normal fault downthrown toward the coast while the southeastern fault is an antithetic fault downthrown to the northwest forming a large graben structure The presence of these faults is likely related to the increased mineralization at the site The faulting may have served as conduits for reducing waters and natural gas to migrate upward from deeper horizons as well as altering the groundwater flow system in the uranium bearing sands
The following technical and scientific description for the Roughrider Project area the Roughrider Project Area is based on the TRS titled S K 1300 Initial Assessment Report Roughrider Uranium Project Saskatchewan Canada dated November 5 2024 prepared for the Company by each of Tetra Tech Canada Inc Understood Mineral Resources Ltd Clifton Engineering Group Ltd Snowden Optiro and Terracon Geotechnique Ltd qualified firms the QPs herein who are not affiliated with UEC This TRS identifies and summarizes the scientific and technical information and conclusions reached from the initial assessment to support disclosure of mineral resources on the Roughrider Project Area
The Roughrider Project Area is 100 held by UEC and located seven kms north via gravel road of Points North Landing a service centre on Provincial Road 905 in the eastern Athabasca basin of northern Saskatchewan Canada The Roughrider Project Area is approximately 440 kms north of La Ronge and 700 kms north of Saskatoon at Latitude Longitude of 58 3374 104 021 details of project location area and number of claims are tabulated below The Roughrider Project Area site comprises core logging office and storage facilities
The area around the Roughrider Project Area is a well developed mining area close to necessary infrastructure and resources The Roughrider Project Area can be accessed by a seven km gravel road floatplane or helicopter from Points North Landing Points North Landing is on Provincial Road 905 which is linked to the nearest sizeable population centre La Ronge 440 kms south by Highway 102 There are several weekly commercial airline services from Saskatoon to Points North Landing and regular charter flights for Orano s McLean Lake operation
The project is a mature Exploration Stage project with significant historical drilling environmental baseline work and historical economic assessment work as outlined below On November 5 2024 UEC completed an updated economic analysis and mineral resource estimate at the project UEC intends to complete additional resource delineation work in the upcoming 2025 2026 fiscal year to further advance the project The current exploration camp facilities are over 10 years old but remain in good condition No mine infrastructure or underground development is present on the project
Between 1969 and 1974 following the discovery of the Rabbit Lake uranium deposit in 1968 by Gulf Minerals Ltd Numac Oil and Gas Numac held the large Permit Number Eight over the Midwest Lake McMahon Lake and Dawn Lake areas At the time Numac in conjunction with their partners Esso Minerals and Bow Valley Industries focused on the Midwest Lake area located adjacent to the Roughrider Project Area In 1976 Asamera Oil Corp Asamera initiated the Dawn Lake project located approximately six kms southeast of the current Roughrider Project Area In 1983 the Saskatchewan Mining and Development Corporation SMDC predecessor to Cameco Corporation Cameco became the operator of the Dawn Lake Joint Venture By 1995 the Dawn Lake Joint Venture consisted of Cameco Cogema Resources Inc now Orano SA PNC Exploration Canada Ltd and Kepco Canada Ltd
Early work by Asamera on the Esso North claim consisted of electromagnetic EM and aeromagnetic surveys in 1977 followed by airborne very low frequency VLF EM magnetic and radiometric surveys in 1978 and 1979 by Kenting and Geoterrex respectively From 1978 to 1981 Turam Vector Pulse EM and VLF EM surveys confirmed the east west conductor as well as some weaker northeast trending VLF EM conductors During this same period Asamera drilled 21 holes on the Esso North claim The first 10 holes were drilled across the projected northeast strike extent of the Roughrider Project Area The other eleven holes were drilled on the main east west striking conductor
In 1984 SMDC carried out Time Domain EM TEM on the Esso North claim and completed two additional holes Exploration on the Esso North claim was dormant until 1995 when Cameco resurveyed the area with TEM and located both the east west conductor and the weak northeast striking conductor The latter target was tested by one hole EN 20 it intersected faulted and altered sandstone but no significant radioactivity In 1996 one drillhole EN 21 was completed that targeted the east west conductor No conductive material was intersected and the basement lithology was granite
Under an agreement dated September 10 2004 between Roughrider Uranium Corp Roughrider and Bullion Fund Inc Bullion Fund Roughrider earned a 90 interest in claim S 107243 and six other claims that became part of Roughrider s Russell South property On August 10 2006 Roughrider became a wholly owned subsidiary of Hathor On April 12 2007 Terra Ventures Inc Terra announced that it had closed a deal with Bullion Fund to acquire an 8 carried working interest in seven claims comprising 56 360 acres in two separate projects located in the Athabasca Basin Saskatchewan of which 90 of the remaining 92 working interest was held by Hathor One of the claims was S 107243 Terra s interest was to be carried in all respects through to the completion of a feasibility study and the public announcement that the claims will be put into commercial production On March 24 2008 Terra announced that it had closed its agreement with Bullion Fund to purchase Bullion Fund s remaining 2 of Hathor s carried working interest in the project This purchase increased Terra s holding to a 10 carried working interest through to the completion of a feasibility study and the public announcement that the claims will be put into commercial production
On April 18 2011 Hathor and Terra announced that they had executed a binding letter agreement pursuant to which Hathor would acquire in an all share transaction all of the issued and outstanding shares of Terra On May 9 2011 Hathor and Terra announced that they had executed a definitive plan of arrangement agreement the Arrangement to complete the previously announced merger The result of the Arrangement was consolidation of 100 ownership of the Roughrider Project On August 5 2011 Hathor and Terra announced the completion of the Arrangement and Terra became a wholly owned subsidiary of Hathor
On December 1 2011 Rio Tinto announced that it was successful in acquiring Hathor through a wholly owned Canadian subsidiary RTCU On January 11 2012 RTCU acquired all remaining Hathor common shares making RTCU 100 owners of the Roughrider Project Area After acquiring the Roughrider Project RTCU continued to advance the Roughrider Project Area On October 17 2022 UEC completed the acquisition of 100 of the Roughrider Project Area from RTCU
Should the Roughrider Project Area proceed either to advanced exploration or to full development the necessary development and operational approvals will need to be obtained This includes federal and provincial EIA and permitting licensing processes and engagement and consultation with Indigenous groups It is estimated the environmental and social assessment and CSNC licensing for the Roughrider Project Area may require between 48 months and 72 months to complete A comprehensive list of the potential permits approvals and authorizations required for the Roughrider Project Area can be found in the Roughrider Project Area TRS as filed Currently the project does not require formal environmental bonding or rehabilitation requirements outside of those required as part of early stage exploration permit requirements
The Athabasca Basin is elongated along an east west axis and straddles the boundary between two subdivisions of the Western Churchill Province The Rae Subprovince to the west and the Hearne Subprovince to the east The subprovinces are separated by the northeast trending Snowbird Tectonic Zone locally known as the Virgin River Black Lake shear zone in the area of the Athabasca Basin
The Hearne Craton beneath the eastern Athabasca Basin comprises variably reworked Archean basement which is dominated by granitic domes and foliated to gneissic granitoid rocks with infolded outliers of Paleoproterozoic metasedimentary rocks The structural and tectonic regime of the area has been influenced strongly by collisional tectonics between the Hearne and Superior Cratons during the early Proterozoic Trans Hudson Orogen which occurred approximately 1 9 billion years ago Ga to 1 77 Ga Prior to deposition of the Athabasca Group rocks of the Rae and Hearne Provinces that would later form the basement of the basin rocks experienced a lengthy period of weathering and non deposition Consequently the basal Athabasca stratigraphy is underlain by a regolith of deeply weathered hematite stained basement In places the preserved regolith can reach a thickness of up to 50 m but typically less than 10 m
Unconformably overlying the basement rocks is the late Mesoproterozoic Athabasca Group consisting mainly of fluvial clastic sedimentary rocks which are about 1 400 m thick in the central part of the basin Ramaekers 2001 The Athabasca Group comprises eight formations although in the eastern Athabasca Basin the Manitou Falls Formation is the only formation present It is subdivided into four units from bottom to top designated MFa to MFd Lithologies are dominated by fine to coarse grained partly pebbly or clay intraclast bearing quartz arenites Minor conglomerates mudstones and dolostones also occur Apart from faulting and local folding associated with thrusting the Athabasca Group strata are undeformed and unmetamorphosed Age dating of zircons and diagenetic fluorapatite SGS 2003 indicate an age of sedimentary deposition around 1 77 Ga post dating the Trans Hudson Orogeny circa 1 9 Ga to 1 77 Ga
The Roughrider Project Area comprising the Roughrider West RRW Roughrider East RRE and Roughrider Far East RRFE deposits occurs in the Athabasca Basin which covers over 85 000 km2 in northern Saskatchewan and north eastern Alberta The saucer shaped basin contains a relatively undeformed and unmetamorphosed sequence of Mesoproterozoic clastic rocks known as the Athabasca These rocks lie unconformably on the basement rocks The basement rocks consist of Archean orthogneisses which are overlain by and structurally intercalated with the highly deformed supracrustal Palaeoproterozoic Wollaston Group
The RRW RRE and RRFE deposits occur in the basal part of the Wollaston Group of the WMTZ The basement is structurally complex comprising steeply dipping Wollaston Group rocks dominated by garnet and cordierite bearing pelitic gneisses with subordinate amounts of graphitic pelitic gneisses and psammopelitic to psammitic gneisses and rare garnetites The pelitic gneiss varies from equigranular to porphyroblastic in texture The porphyroblasts vary in size up to centimetre scale and normally comprise red almandine rich garnets when fresh The gneisses have been intruded by syn to post peak metamorphic felsic pegmatites granites and microgranites of Hudsonian age These rocks locally contain up to 400 ppm of primary uranium
Proximal to mineralization graphite in graphitic pelitic gneisses has been consumed by alteration and mineralization distal to mineralization the graphite appears to be discontinuous These two features may help explain the absence of basement hosted graphitic conductors at the Roughrider Project Hydrothermal calc silicate alteration of the orthogneisses is present locally The alteration is interpreted to be post peak metamorphism in age and is probably related to the introduction of the Hudsonian felsic rocks The sandstone and basement rocks have been subjected to several episodes of brittle deformation including the brittle reactivation of older ductile shear zones
Uranium deposits in the Athabasca Basin can be broadly subdivided into two styles unconformity hosted occurring at or above the unconformity and basement hosted The Roughrider Project is characterized by basement hosted mineralization which is typically hosted in faults often referred to as veins when hosting mineralization which must have been open to hydrothermal fluid flow at the time of mineralization and thus were likely active at some stage post basin formation Uranium mineralization at the Project is highly variable in thickness and style in all zones High grade uranium mineralization occurs primarily as structurally controlled medium to coarse grained semi massive to massive pitchblende with what has been termed worm rock texture and texturally complex redox controlled mineralization This high grade uranium mineralization is intimately associated locally with lesser amounts of red to orange coloured oxy hydroxillized iron oxides Yellow secondary uranium minerals probably uranophane are present locally as veinlets or void filling masses within the high grade primary mineralization
Lower grade mineralization occurs as either disseminated grains of pitchblende fracture lining or veins of pitchblende Galena occurs in a number of habits and is variably present associated with the uranium mineralization The lead is presumed to have formed from the radioactive decay of uranium Veinlets of galena are up to 5 mm thick and either crosscut massive pitchblende as anhedral masses less than 1 mm in size interstitial to the massive pitchblende or as fine grained sub millimetre scale disseminated flecks of galena omnipresent throughout mineralized drill core In all cases the galena appears to have formed later than the uranium mineralization
Mineralization is in general terms mono metallic uraninite in composition In the RRW deposit visible crystalline nickel cobalt sulph arsenides are present locally At the RRE and RRFE deposits the presence of nickel cobalt sulph arsenides is rare The exact relationship of these elements to uranium is variable and still unclear at this time However unlike many unconformity type uranium deposits in the Athabasca Basin variable amounts of copper mineralization are present within the Project deposits
The deposits of the Roughrider Project are interpreted to be Athabasca unconformity associated uranium deposits or some variant thereof Two end members of the unconformity associated uranium deposit model have been defined A sandstone hosted egress type model one example is the Midwest A deposit south of the Roughrider Project involves the mixing of oxidizing sandstone hosted brine with relatively reduced fluids from the basement in the sandstone Basement hosted ingress type deposits one example is the Rabbit Lake deposit formed by fluid rock reactions between an oxidizing sandstone brine and the local wall rock of a basement fault zone Both types of mineralization and associated host rock alteration occur at sites of basement sandstone fluid interaction where a spatially stable redox gradient or front was present Although either type of deposit can result in high grade pitchblende mineralization with up to 20 pitchblende they are not physically large
Egress type deposits tend to be polymetallic uranium nickel cobalt copper arsenic and typically follow the trace of the underlying graphitic pelite and associated faults along the unconformity Ingress type tend to be mono minerallic uranium deposits and can have more irregular structurally controlled geometry The RRW RRE and RRFE deposits at the Project are interpreted to be ingress types although minor sections of the RRW mineralization do extend above the unconformity and the mineralization is polymetallic compared to the RRE and RRFE deposits
The year over year change in the resources from FY 2024 to FY 2025 is that in the November 5 2024 TRS the estimated pounds in the indicated resource category have increased from 27 842 000 Lb U3O8 to 27 860 000 Lb U3O8 in FY 2025 an increase of 0 1 The pounds of U3O8 in the inferred category have decreased from 36 043 000 Lb U3O8 to 33 380 000 Lb U3O8 in Fy 2025 a decrease of 7 4 The decrease is largely the result of a revised mining plan for the project The current Mineral Resource Estimate for the Roughrider project is outlined in the following table
As of the date of this Annual Report other than routine litigation incidental to our business or as disclosed below we are not currently a party to any material pending legal proceedings that management believes would be likely to have a material adverse effect on our financial position results of operations or cash flows In addition there are no material pending legal proceedings to which any director officer affiliate or the Company beneficial owner of more than 5 of our common stock or any associate or any such director officer affiliate or security holder is i a party adverse to us or any of our subsidiaries in any legal proceeding or ii has an adverse interest to us or any of our subsidiaries
On or about March 9 2011 the TCEQ granted our Company s applications for a Class III Injection Well Permit Permit Area Authorization and Aquifer Exemption AE for our Goliad Project On or about December 4 2012 the EPA concurred with the TCEQ issuance of the AE permit With the receipt of this concurrence the final authorization required for uranium extraction our Goliad Project achieved fully permitted status On or about May 24 2011 a group of petitioners inclusive of Goliad County appealed the TCEQ action to the 250th District Court in Travis County Texas A motion filed by our Company to intervene in this matter was granted The petitioners appeal lay dormant until on or about June 14 2013 when the petitioners filed their initial brief in support of their position On or about January 18 2013 a different group of petitioners exclusive of Goliad County filed a petition for review with the Court of Appeals for the Fifth Circuit to appeal the EPA s decision On or about March 5 2013 a motion filed by our Company to intervene in this matter was granted The parties attempted to resolve both appeals to facilitate discussions and avoid further legal costs The parties jointly agreed through mediation initially conducted through the Fifth Circuit on or about August 8 2013 to abate the proceedings in the State District Court On or about August 21 2013 the State District Court agreed to abate the proceedings The EPA subsequently filed a motion to remand without vacatur with the Fifth Circuit wherein the EPA s stated purpose was to elicit additional public input and further explain its rationale for the approval In requesting the remand without vacatur which would allow the AE to remain in place during the review period the EPA denied the existence of legal error and stated that it was unaware of any additional information that would merit reversal of the AE We and the TCEQ filed a request to the Fifth Circuit for the motion to remand without vacatur and if granted to be limited to a 60 day review period On December 9 2013 by way of a procedural order from a three judge panel of the Fifth Circuit the Court granted the remand without vacatur and initially limited the review period to 60 days In March of 2014 at the EPA s request the Fifth Circuit extended the EPA s time period for review and additionally during that same period our Company conducted a joint groundwater survey of the site the result of which reaffirmed our previously filed groundwater direction studies On or about June 17 2014 the EPA reaffirmed its earlier decision to uphold the granting of our existing AE with the exception of a northwestern portion containing less than 10 of the uranium resource which was withdrawn but not denied from the AE area until additional information is provided in the normal course of mine development On or about September 9 2014 the petitioners filed a status report with the State District Court which included a request to remove the stay agreed to in August 2013 and to set a briefing schedule In that Status Report the petitioners also stated that they had decided not to pursue their appeal at the Fifth Circuit
A Class I renewal application for the Goliad Project disposal wells was received by the TCEQ on January 23 2020 and declared administratively complete on April 27 2020 The application went through technical review and on September 13 2022 the executive director of the TCEQ made a decision that the permit application met the requirements of the law On or around October 4 2022 petitioners in Goliad County requested a hearing and reconsideration on the renewal permits The TCEQ considered the requests on December 14 2022 during its open meeting and denied the petitioner s request for reconsideration but granted its request for hearing The TCEQ referred the application to the State Office of Administrative Hearing SOAH to discuss three issues i whether the permit application adequately characterizes the geology and identified and assessed faults in the vicinity of the proposed injections wells ii whether the draft permit provides for adequate monitoring of migration of injected fluids in the vicinity of the proposed injection wells and iii whether the location and design of the injection wells and pre injection facilities are adequate Closing statements were submitted by all parties to the SOAH Administrative Law Judges ALJs on February 5 2024 On April 10 2024 the ALJs made a recommendation to remand the matter to the executive director of the TCEQ for further examination stating the Company failed to meet its burden of proof The executive director via Executive Director s Exceptions to the Proposal for Decision PFD respectfully disagreed with the recommendation presented in the PFD to remand the application to the executive director for further consideration The executive director commented that the ALJ s PFD improperly broadened the scope of the refereed contested case hearing misapplied the application requirements in commission rule for providing geoscientific information mischaracterized the position of the executive director and prematurely imposed monitoring or corrective action requirements before the subject injection wells were drilled constructed and tested The TCEQ reissued the permits on September 4 2024 A Motion for Rehearing was filed on November 21 2024 No other information is available on the potential proceeding at this time We continue to believe that the pending appeal is without merit and that the Goliad Project remains fully permitted for uranium extraction The Company has had communications and filings with the Ministry of Public Works and Communications MOPC the mining regulator in Paraguay whereby the MOPC is taking the position that certain concessions forming part of the Company s Yuty Alto Parana and Colonel Oviedo Projects are not eligible for extension as to exploration or continuation to exploitation in their current stages While we remain fully committed to our development path forward in Paraguay we have filed certain applications and appeals in Paraguay to reverse the MOPC s position in order to protect the Company s continuing rights in those concessions
Pursuant to Section 1503 a of the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010 issuers that are operators or that have a subsidiary that is an operator of a coal or other mine in the United States and that is subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety and Health Act of 1977 the Mine Safety Act are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations orders and citations related assessments and legal actions and mining related fatalities During the fiscal year ended July 31 2025 UEC held both ISR and conventional mines Under U S regulation UEC s ISR Mines were not subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety Act but rather fall under oversight by the U S Occupational Safety and Health Administration OSHA
Shares of our common stock commenced trading on the OTC Bulletin Board under the symbol URME on December 5 2005 On September 28 2007 shares of our common stock commenced trading on the NYSE American formerly known as the American Stock Exchange the NYSE Amex Equities Exchange and the NYSE MKT under the symbol UEC The market for our common stock is limited and can be volatile
At July 31 2025 we had one equity compensation plan our 2024 Stock Incentive Plan the 2024 Plan Our 2024 Plan was ratified by our shareholders on July 16 2024 and thereby superseded and replaced our then 2023 Stock Incentive Plan the 2023 Plan having been ratified by our shareholders on July 20 2023 with all stock based compensation awards granted in accordance with our 2023 Plan and each of our preceding stock incentive plans being continued under our 2024 Plan and the 2024 Plan the 2023 Plan and all preceding stock incentive plans being collectively our Stock Incentive Plan herein
This figure represents i 4 594 207 outstanding stock options having a weighted average exercise price of 2 71 and a weighted average remaining term of 6 32 years ii 1 203 197 shares of our common stock underlying restricted stock units the RSUs and iii 2 217 957 shares of our common stock underlying performance based restricted stock units the PRSUs Shares of our common stock underlying PRSUs are included assuming maximum payout but may be paid out at lesser amounts or not at all depending on the achievement of performance criteria
Under our Stock Incentive Plan stock based awards are granted from a pool of available shares with i every share issuable pursuant to the exercise of a stock option or SAR counting as one share of our common stock and ii every share underlying restricted stock a RSU a PRSU or other right or benefit under our Stock Incentive Plan counting as two shares of our common stock under and from our Stock Incentive Plan
On May 24 2024 our Board of Directors authorized and approved the adoption of the Company s 2024 Plan under which an aggregate of 29 755 663 of our shares may be issued subject to adjustment as described in the 2024 Plan and which at that time consisted of i 6 970 941 shares issuable pursuant to awards previously granted that were outstanding under our 2023 Plan ii 16 784 722 shares remaining available for issuance under the 2023 Plan and iii 6 000 000 additional shares that may be issued pursuant to awards that may be granted under the 2024 Plan On July 16 2024 our shareholders approved the adoption of our 2024 Plan The 2024 Plan supersedes and replaces our most recent and prior equity compensation plan being the 2023 Plan
The purpose of our Stock Incentive Plan is to enhance our long term stockholder value by offering opportunities to our directors officers employees and eligible consultants to acquire and maintain stock ownership in order to give these persons the opportunity to participate in our growth and success and to encourage them to remain in our service
Our Stock Incentive Plan is administered by our Compensation Committee therein our Administrator which shall determine among other things i the persons to be granted awards under the Stock Incentive Plan each an Award to an Eligible Participant ii the number of shares or amount of other Awards to be granted and iii the terms and conditions of the Awards granted We may issue shares options stock appreciation rights RSUs PRSUs deferred stock units and dividend equivalent rights among others under our Stock Incentive Plan
An Award may not be exercised after the termination date of the Award and may be exercised following the termination of an Eligible Participant s continuous service only to the extent provided by the Administrator under the Stock Incentive Plan If the Administrator of our Stock Incentive Plan permits an Eligible Participant to exercise an Award following the termination of continuous service for a specified period the Award terminates to the extent not exercised on the last day of the specified period or the last day of the original term of the Award whichever occurs first In the event an Eligible Participant s service has been terminated for cause he or she shall immediately forfeit all rights to any of the Awards outstanding
The graph below compares the cumulative total stockholder return on our common stock assuming an investment of 100 and the reinvestment of all dividends if any for the years ended July 31 2021 through to July 31 2025 with i the cumulative total return on the shares of common stock of a current peer group index comprised of Cameco Corporation Centrus Energy Corp Comstock Resources Inc Denison Mines Corp Energy Fuels Inc Gulfport Energy Corporation Magnolia Oil Gas Corporation NexGen Energy Ltd NGEx Minerals Ltd Northern Oil and Gas Inc NuScale Power Corporation Oklo Inc and Vital Energy Inc collectively the Peer Group ii the cumulative total return on the shares of common stock of a previous peer group index comprised of Black Stone Minerals L P Cameco Corporation Comstock Resources Inc Denison Mines Corp Energy Fuels Inc Filo Corp Fission Uranium Corp Gulfport Energy Corporation Magnolia Oil Gas Corporation NexGen Energy Ltd NGEx Minerals Ltd Northern Oil and Gas Inc and Vital Energy Inc collectively the Previous Peer Group and iii the cumulative return on the Russell 3000 Index The change in Peer Group was made to address changes in the external market and to better reflect our Company s business
The following management s discussion and analysis of the Company s financial condition and results of operations 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 Annual Report for the fiscal year ended July 31 2025 including the consolidated financial statements and related notes contained herein 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 document Refer to Cautionary Note Regarding Forward Looking Statements and Item 1A Risk Factors herein
We utilize ISR mining for our uranium projects where possible which we believe when compared to conventional open pit or underground mining requires lower capital and operating expenditures with a shorter lead time to extraction and a reduced impact on the environment At July 31 2025 we had no uranium supply or off take agreements in place
In August 2024 we restarted uranium extraction at our fully permitted and past producing Christensen Ranch Mine ISR operation in Wyoming During Fiscal 2025 our initial production as part of ramp up yielded 103 545 pounds and 26 421 pounds of precipitated uranium and dried and drummed concentrate respectively at the end of such period We expect the ramp up phase will continue while new production areas are being constructed in 2025 and 2026 At the same time we have continued to advance our Roughrider and Burke Hollow Projects with resource expansions and development programs respectively Uranium recovered from the Christensen Ranch Mine ISR operation will be processed at our Irigaray CPP The Irigaray CPP is the hub central to our fully permitted ISR projects located in the Powder River Basin of Wyoming including our Christensen Ranch Mine Reno Creek and Ludeman Projects On October 16 2024 we received approval from the WDEQ Quality Uranium Recovery Program to increase the licensed production capacity at the Irigaray CPP to 4 0 million pounds of U3O8 annually
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 U3O8 annually and is licensed to process up to four million pounds of U3O8 annually acts as the central processing site the hub for our Palangana Mine and future satellite uranium mining activities such as our Burke Hollow Project located within the South Texas Uranium Belt the spokes
In 2022 we acquired a substantial portfolio of projects in Canada with the purchase of UEX and the Roughrider Project from a subsidiary of Rio Tinto The UEX portfolio consists of a mix of uranium deposits primarily focused on the Athabasca Basin uranium district in Saskatchewan Canada This includes interests in the Shea Creek Christie Lake Horseshoe Raven Millennium and Wheeler River Projects In addition to advancing its uranium development projects through its ownership interest in JCU UEX was advancing several other uranium deposits in the Athabasca Basin which include the Paul Bay Ken Pen and Ōrora deposits at the Christie Lake Project the Kianna Anne Colette and 58B deposits at its currently 49 1 owned Shea Creek Project and the Horseshoe and Raven deposits located on its 100 owned Horseshoe Raven Project The Roughrider Project is an exploration stage asset having been advanced by Rio Tinto over a decade of work The acquisition brought in an exploration stage high grade conventional asset into UEC s portfolio that along with the UEX acquisition begins to develop a critical mass of 100 owned resources in the Athabasca Basin to accelerate extraction and or production plans The two transactions provide a portfolio of medium to long term high grade conventional projects that complement our nearer term U S ISR assets
On November 7 2024 we filed an initial assessment TRS that includes an economic analysis and mineral resource estimate for our Roughrider Project located in Northern Saskatchewan Canada The economic analysis is included in a TRS titled S K 1300 Initial Assessment Report Roughrider Uranium Project Saskatchewan Canada issued on November 5 2024 and prepared for the Company by Tetra Tech Canada Inc Understood Mineral Resources Ltd Snowden Optiro Terracon Geotechnique Ltd and Clifton Engineering Group Inc in accordance with Item 1302 of S K 1300
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 again KUC and ii Wyoming Coal Resources Company again WCRC from Rio Tinto America Inc collectively again the Sweetwater Acquisition KUC and WCRC collectively own or hold the following major assets i the facilities equipment improvements and fixtures for the processing of uranium located in Sweetwater County Wyoming and related facilities and impoundments again the Sweetwater Plant ii the Red Desert Project a uranium project adjacent to the Sweetwater Plant and iii the Green Mountain Project a uranium project located 22 miles north of the Sweetwater Plant with two deposits that have potential for ISR mining and three deposits that are considered appropriate for conventional mining The consideration for the Sweetwater Acquisition was 175 4 million in cash plus acquisition related costs of 4 2 million
With the completion of the Sweetwater Acquisition in December 2024 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 footprints in Canada and in particular the Athabasca Basin in Saskatchewan 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
During Fiscal 2025 the Company increased its equity interests in Anfield TSX V AEC NASDAQ AEC Effective August 1 2025 Anfield completed a share consolidation on the basis of one 1 post consolidation common share for every seventy five 75 pre consolidation common shares As at July 31 2025 the Company owned 4 978 877 post consolidated common shares of Anfield representing approximately 31 8 of the outstanding common shares of Anfield on a non diluted basis and approximately 36 99 on a partially diluted basis after assuming the exercise of 1 283 639 post consolidated share purchase warrants of Anfield held by the Company
In September 2025 we announced the incorporation of UR C which is intended to pursue the feasibility of developing a new uranium refining and conversion facility in the U S The project will move forward contingent on several factors including completion and assessment of additional engineering and economic studies securing strategic government commitments utility contracts regulatory approvals and favorable market conditions The Company has begun initial discussions with the U S government state level energy authorities utilities and financial entities and will report further updates as these engagements advance
We also hold certain mineral rights in various stages in the States of Arizona New Mexico Texas and Wyoming and in Canada and in the Republic of Paraguay many of which are located in historically successful mining areas and have been the subject of past exploration and pre extraction activities by other mining companies
Our operating and strategic framework is to become a leading low cost North American focused uranium supplier based on expanding our uranium extraction activities which includes advancing certain uranium projects with established mineralized materials towards uranium extraction and establishing additional mineralized materials on our existing uranium projects or through acquisition of additional uranium projects
For Fiscal 2025 we recorded sales and service revenue of 66 84 million and realized gross profit of 24 48 million For Fiscal 2024 we recorded sales and service revenue of 0 22 million and realized gross profit of 0 04 million For Fiscal 2023 we recorded sales and service revenue of 164 39 million and realized gross profit of 49 67 million
Throughout Fiscal 2025 we continued ramping up mining activities at our Christensen Ranch Mine resulting in initial production of 103 545 pounds and 26 421 pounds of precipitated uranium and dried and drummed concentrate respectively as of the end of the period We expect the ramp up phase will continue while new production areas are being constructed in 2025 and 2026 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
During Fiscal 2025 we generated revenue of 66 84 million and achieved a gross profit of 24 48 million from sales of purchased uranium inventory The Company did not engage in any sales activities during Fiscal 2024 while sales of purchased uranium inventory totaled 163 95 million in Fiscal 2023 Variations in sales of purchased uranium inventory depend on our cash position prevailing market prices and the liquidity of the uranium market
During Fiscal 2025 salaries and management fees totaled 9 96 million compared to 7 71 million in Fiscal 2024 which was primarily the result of hiring additional mid level management and office personnel to support the Company s expansion and corporate wide salary increases to adjust for inflation and compared to 5 17 million in Fiscal 2023 The increase in salaries and managements fee in Fiscal 2024 from Fiscal 2023 was primarily due to corporate wide salary increases and the acquisition of UEX
During Fiscal 2025 office investor relations communications insurance and travel expenses totaled 7 00 million compared to 5 81 million during Fiscal 2024 primarily due to increased business activities and the expansion of our operations and compared to 6 80 million in Fiscal 2023 The decrease in these expenses in Fiscal 2024 compared to Fiscal 2023 was mainly attributable to lower corporate development investor relations and travel expenses
During Fiscal 2025 professional fees totaled 4 39 million compared to 3 34 million in Fiscal 2024 and 2 61 million in Fiscal 2023 Professional fees are comprised primarily of legal services related to regulatory compliance and legal affairs and for audit accounting and tax compliance services The overall increasing trend in professional fees is due to the growth in our business activities and the expansion of our operations and
During Fiscal 2025 stock based compensation expense totaled 6 02 million compared to 5 17 million during Fiscal 2024 and 5 42 million during Fiscal 2023 Stock based compensation includes the amortization of the fair value of stock options granted to optionees and the fair value of shares of the Company issued to directors officers employees and consultants of the Company under our Stock Incentive Plan The stock based compensation varies from year to year primarily as a result of changes in the amount of compensation shares and stock award expenses which were amortized on an accelerating basis resulting in more expenses being recorded at the beginning of the vesting period than at the end
During Fiscal 2025 depreciation amortization and accretion totaled 4 47 million compared to 2 18 million during Fiscal 2024 and 2 01 million during Fiscal 2023 The increase in Fiscal 2025 was primarily due to the increase of property plant and equipment and asset retirement obligations from the Sweetwater Acquisition
During Fiscal 2025 Fiscal 2024 and Fiscal 2023 we recorded a gain on dilution of ownership interest in Uranium Royalty Corp URC TSX URC NASDAQ UROY as a result of URC issuing more shares from its equity financing and exercises of warrants and or stock options which decreased our ownership interest in URC to 13 5 at July 31 2025 from 14 8 at July 31 2024 from 14 9 at July 31 2023 and from 15 5 at July 31 2022
During Fiscal 2025 we recognized a realized loss of 14 37 million from the disposition of certain equity securities with the remaining loss attributable to the revaluation of equity securities at the year end In Fiscal 2024 and Fiscal 2023 substantially all fair value gain or loss on equity securities were attributable to year end revaluation at market values
In connection with the UEX Acquisition we issued replacement warrants each a Replacements Warrant 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 July 31 2025 all Replacement Warrants had been either exercised or expired A gain of 1 71 million and 3 29 million on revaluation of derivative liabilities was recorded in Fiscal 2025 and Fiscal 2023 due to the decrease in time value of the Replacement Warrants During Fiscal 2024 we recorded a loss of 8 23 million primarily due to changes in our share price
We have a history of operating losses resulting in an accumulated deficit balance since inception We had an accumulated deficit balance of 406 56 million as at July 31 2025 During Fiscal 2025 net cash used in operating activities totaled 64 46 million Furthermore we may not achieve and maintain profitability or develop positive cash flow from our operations in the near term
Historically we have been reliant primarily on equity financings from the sale of our common stock 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 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 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
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
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 Annual Report is issued Our continuation as a going concern for a period beyond those 12 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
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
On May 17 2021 we filed a Form S 3 shelf registration statement under 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 2021 ATM Offering covering the offering issuance and sale of up to a maximum offering of 100 million as part of the 200 million under the 2021 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 the ATM Managers 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 ATM Managers selected by us
On November 26 2021 we filed a prospectus supplement to our 2021 Shelf with respect to the continuation of the 2021 ATM 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 2021 ATM Offering and together with the May 2021 ATM 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 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
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 the 2022 ATM Offering Agreement under which we may from time to time sell shares of our common stock having an aggregate offering price of up to 300 million through the ATM Managers selected by us
On December 20 2024 we filed a prospectus supplement to our 2022 Shelf the 2024 ATM Offering under which we may from time to time sell shares of our common stock having an aggregate offering price of up to 300 million pursuant to an at the market offering agreement the 2024 ATM Offering Agreement we have with Goldman Sachs Co LLC and certain co managers the 2024 ATM Managers Under the 2024 ATM Offering Agreement we may from time to time sell shares of our common stock through the 2024 ATM Managers selected by us
During Fiscal 2025 we issued 41 764 036 shares of the Company s common stock under the 2022 ATM Offering and 2024 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 and 2024 ATM Managers
During Fiscal 2025 net cash used in operating activities totaled 64 46 million which was primarily related to mineral property expenditures of 66 06 million G A expenses excluding stock based compensation of 21 25 million and changes in operating assets and liabilities partially offset by a gross profit from the sale of purchased uranium inventory of 24 48 million
During Fiscal 2023 we recorded net cash provided by operating activities of 72 57 million The positive cash flow was primarily driven by the gross profit of 49 67 million a decrease in our inventory balance of 60 36 million and was partially offset by operating expenditures such as mineral property expenditures and G A expenses
During Fiscal 2025 net cash provided from financing activities totaled 284 84 million from net cash of 287 51 million from our 2022 ATM Offering and 2024 ATM Offering and the exercises of stock options and share purchase warrants offset by payments of 2 67 million for tax withholding amounts related to the issuance of options RSU and PRSU shares
During Fiscal 2024 net cash provided from financing activities totaled 173 08 million from net cash of 176 71 million from our 2022 ATM Offering and the exercises of stock options and share purchase warrants offset by payments of 3 63 million for tax withholding amounts related to the issuance of options RSU and PRSU shares
During Fiscal 2023 net cash provided from financing activities totaled 65 42 million primarily from net cash of 66 53 million from our ATM Offerings and the exercises of stock options and share purchase warrants offset by payments of 1 04 million for tax withholding amounts related to the issuance of RSU and PRSU shares
During Fiscal 2025 net cash used for investing activities totaled 157 03 million primarily comprised of cash used for the acquisition of Sweetwater Assets of 179 60 million purchase of property plant and equipment of 5 48 million the purchase of equity securities and an additional interest in Anfield for a total of 25 70 million capital contributions to JCU of 0 54 million investment in mineral rights and properties of 0 22 million partially offset by cash proceeds of 54 44 million from the sale of equity securities
During Fiscal 2024 net cash used for investing activities totaled 24 64 million primarily comprised of cash used for investment in equity securities of 12 12 million the purchase of an additional interest in URC of 9 24 million capital contributions to JCU of 2 88 million investment in mineral rights and properties of 1 44 million and the purchase of property plant and equipment of 1 99 million offset by cash proceeds of 3 01 million from the sale of equity securities
During Fiscal 2023 net cash used for investing activities totaled 124 78 million primarily comprised of net cash used for the acquisition of the Roughrider Project of 82 12 million investment in equity securities of 47 19 million capital contributions to JCU of 1 42 million investment in mineral rights and properties of 0 10 million and the purchase of property plant and equipment of 0 56 million offset by cash received as a result of the acquisition of UEX of 1 98 million
As at July 31 2025 the Company had 4 594 207 stock options outstanding at a weighted average exercise price of 2 71 per share and 159 091 share purchase warrants outstanding at a weighted average exercise price of 4 13 per share As at July 31 2025 the Company had 4 527 875 in the money stock options outstanding at a weighted average exercise price of 2 62 per share and 159 091 in the money share purchase warrants outstanding at a weighted average exercise price of 4 13 per share As at July 31 2025 outstanding in the money stock options and share purchase warrants represented a total of 4 686 966 shares issuable for gross proceeds of approximately 12 52 million should the stock options and the share purchase warrants be exercised in full The exercise of these stock options and share purchase warrants is at the discretion of their respective holders and accordingly there is no assurance that any of these stock options or share purchase warrants will be exercised in the future
In August 2024 we restarted uranium extraction at our fully permitted and past producing Christensen Ranch Mine ISR operation in Wyoming We expect the ramp up phase will continue while new production areas are being constructed in 2025 and 2026 We will hire additional personnel for future wellfield development and expand extraction at the Christensen Ranch Mine and Burke Hollow Project in Fiscal 2026 Our Palangana Mine is expected to continue being operated at a reduced pace including the deferral of major pre extraction expenditures and to remain in a state of operational readiness In addition we will continue the construction of ion exchange facility and production area at our Burke Hollow along with the drilling program at Roughrider Projects as well as carry out additional exploration activities as required on our remaining project portfolio
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 We have identified the accounting estimates listed below as critical to understanding and evaluating the financial results reported in our consolidated financial statements These accounting estimates require the application of significant management judgment and are critical due to the significant level of estimation uncertainty regarding the assumptions involved and the magnitude of the asset liability revenue or expense being reported We base our assumptions and estimates on historical experience and various other sources that we believe to be reasonable under the circumstances We review the underlying factors used in our estimates regularly including reviewing the significant accounting policies impacting the estimates to ensure compliance with U S GAAP However due to the uncertainty inherent in our estimates actual results may materially differ from the estimates we calculate due to changes in circumstances global economics and politics and general business conditions For a complete summary of all of our significant accounting policies refer to Note 2 Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements as presented under Item 8 Financial Statements and Supplementary Data herein
We have established the existence of mineralized materials for certain uranium projects including our Palangana Mine and Christensen Ranch Mine our ISR Mines and our Red Desert Green Mountain Roughrider and Christie Lake Projects We have not established proven or probable reserves as defined by S K 1300 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 have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in situ recovery 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 should not 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
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 be no 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
We recognize and measure the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date An income market or cost valuation method may be utilized to estimate the fair value of the assets acquired and liabilities assumed if any in a business combination or asset acquisition 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
For business combination subsequent to the acquisition date and not later than one 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 did not exist as of the date of the acquisition will be recorded in the period the adjustments arises
Long lived assets including mineral rights 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 may not be recoverable Management applies judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable giving rise to the requirement to conduct an impairment test Circumstances which could trigger an impairment test include but are not limited to i significant decreases in the market price of the asset ii 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 iii significant increase in reclamation costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset iv 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 v current expectation that the asset will more likely than not 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
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 each an ARO 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
AROs 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 AROs are estimated based on the current costs escalated at an inflation rate and discounted at a credit adjusted risk free rate The AROs are capitalized as part of the costs of the underlying assets and amortized over its remaining useful life The AROs 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 AROs when incurred Any difference between the recorded AROs and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement
We measure stock based awards at fair value on the date of the grant and expense the Awards in our Consolidated Statements of Operations and Comprehensive Loss 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 RSUs is determined using the share price of the Company at the date of grant The fair value of PRSUs is determined using a Monte Carlo Simulation Model Stock based compensation expense related to stock awards is recognized over the requisite service period on a graded vesting basis Forfeitures are accounted for as they occur
We are subject to market risk related to the market price of our common stock which trades on the NYSE American Historically we have relied upon equity financings from the sale of our common stock to fund our operations Movements in the price of our common stock have been volatile in the past and may continue to be volatile in the future As a result there is a risk that we may not be able to complete an equity financing at an acceptable price when required
In addition we have investment in equity securities which are common shares and warrants of publicly listed companies Movements in the price of these equity securities have been volatile in the past and may continue to be volatile in the future With all other variables held constant the Company s loss before income taxes would decrease or increase by 2 85 million if the price of these equity securities increase or decrease by 10
We are subject to market risk related to the market price of uranium As at July 31 2025 we had no uranium supply or off take agreements in place Since future sales of uranium concentrates are expected to generally occur through the uranium spot market fluctuations in the market price of uranium would have a direct impact on our revenues results of operations and cash flows We do not use derivative financial instruments for speculative trading purposes nor do we hedge our uranium price exposure to manage our uranium price risk
We are subject to market risk related to foreign currency exchange rate fluctuations Our functional currency is the United States dollar however a portion of our business is transacted in other currencies including the Canadian dollar and the Paraguayan Guarani To date these fluctuations have not had a material impact on our results of operations
Our management with the participation of our Principal Executive Officer and Principal Financial Officer has evaluated the effectiveness of our disclosure controls and procedures as such term is defined in Rules 13a 15 e and 15d 15 e under the Exchange Act as of the end of the period covered by this Annual Report Based on such evaluation our Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this Annual Report our disclosure controls and procedures were effective
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as required by Sarbanes Oxley SOX Section 404 a The Company s internal control over financial reporting is a process designed under the supervision of the Company s Principal Executive Officer and Principal Financial Officer and effected by the Company s Board of Directors management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company s consolidated financial statements for external purposes in accordance with United States generally accepted accounting principles Due to its inherent limitations internal control over financial reporting may not prevent or detect misstatements on a timely basis Also projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
As at July 31 2025 management assessed the effectiveness of the Company s internal control over financial reporting based on the criteria set forth in Internal Control Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission Based on that evaluation the Company s management concluded that as of July 31 2025 the Company s internal control over financial reporting was effective
There have been no changes in our internal control over financial reporting as defined in Rules 13a 15 f and 15d 15 f under the Exchange Act that occurred during the fourth fiscal quarter for the fiscal year ended July 31 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting
During our fourth quarter ended July 31 2025 none of our directors or executive officers adopted modified or terminated any contract instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 1 c or any non Rule 10b5 1 trading arrangement as defined in Item 408 c of Regulation S K
Amir Adnani Amir Adnani is a founder of Uranium Energy Corp and has served as President Chief Executive Officer and a director since January 2005 Under his leadership the Company has developed into the largest diversified North American focused uranium company with low cost In Situ Recovery ISR uranium projects in the U S and high grade conventional projects in Canada In the U S UEC controls the largest portfolio of fully permitted ISR projects anchored by three operational processing plants in Wyoming and Texas In Canada UEC controls one of the largest portfolios of exploration and development holdings in the prolific Athabasca basin including the world class 100 owned Roughrider Project
Mr Adnani serves on the World Nuclear Association board of management contributing to governance policy and strategy development Mr Adnani has represented the industry in key world forums and has given a variety of presentations at prominent industry conferences organized by the International Atomic Energy Agency World Nuclear Fuel Market and the Milken Institute He is a frequent contributor to the business media including CNBC The Wall Street Journal Bloomberg and Fox Business News
Mr Adnani is the founder and Co Chairman of GoldMining Inc a publicly listed gold acquisition and development company and is the Chairman of URC the first and only publicly listed royalty company in the uranium sector Mr Adnani is also a founder of Gold Royalty Corp a publicly listed gold royalty company where he served as a director from November 2020 to March 2023
Spencer Abraham Spencer Abraham has served as Chairman non executive of our Board of Directors since March 2017 Mr Abraham served as Executive Chairman from October 2015 to March 2017 and as the Chairman of our Advisory Board from December 2012 to October 2015 Mr Abraham is the Chairman and Chief Executive Officer of The Abraham Group LLC an international strategic consulting firm based in Washington D C President George W Bush selected Mr Abraham as the tenth Secretary of Energy of the United States in 2001 During his tenure at the Energy Department from 2001 to 2005 Mr Abraham developed policies and regulations to ensure the nation s energy security was responsible for the U S Strategic Petroleum Reserve oversaw domestic oil and gas development policy and nuclear energy policy developed relationships with international governments including members of the Organization of the Petroleum Exporting Countries and led the landmark nuclear nonproliferation HEU program between the United States and Russia Mr Abraham served as a United States Senator for the State of Michigan from 1995 to 2001 At a time when the Trump Administration and U S Congress are considering significant issues pertaining to the U S uranium mining sector Mr Abraham s expertise in the public policy arena is especially valuable and he is very actively involved in working with the Company to address these matters
Mr Abraham has served as a director of Two Harbors Investment Corp NYSE TWO since May 2014 as a director of PBF Energy Inc NYSE PBF since October 2012 and as a director of NRG Energy Inc NYSE NRG since December 2012 Mr Abraham served as a director of GenOn Energy Inc from January to December 2012 when it was acquired by NRG Energy Inc Previously Mr Abraham served as a director of Occidental Petroleum Corporation NYSE OXY from 2005 to May 2020 as the U S Chairman of Areva Inc the North American subsidiary of Areva and on the boards of several other public and private companies
We believe that Mr Abraham s extensive experience in the energy sector including directing key aspects of energy strategy as Secretary of Energy of the United States from 2001 to 2005 and as a board member of various public companies in the oil gas and power sectors qualifies him to serve as the Chairman non executive of our Board
David Kong David Kong has served on our Board of Directors since January 2011 and served as our lead independent director from June 2016 to May 2024 Mr Kong serves as Chairperson of our Audit Committee and is a member of our Compensation Committee our Corporate Governance and Nominating Committee and our Sustainability Committee Mr Kong has also served as a director of GoldMining Inc a public company listed on the Toronto Stock Exchange the TSX and the NYSE American since October 2010 as a director of Silvercorp Metals Inc a public company listed on the TSX and the NYSE American from November 2011 to September 2023 and as a director of New Pacific Metals Corp a public company listed on the TSX and the NYSE American from November 2010 to December 2022
Mr Kong holds a Bachelor in Business Administration and earned his Chartered Accountant designation CPA CA in British Columbia Canada in 1978 Mr Kong was a partner at Ellis Foster Chartered Accountants from 1981 to 2004 before merging with EY formerly Ernst Young LLP Chartered Professional Accountants in 2005 where he was a partner until 2010 Mr Kong is a certified director ICD D of the Institute of Corporate Directors
Vincent Della Volpe Vincent Della Volpe has served on our Board of Directors since July 2007 and also serves as Chairperson of our Compensation Committee and is a member of our Audit Committee and our Corporate Governance and Nominating Committee Mr Della Volpe has served as a professional money manager for over 35 years including as a senior portfolio manager of pension funds for Honeywell Corporation and as Senior Vice President of the YMCA Retirement fund in New York Throughout his career Mr Della Volpe has particularly focused on the management of energy and utility equity portfolios and he also has experience managing venture capital investments Mr Della Volpe holds a Bachelor of Arts in Accounting and an MBA in finance both from Seton Hall University
Gloria Ballesta Gloria Ballesta has served on our Board of Directors since July 2018 and also serves as Chairperson of our Corporate Governance and Nominating Committee and is a member of our Audit Committee our Compensation Committee and our Sustainability Committee Ms Ballesta has served as the Chief Executive Officer of Camglo Management SAS a private company providing software security solutions since December 2023 and serves as a director of GoldMining Inc a public company listed on the TSX and the NYSE American since August 2010 Ms Ballesta served as the Chief Executive Officer of Content Mode SAS a contact center based in Colombia from January 2016 to December 2023 Ms Ballesta has experience managing administrative and compliance procedures for spin offs take overs and financings of various public companies Ms Ballesta holds an LLB Hons from the CEU Cardenal Herrera University in Spain and a Master s degree in Marketing and Business Management from ESIC School of Business in Spain
Trecia Canty Trecia Canty has served on our Board of Directors since March 2023 and also serves as Chairperson of our Sustainability Committee Ms Canty has over 25 years of experience in finance strategic transactions corporate governance compliance enterprise risk and ESG and has extensive energy industry experience including exploration and production public utilities pipelines and related businesses in the United States and Canada Since 2015 Ms Canty has served as the Senior Vice President General Counsel and Corporate Secretary and a member of the Executive Committee of PBF Energy Inc NYSE PBF a Fortune 200 company that is one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels heating oil petrochemical feedstocks lubricants and other petroleum products in the United States Ms Canty is a graduate of Dartmouth College and received a Master s degree in Public Affairs from Princeton University s School of International and Public Affairs and a Juris Doctor from Columbia University s School of Law
Josephine Man Josephine Man has served as our Chief Financial Officer Treasurer and Secretary since October 2024 Ms Man has over 28 years of experience in financial reporting corporate finance mergers and acquisitions and risk management Previously from 2018 to 2025 Ms Man served as Chief Financial Officer of URC where she was responsible for leading all finance functions and risk management and served as Corporate Secretary from 2024 to 2025 and from 2019 to 2023 From 2020 to 2022 Ms Man served as Chief Financial Officer of Gold Royalty Corp a public company listed on the NYSE American From 2010 to 2013 Ms Man was an audit partner with Ernst Young LLP in Vancouver Ms Man is a Chartered Professional Accountant Certified Public Accountant Washington and Certified Public Accountant Hong Kong Ms Man holds a Bachelor of Business Administration from Simon Fraser University and a Master of Business Administration from the University of British Columbia
Scott Melbye Scott Melbye has served as our Executive Vice President since September 2014 Mr Melbye is a 42 year veteran of the nuclear energy industry having held key leadership positions in major global uranium mining companies and various industry organizations He has passionately promoted the growth and competitiveness of the nuclear fuel cycle in supporting nuclear power as a clean affordable and reliable source of energy to meet the world s ever expanding needs
As our Executive Vice President Mr Melbye is responsible for the uranium marketing and sales function and is a key contributor towards the achievement of the Company s strategic growth objectives Mr Melbye currently serves as the Chief Executive Officer President and a director of URC Previously Mr Melbye served as the Vice President Commercial at Uranium Participation Corporation now Sprott Physical Uranium Trust from 2014 to 2018 and concurrently served as an advisor to the Chairman of Kazatomprom the world s leading uranium producer in Kazakhstan guiding their business transformation process as it related to marketing and sales strategy Through June 2014 Mr Melbye was Executive Vice President Marketing for Uranium One responsible for global sales activities where he expanded that company s forward book particularly in the emerging markets of the United Arab Emirates and China He also supported the global investor relations efforts of the Chief Executive Officer during the time that Uranium One was publicly traded on the TSX
Prior to this Mr Melbye spent 22 years with the Cameco Group of companies both at their Saskatoon head office and with their U S subsidiaries He most recently served as President of Cameco Inc the subsidiary responsible for managing that company s world wide uranium marketing and trading activities achieving annual sales exceeding 30 million pounds U3O8 through established relationships with most global nuclear utilities Mr Melbye s previous experience includes uranium brokerage and trading at Nukem Inc in New York and nuclear fuel procurement at the Palo Verde Nuclear Generating Station in Arizona
Mr Melbye is currently the President of the Uranium Producers of America UPA The UPA is the domestic mining organization that advocates for U S Government policies supportive of national energy and security and interests of a strong and competitive American uranium industry He is also a past Chair of the Board of Governors of the World Nuclear Fuel Market Mr Melbye is a frequent speaker at nuclear industry conferences and has participated in numerous high level United States and Canadian trade missions to markets such as Central Europe China India United Arab Emirates and Mexico Mr Melbye has provided expert testimony before the U S House Oversight Committee on Department of Energy inventory dispositions and the U S Senate Energy and Natural Resources Committee on regaining American nuclear leadership and foreign critical minerals dependency In addition he testified before the U S International Trade Commission on uranium imports from Kazakhstan following the dissolution of the Soviet Union Mr Melbye received a Bachelor of Science in Business Administration with degree specialization in International Business from Arizona State University in 1984
Brent Berg Brent Berg has served as our Senior Vice President U S Operations since March 2024 Mr Berg is a highly qualified mining and mineral processing professional with over 28 years of experience in the minerals industry including more than 22 years in uranium production in the U S and Canada Mr Berg is the former President of Cameco Resources where he led Cameco s U S uranium ISR operations in Wyoming and Nebraska This experience included management and oversight of Cameco s ISR facilities and the successful start up and operation of its North Butte satellite ISR operation in Wyoming Under his management U S production reached over 2 6 million pounds prior to Cameco curtailing production due to market conditions Mr Berg also has extensive open pit and underground mining experience including Cameco s Key Lake McArthur River and Rabbit Lake operations
Most recently Mr Berg was the President and Chief Executive Officer of Rare Element Resources Ltd where he was responsible for overall day to day management and operation of that company including its strategic financial and operational leadership Mr Berg is a Professional Engineer with a B A Sc in Regional Environmental Systems Engineering from the University of Regina and an MBA from the University of Regina In 2023 Mr Berg completed a Master of Legal Studies Magna Cum Laude from the University of Arizona with a focus on mining law and policy
Directors who have experience serving on mining company boards in senior leadership roles at mining companies and or technical expertise in one or more of the following areas production mine operations mine development exploration project development and mergers and acquisitions bring an understanding of our business and oversight of strategy
Directors who have experience serving on other public company boards bring knowledge of the operation of the board and relationships between the board the chief executive officer and other senior management insights on key issues agenda setting risk oversight corporate governance executive compensation and operational and compliance related matters
Directors who have past professional experience in finance or accounting and a requisite professional certification in accounting or experience serving as a chief executive officer chief financial officer or as another senior officer with financial oversight responsibilities or experience serving on other public company audit committees bring an understanding of financial oversight responsibilities required to oversee our financial reporting and internal control functions
Our Board of Directors has established an Audit Committee that operates under a written charter approved by our Board of Directors Our Audit Committee has been structured to comply with Rule 10A 3 under the Exchange Act Our Audit Committee is comprised of David Kong Vincent Della Volpe and Gloria Ballesta all of whom meet the audit committee member independence standards of the NYSE American Mr Kong is the Chairperson of the Audit Committee Our Board of Directors has determined that Mr Kong satisfies the criteria for an audit committee financial expert under Item 407 d 5 of Regulation S K of the rules of the SEC
We have adopted a Code of Conduct for Directors Officers and Employees the Code that applies to all directors and officers The Code describes the legal ethical and regulatory standards that must be followed by our directors officers and employees and sets forth high standards of business conduct applicable to each of them As adopted the Code sets forth written standards that are designed to deter wrongdoing and to promote among other things
We have established a Corporate Governance and Nominating Committee that operates under a written charter approved by our Board of Directors The Corporate Governance and Nominating Committee is comprised of Gloria Ballesta Vincent Della Volpe and David Kong Ms Ballesta is the Chairperson of the Corporate Governance and Nominating Committee All of the members of the Corporate Governance and Nominating Committee qualify as independent directors under the listing standards of the NYSE American
The Corporate Governance and Nominating Committee is responsible for developing an appropriate approach to corporate governance issues and compliance with governance rules The Corporate Governance and Nominating Committee is also mandated to plan for the succession of our Company including recommending director candidates review of Board of Director procedures size and organization and monitoring of senior management with respect to governance issues
The Corporate Governance and Nominating Committee identifies individuals believed to be qualified to become directors and recommends individuals to fill vacancies There are no minimum qualifications for consideration for nomination to be our director The Corporate Governance and Nominating Committee assesses all nominees using generally the same criteria In nominating candidates the Corporate Governance and Nominating Committee takes into consideration such factors as it deems appropriate including skills knowledge experience and personal character as well as the needs of the Company
Our Board of Directors believes that wider perspectives and best practices learned by directors serving in other public directorships must be balanced against the time commitment that service on boards entails Therefore we have adopted a Director Time Commitments Policy the Director Time Commitments Policy The Director Time Commitments Policy provides that our non executive Chairman and if applicable lead independent director shall be limited to serving on four public company boards including our Board of Directors excluding private companies and other non public companies Our Corporate Governance and Nominating Committee evaluates on at least an annual basis the outside director time commitments of our non executive Chairman and if applicable lead independent director Our Director Time Commitments Policy can be viewed on our website at www uraniumenergy com All of our directors are in compliance with the Director Time Commitments Policy as of the filing date of this Annual Report
The Sustainability Committee is responsible for oversight of sustainability including environmental social health and safety matters The Sustainability Committee is mandated to oversee our framework for the development of environmental social health and safety policies and programs and performance thereunder The Sustainability Committee reports regularly to our Board of Directors
Our Board of Directors has adopted a written Diversity Policy the Diversity Policy that sets out our approach to diversity including gender on our Board of Directors and among our executive officers The Corporate Governance and Nominating Committee and our Board of Directors aim to attract and maintain directors and an executive team that have an appropriate mix of diversity skill and expertise
Pursuant to the Diversity Policy all Board of Directors and executive officer appointments will be based on merit and the skill and contribution that the candidate is expected to bring to our Board of Directors and the executive team with due consideration given to the benefits of diversity Pursuant to the Diversity Policy when considering the composition of and individuals to nominate or hire to our Board of Directors and the executive team the Corporate Governance and Nominating Committee and our Board of Directors as applicable shall consider diversity from a number of aspects and including but not limited to gender age ethnicity cultural diversity education experience skills thought perspectives personal qualities and attributes and geographic profiles In addition when assessing and identifying potential new members to join our Board of Directors or the executive team the Corporate Governance and Nominating Committee and our Board of Directors as applicable considers the current level of diversity on our Board of Directors and the executive team
The Corporate Governance and Nominating Committee and our Board of Directors are responsible for developing measurable objectives to implement the Diversity Policy and to measure its effectiveness The Corporate Governance and Nominating Committee meets annually or otherwise as applicable to consider whether to set targets based on diversity for the appointment of individuals to our Board of Directors or the executive team recognizing that notwithstanding any targets set in any given year the selection of diverse candidates will depend on the pool of available candidates with the necessary skills knowledge and experience
As at the date of this Annual Report the members of our Board of Directors identify as 50 racially diverse 50 White 17 Asian 17 Hispanic 17 Black 67 ethnically diverse and 33 female Our executive officers identify as 50 ethnically diverse and 25 female Our Board of Directors believes that having directors with diverse backgrounds and experiences can enhance the effectiveness of our Board of Directors and our long term performance
The Corporate Governance and Nominating Committee considers nominees recommended by stockholders if such recommendations are made in writing to the Corporate Governance and Nominating Committee and evaluates nominees for election in the same manner whether the nominee has been recommended by a stockholder or otherwise
To our knowledge and other than as disclosed in this Annual Report there are currently no known existing or potential conflicts of interest among us our promoters directors and officers or other members of management or any proposed director officer or other member of management as a result of their outside business interests except that certain of the directors and officers serve as directors and officers of other companies and therefore it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies
Section 16 a of the Exchange Act requires our directors and officers and the persons who beneficially own more than 10 of our common stock to file reports of ownership and changes in ownership with the SEC Copies of all filed reports are required to be furnished to us pursuant to Rule 16a 3 promulgated under the Exchange Act Based solely on the reports received by us and on the representations of the reporting persons we believe that all such reports were timely filed during Fiscal 2025 within two business days as required by the SEC
Amir Adnani serves as our President and Chief Executive Officer and Spencer Abraham serves as our independent Chairman non executive Our Board of Directors takes an active role in risk oversight Our executive officers report any significant risks that come to their attention to our Board of Directors Our Audit Committee reviews significant financial and enterprise risks and reports them to our Board of Directors as well
Our Board of Directors has adopted an updated Insider Trading Reporting and Blackout Policy which governs the purchase sale and or other dispositions of securities by directors officers and employees of the Company and its subsidiary companies that are designed to promote compliance with insider trading laws and rules and regulations as part of the Company s commitment to ethical and lawful business conduct Since the adoption of our Insider Trading Reporting and Blackout Policy the policy administrator has not granted any such exemptions to the policy s general prohibition on hedging or pledging While the Company is not subject to the Insider Trading Reporting and Blackout Policy the Company does not trade in its securities when it is in possession of material nonpublic information as defined herein other than pursuant to previously adopted Rule 10b5 1 trading plans
Our Board of Directors has established a Compensation Committee that operates under a written charter approved by our Board of Directors The Compensation Committee is comprised of Vincent Della Volpe David Kong and Gloria Ballesta Mr Della Volpe is the Chairperson of the Compensation Committee All of the members of the Compensation Committee meet the compensation committee independence standards of the NYSE American Our Board of Directors has determined that none of the Compensation Committee members have any material business relationships with the Company The independence of the Compensation Committee members is re assessed regularly by the Company
Since May 2012 consistent with good governance practices the Compensation Committee retains on an annual basis an independent compensation advisor to provide advice on the structure and levels of compensation for our executive officers and directors and to undertake a comprehensive review of our incentive plans In Fiscal 2025 the Compensation Committee retained Global Governance Advisors GGA to provide independent compensation advice to the Compensation Committee and to our Board of Directors GGA is an internationally recognized independent advisory firm that provides counsel to boards of directors on matters relating to executive compensation and governance and has significant experience in the mining sector GGA is retained to continually review the compensation levels for our executive officers and directors and short and long term incentive plans and to evaluate and make recommendations based on competitive market trends on our overall executive and director compensation philosophy objectives and approach
We recognize that people are our primary asset and our principal source of establishing a competitive advantage In order to recruit motivate and retain the most qualified individuals as senior executive officers we strive to maintain an executive compensation program that is competitive in the mining industry which is a competitive global labor market
The Compensation Committee s objective is to establish a compensation program that is designed to align with industry trends and attract and retain the best available talent while efficiently utilizing available resources These objectives are achieved primarily through base compensation and equity compensation designed to be competitive with comparable companies and to align management s compensation with the long term interests of stockholders In determining executive management s compensation the Compensation Committee also takes into consideration our performance and financial condition
In Fiscal 2025 the Compensation Committee commissioned a Peer Group review from GGA as part of a competitive compensation market update review of executive and director compensation in order to stay abreast of changes in the external market and to ensure that we continued to benchmark compensation with appropriate market comparators In addition to external market trends the Compensation Committee considered the complexity of our operations and the range of size of several of the appropriate comparable companies and with the GGA Recommendations provided to them revised the Peer Group from the prior year to address changes in the external market and to better reflect our business The Peer Group remained relatively consistent with the prior year and included uranium and precious metals mining and oil and gas companies publicly traded on major North American exchanges of similar size to us primarily from a market capitalization perspective but also considering other factors such as revenue and total assets The Peer Group was used by the Compensation Committee to establish the compensation levels for our executive officers and our directors
In Fiscal 2025 with the GGA Recommendations our compensation philosophy aimed to align both our executive officers and directors compensation around the median of the Peer Group At the time of the Peer Group review we were positioned at the 35th percentile on a market capitalization basis and at the 39th percentile on a total assets basis compared with the Peer Group
The peers removed from the Peer Group were linked to changes in the external market or reflected the increased scale and complexity of our operations The peers added to the Peer Group were approved on the merit of industry sector relevance where we are directly competing for talent operations and size Overall adjustments made for the Peer Group were completed to address our operational and overall year over year total asset growth When examining peer alternatives a balanced approach that examined shareholder and other uranium mining company peer groups was used to ensure that the Peer Group aligned within market norms
Base compensation is the foundation of the compensation program and is intended to compensate competitively relative to comparable companies within our industry and the marketplace where we compete for talent Base compensation is a fixed component of the compensation program and is used as the base to determine elements of incentive compensation and benefits
Our short term incentive plan the STIP is a variable component of compensation and has the objective of motivating the executive officers to achieve corporate objectives over a one year period and to provide a means to reward the achievement of corporate milestones and fulfillment of our annual business plan The STIP provides an opportunity for an annual cash payout based on performance relative to the achievement of corporate and individual performance goals and metrics The STIP has a maximum payout opportunity which is 200 of each executive officer s target STIP
The Compensation Committee establishes STIP performance goals metrics weightings and targets in the first quarter of each fiscal year Each of our executive officers has a target STIP set as a percentage of their base compensation each a Target Award with payouts based on a performance multiplier dependent on corporate and individual performance The performance multiplier and payouts achieved can range between 0 and 200 of each Target Award No payout is awarded if the Compensation Committee deems that performance goals were not achieved To determine Target Awards our Compensation Committee considers the breadth scope and complexity of each executive officer s role internal equity and whether the executive officer s incentive compensation is competitive relative to similarly situated executives at companies in our Peer Group
The Compensation Committee establishes a performance scorecard in the first quarter of each fiscal year that sets out performance goals and metrics to guide and motivate the executives to execute on our strategy At the end of each fiscal year the Compensation Committee evaluates actual performance relative to the performance goals and metrics and recommends to our Board of Directors the payment of STIP awards The Compensation Committee and our Board of Directors may exercise discretion to pay cash bonuses outside of the STIP and to not pay STIP awards even if performance awards are earned
In the first quarter of Fiscal 2025 the Compensation Committee selected performance goals and metrics within a performance scorecard At the end of Fiscal 2025 the Compensation Committee evaluated the performance achieved relative to the performance goals and metrics The corporate goals are viewed as critical to adding value to stockholders and cover a mix of operational balance sheet health and safety and business development criteria The key performance indicators are provided in the balanced scorecard below Each of the corporate objectives had met or exceeded the breakthrough stretch objectives resulting in a 200 multiplier for the corporate objectives component of the scorecard Each executive was also evaluated on a set of individual performance objectives tied to their unique role responsibility and time commitment
In addition to the corporate objectives defined within the scorecard the Compensation Committee also factored secondary performance considerations UEC s broader sustainability objectives had the ability to reduce the corporate scorecard by up to 10 of the overall corporate multiplier The Sustainability Committee and Compensation Committee monitored overall satisfaction on the results of the following areas Wyoming and Texas enhancing reclamation efforts for exploration drilling by implementing sediment control soil recontouring and revegetation Wyoming optimizing 11 e 2 byproduct management by using a bailer compactor reducing waste volume and fuel consumption for shipments and continuing reclamation in mine unit 2 to meet expectations of stakeholders including regulatory agencies and landowners and at our Roughrider Project continuing to advance environmental baseline studies
The Compensation Committee selected the following performance goals and metrics within our performance scorecard on the belief that these performance goals and metrics were aligned with our corporate strategy and could be impacted by our executive officers In Fiscal 2025 the payout opportunities for threshold target and breakthrough performance levels were set at 50 100 and 200 of each Target Award respectively with interpolation between performance levels
Operational Objectives The Compensation Committee selected this metric based on the belief that achieving operational objectives will advance our ability to scale production and support additional extraction capacity This metric required us to i commence operational ramp up at our Christensen Ranch Mine in Wyoming ii commence construction at our Burke Hollow Project in Texas and iii complete an initial economic assessment at our Roughrider Project in Saskatchewan The target level of performance required us to achieve any two of three operational objectives the threshold level of performance required us to achieve any one operational objective and the breakthrough level of performance required us to achieve all of the three operational objectives The result was performance at 200 As of July 31 2025 we had achieved all of our operational objectives
Balance Sheet The Compensation Committee selected this metric based on the belief that strengthening our balance sheet with at least 50 million of liquid assets comprised of cash and the fair value of physical uranium and equity holdings is important to support our growth initiatives 75 million of liquid assets represented the target level of performance 50 million of liquid assets represented the threshold level of performance and 100 million of liquid assets represented the breakthrough level of performance The result was performance at 200 As of July 31 2025 we had cash equities and inventory excluding 103 545 pounds and 26 421 pounds of precipitated uranium and dried and drummed concentrate respectively of approximately 320 58 million based on closing prices as of July 31 2025
Total Recordable Injury and Illness Incidence Rate The Compensation Committee selected this metric based on the belief that the Total Recordable Injury and Illness Incidence Rate IIR is critical to our overall approach to promoting high performing safe environments Our Company s IIR is calculated by multiplying the total number of recordable injuries and illnesses at our operations as determined in accordance with the safety standards established by the OSHA by 200 000 and dividing that result by the total number of hours worked by all employees at our operations In this formula 200 000 represents the number of hours that would be worked by 100 employees working 40 hours per week 50 weeks per year and provides the standard base for calculating incidence rates for a year pursuant to OSHA guidance An IIR below 3 2 represented the target level of performance an IIR below 4 8 represented the threshold level of performance and an IIR below 1 6 and no work related fatalities represented the breakthrough level of performance The result was performance at 200 We achieved an IIR of 1 59 and had no work related fatalities among employees at our operations
Business Development The Compensation Committee selected this metric based on the belief that increasing production capacity and the acquisition of additional accretive uranium resources will build on our strategic objectives The acquisition of the Sweetwater Plant and portfolio of uranium mining properties in Wyoming from Rio Tinto completed in December of 2024 represented an opportunity to add a 3 000 ton per day processing mill with licensed capacity of 4 1 million pounds U3O8 per year The acquisition established our third hub and spoke ISR production platform and strengthened our position as the largest licensed uranium producer in the U S Completion of the acquisition represented the breakthrough level of performance No threshold or target award opportunities were established for this metric The result was breakthrough performance at 200
Individual Performance The Compensation Committee made a subjective determination of individual performance for each executive officer to determine whether the executive officer earned an award for performance in Fiscal 2025 Individual performance goals are defined for each executive based on their core area of responsibility The CEO s individual objectives are set by the Compensation Committee while the CEO s direct reports are determined by the CEO and approved by the Compensation Committee Individual objectives are defined as either qualitative quantitative or both
we completed the acquisition of the Sweetwater Plant and uranium assets in Wyoming from Rio Tinto in December of 2024 The Sweetwater Plant added a 3 000 ton per day processing mill with licensed capacity of 4 1 million pounds U3O8 per year The Sweetwater Acquisition established our third hub and spoke ISR production platform and strengthened our position as the largest licensed uranium producer in the U S
Our long term incentive program the LTIP provides for among other Awards the granting of stock options performance stock options PSOs RSUs and PRSUs to executive officers to both motivate executive performance and retention as well as to align executive officer performance to stockholder value creation In awarding long term incentives we compare our long term incentive program to the Peer Group and evaluate such factors as the number of shares available for Awards under our Stock Incentive Plan and the number of Awards outstanding relative to the number of shares outstanding
Each LTIP grant is based on the level of the position held and overall market competitiveness The Compensation Committee takes into consideration previous grants when it considers new grants of equity Awards The Compensation Committee administers the granting of equity Awards in accordance with our Stock Incentive Plan
In each of Fiscals 2023 and 2024 performance based long term equity incentive plan Awards were awarded to the executive officers in the form of PRSUs The PRSUs are measured based on the Company s three year TSR relative to the Global X Uranium ETF The PRSUs cliff vest and settle based on the achievement of the performance criteria at the end of 36 months The number of PRSUs that may vest at the end of 36 months is contingent on the level of performance achieved and ranges from 0 to 200 of the PRSU target number of units Regardless of the relative TSR performance of the Company versus the Global X Uranium ETF TSR if the Company s absolute TSR is negative between the grant date and the 36th month share price the maximum number of PRSUs that can vest is capped at 100 In Fiscal 2025 the Compensation Committee requested that GGA complete a stress test and review of the Global X Uranium ETF and relative TSR methodology Two areas were identified for potential change as a result of the findings of this review The first finding was that as the uranium sector has evolved in the public markets there are more benchmark indices and peers to evaluate performance against Secondly as we have grown measuring TSR on a relative basis point methodology results in a volatile performance multiplier that does not necessarily reflect the stockholder experience A TSR ranking methodology on the other hand provides more stability tied to the stockholder experience As a result of this review the Compensation Committee amended the Fiscals 2023 and 2024 PRSU grants based on this analysis as described in more detail below The Compensation Committee adjusted the multiplier design to address potential volatility that could misalign payouts with stockholder returns and result in excessive rewards or penalties which was a decision made based on the findings from the PRSU stress test The PRSUs granted in Fiscal 2023 and 2024 vest on July 31 2026 and July 26 2027 respectively
In Fiscal 2025 performance based long term equity incentive plan Awards were awarded to the executive officers in the form of PRSUs The PRSUs accrue over 36 months but will not settle until the end of the 36 month period and are contingent on the level of performance achieved Each vested PRSU represents the opportunity to receive a share of common stock or its cash equivalent at the discretion of the Compensation Committee The PRSUs are measured based on our TSR relative to a Performance Peer Group The Performance Peer Group was determined after reviewing the constituents comprising the Sprott Uranium Miners Index and the Global X Uranium ETF as of the grant date Our TSR will be ranked against the selected constituents The PRSUs are evaluated using relative TSR over three annual periods and one 36 month period The measurement periods are weighted as to 15 in each of years one two and three and 55 over a 36 month period The number of PRSUs that may accrue at the end of each annual period and at the end of the 36 month period is contingent on the level of performance achieved over each measurement period and ranges from 0 to 200 of the PRSU target number of weighted units
The following table summarizes the payouts earned by NEOs in Fiscal 2025 pursuant to PRSUs granted in Fiscal 2022 The TSR for our shares of common stock outperformed the Global X Uranium ETF by 1 659 basis points for the applicable performance period being from July 29 2022 to July 29 2025 During such performance period the absolute TSR was also positive Accordingly the PRSUs granted in Fiscal 2022 achieved payouts at 166 of target pursuant to the applicable performance period
In Fiscal 2025 the Compensation Committee reviewed the market prevalence of long term equity incentive plans within the Peer Group and determined that PRSUs and RSUs were the most appropriate form of long term equity incentive to grant in Fiscal 2025 due to market practice The LTIP Awards awarded to our executive officers in Fiscal 2025 are more particularly described below in the Grants of Plan Based Awards table
During Fiscal 2025 Amir Adnani provided his services to us pursuant to a services agreement between us and Amir Adnani Corp Adnani Corp a private company over which Mr Adnani exercises control See Summary Compensation Table below for his direct and indirect compensation for Fiscal 2025 including through Adnani Corp Our compensation policy for Mr Adnani is based on comparisons of other companies remunerations made to their Presidents and Chief Executive Officers and the value of Mr Adnani s expertise
Scott Melbye is retained according to an executive services agreement with us and his compensation for serving as an executive officer is disclosed below in the Summary Compensation Table Our compensation policy for Mr Melbye is based on comparisons of other companies remunerations made to their Executive Vice Presidents and the value of Mr Melbye s expertise
We appointed Josephine Man as our Chief Financial Officer Treasurer and Secretary effective October 1 2024 Ms Man is retained according to an executive services agreement and her compensation is disclosed below in the Summary Compensation Table Our compensation policy for Ms Man is based on comparisons of other companies remunerations made to their Chief Financial Officers and the value of Ms Man s expertise
Pat Obara stepped down as our Secretary Treasurer and Chief Financial Officer effective October 1 2024 ceasing to be an executive officer as of such date Since such date he has served as Senior Vice President Administration Mr Obara served as our Secretary Treasurer and Chief Financial Officer from October 2015 to October 2024 as our Vice President Administration from January 2011 to October 2015 and as our Chief Financial Officer from August 2006 to January 2011 Mr Obara is retained according to an employment arrangement with our Company and his compensation is disclosed below in the Summary Compensation Table Our compensation policy for Mr Obara in his role as Chief Financial Officer was based on comparisons of other companies remunerations made to their Chief Financial Officers and subsequently to officers that have similar responsibilities to Mr Obara and the value of Mr Obara s expertise
Brent Berg is retained according to an executive services agreement with our Company and his compensation for serving as an executive officer is disclosed below in the Summary Compensation Table Our compensation policy for Mr Berg is based on comparisons of other companies remunerations made to their Senior Vice Presidents and the value of Mr Berg s expertise
We do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect on us We have taken steps to ensure that our executive compensation program does not incentivize risk outside our risk appetite Some of the key ways that we currently manage compensation risk are as follows
We adopted a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation the Clawback Policy with an effective date of November 20 2023 in order to comply with Section 10D of the Exchange Act Rule 10D 1 of the Exchange Act Rule 10D 1 and Section 811 of the NYSE American Company Guide collectively the Final Clawback Rules Our Board has designated the Compensation Committee of our Board as the administrator of the Clawback Policy
The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive based compensation from our current and former executive officers as defined in Rule 10D 1 each a Covered Officer in the event that we are required to prepare an accounting restatement in accordance with the Final Clawback Rules The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement Under the Clawback Policy we may recoup from the Covered Officers erroneously awarded incentive based compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement
We do not follow a predetermined scheduled for granting stock based compensation Typically our Board of Directors and the Compensation Committee consider granting stock based compensation on an annual basis in the last quarter of each fiscal year or for new hires around the hire date and outside of the filing of our financial results The granting of Awards under our Stock Incentive Plan is contingent on our performance
Our Board of Directors and the Compensation Committee review and approve these Awards They ensure that material nonpublic information MNPI is taken into account when determining the timing and terms of the Awards and if MNPI is present the Awards will be deferred until such information has been publicly disclosed
We adopted an Anti Hedging and Anti Pledging Policy the Anti Hedging and Anti Pledging Policy The Anti Hedging and Anti Pledging Policy provides that unless otherwise previously approved by our Corporate Governance and Nominating Committee no director officer or employee of the Company or its subsidiaries or to the extent practicable any other person or their associates in a special relationship within the meaning of applicable securities laws with the Company may at any time i purchase financial instruments including prepaid variable forward contracts instruments for the short sale or purchase or sale of call or put options equity swaps collars or units of exchangeable funds that are based on fluctuations of the Company s debt or equity instruments and that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company or ii purchase Company securities on a margin or otherwise pledge Company securities as collateral for a loan Any violation of our Anti Hedging and Anti Pledging Policy will be regarded as a serious offence Our Anti Hedging and Anti Pledging Policy is available on our website at www uraniumenergy com
We adopted Stock Ownership Guidelines for our executive officers to further align the interests of our executive officers and stockholders the Stock Ownership Guidelines The Stock Ownership Guidelines provide that each executive officer should attain a specified level of ownership of shares of our common stock equal to a multiple of their base compensation within five years of the executive officer s first appointment to their role The stock ownership requirement is three times 3x base compensation for our President and Chief Executive Officer and one times 1x base compensation for our other executive officers Our Stock Ownership Guidelines are available on our website at www uraniumenergy com The following table sets forth the total stock ownership and value thereof for each of our executive officers as of September 23 2025
At our 2025 annual meeting of stockholders we held an advisory vote on the compensation of our Named Executive Officers The proposal received strong support with approximately 95 of votes cast in favor We viewed this level of support as general shareholder endorsement of our executive compensation philosophy and performance based structure As such we did not implement any significant changes to our executive compensation program based on this advisory vote
No person who served as a member of our Compensation Committee during Fiscal 2025 was a current or former officer or employee of our Company or engaged in certain transactions with our Company required to be disclosed by regulations of the SEC Additionally during Fiscal 2025 there were no Compensation Committee interlocks which generally means that no executive officer of our Company served i as a member of the Compensation Committee or other Board of Directors committee performing equivalent functions or in the absence of any such committee the entire Board of Directors of another entity which had an executive officer serving as a member of our Company s Compensation Committee ii as a director of another entity which had an executive officer serving as a member of our Company s Compensation Committee or iii as a member of the Compensation Committee or other Board of Directors committee performing equivalent functions or in the absence of any such committee the entire Board of Directors of another entity which had an executive officer serving as a director of our Company
The Compensation Committee has reviewed and discussed the foregoing compensation discussion and analysis with Company management Based on that review and those discussions the Compensation Committee recommended to our Board of Directors that the compensation discussion and analysis be included in this Annual Report This report is provided by our independent directors Vincent Della Volpe David Kong and Gloria Ballesta who comprise our Compensation Committee
These amounts represent the aggregate grant date fair value of RSUs and PRSUs for the fiscal years noted For Fiscal 2025 the grant date fair value of each RSU is 6 21 and 8 68 per share based on the most recent closing price of our common stock as of the grant dates of October 1 2024 and July 31 2025 respectively and the grant date fair value of each PRSU granted on July 31 2025 is 3 22 per unit which incorporates the potential to vest depending on the performance from 0 to 200 of the number of PRSUs The fair value of each PRSU was calculated using the Monte Carlo simulation model The following assumptions were used to value the PRSUs granted on July 31 2025 expected risk free interest rate 3 56 expected volatility 60 70 expected dividend yield 0 expected life in years 3 0 and average correlation 38 47 For Fiscal 2024 the grant date fair value of each RSU is 5 49 per share based on the most recent closing price of our common stock as of the grant date of July 26 2024 and the grant date fair value of each PRSU is 5 41 per unit which incorporates the potential to vest depending on the performance from 0 to 200 of the number of PRSUs The fair value of each PRSU was calculated using the Monte Carlo simulation model The following assumptions were used to value the PRSUs granted on July 26 2024 expected risk free interest rate 4 20 expected volatility 73 50 expected dividend yield 0 expected life in years 3 0 and correlation 83 80 For Fiscal 2023 the grant date fair value of each RSU is 3 32 per share based on the most recent closing price of our common stock as of the grant date of July 31 2023 and the grant date fair value of each PRSU is 3 35 per unit which incorporates the potential to vest depending on the performance from 0 to 200 of the number of PRSUs The fair value of each PRSU was calculated using the Monte Carlo simulation model The following assumptions were used to value the PRSUs granted on July 31 2023 expected risk free interest rate 4 52 expected volatility 84 56 expected dividend yield 0 expected life in years 3 0 and correlation 81 22
These amounts represent the aggregate grant date fair value of PSOs which was estimated using the Black Scholes option pricing model The following assumptions were used to value the PSOs granted on July 31 2023 exercise price 3 98 expected risk free interest rate 4 14 expected annual volatility 79 46 expected life in years 5 0 expected annual dividend yield Nil and Black Scholes value 2 09
These amounts represent the grant date fair value of the stock options which was estimated using the Black Scholes option pricing model The following assumptions were used to value the stock options granted on October 1 2024 exercise price 6 21 expected risk free interest rate 3 48 expected annual volatility 79 75 expected life in years 5 0 expected annual dividend yield Nil and Black Scholes value 4 09
The grant date fair value of each PRSU granted on July 31 2025 is 3 22 per unit which incorporates the potential to vest depending on the performance from 0 to 200 of the number of PRSUs The fair value of each PRSU was calculated using the Monte Carlo simulation model The following assumptions were used to value the PRSUs granted on July 31 2025 expected risk free interest rate 3 56 expected volatility 60 70 expected dividend yield 0 expected life in years 3 0 and average correlation 38 47
These amounts represent the grant date fair value of the stock options which was estimated using the Black Scholes option pricing model The following assumptions were used to value the stock options granted on October 1 2024 exercise price 6 21 expected risk free interest rate 3 48 expected annual volatility 79 75 expected life in years 5 0 expected annual dividend yield Nil and Black Scholes value 4 09
RSUs granted on July 29 2022 vest in substantially equal installments on each of July 29 2023 2024 and 2025 RSUs granted on July 31 2023 vest in substantially equal installments on each of July 31 2024 2025 and 2026 RSUs granted on July 26 2024 vest in substantially equal installments on each of July 29 2025 2026 and 2027
Represents unearned shares under target PRSUs granted on July 31 2023 July 26 2024 and July 31 2025 The PRSUs granted on July 31 2023 cliff vest on July 31 2026 depending on a three year relative TSR performance The PRSUs granted on July 26 2024 cliff vest on July 26 2027 depending on a three year relative TSR performance The PRSUs granted on July 31 2025 accrue as to 15 on each of July 31 2026 2027 and 2028 depending on one year relative TSR performance and 55 on July 31 2028 depending on three year relative TSR performance The PRSUs accrue annually and settle after 36 months
The grant date fair value of each PRSU granted on July 31 2023 is 3 35 per unit which incorporates the potential to vest depending on the performance from 0 to 200 of the number of PRSUs The fair value of each PRSU was calculated using the Monte Carlo simulation model The following assumptions were used to value the PRSUs granted on July 31 2023 expected risk free interest rate 4 52 expected volatility 84 56 expected dividend yield 0 expected life in years 3 0 and correlation 81 22 The grant date fair value of each PRSU granted on July 26 2024 is 5 41 per unit which incorporates the potential to vest depending on the performance from 0 to 200 of the number of PRSUs The fair value of each PRSU was calculated using the Monte Carlo simulation model The following assumptions were used to value the PRSUs granted on July 26 2024 expected risk free interest rate 4 20 expected volatility 73 50 expected dividend yield 0 expected life in years 3 0 and correlation 83 80 The grant date fair value of each PRSU granted on July 31 2025 is 3 22 per unit which incorporates the potential to vest depending on the performance from 0 to 200 of the number of PRSUs The fair value of each PRSU was calculated using the Monte Carlo simulation model The following assumptions were used to value the PRSUs granted on July 31 2025 expected risk free interest rate 3 56 expected volatility 60 70 expected dividend yield 0 expected life in years 3 0 and average correlation 38 47
Stock options granted on July 30 2019 July 16 2020 July 21 2021 July 29 2022 July 31 2023 March 21 2024 and October 1 2024 vest as to one eighth on each day which is three and six months respectively from the date of grant and one quarter on each day which is 12 18 and 24 months respectively from the date of grant
Our non executive directors receive an annual retainer consisting of cash and equity compensation for their annual service The value and form of equity Awards granted to each director is based on the experience of the director time spent on Company matters and the compensation paid to directors of other companies in the industry In Fiscal 2025 RSUs and stock options were awarded to our non executive directors The RSUs vest over 36 months The stock options vest over 24 months
These amounts represent the grant date fair value of RSUs The grant date fair value of each RSU is 8 68 per share based on the most recent closing price of our common stock as of the grant date of July 31 2025 RSUs granted on July 31 2025 vest in substantially equal installments on each of July 31 2026 2027 and 2028
These amounts represent the grant date fair value of the stock options which was estimated using the Black Scholes option pricing model The following assumptions were used to value the stock options granted on July 31 2025 exercise price 8 68 expected risk free interest rate 3 92 expected annual volatility 74 26 expected life in years 5 0 expected annual dividend yield Nil and Black Scholes value 5 49
As at July 31 2025 our directors held stock options to acquire an aggregate of 1 123 454 shares of our common stock as follows Spencer Abraham 191 073 stock options Amir Adnani 114 915 stock options including PSOs David Kong 189 331 stock options Vincent Della Volpe 236 290 stock options Gloria Ballesta 243 290 stock options and Trecia Canty 148 555 stock options
Amir Adnani serves as our Chief Executive Officer President and director Within his capacity as President and Chief Executive Officer and through an executive services agreement with a private company Adnani Corp controlled by Mr Adnani he provides various consulting services Mr Adnani does not receive additional compensation in connection with his service as a director Mr Adnani s direct and indirect compensation as an executive officer is disclosed above in the Summary Compensation Table
In Fiscal 2025 Spencer Abraham David Kong Vincent Della Volpe Gloria Ballesta and Trecia Canty served as independent directors Mr Abraham serves as our Chairman non executive Mr Kong serves as Chairperson of our Audit Committee Mr Della Volpe serves as Chairperson of our Compensation Committee Ms Ballesta serves as Chairperson of our Corporate Governance and Nominating Committee Ms Canty serves as Chairperson of our Sustainability Committee
In addition to such annual retainer fees our non executive directors may from time to time receive equity compensation which is granted on a discretionary basis The value and form of equity compensation granted is based on the experience of the director time spent on Company matters and a comparison of the compensation paid to directors of other companies in the industry
As required by the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402 u of SEC Regulation S K we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Amir Adnani our President and Chief Executive Officer CEO and the CEO Pay Ratio For Fiscal 2025 our last completed fiscal year
We believe our CEO Pay Ratio for Fiscal 2025 demonstrates our pay for performance philosophy Our compensation program consists of both fixed and variable components and is designed to motivate all employees to produce superior short and long term corporate performance The ratio of our CEO s base compensation to the base compensation of our median employee was approximately 93 to 1 because our compensation philosophy aims to position the fixed portion of our CEO s compensation near the 50th percentile of his position per the Peer Group review conducted by GGA Given our CEO s level of responsibility experience and potential the Compensation Committee awards the CEO a mix of compensation with a higher variable component i e annual bonus RSUs and PRSUs that is based upon individual performance As a result a substantial percentage of our CEO s total compensation is at risk every year providing our CEO with greater incentive to increase stockholder value and improve corporate performance over the long term
we determined that as of July 31 2025 our employee population consisted of approximately 170 individuals excluding our CEO working for us and our consolidated subsidiaries with approximately 76 of these individuals located in the United States 16 in Canada and 8 in Paraguay This population consisted of our full time employees We do not have part time temporary and seasonal employees
to identify the median employee from our employee population we examined the annual base compensation and annual bonus target for Fiscal 2025 for all full time part time and temporary employees employed by us and our consolidated subsidiaries at the start of business on July 31 2025 We believe that these pay elements are appropriate because it was impractical to gather actual data from multiple payroll systems utilized to pay our worldwide workforce and the actual achievement of the variable portion of compensation can vary widely from year to year
Once we identified our median employee we combined all of the elements of such employee s compensation for Fiscal 2025 in accordance with the requirements of Item 402 c 2 x of Regulation S K resulting in annual total compensation of 68 387 With respect to the annual total compensation of our CEO we used the amount reported in the Total column of our Summary Compensation Table included above
The CEO Pay Ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices Accordingly the pay ratio reported by other companies may not be comparable to the CEO Pay Ratio reported above as other companies have different employee populations and compensation practices and may use different methodologies exclusions estimates and assumptions in calculating their own pay ratios
Pursuant to the terms and provisions of the Adnani Agreement i through Adnani Corp Mr Adnani provides various consulting services to the Company which are in addition to his duties and responsibilities as our President and Chief Executive Officer and ii we shall pay to Adnani Corp a monthly fee of 34 000 Effective on April 1 2020 due to the COVID 19 pandemic the monthly fee payable to Adnani Corp was reduced on a non accrued basis from its original and stated amount to 16 830 Effective on October 1 2020 and again effective on May 31 2021 the monthly fee payable to Adnani Corp was reinstated to the levels in effect prior to April 1 2020 and May 1 2016 respectively Effective on May 31 2021 and again effective on March 1 2022 the monthly fee payable to Adnani Corp was increased to 36 666 and 38 500 respectively Effective on August 1 2022 and again effective on August 1 2023 the monthly fee payable to Adnani Corp was increased to 39 833 and 47 916 67 respectively Effective on August 1 2024 and again effective on August 1 2025 the monthly fee payable to Adnani Corp was increased to 55 000 and 62 500 respectively
If the Company elects to not renew the Adnani Agreement and provided that Adnani Corp is in compliance with the relevant terms and conditions of the Adnani Agreement the Company shall be obligated to provide a termination package to Adnani Corp as follows i a cash payment equating to an aggregate of four months of the then monthly fee for each full year and any portion thereof of the initial term effective from July 23 2009 and any renewal period during which the Adnani Agreement was in force and effect and during which Adnani Corp rendered services thereunder together with a cash payment equating to Adnani Corp s average annual bonus during the most recent two years payable by the Company to Adnani Corp within 14 calendar days of the effective termination date ii any expense payment reimbursements which would then be due and owing by the Company to Adnani Corp to the effective termination date payable within 14 calendar days of the effective termination date the Adnani Outstanding Expense Reimbursements iii subject to applicable provisions of the Adnani Agreement and the Company s Stock Incentive Plan all of Mr Adnani s then issued and outstanding stock based equity Awards in and to the Company as at the effective termination date shall immediately vest if not otherwise vested and shall continue to be exercisable for a period of two years from the effective termination date the Adnani Options Extension iv confirmation that all of Adnani Corp s and Mr Adnani s then benefits coverage would be extended to Mr Adnani for a period ending two years from the effective termination date the Adnani Benefits Extension and v confirmation that all other unvested LTIP compensation then granted vests and is exercisable in accordance with the terms of the Stock Incentive Plan the Adnani LTIP Vesting
If the Company elects to terminate the Adnani Agreement without just cause as defined therein or if Adnani Corp terminates the Adnani Agreement for just cause for good reason or for good reason as a result of a change of control each as also defined therein and provided that Adnani Corp is in compliance with the relevant terms and conditions of the Adnani Agreement the Company shall be obligated to provide a termination package to Adnani Corp as follows i a cash payment equating to an aggregate of 24 months of the then monthly fee together with a cash payment equating to two times the sum of Adnani Corp s average annual bonus during the most recent two years payable by the Company to Adnani Corp within 14 calendar days of the effective termination date ii all Adnani Outstanding Expense Reimbursements iii subject to applicable provisions of the Adnani Agreement the Adnani Options Extension iv the Adnani Benefits Extension and v the Adnani LTIP Vesting
The Adnani Agreement will be deemed terminated on the 30th calendar day following the death or disability of Mr Adnani in which case the Company shall be obligated to provide a termination package to Adnani Corp or Mr Adnani s estate as follows provided that Adnani Corp is or was in compliance with the relevant terms and conditions of the Adnani Agreement i a cash payment equating to an aggregate of 12 months of the then monthly fee together with a cash payment equating to Adnani Corp s average annual bonus during the most recent two years payable by the Company to Adnani Corp or Mr Adnani s estate within 14 calendar days of the effective termination date ii all Adnani Outstanding Expense Reimbursements and iii subject to applicable provisions of the Adnani Agreement the Adnani Options Extension
On December 15 2014 our Board of Directors approved the entering into of an executive services agreement with Scott Melbye as amended by a letter agreement dated for reference effective as at May 1 2016 with an initial term commencing retroactively on September 1 2014 and expiring on February 28 2017 collectively the Melbye Agreement
Pursuant to the terms and provisions of the Melbye Agreement i Mr Melbye shall provide duties to us commensurate with his position as our Executive Vice President and ii we shall pay to Mr Melbye a monthly fee of 20 833 Effective on April 1 2020 due to the COVID 19 pandemic the monthly fee payable to Mr Melbye was reduced on a non accrued basis from its original and stated amount to 12 187 50 Effective on October 1 2020 and again effective on May 31 2021 the monthly fee payable to Mr Melbye was reinstated to the levels in effect prior to April 1 2020 and May 1 2016 respectively Effective on March 1 2022 and again effective on August 1 2023 the monthly fee payable to Mr Melbye was increased to 21 875 and 24 166 67 respectively Effective on August 1 2024 and again effective on August 1 2025 the monthly fee payable to Mr Melbye was increased to 27 916 67 and 30 416 67 respectively
If the Company elects to not renew the Melbye Agreement and provided that Mr Melbye is in compliance with the relevant terms and conditions of the same the Company shall be obligated to provide a severance package to Mr Melbye as follows i a cash payment equating to any outstanding fees and bonuses which would then be due and owing by the Company to Mr Melbye to the effective termination date payable within 14 calendar days of the effective termination date the Melbye Outstanding Fees and Bonuses ii any expense payment reimbursements which would then be due and owing by the Company to Mr Melbye to the effective termination date payable within 14 calendar days of the effective termination date the Melbye Outstanding Expense Reimbursements iii any pro rata and unused vacation pay which would then be due and owing by the Company to Mr Melbye to the effective termination date payable within 14 calendar days of the effective termination date the Melbye Outstanding Vacation Pay iv subject to applicable provisions of the Melbye Agreement and the Company s then Stock Incentive Plan all of Mr Melbye s then issued and outstanding stock based equity Awards in and to the Company as at the effective termination date shall immediately vest if not otherwise vested and shall continue to be exercisable for a period of 90 calendar days from the effective termination date the Melbye Options Extension and v confirmation that all of Mr Melbye s then benefits coverage would be extended to Mr Melbye for a period ending 90 calendar days from the effective termination date the Melbye Benefits Extension
If the Company elects to terminate the Melbye Agreement without just cause as defined therein or if Mr Melbye terminates the Melbye Agreement for just cause and provided that Mr Melbye is in compliance with the relevant terms and conditions of the same the Company shall be obligated to provide a severance package to Mr Melbye as follows i all Melbye Outstanding Fees and Bonuses together with a cash payment equating to any additional fees which Mr Melbye would have been entitled to receive until the end of the applicable initial term or renewal period ii all Melbye Outstanding Expense Reimbursements iii all Melbye Outstanding Vacation Pay iv the Melbye Options Extension and v the Melbye Benefits Extension
If Mr Melbye elects to terminate the Melbye Agreement except for just cause and provided that Mr Melbye is in compliance with the relevant terms and conditions of the Melbye Agreement the Company shall be obligated to provide a severance package to Mr Melbye as follows i all Melbye Outstanding Fees and Bonuses ii all Melbye Outstanding Expense Reimbursements iii all Melbye Outstanding Vacation Pay and iv subject to applicable provisions of the Melbye Agreement all of Mr Melbye s then issued and outstanding stock based equity Awards in and to the Company that have vested as at the effective termination date shall continue to be exercisable for a period of 90 calendar days from the effective termination date
If the Company elects to terminate the Melbye Agreement for just cause the Company shall be obligated to provide a severance package to Mr Melbye as follows i a cash payment equating to any outstanding fees which would then be due and owing by the Company to Mr Melbye to the effective termination date payable within 14 calendar days of the effective termination date ii all Melbye Outstanding Expense Reimbursements and iii all Melbye Outstanding Vacation Pay
The Melbye Agreement will be deemed terminated on the 30th calendar day following the death or disability of Mr Melbye in which case the Company shall be obligated to provide a severance package to Mr Melbye or Mr Melbye s estate as follows provided that Mr Melbye is or was in compliance with the relevant terms and conditions of the Melbye Agreement i all Melbye Outstanding Fees and Bonuses ii all Melbye Outstanding Expense Reimbursements iii all Melbye Outstanding Vacation Pay and iv subject to applicable provisions of the Melbye Agreement all of Mr Melbye s then issued and outstanding stock based equity Awards in and to the Company that have vested as at the effective termination date shall continue to be exercisable for a period of one year from the effective termination date
Pursuant to the terms and provisions of the Man Agreement i Ms Man provides various employment services to the Company which are inclusive of her duties and responsibilities commensurate with her position as our Company s Chief Financial Officer Treasurer and Secretary and ii Ms Man is entitled to a a gross monthly salary of 16 666 67 the Man Monthly Fee representing 200 000 on a yearly basis the Man Annual Fee b a yearly cash bonus each a Man Bonus of up to 50 of the then Man Annual Fee based upon certain performance goals to be determined from year to year c a STIP payment each a Man STIP Bonus from 0 to up to 50 of the then Man Annual Fee based upon certain factors to be determined by our Board and Compensation Committee from time to time d an initial vesting incentive stock option to purchase up to an aggregate of 100 000 in shares of common stock of the Company and vesting over a period of 24 months from the date of grant which has now been awarded e an initial vesting restricted stock unit award the Man RSU to acquire up to an aggregate of 100 000 in gross value RSUs of the Company and vesting equally over a period of three years from the date of grant which has now been awarded f a LTIP payment each a Man LTIP Bonus from 0 to up to 50 of the then Man Annual Fee based upon certain factors to be determined by our Board and the Compensation Committee from time to time g participation in all Company employee benefit and health insurance plans each a Man Benefit at the Company s cost and h four weeks of accrued vacation per calendar year the Man Vacation Effective on August 1 2025 the Man Monthly Fee was increased to 23 750
If the Company elects to not renew the Man Agreement and provided that Ms Man is in compliance with the relevant terms and conditions of the Man Agreement the Company shall be obligated to provide a termination package to Ms Man as follows i a cash payment equating to any outstanding Man Monthly Fee Man Vacation Man Bonus Man STIP Bonus and Man LTIP Bonus entitlements if any and calculated pro rata up to the effective termination date earned by Ms Man to the effective termination date collectively the Man Outstanding Amounts ii a cash payment equal to any Man Monthly Fee that would be due and owing to the end of respectively the then term or renewal period of the Man Agreement the Man Termination Amount iii confirmation that all of Ms Man s then Benefits coverage would be extended for a period ending three months from the effective termination date the Man Benefits Extension and iv subject to the applicable provisions of the Man Agreement and the Company s then Stock Incentive Plan Ms Man shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of three months from the effective date of termination the Man Initial Options Extension
If the Company elects to terminate the Man Agreement without just cause as defined therein or if Ms Man terminates the Man Agreement for just cause or for good reason as a result of a change of control each as also defined therein and provided that Ms Man is in compliance with the relevant terms and conditions of the same the Company shall be obligated to provide a termination package to Ms Man as follows i a cash payment equal to all Man Outstanding Amounts to the effective termination date ii a cash payment equal to the Man Termination Amount to the effective date of termination iii confirmation of the Man Benefits Extension and iv subject to the applicable provisions of the Man Agreement and the Company s then Stock Incentive Plan Ms Man shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of one year from the effective date of termination
If Ms Man elects to terminate the Man Agreement except for just cause and provided that Ms Man is in compliance with the relevant terms and conditions of the Man Agreement or if the Company elects to terminate the Man Agreement for just cause then the Company shall only be obligated to provide Ms Man a cash payment equal to all Man Outstanding Amounts to the effective termination date
The Man Agreement will be deemed terminated on the 30th calendar day following the death or disability of Ms Man in which case the Company shall be obligated to provide a termination package to Ms Man or Ms Man s estate as the case may be as follows provided that Ms Man is or was in compliance with the relevant terms and conditions of the Man Agreement i a cash payment equal to all Man Outstanding Amounts to the effective termination date ii if disabled only confirmation of the Man Benefits Extension and iii subject to the applicable provisions of the Man Agreement and the Company s Stock Incentive Plan Ms Man or Ms Man s estate as the case may be shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of one year from the effective termination date
In Fiscal 2016 we effected an employment arrangement with Mr Obara the Obara Employment Arrangement The Obara Employment Arrangement is subject to automatic renewal on a three month to three month basis unless the Company provides written notice not to renew the Obara Employment Arrangement no later than 90 days prior to the end of the then current or renewal term
Pursuant to the terms of the Obara Employment Arrangement i Mr Obara provides various employment services to the Company ii Mr Obara is entitled to receive a monthly employment salary iii Mr Obara is entitled to participate in the Company s group benefits plan and iv Mr Obara is entitled to four weeks paid vacation per year of employment Effective on August 1 2023 and again effective on August 1 2024 the monthly employment salary payable to Mr Obara was increased to 16 666 67 and 19 166 67 respectively
If the Company elects to not renew the Obara Employment Arrangement or if any party elects to terminate the Obara Employment Arrangement Mr Obara s obligation to provide the services to the Company will continue only until the effective termination date and the Company shall be obligated to provide to Mr Obara i any salary which would then be due and owing by the Company to Mr Obara to the effective termination date ii any expense payment reimbursements which would then be due and owing by the Company to Mr Obara to the effective termination date iii any pro rata and unused vacation pay which would then be due and owing by the Company to Mr Obara to the effective termination date iv subject to applicable provisions of the Obara Employment Arrangement and the Company s then Stock Incentive Plan the vested portion of all Mr Obara s then issued and outstanding stock based equity Awards in and to the Company as at the effective termination date shall continue to be exercisable for a period of 90 calendar days following the effective termination date and v confirmation that all of Mr Obara s then benefits coverage would be covered until the effective termination date
On February 6 2024 our Board of Directors approved the entering into of an executive employment services agreement with Brent Berg together with the Company s wholly owned subsidiary UEC Wyoming with an initial term commencing on March 21 2024 and expiring on March 21 2026 the Term and collectively the Berg Agreement
Pursuant to the terms and provisions of the Berg Agreement i Mr Berg provides various employment services to UEC Wyoming and the Company which are inclusive of his duties and responsibilities commensurate with his position as our Company s Senior Vice President U S Operations and ii Mr Berg is entitled to a a gross monthly salary of 26 666 67 the Monthly Salary representing 320 000 on a yearly basis the Annual Salary b a yearly cash bonus each a Bonus of up to 50 of his then Annual Salary based upon certain performance goals to be determined from year to year c a short term incentive payment each a STIP Bonus from 0 to up to 50 of his then Annual Salary based upon certain factors to be determined by our Board and the Compensation Committee from time to time d an initial incentive stock option to purchase up to an aggregate of 160 000 in shares of common stock of the Company which has been awarded e a long term incentive payment each an LTIP Bonus from 0 to up to 50 of his then Annual Salary based upon certain factors to be determined by our Board and the Compensation Committee from time to time f participation in all Company employee benefit and health insurance plans each a Benefit at the Company s cost and g five weeks of accrued vacation per calendar year the Vacation Effective on August 1 2025 the Monthly Salary was increased to 28 500
If the Company elects to not renew the Berg Agreement and provided that Mr Berg is in compliance with the relevant terms and conditions of the Berg Agreement the Company shall be obligated to provide a termination package to Mr Berg as follows i a cash payment equating to any outstanding Monthly Salary Vacation pay and annual performance Bonus STIP Bonus and LTIP Bonus entitlements if any and calculated pro rata up to the effective termination date earned by Mr Berg to the effective termination date collectively the Outstanding Amounts ii a cash payment equal to any Monthly Salary that would be due and owing to the end of respectively the then Term or renewal period of the Berg Agreement the Termination Amount iii confirmation that all of Mr Berg s then Benefits coverage would be extended for a period ending three months from the effective termination date the Benefits Extension and iv subject to the applicable provisions of the Berg Agreement and the Company s then Stock Incentive Plan and the rules of any then regulatory authority and stock exchange having jurisdiction over the Company Mr Berg shall be entitled to then exercise any unexercised and the fully vested portion of any stock options for a period of three months from the effective date of termination the Initial Options Extension with all cash payments being due and owing within 30 days of the effective termination date
If the Company elects to terminate the Berg Agreement without just cause as defined therein or if Mr Berg terminates the Berg Agreement for just cause and provided that Mr Berg is in compliance with the relevant terms and conditions of the same the Company shall be obligated to provide a termination package to Mr Berg as follows i a cash payment equal to all Outstanding Amounts to the effective termination date ii a cash payment equal to the Termination Amount to the effective date of termination iii confirmation of the Benefits Extension and iv confirmation of the Initial Options Extension with all cash payments being due and owing within 30 days of the effective termination date
If Mr Berg elects to terminate the Berg Agreement except for just cause and provided that Mr Berg is in compliance with the relevant terms and conditions of the Berg Agreement or if the Company elects to termination the Berg Agreement for just cause then the Company shall only be obligated to provide Mr Berg a cash payment equal to all Outstanding Amounts to the effective termination date with the cash payment being due and owing within 30 days of the effective termination date
The Berg Agreement will be deemed terminated on the 30th calendar day following the death or disability of Mr Berg in which case the Company shall be obligated to provide a termination package to Mr Berg or Mr Berg s estate as the case may be as follows provided that Mr Berg is or was in compliance with the relevant terms and conditions of the Berg Agreement i a cash payment equal to all Outstanding Amounts to the effective termination date ii if disabled only confirmation of the Benefits Extension and iii subject to the applicable provisions of the Berg Agreement and the Company s then Stock Incentive Plan and the rules of any then regulatory authority and stock exchange having jurisdiction over the Company Mr Berg or Mr Berg s estate as the case may be shall be entitled to then exercise any unexercised and the fully vested portion of any stock options for a period of one year from the effective termination date
For the purposes of the information provided below shares that may be issued upon the exercise or conversion of stock options warrants and other rights to acquire shares of our common stock that are exercisable or convertible within 60 days following September 23 2025 are deemed to be outstanding and beneficially owned by the holder for the purpose of computing the number of shares and percentage ownership of that holder but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person
Under Rule 13d 3 of the Exchange Act a beneficial owner of a security includes any person who directly or indirectly through any contract arrangement understanding relationship or otherwise has or shares i voting power which includes the power to vote or to direct the voting of such security and ii investment power which includes the power to dispose or direct the disposition of the security Certain shares of common stock may be deemed to be beneficially owned by more than one person if for example persons share the power to vote or the power to dispose of the shares In addition shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares for example upon exercise of an option within 60 days of the date as of which the information is provided In computing the percentage ownership of any person the amount of shares of common stock outstanding is deemed to include the amount of shares beneficially owned by such person and only such person by reason of these acquisition rights As a result the percentage of outstanding shares of common stock of any person as shown in this table does not necessarily reflect the person s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date hereof As of September 23 2025 there were 464 704 265 shares of our common stock issued and outstanding
This figure represents i 5 379 214 shares of our common stock held directly or indirectly by Mr Adnani ii 3 000 shares of our common stock held of record by Mr Adnani s wife and iii stock options to purchase 76 610 shares of our common stock which have vested or will vest within 60 days of the date hereof
This figure represents i 38 827 shares of our common stock held directly by Ms Man ii stock options to purchase 93 648 shares of our common stock which have vested or will vest within 60 days of the date hereof and iii 5 368 shares of our common stock issuable pursuant to restricted stock units that will vest within 60 days of the date hereof
On October 1 2024 Mr Obara stepped down as Secretary Treasurer and Chief Financial Officer of our Company and was succeeded by Josephine Man as Chief Financial Officer Treasurer and Secretary and was appointed as Senior Vice President Administration of our Company He ceased to be an executive officer of our Company as of such date This figure represents i 853 217 shares of our common stock held directly by Mr Obara and ii stock options to purchase 435 594 shares of our common stock which have vested or will vest within 60 days of the date hereof
This figure represents i 7 679 995 shares of our common stock ii stock options to purchase 1 511 621 shares of our common stock which have vested or will vest within 60 days of the date hereof and iii 5 368 shares of our common stock issuable pursuant to restricted stock units that will vest within 60 days of the date hereof
Except as described in this Annual Report the Company was not involved in any transactions since the beginning of Fiscal 2025 and is not involved in any currently proposed transaction in which the Company was or is to be a participant and the amount involved exceeds 120 000 in which a related person had or will have a direct or indirect material interest
During Fiscal 2025 and Fiscal 2024 the Company incurred 28 509 and 28 384 respectively in G A costs paid to Blender Media Inc Blender a company controlled by Arash Adnani a direct family member of our President and Chief Executive Officer for various services including information technology corporate branding media website design maintenance and hosting provided to our Company Our President and Chief Executive Officer does not sit on any of our Board of Directors key committees Audit Committee Compensation Committee Corporate Governance and Nominating Committee or Sustainability Committee Blender is an award winning design agency and a leader of investor marketing in North America Blender works with over 500 private and publicly traded companies on all major stock exchanges including the NYSE NASDAQ and TSX
Our Audit Committee is charged with reviewing and approving all related party transactions and reviewing and making recommendations to our Board of Directors or approving any contracts or other transactions with any of our current or former executive officers The Charter of the Audit Committee sets forth our written policy for the review of related party transactions
The Audit Committee is responsible for the pre approval of audit and permitted non audit services to be performed by the Company s independent auditor The Audit Committee will on an annual basis consider and if appropriate approve the provision of audit and non audit services by the Company s independent auditor Thereafter the Audit Committee will as necessary consider and if appropriate approve the provision of additional audit and non audit services by the Company s independent auditor which are not encompassed by the Audit Committee s annual pre approval and are not prohibited by law The Audit Committee has delegated to the Chairperson of the Audit Committee the authority to pre approve on a case by case basis non audit services to be performed by the Company s independent auditor The Audit Committee has approved all audit and permitted non audit services performed by its independent auditor PricewaterhouseCoopers LLP for Fiscal 2025
We have audited the accompanying consolidated balance sheets of Uranium Energy Corp and its subsidiaries the Company as of July 31 2025 and 2024 and the related consolidated statements of operations and comprehensive loss of stockholders equity and of cash flows for each of the three years in the period ended July 31 2025 including the related notes collectively referred to as the consolidated financial statements We also have audited the Company s internal control over financial reporting as of July 31 2025 based on criteria established in Internal Control Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission COSO
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of the Company as of July 31 2025 and 2024 and the results of its operations and its cash flows for each of the three years in the period ended July 31 2025 in conformity with accounting principles generally accepted in the United States of America Also in our opinion the Company maintained in all material respects effective internal control over financial reporting as of July 31 2025 based on criteria established in Internal Control Integrated Framework 2013 issued by the COSO
The Company s management is responsible for these consolidated financial statements for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in Management s Report on Internal Control over Financial Reporting appearing under Item 9A Our responsibility is to express opinions on the Company s consolidated financial statements and on the Company s internal control over financial reporting based on our audits We are a public accounting firm registered with the Public Company Accounting Oversight Board United States PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement whether due to error or fraud and whether effective internal control over financial reporting was maintained in all material respects
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the consolidated financial statements Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the consolidated financial statements Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk Our audits also included performing such other procedures as we considered necessary in the circumstances We believe that our audits provide a reasonable basis for our opinions
A company s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A company s internal control over financial reporting includes those policies and procedures that i pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company ii provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and iii provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the company s assets that could have a material effect on the financial statements
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that i relates to accounts or disclosures that are material to the consolidated financial statements and ii involved our especially challenging subjective or complex judgments The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements taken as a whole and we are not by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates
As described in Note 2 to the consolidated financial statements the carrying value of long lived assets consisting of mineral rights and properties and property plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable impairment indicators The carrying amounts of the Company s mineral rights and properties and property plant and equipment were 709 6 million and 67 5 million respectively as of July 31 2025 Management applies significant judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable giving rise to the requirement to conduct an impairment test Circumstances that could trigger an impairment test include i significant decreases in the market price of the asset ii 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 and iii accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset
The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators of long lived assets is a critical audit matter are that there was significant judgment by management when assessing whether there were indicators of impairment related to the Company s long lived assets specifically related to assessing whether there were i significant decreases in the market price of the assets ii significant adverse changes in the business climate including significant decreases in uranium prices or significant adverse changes in legal factors including material adverse changes related to the Company s legal rights to its mineral rights and properties iii 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 and iv 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 This in turn led to a high degree of auditor judgment and subjectivity performing procedures to evaluate audit evidence relating to the significant judgment made by management in their assessment of any events or changes in circumstances that could give rise to the requirement to conduct an impairment test
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements These procedures included testing the effectiveness of controls relating to management s assessment of impairment indicators of long lived assets These procedures also included among others i assessing whether there were significant decreases in the market price of the assets by comparing the Company s market capitalization to the carrying value of its net assets ii evaluating whether there were significant adverse changes in the business climate including significant decreases in uranium prices by considering external market and industry data and whether there were material adverse changes relating to the Company s legal rights to its mineral rights and properties by obtaining evidence to support the mineral rights including inquiring with the Company s legal counsel and obtaining on a sample basis evidence to support the rights to the mineral properties iii evaluating whether there were 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 and iv 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 or other factors that may indicate that the carrying amounts of the long lived asset may not be recoverable through consideration of evidence obtained in other areas of the audit
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 for 12 months from the date that these audited consolidated financial statements are issued
Our continuation as a going concern for a period beyond those 12 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
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 have not established proven or probable reserves as defined by the United States Securities and Exchange Commission SEC subpart 1300 of Regulation S K S K 1300 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 have no 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 should not 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
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 be no 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
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 would not represent a business and we account for the acquisition as an asset acquisition In addition when an acquisition does not meet the definition of a business combination as the acquired entity does not 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 may be 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 and not later than one 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 did not exist as of the date of the acquisition will be recorded in the period the adjustments arises
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
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 ASC 830 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
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 Level 1 measurements and the lowest priority to unobservable inputs Level 3 measurements
Level 2 Quoted prices in markets that are not active quoted prices for similar assets or liabilities in active markets quoted prices or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability and model based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities and
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 level 1 and derivative liabilities level 2 are carried at fair value
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
Investments in an entity in which our ownership is greater than 20 but less than 50 a 50 50 joint venture which the Company does not 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 ASC 323 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 exceeds 20 but is less than 50 As permitted under ASC 825 Financial Instruments the Company elected to apply the fair value option to account for its investment in the common shares of Anfield Note 11 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 do not 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 ASC 321 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 include future expenditures that we have paid in advance but will not receive benefits within one 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 does not complete Right of use ROU assets recognized in connection with recognition of lease liabilities are also included in Other Non Current Assets
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 have not been established the project s capitalized expenditures are depleted over the estimated extraction life using the straight line method upon commencement of extraction We have not established proven or probable reserves for any of our projects
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 may not be recoverable Management applies judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable giving rise to the requirement to conduct an impairment test Circumstances which could trigger an impairment test include but are not 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 than not 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
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 than not that such assets will be realized We review the valuation allowance requirements on an annual basis based on projected future operations
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
We determine if a contractual arrangement represents or contains a lease at inception Operating leases with lease terms greater than 12 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
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
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
Basic earnings or loss per share includes no 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
In November 2023 the Financial Accounting Standards Board FASB issued Accounting Standards Update ASU 2023 07 Segment Reporting Topic 280 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 Form 10 K for the fiscal year ended July 31 2025 and subsequent interim periods The guidance is applied retrospectively to all prior periods presented in the financial statements The adoption of this ASU did not materially impact the Company s segment reporting as presented in Note 22
In December 2023 the FASB issued ASU 2023 09 Income Taxes Topic 740 Improvements to Income Tax Disclosures This ASU expands public entities income tax disclosures by requiring disaggregated information about a reporting entity s effective tax rate reconciliation as well as information on income taxes paid The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions This ASU will be effective for fiscal years beginning after December 15 2024 The guidance will be applied on a prospective basis with the option to apply the standard retrospectively Early adoption is permitted The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures
In March 2024 the FASB issued ASU 2024 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 are not 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 ASU 2024 03 Income Statement Reporting Comprehensive Income Topic 220 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 Fiscal 2022 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
The estimated fair value of the Replacement Warrants in the amount of 8 90 million as of August 19 2022 was classified as derivative liabilities in accordance with ASC 815 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 2022 was estimated using the Black Scholes model with the following assumptions which is level 2 of the fair value measurement hierarchy
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 did not meet the definition of a business in accordance with ASC 805 Business Combinations
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 located 22 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 do not meet the definition of a business in accordance with ASC 805 Business Combinations
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 Note 9
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
We have not established proven or probable reserves as defined by the SEC under the S K 1300 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 may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated
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
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 at one of the largest banks in Canada and subject to concentration risk The Company does not 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 and two 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 Fiscal 2025 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
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 may be canceled by the Company upon delivery of 30 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 ASC 323 Investments Equity Method and Joint Ventures there is a rebuttable presumption that equity method of accounting shall be applied for investments of 20 or more of the investee s outstanding voting common stock As at 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 ASC 825 Financial Instruments the Company elected to apply the fair value option to account for its investment in Anfield s common shares All subsequent changes in fair value of the common shares of Anfield are recognized in the consolidated statements of operations
As at 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 2025 was 1 22 million See also Note 18
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
On August 19 2022 the Company issued Replacement Warrants Note 3 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
On May 17 2021 we filed a Form S 3 shelf registration statement under the United States Securities Act of 1933 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 2021 ATM Offering covering the offering issuance and sale of up to a maximum offering of 100 million as part of the 200 million under the 2021 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 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 ATM Managers selected by us
On November 26 2021 we filed a prospectus supplement to our 2021 Shelf with respect to the continuation of the May 2021 ATM 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 2021 ATM Offering and together with the May 2021 ATM 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 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
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 the 2022 ATM Offering Agreement under which we may from time to time sell shares of our common stock having an aggregate offering price of up to 300 million through the ATM Managers selected by us
On December 20 2024 we filed a prospectus supplement to our 2022 Shelf the 2024 ATM Offering under which we may from time to time sell shares of our common stock having an aggregate offering price of up to 300 million pursuant to an at the market offering agreement the 2024 ATM Offering Agreement we have with Goldman Sachs Co LLC and certain co managers collectively the 2024 ATM Managers Under the 2024 ATM Offering Agreement we may from time to time sell shares of our common stock through the 2024 ATM Managers selected by us
During Fiscal 2025 we issued 41 764 036 shares of the Company s common stock under the 2022 ATM Offering and 2024 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 and 2024 ATM Managers
During Fiscal 2025 Fiscal 2024 and Fiscal 2023 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 the first three and six 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 Fiscal 2023 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 Fiscal 2024 and Fiscal 2025 The PSOs granted in Fiscal 2023 are subject to a three year vesting provision whereby one third of the total PSOs become exercisable at the end of each of the first second and third year after the date of grant
During Fiscal 2025 we granted stock options under our current stock incentive plan to one 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
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
During Fiscal 2025 Fiscal 2024 and Fiscal 2023 the Company granted RSUs to certain directors and officers of the Company under our then stock incentive plans RSUs granted during Fiscal 2025 Fiscal 2024 and Fiscal 2023 have a vesting period of three years from the grant date whereby one third of the RSUs will vest at the end of the first second and third year respectively from the date of grant The fair value of these RSUs was determined using the share prices at the respective grant dates
During Fiscal 2025 Fiscal 2024 and Fiscal 2023 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
The Awarded PRSUs granted are accounted for as equity awards at fair value and will vest at the end of a three 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 the three year period relative to a peer group as defined by the Company s Board of Directors Each vested PRSU granted in Fiscal 2023 and Fiscal 2024 entitles the recipient to a payment of one common stock Each vested PRSU granted in Fiscal 2025 entitles the recipient to a payment of one common stock or cash at the discretion of the Company s Board of Directors
During Fiscal 2025 Fiscal 2024 and Fiscal 2023 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
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 is not 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
For U S federal income tax purposes a change in ownership under IRC Section 382 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 Section 382 rate in effect during the month of the change
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
The Company adopted ASU 2023 07 Segment Reporting Topic 280 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

Company Name	URANIUM ENERGY CORP Vist SEC web-site
Category	MISCELLANEOUS METAL ORES
Trading Symbol	UEC