Risk Factors Dashboard

Once a year, publicly traded companies issue a comprehensive report of their business, called a 10-K. A component mandated in the 10-K is the ‘Risk Factors’ section, where companies disclose any major potential risks that they may face. This dashboard highlights all major changes and additions in new 10K reports, allowing investors to quickly identify new potential risks and opportunities.

Risk Factors - UEC

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-Changes in blue
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Item 1A. Risk Factors” in this Annual Report. false Our Board 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 us. Although our Board has ultimate responsibility with respect to risk management oversight, the Audit Committee is charged with and bears primary responsibility for, among other matters, overseeing risks specific to the identification and mitigation of cybersecurity threats. 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. 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. 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 Audit Committee is informed of the status of our cybersecurity risk management processes by management at least annually, and more frequently as needed. These briefings encompass a broad range of topics, including: Our Board 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 us. Although our Board has ultimate responsibility with respect to risk management oversight, the Audit Committee is charged with and bears primary responsibility for, among other matters, overseeing risks specific to the identification and mitigation of cybersecurity threats. 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. 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. 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 Audit Committee is informed of the status of our cybersecurity risk management processes by management at least annually, and more frequently as needed. These briefings encompass a broad range of topics, including: Our Chief Executive Officer and Chief Financial Officer oversee the details of our information security risk management approach and may appoint team leads from various departments from time to time to assist with certain aspects of our cybersecurity risk mitigation strategy. Chief Executive Officer Our IT Manager, under the direction of our Chief Financial Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The IT Manager has approximately eight years of experience in corporate IT management, cybersecurity and digital transformations. The IT Manager is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents through management of and participation in the cybersecurity risk management processes described above, and regularly reports to our Chief Financial Officer. Our Chief Financial Officer will immediately notify the Audit Committee and the Board of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Our Chief Financial Officer delivers updates to the Audit Committee and to the Board annually, or more frequently as needed, in response to specific incidents or emerging threats. Our IT Manager, under the direction of our Chief Financial Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The IT Manager has approximately eight years of experience in corporate IT management, cybersecurity and digital transformations. The IT Manager is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents through management of and participation in the cybersecurity risk management processes described above, and regularly reports to our Chief Financial Officer. Our Chief Financial Officer will immediately notify the Audit Committee and the Board of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Our Chief Financial Officer delivers updates to the Audit Committee and to the Board annually, or more frequently as needed, in response to specific incidents or emerging threats. Our IT Manager, under the direction of our Chief Financial Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The IT Manager has approximately eight years of experience in corporate IT management, cybersecurity and digital transformations. The IT Manager is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents through management of and participation in the cybersecurity risk management processes described above, and regularly reports to our Chief Financial Officer. Our Chief Financial Officer will immediately notify the Audit Committee and the Board of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Our Chief Financial Officer delivers updates to the Audit Committee and to the Board annually, or more frequently as needed, in response to specific incidents or emerging threats. IT Manager false false false false true false 0.001 0.001 750,000,000 750,000,000 495,572,369 495,572,369 454,015,855 454,015,855 6,389 6,494 1,088 1,088 0 3 6 12 33.33 3 33.33 0 http://fasb.org/us-gaap/2026#DomesticCountryMember http://fasb.org/us-gaap/2026#DomesticCountryMember http://fasb.org/us-gaap/2026#DomesticCountryMember 3 3 17,510 17,510 88 - 18,940 109 30 254 Other operating expenses include mineral property expenditures and general and administrative expenses. 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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2026

or

Commission file number: 001-33706

URANIUM ENERGY CORP.
(Exact name of registrant as specified in its charter)

Nevada

98-0399476

(State or other jurisdiction of incorporation of organization)

(I.R.S. Employer Identification No.)

500 North Shoreline, Ste. 800, Corpus Christi, Texas, U.S.A.

78401

(Address of principal executive offices (U.S.))

(Zip Code)

1830 – 1188 West Georgia Street
Vancouver, British Columbia, Canada

V6E 4A2

(Address of principal executive offices (Canada))

(Zip Code)

(361) 888-8235

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock, par value $0.001 per share

UEC

NYSE American

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒

As of January 30, 2026, the aggregate market value of the registrant’s common stock, par value $0.001 per share, held by non-affiliates of the registrant was approximately $8.3 billion, based on the closing price of the common stock as reported on the NYSE American.

The registrant had 495,584,665 shares of common stock outstanding as of September 25, 2026.


As used in this Annual Report on Form 10-K for the fiscal year ended July 31, 2026 (this “Annual Report”):

●

“we”, “us”, “our”, “Uranium Energy”, “UEC” and the “Company” mean Uranium Energy Corp., including our wholly-owned subsidiaries and a controlled partnership;

●

“Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended;

●

“Fiscal 2024”, “Fiscal 2025” and “Fiscal 2026” refer to our fiscal years ended July 31, 2024, 2025 and 2026, respectively, and “Fiscal 2027” refers to our fiscal year ending July 31, 2027;

●

“ISR” refers to the in-situ recovery method of mining uranium;

●

“ISR Mines” refers to our Palangana Mine, Christensen Ranch Mine and Burke Hollow Mine;

●

“Securities Act” refers to the United States Securities Act of 1933, as amended;

●

U3O8 refers to uranium oxide; and

●

all dollar amounts refer to United States dollars unless otherwise indicated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report, including the documents incorporated herein by reference contains 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.

Forward-looking statements may be based on a number of estimates and assumptions, of which any one or more may prove to be incorrect. Forward-looking statements may be identifiable by terminology such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “potential”, “project”, “should”, “will”, “would” and similar expressions, including the negative thereof. Examples in this Annual Report include, but are not limited to, such forward-looking statements reflecting or pertaining to:

●

our overall strategy, objectives, plans and expectations for Fiscal 2027 and beyond;

●

our expectations for worldwide nuclear power generation and future uranium supply and demand, including long-term market prices for U3O8;

●

our belief and expectations of ISR mining for our uranium projects, where applicable;

●

our estimation of mineral resources, which are based on certain estimates and assumptions, and the economics of future extraction for our uranium projects including our ISR Mines;

●

our plans and expectations including anticipated expenditures relating to exploration, pre-extraction, extraction and reclamation activities for our uranium projects, including our ISR Mines, and relating to our plans to develop a new uranium refining and conversion facility in the United States;

●

our ability to obtain, maintain and amend, within a reasonable period of time, required rights, permits and licenses from landowners, governments and regulatory authorities;

●

our ability to obtain adequate additional financing including access to the equity and credit markets; and

●

our belief and expectations about the possible impact of any legal proceedings or regulatory actions against the Company.

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. 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, including those set forth under “Item 1A. Risk Factors” of this Annual Report and in the risk factors disclosed in our other filings with the United States Securities and Exchange Commission (the “SEC”).

Such risks and uncertainties have 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. 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. 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.


Notice Regarding Scientific and Technical Information

The mineral resource estimates and other scientific and technical information in this Annual Report have been prepared in accordance with the mining disclosure requirements of the SEC under subpart 1300 of Regulation S-K (17 CFR 229.1300-229.1305) (“S-K 1300”), which govern disclosure of mineral resources and mineral reserves by companies subject to the reporting requirements of the U.S. federal securities laws. S-K 1300 differs in certain respects from the mineral resource and mineral reserve classification and disclosure standards applicable in other jurisdictions, including the Canadian Institute of Mining, Metallurgy and Petroleum classification system incorporated into Canadian National Instrument 43-101 and the Australasian Joint Ore Reserves Committee Code. Accordingly, the mineral resource information in this Annual Report may not be comparable to similar information disclosed by companies reporting under those other standards.

The scientific and technical information in this Annual Report, and in the documents incorporated by reference herein, have been prepared in accordance with S-K 1300. S-K 1300 provides for the disclosure of: (i) “inferred mineral resources” 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” 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 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.

CAUTIONARY NOTE REGARDING EXPLORATION STAGE Issuers

Although we have commenced mining operations at certain of our projects, we are considered an “exploration stage issuer” under S-K 1300 because we have not established, and currently have no known, mineral reserves, as defined under S-K 1300, on any of our mineral properties. We will not have known mineral reserves unless and until an appropriate technical and economic study demonstrating “Proven Mineral Reserves” or “Probable Mineral Reserves”, as defined under S-K 1300, is completed for such properties. There can be no assurance that any of our properties contain or will contain such reserves or, even if such reserves are established, that their quantities would warrant continued operations or that we would be successful in economically recovering them. 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. For additional information, see “Item 1A. Risk Factors” of this Annual Report.

Industry, Market and Other Data


This Annual Report includes market, industry and economic data, estimates, forecasts and other statistical information that we obtained or derived from independent third-party sources, including the International Energy Agency, the World Nuclear Association, the International Atomic Energy Agency, UxC, LLC, the U.S. Energy Information Administration and ICF International Inc., as well as from our own internal research, estimates and assumptions based on our management’s knowledge of, and experience in, the uranium industry. Although we believe the third-party information included in this Annual Report to be reliable, we have not independently verified the data obtained from these third-party sources, and we cannot guarantee its accuracy or completeness. Forecasts, projections and other forward-looking information obtained from these sources are subject to the same qualifications, assumptions and uncertainties described under “Cautionary Note Regarding Forward-Looking Statements” above.


TABLE OF CONTENTS


PART I

Item 1. Business

Overview

We are a uranium mining and development company. In August 2024, we re-commenced production at our Christensen Ranch ISR project in Wyoming and, in April 2026, we commenced production at our Burke Hollow ISR mine in South Texas.

We have three ISR mining “hub and spoke” platforms, one in South Texas and two in Wyoming. We operate out of two of these platforms, anchored by fully licensed and operational uranium central processing plants (“CPPs”): our Hobson CPP located in Texas and our Irigaray CPP located in Wyoming. The third platform is anchored by our Sweetwater Mill located in Wyoming, currently configured for conventional mining and undergoing refurbishment to accept production from ISR mines. ISR mining is considered a proven mining method with reduced environmental impacts compared to alternative methods. UEC has several U.S. ISR uranium extraction projects with all of their major permits in place, which can be scaled up to feed existing processing facilities.

We have a significant uranium resource base and have licensed production capacity of approximately 12.1 million pounds per year across our Wyoming and South Texas platforms.

In Canada, we control one of the most extensive land and resource portfolios in the Athabasca Basin, anchored by the Roughrider Project (as defined below) in Saskatchewan.

Through our wholly owned subsidiary, United States Uranium Refining & Conversion Corp. (“UR&C”), we are pursuing domestic refining and conversion capabilities to further strengthen the U.S. nuclear fuel supply chain.

We maintain a 100% unhedged uranium strategy, providing full exposure to uranium market fundamentals.

We believe nuclear energy has cemented itself as a key energy form due to its unique ability to provide reliable, carbon-free baseload power. Uranium is the essential fuel needed to power nuclear energy and yet, the United States, which has the largest fleet of nuclear reactors globally, remains heavily dependent on foreign uranium inputs. As such, we are focused on scaling our business to rebuild the domestic nuclear fuel supply chain, strengthen U.S. energy and national security, and meet the future energy needs for nuclear in the U.S.

We were 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.

Recent Developments

During Fiscal 2026, we made significant advancements in various aspects of our operations, including:

●

We expanded ISR production at our Christensen Ranch Mine in Wyoming through the construction of additional header houses. We produced 211,942 pounds of precipitated uranium and dried and drummed U3O8 during Fiscal 2026 at our Christensen Ranch Mine and the Irigaray CPP.

In April 2026, we commenced production at our Burke Hollow Mine in South Texas. In the first three months since commissioning, we have produced 17,352 pounds of precipitated uranium and dried and drummed U3O8 at Burke Hollow and the Hobson CPP.

In total, we produced 229,294 pounds of precipitated uranium and dried and drummed U3O8 during Fiscal 2026 and a total of 359,260 pounds since commissioning.

●

At our Sweetwater Project, the FAST-41 and National Environmental Policy Act (“NEPA”) federal permitting process continued to advance under the leadership of the Bureau of Land Management (“BLM”). Environmental baseline studies have been largely completed, with final reports expected to be submitted to the BLM in Fiscal 2027. Drilling in Sweetwater North identified mineralization trends that support further delineation and advance the first two production areas. We continue to assess the refurbishment requirements for the Sweetwater Mill (as defined below) for both conventional and ISR operations.

Business Overview

Our operations consist of two reportable segments: (i) mining, which encompasses uranium exploration and mining activities, and (ii) corporate, which encompasses investments and the trading of purchased uranium inventory.

Mining Segment

The mining segment engages 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 to extract uranium at our South Texas and Wyoming projects. We plan to continue to utilize ISR mining wherever such an alternative is available to conventional open pit or underground mining. When compared to conventional mining, we believe ISR mining requires lower capital and operating expenditures with a shorter lead time to extraction. 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. Furthermore, we believe ISR mining has a reduced impact on the environment since the ISR mining process does not require blasting or waste rock movement, resulting in less damage to the environment and minimal dust, and does not produce tailings or require tailings facilities. Moreover, 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 generally faster than when applying conventional mining approaches. 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. We do not expect, however, to utilize ISR mining for all of our uranium projects, in which case we expect to rely on conventional open pit and/or underground mining techniques. 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.

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. 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. 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. 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. 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 across resin beads inside an ion exchange column where the uranium bonds to small resin beads. 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. 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 one of our CPPs and transferred to a tank for flushing with a brine solution, or elution, which strips the uranium from the resin beads. 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 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 and concentrated into a slurry mixture and fed to a filter press to wash and then dewater. The filter cake is then dried in a zero-emissions rotary vacuum dryer at our Hobson CPP in Texas or in a multi-hearth calciner at our Irigaray CPP in Wyoming, packed in 55-gallon metal drums and shipped out as uranium concentrate, 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. 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. 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. Once restoration is complete, a stability period of no less than one year is scheduled with quarterly baseline and monitor well sampling. Wellfield reclamation, including plugging and abandonment of wells and removal of surface infrastructure, will follow after aquifer restoration is complete and the stability period has passed.

Our fully licensed and 100% owned Hobson CPP 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 CPP, 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 the Palangana Mine and the Burke Hollow Mine, located within the South Texas Uranium Belt (the “spokes”). At the end of Fiscal 2026, our Hobson CPP has processed 17,352 pounds of precipitated uranium and dried and drummed U3O8.

Our fully licensed and 100% owned Irigaray CPP is the hub to our permitted ISR projects located in the Powder River Basin of Wyoming, including our Christensen Ranch Mine, Reno Creek, Moore Ranch and Ludeman Projects. The Irigaray CPP contains resin transfer and elution processes, 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 our Irigaray CPP to four million pounds of U3O8 annually. Our Irigaray CPP has processed 211,942 pounds of precipitated uranium and dried and drummed U3O8 during Fiscal 2026. We expect the ramp-up phase will continue while new production areas are being constructed in 2026 and 2027. At the same time, we have continued to advance our Ludeman and Sweetwater Projects with installation of wellfields and wellfield delineation, respectively.

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 Mill”); (ii) the Red Desert Project, a uranium project adjacent to the Sweetwater Mill; and (iii) the Green Mountain Project, a uranium project located 22 miles north of the Sweetwater Mill, 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 1, 2025, Sweetwater (specifically the Sweetwater Mill and Red Desert Project) 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. Our first milestone in the process was completed with the submission of the Sweetwater Plan of Operations for ISR operations to the BLM on November 14, 2025. During 2026, the FAST-41 and the NEPA federal permitting process continued to advance under the leadership of the BLM. The FAST-41 Permitting Dashboard currently anticipates the completion of the Environmental Assessment in March 2027 and approval of the Plan of Operations in May 2027. Environmental baseline studies were largely completed in Fiscal 2026, with final reports expected for submittal to BLM in Fiscal 2027. A 200-hole delineation drilling program in the first two planned wellfields at our Sweetwater Project was completed in early May 2026 for the Sweetwater North area, where wellfield pattern planning has commenced. This program has now been expanded by an additional 100 delineation holes expected to be completed in Fiscal 2027 to test the presence of additional resources identified during the first drilling program. We continue to assess the refurbishment requirements for the Sweetwater Mill for both conventional and ISR operations. The current focus is the installation of ion exchange and elution systems for ISR operations.

In 2022, we acquired a substantial portfolio of projects in Canada, with the acquisition of UEX Corporation (“UEX”) and the acquisition of Roughrider Mineral Holdings Inc. (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. 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. 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 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 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 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.

As part of the planned pre-feasibility study at our Roughrider Project, we have completed 36,000 meters of diamond drilling to support resource conversion. This included resource targets throughout the West Zone, East Zone and Far East Zones, targeting intersections which are expected to convert inferred estimated resources into the indicated resources category. All drilling has been completed to date with uranium assays to follow. We have engaged Tetra Tech Canada Inc. to provide lead technical services for the preparation of the planned pre-feasibility study. In September 2025, a site visit was completed by qualified persons (“QPs”) and a technical team consisting of our representatives to review core samples, discuss mine planning, metallurgical processing, tailings management and operational considerations for the pre-feasibility study. The visit facilitated cross-disciplinary discussions among the QPs and our representatives. Process flow diagrams, mass and water balance drawing, and process equipment lists have been completed. In August 2026, we entered into a Definition Study Agreement with Saskatchewan Power Corporation to advance engineering, environmental assessment and community engagement work specifically for the connection of a high-voltage transmission line to the Roughrider Project. Geotechnical drilling to study future tailings management facility locations, collect water samples and set up water level monitoring stations has been completed. We continue to advance the Roughrider Project through technical and environmental studies, community engagement and assessing opportunities to further de-risk the project. The processes of updating the environmental baseline work and Indigenous engagement are expected to support a future Environmental Impact Assessment and licensing required for uranium 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 acquisitions of UEX in August 2022 and the acquisition of the Roughrider Project 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 the United States, Canada and the Republic of Paraguay, all of which require us to manage numerous challenges, risks and uncertainties inherent in our business and operations as more fully described in Part I, “Item 1A. We continue to establish additional uranium mines through exploration and pre-extraction activities and direct acquisitions in both the US 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.

As of July 31, 2026, 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.

Corporate Segment

In addition to our uranium mining and related activities, we have established a physical uranium portfolio (the “Physical Uranium Program”) in order to capitalize on unique opportunities to purchase drummed uranium at prevailing spot prices that are below most global industry mining costs.

Our Physical Uranium Program supports three of our objectives: (i) to bolster our balance sheet as uranium prices appreciate; (ii) to provide strategic inventory to support future marketing efforts with utilities that could complement 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. Demand from the U.S. Department of Energy (“DOE”) for unobligated U.S.-origin uranium is expected to increase in the coming years. U.S.-origin is expected to be needed to supply various DOE programs like the U.S. Uranium Reserve, fuel for the U.S. Navy and other U.S. needs requiring unobligated U.S.-origin uranium.

As of July 31, 2026, we held 1,256,000 pounds of purchased uranium, excluding 359,260 pounds of precipitated uranium and dried and drummed U3O8 of production at the Burke Hollow and Christensen Ranch Mines as of July 31, 2026.

United States Uranium Refining & Conversion Corp.

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. To date, a conceptual study has been completed that envisions a conversion facility with an initial capacity of 10,000 metric tonnes of 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. On March 18, 2026, UR&C received a docket number from the U.S. Nuclear Regulatory Commission for its planned uranium conversion facility. The formal license application is expected to be submitted once engineering and design activities, currently underway with Fluor, are at a sufficient level of detail and a site has been selected. Ongoing discussions with the DOE regarding strategic nuclear fuel cycle infrastructure have led UR&C to broaden its site selection process. Additional candidate locations are being evaluated for location-dependent operating costs, excluding incentives and site-independent investment costs, risks associated for each location, and to ensure alignment with federal priorities to restore domestic uranium conversion capacity and strengthen America’s nuclear fuel supply chain. Concurrently, work led by Fluor is advancing into a new phase with a significant expansion of engineering and technical resources, including increased and accelerated staffing, supporting facility design, siting, licensing and development.

Uranium Purchase or Sale Agreements

As of July 31, 2026, we had no uranium purchase or sale agreements in place. Future sales of U3O8 are expected to generally occur through uranium spot market pricing mechanisms in short-term or long-term contracts, with any fluctuations in the market price continuing to have a direct impact on our revenues and cash flows.

Strategic Investments

During Fiscal 2026, 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 of July 31, 2026, we owned 6,500,737 post-consolidated common shares of Anfield, representing approximately 32.6% of the outstanding common shares of Anfield. In addition, we owned 28,967,375 shares of common stock of Uranium Royalty Corp. (“URC”), representing a 7.6% interest in URC as of July 31, 2026.

Uranium Market Developments

The uranium market is being driven by macro demand for increased electricity generation, an unprecedented global push for clean energy, data center and artificial intelligence (“AI”) development, geopolitical pressures, national security and underinvestment, among other factors. In its February 6, 2026 Electricity Report, the International Energy Agency (“IEA”) reported electricity demand grew by 3% in 2025 and is expected to grow at a 3.6% annual rate through 2030. Nuclear generation set a record high and is projected to increase 13% to 32% by 2030. The report also noted that nuclear energy together with renewable energy sources will generate about half of all global electricity by 2030. IEA projects “global data center electricity consumption is to roughly double by 2030, rising from roughly 415 to 450 Terawatt-hour (“TWh”) in 2024 to 2025, to over 900 to 1,000 TWh by 2030.” ICF International Inc., in its September 2025 study, projected that electricity demand in the United States will see a 25% increase by 2030 and a nearly 80% increase by 2050.

Countries around the globe are realizing the highly reliable, clean, safe, and economical power nuclear energy provides is a desirable attribute for a country’s baseload 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 energy development and expansion. On May 23, 2025, President Donald Trump signed Executive Orders (the “Executive Orders”) that include a policy objective to quadruple U.S. nuclear energy by 2050. The Executive Orders mark a historic level of policy support to rejuvenate the U.S. nuclear industry and its infrastructure, underscoring its importance as a matter of national security. The Executive Orders invoke the Defense Production Act of 1950 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 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. In partnership with the DOE, four private advanced reactor developers demonstrated criticality by July 4, 2026, exceeding the goal of three criticalities established in Executive Order 14301, Reforming Nuclear Reactor Testing, at the DOE. These reactor criticality demonstrations were authorized by the DOE and represent an important milestone toward accelerated commercial advanced reactor deployment in the United States.

Underscoring the directives under the Executive Orders, on October 28, 2025, announcements were made that the U.S. government had entered a strategic partnership encompassing at least $80 billion for the construction of new nuclear reactors using Westinghouse technology. To meet the goal of having 10 large reactors under construction by 2030, the DOE Office of Energy Dominance recently announced a commitment to provide $17.5 billion to speed up the development effort in building the Westinghouse reactors.

Additionally, large technology companies, like Nvidia, Microsoft, Meta, Google, Oracle and Amazon, have announced significant nuclear energy commitments including that required for their data center energy demand with large investments in the clean, affordable and reliable power that nuclear energy provides. Over 150 nuclear industry companies and 14 of the world’s largest banks, including Citibank, Morgan Stanley, Bank of America, Barclay’s, and Goldman Sachs, have all pledged to support the growth of nuclear energy in their investments and commercial activities.

Global uranium market fundamentals have shown major improvement in recent years as 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 of U3O8, but has since shown significant appreciation, reaching a high in 2024 of $107.00 per pound. Since that time, the spot uranium market retraced some of that advance, reaching a low of $63.45 per pound of U3O8 on March 17, 2025. That low proved to be short-lived, with the market rebounding from that level and reaching $101.50 per pound of U3O8 on January 29, 2026. Since the end of May 2026, the near-term spot price has been in a narrow trading range of approximately $2.00 per pound and has been capped in the $87.00 area. However, recently, the price has broken out of this range to the upside, registering a price of $89.75 per pound of U3O8 on August 31, 2026 at ConverDyn. (Source: UxC LLC Historical Ux Daily Prices)

During Fiscal 2026, uranium prices averaged $82.32 per pound U3O8 representing an approximate 11.86% increase compared to the average price of $73.59 per pound U3O8 in Fiscal 2025. As of July 31, 2026, the U3O8 price was $86.45 per pound U3O8, representing an approximate 21.59% increase from $71.10 per pound as of July 31, 2025. (Source: UxC LLC Historical Ux Daily Prices)

Relative underinvestment in uranium mining operations has been evident for more than a decade and has been a major factor contributing to a structural deficit between global production and uranium requirements. Reduced production expectations from some new and existing uranium mines have also been a contributing factor, with several producers cutting back and/or unable to reach previously planned production levels. 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. From 2026 through 2028, the mid-case gap between production and requirements is projected to be about 65 million pounds of U3O8, and by 2036, the cumulative gap is projected to exceed 250 million pounds of U3O8 (Source: UxC 2026 Q2 Uranium Market Outlook). For context, the U.S. commercial reactor fleet requirements have averaged about 45 million pounds of U3O8 per year. (Source: United States Energy Information Administration, July 29, 2026 - Uranium Marketing Annual Report – uranium loaded in fuel assemblies in 2024 and 2025)

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 as Western enrichers reverse operations from underfeeding to overfeeding, which requires more uranium to increase the production of enrichment services. 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 to 20 years and they are expected to require prices high enough to stimulate new mining investments. 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, U.S. legislation banning the importation of Russian nuclear fuel and the European Union’s goals to reduce and eventually eliminate its dependence on Russian fuel are causing a fundamental change to the nuclear fuel markets. As a result of the instability and assurance of supply risks, Western utilities are shifting supply focus to areas of low geopolitical risk. 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. Kazakhstan supply, which has been providing Western utilities with significant quantities, is increasingly being committed to sovereign governments like India, China and Russia as well as being reserved for their own evolving nuclear program. In essence, the global market has become bifurcated with Western utilities increasing their efforts to contract for uranium supply from Western jurisdictions.

The U.S. Presidential Executive Order “Establishing The National Energy Dominance Council” stated 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). As of November 7, 2025, uranium was added back into the U.S. Geological Survey list of Critical Minerals, making it also subject to the Section 232 Investigation on Critical Minerals that was already underway. On July 30, 2026, a Presidential Determination “delegated Defense Production Act authority to the Commerce Department to institute export restrictions on critical minerals.” While specific remedies are not yet defined, the actions could potentially lead to resumption of strategic uranium reserve purchases, establishment of import price floors, or other remedies. This determination builds on President Trump’s Proclamation 11001, issued on January 14, 2026, directing the U.S. Trade Representative and Department of Commerce to negotiate agreements with trading partners to secure supply chains and address import volumes.

On July 28, 2026, Energy Secretary Chris Wright signed a non-binding memoranda of understanding with five states (Idaho, Louisiana, Oklahoma, Tennessee and Utah) to continue negotiations toward establishing cradle to grave Nuclear Lifecycle Innovation Campuses, ultimately leading to the selection of sites for permanent storage and disposal of used nuclear fuel and nuclear waste. Campuses are expected to include everything from new conversion, enrichment, and fuel fabrication facilities to used nuclear fuel recycling facilities and associated storage and disposal.

On August 26, 2026, the Department of the Army announced the selection of five nuclear reactor developers to be awarded up to a combined $2.2 billion to own, construct, and operate nuclear microreactors on five military installations. The Army anticipated more than 20 microreactors to be deployed through the Janus Program, with all requiring domestically produced unobligated uranium.

The global nuclear energy industry continues robust growth, with 72 new reactors connected to the grid from 2015 through July 2026, and with another 72 reactors under construction. (Source: International Atomic Energy Association Power Reactor Information System – August 18, 2026.) Total nuclear generating capacity for the world’s 441 operable reactors stands at 404 Gigawatt electric (Source: World Nuclear Association – August 18, 2026 data). In March 2026, the World Nuclear Association reported 38 countries have pledged to at least triple their nuclear capacity by 2050, further supporting additional growth for the nuclear industry and uranium demand.

The utility industry has still not returned to a full long term replacement level contracting to replace expiring contracts. It is estimated that cumulative uncommitted global demand through 2035 is almost 800 million pounds of U3O8 (Source: UxC LLC Uranium Market Overview Q2 2026). The U.S. Energy Information Administration’s July 2026 Uranium Marketing Annual report noted that the U.S. 10-year cumulative unfilled market requirement figure through 2035 was 186 million pounds. This utility contracting demand, together with potential demand from financial entities, data center development and government programs, continues to add positive tailwinds to the strong fundamentals in the uranium market.

Competition

Current uranium producers include diverse ownership types, including state-owned entities, publicly-traded companies, and mixed ownership companies with majority ownership held by state and privately-held producers. Uranium mining projects can be multi-decade and multi-billion dollar endeavors, which generally require financing underpinned by offtake agreements and/or state sponsored financings. 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. 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. We also compete with other mining and exploration companies for the procurement of equipment, materials and skilled personnel necessary to explore, develop and extract uranium.

Government Regulations

Our properties and facilities are subject to extensive laws and regulations which are administered by federal, state, provincial, local and foreign authorities. These laws and regulations govern exploration, construction, extraction, recovery, processing, exports, various taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species, toxic and hazardous substances and other matters. Uranium minerals exploration, extraction, recovery and processing are also subject to risks and liabilities associated with the perceived potential for impacts to the environment and disposal of waste products occurring as a result of such activities.

Compliance with these laws and regulations may impose substantial costs on us and may subject us to significant potential liabilities or impacts to operations or project development. Changes in these regulations or changes in regulatory attitudes or interpretations could require us to expend significant resources to comply with new laws or regulations, attitudes or interpretations relating thereto, or changes to current requirements and could have a material adverse effect on our business operations. However, compliance with government regulations generally, including but not limited to environmental regulations, is an integral part of our day-to-day business and impacts virtually all our capital expenditure and operating decisions at its facilities, as our facilities and operations must comply with this extensive array of environmental, health and safety laws and regulations. The costs of compliance with these laws and regulations are therefore well understood and assumed by us in all its capital budgeting decisions, project analyses and cost and earnings projections. As all of our competitors in the uranium mining industry in the U.S. face the same or similar regulatory requirements, we do not believe its need to comply with this extensive array of laws and regulations materially affects our competitive position within the U.S. uranium mining industry.

Environmental Regulations

Our projects, exploration, and development activities, and mining and processing operations, are subject to the federal, state, provincial, regional, local and foreign environmental laws and regulations of the jurisdictions in which our activities and facilities are located. For example, in the United States, we are subject to a number of such laws and regulations, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act; the Atomic Energy Act; the Uranium Mill Tailings Radiation Control Act; the Emergency Planning and Community Right to Know Act; the Endangered Species Act; the Federal Land Policy and Management Act; NEPA; the Resource Conservation and Recovery Act; the Clean Water and Safe Drinking Water Acts; the Toxic Substances Control Act; the Clean Air Act; the Pollution Prevention Act; the Low-Level Radioactive Waste Policy Amendments Act; the Nuclear Waste Policy Act; and related state laws. In Canada, we are subject to similar laws and regulations, including, without limitation, the Nuclear Safety and Control Act (the “NSCA”); the Impact Assessment Act, 2019 (the “Impact Assessment Act”); the Fisheries Act and the Metal and Diamond Mining Effluent Regulations thereunder; the Canadian Navigable Waters Act; the Canadian Aviation Regulations; the Species at Risk Act; the Migratory Birds Convention Act; the Reclaimed Industrial Sites Act and the Reclaimed Industrial Sites Regulations thereunder; and federal and provincial regulatory requirements implementing a “duty to consult” with 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. We are subject to similar laws in other jurisdictions in which we operate.

In all jurisdictions in which we operate, environmental licenses, permits and other regulatory approvals are required to engage in projects, exploration, mining and processing, and mine closure and reclamation activities. Regulatory approval of a detailed plan of operations and an environmental impact assessment (or equivalent) is required prior to initiating mining or processing activities or for any substantive change to previously approved plans. In all jurisdictions in which we operate, specific statutory and regulatory requirements must be met throughout the life of the mining or processing operations regarding air quality, water quality, fisheries, wildlife and biodiversity protection, archaeological and cultural resources, water rights, solid and hazardous waste management and disposal, the management and transportation of hazardous chemicals, toxic substances, noise, community right-to-know, land use and reclamation. Such laws and regulations, which may change over time, increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date, compared to industry norms. However, changes in such laws and regulations could require us to expend significant resources and could have a material adverse effect on our business operations. The posting of reclamation and remediation performance bonds and the costs associated with permitting and licensing activities require a substantial budget and ongoing cash commitments, including capital expenditures and operating costs that are incorporated into our budgets, project analyses and earnings projections. We do not currently expect, for the current fiscal year or for any subsequent period, capital expenditures for environmental control facilities to be material beyond amounts included in its ordinary-course project, permitting, restoration and compliance budgets. In addition to pursuing ongoing permitting and licensure for new projects and additions to our existing projects, these expenditures include ongoing monitoring (e.g., wildlife, groundwater and effluent monitoring) and other activities to ensure regulatory and legal compliance, as well as compliance with our permits and licenses.

We believe that we comply in all material respects with all federal, state, provincial, local and foreign applicable laws and regulations which govern environmental quality and pollution control. The appropriate regulatory agencies review reports for compliance with permit and license requirements and also conduct routine and regular inspections of our activities at our permitted and licensed sites and, to date, we have not been notified of any material non-compliance that would require any form of financial penalty or operating restriction.

The following summarizes certain material environmental and regulatory requirements applicable to our U.S. and Canadian uranium projects.

United States

Licenses and Permits

In Texas, the Railroad Commission of Texas (the “RCT”) regulates surface extraction and exploration for uranium and issues the necessary permits for exploration drilling inside an approved area, and the Texas Commission on Environmental Quality (the “TCEQ”) regulates ISR uranium extraction and issues the necessary licenses and permits. The RCT has issued us exploration permits for each of Bee, Duval and Goliad Counties in Texas. The TCEQ has issued Mine Area Permits for our Palangana and Burke Hollow Mines and projects in Goliad County (such projects, the “Goliad Project”) and Radioactive Material Licenses (“RMLs”) for our Palangana and Burke Hollow Mines, Goliad Project and the Hobson CPP, PAA permits for our Palangana and Burke Hollow Mines and Goliad Project, and Class I disposal well permits for each of our Hobson CPP, Palangana Satellite Facility and Burke Hollow and Goliad Projects. All permits and licenses issued by the RCT and the TCEQ are currently in effect and are expected to be timely renewed; however, certain of Goliad Project’s permits, namely its Class III Injection Well Permit, Production Area Authorization and Aquifer Exemption Order, as amended, and Class I disposal well permits, have been challenged and await final regulatory or judicial resolution.

In 2018, the U.S. Nuclear Regulatory Commission (“NRC”) delegated authority to the State of Wyoming for regulation of uranium and thorium milling facilities, source material possessed at the milling facilities, and certain byproduct material regulated under the Atomic Energy Act. In Wyoming, the WDEQ, Land Quality Division (the “WDEQ/LQD”) regulates ISR uranium mining activities and issues necessary permits and licenses, the WDEQ/LQD Uranium Recovery Program (the “WDEQ/LQD/URP”) regulates uranium recovery operations and issues the necessary licenses, and the WDEQ Water Quality Division (the “WDEQ/WQD”) regulates deep underground wastewater injections and issues the necessary permits. The WDEQ/LQD has issued Permits to Mine and the WDEQ/LQD/URP has issued RMLs for each of our Christensen Ranch, Irigaray, Ludeman, Moore Ranch and Reno Creek Projects. Permits to Mine are also held for our Sweetwater, Big Eagle and Jackpot mines in the Great Divide Basin of Wyoming, and an RML is held for our Sweetwater mine, mill and tailing storage facility. 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. The WDEQ/LQD has also issued Drilling Notification Permits, which cover exploration drilling outside of areas within a Permit to Mine, for our various exploration projects in the Powder River Basin and in the Great Divide Basin of Wyoming. The WDEQ/WQD has issued Class I disposal well permits for our Christensen Ranch Mine, our Irigaray Project, our Moore Ranch Project and our Reno Creek Mine. All such permits and licenses issued by the WDEQ/LQD, the WDEQ/LQD/URP and the WDEQ/WQD are currently in effect and are expected to be timely renewed.

The federal Safe Drinking Water Act (“SDWA”) creates a nationwide regulatory program to protect groundwater and is administered by the US. Environmental Protection Agency (the “EPA”). However, to avoid the burden of dual federal and state regulation, the SDWA allows for states to issue underground injection control (“UIC”) permits to satisfy the UIC requirements under the SDWA under two conditions: the state’s program must have been granted primacy, as is the case in Texas and Wyoming, and the EPA must have granted an aquifer exemption upon the state’s request (an “Aquifer Exemption”). As of July 31, 2026, we held Aquifer Exemptions for each of our Palangana Mine, our Goliad, Burke Hollow, Christensen Ranch, Irigaray, Ludeman, Moore Ranch and Reno Creek Projects, and our Christensen Ranch, Irigaray, Moore Ranch and Reno Creek Class I disposal wells. 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.

Waste Disposal

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.

Air Emissions

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. 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. 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. In Wyoming, air permits are required for point source emissions of particulate. We have an air quality permit for the calciner present at the Irigaray CPP. Typically, air quality permits are not required for ISR mining operations as emissions are near zero.

Clean Water Act

The Clean Water Act (the “CWA”) imposes restrictions and strict controls regarding the discharge of wastes, including mineral processing wastes, into waters of the United States, a term which is broadly defined. Permits must be obtained to discharge pollutants into federal waters. 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, and Wyoming requires storm water permits for the construction and operation of ISR wellfields and plants. In addition, the EPA has promulgated regulations that may require us to obtain permits to discharge storm water runoff. We have storm water permits for our Christensen Ranch Mine where wellfields are under construction. We have storm water permits for Christensen Ranch where wellfields are under construction. Management believes that we are in substantial compliance with current requirements to obtain permits to discharge storm water runoff; however, in the event of unauthorized discharge of waste, we may be liable for penalties and costs.

Canada

Uranium mining and milling projects in Canada are among the most heavily regulated types of projects in the country, with regulatory oversight at both the federal and provincial levels. The Canadian Nuclear Safety Commission (the “CNSC”) is the independent federal nuclear regulator responsible for regulating nuclear activities in Canada under the NSCA. Canadian uranium projects are also subject to provincial environmental assessment, permitting and land-use requirements, as well as consultation obligations with Indigenous groups where project approvals may affect Aboriginal or Treaty Rights. Compliance generally requires environmental assessment, licensing, management systems, monitoring, reporting and ongoing regulatory engagement.

Province of Saskatchewan

In Saskatchewan, uranium mining projects may be subject to The Environmental Assessment Act and the provincial Environmental Impact Assessment (“EIA”) process. The process generally begins with a Technical Proposal describing the project and potential impacts to the environment and human health and safety. Following provincial review, a project may be designated as a “development” requiring an EIA and project-specific terms of reference. The EIA process typically includes environmental baseline work, site characterization and engagement or consultation activities, including any activities delegated in support of the province’s duty to consult.

After submission of an EIA, provincial authorities review the filing, identify any deficiencies and, if appropriate, place the EIA into public review. Following completion of the review process, the Minister of Environment may approve the EIA, typically subject to conditions, after which project-specific leases, licenses and permits may be completed.

A surface lease is required before mining work may commence in Saskatchewan and generally covers the areas expected to be disturbed, together with an appropriate buffer. Although lease discussions and licensing preparation may proceed in parallel with the EIA process, final issuance of material leases, licenses and permits generally requires a positive EIA decision.

Provincial mining project licensing is generally coordinated through the Saskatchewan Ministry of Environment, with additional approvals potentially required from other ministries or agencies for matters such as health and safety, labor, employment, royalties, lands and related project activities. Depending on project design and water source, Saskatchewan uranium projects may also require water rights licenses and approvals to construct and operate water-related works from the Saskatchewan Water Security Agency, including for surface water or groundwater use and associated diversion, supply or operating works.

Canadian Government

At the federal level, the Impact Assessment Act may require an Impact Assessment where a project meets prescribed thresholds under the Physical Activities Regulations, 2019 or is designated by the federal Minister of Environment and Climate Change. Our current proposed Canadian projects do not trigger the prescribed thresholds and therefore do not require a federal Impact Assessment on that basis, although they remain subject to possible ministerial designation.

The CNSC may participate in or provide technical comments during the provincial EIA process, although the provincial EIA decision is made independently by the provincial authorities. The CNSC is the principal federal licensing authority for uranium projects and conducts an environmental protection review in connection with license applications under the NSCA to ensure protection of the environment and human health. CNSC review also addresses applicable federal requirements and policy considerations, including those relating to Indigenous peoples. The CNSC licensing process may proceed in parallel with the provincial EIA process, although a positive environmental decision is required before the CNSC may approve applicable licensing packages. CNSC licensing and oversight are conducted on a cost-recovery basis under the Cost Recovery Fees Regulations.

In support of licensing, proponents are required to develop management systems, policies, programs, procedures and monitoring commensurate with the proposed scope of activities. The CNSC assesses projects across safety and control areas, including quality management, occupational health and safety, environmental protection, radiation protection, tailings management, safeguards and non-proliferation. CNSC staff present their findings to the Commission as part of licensing deliberations. A licensing stage can take approximately 26 months from the time an application is deemed sufficient to the written Commission license decision. A licensing stage can take 26 months from the time the application is deemed sufficient to the written Commission license decision.

Mineral Rights

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. 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. 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. 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 mill site claims registered with the BLM and the appropriate counties. Our federal mining claims consist of both unpatented lode and placer mining claims registered with the US Bureau of Land Management (“BLM”) and the appropriate counties. Annual fees must be paid to maintain unpatented mining claims with the BLM. 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 fees must be paid to maintain state mineral leases, and minimum exploration expenditures are required. 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, annual fees must be paid to maintain the 410 mill site claims at our Sweetwater Project site.

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. 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”, “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. 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.

With respect to certain of our mineral rights in Paraguay, the Ministry of Public Works and Communications (“MOPC”), the mining regulator in Paraguay, has taken the position that certain concessions forming part of our Yuty, Alto Parana and Colonel Oviedo Projects are not eligible for extension as to exploration or continuation to exploitation in their current stages. As we remain fully committed to our development path forward in Paraguay, we have filed certain applications and appeals in Paraguay to reverse the MOPC’s position in order to protect our continuing rights in those concessions.

Human Capital Resources

As of July 31, 2026, we had 257 employees, 201 of whom were located in the United States, 36 in Canada and 20 in Paraguay. We seek to attract and retain 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. We strive to fill employment openings through internal promotions or transfers of qualified employees, as appropriate.

Available Information

Our website address is www.uraniumenergy.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, 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.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. Reports and amendments thereto filed or furnished electronically with the SEC are available at the SEC’s website at www.sec.gov.

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 or any other report or document filed with or furnished to the SEC.

Item 1A. Risk Factors

An investment in the shares of our common stock or other securities is subject to risks inherent in our businesses and the industries in which we operate. We describe below certain risks and uncertainties, the occurrences of which could have a material adverse effect on us. The risks and uncertainties described below include known material risks that we face currently, but our material risks are continually evolving, and the below descriptions may not include future risks that are not presently known, risks that are not currently believed to be material or other risks that generally apply to most businesses. Although we have risk management policies, practices and procedures in place that are aimed at mitigating these risks, the occurrence of these uncertainties may nevertheless impair our business operations and adversely affect the actual outcome of matters as to which forward-looking statements are made. This Annual Report is qualified in its entirety by these risk factors. Before making an investment decision, investors should carefully consider all the risks described below together with the other information included in this Annual Report and the other reports we file with the SEC.

Risks Related to Our Company and Business

Our operations are capital intensive and we will require significant additional financing to continue with our exploration, pre-extraction and extraction activities on our existing projects and to acquire additional mineral projects. Further, we have a history of negative operating cash flow and net losses and may be unable to develop or maintain positive cash flow from our mining activities.

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 our exploration, pre-extraction and extraction activities. Historically, we have relied primarily on equity and debt financings, and on cash flows from sales of our purchased uranium inventories under our Physical Uranium Program to fund our operations. However, we have a history of significant negative cash flow and net losses. Although we generated revenue from sales of purchased uranium inventory and toll processing services totaling $164.4 million during fiscal year ended July 31, 2023, from sales of purchased uranium inventory of $66.84 million during Fiscal 2025, and from sales of purchased uranium inventory of $37.25 million during Fiscal 2026, we have yet to achieve consistent profitability or positive cash flow from operations, and we do not expect to do so 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. Any inability to obtain additional financing when required would have a negative impact on our operations, including delays, curtailment or abandonment of any one or all of our uranium projects. 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.

Any failure to successfully develop and/or ramp-up operations at our projects may adversely affect our financial condition and operating results.

In August 2024, we restarted uranium extraction at our fully permitted, and past producing, Christensen Ranch Mine ISR operation in Wyoming, and in April 2026, we commenced uranium extraction at our Burke Hollow Mine ISR operation in Texas. The ramp-up phase at these projects will continue while new production areas are being constructed and completed at the Christensen Ranch Mine and the Burke Hollow Mine in 2026 and 2027.

The ramp-up stage of our operations involves significant technical, operational, and financial risks. For example, we may experience delays in commissioning equipment, achieving production capacity, and optimizing our processing systems, which 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. Accordingly, there can be no assurance that we will successfully ramp-up these operations or sustain commercial extraction.

Continued mining activities at our ISR Mines will eventually deplete those mines or cause such activities to become uneconomical. If we are unable to directly acquire, or to develop existing uranium projects into, additional uranium mines from which we can commence uranium extraction, our ability to generate revenue and positive cash flows will be negatively impacted. In addition, the economic viability, expected duration and profitability of our ISR Mines, of any future satellite ISR mines, and of our uranium projects, including our Ludeman, Reno Creek and Sweetwater Projects in Wyoming and our Roughrider Project in Saskatchewan, Canada, are subject to numerous risks and uncertainties, many of which are described elsewhere in these risk factors, including a significant or prolonged decline in the market price of uranium, difficulty in marketing or selling uranium concentrates, higher than expected capital or extraction costs, lower than expected extraction, delays, reductions or stoppages of extraction activities, and the introduction of more stringent laws and regulations. Any one or more of these occurrences may adversely affect our financial condition and operating results. Any one or more of these occurrences may adversely affect our financial condition and operating results.

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, and 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.

We have established estimates of mineral resources for certain of our projects, including our ISR Mines, but none of our properties contain mineral reserves as defined under S-K 1300, and we have no present plans to establish proven or probable reserves for any project for which we plan to utilize ISR mining. As a result, despite current mining operations having commenced at the Christensen Ranch Mine and Burke Hollow Mine, there is inherent uncertainty and risk as to whether 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. 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. For additional information, see the risk factors “There are numerous uncertainties involved in the estimation of mineral resources” and “Initial assessments on our properties are preliminary in nature and there is no assurance that any economic projections in those assessments will be realized” below.

There are numerous uncertainties involved in the estimation of mineral resources.

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.

Initial assessments on our properties are preliminary in nature and there is no assurance that any economic projections in those assessments will be realized.

We have completed initial assessments, as defined in S-K 1300, in respect of certain of our mineral properties. The initial assessments for our Irigaray, Christensen Ranch, Reno Creek, Ludeman, Hobson, Burke Hollow and Roughrider projects include economic analysis, sometimes referred to as a preliminary economic assessments or initial economic assessments. Such assessments are preliminary in nature, include inferred mineral resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that such economic assessments will be realized. An initial assessment is a preliminary technical and economic study of the economic potential of mineral resources; it is not a pre-feasibility study or feasibility study and does not demonstrate economic viability. 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. There is no certainty that the mineral resource estimates or the economic projections set forth in any initial assessment will be realized, and mineral resources are not mineral reserves and do not have demonstrated economic viability.

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 having commenced uranium extraction at our ISR Mines, we remain an exploration stage issuer (as defined under S-K 1300) and will continue to be until proven or probable reserves are established, which may never occur. Under United States generally accepted accounting principles (“U.S. GAAP”), under which acquisition costs of mineral rights are initially capitalized as incurred, while exploration and pre-extraction expenditures are expensed as incurred until proven or probable reserves are established for a project, after which subsequent mine development expenditures for that project are capitalized as incurred.

By contrast, a production stage issuer (as defined under S-K 1300) has established proven and probable reserves and typically capitalizes ongoing development expenditures, with corresponding depletion calculated over those reserves using the units-of-production method and allocated to inventory and, as that inventory is sold, to cost of goods sold. Because we expense these expenditures as incurred, we report larger losses than a production stage issuer, and no corresponding depletion is allocated to future periods, resulting in lower inventory costs and cost of goods sold and higher gross profits and lower losses in future periods. 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 those of a production stage issuer. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies that are a Production Stage Issuer.

Estimated costs of future reclamation obligations may be significantly exceeded by actual costs incurred in the future. Furthermore, only a portion of the financial assurance required for the future reclamation obligations has been funded.

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 $43.14 million on our balance sheet as of July 31, 2026, 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. 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 of July 31, 2026, the total estimated reclamation costs for all of our projects was $93.92 million. We have secured $64.27 million of surety bonds as an alternate source of financial assurance for the estimated costs of the reclamation obligations, of which $1.89 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 $62.38 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.

We cannot provide any assurance that our Physical Uranium Program will be successful, which may have an adverse effect on our results of operations and financial condition.

To date, we have acquired, and may from time to time acquire, additional drummed uranium under our Physical Uranium Program. Typically, we utilize cash on hand, including proceeds from financings, to fund such acquisitions. Typically, we utilize cash on hand, including the proceeds from financings, to fund such acquisitions. This strategy is subject to a number of risks and there is no assurance that the strategy will be successful. 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. 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. There is no certainty that any future purchases of U3O8 contemplated by us under our Physical Uranium Program will be completed.

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. In addition, we may have 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 or finance our business plans, which could result in losses and adversely affect our operations and financial condition.

Our uranium storage arrangements expose us to counterparty and operational risks of the storage operators.

Currently, the uranium we purchase is or will be stored at the licensed uranium conversion facilities at ConverDyn, located in Metropolis, Illinois, a joint partnership between Solstice Advanced Materials Inc. and General Atomics, and at the facilities owned by Cameco Corporation (“Cameco”), 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. 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 and operating results. 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 third-party facilities, we are exposed to the credit and operational risks of the facility. Any loss or damage of the uranium may not be fully covered or absolved by contractual arrangements with such parties, and we may be financially and legally responsible for losses and/or damages not covered by indemnity provisions or insurance. 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 and operating results.

We do not insure against all of the risks we face in our operations.

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, general commercial, cargo and cyber 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 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. 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.

Acquisitions that we may make from time to time could have an adverse impact on us.

From time to time, we examine opportunities to acquire additional assets and businesses. Any acquisition that we may choose to complete may be of a significant size, may change our business and operations and may expose us to new geographic, political, operating, financial and geological risks. 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. They may also introduce new operations or lines of business in addition to our existing focuses. 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. 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. 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 or efficiencies within expected timeframes 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. 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 or new businesses, our leverage will be increased. 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 stockholders may suffer dilution. 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 or new businesses with our existing resources. 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 or new businesses or that any acquisition or new business will achieve the benefits we anticipate.

We may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations.

Our exploration and mining activities are dependent upon the grant from regulatory or governmental authorities of appropriate rights, authorizations, licenses, permits and consents (collectively, the “permits”), as well as continuation and amendment of these permits already granted. Such permits may be granted for a defined period of time, may not be granted, may be withdrawn or may be granted subject to limitations. In addition, the ramp-up of projects and activation of new header units require regulatory licensing and permitting. While we make every reasonable attempt to secure the permits necessary to advance our projects according to the policies and guidelines applicable to each permit, approval of permits rests solely with the governing agency and is outside of our control. In addition to the statutory and regulatory processes, there are other factors, such as limited agency staffing due to budgetary constraints and staff turnover and government shutdowns, that can impact permit reviews and approvals.

The requirements for obtaining an RML for our mineral properties in the United States allows for public participation. Third parties may object to the issuance of RMLs and/or permits required by us, which may significantly delay our ability to obtain an RML and/or a permit. Also, inexperienced staff at regulatory agencies or government shutdowns may delay the issuance of required permits. Generally, public objections can be overcome through the procedures set forth in the applicable permitting legislation; however, significant financial resources and managerial resources are required through this process. In addition, the various regulatory agencies must allow and fully consider the public objections/comments according to such procedures set out in the applicable legislation and there can be no assurance that we will be successful in obtaining an RML and/or a permit, which could have a material adverse effect on the viability of a project.

There can be no assurance that we will receive necessary regulatory permits, licenses and authorizations on a timely basis or at all, or that permits already granted will not be withdrawn or made subject to limitations, including as a result of our failure to meet ongoing permitting conditions and requirements. A failure or delay in obtaining such permits, licenses or authorizations may adversely impact our development and operating plans, results of our operations and financial condition. 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. 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.

We may be subject to litigation and regulatory and judicial proceedings, including third-party challenges to our permits and licenses, which could be costly, divert management attention and adversely affect our operations.

From time to time, we are or may become party to litigation, arbitration, contested case hearings, regulatory proceedings, administrative appeals and other legal or judicial proceedings arising in the ordinary course of our business or otherwise, including proceedings relating to the issuance, renewal, amendment, or validity of the rights, permits, licenses and authorizations required for our projects and operations. Third parties, including landowners, non-governmental organizations, community and other stakeholder groups, and other persons, have in the past opposed, and may in the future oppose, our applications for, or the continued effectiveness of, our permits and licenses, including through requests for hearings, contested case proceedings, petitions for reconsideration, petitions for judicial review and appeals. For example, certain of Goliad Project’s permits that are currently in effect have been challenged and await final regulatory or judicial resolution. These proceedings may be protracted and expensive, and their outcomes are inherently uncertain. An adverse determination in, or settlement of, any such proceeding, or a decision remanding or vacating a permit or license or requiring us to re-apply for or further support a permit or license, could suspend, revoke, modify, delay or prevent development, extraction, processing or other activities at one or more of our projects, require us to incur significant additional costs, or otherwise have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. Regardless of the merits or ultimate outcome, litigation and other proceedings can be costly to defend or pursue, divert the attention of management and other personnel from our operations, limit our ability to obtain financing, and result in reputational harm.

We hold mineral rights in foreign jurisdictions which could be subject to additional risks due to political, taxation, economic and cultural factors.

Operations in foreign jurisdictions outside of the United States, 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 United States. 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 US 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. 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. 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.

The title to our mineral property interests may be challenged.

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. 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.

We depend on certain key personnel, and our success will depend on our continued ability to retain and attract such key personnel and qualified and experienced employees.

Our success is dependent on the efforts, abilities and continued service of certain senior officers and key employees and consultants, a number of whom 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. 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.

Furthermore, availability and retention of qualified and experienced employees cannot be assured in our industry, many aspects of which are highly specialized. This is particularly true in the current labor markets in which we recruit our employees, including where we compete with higher paying energy jobs, and because of the remote locations for which employees are needed. The skilled professionals with expertise in geologic, engineering and process aspects of uranium ISR and other facets of our business are currently in high demand, as there are relatively few professionals with both expertise and experience. As we grow, there is a risk that we may not be able to grow our qualified workforce in pace with the growth of our business and activities, which could hamper our growth efforts.

Certain directors and officers may be in a position of conflict of interest with respect us due to their relationship with other business ventures.

The majority of our directors and officers are involved in other business ventures, including having 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. 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. 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 directors are required by law to exercise their respective powers in good faith and with a view to the interests of the Company and to disclose any interest which they may have in any of our projects or opportunities. Conflicts of interest that arise will be subject to and governed by the procedures in our Code of Business Conduct for Directors, Officers and Employees.

Our launch of UR&C and its development of a uranium refining and conversion project is at an early stage, and is subject to a number of risks.

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 an early stage, there are uncertainties regarding its potential benefits, U.S. government engagement and support for the project and capital requirements for the project. Furthermore, the decision to pursue a new conversion plant requires considering current market conditions and market conditions projected for 10 to 30 years from now, including projections of demand for uranium hexafluoride (“UF6”), the critical feedstock for enrichment that enables the production of low-enriched uranium and high-assay low-enriched uranium, fuels essential to powering large, small and advanced reactors for undersupplied domestic and allied markets. If the actual increase in demand of UF6 is less than our projections, such demand can be filled by the expansion of existing operations, restart of idled operations or other circumstances which would obviate the desirability of a new conversion plant.

We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks associated with implementation and integration.

Our operations depend upon the availability, capacity, reliability and security of our information technology (“IT”) infrastructure, and our ability to expand and update this infrastructure as required, to conduct daily operations. We rely on various IT systems in all areas of our operations, including financial reporting, exploration and development data analysis, human resource management, regulatory compliance and communications with third parties.

These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as network and/or hardware disruptions resulting from incidents such as unexpected interruptions or failures, natural disasters, fire, power loss, vandalism and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Moreover, the increasing sophistication of cybersecurity threats, coupled with the adoption of emerging technologies such as AI, automation, and cloud-based platforms, poses risks to our operations, financial performance and reputation.

We currently employ tools enhanced by AI in limited capacity within our systems for cybersecurity and data gathering, and may expand our use of AI tools in the future to further improve our processes. In addition, our vendors and other service providers may incorporate generative AI tools into their offerings without disclosing or fully clarifying this use to us. While AI has the potential to improve efficiency, it also presents unique vulnerabilities, including algorithmic biases that could lead to inaccurate decisions or unintended outcomes; data integrity risks, such as manipulation or corruption of datasets used to train AI systems; and unauthorized access or exploitation of AI-powered systems, potentially compromising operations or sensitive data.

The ability of the IT function to support our business in the event of any such occurrences and the ability to recover key systems from unexpected interruptions cannot be fully tested. There is a risk that, if such an event actually occurs, our continuity plans may not be adequate to immediately address all repercussions of the disaster. In the event of a disaster affecting a data center or key office location, key systems may be unavailable for a number of days, leading to inability to perform some business processes in a timely manner. As a result, the failure of our IT systems or a component thereof could, depending on the nature of any such failure, adversely impact our reputation and results of operations.

Although to date we have not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that we will not incur such losses in the future. Unauthorized access to our IT systems by employees or third parties could lead to corruption or exposure of confidential, fiduciary or proprietary information, interruption to communications or operations or disruption to our business activities or our competitive position. Further, disruption of critical IT services, or breaches of information security, could have a negative effect on our operational performance and our reputation. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority.

We apply technical and process controls in line with industry-accepted standards to protect information, assets and systems; however, these controls may not adequately prevent cybersecurity breaches. There is no assurance that we will not suffer losses associated with cybersecurity breaches in the future and may be required to expend significant additional resources to investigate, mitigate and remediate any potential vulnerabilities. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Fluctuations in the fair value of our marketable equity securities could materially affect our results of operations, financial condition and cash flows.

We hold investments in publicly traded equity securities that are measured at fair value, with changes in fair value recognized in earnings. The market prices of these securities are subject to volatility due to factors beyond our control, including fluctuations in the broader equity markets, changes in investor sentiment, macroeconomic conditions, interest rates, foreign exchange rates, industry specific developments and company specific events affecting the issuers of such securities. As a result, the fair value of our marketable securities may decline significantly over short periods of time.

Unrealized losses resulting from declines in the market value of our equity securities are recorded in our results of operations and could adversely affect our reported earnings, even if we do not intend to sell the underlying securities and the issuers’ long-term fundamentals remain unchanged. In addition, if we determine that it is appropriate to divest any of these investments during periods of market weakness, we may be required to realize losses that could negatively impact our liquidity and financial condition. Accordingly, volatility in the fair value of our marketable securities could cause significant variability in our financial results from period to period.

General inflationary pressures may impact our costs and affect our results of operations.

Inflationary pressure may also affect our labor, commodity, and other input costs, which could affect our financial condition. Operational costs may be affected by continuing inflation and cost-of-goods due to supply chain issues, as well as the possible need to utilize a greater level of contractor services if required staffing is unavailable or cannot timely be hired and trained, resulting in higher costs for key inputs required for our operations, which may be directly through higher transportation costs, as well as indirectly through higher costs of products that rely on energy, which could result in material adverse effects to our operations.

Our business is subject to the U.S. Foreign Corrupt Practices Act and other extraterritorial and national anti-bribery laws and regulations, a breach or violation of which could lead to substantial sanctions and civil and criminal prosecution, as well as fines and penalties, litigation, loss of licenses or permits and other collateral consequences and reputational harm.

We are subject to anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada). Failure to comply with these laws could subject us to, among other things, reputational damage, civil or criminal penalties, other remedial measures and legal expenses which could adversely affect our business, results of operations and financial condition. It may not be possible for us to ensure compliance with anti-bribery and anti-corruption laws in every jurisdiction in which our employees, agents, sub-contractors or joint venture partners are located or may be located in the future.

Risks Related to our Industry

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, such as wildfires, floods, earthquakes, tornados, lightning, accidental fires, unplanned power outages and water shortages, 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) operating labor disruptions and labor disputes; (xi) government permit restrictions and regulation restrictions; (xii) unavailability of materials and suitable or adequate machinery or equipment; and (xiii) the failure of equipment or processes to operate in accordance with specifications or expectations. These risks and uncertainties could result in: (i) delays, interruptions, reductions or stoppages in our mining activities or impairment of our exploration and development 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 or death; (v) environmental damage; (vi) monetary losses; (vii) legal claims; and (viii) adverse governmental action, all of which could have a material adverse impact on our future financial condition, results of operations and cash flows.

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. 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 to, for example, 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. 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. 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) costs and efficiency of the recovery methods that can be employed; (iii) the market price of uranium, which may be volatile; (iv) government regulations and regulatory requirements including, without limitation, those relating to environmental protection, permitting and land use, taxes, royalties, allowable extraction or production, land tenure, transportation, infrastructure, worker health and safety and importing and exporting of uranium; and (v) government actions, including the establishment or expansion of mineral withdrawals, parks and monuments. 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 economically extract minerals from any identified mineral source. 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. 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.

The marketability of uranium concentrates will be affected by numerous factors beyond our control which may result in our inability to receive an adequate return on our invested capital.

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. 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. 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.

Mining operations involve a high degree of risk.

The exploration, construction, development, operation, expansion and restarting mineral projects involve significant financial, technical and regulatory risks over an extended period of time that even a combination of careful evaluation, experience and knowledge may not eliminate. The development or advancement of our exploration properties is contingent upon obtaining satisfactory exploration results, project permitting and licensing and financing, and 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, and it is very difficult to ensure that our current or proposed programs will result in profitable commercial extraction, mining or recovery operations. 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.

The construction, development, expansion and restarting of projects are 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, and engineering and construction timetables and capital costs being correctly estimated and not affected by unforeseen circumstances, including delays due to litigation or injunctions. Whether a mineral deposit will ultimately be commercially viable depends on the factors described above under the risk factor “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”, as well as financing costs and the potential for litigation. 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 estimates. It is not unusual in the mining industry for new operations and facilities to experience unexpected problems during start-up, to take much longer than anticipated to reach a recovery or producing phase, to require more capital and operate at higher costs than expected, or to incur higher-than-expected reclamation liabilities. 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.

Since there is no public market for uranium, selling uranium may take extended periods of time and suitable purchasers may be difficult to find, which could have a material adverse effect on our financial condition and operating results.

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 pool of potential purchasers and sellers is limited, and each transaction may require the negotiation of specific provisions. 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. Accordingly, a sale may take several weeks or months to complete. If we determine to sell any physical uranium that we have acquired or produced, 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. 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 financial condition and operating results.

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 in any of our projects, which would have a material adverse effect on our operations.

Uranium exploration, pre-extraction, extraction and mining activities are subject to numerous stringent federal, state and local laws, regulations and standards governing, among other things, permitting, extraction, exports and imports, taxes, labor and occupational health and safety, waste disposal, emissions, water storage, environmental protection and remediation, mine decommissioning and reclamation, protection of endangered and protected species, mine safety, hazardous substances, and transportation safety and emergency response. Any future changes in these laws, regulations or standards, or in their enforcement or interpretation, could change the legal requirements or in the terms of existing permits, licenses and approvals applicable to us or our projects, which could have a material adverse impact on our operations or planned projects.

Our costs to comply with applicable laws, regulations and standards, including the posting of surety bonds associated with environmental and health and safety requirements, have been significant to date and are expected to increase in scale and scope as we expand our operations. Environmental and employee health and safety laws and regulations may also 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, financial condition, results of operations or cash flows.

Any failure to comply with applicable laws, regulations or standards, even if inadvertent, could result in delays, interruption or closure of exploration, pre-extraction and extraction programs, or material fines, penalties or other liabilities. We continue to monitor and assess changes to laws, regulations and standards applicable to us, and we currently believe that the impact of any such changes on our business is unlikely to be material. We cannot, however, assure that our efforts to mitigate the impact of any such changes to laws, regulations or standards will be successful and/or without significant attendant costs.

Changes in government policies and regulations could have a material adverse effect on our business, financial condition and results of operations.

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 changes in governmental policies, regulatory requirements and international trade policies that are beyond our control. 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). Such changes, including the tariff, trade and sanctions measures described below, could affect the demand for uranium and the costs of the products we require to operate and develop our projects, which could have a material adverse effect on our business, financial condition and results of operations.

The U.S. government has implemented tariffs and discussed additional tariffs, which would further increase costs. There continues to be discussion and dialogue in the U.S. government regarding potential changes to U.S. legislation, regulations, import tariffs, administrative measures and policies that affect trade and transactions with other countries, including Canada, Mexico, China and other U.S. trading partners, and retaliatory tariffs and other measures by such countries. These developments are ongoing and are subject to change, including the imposition of additional tariffs and retaliatory measures by countries subject to such tariffs. 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, which could have a material adverse impact on our business, financial condition and results of operations. 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 imposes economic sanctions and trade restrictions against certain countries and persons from time to time. For example, the U.S. government continues to impose a ban on the import of low-enriched uranium from Russia. If the U.S. 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. In addition, the outcome and timing of the ongoing Section 232 investigation covering uranium, and the remedies, if any, that may result from it (such as tariffs, quotas, import price floors or strategic reserve purchases), are uncertain, and any such measures, or the failure to adopt them, could adversely affect uranium prices, the market for U.S.-origin uranium and our business, financial condition and results of operations.

Mining, extraction, recovery, processing, construction, development and exploration activities depend, to a substantial degree, on adequate infrastructure.

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.

Demand for power generation for AI and data center operations impacts the uranium market and as a result, risks related to AI and data center operations may have an adverse effect on the marketability of uranium.

One of the drivers of the uranium market is increased demand of power generation supporting data center operations. We may not be able to identify such commercial opportunities or may be unsuccessful in executing on such opportunities. The rapidly evolving and competitive nature of the data center and AI landscape makes it difficult to evaluate the future prospects of these projects. In addition, we have limited insight into emerging trends that may adversely affect the development of such projects in our areas of operation, and the developers of these projects, if they were to materialize, would encounter the risks and difficulties frequently experienced by growing companies and project developers in rapidly changing industries, including, unpredictable and volatile revenues, increased expenses, an uncertain regulatory and political environment, novel litigation and corresponding outcomes and changes in business conditions. The viability of this business strategy and the resulting demand for our uranium by such customers will be affected by many factors outside of our control and may not be successful.

Major nuclear and global market incidents may have adverse effects on the nuclear and uranium industries.

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, and 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 our 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 overreliance 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. However, the uranium industry also potentially faces renewed skepticism and distrust as a result of Russia’s invasion of Ukraine due to Russia’s interference with Ukrainian nuclear plants. Such actions by Russia may result in increased and serious harm to global reception to nuclear energy.

Opposition to mining may disrupt our business activities.

In recent years, governmental agencies, non-governmental organizations, individuals, communities and courts have become more vocal and active with respect to their opposition to certain mining and business activities, including with respect to permitting activities at our Goliad Project. This opposition may take on forms such as road blockades, vandalism, threats and/or slander, applications for injunctions seeking to cease certain construction, development, extraction, mining and/or milling or recovery activities, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, government-imposed suspensions, issuances of unfavorable laws and regulations, changes in regulatory attitudes and interpretations and other rulings contrary to or otherwise harming our interests. For example, certain of Goliad Project's permits that are currently in effect have been challenged. These actions can occur in response to current activities or in respect of mines or facilities that are decades old. In addition, these actions can occur in response to our activities or the activities of other unrelated entities. Opposition to our activities may also result from general opposition to nuclear energy and mining. Opposition to our business activities is beyond our control. With the advent of social media and today’s access to information, non-governmental organizations around the world can more readily join together to solicit opposition on a world-wide basis to any of our operations or projects in the U.S. and internationally. Any opposition to our business activities may cause a disruption to our business activities and may result in increased costs and delays, which could have a material adverse effect on our business and financial condition.

We are subject to technical innovation and obsolescence.

Requirements for our products and services may be affected by technological changes in nuclear reactors, enrichment and used uranium fuel reprocessing. These technological changes could reduce the demand for our products and services and/or increase the supply of competitive products and services. The cost competitiveness of our operations may be impacted through the development and commercialization of other mining, milling, processing and other technologies. As a result, our competitors may adopt technological advancements that give them an advantage over us or that reduce the demand for our products and services or make them obsolete.

The uranium industry is highly competitive and we may not be successful in acquiring additional projects.

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.

Possible amendments to the U.S. General Mining Act of 1872 (the “General Mining Law”) could make it more difficult or impossible for us to execute our business plan.

Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the General Mining Law. Such bills have proposed, among other things, to: (i) either eliminate or greatly limit the right to a mineral patent; (ii) significantly alter the laws and regulations relating to uranium mineral development and recovery from unpatented and patented mining claims; (iii) impose a federal royalty on production from unpatented mining claims; (iv) impose time limits on the effectiveness of plans of operation that may not coincide with mine or facility life; (v) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims; (vi) establish a mechanism that would allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the U.S. general mining laws; and (vii) allow for administrative determinations that mining or similar activities would not be allowed in situations where undue degradation of the federal lands in question could not be prevented. If enacted, such legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop locatable mineral resources on our patented and unpatented mining claims. Although it is impossible to predict at this point what any legislated royalties might be, enactment could adversely affect the potential for construction and development and the economics of existing operating mines and facilities. Passage of such legislation could adversely affect our financial performance.

We are subject to global economic risks.

In the event of a general economic downturn or a recession, there can be no assurance that our business, financial condition and results of operations would not be materially adversely affected. During the global financial crisis of 2007 to 2008, economic problems in the United States and Eurozone caused deterioration in the global economy as numerous commercial and financial enterprises either went into bankruptcy or creditor protection or had to be rescued by governmental authorities. Access to public financing was negatively impacted by sub-prime mortgage defaults in the U.S., the liquidity crisis affecting the asset-backed commercial paper and collateralized debt obligation markets and massive investment losses by banks with resultant recapitalization efforts. Moreover, the occurrence of unforeseen or extended catastrophic events, such as the COVID-19 pandemic, and the emergence of a future pandemic or other widespread health emergency (or concerns over the possibility of such an emergency), could create economic and financial disruptions. Political instability, such the ongoing conflicts in Eastern Europe and in the Middle East, and impacts from such political instability, such as on transit routes including the Strait of Hormuz, have caused significant uncertainty in financial markets and disrupted supply chains. These types of challenges can impact commodity prices, including for our U3O8, as well as currencies and global debt and stock markets. In the event of a future pandemic or other widespread health emergency quarantine or otherwise, requirements or circumstances may require us to change the way we conduct our business and operations, including requiring us to reduce or cease operations at some or all our facilities for an indeterminate period of time. Furthermore, our critical supply chains may similarly be disrupted for an indeterminate amount of time. All these factors could have a material impact on our business, operations, personnel and financial condition.


Further, these types of challenges may impact our ability to obtain equity, debt or other financing on terms commercially reasonable to us, or at all, as described under the risk factor, “Our operations are capital intensive and we will require significant additional financing to continue with our exploration, pre-extraction and extraction activities on our existing projects and to acquire additional mineral projects. Further, we have a history of negative operating cash flow and net losses and may be unable to develop or maintain positive cash flow from our mining activities” above. Additionally, these types of factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If these types of challenges occur, or if there is a material deterioration in general business and economic conditions, our operations could be adversely impacted and the trading price of our securities could be adversely affected.


Risks Related to Our Common Stock

Historically, the market price of our common stock has been and may continue to fluctuate significantly.

Securities of mining companies have experienced substantial volatility and downward pressure in the recent past, often based on factors unrelated to the operating performance, underlying asset values or prospects of the companies involved. These factors include macroeconomic conditions in North America and globally and market perceptions of the attractiveness of particular industries. In addition to the volatility associated with general economic conditions and market perceptions, 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. 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.

Additional issuances of our common stock may result in significant dilution to our existing stockholders and reduce the market value of their investment.

We are authorized to issue 750,000,000 shares of common stock, of which 495,572,369 shares were issued and outstanding as of July 31, 2026. Future issuances for financings, mergers and acquisitions, exercise of stock options, vesting of restricted stock units 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. 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.

Proposed and new legislation in the U.S. Congress, including changes in U.S. tax law, may adversely impact the Company and the value of shares of our common stock.

Changes to U.S. tax laws (which changes may have retroactive application) could adversely affect us 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. The U.S. Congress passed and is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, and which legislation could adversely impact our financial performance and the value of shares of our common stock.

The laws of the State of Nevada and our Articles of Incorporation and Bylaws may protect our directors and officers from certain types of lawsuits.

The laws of the State of Nevada provide that our directors and officers will not be liable to us 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. 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. 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 residents outside of the United States, and it may be difficult for stockholders to enforce within the United States any judgments obtained against such directors or officers.

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. 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 U.S. 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 U.S. federal securities laws. The foregoing risks also apply to those experts identified in this Annual Report that are not residents of the United States.

We have never paid dividends and do not currently intend to do so in the foreseeable future. If our share price does not appreciate, our investors could potentially lose on their investment in our common stock.

We have never paid cash dividends on our common stock. We currently intend to retain our future earnings, if any, to fund the development and growth of our business, and we do not anticipate paying any cash dividends on our common stock for the foreseeable future. As a result, stockholders will have to rely on capital appreciation, if any, to earn a return on investment in any common stock in the foreseeable future. Furthermore, we may in the future become subject to contractual restrictions on, or prohibitions against, the payment of dividends.

Disclosure controls and procedures and internal control over financial reporting, no matter how well designed and operated, are designed to obtain reasonable, and not absolute, assurance as to its reliability and effectiveness.

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. 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. 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. 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.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Globally, organizations are encountering cybersecurity incidents with growing frequency, and the nature of these threats, including through the use of AI, 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.

Risk Management and Strategy

We have developed and maintained policies, procedures and controls that seek to assess, identify and manage 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 across our business. These risks are evaluated on an ongoing basis as part of our overall risk management strategy that is generally overseen by the Audit Committee (the “Audit Committee”) of our Board of Directors (the “Board”). Our Chief Executive Officer and our Chief Financial Officer oversee the details of our information security risk management approach. Under the direction of our Chief Financial Officer, our lead IT manager (the “IT Manager”) evaluates the effectiveness of the data and information systems in protecting our 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 reviews, among other things, physical security, network security, host security, application security, data security and AI usage. The evaluation includes attributes such as physical security, network security, host security, application security and data security. Our Security Operations Center, which consists of a team provided by our third party managed service provider, continuously monitors for security events and threats, responding and escalating when appropriate.

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, accessing such devices or resources for non-business purposes, disabling our security features and requirements and 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.

Despite these efforts, no system is impenetrable. In addition, new technology that could result in greater operational efficiency such as use of AI may further expose our operations and computer systems to risk of cybersecurity incidents. We cannot provide assurances that we will prevent every attack or timely detect every incident.

Engagement of Third Parties for Cybersecurity Risk Management

When appropriate, we use external subject matter specialists, including assessors, consultants or other third parties, to assess our cybersecurity risk management processes. We will consider resource and capital constraints when determining the nature and timing of enhancing our cybersecurity infrastructure. The Company will consider resource and capital constraints when determining the nature and timing of enhancing our cybersecurity infrastructure.

Overseeing Risks Stemming from Third-Party Service Providers

We maintain comprehensive internal protocols to mitigate cybersecurity threats associated with our use of third-party service providers. 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. We are currently enhancing these protocols to further strengthen our defenses and reduce potential vulnerabilities.

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Material Risks from Cybersecurity Threats

We are not aware of any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. Although our processes are designed to help prevent, detect, respond to, and mitigate the impact of such incidents, there is no guarantee that a future cybersecurity threat would not materially affect our business strategy, results of operations or financial condition. See “We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks associated with implementation and integration” in “Item 1A. Risk Factors” in this Annual Report.

Governance

Board of Directors Oversight

Our Board 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 us. Although our Board has ultimate responsibility with respect to risk management oversight, the Audit Committee is charged with and bears primary responsibility for, among other matters, overseeing risks specific to the identification and mitigation of cybersecurity threats. 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. 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. 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 Audit Committee is informed of the status of our cybersecurity risk management processes by management at least annually, and more frequently as needed. These briefings encompass a broad range of topics, including:

●

current cybersecurity landscape and emerging threats;

●

the status of ongoing cybersecurity initiatives, strategies, and best practices; and

●

incident reports and learnings from any cybersecurity events.

Management’s Role in Managing Risk

Our Chief Executive Officer and Chief Financial Officer oversee the details of our information security risk management approach and may appoint team leads from various departments from time to time to assist with certain aspects of our cybersecurity risk mitigation strategy.

Our IT Manager, under the direction of our Chief Financial Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The IT Manager has approximately eight years of experience in corporate IT management, cybersecurity and digital transformations. The IT Manager is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents through management of and participation in the cybersecurity risk management processes described above, and regularly reports to our Chief Financial Officer. Our Chief Financial Officer will immediately notify the Audit Committee and the Board of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Management will immediately notify the Audit Committee and Board of Directors of any cybersecurity incident that is determined to be material. Our Chief Financial Officer delivers updates to the Audit Committee and to the Board annually, or more frequently as needed, in response to specific incidents or emerging threats.

As we progress in the assessment and enhancement of our cybersecurity program, we plan to consider the following areas for enhancement and incorporation into the cybersecurity risk management and governance program in the future:

●

oversight of third-party cybersecurity risk;

●

engaging/outsourcing risk management personnel;

●

monitoring system/procedures for cybersecurity incidents; and

●

reporting to the Board regarding cybersecurity risks and incidents.

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