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What changed in UR-ENERGY INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of UR-ENERGY INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+292 added−303 removedSource: 10-K (2024-12-31) vs 10-K (2024-03-06)

Top changes in UR-ENERGY INC's 2024 10-K

292 paragraphs added · 303 removed · 163 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

77 edited+16 added−19 removed90 unchanged
Biggest changeTheir availability or cost of service can change depending on other local market conditions and may therefore affect the installation and production rates of mining. 41 Table of Contents Risks Related to our Common Shares We have never paid dividends and do not currently expect to do so in the near future.
Biggest changeUnder prevailing supply chain and market conditions, this is particularly true. In addition, we rely on certain contractors related to the installation of wells and technical services associated with that installation. Their availability or cost of service can change depending on other local market conditions and may therefore affect the installation and production rates of mining.
The price of uranium is volatile, has experienced and may continue to experience significant price movements over short periods of time. Spot pricing reached lows at or below $20 per pound U 3 O 8 in recent years.
The price of uranium is volatile and has experienced and may continue to experience significant price movements over short periods of time. Spot pricing reached lows at or below $20 per pound U 3 O 8 in recent years.
The uranium industry is highly competitive and nuclear energy competes with other energy sources. The national and international uranium industry is small and highly competitive. Our activities are directed toward the exploration for, evaluation, acquisition and development of uranium deposits into production operations.
The uranium industry is highly competitive and nuclear energy competes with other energy sources. The national and international uranium industry is small and highly competitive. Our activities are directed toward the exploration for, and evaluation, acquisition and development of uranium deposits into production operations.
Passage of such legislation could adversely affect our financial performance, including proposals imposing a royalty or otherwise impacting holding and operational costs of mining claims, if passed, could render mineral projects or existing mines uneconomic.
Passage of such legislation could adversely affect our financial performance, if passed, including proposals imposing a royalty or otherwise impacting holding and operational costs of mining claims could render mineral projects or existing mines uneconomic.
Operational cost estimates are affected by changes in production levels and may be affected by continuing inflation and cost-of-goods due to supply chain issues as well as the possible need to utilize a greater level of contractor services if required staffing is unavailable or cannot timely be hired and trained.
Production and operational cost estimates are affected by changes in production levels and may be affected by continuing inflation and cost-of-goods due to supply chain issues as well as the possible need to utilize a greater level of contractor services if required staffing is unavailable or cannot timely be hired and trained.
To the extent these conflicts and geopolitical situations may adversely affect our business as discussed, they may also have the effect of heightening many of the other risks described in this Item 1A such as those relating to cyber-security, supply chain, inflationary and other volatility in prices of goods and materials, and the condition of the markets including as related to our ability to access additional capital, any of which could negatively affect our business.
To the extent these conflicts and geopolitical situations adversely affect our business as discussed, they may also have the effect of heightening many of the other risks described in this Item 1A such as those relating to cyber-security, supply chain, inflationary and other volatility in prices of goods and materials, and the condition of the markets including as related to our ability to access additional capital, any of which could negatively affect our business.
Our systems, internal controls and insurance for protecting against such cyber security risks may be insufficient and it is increasingly difficult to fully mitigate against these threats as they are ever changing. Additionally, we assess possible threats to our third-party providers when they may be provided confidential and proprietary information to complete work in our behalf.
Our systems and internal controls for protecting against such cyber security risks may be insufficient and it is increasingly difficult to fully mitigate against these threats as they are ever changing. Additionally, we assess possible threats to our third-party providers when they may be provided confidential and proprietary information to complete work in our behalf.
Similarly, we believe that we have necessary rights to surface use and access in areas for which we have mineral rights other than pursuant to a federal unpatented mining claim. Those rights may also be challenged, resulting in delay or additional cost to assert and confirm our rights.
Similarly, we believe that we have the necessary rights to surface use and access in areas for which we have mineral rights other than pursuant to a federal unpatented mining claim. Those rights may also be challenged, resulting in delay or additional cost to assert and confirm our rights.
We prepare estimates of annual and future production, the attendant production and operational costs and required working capital for such levels of production, but there is no assurance that we will achieve those estimates. Additionally, we have and continue to estimate the costs of construction for Shirley Basin, in the current market.
We prepare estimates of annual and future production, the attendant production and operational costs and required working capital for such levels of production, but there is no assurance that we will achieve those estimates. Additionally, we have estimated and continue to estimate the costs of construction for Shirley Basin, in the current market.
Our business is subject to extensive federal, state and local laws governing all stages of exploration, development and operations at our mineral properties, taxes, labor standards and occupational health, mine and radiation safety, toxic substances, endangered species protections, and other matters.
Our business is subject to extensive federal, state and local laws governing all stages of exploration, development and operations at our mineral properties, taxes, labor standards and occupational health, mine and radiation safety, toxic substances, endangered species protections, and numerous other matters.
The conflicts in the Middle East, and other geopolitical tensions, including between the U.S. and China, also make it difficult to assess and predict the impact to the economy, supply disruption and increased prices of materials, and cyber-security threats.
The conflicts in the Middle East, and other geopolitical tensions, including between the U.S. and China, also make it difficult to assess and predict the impact to the economy, supply and trade disruption and increased prices of materials, and cyber-security threats.
Certain of the changes which have been proposed in recent years to amend or replace the General Mining Law, could also have an impact on the rights we currently have in our patented and unpatented mining and millsite claims.
Certain of the changes which have been proposed in recent years to amend or replace the General Mining Law, could have an impact on the rights we currently have in our patented and unpatented mining and millsite claims.
Our proprietary data, technology and intellectual property may be compromised or lost, which could result in decreased competitive advantage and/or loss to the value of such assets.
Our proprietary data, technology and intellectual property may be compromised or lost, which could result in a decreased competitive advantage and/or loss to the value of such assets.
Various regulatory actions related to the protection of the greater sage grouse, for example, are ongoing. Recurring consideration of additional EPA rulemakings, CERCLA revisions and other changes and further restrictions, including within the regulations promulgated pursuant to the General Mining Law, could have significant impact on our projects.
Various regulatory actions related to the protection of the greater sage grouse, for example, are ongoing. Recurring consideration of additional EPA rulemakings, CERCLA revisions and other changes and further restrictions, including within the regulations promulgated pursuant to the General Mining Law, could have significant impact on our operations and other mineral projects.
Any compromise of our confidential data or that of our customers, suppliers, employees or others with whom we do business, whether in our possession or that of our service providers, could substantially disrupt our operations, harm our customers, suppliers, employees and others with whom we do business, damage our reputation, violate applicable law, subject us to potentially significant cost and liabilities which could be material.
Any compromise of our confidential data or that of our customers, suppliers, employees or others with whom we do business, whether in our possession or that of our service providers, could substantially disrupt our operations, harm our customers, suppliers, employees and others with whom we do business, damage our reputation, violate applicable law, subject us to potentially significant costs and liabilities which could be material.
There can be no guarantee that we will be able to obtain all necessary licenses and permits that may be required to maintain our exploration and mining activities (or amendments to expand or alter existing operations), including constructing mines, milling or processing facilities and commencing or continuing exploration or mining activities or operations at any of our properties.
There can be no guarantee that we will be able to timely obtain all necessary licenses and permits that may be required to maintain our exploration and mining activities (or amendments to extend, expand or alter existing operations), including constructing mines, milling or processing facilities and commencing or continuing exploration or mining activities or operations at any of our properties.
With the ever-increasing reliance on technology throughout our operations, including developments of proprietary technology and intellectual property by the Company and/or it consultants, risks of theft, appropriation or other loss of such technology and assets and/or our proprietary data pose a risk to our competitive advantage and business and financial results.
With the ever-increasing reliance on technology throughout our operations, including developments of proprietary technology and intellectual property by the Company and/or its consultants, risks of theft, appropriation or other loss of such technology and assets and/or our proprietary data pose a risk to our competitive advantage and business and financial results.
Investors in our common shares that are U.S. taxpayers (referred to as a U.S. shareholder) should be aware that we may be a “passive foreign investment company” (a “PFIC”) for the period ended December 31, 2023, and may be a PFIC in subsequent years.
Investors in our common shares that are U.S. taxpayers (referred to as a U.S. shareholder) should be aware that we may be a “passive foreign investment company” (a “PFIC”) for the period ended December 31, 2024, and may be a PFIC in subsequent years.
We have not established proven or probable reserves, as defined under S-K 1300 or NI 43-101, through the completion of a feasibility study, for any of our uranium projects, including the operating Lost Creek Property.
We have not established proven or probable reserves, as defined under S-K 1300 or NI 43-101, through the completion of a feasibility study for any of our uranium projects, including the operating Lost Creek Project.
Failure to meet the listing maintenance criteria of the NYSE American may result in the delisting of our common shares, which could result in lower trading volumes and liquidity, lower prices of our common shares and make it more difficult for us to raise capital.
Failure to meet the listing maintenance criteria of the NYSE American or the TSX may result in the delisting of our common shares, which could result in lower trading volumes and liquidity, lower prices of our common shares and make it more difficult for us to raise capital.
Additionally, these operations are subject to perceived risks, and the hazards and risks normally encountered in the production of uranium by in situ methods of recovery, such as water management and treatment, including wastewater disposal capacity (deep wells, Class V wells, ponds or other methods; each of which requires regulatory authorizations and varying levels of expense to install and operate), unusual and unexpected geological formations, unanticipated metallurgical difficulties, equipment malfunctions and availability of materials and parts for operations and construction, interruptions of electrical power and communications, other conditions involved in the drilling and removal of material through pressurized injection and production wells, radiation safety, transportation and industrial accidents, and natural disaster ( e.g., fire, tornado), any of which could result in damage to, or destruction of, production facilities, damage to life or property, environmental damage and possible legal liability.
Additionally, these operations are subject to perceived risks, and the hazards and risks normally encountered in the production of uranium by in situ methods of recovery, such as water management and treatment, including wastewater disposal capacity (deep wells, Class V wells, ponds or other methods; each of which requires regulatory authorizations and varying levels of expense to install and operate), unusual and unexpected geological formations, unanticipated metallurgical difficulties, equipment malfunctions and availability of materials and parts for operations and construction, interruptions of electrical power and communications, other conditions involved in the drilling and removal of material through pressurized injection and production wells, radiation safety, transportation and industrial accidents, and natural disasters ( e.g., fire, tornado), any of which could result in damage to, or destruction of, production facilities, or other property, personal injury or death, environmental damage and possible legal liability.
Our Code of Conduct provides guidance on conflicts of interest and our directors are required to act in good faith, to make certain disclosures and to abstain from voting on decisions in which they may have a conflict of interest.
Our Code of Business Conduct and Ethics provides guidance on conflicts of interest and our directors are required to act in good faith, to make certain disclosures and to abstain from voting on decisions in which they may have a conflict of interest.
Any acquisition would be accompanied by risks, including a significant change in commodity prices after we commit to complete a transaction and establish the purchase price or share exchange ratio; a material mineral deposit may prove to be below expectations; difficulty integrating and assimilating the operations and personnel of an acquired company, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt our ongoing business and relationships with employees, customers, suppliers and contractors; and the acquired business or assets may have unknown liabilities which may be significant.
Any acquisition would be accompanied by risks, including (i) a significant change in commodity prices after we commit to complete a transaction and establish the purchase price or share exchange ratio; (ii) a material mineral deposit may prove to be below expectations; (iii) difficulty integrating and assimilating the operations and personnel of an acquired company, 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 relationships with employees, customers, suppliers and contractors; and (v) the acquired business or assets may have unknown liabilities which may be significant.
Should any impacts of climate change be material in nature or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected. 40 Table of Contents As an ISR uranium producer, we maintain a comparatively light environmental footprint. Nonetheless, certain environmental impacts are inevitable from all mineral exploration and development.
Should any impacts of climate change be material in nature or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected. As an ISR uranium producer, we maintain a comparatively light environmental footprint. Nonetheless, certain environmental impacts are inevitable from all mineral exploration and development.
The delisting of our common shares from the NYSE American may materially impair our shareholders’ ability to buy and sell our common shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares.
The delisting of our common shares from the NYSE American or the TSX may materially impair our shareholders’ ability to buy and sell our common shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares.
The ability to timely obtain all required authorizations may become more of an issue with regulatory agencies facing staffing challenges similar to those our industry is encountering, as experienced staff retire or leave government, including those with highly specialized knowledge specific to uranium recovery and radiation safety.
The ability to timely obtain all required authorizations may become more of an issue with regulatory agencies facing staffing challenges similar to those our 35 Table of Contents industry is encountering, as experienced staff retire or leave government, including those with highly specialized knowledge specific to uranium recovery and radiation safety.
Item 1A. RISK FACTOR S An investment in our securities involves a high degree of risk. You should consider the following discussion of risks in addition to the other information in this annual report before purchasing any of our securities. In addition to historical information, the information in this annual report contains “forward-looking” statements about our future business and performance.
Item 1A. RISK FACTORS An investment in our securities involves a high degree of risk. You should consider the following discussion of risks in addition to the other information in this annual report before purchasing any of our securities. In addition to historical information, the information in this annual report contains “forward-looking” statements about our future business and performance.
We estimate life of mine when we prepare our mineral resource estimates, but such estimates may not be correct. 37 Table of Contents Our property title and rights may be uncertain and could be challenged.
We estimate life of mine when we prepare our mineral resource estimates, but such estimates may not be correct. 34 Table of Contents Our property title and rights may be uncertain and could be challenged.
Even with return to higher levels of production operations, we will be dependent on the continued service of a relatively small number of key persons, including key contractors, the loss of any one or several of whom could have an adverse effect on our business and operations.
Even with the return to higher levels of production operations, we will be dependent on the continued service of a relatively small number of key persons, including management, senior professionals and key contractors, the loss of any one or several of whom could have an adverse effect on our business and operations.
We remain at risk that the mining claims may be forfeited either to the U.S. or to rival private claimants due to failure to comply with statutory requirements.
We remain at risk that the mining claims may be forfeited either to the U.S. or to rival private claimants due to failure to comply with statutory and regulatory requirements.
Potential sources of future funds available to us, in addition to the proceeds from sales of inventory and future production, include the sale of additional equity capital, proceeds from the exercise of outstanding convertible equity instruments, borrowing of funds or other debt structure, project financing, or the sale of our interests in assets.
Potential sources of future funds available to us, in addition to the proceeds from sales of existing inventory and future production, include the sale of additional equity capital, proceeds from the exercise of outstanding convertible equity instruments, borrowing of funds or other debt structures, project financing, or the sale of our interests in assets.
Certain of our directors are also directors of other companies that are engaged in similar mining or natural resources businesses, namely the acquisition, exploration, and development of mineral properties. Such other associations may give rise to conflicts of interest from time to time.
Certain of our directors are also directors of other companies that are engaged in similar mining or natural resources businesses, namely the acquisition, exploration, and development of mineral properties. Such other associations may give rise to conflicts of interest from 40 Table of Contents time to time.
To the extent that such invasion, cyber-attack or similar security breach results in disruption to our operations, loss or disclosure of, or damage to, our data and particularly our confidential or proprietary information, our reputation, business, results of operations and financial condition could be materially adversely affected.
To the extent that any cyber-attack or similar security breach results in disruption to our operations, loss or disclosure of, or damage to, our data and particularly our confidential or proprietary information, our reputation, business, results of operations and financial condition could be materially adversely affected.
Lost Creek and our other projects as they continue in development, will be subject to all the hazards and risks normally encountered at remote sites in Wyoming, including safety in commuting and severe weather which can affect such commutes and may slow operations, particularly during adverse winter weather and road conditions.
Lost Creek, Shirley Basin, and our other projects as they continue in development, will be subject to all the hazards and risks normally encountered at remote mining and work sites in Wyoming, including safety in commuting and severe weather which can affect such commutes and may slow operations, particularly during adverse winter weather and road conditions.
The effect of these and other factors on the market price of the common shares is expected to make the price of the common shares volatile in the future, which may result in losses to investors. 42 Table of Contents Investors may experience future dilution as a result of additional equity offerings.
The effect of these and other factors on the market price of the common shares is expected to make the price of the common shares volatile in the future, which may result in losses to investors. Investors may experience future dilution as a result of additional equity offerings.
Our common shares are listed on the NYSE American and we are subject to its continued listing requirements, including maintaining certain share prices and a minimum level of shareholder equity. The market price of our common shares has been and may continue to be subject to significant fluctuation.
Our common shares are listed on the NYSE American and the TSX, and we are subject to the continued listing requirements of each exchange, including maintaining certain share prices and a minimum level of shareholder equity. The market price of our common shares has been and may continue to be subject to significant fluctuation.
If we are unable to comply with the NYSE American continued listing requirements, including its trading price requirements, our common shares may be suspended from trading on and/or delisted from the NYSE American.
If we are unable to comply with the NYSE American or the TSX continued listing requirements, including the trading price requirements, our common shares may be suspended from trading on and/or delisted from the NYSE American or the TSX, respectively.
We have been in production operations for more than a decade and are depleting the estimated mineral resource at Lost Creek, which remains our only uranium recovery operation. As a result, we must be able to continue to conduct exploration and develop additional mineral resources.
We have been in production operations for more than a decade and are depleting the estimated mineral resource at Lost Creek, which remains our only uranium recovery operation until we bring Shirley Basin online. As a result, we must be able to continue to conduct exploration and develop additional mineral resources.
Although we have not been notified of any delisting proceedings, there is no assurance that we will not receive such notice in the future or that we will be able to then comply with NYSE American listing standards.
Although we have not been notified of any delisting proceedings, there is no assurance that we will not receive such notice in the future or that we will be able to then comply with NYSE American and TSX listing requirements.
While we continue to respond to requests for proposals from nuclear fuel purchasers, there is no certainty that we will be able enter additional term sales agreements at suitable pricing and other terms to support longer-term production at Lost Creek and/or the construction and operation of Shirley Basin.
While we continue to respond to requests for proposals from nuclear fuel purchasers, there is no certainty that we will be able enter additional term sales agreements at suitable pricing and other terms to support longer-term production at Lost Creek and Shirley Basin.
Furthermore, we currently have no plans to establish proven or probable reserves for any of our uranium projects for which we plan to utilize ISR methods, such as the Lost Creek Property or the Shirley Basin Project.
Furthermore, we currently have no plans to establish proven or probable reserves for any of our uranium projects for which we plan to utilize ISR methods, such as Lost Creek and Shirley Basin.
Adverse weather may result in physical damage to our operations, instability of our infrastructure and equipment, or alter the supply of electricity to our Lost Creek Property or Shirley Basin when it is constructed. Impacts of such events may affect worker productivity at our projects.
Adverse weather may result in physical damage to our operations, instability of our infrastructure and equipment, or alter the supply of electricity to Lost Creek or Shirley Basin. Impacts of such events may affect worker productivity at our projects.
A U.S. shareholder may make a timely "qualified electing fund" election (“QEF election”) or a "mark-to-market" election with respect to our common shares to mitigate the adverse tax rules that apply to PFICs, but these elections may accelerate the recognition of taxable income and may result in the recognition of ordinary income.
A U.S. shareholder may make a timely “qualified electing fund” election (“QEF election”) or a “mark-to-market” election with respect to our common shares to mitigate the adverse tax rules that apply to PFICs, but these elections may accelerate the recognition of taxable income and may result in the recognition of ordinary income.
Risks Factors Related to our Financial Circumstances The uranium mining industry is capital intensive, and we may be unable to raise necessary funding. Additional funds will be required for working capital and exploration and development activities at our properties including Lost Creek Property and for the construction and development of our Shirley Basin Project.
Risks Factors Related to our Financial Circumstances The uranium mining industry is capital intensive, and we may be unable to raise necessary funding. Although we currently have substantial funds on hand, additional funds may be required for working capital and exploration and development activities at our properties including Lost Creek and for the construction and development of Shirley Basin.
The global implications of the war in Ukraine remain difficult to predict. The war has resulted in impacts to the nuclear fuel industries and uranium producers, through the imposition of sanctions and counter sanctions, and more may follow.
The war has resulted in impacts to the nuclear fuel industries and uranium producers through the imposition of sanctions and counter sanctions, and more may follow.
Availability and consistent pricing of materials necessary in the installation of wells, surface production equipment, associated infrastructure, chemicals for processing and, expendable materials related to operations, can be variable depending on economic conditions locally and worldwide and may force changes in operations and timing of resource production. Under current supply chain circumstances, this is particularly true.
Availability and consistent pricing of materials 37 Table of Contents necessary in the installation of wells, surface production equipment, associated infrastructure, chemicals for processing and, expendable materials related to operations can be variable depending on economic conditions locally and worldwide and may force changes in operations and timing of resource production.
Although current spot pricing is vastly improved from those recent lows, pricing continues to demonstrate volatility: at December 31, 2022, the price of U 3 O 8 was $47.68 per pound and at December 31, 2023, the price was $91.00 per pound U 3 O 8 .
Although current spot pricing remains significantly improved from those recent lows, pricing continues to demonstrate volatility: at December 31, 2023, the price of U 3 O 8 was $91.00 per pound and at December 31, 2024, the price was $72.63 per pound U 3 O 8 .
We have entered into term sales contracts for a portion of our Lost Creek production, however, we may be unable to enter into additional term sales contracts in the future on suitable terms and conditions.
Risk Factors Related to the Uranium Markets and Nuclear Fuel Cycle Industries We have entered into term sales contracts for a portion of our Lost Creek and Shirley Basin production; however, we may be unable to enter into additional term sales contracts in the future on suitable terms and conditions.
While many of the direct impacts to our business arising during the pandemic have decreased substantially, direct and indirect effects continue to be experienced particularly in supply chain and available labor and contractors.
General Risk Factors Inflation and supply chain challenges are likely to continue for the foreseeable future. While many of the direct impacts to our business arising during the COVID pandemic have decreased substantially, direct and indirect effects continue to be experienced, particularly in supply chain and available labor and contractors.
Availability of and terms for such surety arrangements may change in the future, resulting in adverse effects to our financial condition. Also, we have contractual arrangements with the licensed uranium conversion facility for weighing and storage of our product inventory. Possible loss of or damage to our inventory may not be fully covered by our agreements, indemnification obligations or insurance.
Availability of and terms for such surety arrangements may change in the future, resulting in adverse effects to our financial condition. Also, we have contractual arrangements with the licensed uranium conversion facility for weighing and storage of our product inventory.
And, with relation to the conversion facility, the storage arrangements may not be extended indefinitely, creating greater costs or other impact to our product inventory. Any loss or damage of the uranium may not be fully covered or absolved by contractual arrangements with the conversion facility.
Possible loss of or damage to our inventory may not be fully covered by our agreements, indemnification obligations or 39 Table of Contents insurance. And, with relation to the conversion facility, the storage arrangements may not be extended indefinitely, creating greater costs or other impact to our product inventory.
Further, there is no assurance that we will not face new challenges by third parties to regulatory decisions when made, which may cause additional delay and substantial expense, or may cause a project to be permanently halted. 38 Table of Contents Our operations require licenses and permits from various governmental authorities.
There is no assurance that we will not face new challenges by third parties to regulatory decisions when made, which may cause additional delay and substantial expense, or may cause a project to be permanently halted.
To raise additional capital, we may in the future offer additional common shares or other securities convertible into or exchangeable for our common shares at prices that may not be the same as the price per share as the shares an investor has previously purchased, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders.
To raise additional capital, we may in the future offer additional common shares or other securities convertible into or exchangeable for our common shares at prices that may not be the same as the price per share as the shares an investor has previously purchased, and investors purchasing shares or other securities in the future could have rights superior to those of existing shareholders. 38 Table of Contents We may be a passive foreign investment company and there may be adverse U.S. federal income tax consequences to U.S. shareholders under the passive foreign investment company rules.
Because of unique political, geopolitical, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power, whether through increased regulation or otherwise.
Because of unique political, geopolitical, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power, whether through increased regulation or otherwise. 32 Table of Contents Requirements for our products and services may be affected by technological changes in nuclear reactors, enrichment, and used uranium fuel reprocessing.
Therefore, if our share price does not appreciate, our investors may not gain and could potentially lose on their investment in our shares. We have not paid dividends on our common shares since incorporation and do not anticipate doing so in the foreseeable future.
Risks Related to our Common Shares We have never paid dividends and do not currently expect to do so in the near future. Therefore, if our share price does not appreciate, our investors may not realize gains and could potentially lose on their investment in our shares.
Further, even if such financing is successfully completed, there can be no assurance that it will be obtained on terms favorable to us or will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position. If we are unable to service our debt, we could lose the assets securing our indebtedness.
Further, even if such financing is secured, there can be no assurance that it will be obtained on terms favorable to us or will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position. ​ Production, operating and capital cost estimates may be inaccurate.
Whether a mineral deposit will be commercially viable depends on many factors, including the attributes of the deposit, such as size, grade and proximity to infrastructure, as well as uranium and gold prices, which are highly cyclical.
It is impossible to ensure that our current exploration and development programs will result in profitable commercial operations. 36 Table of Contents Whether a mineral deposit will be commercially viable depends on many factors, including the attributes of the deposit, such as size, grade and proximity to infrastructure, as well as uranium and gold prices, which are highly cyclical.
We currently carry insurance coverage for general liability, property and casualty, directors’ and officers’ liability and other matters. We intend to carry insurance to protect against certain risks in amounts we consider adequate.
Our insurance coverage, bonding surety arrangements and indemnifications for our inventory could be insufficient or change in adverse ways in the future. We currently carry insurance coverage for general liability, property and casualty, directors’ and officers’ liability and other matters. We intend to carry insurance to protect against certain risks in amounts we consider adequate.
Our mineral resource estimates may not be reliable and are inherently more uncertain than estimates of proven and probable reserves; there is risk and increased uncertainty to commencing and conducting production without established mineral reserves .
Adverse effects on operations and/or further development of our projects could also adversely affect our business, financial condition, results of operations and cash flow. ​ Our mineral resource estimates may not be reliable and are inherently more uncertain than estimates of proven and probable reserves. There is risk and increased uncertainty to commencing and conducting production without established mineral reserves.
These threats are increasing in number and severity and broadening in type of risk, including most recently with the Russian declaration of war against the Ukraine and cyber attacks ongoing in that context, which may broaden.
These threats are increasing in number and severity and broadening in type of risk, including recently with the war in Ukraine, the war in the Middle East and other geopolitical tensions and the cyber attacks ongoing in those contexts, which may continue to broaden.
Although certain of the proposed amendments have included provisions to ‘grandfather’ permitted projects, there is no assurance that any new legislation will necessarily contain such provisions or that such legislation will not otherwise have a significant financial impact on our operations and business. 39 Table of Contents We depend on services of our management, and key personnel, contractors and service providers, and the timely availability of such individuals and providers cannot be assured during ramp-up or into the future.
Although certain of the proposed amendments have included provisions to ‘grandfather’ permitted projects, there is no assurance that any new legislation will contain such provisions or that such legislation will not otherwise have a significant financial impact on our operations and business.
We have secured term sales contracts for the sale of 570,000 pounds U 3 O 8 in 2024 and annual base commitments between 550,000 and 1,100,000 pounds U 3 O 8 annually beginning in 2025 and continuing through 2030. We are advancing negotiations of additional contracts for sales through at least 2030.
We have secured term sales contracts for annual base commitments between 440,000 and 1,300,000 pounds U 3 O 8 annually between 2025 and 2030, with at least 100,000 pounds U 3 O 8 committed in each of 2032 and 2033.
As a result, our competitors may adopt technological advancements that provide them an advantage over our operational and production costs. 35 Table of Contents Lack of acceptance of or outright opposition to nuclear energy could impede our business. Our future business prospects are tied to the electrical utility industry in the U.S. and worldwide.
Lack of acceptance of, or outright opposition to, nuclear energy could impede our business. Our future business prospects are tied to the electrical utility industry in the U.S. and worldwide.
As a result, capital appreciation, if any, of our shares will be an investor’s sole source of gain for the foreseeable future.
Payments of any dividends will be at the discretion of our Board after considering many factors, including our financial condition and current and anticipated cash needs. As a result, capital appreciation, if any, of our shares will be an investor’s sole source of gain for the foreseeable future.
The failure to complete additional term sales contracts on suitable terms may further delay decisions to maximize production at Lost Creek and to construct and begin operations at our Shirley Basin Project and could otherwise adversely impact our operations and resulting cash flows and income. 34 Table of Contents The uranium market is volatile and has limited customers.
The failure to complete additional term sales contracts on suitable terms could adversely impact our operations and resulting cash flows and income. The uranium market, including the price of U 3 O 8 , is volatile and has limited customers.
Successful implementation of our business plan and operations is dependent upon our management team and experienced staff, some of whom are approaching retirement age. From time to time, we may need to recruit additional qualified employees, contractors and service providers to supplement existing management and personnel.
We depend on services of our management and key personnel, contractors and service providers, and the timely availability of such individuals and providers cannot be assured. Successful implementation of our business plan and operations is dependent upon our management team and experienced staff, some of whom are approaching retirement age.
Because of the highly uncertain and dynamic nature of the war, global conflicts and related geopolitics, it remains difficult to estimate the impact on our business. Item 1B. UNRESOLVED STAFF COMMENTS None.
Because of the highly uncertain and dynamic nature of the wars in Ukraine and the Middle East, global conflicts and related geopolitics, it remains difficult to estimate the impact on our business. ​ Changing global and regional political and economic conditions could adversely impact our business.
We believe we hold all necessary licenses and permits to carry on the activities which we are currently conducting or currently propose to conduct under applicable laws and regulations. Such licenses and permits are subject to changes in regulations and changes in various operating circumstances.
Our operations require licenses and permits from various governmental authorities. We believe we hold all necessary licenses and permits under applicable laws and regulations to carry on the activities which we are currently conducting and hold or are pursuing such licenses and permits for activities which are currently proposed, with reasonable expectations of timely receipt.
We continue operations at our first and, currently, only, uranium in situ recovery facility at Lost Creek, where production activities commenced in 2013, though we reduced production significantly for several years before returning to commercial operations in 2023. Lost Creek is a remote site in south-central Wyoming.
Mining operations generally involve a high degree of risk. We continue operations at our first and, currently, only, uranium in situ recovery facility at Lost Creek, where we began ramp-up to renewed commercial operations in 2023. Lost Creek is a remote site in 33 Table of Contents south-central Wyoming.
There can be no assurance that we would be able to conclude any acquisition successfully, or that we would be successful in overcoming these risks or other problems encountered in connection with such an acquisition. 45 Table of Contents The war in Ukraine and other global conflicts and tensions continue to have implications to the global economy and energy supplies; as a result, the impact to the nuclear fuel market remains uncertain.
There can be no assurance that we would be able to conclude any acquisition successfully, or that we would be successful in overcoming these risks or other problems encountered in connection with such an acquisition.
We continue to hire and train employees for Lost Creek’s renewed operation and we will need to hire additional staff as we develop and construct the Shirley Basin Project. Timely availability and training, strong retention rates of staffing and timely retention of contractors cannot be assured in our industry, many aspects of which are highly specialized.
Timely availability and training, strong retention rates of staffing and timely retention of contractors cannot be assured in our industry, many aspects of which are highly specialized.
Requirements for our products and services may be affected by technological changes in nuclear reactors, enrichment, and used uranium fuel reprocessing. These technological changes could reduce, or increase, the demand for uranium. The cost competitiveness of our operations may be impacted through development of new uranium recovery and processing technologies.
These technological changes could reduce, or increase, the demand for uranium. The cost competitiveness of our operations may be impacted through development of new uranium recovery and processing technologies. As a result, our competitors may adopt technological advancements that provide them an advantage over our operational and production costs.
The exploration for, and development of, mineral deposits involve significant risks which a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines, and for those which are developed, there may be longer timelines, delays and greater than estimated costs to advance to production.
Few properties which are explored are ultimately developed into producing mines, and for those which are developed, there may be longer timelines, delays and greater than estimated costs to advance to production. Major expenses may be required to establish mineral resources or reserves, to develop metallurgical processes and to construct mining and processing facilities at a site.
If we are unable to resolve any such disputes favorably, it could have a material adverse effect on our financial position, results of operations or our property development. 44 Table of Contents We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risk associated with implementation and integration.
The results of litigation or any other proceedings cannot be predicted with certainty. If we are unable to resolve any such dispute favorably, it could have a material adverse effect on our financial position, results of operations or our property development.
These impacts are likely to continue to pose risk to our operations, particularly at our renewed production operations at Lost Creek and if/as we proceed to construct and operate Shirley Basin. 43 Table of Contents Our insurance coverage, bonding surety arrangements and indemnifications for our inventory could be insufficient or change in adverse ways in the future.
Following the pandemic, the inflationary impacts to the economy have been substantial. These impacts are likely to continue to pose risk to our operations, particularly at our renewed production operations at Lost Creek and as we proceed to construct and operate Shirley Basin.
If/as a decision is made to construct and develop Shirley Basin, the direct or indirect exposure to these market uncertainties may be greater or more direct.
As we continue with the construction and development of Shirley Basin, the direct or indirect exposure to these market uncertainties may be greater or more direct. Recent international trade issues, including tariffs and counter tariffs, if continued, may also have a negative impact on our operations, construction of Shirley Basin and on our business generally.
We currently intend to retain all available funds and any future earnings to fund the growth of our business. Payments of any dividends will be at the discretion of our Board after considering many factors, including our financial condition and current and anticipated cash needs.
We have not paid dividends on our common shares since incorporation and do not anticipate doing so in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the growth of our business.
Removed
Risk Factors Related to the Uranium Markets and Nuclear Fuel Cycle Industries Imports from state-owned enterprises may continue to challenge the U.S. uranium industry.
Added
Risk Factors Related to our Mining Operations Operational and related challenges may continue as we return to steady-state commercial operations at Lost Creek and build out Shirley Basin for production operations. Challenges have been encountered in our return to commercial production operations at Lost Creek.
Removed
Notwithstanding other recent favorable market events and pricing, the global uranium market continues to be characterized by production levels and sales priced in and for countries such as Russia, Kazakhstan and Uzbekistan which adversely affect the U.S. uranium production industry.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe reports address upgrades to hardware, software, and IT systems throughout the Company, and include the identification of IT and cybersecurity risks. Security scores, risk management, and mitigation measures are routinely presented. As discussed above, we maintain endpoint and other protection systems, and incident response processes, both internally and through third-party experts.
Biggest changeAs discussed above, we maintain endpoint and other protection systems, and incident response processes, both internally and through third-party experts. As these systems, processes, training, and upgrades are implemented, updates are provided to the Board.
These established processes assist us to continuously assess and identify threats to our systems and minimize impact to our business in the event of a breach or other security incident. With our third-party consultants, the processes protect our information systems and allow us to resolve any issue which may arise in the most timely and aggressive fashion.
These established processes assist us to continuously assess and identify threats to our systems and minimize impact to our business in the event of a breach or other security incident. With our third-party consultants, the processes protect our information systems and allow us to resolve issues which may arise in the most timely and aggressive fashion.
As any new threat to security may be identified, our personnel are notified, with instruction to increase awareness of the threat and how to react if such a threat or actual breach appears to be encountered. Periodic educational notices are also disseminated to all personnel.
As potential new threats to security are identified, our personnel are notified, with instruction to increase awareness of the threat and how to react if such a threat or actual breach appears to be encountered. Periodic educational notices are also disseminated to all personnel. Additionally, as our systems are modified and upgraded, all personnel are notified, with instruction as appropriate.
In addition to its other responsibilities, the HSE & Technical Committee oversees operational information technology risks, including cybersecurity, as they relate to the technical aspects of the Company’s operations. The HSE & Technical Committee and/or the full Board receive at least quarterly reports from management on information technology matters, including cybersecurity.
In addition to its other responsibilities, the HSE & Technical Committee oversees operational information technology risks, including cybersecurity, as they relate to the technical aspects of the Company’s operations.
With respect to cybersecurity, the Board has the ultimate oversight responsibility, with the Audit Committee and HSE & Technical Committee of the Board each having certain responsibilities relating to risk management of cybersecurity. 46 Table of Contents Among other things, the Audit Committee discusses with management the Company’s major policies with respect to risk assessment and risk management, including cyber-security, as they relate to the integrity of the Company’s accounting and financial reporting processes and the Company’s compliance with legal and regulatory requirement.
Among other things, the Audit Committee discusses with management the Company’s major policies with respect to risk assessment and risk management, including cyber-security, as they relate to the integrity of the Company’s accounting and financial reporting processes and the Company’s compliance with legal and regulatory requirements.
Governance Our Board oversees the risks involved in our operations as part of its general oversight function, integrating risk management into the Company’s compliance policies and procedures.
Governance Our Board oversees the risks involved in our operations as part of its general oversight function, integrating risk management into the Company’s compliance policies and procedures. With respect to cybersecurity, the Board has the ultimate oversight responsibility, with the Audit Committee and HSE & Technical Committee of the Board each having certain responsibilities relating to risk management of cybersecurity.
As these systems, processes, training, and upgrades are implemented, updates are provided to the Board. We have not identified an indication of a substantive cyber security incident that would have a material impact on our business, results of operations or financial statements. For additional information regarding risks from cybersecurity threats, please refer to Item 1A, “Risk Factors,” above. Item 3.
We have not identified an indication of a substantive cyber security incident that would have a material impact on our business, results of operations or financial statements. Management and our Board recognize that this is an evolving environment and therefore our analyses of the risks and risk management are also evolving.
Additionally, as our systems are modified and upgraded, all personnel are notified, with instruction as appropriate. Responsibility for the identification and assessment of risks and the recommendation of upgrades to our systems resides with our expert consultants who report to our Chief Financial Officer.
Responsibility for the identification and assessment of risks and the recommendation of upgrades to our systems resides with our IT Manager and expert consultants who report to our Chief Financial Officer. Our Chief Financial Officer has relevant expertise gained from nearly 20 years’ experience overseeing our information technology matters, including cybersecurity concerns.
Added
With respect to cybersecurity, our consultants support our risk assessment and scoring, securing devices and networks, vulnerability management, proactive monitoring, responding to cyber threats and more. They act as our security operations center, as well as a seamless extension of our IT department.
Added
Members of our Board each have a practical understanding of information systems, and the technology used in our business operations, as well as a recognition of the risk management aspect of cyber risks and cybersecurity; members of the Board are encouraged to review materials on these issues or attend informational sessions.
Added
The HSE & Technical Committee and/or the full Board receive at least quarterly reports from management on information technology matters, including cybersecurity. The reports address upgrades to hardware, software, and IT systems throughout the Company, and include the identification of IT and cybersecurity risks. Security scores, risk management, and mitigation measures are routinely presented.
Added
For additional information regarding risks from cybersecurity threats, please refer to Item 1A, “Risk Factors,” above. ​ 42 Table of Contents Item 3. LEGAL PROCEEDINGS None. ​ Item 4.
Added
MINE SAFETY DISCLOSURE Our operations and other activities at Lost Creek are not subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). ​ 43 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Item 4. MINE SAFETY DISCLOSURE Our operations and other activities at Lost Creek are not subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). 47 Table of Contents PART II
Added
Item 4. ​ Mine Safety Disclosure ​ 43 ​ ​ ​ ​ ​ ​ ​ PART II ​ ​ ​ ​ ​ ​ ​ Item 5. ​ Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ 44

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Securities During the fiscal years ended December 31, 2023 and 2022, we did not have any sales of securities in transactions that were not registered under the Securities Act. Issuer Purchases of Equity Securities The Company did not purchase its own equity securities during the fiscal year ended December 31, 2023.
Biggest changeRecent Sales of Unregistered Securities During the fiscal years ended December 31, 2024 and 2023 we did not have any sales of securities in transactions that were not registered under the Securities Act. Issuer Purchases of Equity Securities The Company did not purchase its own equity securities during the fiscal year ended December 31, 2024. ​ Item 6.
As of February 29, 2024, we had 281,626,324 Common Shares issued and outstanding; no preferred shares are issued and outstanding. We estimate that we have approximately 30,000 beneficial holders of our Common Shares. The holders of the Common Shares are entitled to one vote per share at all meetings of our shareholders.
As of April 9, 2025, we had 364,819,260 Common Shares issued and outstanding; no preferred shares are issued and outstanding. We estimate that we have approximately 6,700 beneficial holders of our Common Shares. The holders of the Common Shares are entitled to one vote per share at all meetings of our shareholders.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeUnit 2023 Q1 2023 Q2 2023 Q3 2023 Q4 2023 U 3 O 8 Gross Profit by Product U 3 O 8 Sales Produced $ 000 2,789 - 5,440 5,441 13,670 Purchased $ 000 3,658 - - - 3,658 $ 000 6,447 - 5,440 5,441 17,328 U 3 O 8 Cost of Sales Produced $ 000 1,214 - 2,523 2,524 6,261 Purchased $ 000 2,415 - - - 2,415 $ 000 3,629 - 2,523 2,524 8,676 U 3 O 8 Gross Profit Produced $ 000 1,575 - 2,917 2,917 7,409 Purchased $ 000 1,243 - - - 1,243 $ 000 2,818 - 2,917 2,917 8,652 U 3 O 8 Pounds Sold Produced lb 43,259 - 90,000 90,000 223,259 Purchased lb 56,741 - - - 56,741 lb 100,000 - 90,000 90,000 280,000 U 3 O 8 Gross Profit per Pound Sold Produced $/lb 36.41 - 32.41 32.42 33.19 Purchased $/lb 21.91 - - - 21.91 $/lb 28.18 - 32.41 32.42 30.90 U 3 O 8 Gross Profit Margin Produced % 56.5 % 0.0 % 53.6 % 53.6 % 54.2 % Purchased % 34.0 % 0.0 % 0.0 % 0.0 % 34.0 % % 43.7 % 0.0 % 53.6 % 53.6 % 49.9 % In 2023 Q1, the average price per pound sold to the DOE was $64.47 and the average cost per pound sold was $36.29, which resulted in an average gross profit per pound sold of $28.18 with an average gross profit margin of nearly 44%.
Biggest changeWe delivered 300,000 of the 550,000 non-produced pounds into a term contract in 2024, leaving 250,000 non-produced pounds in ending inventory available for 2025 delivery requirements, if needed, or to be sold into the spot market if it is advantageous to do so. 53 Table of Contents U 3 O 8 Product Profit and Loss The following table provides information on our U 3 O 8 product profit and loss. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unit 2023 2024 ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Product Profit (Loss) by Product Type ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Product Sales ​ ​ Produced ​ $000 13,670 16,646 ​ Non-produced ​ $000 3,658 16,500 ​ ​ ​ $000 17,328 33,146 ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Product Cost ​ ​ Produced ​ $000 6,261 13,914 ​ Non-produced ​ $000 2,415 22,760 ​ ​ ​ $000 8,676 36,674 ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Product Profit (Loss) ​ ​ Produced ​ $000 7,409 2,732 ​ Non-produced ​ $000 1,243 (6,260) ​ ​ ​ $000 8,652 (3,528) ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Pounds Sold ​ ​ Produced ​ lb 223,259 270,000 ​ Non-produced ​ lb 56,741 300,000 ​ ​ ​ lb 280,000 570,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Price per Pound Sold ​ ​ Produced ​ $/lb 61.23 61.65 ​ Non-produced ​ $/lb 64.47 55.00 ​ ​ ​ $/lb 61.89 58.15 ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Cost per Pound Sold ​ ​ Produced ​ $/lb 28.04 51.53 ​ Non-produced ​ $/lb 42.56 75.87 ​ ​ ​ $/lb 30.99 64.34 ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Profit (Loss) per Pound Sold ​ ​ Produced ​ $/lb 33.19 10.12 ​ Non-produced ​ $/lb 21.91 (20.87) ​ ​ ​ $/lb 30.90 (6.19) ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Profit (Loss) Margin per Pound Sold ​ ​ Produced ​ ​ ​ 54.2% ​ 16.4% ​ Non-produced ​ ​ ​ 34.0% ​ (37.9)% ​ ​ ​ ​ ​ 49.9% ​ (10.6)% ​ ​ In 2023, the average price per pound sold was $61.89 and the average cost per pound sold was $30.99, which resulted in an average profit per pound sold of $30.90 and an average profit margin of nearly 50%.
All sales in 2023 were from existing conversion facility inventories that the Company had in place at the end of 2022.
All sales in 2023 were from pre-existing conversion facility inventories that the Company had in place at the end of 2022.
The State Bond Loan calls for payments of interest at a fixed rate of 5.75% per annum on a quarterly basis, which commenced January 1, 2014. The principal was to be payable in 28 quarterly installments, which commenced January 1, 2015. The State Bond Loan is secured by all the assets of the Lost Creek Project.
The State Bond Loan called for payments of interest at a fixed rate of 5.75% per annum on a quarterly basis, which commenced January 1, 2014. The principal was to be payable in 28 quarterly installments, which commenced January 1, 2015. The State Bond Loan was secured by all the assets of the Lost Creek Project.
Recognition of the critical role nuclear energy plays in providing baseload power for decarbonization has been complemented more recently as energy security has become a universal priority. Energy security includes not only the heightened concern over Russian supply, but other areas of geopolitical unrest.
Industry and Market Update Recognition of the critical role nuclear energy plays in providing baseload power for decarbonization has been complemented more recently as energy security has become a universal priority. Energy security includes not only the heightened concern over Russian supply, but other areas of geopolitical unrest.
Disposal fees received at Pathfinder’s Shirley Basin property do not relate to the sale of U 3 O 8 and are excluded from the U 3 O 8 sales and U 3 O 8 price per pound measures.
Disposal fees received at Pathfinder’s Shirley Basin facility do not relate to the sale of U 3 O 8 and are excluded from the U 3 O 8 sales and U 3 O 8 price per pound sold measures.
Federal Deposit Insurance Corporation, leaving approximately $68.0 million at risk on December 31, 2023, 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 December 31, 2023.
Federal Deposit Insurance Corporation, leaving approximately $86.4 million at risk on December 31, 2024, 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 December 31, 2024.
On July 19, 2023, we entered into a further amendment to the Amended Sales Agreement (“Amendment No. 2” and hereafter the “Amended Sales Agreement”) with the Agents to, among other things, reflect the new registration statement under which we may sell up to $50 million from time to time through or to the Agents under the Amended Sales Agreement, in addition to amounts previously sold under the Sales Agreement.
The registration statement became effective July 19, 2023, for a three-year period. 62 Table of Contents On July 19, 2023, we entered into a further amendment to the Amended Sales Agreement (“Amendment No. 2” and hereafter the “Amended Sales Agreement”) with the Agents to, among other things, reflect the new registration statement under which we may sell up to $50 million from time to time through or to the Agents under the Amended Sales Agreement, in addition to amounts previously sold under the Sales Agreement.
As of December 31, 2023, the balance of the State Bond Loan was $5.7 million. On October 1, 2019, the Sweetwater County Commissioners and the State of Wyoming approved an eighteen-month deferral of principal payments beginning October 1, 2019. On October 6, 2020, the State Bond Loan was again modified to defer principal payments for an additional eighteen months.
On October 1, 2019, the Sweetwater County Commissioners and the State of Wyoming approved an eighteen-month deferral of principal payments beginning October 1, 2019. On October 6, 2020, the State Bond Loan was again modified to defer principal payments for an additional eighteen months.
The increase was primarily due to development costs, which increased $15.7 million due to ramp up activities at Lost Creek. Exploration and evaluation expense consists of labor and the associated costs of the exploration, evaluation, and regulatory departments, as well as land holding and exploration costs on properties that have not reached the development or operations stage.
The increase was primarily due to development costs, which increased $21.1 million due to ramp up activities at Lost Creek and initial pre-mining development activity at Shirley Basin. 60 Table of Contents Exploration and evaluation expense consists of labor and the associated costs of the exploration, evaluation, and regulatory departments, as well as land holding and exploration costs on properties that have not reached the development or operations stage.
The gross proceeds to Ur‑Energy from this offering were approximately $15.2 million. After fees and expenses of $1.3 million, net proceeds to the Company were approximately $13.9 million.
The gross proceeds to Ur-Energy from this offering were approximately $46.1 million. After fees and expenses of $3.0 million, net proceeds to the Company were approximately $43.1 million.
It has been reported that, throughout 2023, both U.S. and non-U.S. utilities increasingly sought non-Russian supplies when negotiating uranium term sales agreements. This change of supply priority reflects the concern over current and possible future sanctions but also the prospect that Russia of its own volition will refuse to export committed nuclear fuels to the U.S.
Throughout 2024, both U.S. and non-U.S. utilities increasingly sought non-Russian supplies when negotiating uranium term sales agreements. This change of supply priority reflects the concern over existing and possible additional sanctions as well as the prospect that Russia of its own volition will refuse to export committed nuclear fuels to the U.S.
We sold 223,259 produced pounds U 3 O 8 with a cost per pound sold of $28.04 and 56,741 purchased pounds at a cost per pound sold of $42.56, which resulted in a total U 3 O 8 cost of sales of $8.7 million in 2023. 61 Table of Contents Cost of sales in 2023 included $10.7 million of NRV adjustments.
In 2023, we sold 223,259 produced pounds with a cost per pound sold of $28.04 and 56,741 non-produced pounds at a cost per pound sold of $42.56, which resulted in total U 3 O 8 product costs of $8.7 million or $30.99 per pound. ​ Cost of sales in 2024 and 2023 included $6.0 million and $10.7 million of NRV adjustments, respectively.
The Company plans three relatively shallow mining units at the project, where we plan to construct a satellite plant, from which loaded resin will be sent to Lost Creek for processing.
The project has a licensed wellfield capacity of one million pounds U 3 O 8 per year. The Company plans three relatively shallow mining units at the project, where we plan to construct a satellite plant, from which loaded resin will be sent to Lost Creek for processing.
The warrants were all exercised prior to expiry in February 2024. 2023 Underwritten Public Offering On February 21, 2023, the Company closed a $46.1 million underwritten public offering of 39,100,000 common shares and accompanying warrants to purchase up to 19,550,000 common shares, at a combined public offering price of $1.18 per common share and accompanying warrant.
In 2024, we utilized the Amended Sales Agreement for gross proceeds of $28.6 million from sales of 16,939,825 common shares. 2023 Underwritten Public Offering On February 21, 2023, the Company closed a $46.1 million underwritten public offering of 39,100,000 common shares and accompanying warrants to purchase up to 19,550,000 common shares, at a combined public offering price of $1.18 per common share and accompanying warrant.
Riley Securities, the “Agents”) as a co-agent. Under the Sales Agreement, as amended, we may, from time to time, issue and sell common shares at market prices on the NYSE American or other U.S. market through the agents for aggregate sales proceeds of up to $50 million.
Under the Sales Agreement, as amended, we may, from time to time, issue and sell common shares at market prices on the NYSE American or other U.S. market through the agents for aggregate sales proceeds of up to $50 million. The Sales Agreement was originally filed in conjunction with a then-active universal shelf registration statement on Form S-3.
The following discussion and analysis should be read in conjunction with the accompanying audited consolidated financial statements and related notes. The financial statements have been prepared in accordance with US GAAP. Industry and Market Update Several global factors continue to positively influence the uranium recovery market and the nuclear energy industries.
The following discussion and analysis should be read in conjunction with the accompanying audited consolidated financial statements and related notes. The financial statements have been prepared in accordance with US GAAP.
In February 2023, in conjunction with our underwritten public offering, we filed a prospectus supplement by which we decreased the amount of common stock offered pursuant to the Amended Sales Agreement.
On December 17, 2021, we entered into an amendment to the Sales Agreement with the Agents to, among other things, reflect the registration statement on file at the time. In February 2023, in conjunction with our underwritten public offering, we filed a prospectus supplement by which we decreased the amount of common stock offered pursuant to the Amended Sales Agreement.
Prepayment of State Bond Loan On February 29, 2024, we provided notice to Sweetwater County, the State Treasurer and the Trustee of our intention to prepay all remaining amounts on the State Bond Loan on April 1, 2024. Casper Operations Headquarters Our new multipurpose central services facility in Casper was completed mid-2023.
Prepayment of State Bond Loan On February 29, 2024, we provided notice to Sweetwater County, Wyoming, the Wyoming State Treasurer and the Trustee of our intention to prepay all remaining amounts on the State Bond Loan on April 1, 2024. We completed the pre-payment of the remaining $4.4 million on our State Bond Loan on March 27, 2024.
The recovery of U 3 O 8 in MU2 and the restart of plant operations have been no exception. As the plant was being recommissioned, we encountered equipment issues that temporarily reduced plant throughput. The equipment issues have been or are being addressed, and plant operations are returning to anticipated production rates.
Commissioning new production areas and recommissioning plant operations, not unexpectedly, come with unique start-up issues. The recovery of U 3 O 8 in MU2 and the restart of plant operations have been no exception. As the plant was being recommissioned, we encountered equipment issues that temporarily stalled plant throughput.
The fourth term sales agreement was signed in February 2024 for annual delivery of between 100,000 and 350,000 pounds U 3 O 8 over a five-year period beginning in 2026. The agreement includes the opportunity for the purchaser to add up to three additional annual deliveries of 300,000 pounds U 3 O 8 beginning in 2031.
Of these, we completed three new agreements in 2024, including a sales agreement signed in February 2024 for annual delivery of between 100,000 and 350,000 pounds U 3 O 8 over a five-year period beginning in 2026.
Universal Shelf Registration and At Market Facility On May 29, 2020, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”), relating to our common shares. On June 7, 2021, we amended and restated the Sales Agreement to include Cantor Fitzgerald & Co. (“Cantor,” and together with B.
The payment was made March 27, 2024, after which the loan was paid in full. Universal Shelf Registration and At Market Facility On May 29, 2020, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”), relating to our common shares.
We spent $5.4 million on principal payments for our state bond loan and $0.1 million RSU redemption related costs. 63 Table of Contents Wyoming State Bond Loan On October 23, 2013, we closed a $34.0 million Sweetwater County, State of Wyoming, Taxable Industrial Development Revenue Bond financing program loan (“State Bond Loan”).
We spent $5.7 million on the Wyoming bond loan, ultimately paying off the loan in March 2024, and paid $0.1 million in settlement of RSUs redeemed for cash. ​ Wyoming State Bond Loan On October 23, 2013, we closed a $34.0 million Sweetwater County, State of Wyoming, Taxable Industrial Development Revenue Bond financing program loan (“State Bond Loan”).
During 2023, we encountered staffing issues with our initial hiring campaign, including lower than preferred retention rates, which affected our ability to thoroughly train our teams. Most recently, staffing of Lost Creek’s current 65+ onsite positions is complete, and we are experiencing greater retention, which fosters more thorough training.
During 2024, we continued to encounter staffing issues, including lower than preferred retention rates, which affected our ability to thoroughly train our teams. Lost Creek’s staff of approximately 75 onsite and six staff members in Casper, is largely complete, and, more recently, we are experiencing stronger retention, which facilitates more thorough training.
Operating Costs The following table summarizes the operating costs for the years ended December 31, 2023, and 2022: (expressed in thousands of U.S. dollars) Year Ended December 31, Operating Costs 2023 2022 Change Exploration and evaluation 2,109 1,769 340 Development 20,396 4,686 15,710 General and administration 6,154 6,037 117 Accretion 497 460 37 29,156 12,952 16,204 Total operating costs increased $16.2 million in 2023.
Operating Costs The following table summarizes the operating costs for the years ended December 31, 2024, and 2023: (expressed in thousands of U.S. dollars) ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Operating Costs ​ 2024 2023 Change ​ ​ ​ ​ ​ ​ ​ Exploration and evaluation ​ 3,803 2,109 1,694 Development ​ 41,509 20,396 21,113 General and administration ​ 8,044 6,154 1,890 Accretion ​ 760 497 263 ​ ​ 54,116 29,156 24,960 ​ Total operating costs increased $25.0 million in 2024.
The $0.1 million increase in 2023 was primarily related to higher labor costs that were partially offset by lower non-cash costs. 62 Table of Contents Other Income and Expenses Net interest increased from interest expense of $0.5 million in 2022 to interest income of $1.5 million in 2023, reflecting higher interest income received on our bank accounts and lower interest expense following the resumption of principal payments on the Company’s state bond loan.
Other Income and Expenses Net interest income increased from $1.5 million in 2023 to $3.3 million in 2024, reflecting higher interest income received on our cash and cash equivalent accounts and lower interest expense following the payoff of the Company’s state bond loan in April 2024.
Outstanding Share Data As of December 31, 2023, and 2022, the Company’s capital consisted of the following: Share Data December 31, 2023 December 31, 2022 Common shares 270,898,900 224,699,621 Shares issuable upon the exercise or redemption of: Stock options 8,900,335 8,574,904 Restricted share units 641,910 305,530 Warrants 27,708,750 8,365,265 308,149,895 241,945,320 Off Balance Sheet Arrangements We have not entered any material off balance sheet arrangements such as guaranteed contracts, contingent interests in assets transferred to unconsolidated entities, derivative instrument obligations, or with respect to any obligations under a variable interest entity arrangement.
Outstanding Share Data As of December 31, 2024, and 2023, the Company’s capital consisted of the following: ​ ​ ​ ​ ​ ​ Share Data December 31, 2024 December 31, 2023 ​ ​ ​ ​ ​ Common shares 364,101,038 270,898,900 ​ ​ ​ ​ ​ Shares issuable upon the exercise or redemption of: Stock options 8,594,492 8,900,335 Restricted share units 1,069,645 641,910 Warrants 19,520,500 27,708,750 ​ ​ ​ ​ ​ ​ 393,285,675 308,149,895 ​ Off Balance Sheet Arrangements We have not entered any material off balance sheet arrangements such as guaranteed contracts, contingent interests in assets transferred to unconsolidated entities, derivative instrument obligations, or with respect to any obligations under a variable interest entity arrangement. 64 Table of Contents Financial Instruments and Other Instruments As of December 31, 2024, and 2023, the Company’s cash and cash equivalents, and restricted cash and cash equivalents are composed of: (expressed in thousands of U.S. dollars) ​ ​ ​ ​ ​ Cash and cash equivalents, and restricted cash and cash equivalents December 31, 2024 December 31, 2023 ​ ​ ​ ​ ​ Cash and cash equivalents 76,055 59,700 Restricted cash and cash equivalents 11,023 8,549 ​ 87,078 68,249 ​ Credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, and restricted cash and cash equivalents.
During 2022, we purchased 40,000 pounds U 3 O 8 at $49.50 per pound, which increased the average cost per pound purchased to $42.56. The average cost per produced pound sold in Q1 was $28.06, and together with the purchased pounds, the average cost per pound sold was $36.29.
During 2022, we purchased 40,000 pounds at $49.50 per pound, which increased the average cost per non-produced pound to $42.56 when we sold the pounds in 2023. The 2024 sales consisted of 270,000 produced pounds and 300,000 non-produced pounds.
In 2022, cost of sales included only NRV adjustments as we had no U 3 O 8 sales in 2022. Because of low production rates, inventory valuations, which include production costs, exceeded the inventory’s NRV. As a result, the inventory valuations were reduced to the inventory’s NRV, effectively expensing the production costs to cost of sales during those years.
Because of low production rates, inventory valuations, which include production costs, exceeded the produced inventory’s NRV. As a result, produced inventory values were reduced to the inventory’s NRV, effectively expensing $3.5 million and $10.7 million of production costs to cost of sales in 2024 and 2023, respectively.
In either circumstance, the utilities are at significant risk as the West has limited capacity to backfill such supply disruption, regardless of cause.
In either circumstance, the utilities remain at significant risk as the West has limited capacity to backfill such supply disruption, regardless of cause. In the U.S., the ban on Russian imports of nuclear fuels, signed into law earlier in the year, became effective in August 2024.
The diluted loss per common share is equal to the basic loss per common share due to the anti-dilutive effect of all convertible securities in periods of loss. Liquidity and Capital Resources As of December 31, 2023, we had cash resources of $59.7 million, which was an increase of $26.7 million from the $33.0 million balance on December 31, 2022.
The diluted loss per common share is equal to the basic loss per common share due to the anti-dilutive effect of all convertible securities in periods of loss. 61 Table of Contents Liquidity and Capital Resources As shown in the Consolidated Statements of Cash Flow, our cash and cash equivalents, and restricted cash and cash equivalents, increased from the December 31, 2023 balance of $68.2 million to $87.1 million as of December 31, 2024.
We anticipate the LQD review will be complete in 2024 H1. Our request for extension of our Lost Creek source material license was submitted in 2021.
We anticipate that all approvals will be received on a timely basis for our current production plans. Our request for extension of our Lost Creek source material license was submitted in 2021.
U 3 O 8 Cost per Pound Sold Reconciliation Unit 2023 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Cost of sales per financial statements $ 000 6,504 2,951 4,855 5,055 19,365 Lower of cost or NRV adjustment $ 000 (2,875 ) (2,951 ) (2,332 ) (2,531 ) (10,689 ) U 3 O 8 cost of sales $ 000 3,629 - 2,523 2,524 8,676 U 3 O 8 pounds sold lb 100,000 - 90,000 90,000 280,000 U 3 O 8 cost per pound sold $/lb 36.29 - 28.03 28.04 30.99 Cost of sales per the financial statements includes U 3 O 8 costs of sales and lower of cost or NRV adjustments.
U 3 O 8 Cost per Pound Sold Calculation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unit 2023 2024 ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales per financial statements ​ $000 19,365 42,679 ​ Lower of cost or NRV adjustment ​ $000 (10,689) (6,005) ​ U 3 O 8 product costs ​ $000 8,676 36,674 ​ U 3 O 8 pounds sold ​ lb 280,000 570,000 ​ U 3 O 8 cost per pound sold ​ $/lb 30.99 64.34 ​ ​ Cost of sales per the financial statements includes U 3 O 8 costs of sales and lower of cost or NRV adjustments.
Cost of Sales Including NRV cost of sales adjustments, cost of sales was $19.4 million and $6.9 million for the years ended December 31, 2023, and 2022, respectively. Excluding NRV adjustments, cost of sales was $8.7 million and nil for the years ended December 31, 2023, and 2022, respectively.
Gross Loss Gross loss is based on sales, which includes disposal fees, and cost of sales, which includes NRV adjustments. Including NRV adjustments, the gross loss was $9.0 million and $1.7 million for the years ended December 31, 2024, and 2023, respectively.
As always, we will focus on maintaining safe and compliant operations.
Our cash position as of April 9, 2025, was $71.8 million. As always, we will focus on maintaining safe and compliant operations.
Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. As of December 31, 2023, the Company’s current financial liabilities consisted of accounts payable and accrued liabilities of $2.4 million, and the current portion of notes payable of $5.7 million.
Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due.
During 2023, we sold 280,000 pounds U 3 O 8 , which decreased our ending conversion facility to 43,790 pounds. Because production rates were low during the initial ramp up period, the cost per pound to produce inventory exceeded its NRV.
Because production rates were low during the initial ramp up period, the cost per pound to produce inventory exceeded its NRV. The NRV adjustments to produced inventory decreased from $10.7 million in 2023 to $3.5 million in 2024.
As plant production increases in 2024, we expect the NRV adjustments to decrease and ultimately stop. Gross Loss Including NRV adjustments, the gross loss was $1.7 million and $6.8 million for the years ended December 31, 2023, and 2022, respectively.
The $7.2 million decrease in produced inventory NRV adjustments from 2023 to 2024 was attributable to increased production for the respective periods. As plant production increases in 2025, we expect the produced inventory NRV adjustments to continue to decrease and ultimately stop.
U 3 O 8 Price per Pound Sold Reconciliation Unit 2023 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Sales per financial statements $ 000 6,447 39 5,752 5,441 17,679 Disposal fees $ 000 - (39 ) (312 ) - (351 ) U 3 O 8 sales $ 000 6,447 - 5,440 5,441 17,328 U 3 O 8 pounds sold lb 100,000 - 90,000 90,000 280,000 U 3 O 8 price per pound sold $/lb 64.47 - 60.44 60.46 61.89 Sales per financial statements includes U 3 O 8 sales and disposal fees.
U 3 O 8 Price per Pound Sold Calculation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unit 2023 ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ Sales per financial statements ​ $000 17,679 ​ 33,706 ​ Disposal fees ​ $000 (351) ​ (560) ​ U 3 O 8 sales ​ $000 17,328 ​ 33,146 ​ U 3 O 8 pounds sold ​ lb 280,000 ​ 570,000 ​ U 3 O 8 price per pound sold ​ $/lb 61.89 ​ 58.15 ​ ​ Sales per financial statements includes U 3 O 8 sales and disposal fees.
We completed an additional sales agreement in 2022 Q4 which calls for annual deliveries of 300,000 pounds U 3 O 8 over a five-year period, beginning in 2024, together with the possibility of additional sales of up to 300,000 pounds U 3 O 8 in 2029.
In November 2024, we completed an additional sales agreement which calls for deliveries of 100,000 pounds U 3 O 8 in each of 2029, 2032 and 2033, and a delivery of 150,000 pounds U 3 O 8 in 2030.
Unit 2023 Q1 2023 Q2 2023 Q3 2023 Q4 2023 U 3 O 8 Production Pounds captured lb 156 4,392 30,491 68,448 103,487 Pounds drummed lb - - 15,759 6,519 22,278 U 3 O 8 Ending Inventory Pounds In-process inventory lb 1,498 5,801 20,396 82,033 Plant inventory lb - - 15,759 22,278 Conversion inventory - produced lb 223,790 223,790 133,790 43,790 lb 225,288 229,591 169,945 148,101 Value In-process inventory $ 000 - - - - Plant inventory $ 000 - - 949 1,343 Conversion inventory - produced $ 000 6,275 6,275 3,752 1,228 $ 000 6,275 6,275 4,701 2,571 Cost per Pound In-process inventory $/lb - - - - Plant inventory $/lb - - 60.22 60.28 Conversion inventory - produced $/lb 28.04 28.04 28.04 28.04 Produced conversion inventory detail Ad valorem and severance tax $/lb 0.59 0.59 0.59 0.59 Cash cost $/lb 18.60 18.60 18.60 18.60 Non-cash cost $/lb 8.85 8.85 8.85 8.85 $/lb 28.04 28.04 28.04 28.04 Wellfield production at Lost Creek resumed in 2023 Q2 and 4,392 pounds were captured during the quarter.
U 3 O 8 Production and Ending Inventory The following table provides information on our production and ending inventory of U 3 O 8 pounds. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unit 2023 2024 ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Production ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pounds captured ​ lb 103,487 265,746 ​ Pounds drummed ​ lb 22,278 249,209 ​ Pounds shipped ​ lb ​ — ​ 239,849 ​ Non-produced pounds purchased or borrowed ​ lb ​ — ​ 550,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Ending Inventory ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pounds ​ ​ In-process inventory ​ lb 82,033 39,169 ​ Plant inventory ​ lb 22,278 33,919 ​ Conversion inventory - produced ​ lb ​ 43,790 ​ 12,239 ​ Conversion inventory - non-produced ​ lb — 250,000 ​ ​ ​ lb 148,101 335,327 ​ ​ ​ ​ ​ ​ ​ ​ ​ Value ​ ​ In-process inventory ​ $000 — 42 ​ Plant inventory ​ $000 1,343 1,840 ​ Conversion inventory - produced ​ $000 ​ 1,228 ​ 704 ​ Conversion inventory - non-produced ​ $000 — 18,158 ​ ​ ​ $000 2,571 20,744 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost per Pound ​ ​ In-process inventory ​ $/lb ​ — ​ 1.07 ​ ​ ​ ​ ​ ​ ​ ​ ​ Plant inventory ​ $/lb ​ 60.28 ​ 54.25 ​ ​ ​ ​ ​ ​ ​ ​ ​ Conversion inventory: ​ ​ ​ ​ ​ ​ ​ Ad valorem and severance tax ​ $/lb 0.59 1.57 ​ Cash cost ​ $/lb 18.60 46.83 ​ Non-cash cost ​ $/lb 8.85 9.12 ​ Conversion inventory - produced ​ $/lb 28.04 57.52 ​ Conversion inventory - non-produced ​ $/lb ​ - ​ 72.63 ​ ​ ​ $/lb ​ 28.04 ​ 71.93 ​ ​ Wellfield production at Lost Creek resumed in 2023 Q2 and 103,487 pounds were captured during the year.
In 2023 Q3 and 2023 Q4, a total of 180,000 produced pounds U 3 O 8 were sold into term contracts. The average cost per produced pound sold was $28.04.
In 2024, we delivered 570,000 pounds at an average U 3 O 8 cost per pound sold of $64.34. The 2023 sales consisted of 223,259 produced pounds and 56,741 non-produced pounds. The average cost per produced pound sold in 2023 was $28.04.
Lost Creek Regulatory Proceedings The first two mine units at Lost Creek have all permits necessary for commercial level operations.
Parts and materials are always in various stages of delivery depending on availability. We will continue to supplement purchases with recycled materials as necessary. Lost Creek Regulatory Proceedings The first two mine units at Lost Creek have all permits necessary for commercial level operations.
The remainder of the increase was primarily related to equipment rental and infrastructure costs. General and administration expenses relate to the administration, finance, investor relations, land, and legal functions, and consist principally of personnel, facility, and support costs.
At Shirley Basin, we incurred approximately $3.3 million in development costs in 2024. Development activities at Shirley Basin included drilling costs related to the installation of the first monitor well ring. ​ General and administration expenses relate to the administration, finance, investor relations, land, and legal functions, and consist principally of personnel, facility, and support costs.
Unit 2023 Q1 2023 Q2 2023 Q3 2023 Q4 2023 U 3 O 8 Sales by Product U 3 O 8 Sales Produced $ 000 2,789 - 5,440 5,441 13,670 Purchased $ 000 3,658 - - - 3,658 $ 000 6,447 - 5,440 5,441 17,328 U 3 O 8 Pounds Sold Produced lb 43,259 - 90,000 90,000 223,259 Purchased lb 56,741 - - - 56,741 lb 100,000 - 90,000 90,000 280,000 U 3 O 8 Price per Pounds Sold Produced $/lb 64.47 - 60.44 60.46 61.23 Purchased $/lb 64.47 - - - 64.47 $/lb 64.47 - 60.44 60.46 61.89 As previously disclosed, the Company made the decision to ramp up operations after securing new term contracts in 2022 with initial deliveries beginning in 2023.
NRV adjustments, if any, relate to U 3 O 8 inventories and do not relate to the sale of U 3 O 8 , and are excluded from the U 3 O 8 cost of sales and U 3 O 8 cost per pound sold measures. ​ 51 Table of Contents U 3 O 8 Product Sales The following table provides information on our U 3 O 8 product sales. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unit 2023 2024 ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Product Sales by Product Type ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Product Sales ​ ​ Produced ​ $000 13,670 16,646 ​ Non-produced ​ $000 3,658 16,500 ​ ​ ​ $000 17,328 33,146 ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Pounds Sold ​ ​ ​ Produced ​ lb 223,259 270,000 ​ Non-produced ​ lb 56,741 300,000 ​ ​ ​ lb 280,000 570,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Price per Pounds Sold ​ ​ ​ Produced ​ $/lb 61.23 61.65 ​ Non-produced ​ $/lb 64.47 55.00 ​ ​ ​ $/lb ​ 61.89 ​ 58.15 ​ ​ The Company made the decision to ramp up operations after securing new term contracts in 2022 with initial deliveries beginning in 2023.
We received $17.3 million from the sale of uranium, $0.4 million from disposal fees, and $2.0 million of interest income. We spent $9.2 million on production related cash costs and $27.6 million on cash operating costs, and we paid $0.5 million in interest payments on our state bond loan. Working capital and other items generated $0.6 million in cash.
We collected $0.6 million of disposal fees and received $3.7 million of interest income. We had $0.3 million in interest expense and spent $14.5 million on production costs, $24.2 million on uranium purchase costs, and $48.5 million on operating costs, and we posted a $3.8 million deposit related to the uranium inventory loan.
Fewer miles traveled by our staff and fewer vehicles on the road equates to a significantly lower risk of accident or injury, a smaller carbon footprint for Lost Creek, and considerably lower vehicle and labor costs. 54 Table of Contents Results of Operations Reconciliation of Non-GAAP measures with US GAAP financial statement presentation The following tables include measures specific to U 3 O 8 sales, cost of sales, gross profit, pounds sold, price per pound sold, cost per pound sold, and gross profit per pound sold.
Dyke leads New Horizons Nuclear Associates, LLC, a global nuclear consulting firm he formed in 2021. ​ 50 Table of Contents Results of Operations Reconciliation of Non-GAAP measures with US GAAP financial statement presentation The following tables include measures specific to U 3 O 8 sales, product cost, product profit, pounds sold, price per pound sold, cost per pound sold, and product profit per pound sold.
We now have five agreements that call for combined annual delivery of a base amount of 550,000 to 1,100,000 pounds of U 3 O 8 over a six-year period, beginning in 2025. Our sales under these agreements began in 2023 and call for an additional 570,000 pounds of U 3 O 8 to be delivered in 2024.
We now have seven agreements that call for combined annual delivery of a base amount of 440,000 to 1,300,000 pounds of U 3 O 8 from 2025 through 2030, with additional deliveries of 100,000 called for in 2032 and 2033. Sales prices are anticipated to be profitable on an all-in production cost basis and escalate annually from initial pricing.
Unit 2023 Q1 2023 Q2 2023 Q3 2023 Q4 2023 U 3 O 8 Cost of Sales by Product U 3 O 8 Cost of Sales Ad valorem and severance taxes $ 000 26 - 53 53 132 Cash costs $ 000 805 - 1,674 1,674 4,153 Non-cash costs $ 000 383 - 796 797 1,976 Produced $ 000 1,214 - 2,523 2,524 6,261 Purchased $ 000 2,415 - - - 2,415 $ 000 3,629 - 2,523 2,524 8,676 U 3 O 8 Pounds Sold Produced lb 43,259 - 90,000 90,000 223,259 Purchased lb 56,741 - - - 56,741 lb 100,000 - 90,000 90,000 280,000 U 3 O 8 Cost per Pound Sold Ad valorem and severance taxes $/lb 0.60 - 0.59 0.59 0.59 Cash costs $/lb 18.61 - 18.60 18.60 18.60 Non-cash costs $/lb 8.85 - 8.84 8.85 8.85 Produced $/lb 28.06 - 28.03 28.04 28.04 Purchased $/lb 42.56 - - - 42.56 $/lb 36.29 - 28.03 28.04 30.99 In 2023 Q1, the 100,000 pounds U 3 O 8 sold to the DOE consisted of 43,259 produced pounds and 56,741 purchased pounds.
The lower 2024 price resulted from making a delivery of 300,000 pounds at $55.00 per pound into a sales contract that was executed in 2022 when the long-term price was between $43 and $52 per pound. ​ 52 Table of Contents U 3 O 8 Product Costs The following table provides information on our U 3 O 8 product costs. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unit 2023 2024 ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Product Cost by Product Type ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Product Cost ​ ​ Ad valorem and severance taxes ​ $000 132 287 ​ Cash costs ​ $000 4,153 10,908 ​ Non-cash costs ​ $000 1,976 2,719 ​ Produced ​ $000 6,261 13,914 ​ Non-produced ​ $000 2,415 22,760 ​ ​ ​ $000 8,676 36,674 ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Pounds Sold ​ ​ Produced ​ lb 223,259 270,000 ​ Non-produced ​ lb 56,741 300,000 ​ ​ ​ lb 280,000 570,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ U 3 O 8 Cost per Pound Sold ​ ​ Ad valorem and severance taxes ​ $/lb 0.59 1.06 ​ Cash costs ​ $/lb 18.60 40.40 ​ Non-cash costs ​ $/lb 8.85 10.07 ​ Produced ​ $/lb 28.04 51.53 ​ Non-produced ​ $/lb 42.56 75.87 ​ ​ ​ $/lb 30.99 64.34 ​ ​ In 2023, we delivered 280,000 produced pounds into term contracts at an average U 3 O 8 cost per pound sold of $30.99.
The higher interest income was driven by a combination of higher interest rates and higher cash balances. For the year ended December 31, 2023, the warrant liability increased significantly due to new warrants issued in February 2023 and changes in the factors associated with the related Black-Scholes calculations used to determine the warrant liability.
For the year ended December 31, 2024, the warrant liability decreased significantly due to the exercise of 2021 warrants and changes in the factors used in the Black-Scholes calculations of the warrant liability, including decreases in the Company’s stock price and changes in exchange rates.
As discussed above, we resumed operations in 2023, which resulted in increases to our in-process and plant inventories during the year. 60 Table of Contents Year Ended December 31, 2023, Compared to Year Ended December 31, 2022 The following table summarizes the results of operations for the years ended December 31, 2023, and 2022: Year Ended December 31, 2023 2022 Change Sales 17,679 19 17,660 Cost of sales (19,365 ) (6,861 ) (12,504 ) Gross loss (1,686 ) (6,842 ) 5,156 Operating costs (29,156 ) (12,952 ) (16,204 ) Loss from operations (30,842 ) (19,794 ) (11,048 ) Net interest expense 1,471 (463 ) 1,934 Warrant mark to market gain (loss) (1,586 ) 1,835 (3,421 ) Foreign exchange gain 325 27 298 Other income (loss) (24 ) 1,255 (1,279 ) Net loss (30,656 ) (17,140 ) (13,516 ) Foreign currency translation adjustment (547 ) 123 (670 ) Comprehensive loss (31,203 ) (17,017 ) (14,186 ) Loss per common share: Basic (0.12 ) (0.08 ) (0.04 ) Diluted (0.12 ) (0.08 ) (0.04 ) U 3 O 8 pounds sold 280,000 - 280,000 U 3 O 8 price per pound sold 61.89 - 61.89 U 3 O 8 cost per pound sold 30.99 - 30.99 U 3 O 8 gross profit per pound sold 30.90 - 30.90 Sales We had no U 3 O 8 sales in 2022.
We delivered 300,000 of the 550,000 non-produced pounds into term contracts in 2024, leaving 250,000 non-produced pounds in ending inventory available for 2025 delivery requirements, if needed. ​ As discussed above, we continued to ramp up operations in 2024, which generally resulted in increases to our cost per pound amounts during the year, prior to NRV adjustments. ​ 58 Table of Contents Year Ended December 31, 2024, Compared to Year Ended December 31, 2023 The following table summarizes the results of operations for the years ended December 31, 2024, and 2023: (expressed in thousands of U.S. dollars, except per share and non-GAAP per pound data) ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Change ​ ​ ​ ​ ​ ​ ​ Sales ​ 33,706 17,679 16,027 Cost of sales ​ (42,679) (19,365) (23,314) Gross loss ​ (8,973) (1,686) (7,287) ​ ​ ​ ​ ​ ​ ​ Operating costs ​ (54,116) (29,156) (24,960) Operating loss ​ (63,089) (30,842) (32,247) ​ ​ ​ ​ ​ ​ ​ Net interest income ​ 3,341 1,471 1,870 Mark to market gain (loss) ​ 6,444 (1,586) 8,030 Foreign exchange gain ​ 80 325 (245) Other income (loss) ​ 35 (24) 59 Net loss ​ (53,189) (30,656) (22,533) ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustment ​ 471 (547) 1,018 Comprehensive loss ​ (52,718) (31,203) (21,515) ​ ​ ​ ​ ​ ​ ​ Loss per common share: ​ Basic ​ (0.17) (0.12) (0.05) Diluted ​ (0.17) (0.12) (0.05) ​ ​ ​ ​ ​ ​ ​ U 3 O 8 pounds sold ​ 570,000 280,000 290,000 ​ ​ ​ ​ ​ ​ ​ U 3 O 8 price per pound sold ​ 58.15 61.89 (3.74) ​ ​ ​ ​ ​ ​ ​ U 3 O 8 cost per pound sold ​ 64.34 30.99 33.35 ​ ​ ​ ​ ​ ​ ​ U 3 O 8 profit (loss) per pound sold ​ (6.19) 30.90 (37.09) ​ Sales Sales per the financial statements includes U 3 O 8 sales and disposal fees.
We are seeing steady improvement in production activities as our growing core staff have more time on the job. The Wyoming labor market has similarly affected our contractors. Certain labor and contractor/vendor challenges may continue.
As our growing core staff have more time on the job, we are seeing steady improvement in production activities. Our drill contractors now have 21 drill rigs at Lost Creek, with the most recent addition mobilized in February 2025.
There were no assets related to the royalty on our balance sheet, therefore the entire amount was recognized as other income. In 2023, there were no significant other income or loss transactions. Earnings (loss) per Common Share The basic and diluted loss per common share was $0.12 and $0.08 for the years ended December 31, 2023, and 2022, respectively.
Earnings (loss) per Common Share The basic and diluted loss per common share was $0.17 and $0.12 for the years ended December 31, 2024, and 2023, respectively.
The first shipment of U 3 O 8 since the return to commercial operations was completed on February 27, 2024 when 35,445 pounds U 3 O 8 were delivered to the conversion facility. 59 Table of Contents As production increased during the year, our in-process and plant inventories also increased, and we ended the year with 82,033 pounds U 3 O 8 in process and 22,278 drummed pounds of U 3 O 8 at the plant.
The first shipment was completed on February 27, 2024 when 35,445 pounds were delivered to the conversion facility. Pounds shipped increased to 239,849 pounds in 2024. 55 Table of Contents While pounds captured, drummed, and shipped each increased in 2024 as compared to 2023, the increase was below our initial guidance.
The gross proceeds to Ur‑Energy from this offering were approximately $46.1 million. After fees and expenses of $3.0 million, net proceeds to the Company were approximately $43.1 million. The warrants expire in February 2026. Liquidity Outlook As of February 29, 2024, our unrestricted cash position was $66.2 million.
After fees and expenses of $3.8 million, net proceeds to the Company were approximately $65.2 million. ​ Liquidity Outlook As of April 9, 2025, our unrestricted cash position was $71.8 million. We have seven multi-year sales contracts in place and realized revenues of $33.1 million from the sale of 570,000 pounds of U 3 O 8 in 2024.
Excluding the NRV adjustments, we realized gross profits of $8.7 million and nil for the years ended December 31, 2023, and 2022, respectively. We were pleased to generate positive gross profits from uranium sales in 2023.
Excluding NRV adjustments, U 3 O 8 product costs were $36.7 million and $8.7 million for the years ended December 31, 2024, and 2023, respectively.
On December 17, 2021, we entered into an amendment to the Sales Agreement with the Agents to, among other things, reflect the new registration statement under which we may sell up to $50 million from time to time through or to the Agents under the amended Sales Agreement, in addition to amounts previously sold under the Sales Agreement.
Subsequently, we filed a new prospectus supplement in June 2024 under which we may sell up to $100 million from time to time through or to the Agents under the Amended Sales Agreement, including the common shares previously sold under the Sales Agreement.
For our expanding production, we continue to benefit from our advance ordering and recycling of equipment at Lost Creek while supply chain disruption continues to be a global industry issue. All construction materials have been ordered or received for all planned operations in MU2. Parts and materials are always in various stages of delivery depending on availability.
We anticipate that this number is sufficient for Lost Creek drill programs in 2025, including our planned exploration program. 46 Table of Contents We continue to benefit from our advance ordering and recycling of equipment at Lost Creek while supply chain issues continue. All construction materials are ordered for planned operations months in advance.
Investing activities used $2.0 million of cash in 2023. We spent $0.8 million to complete the construction of our new Casper, Wyoming shop and lab building, $0.8 million on plant related equipment at Lost Creek, and $0.4 million on IT and other equipment. Financing activities provided $46.1 million in cash in 2023.
We had a $1.5 million unfavorable working capital movement primarily related to increases in leases receivable. ​ Investing activities used $9.0 million of cash in 2024. We spent $3.6 million on operating equipment at Lost Creek, and $5.4 million on construction and other equipment at Shirley Basin. Financing activities provided $99.9 million in the year ended December 31, 2024.
These agreements were completed in 2022 and 2023 and, together with the additional February 2024 agreements, now provide for deliveries between 2024 and 2030 as follows: Year Base Quantity (U 3 O 8 Pounds) 2024 570,000 2025 700,000 2026 850,000 2027 1,050,000 2028 1,100,000 2029 800,000 2030 550,000 5,620,000 52 Table of Contents Shirley Basin Project Based on our progress in securing further contracts, and the strengthening market, we are proceeding with additional tasks to advance Shirley Basin.
Pricing is well above our anticipated all-in costs of production. 47 Table of Contents We have seven off take sales agreements with various global nuclear purchasers which provide for deliveries between 2025 and 2033 as follows: ​ ​ ​ ​ ​ Base Quantity Year ​ (U 3 O 8 Pounds) ​ ​ ​ 2025 440,000 2026 1,250,000 2027 1,150,000 2028 1,300,000 2029 800,000 2030 700,000 2031 — 2032 ​ 100,000 2033 ​ 100,000 ​ 5,840,000 ​ Shirley Basin Project Based on our contract book and the state of the market generally, early in 2024, we announced a “go” decision to begin buildout of our Shirley Basin in situ recovery facility in Carbon County, Wyoming.
We received net proceeds of $43.1 million from the February 2023 underwritten public offering, $6.8 million through our At Market facility, $1.4 million from the exercise of stock options, and $0.3 million from the exercise of warrants.
In July, we closed an equity financing by issuing 65,722,500 shares, including 8,572,500 overallotment shares, at $1.05 per share for net proceeds of $65.2 million. We received net proceeds of $27.8 million from the sale of common shares through our At Market Facility, and $12.4 million from the exercise of warrants and stock options.
After fees and expenses of $0.4 million, net proceeds to the Company were $4.3 million.
Including the exercised option, Ur-Energy issued a total of 65,722,500 common shares. The gross proceeds to Ur-Energy from this offering were approximately $69.0 million. After fees and expenses of $3.8 million, net proceeds to the Company were approximately $65.2 million.
The $0.3 million increase in 2023 was primarily due to higher labor costs. Development expenses include costs not directly attributable to production activities, including wellfield construction, drilling, and development costs. It also includes costs associated with the Shirley Basin Project, which is at a more advanced stage.
Development expense includes costs incurred at the Lost Creek Project not directly attributable to current production activities, including wellfield construction, drilling, and development costs. It also includes costs incurred at the Shirley Basin Project not directly attributable to the construction of the capitalizable assets of the project, including the installation of the wellfield monitor well ring and other development costs.
We began the drilling and construction of an additional deep disposal well at Lost Creek in mid-2023, with the drilling phase completed in July. Preliminary completion and testing continued in 2023 Q4. When regulatory approvals were received, final completion work was initiated in early 2024 and is anticipated to be complete in 2024 Q1.
We completed the additional deep disposal well at Lost Creek in 2024 H1 and, following receipt of all regulatory approvals, began operations of the well in early Q4 2024. The deep well is operating as anticipated to complement the other wastewater disposal systems at Lost Creek. The restart at Lost Creek has encountered challenges.
The license renewal is in timely review and is proceeding through the technical review with URP. 51 Table of Contents Sales of U 3 O 8 and Sales Agreements In December 2022, we were awarded a contract to sell to the DOE NNSA uranium reserve 100,000 pounds of domestically produced U 3 O 8 at a sales price of $64.47 per pound .
The license renewal is in timely review and continues to proceed through the technical review with URP. 2024 Purchases and Sales of U 3 O 8 and Sales Projections for 2025 As projected, during 2024, we sold 570,000 pounds U 3 O 8 of which 395,000 pounds U 3 O 8 were sold in Q4 2024.
The coup d’état in Niger in mid-2023, for example, threatens the security and stability of 25% of European uranium supply. The true scope and possible long-standing impact of China in the nuclear market remains undefined.
The true scope and possible long-standing impact of China in the nuclear market remains undefined. The nuclear markets have been favorably affected in many ways through greater acceptance of nuclear energy.
In 2023 Q3 and 2023 Q4, the average price per pound sold into term contracts was $60.45 and the average cost per pound sold was $28.04, which resulted in an average gross profit per pound sold of $32.41 and an average gross profit margin of nearly 54%.
In 2024, the average price per pound sold was $58.15 and the average cost per pound sold was $64.34, which resulted in an average loss per pound sold of $6.19 and an average loss margin of about 11%.
We sold a total of 280,000 pounds U 3 O 8 in 2023 at an average price per pound sold of $61.89. 56 Table of Contents U 3 O 8 Cost of Sales The following table provides information on our U 3 O 8 cost of sales during 2023.
In 2023, we delivered 280,000 produced pounds into term contracts at an average price per pound sold of $61.89. In 2024, we delivered 570,000 pounds at an average price per pound sold of $58.15. The higher 2023 price was influenced by the sale of 100,000 pounds into the U.S.
As discussed, stronger prices have already enabled us to secure multi-year sales agreements with leading nuclear companies. We are securing pricing which includes a market-related calculation on recent awards and contracts.
We also anticipate restarting exploration programs to identify additional mineral resources and supplement future production. As discussed, we have secured multi-year sales agreements with leading nuclear companies, including several which include market-related pricing components.
Lost Creek Operations Since commencement of operations in 2013, we have captured approximately 2.838 million pounds of U 3 O 8 at Lost Creek through December 31, 2023. Following our reduction in production operations in 2020 Q3, we maintained controlled, reduced level production operations until the restart of commercial wellfield production in 2023 Q2.
Term prices thus far in 2025 have remained steady. 2024 Developments Lost Creek Property – Great Divide Basin, Wyoming Status of Lost Creek Since commencement of operations at Lost Creek in 2013 through December 31, 2024, we have captured more than 3.0 million pounds of U 3 O 8 .
That delivery was made in January 2023 and sales proceeds of $6.4 million were received shortly thereafter. Including the DOE NNSA sale, we sold 280,000 pounds at an average price of $61.89 for revenues of $17.3 million in 2023. Beginning in 2022, we have secured several multi-year sales agreements with global nuclear purchasers.
During 2023 we made our first deliveries since 2020. During that year we delivered 280,000 pounds at an average price of $61.89 for revenues of $17.3 million.
Removed
Over the past several years, continued growth in the acceptance of nuclear energy, geopolitics, and production reductions, shortfalls and delays, have each contributed to a stronger uranium market with a more optimistic future. As each of these categories of influence continues to gain momentum and strength, the market has experienced significant impacts.
Added
While allowing certain waivers until January 1, 2028, the prohibitions on imports continue through 2040. The ban will help to secure the U.S. nuclear fuel supply chain and advance domestic uranium recovery operations. The effects of geopolitical tensions beyond Russia will continue to have a role in the nuclear fuel cycle industries.
Removed
For several years, we and others in our industry have noted the growing acceptance of the necessity of nuclear energy as it relates to concerns over climate change and the determination of nations and multi-national companies to reach decarbonization goals on increasingly aggressive timelines.
Added
Recently, technology and other industries operating data centers (in what is now simply being referred to as “big data”) have realized the opportunities which exist to maintain carbon free baseload electricity while supporting the immense electric demand generated by these centers.
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Most recently, in December, 22 countries including the U.S., pledged at the UN climate summit, COP 28, to triple nuclear energy capacity by 2050. Even prior to this commitment, numerous announcements in 2023 of extended nuclear plant licenses and lifespans, and deferred retirements of reactors, supplemented planned future numbers of reactors with ongoing construction in many countries.
Added
The Electric Power Research Institute’s May 28, 2024, white paper titled Powering Intelligence, suggests that data centers are expected to consume as much as 9.1% of U.S. electricity generation by 2030 compared with an estimated 4% today. It is further estimated that, globally, data centers will drive electricity demand in many regions.
Removed
While the initial invasion of Ukraine in early 2022 focused nuclear and other energy buyers on the risk attendant to dependence on Russian supplies, continuing Russian conduct has only strengthened the resolve of fuel purchasers to reduce that dependence.
Added
Projections suggest that 2026 electricity consumption for data centers alone will be the equivalent of the electricity consumption of Japan. Several significant power purchase agreements have been announced in recent months, including the largest-ever purchase agreement by Constellation Energy to power data centers owned by Microsoft for 835 megawatts of electricity.
Removed
Moreover, many nations, including the US, are considering increasing sanctions against Russia in 2024, related to what the Biden Administration most recently labeled Russia’s “aggression abroad and repression at home.” With this public condemnation of Russia’s conduct and the specter of additional sanctions, speculation is strong that the nuclear fuel buyers’ preference to non-Russian contracting will continue, including even a more broadly defined concept of what is considered Russian inventory.
Added
This agreement will result in the restart of the Three Mile Island Unit 1 nuclear reactor in Pennsylvania. While contributing 835 megawatts of carbon-free electricity to the grid, this historic project will create 3,400 jobs and offset approximately 61 million metric tons of CO 2 emissions over 20 years.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+10 added−25 removed4 unchanged
Biggest changeWhen potential impairment is indicated, management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, recoverable resources, and operating, capital, and reclamation costs.
Biggest changeCircumstances that could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; significant changes in expected capital, operating, or reclamation costs; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. ​ When potential impairment is indicated, management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, recoverable resources and operating, capital, and reclamation costs.
Proposed Transactions As is typical of the mineral exploration, development, and mining industry, we will consider and review potential merger, acquisition, investment and venture transactions and opportunities that could enhance shareholder value. Timely disclosure of such transactions is made as soon as reportable events arise. New Accounting Pronouncements Which were Implemented this Year None.
Proposed Transactions As is typical of the mineral exploration, development, and mining industry, we will consider and review potential merger, acquisition, investment and venture transactions and opportunities that could enhance shareholder value. Timely disclosure of such transactions is made as soon as reportable events arise.
The average spot market price was $95.00 per pound as of February 29, 2024. 68 Table of Contents Transactions with Related Parties During the fiscal year ended December 31, 2023, we did not participate in any reportable transactions with related parties.
The average spot market price was $64.80 per pound as of April 9, 2025. 65 Table of Contents Transactions with Related Parties During the fiscal year ended December 31, 2024, we did not participate in any reportable transactions with related parties.
When the carrying value of an asset exceeds the related undiscounted cash flows, the asset is written down to its estimated fair value, which is determined using discounted future net cash flows, or other measures of fair value. Depreciation Depreciation is calculated using a declining balance method for most assets except for the plant enclosure and related equipment.
When the carrying value of an asset exceeds the related undiscounted cash flows, the asset is written down to its estimated fair value, which is determined using discounted future net cash flows, or other measures of fair value. Changes in these estimates may materially impact the carrying value of the assets.
Future sales would be impacted by both spot and long-term uranium price fluctuations.
Commodity Price Risk The Company is subject to market risk related to the market price of uranium. Future sales would be impacted by both spot and long-term uranium price fluctuations.
This liability is capitalized as part of the cost of the related asset and amortized over its remaining productive life.
This liability is capitalized as part of the cost of the related asset and amortized over its remaining productive life. The liability is accreted until it reaches the estimated future reclamation cost and remains until the Company settles the obligation. Changes in these estimates may materially impact the value of the obligations. ​
Removed
Interest rate risk Financial instruments that expose the Company to interest rate risk are its cash equivalents, deposits, restricted cash, and debt financings.
Added
New Accounting Pronouncements Which were Implemented this Year In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.
Removed
Our objectives for managing our cash and cash equivalents are to always maintain sufficient funds on hand to meet day-to-day requirements and to place any amounts that are considered more than day-to-day requirements on short-term deposit with the Company's financial institutions to earn interest.
Added
This ASU requires annual and interim disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss as well as the amount and composition of other segment items. All disclosure requirements under this ASU are also required for public entities with a single reportable segment.
Removed
Currency risk As of December 31, 2023, we maintained a balance of approximately $2.8 million Canadian dollars. The funds will be used to pay Canadian dollar expenses and are considered to be a low currency risk to the Company.
Added
This ASU is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. ​ Critical Accounting Estimates Our significant accounting policies are described in note 2 of Notes to Consolidated Financial Statements.
Removed
A hypothetical 10% weakening in the exchange rate of the Canadian dollar to the U.S. dollar as of December 31, 2023 would not have a material effect on our results of operations, financial position, or cash flows. Commodity Price Risk The Company is subject to market risk related to the market price of uranium.
Added
As described in note 2, we are required to make estimates and assumptions that affect the reported amounts and related disclosures of assets, liabilities, revenue, and expenses. Our estimates are based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business prospects.
Removed
Critical Accounting Policies and Estimates We have established the existence of uranium resources at the Lost Creek Property, but because of the unique nature of in situ recovery mines, we have not established, and have no plans to establish, the existence of proven and probable reserves at this project.
Added
Actual results may differ significantly from certain critical accounting estimates as discussed below. Inventory We allocate the production costs of the Lost Creek facility to estimated inventory quantities at various stages of production to determine inventory valuation. We estimate the net realizable value of the inventory based on estimated prices and revenues from the sale of the inventory.
Removed
Accordingly, we have adopted an accounting policy with respect to the nature of items that qualify for capitalization for in situ U 3 O 8 mining operations to align our policy to the accounting treatment that has been established as best practice for these types of mining operations.
Added
Our inventories are then valued at the lower of the estimated cost or net realizable value. Changes in these estimates may materially impact the value of the inventory. Impairment testing ​ Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.
Removed
The development of the wellfield includes injection, production and monitor well drilling and completion, piping within the wellfield and to the processing facility and header houses used to monitor production and disposal wells associated with the operation of the mine. These costs are expensed when incurred. Mineral Properties Acquisition costs of mineral properties are capitalized.
Added
Management applies significant judgment to assess mineral properties and capital assets for impairment indicators that could give rise to the requirement to conduct a formal impairment test.
Removed
When production is attained at a property, these costs will be amortized over a period of estimated benefit. Development costs including, but not limited to, production wells, header houses, piping and power will be expensed as incurred as we have no proven and probable reserves.
Added
Management did not identify impairment indicators that would require a formal impairment test. ​ Lost Creek has been the Company’s sole source of uranium concentrates produced and sold to generate sales revenues since 2013.
Removed
Exploration, Evaluation, and Development Costs Exploration and evaluation expenses consist of labor, annual mineral lease and maintenance fees and associated costs of the exploration geology department as well as land holding and exploration costs including drilling and analysis on properties which have not reached the permitting or operations stage.
Added
The economic viability of the Company’s mining activities, including the expected duration and profitability of Lost Creek and of any future ISR mines, such as Shirley Basin, has many risks and uncertainties.
Removed
Development expense relates to the Company’s Lost Creek, LC East, Lucky Mc and Shirley Basin projects, which are more advanced in terms of permitting and preliminary economic assessments.
Added
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 the mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) 66 Table of Contents 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 because of any one or more of these risks and uncertainties and there is no assurance that any mineral deposit from which we extract uranium or other minerals will result in profitable mining activities. ​ Asset Retirement Obligations For mining properties, various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore groundwater quality to the pre-existing quality or a concentration that supports a class of use after the completion of mining.
Removed
Development expenses include all costs associated with exploring, delineating, and permitting new or expanded mine units, the costs associated with the construction and development of permitted mine units including wells, pumps, piping, header houses, roads and other infrastructure related to the preparation of a mine unit to begin extraction operations as well as the cost of drilling and completing disposal wells. 69 Table of Contents Capital Assets Property, plant, and equipment assets, including machinery, processing equipment, enclosures, vehicles, and expenditures that extend the life of such assets, are recorded at cost including acquisition and installation costs.
Removed
The enclosure costs include both the building housing and the processing equipment necessary for the extraction of uranium from impregnated water pumped in from the wellfield to the packaging of uranium yellowcake for delivery into sales. These enclosure costs are combined as the equipment and related installation associated with the equipment is an integral part of the structure itself.
Removed
The costs of self-constructed assets include direct construction costs, direct overhead, and allocated interest during the construction phase. Impairment of Long-lived Assets The Company assesses the possibility of impairment in the net carrying value of its long-lived assets when events or circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable.
Removed
Depreciation on the plant enclosure and related equipment is calculated on a straight-line basis. Estimated lives for depreciation purposes range from three years for computer equipment and software to 20 years for the plant enclosure and the nameplate life of the related equipment.
Removed
The depreciable life of the Lost Creek plant, equipment, and enclosure was determined to be the nameplate life of the equipment housed in the processing plant as plans exist to continue to process materials from other sources, such as Shirley Basin, beyond the estimated production at the Lost Creek Property.
Removed
Inventory and Cost of Sales Our inventories are measured at the lower of cost or net realizable value based on projected revenues from the sale of that product.
Removed
We are allocating all costs of operations of the Lost Creek facility to the inventory valuation at various stages of production except for wellfield construction and disposal well costs which are treated as development expenses when incurred.
Removed
Depreciation of facility enclosures, equipment, and asset retirement obligations as well as amortization of the acquisition cost of the related property is also included in the inventory valuation. We do not allocate any administrative or other overhead to the cost of the product.
Removed
Asset Retirement Obligations For mining properties, various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore groundwater quality to the pre-existing quality or class of use after the completion of mining.
Removed
The liability accretes until it reaches the estimated future reclamation cost and remains until the Company settles the obligation. 70 Table of Contents Share-Based Compensation We are required to initially record all equity instruments including warrants, restricted share units and stock options at fair value in the financial statements.
Removed
Management utilizes the Black-Scholes model to calculate the fair value of the warrants and stock options at the time they are issued.
Removed
Use of the Black-Scholes model requires management to make estimates regarding the expected volatility of the Company’s stock over the future life of the equity instrument, the estimate of the expected life of the equity instrument and the number of options that are expected to be forfeited.
Removed
Determination of these estimates requires significant judgment and requires management to formulate estimates of future events based on a limited history of actual results. The fair value of the restricted share units is based on the intrinsic method, which uses the closing price of the common shares on the trading day immediately preceding the date of the grant.
Removed
Income taxes The Company accounts for income taxes under the asset and liability method which requires the recognition of future income tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities.
Removed
The Company provides a valuation allowance on future tax assets unless it is more likely than not that such assets will be realized.

Other URG 10-K year-over-year comparisons