UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~April 30,~~October 31, 2023

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

For the transition period from _____ to _____

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
(U.S. corporate headquarters)		(Zip Code)

1830 – ~~1030~~1188 West Georgia Street Vancouver, British Columbia, Canada (Canadian corporate headquarters)		V6E ~~2Y3~~4A2 (Zip Code)

(Address of principal executive offices)

	(361) 888-8235
	(Registrant’s telephone number, including area code)

	Not applicable
	(Former name, former address and former fiscal year, if changed since last report)

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	UEC	NYSE American

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 ☐

Table of Contents

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 check mark 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.

☒ Large accelerated filer ☐ Accelerated filer

☐ Non-accelerated filer ☐ Smaller reporting company

☐ Emerging growth company

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. ☐

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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~377,530,040~~392,979,724 shares of common stock outstanding as of ~~June 7,~~December 8, 2023.

Table of Contents

FOR THE ~~THREE AND NINE MONTHS ENDED APRIL 30,~~three months ended October 31, 2023

(Unaudited – Expressed in thousands of U.S. Dollars unless otherwise stated)

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

(Unaudited – Expressed in thousands of U.S. dollars, except share and per share data)

																	Three Months Ended
				Three Months Ended April 30,						Nine Months Ended April 30,							October 31,
		Notes		2023			2022			2023			2022			Notes	2023			2022
SALES AND SERVICE REVENUE			14	$	20,217		$	9,892		$	125,440		$	23,083		13	$	108		$	57,292
COST OF SALES AND SERVICES			14		(13,998	)		(6,555	)		(90,793	)		(15,803	)	13		(90	)		(43,434	)
GROSS PROFIT					6,219			3,337			34,647			7,280				18			13,858

OPERATING COSTS
Mineral property expenditures					5,452			2,912			13,650			6,678				5,686			4,051
General and administrative					3,745			2,994			14,296			9,826				5,200			5,722
Acquisition-related costs					-			622			-			3,267
Depreciation, amortization and accretion			6,7,11		506			492			1,504			993		4,5,9		517			492
TOTAL OPERATING COSTS					9,703			7,020			29,450			20,764				11,403			10,265
INCOME (LOSS) FROM OPERATIONS					(3,484	)		(3,683	)		5,197			(13,484	)			(11,385	)		3,593

OTHER INCOME (EXPENSES)
Interest expenses and finance costs					(202	)		(144	)		(596	)		(1,242	)			(201	)		(196	)
Income (loss) from equity-accounted investments			8		(900	)		1,959			(985	)		4,714
Debt receivable recovery					-			9,171			-			9,171
Income from equity-accounted investments																7		1,459			31
Gain on disposition of assets																		1			-
Gain (loss) on revaluation of equity securities			9		(12,649	)		-			(12,992	)		547		8		17,313			(3,466	)
Gain on revaluation of derivative liabilities			12		5,550			-			4,651			-
Loss on revaluation of derivative liabilities																10		(6,901	)		(2,625	)
Other income (expenses)					155			40			(306	)		87				229			(1,122	)
Gain on settlement of liabilities					235			-			427			-
OTHER INCOME (EXPENSES)					(7,811	)		11,026			(9,801	)		13,277				11,900			(7,378	)
INCOME (LOSS) BEFORE INCOME TAXES					(11,295	)		7,343			(4,604	)		(207	)			515			(3,785	)
DEFERRED TAX RECOVERY					335			1			780			3				2,806			29
NET INCOME (LOSS) FOR THE PERIOD					(10,960	)		7,344			(3,824	)		(204	)			3,321			(3,756	)

OTHER COMPREHENSIVE LOSS
Translation loss					(3,589	)		(139	)		(9,740	)		(614	)			(11,049	)		(10,768	)
*TOTAL OTHER COMPREHENSIVE LOSS*	*TOTAL OTHER COMPREHENSIVE LOSS*				(3,589	)		(139	)		(9,740	)		(614	)			(11,049	)		(10,768	)
*TOTAL COMPREHENSIVE INCOME (LOSS)*				$	(14,549	)	$	7,205		$	(13,564	)	$	(818	)
TOTAL COMPREHENSIVE LOSS																	$	(7,728	)	$	(14,524	)

NET INCOME (LOSS) PER SHARE			15													14
Basic				$	(0.03	)	$	0.03		$	(0.01	)	$	(0.00	)		$	0.01		$	(0.01	)
Diluted				$	(0.03	)	$	0.03		$	(0.01	)	$	(0.00	)		$	0.01		$	(0.01	)

*WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,*	*WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,*
Basic					375,759,521			281,668,948			360,554,427			265,709,463				382,380,679			336,790,726
Diluted					375,759,521			291,760,955			360,554,427			265,709,463				391,423,178			336,790,726

The accompanying notes are an integral part of these condensed consolidated financial statements.

			Nine Months Ended April 30,							*Three Months Ended October 31,*
	Notes		2023			2022			*Notes*	*2023*			2022
NET CASH PROVIDED BY (USED IN):

OPERATING ACTIVITIES
Net loss for the period			$	(3,824	)	$	(204	)
Net income (loss) for the period										$	3,321		$	(3,756	)
Adjustments to reconcile net loss to cash flows in operating activities
Stock-based compensation		13		4,455			3,526		12		1,572			1,821
Depreciation, amortization and accretion		6,7,11		1,504			993		4,5,9		517			492
Amortization of long-term debt discount				-			525
(Income) loss from equity-accounted investment		8		985			(4,714	)
Gain on disposition of assets				(2	)		(19	)
Income from equity-accounted investment									7		(1,459	)		(31	)
Loss (gain) on revaluation of equity securities		9		12,992			(547	)	8		(17,313	)		3,466
Gain on revaluation of derivative liabilities		12		(4,651	)		-		10		6,901			2,625
Gain on settlement of liabilities				(427	)		-
Deferred tax recovery				(780	)		(3	)			(2,807	)		(29	)
Debt receivable recovery				-			(9,171	)
Changes in operating assets and liabilities
Inventories				39,933			(28,047	)			(36,732	)		37,405
Prepaid expenses and deposits				838			(641	)			(7,587	)		(87	)
Accounts and other receivables				(646	)		(29	)
Other current assets											148			(139	)
Accounts payable and accrued liabilities				(6,598	)		1,287				7,691			(5,229	)
Other liabilities				(1	)		6				21			(7	)
*NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES*	*NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES*			43,778			(37,038	)			(45,727	)		36,531

FINANCING ACTIVITIES
Proceeds from share issuances, net of issuance costs		13		64,853			152,750		11		56,534			28,060
Repayments of long-term debt				-			(10,000	)
Repayments of other loans				(66	)		(143	)			-			(49	)
Cash paid for withholding amounts on option exercise				(147	)		-				(667	)		(147	)
NET CASH PROVIDED BY FINANCING ACTIVITIES				64,640			142,607				55,867			27,864

INVESTING ACTIVITIES
Net cash used in U1A Acquisition				-			(113,588	)
Acquisition of UEX, net of cash acquired		3		1,984			-				-			4,369
Acquisition of Roughrider		4		(82,117	)		-				-			(80,000	)
Investment in mineral rights and properties				(51	)		(590	)			(1,160	)		-
Capital contribution to equity-accounted investment		8		(595	)		-		7		(653	)		-
Purchase of additional interest in equity-accounted investment									7		(5,676	)
Investment in equity securities		9		(42,219	)		(9,433	)	8		(811	)		-
Proceeds from sale of equity securities									8		3,427			-
Purchase of property, plant and equipment				(337	)		(515	)			(609	)		(152	)
Proceeds from sales of equity securities				-			9,980
Proceeds from disposition of assets				2			19
NET CASH USED IN INVESTING ACTIVITIES				(123,333	)		(114,127	)			(5,482	)		(75,783	)

*NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH*	*NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH*			(14,915	)		(8,558	)			4,658			(11,388	)
FOREIGN EXCHANGE DIFFERENCE ON CASH				(158	)		-				(32	)		(183	)
*CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD*	*CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD*			39,787			46,350				52,865			39,787
*CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD*	*CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD*		$	24,714		$	37,792			$	57,491		$	28,216

The accompanying notes are an integral part of these condensed consolidated financial statements.

Common Stock

Additional Paid-in Capital

Share Issuance Obligation

Accumulated Deficit

Accumulated Other Comprehensive Loss

Stockholders' Equity

Shares

Amount

Balance, July 31, 2022
289,638,307 $ 289 $ 613,179 $ - $ (286,373 ) $ (186 ) $ 326,909
Common stock

Issued for acquisition of UEX and Roughrider
66,324,560 66 235,306 - - - 235,372
Issued under ATM offering, net of issuance costs
5,218,890 5 21,709 - - - 21,714
Issued upon exercise of stock options
1,404,601 2 58 - - - 60
Issued upon exercise of warrants
3,410,898 4 6,136 - - - 6,140
Stock-based compensation

Common stock issued for consulting services
4,179 - 17 - - - 17
Common stock issued under Stock Incentive Plan
73,618 - 299 - - - 299
Amortization of stock-based compensation
- - 1,426 - - - 1,426
Replacement options issued for acquisition of UEX
- - 4,026 - - - 4,026
Net loss for the period
- - - - (3,756 ) - (3,756 )
Other comprehensive loss
- - - - - (10,768 ) (10,768 )
Balance, October 31, 2022
366,075,053 $ 366 $ 882,156 $ - $ (290,129 ) $ (10,954 ) $ 581,439
Common stock

Issued under ATM offering, net of issuance costs
7,040,363 7 26,099 - - - 26,106
Issued upon exercise of stock options
94,302 - - - - - -
Issued upon exercise of warrants
45,000 - 66 - - - 66
Stock-based compensation

Common stock issued for consulting services
49,228 - 201 - - - 201
Common stock issued under Stock Incentive Plan
66,471 - 262 - - - 262
Amortization of stock-based compensation
- - 1,085 - - - 1,085
Net income for the period
- - - - 10,892 - 10,892
Other comprehensive income
- - - - - 4,617 4,617
Balance, January 31, 2023
373,370,417 $ 373 $ 909,869 $ - $ (279,237 ) $ (6,337 ) $ 624,668
Common stock

Issued under ATM offering, net of issuance costs
2,912,000 4 10,595 - - - 10,599
Issued upon exercise of stock options
204,693 - - - - - -
Issued upon exercise of warrants
- - - 22 - - 22
Stock-based compensation

Common stock issued for consulting services
- - - - - - -
Common stock issued under Stock Incentive Plan
60,784 - 211 - - - 211
Amortization of stock-based compensation
- - 887 - - - 887
Net loss for the period
- - - - (10,960 ) - (10,960 )
Other comprehensive income
- - - - - (3,589 ) (3,589 )
Balance, April 30, 2023
376,547,894 $ 377 $ 921,562 $ 22 $ (290,197 ) $ (9,926 ) $ 621,838

	*Common Stock*				*Additional Paid-in Capital*		*Share Issuance Obligation*		*Accumulated Deficit*			*Accumulated Other Comprehensive Loss*			*Stockholders' Equity*
	*Shares*		*Amount*
Balance, July 31, 2023		378,452,864	$	378	$	924,737	$	-	$	(289,680	)	$	(3,608	)	$	631,827
Common stock
Issued under ATM offerings, net of issuance costs		10,770,000		11		56,259		-		-			-			56,270
Issued upon exercise of stock options		445,861		1		263		-		-			-			264
Stock-based compensation
Amortization of stock-based compensation		-		-		1,572		-		-			-			1,572
Net income for the period		-		-		-		-		3,321			-			3,321
Other comprehensive loss		-		-		-		-		-			(11,049	)		(11,049	)
Balance, October 31, 2023		389,668,725	$	390	$	982,831	$	-	$	(286,359	)	$	(14,657	)	$	682,205

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Common Stock				Additional Paid-in Capital		Share Issuance Obligation		Accumulated Deficit			Accumulated Other Comprehensive Loss			Stockholders' Equity			*Common Stock*				*Additional Paid-in Capital*		*Share Issuance Obligation*		*Accumulated Deficit*			*Accumulated Other Comprehensive Loss*			*Stockholders' Equity*
	Shares		Amount															*Shares*		*Amount*
Balance, July 31, 2021		236,796,866	$	237	$	441,991	$	360	$	(291,625	)	$	493		$	151,456
Balance, July 31, 2022																			289,638,307	$	289	$	613,179	$	-	$	(286,373	)	$	(186	)	$	326,909
Common stock
Issued under ATM offering, net of issuance costs		20,743,878		21		62,650		-		-			-			62,671
Issued for acquisition of UEX and Roughrider																			66,324,560		66		235,306		-		-			-			235,372
Issued under ATM offerings, net of issuance costs																			5,218,890		5		21,709		-		-			-			21,714
Issued upon exercise of stock options		753,990		1		383		-		-			-			384			1,404,601		2		58		-		-			-			60
Issued upon exercise of warrants		491,849		-		910		-		-			-			910			3,410,898		4		6,136		-		-			-			6,140
Issued for acquisition of mineral properties		64,149		-		219		-		-			-			219
Stock-based compensation
Common stock issued for consulting services		4,607		-		14		-		-			-			14			4,179		-		17		-		-			-			17
Common stock issued under Stock Incentive Plan		141,490		-		355		-		-			-			355			73,618		-		299		-		-			-			299
Amortization of stock-based compensation		-		-		803		-		-			-			803			-		-		1,426		-		-			-			1,426
Net loss for the period		-		-		-		-		(2,074	)		-			(2,074	)
Other comprehensive income		-		-		-		-		-			143			143
Balance, October 31, 2021		258,996,829	$	259	$	507,325	$	360	$	(293,699	)	$	636		$	214,881
Common stock
Issued as anniversary fees for credit facility		161,594		-		600		-		-			-			600
Issued under ATM offering, net of issuance costs		17,751,658		18		67,955		-		-			-			67,973
Issued upon exercise of stock options		193,345		-		63		-		-			-			63
Issued upon exercise of warrants		572,850		1		1,141		-		-			-			1,142
Issued for acquisition of mineral properties		47,715		-		206		-		-			-			206
Stock-based compensation
Common stock issued for consulting services		4,608		-		17		-		-			-			17
Common stock issued under Stock Incentive Plan		109,986		-		399		-		-			-			399
Amortization of stock-based compensation		-		-		654		-		-			-			654
Replacement options issued for acquisition of UEX																			-		-		4,026		-		-			-			4,026
Net loss for the period		-		-		-		-		(5,474	)		-			(5,474	)		-		-		-		-		(3,756	)		-			(3,756	)
Other comprehensive loss		-		-		-		-		-			(618	)		(618	)		-		-		-		-		-			(10,768	)		(10,768	)
Balance, January 31, 2022		277,838,585	$	278	$	578,360	$	360	$	(299,173	)	$	18		$	279,843
Common stock
Issued under ATM offering, net of issuance costs		4,800,000		5		18,552		-		-			-			18,557
Issued upon exercise of stock options		1,000,310		1		403		-		-			-			404
Issued (accrued) upon exercise of warrants		339,845		-		611		34		-			-			645
Stock-based compensation				-
Common stock issued for consulting services		2,854		-		13		-		-			-			13
Common stock issued under Stock Incentive Plan		96,280		-		344		-		-			-			344
Amortization of stock-based compensation		-		-		511		-		-			-			511
Net loss for the period		-		-		-		-		7,344			-			7,344
Other comprehensive loss		-		-		-		-		-			(139	)		(139	)
Balance, April 30, 2022		284,077,874	$	284	$	598,794	$	394	$	(291,829	)	$	(121	)	$	307,522
Balance, October 31, 2022																			366,075,053	$	366	$	882,156	$	-	$	(290,129	)	$	(10,954	)	$	581,439

The accompanying notes are an integral part of these condensed consolidated financial statements.

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

As at ~~April 30,~~October 31, 2023, we had working capital (current assets less current liabilities) of ~~$38,686~~$73,568 including cash and cash equivalents of ~~$17,463~~$50,240 and purchased uranium inventories of ~~$26,245.~~$42,549. We believe our existing cash resources and, if necessary, cash generated from the sale of the Company’s uranium inventories, will provide sufficient funds to carry out our planned operations for 12 months from the date that these interim condensed consolidated financial statements are issued. Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to achieve consistent positive cash flow from the sale of our uranium concentrates and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial.

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

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in U.S. dollars. Accordingly, they do not include all of the information and footnotes required under U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended July 31, ~~2022 (~~2023“ (“Fiscal ~~2022”~~2023”). In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation have been made. Operating results for the ~~nine~~three months ended ~~April 30,~~October 31, 2023are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, ~~2023 (~~2024“ (“Fiscal ~~2023”~~2024”).

We have established the existence of mineralized materials for certain uranium projects, including our Palangana ~~and~~Mine, Christensen Ranch ~~Mines~~Mine (collectively, the “ISR Mines”)., Roughrider and Christie Lake Projects. We have not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (“SEC”) subpart 1300 of Regulation S-K (“S-K 1300”), through the completion of a “final” or “bankable” feasibility study for any of ~~our~~the uranium projects we operate, including our ISR Mines. Furthermore, we have no present plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in-situ recovery (“ISR”) mining, such as our ISR Mines. As a result, and despite the fact that we commenced extraction of mineralized materials at our ISR Mines, we remain an Exploration Stage ~~company,~~issuer, as defined by the SEC, and will continue to remain as an Exploration Stage ~~company~~issuer until such time proven or probable reserves have been established.

~~Beginning with our Annual Report on Form~~ 10~~-K for Fiscal~~ ~~2022,~~ ~~we report our mineral holdings in accordance with the SEC’s S-K~~ ~~1300.~~

Since we commenced extraction of mineralized materials at our ISR Mines without having established proven or probable reserves, any mineralized materials established or extracted from our ISR Mines should not in any way be associated with having established or produced from proven or probable reserves.

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

Companies in the Production Stage, as defined by the SEC, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. We are in the Exploration Stage which has resulted in our Company reporting larger losses than if it had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to ongoing mine development activities. Additionally, there would be no corresponding depletion allocated to future reporting periods of our Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we had been in the Production Stage. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line ~~method.~~method when the underlying property is converted to the Production Stage. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, and subsequent interim periods,with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

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

On ~~August 19, 2022,~~ ~~we acquired all of the issued and outstanding common shares of UEX that we did~~ ~~not~~ already own pursuant to the completion of the UEX Acquisition. Pursuant to the terms of the UEX Acquisition, UEX shareholders received 0.09 common shares of UEC for each UEX common share held. As a result, we issued 48,518,745 shares of our Company in exchange for the common shares of UEX that we did ~~not~~ ~~already own. The UEX shares we owned before closing the UEX Acquisition were returned to treasury.~~

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

~~The estimated fair value of the Replacement Options in the amount of $4,026 as of~~ ~~August 19, 2022~~ ~~was classified as equity and presented in additional paid in capital in accordance with ASC~~ ~~718~~ ~~Compensation – Stock Compensation. The fair value of the Replacement Options was estimated using the Black-Scholes model with the following assumptions, which is level~~ 2 ~~of the fair value measurement hierarchy:~~

~~The estimated fair value of the Replacement Warrants in the amount of $8,903 as of~~ ~~August 19, 2022~~ ~~was classified as derivative liabilities in accordance with ASC~~ ~~815~~ Derivatives and Hedging, as the exercise prices of the Replacement Warrants are denominated in Canadian dollars, which differs from the Company’s functional currency. The change in fair value on the derivative liabilities is recorded as a change in fair value of derivative liability in our condensed consolidated statements of operations. The fair value of the Replacement Warrants on ~~August 19, 2022~~ ~~was estimated using the Black-Scholes model with the following assumptions, which is level~~ 2 ~~of the fair value measurement hierarchy:~~

~~The UEX Acquisition is accounted for as an acquisition of assets rather than a business as UEX does~~ ~~not~~ ~~meet the definition of a business in accordance with ASC~~ ~~805~~ ~~Business Combinations.~~

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

On ~~October 14, 2022,~~ we completed the acquisition of all of the issued and outstanding shares of Roughrider Mineral Holdings Inc. (“Roughrider”), which owns the Roughrider uranium development project (the “Roughrider Project”) located in the Athabasca Basin, in Saskatchewan, Canada, from a subsidiary of Rio Tinto plc (the “Roughrider Acquisition”). The Roughrider Acquisition is accounted for as an acquisition of assets rather than a business as the Roughrider Project does ~~not~~ ~~meet the definition of a business in accordance with ASC~~ ~~805~~ ~~Business Combinations.~~

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

As at ~~April 30,~~October 31, 2023, we held ~~771,000~~866,000 ( July 31, ~~2022:~~ 2023~~1,800,000)~~: 171,000) pounds of purchased uranium concentrate inventory. Costs of inventories consist of the following:

As of ~~April 30,~~October 31, 2023, our uranium inventory purchase commitments for the next five fiscal years are as the follows:

As at ~~April 30,~~October 31, 2023, we own mineral rights in the States of Arizona, New Mexico, ~~Wyoming~~Texas and ~~Texas,~~Wyoming, in Canada and in the Republic of Paraguay. These mineral rights were acquired through staking, purchase or lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium and titanium. As of ~~April 30,~~October 31, 2023, annual maintenance payments of approximately ~~$3,897~~$6,546 will be required to maintain these mineral rights.

As at ~~April 30,~~October 31, 2023, the carrying value of our mineral rights and properties were as follows:

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

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

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. The maximum credit risk of these assets is the carrying amount less amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S. Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent. The Company does not consider any of its financial assets to be impaired as of October 31, 2023.

During the three months ended October 31, 2023, we participated in an equity financing and acquired an additional 1,930,750 common shares of URC at a price of $2.94 per share for total consideration of $5,676.

As at ~~April 30,~~October 31, 2023, we owned ~~15,000,000~~16,930,750 shares of Uranium Royalty Corp. (“URC”), representing a ~~15.0%~~15.1% ( July 31, ~~2022:~~ 2023~~15.5%~~: 14.9%) interest in URC. In addition, two of our officers are members of URC's board of ~~directors, which consists of a total of~~ ~~five~~ ~~members.~~directors. Furthermore, one of these officers also holds an executive position within URC. As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during the three ~~and~~ ~~nine~~months ended ~~April 30, 2023.~~ October 31, 2023. Should URC’s outstanding options and warrants be fully exercised, the Company’s ownership interest would decrease from ~~15.0%~~15.1% to ~~12.7%~~13.0%. URC is a public company listed on the ~~TSX Venture~~Toronto Stock Exchange with the trading symbol ~~“URC.V”~~“URC” and on NASDAQ with the trading symbol “UROY”. As at ~~April 30,~~October 31, 2023, the fair value of our investment in URC was approximately ~~$29.6~~$48.42 million ( July 31, ~~2022:~~ 2023~~$43.7~~: $34.2 million).

As at ~~April 30,~~October 31, 2023, we owned 50% of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”) acquired through the UEX Acquisition completed on August 19, 2022. JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada. The Company’s 50% interest in JCU is a joint venture, which is accounted for using the equity method.

We incurred ~~$813 and $1,564~~$30 in exploration expenditures on behalf of JCU for the three ~~and~~ ~~nine~~months ended ~~April 30,~~October 31, 2023~~respectively.~~. As at ~~April 30,~~October 31, 2023, the amount receivable from JCU totaled ~~$1,148~~$9 ( July 31, ~~2022:~~ 2023~~$Nil~~): $201).

During the ~~nine~~three months ended ~~April 30,~~October 31, 2023, the changes in carrying value of our equity-accounted investments are summarized as follows:

For the three ~~and~~ ~~nine~~months ended ~~April 30,~~October 31, 2023 and 2022, income (loss) from our equity-accounted investments consisted of the following:

On ~~August 19, 2022,~~ ~~we completed the UEX Acquisition (refer to Note~~ 3~~), and our investment in UEX shares in the amount of $6,914 as of~~ ~~July 31, 2022~~ ~~was re-measured to its fair value of $5,830 based on the closing price of UEX on~~ ~~August 19, 2022~~ ~~and transferred as the consideration for the UEX Acquisition.~~

During the ~~nine~~three months ended ~~April 30,~~October 31, 2023, the changes in our investments in equity securities are summarized as follows:

The cumulative revaluation adjustment since acquisition of the equity securities held at October 31, 2023 is a gain of $2,283.

~~During the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~April 30, 2023,~~ ~~we incurred $2 and $84, respectively, and during the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~April 30, 2022,~~ $2 and $6, respectively, in general and administrative costs, paid to Blender Media Inc. (“Blender”), a company controlled by Arash Adnani, a direct family member of our President and Chief Executive Officer, for various services, including information technology, financial subscriptions, corporate branding, media, website design, maintenance and hosting, provided by Blender to the Company. As at ~~April 30, 2023,~~ ~~the amount owing to Blender was~~ ~~$Nil~~ ( ~~July 31, 2022:~~ ~~$3).~~

Asset retirement obligations (“ARO”s) relate to future remediation and decommissioning activities for our plants, processing facilities and various projects, and are summarized as follows:

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

Our undiscounted amounts of estimated cash flows for the next five fiscal years and beyond are as follows:

On August 19, 2022, the Company issued Replacement Warrants ~~(refer to Note~~ 3) in connection with the ~~closing~~acquisition of ~~the~~ UEX ~~Acquisition.~~Corporation. The Replacement Warrants are accounted for as derivative liabilities as the exercise prices of the Replacement Warrants are denominated in Canadian dollars which differs from our functional currency.

As at ~~April 30,~~October 31, 2023, the fair value of the Replacement Warrants was estimated using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy:

On May 17, 2021, we filed a Form S-3 shelf registration statement under the United States Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the SEC on June 1, 2021, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of up to an aggregate offering amount of $200 million (the “2021 Shelf”), which included an at-the-market offering agreement prospectus (the “May 2021 ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $100 million as part of the $200 million under the 2021 Shelf.

On May 14, 2021, we entered into an at-the-market offering agreement (the “2021 ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the “2021 ATM Managers”) as set forth in the 2021 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $100 million through the 2021 ATM Managers selected by us.

On November 26, 2021, we filed a prospectus supplement to our 2021 Shelf with respect to the continuation of the May 2021 ATM Offering Agreement with the 2021 ATM Managers under which we may, if eligible, from time to time, sell shares of our common stock having an aggregate offering price of up to an additional $100 million for a total of $200 million through the 2021 ATM Managers selected by us (the “November 2021 ATM Offering”; and, collectively with the May 2021 ATM Offering, the “2021 ATM Offering”).

On November 16, 2022, we filed a Form S-3 automatic shelf registration statement under the Securities Act, which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for and units which include common stock, debt securities, warrants or any combination thereof (the “2022 Shelf”), which included an at-the-market offering agreement prospectus (the “2022 ATM Offering”; and, collectively, with the 2021 ATM Offering, the “ATM Offerings”) covering the offering, issuance and sale of up to a maximum offering of $300 million under the 2022 Shelf.

On November 16, 2022, we also entered into an at-the-market offering agreement (the “2022 ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the “2022 ATM Managers”) as set forth in the 2022 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $300 million through the 2022 ATM Managers selected by us.

During the three ~~and~~ ~~nine~~months ended ~~April 30, 2023,~~ October 31, 2022, we issued ~~nil~~ ~~and 6,201,553~~5,218,890 shares of the Company’s common stock under the ~~2021~~ATM ~~Offering~~Offerings for net cash proceeds of ~~nil~~ ~~and $25,526, respectively.~~$21,714.

During the three ~~and~~ ~~nine~~months ended ~~April 30,~~October 31, 2023, we issued ~~2,912,000 and 8,969,700~~10,770,000 shares of the Company’s common stock under the ~~2022~~ATM ~~Offering~~Offerings for net cash proceeds of ~~$10,599 and $32,893, respectively.~~$56,270.

Subsequent to October 31, 2023, we issued a further 2,832,000 shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $17,458.

A continuity schedule of our outstanding share purchase warrants for the three ~~and~~ ~~nine~~months ended ~~April 30,~~October 31, 2023, is as follows:

A summary of our share purchase warrants outstanding and exercisable as of ~~April 30,~~October 31, 2023, is as follows:

~~As at~~ ~~April 30, 2023,~~ ~~4,585,768 Replacement Warrants, which were issued in connection with UEX Acquisition and dominated in Canadian dollars, remained outstanding.~~

During the ~~nine~~three months ended ~~April 30,~~October 31, 2023, we received cash proceeds totaling ~~$6,206~~$Nil from the exercise of share purchase ~~warrants.~~warrants (three months ended October 31, 2022: $6,140).

Subsequent to ~~April 30,~~October 31, 2023~~928,188~~, 236,358 warrants with an expiry ~~dates from~~date of ~~May 20~~ to ~~June 2, 2023~~September 7, 2024 were exercised and proceeds of ~~$1,060~~$554 were received.

~~As of~~ ~~April 30, 2023,~~ ~~we had~~ ~~one~~ ~~stock option plan, our~~ ~~2022~~ ~~Stock Incentive Plan (the~~ ~~“2022~~ ~~Plan”), which superseded and replaced the Company’s~~ ~~2021~~ ~~Stock Incentive Plan (collectively the “Stock Incentive Plan”), such that~~ no ~~further shares are issuable the~~ ~~2021~~ ~~Stock Incentive Plan.~~

A continuity schedule of our outstanding stock options for the three ~~and~~ ~~nine~~months ended ~~April 30,~~October 31, 2023, is as follows:

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

~~A continuity schedule of our outstanding unvested stock options as of~~ ~~April 30, 2023,~~ ~~and the changes during the period, is as follows:~~

~~As at~~ ~~April 30, 2023,~~ ~~the aggregate intrinsic value of all of our outstanding stock options was estimated at $9,666 (vested: $8,903 and unvested: $763). As at~~ ~~April 30, 2023,~~ ~~our unrecognized compensation cost related to unvested stock options was $1,219, which is expected to be recognized over 0.89 years.~~

A continuity schedule of our outstanding unvested stock options as of October 31, 2023, and the changes during the period, is as follows:

As at October 31, 2023, the fair value of the stock options granted was estimated using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy:

As at October 31, 2023, the aggregate intrinsic value of all of our outstanding stock options was estimated at $30,144 (vested: $26,166 and unvested: $3,978). As at October 31, 2023, our unrecognized compensation cost related to unvested stock options was $2,156, which is expected to be recognized over 1.15 years.

A summary of our stock options outstanding and exercisable as of ~~April 30,~~October 31, 2023, is as follows:

A summary of our outstanding and unvested restricted stock units (“RSU”s) as of ~~April 30,~~October 31, 2023, is as follows:

During the three ~~and~~ ~~nine~~months ended ~~April 30,~~October 31, 2023, our stock-based compensation related to RSUs ~~were $283 and $869~~was $435 (three ~~and~~ ~~nine~~ months ended ~~April 30, 2022:~~ October 31, 2022~~$183 and $560), respectively.~~: $293). As at ~~April 30,~~October 31, 2023, our unrecognized compensation costs related to unvested RSUs totaled ~~$879,~~$2,220 ( July 31, 2023: $2,656), which is expected to be recognized over a period of approximately ~~1.40~~1.69 years.

During the three ~~and~~ ~~nine~~months ended ~~April 30,~~October 31, 2023~~our~~, stock-based compensation ~~relating~~related to the amortization of target performance based restricted stock units (“PRSU”s) totaled ~~$99 and $298~~$176 (three ~~and~~ ~~nine~~ months ended ~~April 30, 2022:~~ October 31, 2022~~$73 and $220), respectively.~~: $99). As at ~~April 30,~~October 31, 2023, our outstanding unvested PRSUs were ~~734,582~~1,286,505 ( July 31, ~~2022:~~ 2023~~734,582)~~: 1,286,505), and our unrecognized compensation costs relating to unvested PRSUs totaled ~~$683~~$1,331 ( July 31, ~~2022:~~ 2023~~$981)~~: $1,507), which is expected to be recognized over a period of approximately ~~1.71~~2.25 years.

Stock-Based Compensation

A summary of our stock-based compensation expense as of October 31, 2023, is as follows:

	*Three Months Ended*
	*October 31,*
	*2023*		2022
Stock-Based Compensation for Consultants
Common stock issued to consultants	$	-	$	148
Amortization of stock option expenses		121		228
		121		376
Stock-Based Compensation for Management
Amortization of stock option expenses		208		133
Amortization of RSU and PRSU expenses		594		354
		802		487
Stock-Based Compensation for Employees
Common stock issued to employees		-		247
Amortization of stock option expenses		632		673
Amortization of RSU expenses		17		38
		649		958
	$	1,572	$	1,821

2321

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

~~Of the total sales~~The table below provides a breakdown of purchased uranium inventory, sales to customer A represent 20%, sales to customer B represent 16%, sales to customer C represent 16%, sales to customer D represent 14%, sales to customer E represent 10% and sales to the rest of our customers represent 24%.major customers:

~~Subsequent to~~ ~~April 30, 2023,~~ ~~we sold 100,000 pounds of uranium inventory for gross proceeds of $5,405 and entered into agreements to sell an additional 200,000 pounds for gross proceeds of $10,835.~~

The following table reconciles the weighted average number of shares used in the calculation of our basic and diluted income (loss) per share:

For the three ~~and~~ ~~nine~~months ended ~~April 30, 2023,~~ October 31, 2022~~and~~ ~~nine~~ ~~months ended~~ ~~April 30, 2022,~~ , all of our outstanding stock options, RSUs, PRSUs and share purchase warrants were excluded from the calculation of our diluted loss per share since their effects would be anti-dilutive.

We currently operate in one reportable segment which is focused on uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates.

The tables below provide a breakdown of the long-term assets by geographic ~~segments:~~area:

The table below provides a breakdown of our operating results by geographic area. All intercompany transactions have been eliminated.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Expressed in thousands of U.S. dollars, except per share and per pound amounts)

The following management’s discussion and analysis of the Company’s financial condition and results of operations (the “MD&A”) contain forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations. In evaluating these statements you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Form 10-Q Quarterly Report for the ~~nine~~three months ended ~~April 30,~~October 31, 2023, and our Form 10-K Annual Report ~~(as amended on April 3, 2023 by way of a Form 10-K/A filing)~~ for the fiscal year ended July 31, ~~2022,~~2023, including the consolidated financial statements and related notes contained therein. These factors, or any one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement made in this Quarterly Report. Refer to “Cautionary Note Regarding Forward-looking Statements” as disclosed in our Form 10-K Annual Report for the fiscal year ended July 31, ~~2022,~~2023, and Item 1A, Risk Factors, under Part II - Other Information, of this Quarterly Report.

This MD&A is focused on material changes in our financial condition from July 31, ~~2022,~~2023, our most recently completed year end, to ~~April 30,~~October 31, 2023, and our results of operations for the three ~~and nine~~ months ended ~~April 30,~~October 31, 2023, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, as contained in our Form 10-K Annual Report for Fiscal ~~2022.~~2023.

We are ~~predominantly~~primarily engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing, on uranium projects located in the United States, Canada and the Republic of Paraguay, as more fully described in our Form 10-K Annual Report for Fiscal ~~2022.~~2023.

We utilize ISR mining where possible which we believe, when compared to conventional open pit or underground mining, requires lower capital and operating expenditures with a shorter lead time to extraction and a reduced impact on the environment. We have two ISR Mines which utilize ISR mining to extract ~~yellowcake (“~~U₃O₈~~”).~~ or yellowcake. We do not expect, however, to utilize ISR mining for all of our uranium projects in which case we would expect to rely on conventional open pit and/or underground mining techniques. We have ~~two~~one uranium ~~processing facilities~~mine located in the ~~vicinity~~State of Texas, our Palangana Mine, which utilizes ISR ~~Mines,~~mining and commenced extraction of U₃O₈, or yellowcake, in November 2010. We have one uranium processing facility located in the State of Texas, our Hobson Processing Facility, which ~~process~~processes material from our ISR Mines into drums of U₃O₈, our only sales product and source of revenue, for shipping to a third-party storage and sales facility. As at October 31, 2023, we had no uranium supply or "off-take" agreements in place. Future sales of U₃O₈ are therefore expected to generally occur through the uranium spot market, with any fluctuations in the market price continuing to have a direct impact on our revenues and cash flows.

We utilize a “hub-and-spoke” strategy whereby our processing facilities act as the central processing sites (the “hubs”) for our ISR Mines and future satellite uranium mining activities, such as our Burke Hollow Project, located within the South Texas Uranium Belt, and our Moore Ranch Project, located in the State of Wyoming (the “spokes”). In Texas, our fully-licensed and 100% owned Hobson Processing Facility forms the basis for our regional operating strategy in the State of Texas, specifically the South Texas Uranium Belt where we utilize ISR mining. We utilize a “hub-and-spoke” strategy whereby the Hobson Processing Facility, which ~~is licensed~~has a physical capacity to process uranium-loaded resins up to ~~four~~a total of two million pounds of U₃O₈ ~~annually. In Wyoming, our fully-licensed~~annually and ~~100% owned Irigaray Processing Facility forms the basis for our regional operating strategy in the Powder River Basin and Great Divide Basin, which~~ is licensed to process up to one million pounds of U₃O₈ ~~annually.~~annually, acts as the central processing site (the “hub”) for our Palangana Mine, and future satellite uranium mining activities, such as our Burke Hollow and Goliad Projects, located within the South Texas Uranium Belt (the “spokes”).

On August 19, 2022, we completed the acquisition of UEX ~~Acquisition.~~Corporation (UEX) through a plan of arrangement (the UEX Acquisition). UEX is a Canadian uranium and cobalt exploration and development company involved with a portfolio of uranium projects. UEX’s directly-owned portfolio of projects is located in the eastern, western and northern perimeters of the Athabasca Basin in Saskatchewan, ~~Canada.~~Canada, one of the world’s richest uranium regions. In addition to advancing its uranium development projects through its ownership interest in a joint venture entity, UEX is currently advancing several other uranium deposits in the Athabasca Basin which include the Paul Bay, Ken Pen and Ōrora deposits at the Christie Lake Project, the Kianna, Anne, Colette and 58B deposits at its currently 49.1%-owned Shea Creek Project, the Horseshoe and Raven deposits located on its 100%-owned Horseshoe-Raven Project and the West Bear Uranium Deposit located at its 100%-owned West Bear Project.

On October 14, 2022, we ~~completed the acquisition~~acquired, through UEC Resources (SK) Corp., Roughrider Mineral Holdings Inc., a Saskatchewan corporation and wholly-owned subsidiary of Rio Tinto Fer Et Titane Inc., which, in turn, owns all of the issued and outstanding shares of Roughrider ~~Project~~Mineral Assets Inc., also a Saskatchewan corporation, that holds certain mineral leases totaling approximately 598 hectares in northern Saskatchewan that is commonly referred to as the “Roughrider Project” located in the Athabasca Basin in Saskatchewan, Canada.

On August 4, 2023, we acquired a portfolio of exploration-stage projects in the Athabasca Basin for CAD$1.5 million from Rio Tinto Exploration Canada Inc., a subsidiary of Rio Tinto ~~plc. The Roughrider Project unlocks value from the recently acquired UEX portfolio~~Inc. With this transaction, we added an additional 44,444 acres of prospective ground in the ~~eastern~~ Athabasca Basin ~~as we now have critical mass~~ to ~~advance~~ our ~~production plans.~~existing portfolio.

We also hold certain mineral rights in various stages ~~of development~~ in the States of Arizona, New Mexico, Texas and Wyoming, and in Canada and in the Republic of Paraguay, many of which are located in historically successful mining areas and have been the subject of past exploration and pre-extraction activities by other mining companies. We do not expect, however, to utilize ISR mining for all of ~~the uranium~~our mineral rights ~~and~~in which case we ~~also~~would expect to ~~utilize~~rely on conventional open pit and/or underground mining techniques.

Our operating and strategic framework is based on expanding our uranium extraction activities, which ~~include~~includes advancing certain uranium projects with established mineralized materials towards uranium extraction and establishing additional mineralized materials on our existing uranium ~~and titanium~~ projects or through acquisition of additional uranium projects.

Since commencing uranium extraction at our Palangana Mine in November 2010, we have been focused primarily on our South Texas uranium mining activities. Since the completion of the U1A Acquisition in December 2021, we expanded our footprints in Wyoming with our Wyoming hub-and-spoke operations. The acquisition of UEX in August 2022 and the acquisition of Roughrider Mineral Holdings Inc. in October 2022 further expanded our footprint in Canada and, in particular, the Athabasca Basin in Saskatchewan. In the meantime, we continue to establish additional uranium mines through exploration and pre-extraction activities and direct acquisitions in both the U.S. and Paraguay, all of which require us to manage numerous challenges, risks and uncertainties inherent in our business and operations as more fully described in Item 1A. Risk Factors herein.

Our operations are capital intensive, and we will require significant additional financing to continue with our exploration and pre-extraction activities and acquire additional uranium projects. Historically, we have been reliant primarily on equity financings from the sale of our common stock and, for Fiscal 2014 and Fiscal 2013, on debt financing, in order to fund our operations. We have also relied on cash flows generated from our mining activities during Fiscal 2015, Fiscal 2013 and Fiscal 2012 and have relied on cash flows generated from the sales of our purchased uranium inventories under our physical uranium program to fund our operations since Fiscal 2022. However, we have yet to achieve consistent profitability or develop consistent positive cash flow from operations. Our reliance on equity and debt financings is expected to continue for the foreseeable future, and their availability whenever such additional financing is required will be dependent on many factors beyond our control including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or additional joint venture arrangements, to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us. Our inability to obtain additional financing would have a negative impact on our operations, including delays, curtailment or abandonment of any one or all of our uranium projects.

We have not established proven or probable reserves through the completion of a “final” or “bankable” feasibility study for any of the mineral projects we operate. We have established the existence of mineralized materials for certain uranium projects, including our ISR Mines. Since we commenced uranium extraction at our ISR Mines without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated.

The Palangana Mine was our sole source to generate sales revenues from the sales of U₃O₈during Fiscal 2015, Fiscal 2013 and Fiscal 2012. The economic viability of our mining activities, including the expected duration and profitability of our ISR Mines, of any future satellite ISR mines, such as our Burke Hollow and Goliad Projects, Ludeman, Antelope and Charlie Projects, and of our recently acquired traditional uranium mines in Athabasca Basin in Saskatchewan, Canada, has many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct a mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

As at October 31 2023, we had no uranium supply or off-take agreements in place. Future sales of U₃O₈ are therefore expected to generally occur through the uranium spot market, with any fluctuations in the market price continuing to have a direct impact on our revenues and cash flows.

Over the past few years, global uranium market fundamentals have been improving as the market transitions from an inventory driven ~~market~~ to ~~more of~~ a production driven market. The spot market bottomed out in November 2016 at about $17.75 per pound U₃O₈and stood at ~~$53.85~~$74.55 per pound on ~~April 30,~~October 31, 2023 (UxC LLC Ux U₃O₈ Daily ~~Spot~~ Price). Production dropped to a multi-year low in 2020 at about 122 million pounds but began to recover in 2021 and ~~totalled~~totaled about ~~131~~129 million pounds in 2022, still well below reactor ~~requirements.~~requirements (UxC 2023 Q3 Uranium Market Outlook). Global supply and demand projections show a structural deficit between production and utility requirements averaging about 3440 million pounds a year over the next 10 years and increasing thereafter (UxC 2023 Q1Q3 Uranium Market Outlook). 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. As secondary supplies continue to diminish, and as existing mines deplete ~~their~~ resources, new production will be needed to meet existing and future utility demand. This ~~will~~is expected to require higher prices to stimulate new mining ~~investment but market prices are still below the incentive prices for many producers.~~investments.

~~Uranium~~Since 2022, uranium supply has become more complicated due to ~~Russia’s~~Russia's invasion of Ukraine as Russia is a significant supplier of nuclear fuel around the globe. Economic sanctions, transportation restrictions, pending legislation and buyer avoidance of Russian fuel is causing a fundamental change to the nuclear fuel markets. ~~We believe~~Additionally, the recent coup in Niger is underscoring jurisdictional risk with that country accounting for about 5% of global uranium production and about 25% of European Union supply in 2022 (World Nuclear Association / Reuters). The Company believes this is resulting in a bifurcation of the uranium market, increasing an already notable supply gap for western utilities. Secondary supply is also likely to be further reduced with western enrichers reversing operations from underfeeding to overfeeding that requires more uranium to increase the production of enrichment services. While these situations are still unfolding, new trends appear to be pointing towards U.S. and European utilities beginning to shift more focus to security of supply with production from areas of low geopolitical risk.

On the demand side of the equation, the global nuclear energy industry continues robust growth, with 67 new reactors connected to the grid since 2013 and another 60 reactors under construction as of May 2023 (PRIS and WNA May 2023 data). In October 2022, World Nuclear News reported that: “The International Energy Agency projects more than a doubling of nuclear generation by 2050 with at least 30 countries increasing their use of nuclear power, in the Net Zero Emissions by 2050 scenario of its latest World Energy Outlook”. Additional upside market pressure is also emerging as utilities continue their return to a longer-term contracting cycle to replace expiring contracts; something the market has not experienced for several years. Increasing demand has also occurred with financial entities and various producers ~~including our Company,~~ purchasing significant quantities of drummed uranium inventory, further removing excess near term supplies.

On the demand side of the equation, the global nuclear energy industry continues robust growth, with 65 new reactors connected to the grid from 2014 to November 2023 and another 58 reactors were under construction as of November 2023. During 2023, four new reactors have been connected to the grid, two have restarted after suspended operations (Takahama 1&2) and five reactors have been permanently shut down, resulting in a total nuclear capacity of 371 GWe (International Atomic Energy Association Power Reactor Information System November 2023). In October 2023, the World Nuclear Association noted: “The Upper Scenario published in our recent Nuclear Fuel Report (Global Scenarios for Demand and Supply Availability 2023-2040), has 931 GWe of nuclear capacity already by 2040, other scenarios by IPCC, UNECE or NGFS project at least a tripling of nuclear capacity by 2050 to meet the Paris Agreement targets”.

For the three ~~and nine~~ months ended ~~April 30,~~October 31, 2023 and 2022, we recorded sales and service revenue of $108 and $57,292 and realized gross profit of $18 and $13,858, respectively.

For the three months ended October 31, 2023 and 2022, we recorded a net ~~loss~~income (loss) of ~~$10,960~~$3,321 ($~~0.03~~0.01 per share) and ~~$3,824~~($3,756) ($0.01 per share), and ~~a loss~~income (loss) from operations of ~~$3,484~~($11,385) and income from operations of 5,197, respectively. During the three and nine months ended April 30, 2022, we recorded net income of $7,344 ($0.03 per share) and a net loss of $204 ($0.00 per share) and loss from operations of $3,683 and $13,484,$3,593, respectively.

During the three ~~and nine~~ months ended ~~April 30,~~October 31, 2023, we continued with our strategic plan for reduced operations at our ~~ISR Mines~~Palangana Mine, and we continued reduced operations at the Christensen Ranch Mine, to capture residual pounds of U₃O₈ only. Since the acquisition of UEX and Roughrider Mineral Holdings Inc., we have increased our exploration activities in Canada.

While we remain in a state of operational readiness, uranium extraction expenditures incurred at ~~our ISR Mines,~~the Palangana Mine and the Christensen Ranch Mine, which are directly related to regulatory/mine permit compliance, lease maintenance obligations and maintaining a necessary labor force, are being charged to our consolidated statement of operations. As a result, no uranium concentrate was extracted at our ISR Mines and processed at ~~our~~the Hobson and the Irigaray Processing ~~Facilities.~~Facilities during the period.

We established our physical uranium program in Fiscal 2021 (the “Physical Uranium Program”). As of October 31, 2023, we have 1,300,000 pounds of uranium inventory purchase commitments outstanding for a total purchase price of $59,470. Various deliveries are scheduled to occur from Fiscal 2024 into Fiscal 2026 at a weighted average price of $45.75 per pound of uranium.

During the three months ended October 31, 2023, as part of our Physical Uranium Program, we purchased 695,000 pounds of uranium concentrates with a total cost of $36,628. As of October 31, 2023, the carrying value of our uranium concentrate inventories was $42,549 (July 31, 2023: $5,801).

During the three months ended October 31, 2023, we recorded revenue from toll processing services of $108, which was generated from processing uranium resins.

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

Mineral property expenditures primarily consisted of costs relating to permitting, property maintenance, exploration and pre-extraction activities and other non-extraction related activities on our mineral projects.

The following table provides the nature of mineral property expenditures ~~by cost category~~ for the periods indicated:

During the three ~~and nine~~ months ended ~~April 30,~~October 31, 2023, ~~production readiness costs~~the exploration expenditures, such as drilling and preliminary economic assessments, were ~~directly related to maintaining operational readiness and permitting compliance for our ISR Mines and our Hobson and Irigaray Processing Facilities.~~primarily spent on the following projects:

During the ~~nine~~three months ended ~~April 30,~~October 31, 2023, ~~we continued~~ the ~~drilling campaign commenced at our Burke Hollow Project in March 2021 and incurred $2,147~~production readiness expenditures were primarily spent on ~~exploration drilling costs for 146 exploration holes and $359 on wellfield development costs for five wells totaling 63,445 feet.~~the following projects:

During the ~~nine~~three months ended ~~April 30,~~October 31, 2023, ~~we conducted a drilling program at our recently acquired Christie Lake Project located at Saskatchewan, Canada, and drilled 14 exploration holes totaling 64,891 feet with costs (net of~~ the ~~amount reimbursable from JCU) of $2,926.~~ property maintenance expenditures were primarily spent on the following projects:

During the three ~~and nine~~ months ended ~~April 30,~~October 31, 2023, general and administrative expenses ("G&A") totaled ~~$3,745 and $14,296, respectively, which increased~~$5,200, compared to ~~$2,994 and $9,826~~$5,722 for the three ~~and nine~~ months ended ~~April 30, 2022, respectively. The increases primarily resulted from increases in labor costs and an overall increase in corporate~~October 31, 2022. G&A expenses ~~due to~~were comprised of the ~~expansion of our corporate structure and activities.~~following:

The following summary provides a discussion of our major expense categories including analyses of the factors that caused significant variances compared to the same period last year:

During the three and nine months ended April 30, 2023, interest and finance costs totaled $202 and $596, respectively, compared to $144 and $1,242, respectively, for the three and nine months ended April 30, 2022. The increase in interest and finance costs for the three-month period was due to an increase of surety bond premium and the decrease for the nine-month period was due to the repayments of long-term debt in the prior years.

During the three ~~and nine~~ months ended ~~April 30,~~October 31, 2023 and 2022, we recorded a gain on dilution of ownership interest in URC as a result of URC issuing more shares from its equity ~~financings and exercises of share purchase warrants,~~financing. We participated in URC’s equity financing, which ~~decreased~~increased our ownership interest in ~~URC.~~URC to 15.1% at October 31, 2023, from 14.9% at July 31, 2023.

During the three months ended October 31, 2023, we recorded a share of URC’s income of $1,318. During the three months ended October 31, 2023, we also recorded a share of JCU (Canada) Exploration Company Limited (“JCU”)'s loss of $280.

As at ~~April 30,~~October 31, 2023, our investments in certain equity securities were revalued using the market values at period end, which resulted in an unrealized ~~loss~~gain of ~~$12,649 and $12,992~~$17,313 on revaluation of equity securities ~~respectively,~~ for the three ~~and nine~~ months ended ~~April 30,~~October 31, 2023.

During the nine months ended April 30, 2023, we recorded a loss of $1,084 as a result of the revaluation of the UEX shares that we acquired prior to the completion of the UEX Acquisition, which were included as part of the consideration for the UEX Acquisition.

In connection with the UEX Acquisition, we issued Replacement Warrants, which are accounted for as derivative liabilities as the exercise prices of the UEX warrants are denominated in Canadian dollars, which differs from the functional currency of the Company. As at ~~April 30,~~October 31, 2023, the Replacement Warrants were revalued, which resulted in a ~~gain~~loss of ~~$5,550 and $4,651~~$6,901 for the three ~~and nine~~ months ended ~~April 30,~~October 31, 2023. Changes in fair value of derivative liabilities were primarily due to changes in our share price. ~~No such loss was recorded for~~During the three ~~and nine~~ months ended ~~April 30, 2022.~~October 31, 2022, we recorded a loss on revaluation of derivative liabilities of $2,625.

The following summary provides a discussion of the major categories of other income (expenses) including analyses of the factors that caused significant variances compared to the same period last year:

During the three and nine months ended April 30, 2023, we reached settlement agreements with certain vendors for accounts payable amounts we assumed from the UEX Acquisition and recorded a gain of $235 and $427, respectively on settlement of accounts payable.

During the ~~nine~~three months ended ~~April 30,~~October 31, 2023, we received net proceeds of ~~$58,419~~$56,532 from ~~the~~our ATM Offerings, and ~~$6,288~~ from ~~the exercise~~exercises of ~~warrants~~stock options and ~~stock options.~~share purchase warrants. As at ~~April 30,~~October 31, 2023, we had a working capital of ~~$38,686, which decreased~~$73,568.

Subsequent to October 31, 2023, we received additional cash proceeds of $17,458 under our ATM Offerings.

We have a history of operating losses resulting in an accumulated deficit balance since inception. Although we recorded net income in the three months ended October 31, 2023 and Fiscal 2022, we recorded net losses in Fiscal 2023 and all prior years, and we had an accumulated deficit balance of $286,359 as at October 31, 2023. During the three months ended October 31, 2023, net cash used in operating activities totaled $45,727, but we recorded negative operating cash flow in prior periods. Furthermore, we may not achieve and maintain profitability or develop positive cash flow from our ~~working capital of $93,693 as at July 31, 2022. We believe our existing cash resources and, if necessary,~~operations in the cash generated from the sale of the Company’s uranium inventories, will provide sufficient funds to carry out our planned operations for the next 12 months from the date that this Quarterly Report is issued. near term.

Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt ~~financings~~financing in order to fund our operations. We have also relied, to a limited extent, on cash flows generated from our mining activities during the years ended July 31, 2015 (“Fiscal 2015), 2013 (“Fiscal 2013) and 2012 (“Fiscal 2012”). However, we have yet to achieve consistent profitability or develop consistent positive cash flow from operations. ~~Although our planned principal operations commenced in Fiscal 2012, from which significant revenues from U~~₃O₈ ~~sales were realized, our revenues generated from sales of produced U~~₃O₈ ~~have been inconsistent and~~Currently, we have yet to achieve profitability. We have a history of operating losses resulting in an accumulated deficit balance since inception. We had a net loss of $3,824 for the nine months ended April 30, 2023 and an accumulated deficit balance of $290,197 as at April 30, 2023. Furthermore, although we recorded positive cash flows from operating activities totaling $43,778 for the nine months ended April 30, 2023, we may not achieve and maintain profitability or develop positive cash flow from our operations in the near term.

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

Our ~~future~~ operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, ~~beyond the next 12 months,~~ including continuing with our exploration and pre-extraction activities and acquiring additional ~~mineral~~uranium projects. In the absence of such additional financing, we would not be able to fund our operations, including continuing with our exploration and pre-extraction activities, which may result in delays, curtailment or abandonment of any one or all of our uranium projects.

We hold mineral ~~projects.~~rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay, with annual land-related payments totaling $5.8 million to maintain these rights in good standing.

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

We believe our existing cash resources and, if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations for 12 months from the date that this Quarterly Report is issued. Our continuation as a going concern for a period beyond those 12 months ~~from the date of this Quarterly Report~~ will be dependent upon our ability to ~~achieve consistent positive~~generate cash flow from the ~~sale~~sales of our uranium ~~concentrates~~inventories under our Physical Uranium Program and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial.

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

On May 17, 2021, we filed a Form S-3 shelf registration statement under the Securities Act which was declared effective by the SEC on June 1, 2021, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of up to an aggregate offering amount of $200 million (the “2021 Shelf”), which included an at-the-market offering agreement prospectus (the “May 2021 ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $100 million as part of the $200 million under the 2021 Shelf.

On May 14, 2021, we entered into an at-the-market offering agreement (the “2021 ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the “2021 ATM Managers”) as set forth in the 2021 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $100 million through the 2021 ATM Managers selected by us.

On November 26, 2021, we filed a prospectus supplement to our 2021 Shelf with respect to the continuation of the May 2021 ATM Offering Agreement with the 2021 ATM Managers under which we may, if eligible, from time to time, sell shares of our common stock having an aggregate offering price of up to an additional $100 million for a total of $200 million through the 2021 ATM Managers selected by us (the “November 2021 ATM Offering”; and, collectively with the May 2021 ATM Offering, the “2021 ATM Offering”).

On November 16, 2022, we filed a Form S-3 automatic shelf registration statement under the Securities Act, which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for and units which include common stock, debt securities, warrants or any combination thereof (the “2022 Shelf”), which included an at-the-market offering agreement prospectus (the “2022 ATM Offering”; and, collectively, with the 2021 ATM Offering, the “ATM Offerings”) covering the offering, issuance and sale of up to a maximum offering of $300 million under the 2022 Shelf.

On November 16, 2022, we entered into an at-the-market offering agreement (the “2022 ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain co-managers (collectively, the “2022 ATM Managers”) as set forth in the 2022 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $300 million through the 2022 ATM Managers selected by us.

During the three ~~and nine~~ months ended ~~April 30,~~October 31, 2023, we issued ~~nil and 6,201,553~~10,770,000 shares of the Company’s common stock under ~~the 2021~~our ATM ~~Offering~~Offerings for net cash proceeds of ~~nil and $25,526, respectively.~~$56,270.

~~During the three and nine months ended April 30,~~Subsequent to October 31, 2023, we issued ~~2,912,000 and 8,969,700~~a further 2,832,000 shares of the Company’s common stock under ~~the 2022~~our ATM ~~Offering~~Offerings for net cash proceeds of ~~$10,599 and $32,893, respectively.~~$17,458.

During the ~~nine~~three months ended ~~April 30,~~October 31, 2023, net cash used in operating activities was $45,727, of which $36,732 was from the purchases of uranium concentrate inventory. During the three months ended October 31, 2022, net cash provided by operating activities was ~~$43,778,~~$36,529, of which ~~$39,933 was from the change of our uranium concentrate inventory. During the nine months ended April 30, 2022, net cash used in operating activities was $37,038, of which $28,047~~$37,405 was for the ~~purchases~~change of uranium concentrate inventory. Other significant operating expenditures included mineral property expenditures and ~~general and administrative~~G&A expenses.

During the ~~nine~~three months ended ~~April 30,~~October 31, 2023, net cash provided by financing activities totaled ~~$64,640,~~$55,867, comprised primarily of net proceeds from equity financings. During the three months ended October 31, 2022, net cash provided by financing activities totaled $27,864, comprised of net proceeds of ~~$58,419~~$21,714 from the 2021 ATM ~~Offerings~~Offering and net proceeds of ~~$6,434~~$6,346 from the exercise of stock options and share purchase warrants, offset by $147 for cash paid for withholding amounts on option exercises and ~~$66~~$49 in payments for a promissory note. During the nine months ended April 30, 2022, net cash provided by financing activities totaled $142,607, comprised of net proceeds of $149,201 from the 2021 ATM Offering and net proceeds of $3,549 from the exercise of stock options and share purchase warrants, offset by a $10,000 repayment of long-term debt principal under our prior credit facility and $143 in payments for a promissory note.

During the ~~nine~~three months ended ~~April 30,~~October 31, 2023, net cash used in investing activities totaled ~~$123,333,~~$5,482, comprised of cash used in the ~~Roughrider Acquisition~~acquisition of ~~$82,117,~~the Henday, Milliken and Carswell projects of $1,154, a capital contribution to JCU of ~~$595,~~$653, cash used in purchase of additional interest in URC of $5,676, cash used in investment in equity securities of ~~$42,219~~$811, proceeds from sale of equity securities of $3,427 and cash used for investment in mineral properties and the purchase of equipment of ~~$388, and~~$615. During the three months ended October 31, 2022, net cash used in investing activities totaled $75,783, comprised of net cash of ~~$1,984~~$4,369 received from the UEX ~~Acquisition. During the nine months ended April 30, 2022, net cash used~~Acquisition, offset by ~~investing activities totaled $114,127, comprised of net~~ cash used in the ~~U1A~~Roughrider Acquisition of ~~$113,588, cash used in investment in an equity security of $9,433,~~$80,000, and cash used for ~~investment in mineral properties and~~ the purchase of property, plant and equipment of ~~$1,106, offset by cash proceeds of $9,980 from sales of an equity security.~~$152.

As of ~~April 30,~~October 31, 2023, we had in-the-money stock options outstanding representing ~~8,436,909~~7,518,042 shares at a weighted-average exercise price of ~~$1.67~~$1.94 per share, and in-the-money share purchase warrants outstanding representing ~~4,792,586~~3,857,030 shares at a weighted-average exercise price of ~~$2.88~~$3.31 per share. As of April 30, 2023, outstanding stock options and warrants represented a total 13,229,495 shares issuable for gross proceeds of approximately $27.9 million should these stock options and warrants be exercised in full on a cash basis. As of April 30,October 31, 2023, outstanding in-the-money stock options and warrants represented a total ~~8,193,114~~11,375,072 shares issuable for gross proceeds of approximately ~~$10.6~~$27.4 million should these stock options and warrants be exercised in full on a cash basis. The exercise of stock options and warrants is at the discretion of their respective holders and, accordingly, there is no assurance that any of the stock options or warrants will be exercised in the future.

We incurred ~~$813 and $1,564~~$30 in exploration expenditures on behalf of JCU for the three ~~and nine~~ months ended ~~April 30, 2023, respectively.~~October 31, 2023. As at ~~April 30,~~October 31, 2023, the amount receivable from JCU totaled ~~$1,148~~$9 (July 31, ~~2022: $Nil)~~2023: $201).

During the three ~~and nine~~ months ended ~~April 30,~~October 31, 2023, we incurred ~~$2 and $84, respectively,~~$Nil, and during the three ~~and nine~~ months ended ~~April 30,~~October 31, 2022, ~~$2 and $6, respectively,~~$78, in general and administrative costs, paid to Blender Media Inc. (Blender), a company controlled by Arash Adnani, a direct family member of our President and Chief Executive Officer, for various services, including information technology, financial subscriptions, corporate branding, media, website design, maintenance and hosting, provided by Blender to the Company. As at ~~April 30,~~October 31, 2023, the amount owing to Blender was $Nil (July 31, ~~2022: $3)~~2023: $Nil).

As at ~~April 30,~~October 31, 2023, significant payment obligations of the Company over the next five years and beyond are as follows:

As of ~~April 30,~~October 31, 2023, we were renting or leasing office premises in Texas, Arizona and Wyoming, U.S.A., ~~Vancouver,~~ British Columbia and ~~Saskatoon,~~ Saskatchewan, Canada, and Paraguay for total monthly payments of ~~$28.~~$31. Office lease agreements for the U.S. and Canada expire between July ~~2023~~2026 and ~~March 2027.~~November 2028.

As at ~~April 30,~~October 31, 2023, we were committed to paying our key executives a total of ~~$883~~$1,065 per year for management services.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

For a complete summary of all of our significant accounting policies refer to Note 2: Summary of Significant Accounting Policies of the Notes to the consolidated financial statements as presented under Item 8, Financial Statements and Supplementary Data, in our Annual Report on Form 10-K for Fiscal ~~2022.~~2023.

Refer to “Critical Accounting Policies” under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for Fiscal ~~2022.~~2023.

Subsequent to ~~April 30,~~October 31, 2023, we ~~sold 100,000 pounds of uranium inventory for gross~~received additional cash proceeds of ~~$5,405 and entered into agreements to sell an additional 200,000 pounds for gross proceeds of $10,835.~~$17,458 under our ATM Offerings.

~~Subsequent to April 30, 2023, 928,188 warrants with expiry dates from May 20 to June 2, 2023 were exercised and proceeds of $1,060 were received.~~

Refer to Item 7A., Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for Fiscal ~~2022.~~2023.

As of the end of the period covered by this Quarterly Report, with the participation of the Principal Executive Officer and the Principal Financial Officer, the Company evaluated the effectiveness of its disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information the Company is required to disclose in reports that are filed or submitted under the Exchange Act: (1) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (2) is accumulated and communicated to Company management, including the Principal Executive Officer and the Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals.

There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our ~~fiscal~~ quarter ended ~~April 30,~~October 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As of the date of this Quarterly Report, other than as disclosed below, there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which ~~the~~our Company or any of ~~its~~our subsidiaries is a party or of which any of their property is subject, and no director, officer, affiliate or record or beneficial owner of more than 5% of our common stock, or any associate or any such director, officer, affiliate or security holder, is: (i) a party adverse to us or any of our subsidiaries in any legal proceeding; or (ii) has an adverse interest to us or any of our subsidiaries in any legal proceeding. Other than as disclosed below, management is not aware of any other material legal proceedings pending or that have been threatened against us or our properties.

On or about March 9, 2011, the ~~Texas Commission on Environmental Quality (the “TCEQ”)~~TCEQ granted ~~the~~our Company’s applications for a Class III Injection Well Permit, ~~Production Area Authorization~~PAA and ~~Aquifer Exemption~~AE for ~~its~~our Goliad Project. On or about December 4, 2012, the ~~U.S. Environmental Protection Agency (the “EPA”)~~EPA concurred with the TCEQ issuance of the ~~Aquifer Exemption permit (the “AE”).~~AE permit. With the receipt of this concurrence, the final authorization required for uranium extraction, ~~the~~our Goliad Project achieved fully-permitted status. On or about May 24, 2011, a group of petitioners, inclusive of Goliad County, appealed the TCEQ action to the 250^th District Court in Travis County, Texas. A motion filed by ~~the~~our Company to intervene in this matter was granted. The petitioners’ appeal lay dormant until on or about June 14, 2013, when the petitioners filed their initial brief in support of their position. On or about January 18, 2013, a different group of petitioners, exclusive of Goliad County, filed a petition for review with the Court of Appeals for the Fifth Circuit ~~in the United States (the “Fifth Circuit”)~~ to appeal the EPA’s decision. On or about March 5, 2013, a motion filed by ~~the~~our Company to intervene in this matter was granted. The parties attempted to resolve both appeals, to facilitate discussions and avoid further legal costs. The parties jointly agreed, through mediation initially conducted through the Fifth Circuit on or about August 8, 2013, to abate the proceedings in the State District Court. On or about August 21, 2013, the State District Court agreed to abate the proceedings. The EPA subsequently filed a motion to remand without vacatur with the Fifth Circuit wherein the EPA’s stated purpose was to elicit additional public input and further explain its rationale for the approval. In requesting the remand without vacatur, which would allow the AE to remain in place during the review period, the EPA denied the existence of legal error and stated that it was unaware of any additional information that would merit reversal of the AE. ~~The Company~~We and the TCEQ filed a request to the Fifth Circuit for the motion to remand without vacatur, and if granted, to be limited to a 60-day review period. On December 9, 2013, by way of a procedural order from a three-judge panel of the Fifth Circuit, the Court granted the remand without vacatur and initially limited the review period to 60 days. In March of 2014, at the EPA’s request, the Fifth Circuit extended the EPA’s time period for review and additionally, during that same period, ~~the~~our Company conducted a joint groundwater survey of the site, the result of which reaffirmed ~~the Company’s~~our previously filed groundwater direction studies. On or about June 17, 2014, the EPA reaffirmed its earlier decision to uphold the granting of ~~the Company’s~~our existing AE, with the exception of a northwestern portion containing less than 10% of the uranium resource which was withdrawn, but not denied, from the AE area until additional information is provided in the normal course of mine development. On or about September 9, 2014, the petitioners filed a status report with the State District Court which included a request to remove the stay agreed to in August 2013 and to set a briefing ~~schedule (the “Status Report”).~~schedule. In that Status Report the petitioners also stated that they had decided not to pursue their appeal at the Fifth Circuit. ~~The Company continues~~We continue to believe that the pending appeal is without merit and is continuing as planned towards uranium extraction at its fully-permitted Goliad Project.

A Class I renewal application for the Goliad Project disposal wells was received by the TCEQ on January 23, 2020 and declared administratively complete on April 27, 2020. The application went through technical review and, on September 13, 2022, the executive director of the TCEQ made a decision that the permit application met the requirements of the law. On or around October 4, 2022, petitioners in Goliad County requested a hearing and reconsideration on the renewal permits. The TCEQ considered the requests on December 14, 2022, during its open meeting, and denied the petitioner’s request for reconsideration but granted its request for hearing. The TCEQ referred the application to the State Office of Administrative Hearing (“SOAH”) to discuss three issues: 1) whether the permit application adequately characterizes the geology and identified and assessed faults in the vicinity of the proposed injections wells; 2) whether the draft permit provides for adequate monitoring of migration of injected fluids in the vicinity of the proposed injection wells: and 3) whether the location and design of the injection wells and pre-injection facilities are adequate. At this time, the petitioner’s first set of interrogatories, requests for production and request for admission have been submitted. The hearing and SOAH decision is expected by March 31, 2024.

The Company has had communications and filings with the ~~Ministry of Public Works and Communications (the “MOPC”),~~MOPC, the mining regulator in Paraguay, whereby the MOPC is taking the position that certain concessions forming part of the Company’s Yuty ~~Project~~ and Alto ~~Parana Project~~Paraná Projects are not eligible for extension as to exploration or continuation to exploitation in their current stages. While we remain fully committed to ~~its~~our development path forward in Paraguay, we have filed certain applications and appeals in Paraguay to reverse the MOPC’s position in order to protect the Company’s continuing rights in those concessions.

In addition to the information contained in our Annual Report on Form 10-K for Fiscal ~~2022,~~2023, and this Quarterly Report on Form 10-Q, we have identified the following material risks and uncertainties which reflect our outlook and conditions known to us as of the date of this Quarterly Report. These material risks and uncertainties should be carefully reviewed by our stockholders and any potential investors in evaluating the Company, our business and the market value of our common stock. Furthermore, any one of these material risks and uncertainties has the potential to cause actual results, performance, achievements or events to be materially different from any future results, performance, achievements or events implied, suggested or expressed by any forward-looking statements made by us or by persons acting on our behalf. Refer to “Cautionary Note Regarding Forward-looking Statements” as disclosed in our Annual Report on Form 10-K for Fiscal ~~2022.~~2023.

There is no assurance that we will be successful in preventing the material adverse effects that any one or more of the following material risks and uncertainties may cause on our business, prospects, financial condition and operating results, which may result in a significant decrease in the market price of our common stock. Furthermore, there is no assurance that these material risks and uncertainties represent a complete list of the material risks and uncertainties facing us. There may be additional risks and uncertainties of a material nature that, as of the date of this Quarterly Report, we are unaware of or that we consider immaterial that may become material in the future, any one or more of which may result in a material adverse effect on us. You could lose all or a significant portion of your investment due to any one of these material risks and uncertainties.

Evaluating our future performance may be difficult since we have a limited financial and operating history, with significant negative operating cash flow and an accumulated deficit to date. Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.

As more fully described under Item 1, Business, in our Annual Report on Form 10-K for Fiscal ~~2022,~~2023, we were incorporated under the laws of the State of Nevada on May 16, 2003 and, since 2004, we have been primarily engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing, on projects located in the United States, Canada and the Republic of Paraguay. In November 2010, we commenced uranium extraction for the first time at our Palangana Mine utilizing ISR methods and processed those materials at our Hobson Processing Facility into drums of U₃O₈. We also hold uranium projects in various stages of exploration and pre-extraction in the States of Arizona, Colorado, New Mexico, Texas and Wyoming, in Canada and the Republic of Paraguay. Since we completed the acquisition of our Alto Paraná Project located in the Republic of Paraguay in July 2017, we are also involved in mining and related activities, including exploration, pre-extraction, extraction and processing, of titanium minerals.

As more fully described under “Liquidity and Capital Resources” of Item 2, Management’s Discussion and Analysis of Financial Condition and Result of Operations, herein, we have a history of significant negative cash flow and net losses, with an accumulated deficit balance of ~~$290.0~~$286.4 million as of ~~April 30,~~October 31, 2023. Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financing in order to fund our operations. Although we generated revenues from sales of U₃O₈ we extracted during Fiscal 2015, Fiscal 2013 and Fiscal 2012 of $3.1 million, $9.0 million and $13.8 million, respectively, and generated revenues from sales of purchased uranium inventory and toll processing services totaling ~~$125.4~~$0.1 million during the ~~nine~~three months ended ~~April 30,~~October 31, 2023 and ~~$23.2~~$164.4 million in Fiscal ~~2022,~~2023, respectively, we have yet to achieve consistent profitability or develop consistent positive cash flow from our operations, and we do not expect to achieve consistent profitability or develop consistent positive cash flow from operations in the near term. As a result of our limited financial and operating history, including our significant negative cash flow from operations and net losses to date, it may be difficult to evaluate our future performance.

As of ~~April 30,~~October 31, 2023, we had working capital (current assets less current liabilities) of ~~$38.7~~$73.6 million including cash and cash equivalents of ~~$17.5~~$50.2 million and uranium inventory holdings of ~~$26.2~~$42.9 million. Subsequent to October 31, 2023, we received additional cash proceeds of $17.5 million under our ATM Offerings. We believe that our existing cash resources and, if necessary, cash generated from the sale of the Company’s ~~uranium inventories,~~liquid assets, will provide sufficient funds to carry out our planned operations for 12 months from the date of this Quarterly Report. Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability ~~to achieve consistent positive cash flow from the sale of our uranium concentrates and~~ to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations.

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. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements, to continue advancing our projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project.

Our long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium projects and continue with exploration and pre-extraction activities and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities. The economic viability of our mining activities, including the expected duration and profitability of our ISR Mines and of any future satellite ISR mines, such as our Burke Hollow and Goliad Projects located within the South Texas Uranium Belt, our Christensen Ranch Mine and Reno Creek Project located in the Powder River Basin, Wyoming, and our projects in Canada and in the Republic of Paraguay, have many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium and titanium minerals; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct a mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected mineral extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

Our operations are capital intensive and we will require significant additional financing to acquire additional mineral projects and continue with our exploration and pre-extraction activities on our existing projects.

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

Our uranium extraction and sales history is ~~limited, with our uranium extraction to date originating from a single uranium mine.~~limited. Our ability to ~~continue generating~~generate revenue is subject to a number of factors, any one or more of which may adversely affect our financial condition and operating results.

We have a limited history of uranium extraction and generating revenue. In November 2010, we commenced uranium extraction at our Palangana Mine, which has been our sole source of revenues from the sales of produced U₃O₈during Fiscal 2015, Fiscal 2013 and Fiscal 2012, with no revenues from sales of produced U₃O₈ during the ~~nine~~three months ended ~~April 30,~~October 31, 2023, or any other fiscal years.

During the ~~nine~~three months ended ~~April 30,~~October 31, 2023, we continued to operate our ISR Mines at a reduced ~~pace to align our operations to a weak uranium commodity market in a challenging post-Fukushima environment.~~pace. This strategy has included the deferral of major pre-extraction expenditures and remaining in a state of operational readiness in anticipation of a recovery in uranium prices. Our ability to ~~continue generating~~generate revenue from our ~~ISR~~Palangana and recently acquired Christensen Ranch Mines is subject to a number of factors which include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected ~~capital costs to construct the mine and/or processing plant; (iv) significantly higher than expected~~ extraction costs; ~~(v)~~(iv) significantly lower than expected uranium extraction; ~~(vi)~~(v) significant delays, reductions or stoppages of uranium extraction activities; and ~~(vii)~~(vi) the introduction of significantly more stringent regulatory laws and regulations. Furthermore, ~~any~~ continued mining activities at our ISR Mines will eventually deplete the mines or cause such activities to become uneconomical, and if we are unable to directly acquire ~~new uranium projects~~ or develop existing uranium projects, such as our ~~Roughrider, Hidden Bay, Christie Lake,~~ Moore Ranch, Reno Creek, Burke Hollow and Goliad Projects, into additional uranium mines from which we can commence uranium extraction, it will negatively impact our ability to generate revenues. Any one or more of these occurrences may adversely affect our financial condition and operating results.

Exploration and pre-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 and pre-extraction programs and mining activities are inherently subject to numerous significant risks and uncertainties, with many beyond our control and including, but not limited to: (i) unanticipated ground and water conditions and adverse claims to water rights; (ii) unusual or unexpected geological formations; (iii) metallurgical and other processing problems; (iv) the occurrence of unusual weather or operating conditions and other force majeure events; (v) lower than expected ore grades; (vi) industrial accidents; (vii) delays in the receipt of or failure to receive necessary government permits; (viii) delays in transportation; (ix) ~~the~~ availability of contractors and labor; (x) government permit restrictions and regulation restrictions; (xi) ~~the~~ unavailability of materials and equipment; and (xii) the failure of equipment or processes to operate in accordance with specifications or expectations. These risks and uncertainties could result in: (i) delays, reductions or stoppages in our mining activities; (ii) increased capital and/or extraction costs; (iii) damage to, or destruction of, our mineral projects, extraction facilities or other properties; (iv) personal injuries; (v) environmental damage; (vi) monetary losses; and (vii) legal claims.

Success in mineral exploration is dependent on many factors including, without limitation, the experience and capabilities of a company’s management, the availability of geological expertise and the availability of sufficient funds to conduct the exploration program. Even if an exploration program is successful and commercially recoverable material is established, it may take a number of years from the initial phases of drilling and identification of the mineralization until extraction is possible, during which time the economic feasibility of extraction may change such that the material ceases to be economically recoverable. Exploration is frequently non-productive due, for example, to poor exploration results or the inability to establish ore bodies that contain commercially recoverable material, in which case the project may be abandoned and written-off. Furthermore, we will not be able to benefit from our exploration efforts and recover the expenditures that we incur on our exploration programs if we do not establish ore bodies that contain commercially recoverable material and develop these projects into profitable mining activities, and there is no assurance that we will be successful in doing so for any of our projects.

Whether an ore body contains commercially recoverable material depends on many factors including, without limitation: (i) the particular attributes, including material changes to those attributes, of the ore body such as size, grade, recovery rates and proximity to infrastructure; (ii) the market price of uranium, which may be volatile; and (iii) government regulations and regulatory requirements including, without limitation, those relating to environmental protection, permitting and land use, taxes, land tenure and transportation.

We have not established proven or probable reserves through the completion of a“final”or“bankable”feasibility study for any of our projects, including our ISR Mines. Furthermore, we have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing ISR mining, such as our ISR Mines. Since we commenced extraction of mineralized materials from our ISR Mines without having established proven or probable reserves, it may result in our mining activities at our ISR Mines, and at any future projects for which proven or probable reserves are not established, being inherently riskier than other mining activities for which proven or probable reserves have been established.

We have established the existence of mineralized materials for certain of our projects, including our ISR Mines. We have not established proven or probable reserves, as defined by the SEC, ~~under S-K 1300,~~ through the completion of a “final” or “bankable” feasibility study for any of our projects, including our ISR Mines. Furthermore, we have no present plans to establish proven or probable reserves for any of our projects for which we plan on utilizing ISR ~~mining, such as our ISR Mines.~~mining. Since we commenced ~~uranium~~the extraction of mineralized materials at our ISR Mines without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated. Any mineralized materials established or extracted from our ISR Mines should not in any way be associated with having established or produced from proven or probable reserves.

On October 31, 2018, the SEC adopted the Modernization of Property Disclosures for Mining Registrants (the ~~“New Rule”~~"New Rule"), introducing significant changes to the existing mining disclosure framework to better align it with international industry and regulatory practice, including ~~Canadian National Instrument 43-101 –~~ ~~Standards of Disclosure for Mineral Projects~~.NI 43-101. The New Rule became effective as of February 25, 2019, and issuers are required to comply with the New Rule as of the annual report for their first fiscal year beginning on or after January 1, 2021, and earlier in certain circumstances. The Company believes that it is presently in compliance with the New Rule.

Since we are in the Exploration Stage, 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 in the Production Stage.

Despite the fact that we commenced uranium extraction at our ISR Mines, we remain in the Exploration Stage (as defined by the SEC) and will continue to remain in the Exploration Stage until such time as proven or probable reserves have been established, which may never occur. We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (“U.S. ~~GAAP~~GAAP”) under which acquisition costs of mineral rights are initially capitalized as incurred while pre-production expenditures are expensed as incurred until such time as we exit the Exploration Stage. Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time as proven or probable reserves are established for that uranium project, after which subsequent expenditures relating to mine development activities for that particular project are capitalized as incurred.

We have neither established nor have any present plans to establish proven or probable reserves for our uranium projects for which we plan on utilizing ISR mining. Companies in the Production Stage (as defined by the SEC), having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to inventory and, as that inventory is sold, to cost of goods sold. As we are in the Exploration Stage, it has resulted in us reporting larger losses than if we had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to ongoing processing facility and mine pre-extraction activities. Additionally, there would be no corresponding amortization allocated to our future reporting periods since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we had been in the Production Stage. Any capitalized costs, such as acquisition costs of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage.

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 Hobson and Irigaray Processing Facilities, our ISR Mines and our recently acquired Roughrider ~~and Horse-Raven Projects,~~Project, and have recorded a liability of ~~$18.6~~$18.9 million on our balance sheet at ~~April 30,~~October 31, 2023, 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.

During Fiscal 2015, we secured $5.6 million of surety bonds as an alternate source of financial assurance for the estimated costs of the reclamation obligations of our Hobson Processing Facility and Palangana Mine, of which we have $1.7 million funded and held as restricted cash for collateral purposes as required by the surety. In connection with the U1A ~~Acquisition,~~acquisition (the “U1A Acquisition”), we assumed $13.7 million of restricted cash as surety bond collateral for total estimated reclamation costs of $18.6 million for the Christensen Ranch Mine and Irigaray Processing Facility. During Fiscal 2022, $8.6 million of surety bond collateral related to the Christensen Ranch Mine and Irigaray Processing Facility was released. We may be required at any time to fund the remaining $17.4 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 inventory program~~Physical Uranium Program involving the strategic acquisition of physical uranium will be successful, which may have an adverse effect on our results of operations.

We have used or allocated a large portion of our cash on hand in order to fund the acquisition of drummed ~~uranium pursuant to our physical uranium inventory program.~~uranium. 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.

Due to the fluctuation of uranium prices, the price of uranium will fluctuate and we will be subject to losses should we ultimately determine to sell the uranium at prices lower than the acquisition cost. The primary risks associated with physical uranium will be the normal risks associated with supply and demand fundamentals affecting price movements.

We may be required to sell a portion or all of the physical uranium accumulated to fund our operations should other forms of financing not be available to meet our capital requirements.

Since there is no public market for uranium, selling the 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 may have a material adverse effect on our securities.

There is no public market for the sale of uranium, although there are several trading and brokerage houses that serve the industry with bid and ask data as well as locations and quantities. The uranium futures market on the New York Mercantile Exchange does not provide for physical delivery of uranium, only cash on settlement, and that trading forum does not offer a formal market but rather facilitates the introduction of buyers to sellers.

The pool of potential purchasers and sellers is limited, and each transaction may require the negotiation of specific provisions. Accordingly, a sale may take several weeks or months to complete. If we determine to sell any physical uranium that we have acquired, we may likewise experience difficulties in finding purchasers that are able to accept a material quantity of physical uranium at a price and at a location that is compatible with our interests. The inability to sell on a timely basis in sufficient quantities and at a desired price and location could have a material adverse effect on our securities.

As part of our ~~physical uranium inventory program,~~Physical Uranium Program, we have entered into commitments to purchase U₃O₈and may purchase additional quantities. There is no certainty that any future purchases contemplated by us will be completed.

Storage arrangements, including the extension of storage arrangements, along with credit and operational risks of uranium storage facilities, may result in the loss or damage of our physical uranium which may not be covered by insurance or indemnity provisions and could have a material adverse effect on our financial condition.

By holding our uranium ~~inventories~~inventory at the ConverDyn conversion facility we are exposed to the credit and operational risks of the facility. There is no guarantee that we can fully recover all of our investment in uranium held with the facility in the event of a disruptive event. Failure to recover all uranium holdings could have a material adverse effect on our financial condition. Any loss or damage of the uranium may not be fully covered or absolved by contractual arrangements with ConverDyn or our insurance arrangements, and we may be financially and legally responsible for losses and/or damages not covered by indemnity provisions or insurance. Such responsibility could have a material adverse effect on our financial condition.

The uranium industry is subject to influential political and regulatory factors which could have a material adverse effect on our business and financial condition.

The international uranium industry, including the supply of uranium concentrates, is relatively small, competitive and heavily regulated. Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. In addition, the international marketing and trade of uranium is subject to political changes in governmental policies, regulatory requirements and international trade restrictions (including trade agreements, customs, duties and/or taxes). International agreements, governmental policies and trade restrictions are beyond our control. Changes in regulatory requirements, customs, duties or taxes may affect the availability of uranium, which could have a material adverse effect on our business and financial condition.

In general, where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. We currently maintain insurance against certain risks, including securities and general commercial liability claims and certain physical assets used in our operations, subject to exclusions and limitations, however, we do not maintain insurance to cover all of the potential risks and hazards associated with our operations. We may be subject to liability for environmental, pollution or other hazards associated with our exploration, pre-extraction and extraction activities, which we may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of high premiums or other reasons. Furthermore, we cannot provide assurance that any insurance coverage we currently have will continue to be available at reasonable premiums or that such insurance will adequately cover any resulting liability.

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 mining assets and businesses. Any acquisition that we may choose to complete may be of a significant size, may change the scale of our business and operations and may expose us to new geographic, political, operating, financial and geological risks. Our success in our acquisition activities depends on our ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition and integrate the acquired operations successfully with those of our Company. Any acquisitions would be accompanied by risks which could have a material adverse effect on our business. For example: (i) there may be a significant change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio; (ii) a material ore body may prove to be below expectations; (iii) we may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise and maintaining uniform standards, policies and controls across the organization; (iv) the integration of the acquired business or assets may disrupt our ongoing business and our relationships with employees, customers, suppliers and contractors; and (v) the acquired ~~businesses~~business or assets may have unknown liabilities which may be significant. In the event that we choose to raise debt capital to finance any such acquisition, our leverage will be increased. If we choose to use equity as consideration for such acquisition, existing shareholders may suffer dilution. Alternatively, we may choose to finance any such acquisition with our existing resources. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

The uranium and titanium industries are subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

Uranium and titanium exploration and pre-extraction programs and mining activities are subject to numerous stringent laws, regulations and standards at the federal, state and local levels governing permitting, pre-extraction, extraction, exports, taxes, labor standards, occupational health, waste disposal, protection and reclamation of the environment, protection of endangered and protected species, mine safety, hazardous substances and other matters. Our compliance with these requirements requires significant financial and personnel resources.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, or any other applicable jurisdiction, may change or be applied or interpreted in a manner which may also have a material adverse effect on our operations. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency or special interest group may also have a material adverse effect on our operations.

Uranium and titanium exploration and pre-extraction programs and mining activities are subject to stringent environmental protection laws and regulations at the federal, state and local levels. These laws and regulations include permitting and reclamation requirements, regulate emissions, water storage and discharges and disposal of hazardous wastes. Uranium mining activities are also subject to laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods. Various permits from governmental and regulatory bodies are required for mining to commence or continue, and no assurance can be provided that required permits will be received in a timely manner.

Our compliance costs, including the posting of surety bonds associated with environmental protection laws and regulations and health and safety standards, have been significant to date, and are expected to increase in scale and scope as we expand our operations in the future. Furthermore, environmental protection laws and regulations may become more stringent in the future, and compliance with such changes may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

While the very heart of our business – uranium extraction, which is the fuel for carbon-free, emission-free baseload nuclear power – and our recycling programs, help address global climate changeand reduce air pollution, the world’s focus on addressing climate change will require ~~our~~the Company to continue to conduct all of its operations in a manner that minimizes the use of resources, including ~~the unnecessary use of~~enhancing energy ~~resources,~~efficiency and reducing our reliance on fossil fuels, in order to continue to minimize air emissions at our facilities, which can also increase mine and facility, construction, development and operating costs. Regulatory and environmental standards may also change over time to address global climate change, which could further increase these costs.

To the best of our knowledge, our operations are in compliance, in all material respects, with all applicable laws, regulations and standards. If we become subject to liability for any violations, we may not be able or may elect not to insure against such ~~future~~ risk due to high insurance premiums or other reasons. Where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. However, we cannot provide any assurance that such insurance will continue to be available at reasonable premiums or that such insurance will be adequate to cover any resulting liability.

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 of appropriate rights, authorizations, licences, permits ~~consents~~ and ~~concessions,~~consents, as well as continuation and amendment of these rights, authorizations, licences, permits and consents already granted, which may be granted for a defined period of time, or may not be granted or may be withdrawn or made subject to limitations. There can be no assurance that all necessary rights, authorizations, licences, permits and consents will be granted to us, or that authorizations, licences, permits and consents already granted will not be withdrawn or made subject to limitations.

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

The nuclear incident that occurred in Japan in March 2011 had significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur, it may have further adverse effects for both industries. Public opinion of nuclear power as a source of electrical generation may be adversely affected, which may cause governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion. Any one of these occurrences has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market prices for uranium, adversely affecting the operations and prospects of our Company. Furthermore, the growth of the nuclear and uranium industries is dependent on continuing and growing public support of nuclear power as a viable source of electrical generation.

In March 2020 the COVID-19 pandemic resulted in a black swan event impacting about 50% of the world’s uranium production and has accelerated the market rebalancing. In 2020 significant production cuts were announced in response to the global COVID-19 pandemic, including uranium facilities in Canada, Kazakhstan and Namibia. In ~~2021,~~2023, although most production impacted by COVID-19 has returned to an operating status, some production has continued to be affected. It is unknown at this time exactly how long all the impacts will last or how much uranium production will ultimately be removed from the market as a result of the COVID-19 pandemic. The Company also believes that a large degree of uncertainty exists in the market, primarily due to the size of mobile uranium inventories, transportation issues, premature reactor shutdowns in the U.S. and the length of time of any uranium mine, conversion or enrichment facility shutdowns.

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. 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 titanium industry is affected by global economic factors, including risks associated with volatile economic conditions, and the market for many titanium products is cyclical and volatile, and we may experience depressed market conditions for such products.

Titanium is used in many “quality of life” products for which demand historically has been linked to global, regional and local GDP and discretionary spending, which can be negatively impacted by regional and world events or economic conditions. Such events are likely to cause a decrease in demand for products and, as a result, may have an adverse effect on our results of operations and financial condition. The timing and extent of any changes to currently prevailing market conditions is uncertain, and supply and demand may be unbalanced at any time. Uncertain economic conditions and market instability make it particularly difficult for us to forecast demand trends. As a consequence, we may not be able to accurately predict future economic conditions or the effect of such conditions on our financial condition or results of operations. We can give no assurances as to the timing, extent or duration of the current or future economic cycles impacting the industries in which we operate.

Historically, the market for large volume titanium applications, including coatings, paper and plastics, has experienced alternating periods of tight supply, causing prices and margins to increase, followed by periods of lower capacity utilization, resulting in declining prices and margins. The volatility this market experiences occurs as a result of significant changes in the demand for products as a consequence of global economic activity and changes in customers’ requirements. The supply-demand balance is also impacted by capacity additions or reductions that result in changes of utilization rates. In addition, titanium margins are impacted by significant changes in major input costs, such as energy and feedstock. Demand for titanium depends in part on the housing and construction industries. These industries are cyclical in nature and have historically been impacted by downturns in the economy. In addition, pricing may affect customer inventory levels as customers may from time to time accelerate purchases of titanium in advance of anticipated price increases or defer purchases of titanium in advance of anticipated price decreases. The cyclicality and volatility of the titanium industry results in significant fluctuations in profits and cash flow from period to period and over the business cycle.

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.

The titanium industry is concentrated and highly competitive, and we may not be able to compete effectively with our competitors that have greater financial resources or those that are vertically integrated, which could have a material adverse effect on our business, results of operations and financial condition.

The global titanium market is highly competitive, with the top six producers accounting for approximately 60% of the world’s production capacity. Competition is based on a number of factors, such as price, product quality and service. Among our competitors are companies that are vertically-integrated (those that have their own raw material resources). Changes in the competitive landscape could make it difficult for us to retain our competitive position in various products and markets throughout the world. Our competitors with their own raw material resources may have a competitive advantage during periods of higher raw material prices. In addition, some of the companies with whom we compete may be able to produce products more economically than we can. Furthermore, some of our competitors have greater financial resources, which may enable them to invest significant capital into their businesses, including expenditures for research and development.

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

We hold certain mineral rights located in the Republic of Paraguay through Piedra Rica Mining S.A., Transandes Paraguay S.A., Trier S.A. and Metalicos Y No Metalicos Paraguay S.R.L., which are incorporated in Paraguay. Operations in foreign jurisdictions outside of the United States and Canada, especially in developing countries, 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 in Paraguay, 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 or Canada. We may also be hindered or prevented from enforcing our rights with respect to a government entity or instrumentality because of the doctrine of sovereign immunity. Any adverse or arbitrary decision of a foreign court may have a material and adverse impact on our business, prospects, financial condition and results of operations.

Although we have taken reasonable measures to ensure proper title to our interests in mineral properties and other assets, there is no guarantee that the title to any of such interests will not be challenged. No assurance can be given that we will be able to secure the grant or the renewal of existing mineral rights and tenures on terms satisfactory to us, or that governments in the jurisdictions in which we operate will not revoke or significantly alter such rights or tenures or that such rights or tenures will not be challenged or impugned by third parties, including local governments, aboriginal peoples or other claimants.

The Company has had communications and filings with the MOPC, whereby the MOPC is taking the position that certain concessions forming part of the Company’s Yuty and Alto Paraná Projects are not eligible for extension as to exploration or continuation to exploitation in their current stages. While we remain fully committed to our development path forward in Paraguay, we have filed certain applications and appeals in Paraguay to reverse the MOPC’s position in order to protect the Company’s continuing rights in those concessions.

Our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. A successful challenge to the precise area and location of our claims could result in us being unable to operate on our properties as permitted or being unable to enforce our rights with respect to our properties.

Due to the nature of our business, we may be subject to legal proceedings which may divert management’s time and attention from our business and result in substantial damage awards.

Due to the nature of our business, we may be subject to numerous regulatory investigations, securities claims, civil claims, lawsuits and other proceedings in the ordinary course of our business including those described under Item 1,3. Legal Proceedings herein. The outcome of these lawsuits is uncertain and subject to inherent uncertainties, and the actual costs to be incurred will depend upon many unknown factors. We may be forced to expend significant resources in the defense of these suits, and we may not prevail. Defending against these and other lawsuits in the future may not only require us to incur significant legal fees and expenses, but may become time-consuming for us and detract from our ability to fully focus our internal resources on our business activities. The results of any legal proceeding cannot be predicted with certainty due to the uncertainty inherent in litigation, the difficulty of predicting decisions of regulators, judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on our business, financial position or operating results.

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

Our success is dependent on the efforts, abilities and continued service of certain senior officers and key employees and consultants. A number of our key employees and consultants have significant experience in the uranium industry. A loss of service from any one of these individuals may adversely affect our operations, and we may have difficulty or may not be able to locate and hire a suitable replacement.

The majority of our directors and officers are involved in other business ventures including similar capacities with other private or publicly-traded companies. Such individuals may have significant responsibilities to these other business ventures, including consulting relationships, which may require significant amounts of their available time. Conflicts of interest may include decisions on how much time to devote to our business affairs and what business opportunities should be presented to us. Our Code of ~~Business~~ Conduct and Ethics provides for guidance on conflicts of interest.

The laws of the State of Nevada and our Articles of Incorporation 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 our Company or to our stockholders for monetary damages for all but certain types of conduct as directors and officers. Our Bylaws provide for broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. These indemnification provisions may require us to use our limited assets to defend our directors and officers against claims, and may have the effect of preventing stockholders from recovering damages against our directors and officers caused by their negligence, poor judgment or other circumstances.

Several of our directors and officers are 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. Consequently, stockholders may be effectively prevented from pursuing remedies against such directors and officers under United States federal securities laws. In addition, stockholders may not be able to commence an action in a Canadian court predicated upon the civil liability provisions under United States federal securities laws. The foregoing risks also apply to those experts identified in this document that are not residents of the United States.

Disclosure controls and procedures and internal ~~controls~~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.

Proposedand 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 the Company or holders of shares of our common stock. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.

The U.S. Congress has recently passed and is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, and which legislation could adversely impact the Company’s financial performance and the value of shares of our common stock. In particular, we understand that new legislation known as the “Build Back Better Act” has been passed by both houses of the U.S. Congress. The legislation includes, without limitation, new corporate minimum income taxes. We understand that the proposals would be effective for 2022 or later years.

In addition, the Inflation Reduction Act of 2022 was recently signed into law and includes provisions that will impact the U.S. federal income taxation of corporations. Among other items, this legislation includes provisions that will impose a minimum tax on the book income of certain large corporations and an excise tax on certain corporate stock repurchases that would be imposed on the corporation repurchasing such stock. It is unclear how this legislation will be implemented by the U.S. Department of the Treasury and the Company cannot predict how this legislation or any future changes in tax laws might affect the Company or purchasers of our common stock.

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

On September 28, 2007, our common stock commenced trading on the NYSE American (formerly known as the American Stock Exchange, the NYSE Amex Equities Exchange and the NYSE MKT) and prior to that, traded on the OTC Bulletin Board.

The global markets have experienced significant and increased volatility in the past, and have been impacted by the effects of mass sub-prime mortgage defaults and liquidity problems of the asset-backed commercial paper market, resulting in a number of large financial institutions requiring government bailouts or filing for bankruptcy. The effects of these past events and any similar events in the future may continue to or further affect the global markets, which may directly affect the market price of our common stock and our accessibility for additional financing. Although this volatility may be unrelated to specific company performance, it can have an adverse effect on the market price of our shares which, historically, has fluctuated significantly and may continue to do so in the future.

In addition to the volatility associated with general economic trends and market conditions, the market price of our common stock could decline significantly due to the impact of any one or more events including, but not limited to, the following: (i) volatility in the uranium market; (ii) occurrence of a major nuclear incident such as the events in Japan in March 2011; (iii) changes in the outlook for the nuclear power and uranium industries; (iv) failure to meet market expectations on our exploration, pre-extraction or extraction activities, including abandonment of key uranium projects; (v) sales of a large number of our shares held by certain stockholders including institutions and insiders; (vi) downward revisions to previous estimates on us by analysts; (vii) removal from market indices; (viii) legal claims brought forth against us; and (ix) introduction of technological innovations by competitors or in competing technologies.

A prolonged decline in the market price of our common stock could affect our ability to obtain additional financing which would adversely affect our operations ~~and financial condition.~~

Historically, we have relied on equity financing and, more recently, on debt financing, as primary sources of financing. A prolonged decline in the market price of our common stock or a reduction in our accessibility to the global markets may result in our inability to secure additional financing which would have an adverse effect on our ~~operations and financial condition.~~operations.

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

We are authorized to issue 750,000,000 shares of common stock of which ~~376,547,894~~389,668,725 shares were issued and outstanding as of ~~April 30,~~October 31, 2023. Future issuances for financings, mergers and acquisitions, exercise of stock options and share purchase warrants and for other reasons may result in significant dilution to and be issued at prices substantially below the price paid for our shares held by our existing stockholders. Significant dilution would reduce the proportionate ownership and voting power held by our existing stockholders and may result in a decrease in the market price of our shares.

We are subject to the Continued Listing Criteria of the NYSE American and our failure to satisfy these criteria may result in delisting of our common stock.

Our common stock is currently listed on the NYSE American. In order to maintain this listing, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of shareholders’ equity and a minimum number of public shareholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer: (i) if in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; (iii) if the issuer sells or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE American’s listing requirements; (v) if an issuer’s common stock sells at what the NYSE American considers a “low selling price” and the issuer fails to correct this via a reverse split of shares after notification by the NYSE American; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE American, in its opinion, inadvisable.

If the NYSE American delists our common stock, investors may face material adverse consequences including, but not limited to, a lack of trading market for our securities, reduced liquidity, decreased analyst coverage of our securities, and an inability for us to obtain additional financing to fund our operations.

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States, and that is subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety and Health Act of 1977 ~~(“Mine~~ (the “Mine Safety Act”), are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the quarter ended ~~April 30,~~October 31, 2023, our ISR Mines were not subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety Act.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

PART I – FINANCIAL INFORMATION		4

Item 1.	Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2725

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3533

Item 4.	Controls and Procedures	3533

PART II – OTHER INFORMATION		3735

Item 1.	Legal Proceedings	3735

Item 1A.	Risk Factors	3735

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4947

Item 3.	Defaults Upon Senior Securities	4947

Item 4.	Mine Safety Disclosures	4947

Item 5.	Other Information	4947

Item 6.	Exhibits	4947

SIGNATURES		5149

	Notes		April 30, 2023			July 31, 2022			*Notes*	*October 31, 2023*			July 31, 2023

CURRENT ASSETS
Cash and cash equivalents			$	17,463		$	32,536			$	50,240		$	45,614
Inventories		5		26,637			66,570		3		42,939			6,207
Prepaid expenses and deposits				2,473			2,871				10,449			2,682
Accounts and other receivables				1,708			214				542			702
TOTAL CURRENT ASSETS				48,281			102,191				104,170			55,205

MINERAL RIGHTS AND PROPERTIES		6		559,451			181,948		4		556,423			565,560
PROPERTY, PLANT AND EQUIPMENT		7		19,777			20,234		5		20,062			19,728
RESTRICTED CASH				7,251			7,251		6		7,251			7,251
EQUITY-ACCOUNTED INVESTMENTS		8		45,886			24,177		7		53,364			48,110
INVESTMENT IN EQUITY SECURITIES		9		38,361			14,834		8		53,347			38,656
OTHER NON-CURRENT ASSETS				3,141			3,612				3,512			3,079
TOTAL ASSETS			$	722,148		$	354,247			$	798,129		$	737,589

CURRENT LIABILITIES
Accounts payable and accrued liabilities			$	7,983		$	8,162			$	17,581		$	10,525
Asset retirement obligations - current		11		362			-		9		1,515			1,515
Derivative liabilities		12		1,034			-		10		11,214			-
Other current liabilities				216			336				292			154
TOTAL CURRENT LIABILITIES				9,595			8,498				30,602			12,194

ASSET RETIREMENT OBLIGATIONS		11		18,265			17,276		9		17,394			17,155
OTHER NON-CURRENT LIABILITIES				959			1,028				1,509			1,020
DERIVATIVE LIABILITIES		12		3,218			-		10		-			4,313
DEFERRED TAX LIABILITIES				68,273			536				66,419			71,080
TOTAL LIABILITIES				100,310			27,338				115,924			105,762

STOCKHOLDERS’ EQUITY
STOCKHOLDERS’ EQUITY
Capital stock
Common stock $0.001 par value: 750,000,000 shares authorized, 376,547,894 shares issued and outstanding (July 31, 2022 - 289,638,307)		13		377			289
Common stock $0.001 par value: 750,000,000 shares authorized, 389,668,725 shares issued and outstanding (July 31, 2023 - 378,452,864)									11		390			378
Additional paid-in capital				921,562			613,179				982,831			924,737
Share issuance obligation				22			-
Accumulated deficit				(290,197	)		(286,373	)			(286,359	)		(289,680	)
Accumulated other comprehensive loss				(9,926	)		(186	)			(14,657	)		(3,608	)
TOTAL EQUITY				621,838			326,909				682,205			631,827
TOTAL LIABILITIES AND EQUITY			$	722,148		$	354,247			$	798,129		$	737,589

SUBSEQUENT EVENTS		13,14							11

~~URANIUM ENERGY CORP.~~
~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS~~’ ~~EQUITY~~
~~FROM MAY 16, 2003 (INCEPTION) TO April 30, 2023~~
~~(Expressed in thousands)~~

~~URANIUM ENERGY CORP.~~
~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS~~’ ~~EQUITY~~
~~FROM MAY 16, 2003 (INCEPTION) TO April 30, 2022~~
~~(Expressed in thousands)~~

~~Exercise Price in U.S. dollars~~	~~1.077 to3.9494~~
~~Exercise Price in Canadian dollars~~	~~CA$1.39 to CA$5.12~~
~~Expected Risk Free Interest Rate~~		~~2.40% to 3.23~~	%
~~Expected Volatility~~		~~76.01% to 97.53~~	%
~~Expected Life in Years~~		~~0.12 to 1.0~~
~~Expected Dividend Yield~~		~~0.00~~	%

~~Exercise Price in U.S. dollars~~	~~1.111 to3.4242~~
~~Exercise Price in Canadian dollars~~	~~CA$1.44 to CA$4.44~~
~~Expected Risk Free Interest Rate~~		~~3.18% to 3.23~~	%
~~Expected Volatility~~		~~90.98% to 101.52~~	%
~~Expected Life in Years~~		~~0.75 to 2.05~~
~~Expected Dividend Yield~~		~~0.00~~	%

Consideration paid
UEC shares issued	$	171,271
Fair value of UEX shares acquired by UEC before acquisition		5,830
Replacement options issued		4,026
Replacement warrants issued		8,903
Acquisition related costs		2,643
Total consideration	$	192,673

Assets acquired and liabilities assumed
Cash and cash equivalents	$	4,627
Prepaid expenses and deposits		159
Accounts receivable		892
Mineral rights and properties		208,008
Equity-accounted investment		24,502
Investment in equity securities		135
Other non-current assets		118
Total assets		238,441

Accounts payable and accrued liabilities		7,080
Other liabilities		111
Asset retirement obligations (Note 11)		211
Deferred tax liabilities		38,366
Total liabilities		45,768
Total net assets	$	192,673

Cash acquired with the subsidiary	$	4,627
Acquisition related costs		(2,643	)
Acquisition of UEX, net of cash acquired	$	1,984

Consideration paid
Cash	$	80,000
Fair value of 17,805,815 UEC shares issued at $3.60 per share		64,101
Acquisition related costs		2,117
Total consideration paid	$	146,218

Assets acquired and liabilities assumed
Mineral rights and properties	$	178,438
Total assets		178,438

Asset retirement obligations (Note 11)		445
Deferred tax liabilities		31,775
Total liabilities		32,220
Total net assets	$	146,218

Cash paid	$	(80,000	)
Acquisition related costs		(2,117	)
Acquisition of Roughrider	$	(82,117	)

	Purchase Commitments in Pounds		Purchase Price		Purchase Commitments
Fiscal 2023		100,000	$	3,295
					in Pounds		Purchase Price
Fiscal 2024		995,000		45,777		600,000	$	32,730
Fiscal 2025		600,000		23,120		600,000		23,120
Fiscal 2026		100,000		3,620		100,000		3,620
Total		1,795,000	$	75,812		1,300,000	$	59,470

Costs	United States			Canada			Paraguay		Total
Balance, July 31, 2022	$	172,340		$	982		$	15,014	$	188,336
Additions (Note 3 and 4)		50			386,447			-		386,497
Foreign exchange difference		-			(8,993	)		-		(8,993	)
Balance, April 30, 2023		172,390			378,436			15,014		565,840

Accumulated Depletion and Amortization	United States			Canada			Paraguay		*Total*
Balance, July 31, 2022		(6,388	)		-			-		(6,388	)
Additions		(1	)		-			-		(1	)
Balance, April 30, 2023		(6,389	)		-			-		(6,389	)

Carrying Value
Balance, July 31, 2022	$	165,952		$	982		$	15,014	$	181,948
Balance, April 30, 2023	$	166,001		$	378,436		$	15,014	$	559,451

	October 31, 2023		July 31, 2023
Balance, beginning of year	$	7,251	$	7,251
Balance, end of year	$	7,251	$	7,251

Balance, July 31, 2022	$	24,177
Addition from UEX Acquisition - JCU		24,502
Capital contribution to JCU		595
Share of losses		(1,609	)
Gain on dilution of ownership interest in URC		624
Foreign exchange difference		(2,403	)
Balance, April 30, 2023	$	45,886

Balance, July 31, 2023	$	48,110
Addition in URC		5,676
Capital contribution to JCU		653
Share of income from URC and JCU		1,038
Gain on dilution of ownership interest in URC		421
Foreign exchange difference		(2,534	)
Balance, October 31, 2023	$	53,364

															*October 31, 2023*							July 31, 2023
	April 30, 2023							July 31, 2022							*Cost*		*Accumulated*			*Net Book*		Cost		Accumulated			Net Book
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation			Net Book Value				*Depreciation*			*Value*				Depreciation			Value
Plant and Processing Facilities	$	19,118	$	(1,824	)	$	17,294	$	18,964	$	(1,306	)	$	17,658	$	19,145	$	(2,172	)	$	16,973	$	19,145	$	(1,998	)	$	17,147
Mining Equipment		2,804		(2,457	)		347		2,777		(2,382	)		395		3,472		(2,502	)		970		2,915		(2,478	)		437
Logging Equipment and Vehicles		2,747		(1,946	)		801		2,666		(1,851	)		815		2,848		(2,056	)		792		2,799		(1,989	)		810
Computer Equipment		368		(338	)		30		360		(313	)		47		306		(284	)		22		306		(280	)		26
Furniture and Fixtures		190		(179	)		11		190		(177	)		13		201		(182	)		19		198		(180	)		18
Buildings		297		(83	)		214		298		(72	)		226		297		(91	)		206		297		(87	)		210
Land		1,080		-			1,080		1,080		-			1,080		1,080		-			1,080		1,080		-			1,080
	$	26,604	$	(6,827	)	$	19,777	$	26,335	$	(6,101	)	$	20,234	$	27,349	$	(7,287	)	$	20,062	$	26,740	$	(7,012	)	$	19,728

	Three Months Ended April 30,					Nine Months Ended April 30,
	2023			2022		2023			2022
Share of income (loss)	$	(908	)	$	801	$	(1,609	)	$	983
Gain on dilution of ownership interest		8			1,158		624			3,731
Total	$	(900	)	$	1,959	$	(985	)	$	4,714

	*Three Months Ended October 31, 2023*
	*2023*		2022
Share of income (loss)	$	1,038	$	(195	)
Gain on dilution of ownership interest		421		226
Total	$	1,459	$	31

Balance, July 31, 2022	$	14,834
Transferred as consideration for UEX Acquisition (Note 3)		(5,830	)
Acquired from UEX Acquisition (Note 3)		135
Additions		42,219
Loss on revaluation of equity securities		(12,992	)
Foreign exchange difference		(5	)
Balance, April 30, 2023	$	38,361

Balance, July 31, 2023	$	38,656
Dispositions		(3,427	)
Additions		811
Gain on revaluation of equity securities		17,313
Foreign exchange difference		(6	)
Balance, October 31, 2023	$	53,347

Balance, July 31, 2022	$	17,276
Accretion		710
Assumed from Roughrider Acquisition (Note 4)		445
Assumed from UEX Acquisition (Note 3)		211
Liabilities settled in cash		(6	)
Foreign exchange difference		(9	)
Balance, April 30, 2023		18,627
Asset retirement obligations, current		362
Asset retirement obligations, non-current	$	18,265

Balance, July 31, 2023	$	18,670
Accretion		242
Liabilities settled in cash		(3	)
Balance, October 31, 2023		18,909
Asset retirement obligations, current		1,515
Asset retirement obligations, non-current	$	17,394

Fiscal 2023	$	362
Fiscal 2024		1,300
Fiscal 2025		1,472
Fiscal 2026		2,489
Fiscal 2027		2,509
Remaining balance		21,080
	$	29,212

Exercise Price in U.S. dollars	~~1.066 to3.2727~~2.322 to3.2020
Exercise Price in Canadian dollars	CA$~~1.44~~3.22 to CA$4.44
Expected Risk Free Interest Rate		~~4.04% to 4.48~~5.40	%
Expected Volatility		~~41.20% to 83.93~~51.73	%
Expected Life in Years		~~0.05 to 1.36~~0.85
Expected Dividend Yield		~~0.00~~0	%

Balance, July 31, 2022	$	-
Fair value of derivative liabilities assumed from UEX Acquisition (Note 3)		8,903
Warrants exercised		(188	)
Change in fair value during the period		(4,463	)
Balance, April 30, 2023		4,252
Derivative liabilities, current		1,034
Derivative liabilities, non-current	$	3,218

	Number of Warrants			Weighted Average Exercise Price
Balance, July 31, 2022		3,615,454		$	1.92
Issuance of Replacement Warrants (Note 3,13)		4,660,580			2.84
Exercised		(3,410,898	)		1.80
Expired		(27,550	)		1.80
Balance, October 31, 2022		4,837,586			2.85
Exercised		(45,000	)		1.46
Balance, January 31, 2023		4,792,586			2.93
Balance, April 30, 2023		4,792,586		$	2.88

	*Number of*		*Weighted Average*
	*Warrants*		*Exercise Price*
Balance, July 31, 2023		3,857,030	$	3.31
Balance, October 31, 2023		3,857,030		3.31

Weighted Average Exercise Price		Number of Warrants Outstanding		Weighted Average Remaining Contractual Life (Years)		Expiry Date
$	1.72		144,194		0.05	May 20, 2023
	1.64		25,000		0.06	May 21, 2023
	1.43		766,362		0.09	June 2, 2023
	3.17		3,675,212		1.36	September 7, 2024
	4.13		181,818		2.93	April 5, 2026
$	2.88		4,792,586		1.17

		*Number of*		*Weighted Average Remaining*
*Weighted Average*		*Warrants*		*Contractual*
*Exercise Price*		*Outstanding*		*Life (Years)*		*Expiry Date*
$	3.27		3,675,212		0.85	September 7, 2024
	4.13		181,818		2.43	April 5, 2026
$	3.31		3,857,030		0.93

	Number of Stock Options			Weighted Average Exercise Price
Balance, July 31, 2022		8,880,527		$	1.58
Issuance of Replacement Options (Note 3)		2,301,750			1.90
Granted		5,000			4.23
Exercised		(2,331,222	)		1.61
Balance, October 31, 2022		8,856,055			1.65
Granted		15,464			3.78
Exercised		(197,110	)		2.10
Balance, January 31, 2023		8,674,409			1.65
Granted		100,000			3.22
Exercised		(337,500	)		1.61
Balance, April 30, 2023		8,436,909		$	1.67

	*Number of Stock*			*Weighted Average*
	*Options*			*Exercise Price*
Balance, July 31, 2023		8,326,983		$	1.92
Granted		17,500			5.04
Exercised		(608,182	)		1.69
Cancelled/Forfeited		(191,259	)		1.59
Expired		(27,000	)		3.69
Balance, October 31, 2023		7,518,042			1.94

	Number of Unvested Stock Options			Weighted Average Grant-Date Fair Value
Balance, July 31, 2022		2,186,154		$	1.79
Issuance of Replacement Options (Note 3)		2,301,750			1.75
Granted		5,000			2.70
Vested		(2,467,341	)		1.79
Balance, October 31, 2022		2,025,563			1.74
Granted		15,464			2.40
Vested		(394,858	)		1.78
Balance, January 31, 2023		1,646,169		$	1.74
Granted		100,000			2.04
Vested		(15,680	)		1.56
Balance, April 30, 2023		1,730,489		$	1.76

	*Number of Unvested*			*Weighted Average*
	*Stock Options*			*Grant-Date Fair Value*
Balance, July 31, 2023		1,803,265		$	2.28
Granted		17,500			3.36
Cancelled/Forfeited		(12,300	)		2.37
Vested		(133,062	)		2.18
Balance, October 31, 2023		1,675,403			2.29

Exercise Price	4.722 to5.2020
Expected Risk Free Interest Rate	4.39% to 4.67%
Expected Volatility	79.42% to 79.53%
Expected Life in Years	5
Expected Dividend Yield	0.00%

	Options Outstanding						Options Exercisable						Options Outstanding						Options Exercisable
Range of Exercise Prices	Outstanding at April 30, 2023		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Exercisable at April 30, 2023		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
																	Weighted						Weighted
																	Average						Average
Range of															Weighted		Remaining				Weighted		Remaining
Exercise													Outstanding at		Average		Contractual		Exercisable at		Average		Contractual
Prices													October 31, 2023		Exercise Price		Term (Years)		October 31, 2023		Exercise Price		Term (Years)
$0.80 to $0.99		3,592,124	$	0.92		6.78		3,592,124	$	0.92		6.78		3,013,687	$	0.92		6.23		3,013,687	$	0.92		6.23
$1.00 to $1.99		2,442,500		1.29		4.12		2,000,832		1.33		3.44		1,390,500		1.11		6.47		1,390,500		1.11		6.47
$2.00 to $2.99		918,954		2.22		7.96		687,183		2.22		7.87		715,344		2.24		7.57		715,344		2.24		7.57
$3.00 to $3.99		1,478,331		3.76		8.37		425,031		3.78		7.61		2,376,011		3.60		8.84		720,608		3.70		8.27
$4.00 to $4.23		5,000		4.23		9.49		1,250		4.23		9.49		10,000		4.48		9.42		2,500		4.23		8.98
$5.00 to $5.20														12,500		5.16		9.91		-		-		-
		8,436,909	$	1.67		6.42		6,706,420	$	1.36		5.95		7,518,042	$	1.94		7.23		5,842,639	$	1.47		6.70

									*Number of*
									*Restricted Stock*		*Grant Date*		*Remaining Life*		*Aggregate*
Grant Date	Number of Restricted Stock Units		Grant Date Fair Value		Remaining Life (Years)		Aggregate Intrinsic Value		*Units*		*Fair Value*		*(Years)*		*Intrinsic Value*
July 16, 2020		217,498	$	0.91		0.21	$	568
July 21, 2021		271,746		2.15		1.23		709		135,875		2.15		0.72		808
May 01, 2022		58,824		4.25		2.01		154
May 1, 2022										39,216		4.25		1.50		233
July 29, 2022		287,966		3.98		2.25		752		184,023		3.98		1.75		1,095
July 31, 2023										620,386		3.32		2.75		3,691
		836,034	$	2.61		1.37	$	2,183		979,500	$	3.32		2.23	$	5,827