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What changed in UR-ENERGY INC's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of UR-ENERGY INC's 2024 and 2025 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 2025 report.

+364 added282 removedSource: 10-K (2026-03-10) vs 10-K (2024-12-31)

Top changes in UR-ENERGY INC's 2025 10-K

364 paragraphs added · 282 removed · 170 edited across 7 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

81 edited+35 added4 removed98 unchanged
Biggest changeFailure 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.
Biggest changeIn either case, and in other cases, our obligations under the Convertible Notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of Convertible Notes or holders of our common shares may view as favorable. 41 Table of Contents 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.
A violation of any of these laws may result in the imposition of substantial fines and other penalties and potentially expose us to operational restrictions, suspension, administrative proceedings or litigation. Many of these laws and regulations have tended to become more stringent over time, which appears will continue to be the trend in coming years.
A violation of any of these laws may result in the imposition of substantial fines and other penalties and potentially expose us to operational restrictions, suspension, administrative proceedings or litigation. Many of these laws and regulations have tended to become more stringent over time, which appears may continue to be the trend in coming years.
Certain insurances may be cost prohibitive to maintain, and even if we carried all such insurances, the nature of the risks we face in our exploration and uranium production operations is such that liabilities could exceed policy limits in any insurance policy or could be excluded from coverage under an insurance policy.
Certain insurances may be unavailable or cost prohibitive to maintain, and even if we carried all such insurances, the nature of the risks we face in our exploration and uranium production operations is such that liabilities could exceed policy limits in any insurance policy or could be excluded from coverage under an insurance policy.
Global conflicts and geopolitics continue to have implications to the global economy and energy supplies; as a result, the impact to the nuclear fuel market remains uncertain. The global implications of the war in Ukraine remain difficult to predict.
Global conflicts and geopolitics continue to have implications to the global economy and energy supplies; as a result, the impact to the nuclear fuel market remains uncertain. Ongoing global implications of the war in Ukraine remain difficult to predict.
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.
Our operations require licenses and permits from various governmental authorities. We believe we hold all necessary licenses, permits and authorizations (together, Authorizations) under applicable laws and regulations to carry on the activities which we are currently conducting and hold or are pursuing such Authorizations for activities which are currently proposed, with reasonable expectations of timely receipt.
While we do not currently purchase goods and materials directly from China for our Lost Creek operations, our suppliers of electronics and instrumentation components may purchase necessary materials from China, and we may be indirectly affected if the market for Chinese products is further disrupted by sanctions, countersanctions or other events.
While we do not currently purchase goods and materials directly from China for our operations, our suppliers of electronics and instrumentation components may purchase necessary materials from China, and we may be indirectly affected if the market for Chinese products is further disrupted by sanctions, countersanctions or other events.
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.
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, 2025, and may be a PFIC in subsequent years.
Recent political and economic shifts, both domestic and international, may create uncertainty and pose risks to our operations and business. Government policies related to protectionism, economic nationalism and attitudes toward multinational corporations could result in regulatory changes, trade barriers, or investment restrictions.
Continuing political and economic shifts, both domestic and international, may create uncertainty and pose risks to our operations and business. Government policies related to protectionism, economic nationalism and attitudes toward multinational corporations could result in regulatory changes, trade barriers, or investment restrictions.
Until mineral reserves or mineral resources are mined and processed, the quantity of mineral resources and grades must be considered as estimates only and may be inaccurate. We have established the existence of uranium resources for certain uranium projects, including at the Lost Creek Property.
Until mineral reserves or mineral resources are mined and processed, the quantity of mineral resources and grades must be considered as estimates only and may be inaccurate. We have established the existence of uranium resources for certain uranium projects, including at the Lost Creek Property and Shirley Basin.
Additionally, international trade disputes including tariffs, counter-tariffs, export controls, sanctions and currency regulations may increase costs, further disrupt supply chains, and have other negative impacts on our business and operating models. Furthermore, market volatility, driven by shifts in US and foreign trade policies, fluctuating interest rates or currency controls, may affect commodity prices, capital availability and investor confidence.
Additionally, international trade disputes including tariffs, counter-tariffs, export controls, sanctions and currency regulations may increase costs, further disrupt supply chains, and have other negative impacts on our business and operating models. Furthermore, market volatility, driven by shifts in U.S. and foreign trade policies, fluctuating interest rates or currency controls, may affect commodity prices, capital availability and investor confidence.
We cannot accurately predict or estimate the impact of any such future laws or regulations, or future interpretations of existing laws and regulations, on our operations. Historic exploration activities have occurred on many of our properties, and mining and energy production activities have occurred on or near certain of our properties.
We cannot accurately predict or estimate the impact of any such future laws or regulations, or future interpretations of existing laws and regulations, on our operations. Historical exploration activities have occurred on many of our properties, and mining and energy production activities have occurred on or near certain of our properties.
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.
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 into operations in 2026. As a result, we must be able to continue to conduct exploration and develop additional mineral resources.
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.
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.
As well, the skilled professionals with expertise in geologic, engineering and process aspects of uranium in situ recovery, radiation safety and other facets of our business are currently in high demand, as there are relatively few professionals with both expertise and experience. The sustained downturn of the uranium production industry in recent years makes these challenges even more pronounced.
Also, the skilled professionals with expertise in geologic, engineering and process aspects of uranium in situ recovery, radiation safety, drilling and other facets of our business are currently in high demand, as there are relatively few professionals with both expertise and experience. The sustained downturn of the uranium production industry in recent years makes these challenges even more pronounced.
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.
Our systems and internal controls for protecting against such cybersecurity 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.
Environmental legislation and regulation continue to evolve in ways which may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, increased reclamation obligations and attendant costs (and costs of bonding), and a heightened degree of responsibility for companies and their officers, directors and employees.
Environmental legislation and regulation has continued to evolve in ways which may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, increased reclamation obligations and attendant costs (and costs of bonding), and a heightened degree of responsibility for companies and their officers, directors and employees.
While we have not experienced any material incident, any significant breakdown of those systems, whether through virus, cyber-attack, security breach, theft, or other destruction, invasion or interruption, or unauthorized access to our systems, by employees, others with authorized access to our systems or unauthorized persons, could negatively impact our business and operations.
While we have not experienced any material incident, any significant breakdown of those systems, whether through virus, cyberattack, security breach, theft, or other destruction, invasion or interruption, or unauthorized access to our systems, by employees, others with authorized access to our systems or unauthorized persons, could negatively impact our business and operations.
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 electric utility industry in the U.S. and worldwide.
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.
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.
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.
To the extent that any cyberattack 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.
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.
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. 34 Table of Contents Requirements for our products and services may be affected by technological changes, including artificial intelligence, in nuclear reactors, enrichment, and used uranium fuel reprocessing.
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.
Risks Factors Related to our Financing and 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 Shirley Basin and our exploration projects.
We may be required to obtain additional types of insurance or increase existing coverage amounts due to changes in regulation of the mining and nuclear fuel cycle industries. Additionally, we utilize a bonding surety program for our regulatory, reclamation and restoration obligations at Lost Creek and Shirley Basin.
We may be required to obtain additional types of insurance or increase existing coverage amounts due to changes in exposure to risk, or regulation of the mining and nuclear fuel cycle industries. Additionally, we utilize a bonding surety program for our regulatory, reclamation and restoration obligations at Lost Creek and Shirley Basin and our exploration projects.
Acquisitions and integration may disrupt our business, and we may not obtain full anticipated value of certain acquisitions due to the condition of the markets. From time to time, we examine opportunities to acquire additional mining assets and businesses.
Acquisitions and integration may disrupt our business, and we may not obtain full anticipated value of certain acquisitions due to the condition of the markets. We continue to examine opportunities to acquire additional mining assets and businesses.
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.
From time to time, certain of our directors may also be 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.
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.
Production and 39 Table of Contents operational cost estimates are affected by changes in production levels and may be affected by inflation and cost-of-goods due to supply chain or other 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 conditions 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 41 Table of Contents 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. Item 1B.
To the extent these conditions 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 cybersecurity, 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. Item 1B.
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.
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, borrowing of funds or other debt structures, project financing, or the sale of our interests in assets.
There is no certainty that any expenditures we made will result in discoveries of commercial quantities of uranium production. There is aggressive competition within the uranium mining industry for the discovery, acquisition and development of properties considered to have commercial potential.
There is no certainty that any expenditures we make will result in development or production of commercial quantities of uranium. There is aggressive competition within the uranium mining industry for the discovery, acquisition and development of properties considered to have commercial potential.
If such historic activities have resulted in releases or threatened releases of regulated substances to the environment, or historic activities require remediation, potential liability may exist under federal or state remediation statutes for which we may be inadequately bonded or insured.
If such historical activities have resulted in releases or threatened releases of regulated substances into the environment, or historical activities require remediation, potential liability may exist under federal or state remediation statutes for which we may be inadequately bonded or insured.
Continuing challenges in operations at Lost Creek and delays, cost overruns or operational challenges at Shirley Basin could affect our ability to achieve our production plans, and timely deliveries of contractual commitments to our customers, thereby negatively affecting our business, financial condition, results of operations and cash flow. Our mining operations involve significant hazards and risks and the possibility of uninsured losses.
Continuing challenges in operations at Lost Creek and delays, cost overruns or operational challenges at Shirley Basin could affect our ability to achieve our production plans and therefore affect timely delivery of contractual commitments to our customers, thereby negatively affecting our business, financial condition, results of operations and cash flow. 35 Table of Contents Our mining operations involve significant hazards and risks and the possibility of uninsured losses.
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.
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 new to our industry and others who are approaching retirement age.
Certain recent judicial decisions affecting agency decisions and Administrative Procedures Act precedents, as well as recent agency actions and the significant restrictions proposed by the current U.S. federal administration related to agency staffing and permitting procedures and timelines all are an evolving landscape and create uncertainty and possible additional cost, delays, litigation and negative effects for our business and operations.
Certain recent judicial decisions affecting agency decisions and Administrative Procedures Act precedents, as well as recent agency actions and the significant restrictions created by the current U.S. federal administration related to agency staffing and permitting procedures and timelines all create uncertainty and possible additional cost, delays, litigation and negative effects for our business and operations.
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.
Notwithstanding recent changes in NEPA process timelines, 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.
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 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 from 2016 to 2020.
Nuclear energy competes with other existing sources of energy, including natural gas, oil, coal, hydroelectricity and renewable energy sources and potentially other sources of energy, such as fusion, in the future.
Nuclear energy competes with other existing sources of energy, including natural gas, oil, coal, hydroelectricity, wind and solar, geothermal and potentially other sources of energy, such as fusion, in the future.
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.
We have secured term sales contracts for annual base commitments between 800,000 and 1,400,000 pounds U 3 O 8 annually between 2026 and 2030, with at least 100,000 pounds U 3 O 8 committed in each of 2032 and 2033.
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.
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 cybersecurity, 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. Changing global and regional political and economic conditions could adversely impact our business.
While there remain large areas of our Lost Creek Project which require additional exploration, we will need to continue to explore all project areas of the Lost Creek Property and our other mineral properties in Wyoming, or acquire additional, known mineral resource properties to replenish our mineral resources and sustain continued operations.
While there remain large areas of our Lost Creek Project which require additional exploration, we will need to continue to explore all project areas of the Lost Creek Property and our other mineral properties in Wyoming including those in the 36 Table of Contents Great Divide Basin, or acquire additional, known mineral resource properties to replenish our mineral resources and sustain continued operations.
Possible amendments to the General Mining Law could make it more difficult or impossible for us to execute our business plan. Members of the U.S. Congress have repeatedly introduced bills which would materially amend or replace the provisions of the General Mining Law.
Possible amendments to the General Mining Law could make it more difficult or impossible for us to execute our business plan. Numerous bills have been introduced in the U.S. Congress which, if enacted, would materially amend or replace the provisions of the General Mining Law.
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.
These technological changes could decrease 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, including artificial intelligence, that provide them an advantage over our operations.
Under 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.
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.
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.
We estimate life of mine when we prepare our mineral resource estimates, but those estimates may not be correct. Our property title and rights may be uncertain and could be challenged.
Similarly, we market our product to a limited number of purchasers in competition with supplies from a very limited number of competitors, most of whom currently are state-sponsored operations producing at lower, subsidized costs.
Similarly, we market our product to a limited number of purchasers in competition with supplies from a very limited number of competitors, most of which continue to be state-sponsored operations producing at lower, subsidized costs.
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 .
Although current spot pricing remains significantly improved from those lows, pricing continues to demonstrate volatility: at December 31, 2024, the price of U 3 O 8 was $72.63 per pound and at December 31, 2025, the price was $81.55 per pound U 3 O 8 .
These challenges may continue at Lost Creek until steady-state full rates of production are reached and maintained. As we build out Shirley Basin, we may encounter delays in construction, availability of materials and equipment, labor and contractor availability on a timely basis and other construction and ramp-up challenges.
These challenges may continue at Lost Creek until steady-state full rates of production are reached and maintained. As we complete the build out of Shirley Basin and commission its production operations, we may encounter delays in construction, availability of materials and equipment, timely labor and contractor availability and other construction, commissioning and ramp-up challenges.
Such licenses and permits are subject to changes in regulations and changes in various operating circumstances.
Such Authorizations are subject to changes in regulations and changes in various operating circumstances.
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.
Because of the highly uncertain and dynamic nature of the wars in Ukraine and the Middle East, and other global conflicts and related geopolitics, it remains difficult to estimate the impact on our business.
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.
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, including succession planning, as could our inability to recruit and retain qualified employees, contractors and management at a pace to support our growth plans.
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.
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.
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.
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.
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.
Risk Factors Related to our Mining Operations Operational and related challenges may continue as we return to steady-state operations at Lost Creek and complete the build out and commissioning of production operations at Shirley Basin. Delays may affect our timely delivery into contractual commitments. Challenges have been encountered in our return to commercial production operations at Lost Creek.
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.
Therefore, if our share price does not appreciate, our investors may not realize gains 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.
The trading price of our common shares may also be significantly affected by short-term changes in the price of uranium. The market price of the Company’s securities is affected by many other variables which may be unrelated to our success and are, therefore, not within our control.
The market price of the Company’s securities is affected by many other variables which may be unrelated to our success and are, therefore, not within our control.
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.
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.
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.
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.
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.
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. Inflation and supply chain challenges are likely to continue for the foreseeable future.
In addition, if we proceed to production on any other property or new geologic horizon, we must obtain and comply with permits and licenses which will contain specific operating conditions. There can be no assurance that we will be able to obtain such permits and licenses or that we will be able to comply with any and all such conditions.
In addition, if we proceed to production on any other property or new geologic horizon, we must obtain and comply with permits and licenses which will contain 37 Table of Contents specific operating conditions.
We will use commercially reasonable efforts to make available to U.S. shareholders, upon their written request for each year in which the Company may be a PFIC, a PFIC annual information statement with respect to the Company and with respect to each such subsidiary that we determine may be a PFIC.
We will use commercially reasonable efforts to make available to U.S. shareholders, upon their written request for each year in which the Company may be a PFIC, a PFIC annual information statement with respect to the Company and with respect to each such subsidiary that we determine may be a PFIC. 42 Table of Contents Special adverse rules that impact certain estate planning goals could apply to our common shares if we are a PFIC.
Any loss or damage of the uranium may not be fully covered or absolved by contractual arrangements with the conversion facility. We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks associated with implementation and integration. We depend upon information technology systems in a variety of ways throughout our operations.
We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks associated with implementation and integration. We depend upon information technology systems in a variety of ways throughout our operations.
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.
Costs and availability of materials and equipment have stabilized somewhat since the post-pandemic period, though there are still inflationary impacts to the economy. 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.
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.
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.
These factors could also significantly negatively affect the market price of our common shares and our ability to raise capital. The trading price of our common shares may experience substantial volatility. The market price of our common shares has experienced and may continue to experience substantial volatility that is unrelated to the Company’s financial condition or operations.
The market price of our common shares has experienced and may continue to experience substantial volatility that is unrelated to the Company’s financial condition or operations. The trading price of our common shares may also be significantly affected by short-term changes in the price of uranium.
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.
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. We anticipate the start up and commissioning of our second uranium in situ recovery facility, Shirley Basin, during 2026 H1.
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.
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.
The war is likely to continue to have an adverse effect on energy and economic markets, including the nuclear fuel industries, because of the vast reliance by the U.S. and other nations on uranium products exported from Russia and Russian-controlled or influenced sources.
The war is likely to continue to have an adverse effect on energy and economic markets, including the nuclear fuel industries, because of the vast reliance by the U.S. and other nations on uranium products exported from Russia and Russian-controlled or influenced sources. 44 Table of Contents 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 cybersecurity threats.
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.
Recurring consideration of additional EPA rulemakings, CERCLA revisions and other changes and further restrictions, including with respect to the regulations promulgated pursuant to the General Mining Law and the ongoing NRC rulemaking related to uranium in situ recovery, could have significant impacts on our operations and other mineral projects.
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.
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.
These other energy sources are to some extent interchangeable with nuclear energy, and their relative availability and cost may result in lower demand for uranium concentrate and uranium conversion services. Technical advances in and government support and subsidies for renewable energy sources could make these forms of energy more viable and have a greater impact on nuclear fuel demands.
These other energy sources are to some extent interchangeable with nuclear energy, and their relative availability and cost may result in lower demand for uranium concentrate and uranium conversion services.
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.
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. Conversion of the Convertible Notes may dilute the ownership interest of our shareholders or may otherwise depress the price of our common shares.
During the extended downturn in the uranium market, resulting in our reduced operations at Lost Creek and related conservative preservation of our treasury, we did not pursue exploration for additional mineral resources. Although we intend to reinvigorate those programs, there can be no assurance we will discover additional economic uranium mineral resources to sustain and extend our operations.
During the extended downturn in the uranium market, we did not pursue exploration programs to add mineral resources to our portfolio. Although we initiated an exploration program in 2025 which we plan to continue in 2026, there can be no assurance we will discover additional economic uranium mineral resources to sustain and extend our operations.
The uncertainty of the time for and outcome of regulatory processes has grown substantially as the new administration’s Department of Government Efficiency has begun to eliminate jobs, funding and other resources.
The uncertainty of the time for and outcome of regulatory processes has grown substantially as the current administration in the U.S. has eliminated jobs, funding and other resources.
We may also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into our operations.
We may be required to expend significant additional resources to continue to modify and enhance our protective measures or to investigate, restore or remediate any information technology security vulnerabilities. 43 Table of Contents We may also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into our operations.
Continued volatility in the equity markets, particularly the commodities and energy markets, as well as current interest rates, may increase the costs attendant to either equity or debt financing. There is no assurance that such funding will be available to us to fund continued development or future exploration at Lost Creek or the construction and ramp-up of Shirley Basin.
There is no assurance that such funding will be available to us to fund continued ramp up of at Lost Creek, construction and commissioning ramp-up of Shirley Basin and exploration in the Great Divid Basin.
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.
Although generally fully staffed at both Lost Creek and Shirley Basin, we continue to hire and train new employees as turnover occurs. 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.
Although to date we have experienced no such attack resulting in material losses, we may suffer such losses at any time in the future. We may be required to expend significant additional resources to continue to modify and enhance our protective measures or to investigate, restore or remediate any information technology security vulnerabilities.
Although to date we have experienced no such attack resulting in material losses, we may suffer such losses at any time in the 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.
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.
From time to time, we may need to recruit additional qualified employees, contractors and service providers to supplement existing management and personnel and to implement various aspects of our succession planning. We continue to hire and train employees for Lost Creek’s renewed operation and we have begun to hire staff for Shirley Basin.
Recent changes in our executive team, will require successful execution on our succession planning. From time to time, we will need to recruit additional qualified employees, contractors and service providers to supplement existing management and personnel and to implement various aspects of our succession planning and business and growth plans.
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.
These threats are increasing in number and severity and broadening in type of risk through both private and state-sponsored threat actors. This includes growing threats resulting from geopolitical tensions with China and Russia and ongoing conflicts, and the cyberattacks arising in those contexts, all of which may continue to broaden.
Special adverse rules that impact certain estate planning goals could apply to our common shares if we are a PFIC. Each U.S. shareholder should consult its own tax advisor regarding the U.S. federal, state and local consequences of the PFIC rules, and regarding the QEF and mark-to-market elections.
Each U.S. shareholder should consult its own tax advisor regarding the U.S. federal, state and local consequences of the PFIC rules, and regarding the QEF and mark-to-market elections. General Risk Factors Our insurance coverage, bonding surety arrangements and indemnifications for our inventory could be insufficient or change in adverse ways in the future.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWith 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.
Biggest changeTogether with our Chief Financial Officer, our internal management has relevant expertise gained from a cumulative 35 years’ experience. With respect to cybersecurity, our consultants 45 Table of Contents support our risk assessment and scoring, securing devices and networks, vulnerability management, proactive monitoring, responding to cyber threats and more.
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.
We have not identified an indication of a substantive cybersecurity 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.
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.
Among other things, the Audit Committee discusses with management the Company’s major policies with respect to risk assessment and risk management, including cybersecurity, 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.
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.
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.
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.
For additional information regarding risks from cybersecurity threats, please refer to Item 1A, “Risk Factors,” above. Item 3. LEGAL PROCEEDINGS None. 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”). 43 Table of Contents PART II
MINE SAFETY DISCLOSURE Our operations 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”). 46 Table of Contents PART II
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.
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. With 15 years’ professional experience, our IT Manager has extensive expertise in the information technology and cybersecurity fields.
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.
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.
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Additionally, with the growth of our business, we are upgrading and enhancing our systems to improve operational efficiencies and security while remaining cognizant of new and changing threats. As our systems are modified and upgraded, all personnel are notified, with instruction as appropriate.
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They act as our security operations center, as well as a seamless extension of our IT department. 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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 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
Biggest changeItem 4. Mine Safety Disclosure 46 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 47

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs 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.
Biggest changeAs of March 4, 2026, we had 397,328,219 Common Shares issued and outstanding; no preferred shares are issued and outstanding. We estimate that we have approximately 8,600 record holders of our Common Shares. The holders of the Common Shares are entitled to one vote per share at all meetings of our shareholders.
Recent 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.
Recent Sales of Unregistered Securities During the fiscal years ended December 31, 2025 and 2024 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, 2025. Item 6.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. Reserved 44 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 45 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 65 Item 8. Financial Statements and Supplementary Data 67
Biggest changeItem 6. Reserved 47 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 48 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 70 Item 8. Financial Statements and Supplementary Data 73

Item 7. Management's Discussion & Analysis

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

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Biggest changeWe 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.
Biggest changeYear Ended December 31, 2025, Compared to Year Ended December 31, 2024 The following table summarizes the results of operations for the years ended December 31, 2025, and 2024: Results of Operations Year Ended (expressed in thousands of U.S. dollars, December 31, except per share and non-GAAP per pound data) 2025 2024 Change Sales 27,207 33,706 (6,499) Cost of sales (27,133) (42,679) 15,546 Gross profit (loss) 74 (8,973) 9,047 Operating costs (69,454) (54,116) (15,338) Operating profit (loss) (69,380) (63,089) (6,291) Interest income 2,407 3,677 (1,270) Interest expense (1,947) (336) (1,611) Mark to market gain (loss) (6,124) 6,444 (12,568) Foreign exchange gain (loss) (26) 80 (106) Other income (loss) 172 35 137 Net income (loss) (74,898) (53,189) (21,709) Foreign currency translation adjustment (145) 471 (616) Comprehensive income (loss) (75,043) (52,718) (22,325) Earnings (loss) per common share: Basic (0.20) (0.17) (0.03) Diluted (0.20) (0.17) (0.03) U 3 O 8 pounds sold 440,000 570,000 (130,000) U 3 O 8 price per pound sold 61.77 58.15 3.62 U 3 O 8 cost per pound sold 55.52 64.34 (8.82) U 3 O 8 profit (loss) per pound sold 6.25 (6.19) 12.44 Sales Sales per the consolidated financial statements include U 3 O 8 product sales and disposal fees and consists of the following: Year Ended Sales December 31, (expressed in thousands of U.S. dollars) 2025 2024 Change U 3 O 8 product sales 27,179 33,146 (5,967) Disposal fees 28 560 (532) 27,207 33,706 (6,499) 62 Table of Contents Due to the nature of our contracts, we have a limited number of deliveries, which do not occur consistently during the year.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Business Overview The following discussion is designed to provide information that we believe necessary for an understanding of our financial condition, changes in financial condition and results of our operations.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Business Overview The following discussion is designed to provide information that we believe necessary for an understanding of our financial condition, changes in our financial condition and results of our operations.
The resulting inventoried cost per pound is compared to the NRV of the product, which is based on the estimated sales price of the product, net of any necessary costs to finish the product. Any inventory value in excess of the NRV is charged to cost of sales in the financial statements.
The resulting inventoried cost per pound is compared to the NRV of the product, which is based on the estimated sales price of the product, net of any necessary costs to finish the product. Any inventory value in excess of the NRV is charged to cost of sales in the consolidated financial statements.
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%.
The combined 2024 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%.
This license approved access to six planned mine units in addition to the already licensed three mine units at Lost Creek.
This license amendment approved access to six planned mine units in addition to the already licensed three mine units at Lost Creek.
The loss was driven by the sale of non-produced pounds, which were 54 Table of Contents purchased and borrowed at an average cost of $75.87 per pound. The non-produced pounds were delivered into a sales contract that was executed in 2022 when the long-term price was between $43 and $52 per pound.
The loss was driven by the sale of non-produced pounds, which were purchased and borrowed at an average cost of $75.87 per pound. The non-produced pounds were delivered into a sales contract that was executed in 2022 when the long-term price was between $43 and $52 per pound.
U 3 O 8 cost of sales includes ad valorem and severance taxes related to the extraction of uranium, all costs of wellfield and plant operations including the related depreciation and amortization of capitalized assets, reclamation, and mineral property costs, plus product distribution costs. These costs are also used to value inventory.
U 3 O 8 cost of sales includes ad valorem and severance taxes related to the extraction of uranium, all costs of wellfield operations, plant operations, site administration, and product distribution costs, including the related depreciation and amortization of capitalized assets, asset retirement costs, and mineral property costs. These costs are also used to value inventory.
The warrants expire in February 2026. 2024 Underwritten Public Offering On July 29, 2024, the Company closed an underwritten public offering of 57,150,000 common shares at a price of $1.05 per common share. The Company also granted the underwriters a 30-day option to purchase up to 8,572,500 additional common shares on the same terms.
The remaining 13,501 warrants expired on February 20, 2026. 2024 Underwritten Public Offering On July 29, 2024, the Company closed an underwritten public offering of 57,150,000 common shares at a price of $1.05 per common share. The Company also granted the underwriters a 30-day option to purchase up to 8,572,500 additional common shares on the same terms.
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.
Federal Deposit Insurance Corporation (“FDIC”), leaving approximately $134.7 million at risk on December 31, 2025, 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, 2025.
Currency risk As of December 31, 2024, we maintained a balance of approximately $2.7 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.
Currency Risk As of December 31, 2025, we maintained a balance of approximately $3.6 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.
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.
In 2025, we utilized the Amended Sales Agreement for gross proceeds of $16.0 million from sales of 10,619,331 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.
The non-produced pounds were used to meet a 300,000-pound delivery requirement in 2024 Q4, which resulted in an average U 3 O 8 loss of approximately $20.87 per pound sold and contributed to the larger gross loss in 2024.
In 2024, the Company purchased 300,000 pounds with cash at spot uranium prices and borrowed 250,000 pounds. The non-produced pounds were used to meet a 300,000-pound delivery requirement in 2024 Q4, which resulted in an average U 3 O 8 loss of approximately $20.87 per pound sold and contributed to the larger gross loss in 2024.
As of December 31, 2024, the Company’s current financial liabilities consisted of accounts payable and accrued liabilities of $4.5 million, the current portion of leases payable of $0.3 million and the repayment of the inventory loan currently valued at $18.2 million.
As of December 31, 2025, the Company’s current financial liabilities consisted of accounts payable and accrued liabilities of $10.4 million, the current portion of leases payable of $0.5 million and the repayment of the inventory loan currently valued at $16.6 million.
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.
The diluted loss per common share is equal to the basic loss per common share in periods of loss due to the anti-dilutive effects of outstanding stock awards and convertible securities. 65 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 $87.1 million as of December 31, 2024, to $135.3 million as of December 31, 2025.
As of December 31, 2024, we had $76.1 million of cash and cash equivalents, $16.5 million in accounts receivable and $20.7 million in inventory. Interest rate risk The Company has completed a sensitivity analysis to estimate the impact that a change in interest rates would have on the net loss and considers the change to be a low interest rate risk to the Company.
As of December 31, 2025, we had $123.9 million in cash and cash equivalents, no trade receivables and $24.3 million in inventory. Interest Rate Risk The Company has completed a sensitivity analysis to estimate the impact that a change in interest rates would have on the net loss and considers the change to be a low interest rate risk to the Company.
Our phased hiring program is anticipated to allow for more thorough safety and task training of staff prior to commencement of operations. We look forward to the commencement of operations at Shirley Basin, as it will diversify our production sources and further support our efforts to remain a leading U.S. uranium producer.
We look forward to the commencement of production operations at Shirley Basin, as it will diversify our production sources and further support our efforts to remain a leading U.S. uranium producer.
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.
Commissioning new production areas, including the recovery of U 3 O 8 in MU2, and the restart of plant operations, not unexpectedly, have come with unique start-up issues. As the plant has been recommissioned, we have encountered equipment and process issues which we continue to optimize.
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.
After fees and expenses of $3.8 million, net proceeds to the Company were approximately $65.2 million. Liquidity Outlook We have multi-year sales contracts in place with eight customers and realized revenues of $27.2 million from the sale of 440,000 pounds U 3 O 8 in 2025.
During 2024, we purchased 300,000 pounds and borrowed 250,000 pounds at an average cost of $75.87 per pound to meet 2024 delivery requirements and to establish a sufficient base inventory position for 2025.
The produced pounds were captured and drummed during the initial ramp up period at a higher average cost per pound when the mine operated at lower production levels. During 2024, we purchased 300,000 pounds and borrowed 250,000 pounds at an average cost of $75.87 per pound to meet 2024 delivery requirements and to establish a base inventory position for 2025.
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 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, drying and drumming.
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.
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 first mine unit and other development costs.
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.
The registration statement became effective July 19, 2023, for a three-year period. On July 19, 2023, we entered into an 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 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.
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. The Sales Agreement was filed in conjunction with a universal shelf registration statement on Form S-3, effective May 27, 2020, which has now expired.
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.
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.
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.
Outstanding Share Data As of December 31, 2025, and 2024, the Company’s capital consisted of the following: Share Data December 31, 2025 December 31, 2024 Common shares 378,169,709 364,101,038 Shares issuable upon the exercise or redemption of: Stock options 8,883,608 8,594,492 Restricted share units 1,127,706 1,069,645 Warrants 19,136,750 19,520,500 407,317,773 393,285,675 Off Balance Sheet Arrangements We have not entered into 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.
The amendment adds HJ and KM geological horizons within the area that is immediately adjacent to the existing permit and provides for an additional mine unit in the HJ geological horizon for the existing permitted area. Water Quality Division (“WQD”) continues to work with EPA toward the issuance of the required aquifer exemption for the expanded area.
During 2025, the Wyoming Department of Environmental Quality (“WDEQ”), Land Quality Division (“LQD) approved the LC East and KM horizon amendment, which adds HJ and KM geological horizons within the area that is immediately adjacent to the existing permit and provides for an additional mine unit in the HJ geological horizon for the existing permitted area.
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.
The following two tables provide a reconciliation of U 3 O 8 price per pound sold and U 3 O 8 cost per pound sold to the consolidated financial statements. U 3 O 8 Price per Pound Sold Calculation Unit 2024 2025 Sales per financial statements $000 33,706 27,207 Disposal fees $000 (560) (28) U 3 O 8 sales $000 33,146 27,179 U 3 O 8 pounds sold lb 570,000 440,000 U 3 O 8 price per pound sold $/lb 58.15 61.77 Sales per the consolidated financial statements includes U 3 O 8 sales and disposal fees.
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.
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. As amended, the principal was payable in quarterly installments with the last payment due on October 1, 2024. The final payment was made March 27, 2024, after which the loan was paid in full.
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.
Ritchie obtained his J.D. from the University of Virginia School of Law and his B.S.B.A in accounting from Georgetown University. 53 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 product sales, product costs, product profits, pounds sold, price per pound sold, cost per pound sold, and product profit (loss) per pound sold.
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”).
We made principal payments of $0.7 million related to vehicle and equipment leases. 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”).
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.
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. 54 Table of Contents U 3 O 8 Product Sales The following table provides information on our U 3 O 8 product sales. U 3 O 8 Product Sales Unit 2024 2025 U 3 O 8 Product Sales Produced $000 16,646 20,856 Non-produced $000 16,500 6,323 $000 33,146 27,179 U 3 O 8 Pounds Sold Produced lb 270,000 330,000 Non-produced lb 300,000 110,000 lb 570,000 440,000 U 3 O 8 Price per Pounds Sold Produced $/lb 61.65 63.20 Non-produced $/lb 55.00 57.48 $/lb 58.15 61.77 In 2024, we delivered 570,000 pounds into term contracts at an average price per pound sold of $58.15.
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 2025 price per pound sold resulted from normal escalation factors in the existing term contracts. 55 Table of Contents U 3 O 8 Product Costs The following table provides information on our U 3 O 8 product costs. U 3 O 8 Product Costs Unit 2024 2025 U 3 O 8 Product Costs Ad valorem and severance taxes $000 287 1,133 Cash costs $000 10,908 13,021 Non-cash costs $000 2,719 3,211 Produced $000 13,914 17,365 Non-produced $000 22,760 7,065 $000 36,674 24,430 U 3 O 8 Pounds Sold Produced lb 270,000 330,000 Non-produced lb 300,000 110,000 lb 570,000 440,000 U 3 O 8 Cost per Pound Sold Ad valorem and severance taxes $/lb 1.06 3.43 Cash costs $/lb 40.40 39.46 Non-cash costs $/lb 10.07 9.73 Produced $/lb 51.53 52.62 Non-produced $/lb 75.87 64.23 $/lb 64.34 55.52 In 2024, we delivered 570,000 pounds into term contracts at an average U 3 O 8 cost per pound sold of $64.34.
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.
Operating Costs The following table summarizes the operating costs for the years ended December 31, 2025, and 2024: Year Ended Operating Costs December 31, (expressed in thousands of U.S. dollars) 2025 2024 Change Exploration and evaluation 4,899 3,803 1,096 Development 54,430 41,509 12,921 General and administration 8,880 8,044 836 Accretion of asset retirement obligations 1,245 760 485 69,454 54,116 15,338 Total operating costs increased $15.3 million in 2025.
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.
Initial revaluation losses on the derivative instruments related to the convertible notes in December 2025 increased the mark-to-market loss in 2025. Earnings (loss) per Common Share The basic and diluted loss per common share was $0.20 and $0.17 for the years ended December 31, 2025, and 2024, respectively.
The following table summarizes the development costs included in operating costs for the years ended December 31, 2024 and 2023: (expressed in thousands of U.S. dollars) Year Ended December 31, Development Costs 2024 2023 Change Lost Creek mine unit development 33,975 15,335 18,640 Lost Creek disposal well development 4,173 4,362 (189) Shirley Basin mine development 3,274 560 2,714 Other development 87 139 (52) 41,509 20,396 21,113 Development expenses increased approximately $21.1 million in the year ended December 31, 2024.
The following table summarizes the development costs included in operating costs for the years ended December 31, 2025, and 2024: Year Ended Development Costs December 31, (expressed in thousands of U.S. dollars) 2025 2024 Change Lost Creek mine unit development 36,967 33,975 2,992 Lost Creek disposal well development 913 4,173 (3,260) Shirley Basin mine unit development 16,481 3,274 13,207 Other development 69 87 (18) 54,430 41,509 12,921 The Company is considered an exploration stage issuer and expenses its pre-production development costs.
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.
In 2025, we delivered 440,000 pounds into term contracts at an average U 3 O 8 cost per pound sold of $55.52. Our 2024 sales consisted of 270,000 produced pounds and 300,000 non-produced pounds.
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 gross proceeds to Ur-Energy from this offering were approximately $46.1 million. After fees and 66 Table of Contents expenses of $3.0 million, net proceeds to the Company were approximately $43.1 million. Prior to their expiry, 39,086,499 warrants were exercised to purchase 19,543,249 common shares at $1.50 per common share for proceeds of $29.3 million.
We received sales proceeds of $33.1 million for the 570,000 pounds U 3 O 8 sold. To establish a strong product inventory, we purchased 300,000 pounds U 3 O 8 in Q4 2024 at an average cost of $80.61. Additionally, we secured an inventory loan facility under which we borrowed 250,000 pounds U 3 O 8 in December 2024.
We received sales proceeds of $27.2 million for the 440,000 pounds U 3 O 8 sold to our customers. To maintain a strong product inventory, we purchased 100,000 pounds U 3 O 8 in 2025 Q4 at an average cost of $82.25.
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.
Exploration and evaluation expense consists of labor and the associated costs of the geology, evaluation, and regulatory departments, as well as land holding and exploration costs on properties that have not reached the development or operations stage.
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.
General and administration expenses relate to the administration, finance, investor relations, land, and legal functions, and consist principally of personnel, facility, and support costs.
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 have sales agreements with various global nuclear purchasers which provide for deliveries between 2026 and 2033 as follows: Base Quantity Year (U 3 O 8 Pounds) 2026 (1) 1,300,000 2027 1,150,000 2028 1,400,000 2029 900,000 2030 800,000 2031 2032 100,000 2033 100,000 5,750,000 (1) The 2026 base quantity was adjusted to recognize that certain customers elected to flex up their 2026 deliveries. 50 Table of Contents Shirley Basin Project During 2025, we continued to advance wellfield drilling and development at our Shirley Basin project in Carbon County, Wyoming, and, in August 2025, initiated construction of the Shirley Basin plant facility.
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.
Under the current prospectus supplement to the registration statement, we may sell up to $70 million from time to time through or to the Agents pursuant to the Amended Sales Agreement.
The annual production of U 3 O 8 from wellfield production and toll processing of loaded resin or yellowcake slurry will not exceed two million pounds equivalent of dried U 3 O 8 product.
The annual production of U 3 O 8 from wellfield production and toll processing of loaded resin or yellowcake slurry will not exceed two million pounds equivalent of dried U 3 O 8 . 51 Table of Contents Casper Construction and Operations Facilities Throughout 2025, our Casper construction shop ramped up its work to progress from supplying header houses solely to Lost Creek to advancing timely deliveries of header houses to both our production sites.
We expect to realize revenues of $27.1 million from the sale of 440,000 pounds of uranium in 2025. As of April 9, 2025, we had 368,540 pounds of conversion facility inventory having made three shipments totaling 106,301 pounds to the conversion facility through March 2025.
We expect to realize revenues of up to $82.9 million from the sale of as many as 1,300,000 pounds of uranium in 2026. As of March 4, 2026, we had 379,197 pounds of conversion facility inventory including two shipments totaling 69,606 pounds made in 2026, the last of which was enroute to the conversion facility on March 4, 2026.
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.
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. U 3 O 8 Cost per Pound Sold Calculation Unit 2024 2025 Cost of sales per financial statements $000 42,679 27,133 Lower of cost or NRV adjustment $000 (6,005) (2,703) U 3 O 8 product costs $000 36,674 24,430 U 3 O 8 pounds sold lb 570,000 440,000 U 3 O 8 cost per pound sold $/lb 64.34 55.52 Cost of sales per the consolidated financial statements includes U 3 O 8 costs of sales and lower of cost or net realizable value (“NRV”) adjustments.
We have reached agreement to defer the anticipated 2025 delivery of 300,000 pounds U 3 O 8 into 2026 H1, after which our sales in 2025 are projected to be 440,000 pounds U 3 O 8 into our sales agreements. Sales Agreements Beginning in 2022, we have secured seven multi-year sales agreements with global nuclear purchasers.
Our sales in 2026 are currently projected to be 1,300,000 pounds U 3 O 8 into our existing sales agreements in addition to the planned return of 250,000 pounds U 3 O 8 to the lender under our inventory loan facility. Sales Agreements We currently have multi-year sales agreements with eight global nuclear energy companies.
These rates are consistent with the high historic inflow of water into the underground workings at Shirley Basin in the early 1960s that drove innovation toward in situ mining at the project and resulted in the recovery of 1.5 million pounds of U 3 O 8 through ISR, before other mining methods were initiated.
The higher flow rates are within the range of 70-80 gpm, which is consistent with the high historical inflow of water into the underground workings at Shirley Basin in the early 1960s that drove innovation toward in situ mining at the project.
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.
Lost Creek Regulatory Proceedings The first two mine units at Lost Creek have all permits necessary for commercial level operations.
In 2024, we sold 270,000 produced pounds with a cost per pound sold of $51.53 and 300,000 non-produced pounds at a cost per pound sold of $75.87, which resulted in total U 3 O 8 product costs of $36.7 million or $64.34 per pound.
NRV adjustments during 2025 were $2.7 million. During 2024, we sold 570,000 pounds at an average cost of $64.34 per pound for U 3 O 8 product costs of $36.7 million.
We also realized revenues from disposal fees of $0.6 million and $0.4 million in 2024 and 2023, respectively, as our customers increased their reclamation activities. 59 Table of Contents Cost of Sales Cost of sales per the financial statements includes U 3 O 8 costs of sales and lower of cost or NRV adjustments and consists of the following: (expressed in thousands of U.S. dollars) Year Ended December 31, Cost of Sales 2024 2023 Change U 3 O 8 product cost 36,674 8,676 27,998 Lower of cost or NRV adjustments 6,005 10,689 (4,684) 42,679 19,365 23,314 Cost of sales was $42.7 million and $19.4 million for the years ended December 31, 2024, and 2023, respectively.
Cost of Sales Cost of sales per the consolidated financial statements includes U 3 O 8 product costs of sales and lower of cost or NRV adjustments and consists of the following: Year Ended Cost of Sales December 31, (expressed in thousands of U.S. dollars) 2025 2024 Change U 3 O 8 product costs 24,430 36,674 (12,244) Lower of cost or NRV adjustments 2,703 6,005 (3,302) 27,133 42,679 (15,546) During 2025, we sold 440,000 pounds at an average cost of $55.52 per pound for U 3 O 8 product costs of $24.4 million.
We 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%.
We sold 110,000 of the non-produced pounds in 2025 Q3 at the reduced NRV. 56 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. U 3 O 8 Product Profit (Loss) Unit 2024 2025 U 3 O 8 Product Sales Produced $000 16,646 20,856 Non-produced $000 16,500 6,323 $000 33,146 27,179 U 3 O 8 Product Costs Produced $000 13,914 17,365 Non-produced $000 22,760 7,065 $000 36,674 24,430 U 3 O 8 Product Profit (Loss) Produced $000 2,732 3,491 Non-produced $000 (6,260) (742) $000 (3,528) 2,749 U 3 O 8 Pounds Sold Produced lb 270,000 330,000 Non-produced lb 300,000 110,000 lb 570,000 440,000 U 3 O 8 Price per Pound Sold Produced $/lb 61.65 63.20 Non-produced $/lb 55.00 57.48 $/lb 58.15 61.77 U 3 O 8 Cost per Pound Sold Ad valorem and severance taxes $/lb 1.06 3.43 Cash costs $/lb 40.40 39.46 Non-cash costs $/lb 10.07 9.73 Produced $/lb 51.53 52.62 Non-produced $/lb 75.87 64.23 $/lb 64.34 55.52 U 3 O 8 Profit (Loss) per Pound Sold Cash costs $/lb 21.25 23.74 Less ad valorem and severance taxes $/lb (1.06) (3.43) Less non-cash costs $/lb (10.07) (9.73) Produced $/lb 10.12 10.58 Non-produced $/lb (20.87) (6.75) $/lb (6.19) 6.25 U 3 O 8 Profit (Loss) Margin Cash costs % 34.5 37.6 Less ad valorem and severance taxes % (1.7) (5.4) Less non-cash costs % (16.4) (15.5) Produced % 16.4 16.7 Non-produced % (37.9) (11.7) % (10.6) 10.1 57 Table of Contents In 2024, sales of produced pounds generated a profit of $10.12 per pound sold and an average profit margin of about 16%.
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.
In 2025, we delivered 440,000 pounds into term contracts at an average price per pound sold of $61.77. The lower U 3 O 8 pounds sold in 2025 was the result of deferring a 300,000-pound term contract sale to 2026.
During the latter half of 2025, we anticipate bringing several header houses online in MU1 Phase 2 as we advance toward full plant capacity production. The first of those header houses (1-14 and 1-15) are awaiting delivery to Lost Creek, and 1-16 is being assembled in our Casper construction facility.
All remaining planned header houses in MU2 came online in 2025. During 2026 H1, we anticipate bringing several header houses online in MU1 Phase 2 as we continue to progress toward full plant capacity production. The first of those header houses was brought online in February 2026.
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 .
The report further indicates that, absent increased investment, additional exploration, new mine development, and efficient permitting, projected demand may exceed anticipated primary supply over time. 2025 Developments Lost Creek Property Great Divide Basin, Wyoming Status of Lost Creek Since commencement of operations at Lost Creek in 2013 through December 31, 2025, we have captured nearly 3.5 million pounds U 3 O 8 , which includes 370,893 pounds U 3 O 8 captured in 2025.
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.
This final approval followed Water Quality Division (“WQD”) and EPA issuance of the required aquifer exemption for the expanded area. 2025 Purchases and Sales of U 3 O 8 and Sales Projections for 2026 As projected, during 2025, we sold 440,000 pounds U 3 O 8 of which 165,000 pounds U 3 O 8 were sold in 2025 Q4.
Deliveries into term contracts in 2025 are expected to be made from our existing conversion facility inventory and new production from Lost Creek. In addition to normal production and operating costs at Lost Creek, we anticipate spending approximately $38.2 million at Shirley Basin on construction, equipment purchases, mine unit development, and initial production costs.
We expect to return 250,000 pounds to a lender in 2026 Q4 to satisfy the terms of our uranium inventory loan. The return of the uranium inventory loan pounds and deliveries into term contracts in 2026 are expected to be made from our existing conversion facility inventory and new production from Lost Creek and Shirley Basin.
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.
The Casper construction shop continues to function well and has demonstrated that it is capable of meeting our current header house development needs for both Lost Creek and Shirley Basin. 58 Table of Contents The following table provides information on our ending inventory of U 3 O 8 pounds. U 3 O 8 Ending Inventory Unit 2024 2025 Pounds In-process inventory lb 39,169 17,203 Plant inventory lb 33,919 24,295 Conversion inventory - produced lb 12,239 124,591 Conversion inventory - non-produced lb 250,000 240,000 lb 335,327 406,089 Value In-process inventory $000 42 201 Plant inventory $000 1,840 1,097 Conversion inventory - produced $000 704 5,776 Conversion inventory - non-produced $000 18,158 17,217 $000 20,744 24,291 Cost per Pound In-process inventory $/lb 1.07 11.68 Plant inventory $/lb 54.25 45.15 Conversion inventory: Ad valorem and severance tax $/lb 1.57 3.89 Cash cost $/lb 46.83 31.89 Non-cash cost $/lb 9.12 10.58 Conversion inventory - produced $/lb 57.52 46.36 Conversion inventory - non-produced $/lb 72.63 71.74 $/lb 71.93 63.07 We ended 2025 with a total of 406,089 pounds in inventory as compared to 335,327 pounds in 2024.
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.
Other Income and Expenses Interest income decreased by $1.3 million in 2025, reflecting lower interest rates and cash balances during the year. Interest expense increased by $1.6 million in 2025, reflecting a full year of interest costs on the Company’s uranium inventory loan.
We currently have 21 drill rigs turning at Lost Creek, which is sufficient to meet our present development requirements and planned 2025 exploration efforts. The Casper construction shop is functioning well and is capable of meeting our current header house development needs. At present, we are essentially fully staffed at Lost Creek.
We currently have 15 drill rigs operating at Lost Creek, which is sufficient to meet our present development requirements.
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.
It also reflects the receipt of $2.4 million in interest income, the payment of $1.2 million in interest expense, and spending of $17.6 million on production costs, $8.2 million on uranium purchase costs, and $65.5 million on operating costs. We had $3.3 million of other favorable working capital movements primarily related to increases in accounts payable and accrued liabilities.
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.
Our agreements call for base annual deliveries of 100,000 to 1.4 million pounds U 3 O 8 from 2026 through 2033, with additional deliveries at our election of up to 100,000 pounds in 2028, 2029, and 2030. Combined base deliveries from 2026 through 2033 total 5.75 million pounds U 3 O 8 .
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.
NRV adjustments on produced pounds were lower in 2025, decreasing from $3.5 million in 2024 to $0.6 million in 2025. As noted previously, we anticipate production related NRV adjustments to end as production increases. The cost per non-produced pound in ending inventory decreased slightly during the year.
In addition, we purchased 300,000 pounds of U 3 O 8 in 2024, of which 50,000 pounds were sold in 2024 Q4. Because of decreases in uranium prices, we recognized $2.5 million in non-produced inventory valuation adjustments, which are included in the 2024 $6.0 million total NRV adjustments.
Cost of sales in 2024 included $6.0 million of NRV adjustments, of which $3.5 million related to produced inventory and $2.5 million related to non-produced inventory.
Ramp up continued at Lost Creek in 2024 with six header houses coming online. Most recently, Header House (HH) 2-12 came online in late January 2025 and HH 2-13 was brought online in late March 2025. The average production solution head grade in Q4 2024 was 66.2 mg/L.
As operations continued to ramp up at Lost Creek in 2025, we brought four additional header houses online in MU2. The average production solution head grade in 2025 Q4 was 46.4 mg/L. We captured approximately 78,177 pounds U 3 O 8 in 2025 Q4, and a total of 370,893 pounds U 3 O 8 in 2025.
We expect that these capital projects will be funded by operating cash flow and cash on hand. We have no immediate plans to issue additional securities or obtain additional funding other than that which may be required due to the uneven nature of cash flows generated from operations.
We have no immediate plans to issue additional securities or obtain additional financing other than that which may be required due to the uneven nature of cash flows generated from operations and used for construction related activities. 67 Table of Contents Looking Ahead We anticipate that 2026 will be a pivotal year for the Company as we commence operations and production at Shirley Basin, our second ISR uranium mining facility with a licensed wellfield capacity of one million pounds U 3 O 8 per year.
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.
Investing activities used $23.6 million of cash in 2025. We spent $18.4 million on construction at Shirley Basin and $5.2 million on vehicles, equipment, and enclosures primarily at Shirley Basin. Financing activities provided net cash of $114.9 million in 2025. We received net proceeds of $15.6 million from the sale of common shares through our At Market Facility.
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.
With few exceptions, now that we are fully staffed at both Lost Creek and Shirley Basin, we are focused on retention and training and anticipate continued improvement in operations as our core staff has more time on the job. As discussed above, we have secured multi-year sales agreements with leading nuclear companies, including several which include market-related pricing components.
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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.
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Industry and Market Update Rising electricity demand from data centers, decarbonization goals, apparent changes in public attitudes, and changes in government policies aimed at addressing energy supply and security concerns are contributing to the expansion of the nuclear industry in the U.S. and abroad.
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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.
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The International Energy Agency reports that nuclear generation reached a record level in 2025 and that its growth rate will more than double from 2026 through 2030 compared with 2021 to 2025.
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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.
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The most recent projections of the International Atomic Energy Agency are that global nuclear capacity could more than double by 2050, and the World Nuclear Association (“WNA”) has called for nuclear power generation to triple by 2050.
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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.
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Efforts to increase the availability of nuclear power to help satisfy the increasing demand for electricity have been driven in part by the emergence of artificial intelligence (“AI”) and the expansion of the data center industry. The U.S.
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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.
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Department of Energy (“DOE”) has reported that the data center industry consumed approximately 4.4% of U.S. electricity in 2023, and projects that its share of consumption will grow to 7 to 12% by 2028. Amazon, Google, Meta, Microsoft, Switch, and others have partnered with nuclear reactor developers and utilities to support their planned expansions.
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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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This trend continued in January 2026, when Meta signed additional agreements with Vistra Corp. and advanced reactor developers, Oklo Inc. and TerraPower, for significant power offtake to support Meta’s AI expansion. Many nations continue to maintain commitments to reducing carbon emissions and recognize that nuclear energy can provide continuous, low-carbon electricity.
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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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThese 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.
Biggest changeThese 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) 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.
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.
Commodity Price Risk The Company is subject to commodity price risk related to the market price of uranium. Future sales would be impacted by both spot and long-term uranium price fluctuations.
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.
When the carrying 71 Table of Contents 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.
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.
Management did not identify impairment indicators that would require a formal impairment test. Lost Creek has been the Company’s sole source of U 3 O 8 produced and sold to generate sales revenues since 2013.
Circumstances 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.
Circumstances 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.
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.
The average spot market price was $86.73 per pound as of March 4, 2026. 70 Table of Contents Transactions with Related Parties During the year ended December 31, 2025, we did not participate in any reportable material transactions with related parties.
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.
Our estimates are based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business prospects. 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.
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.
Critical Accounting Estimates Our significant accounting policies are described in note 2 of Notes to Consolidated Financial Statements. 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.
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.
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. 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.
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.
We estimate the net realizable value of the inventory based on estimated prices and revenues from the sale of the inventory. 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.
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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.
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New Accounting Pronouncements Which were Implemented this Year In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid.
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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.
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The amendments improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and is applied either prospectively or retrospectively at the option of the Company.
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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.
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The Company adopted this standard on January 1, 2025, which resulted in expanded income tax disclosures in these consolidated financial statements.
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In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, which includes amendments to require the disclosure of certain specific costs and expenses that are included in a relevant expense caption on the face of the income statement.
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Specific costs and expenses that would be required to be disclosed include: purchases of inventory, employee compensation, depreciation and intangible asset amortization. Additionally, a qualitative description of other items is required, equal to the difference between the relevant expense caption and the separately disclosed specific costs.
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The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and are applied either prospectively or retrospectively at the option of the Company. We are evaluating the impact of the amendments on our consolidated financial statements and disclosures.
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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.
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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.
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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.
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Derivative Financial Instruments We record derivative financial instruments on our consolidated balance sheets at fair value as either an asset or a liability with changes in fair value recognized currently in earnings. As of December 31, 2025, we have recognized four separate derivative instruments on our consolidated balance sheets, two of which are associated with our 2025 Convertible Notes.
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The valuation methodology used as the basis of determining the amount allocated to the Conversion Option Derivative instrument and the related mark-to-market gain (loss) was a with-and-without methodology utilizing a binomial lattice model (Level 3).
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This model required the use of assumptions that were subjective and, had different assumptions been used, the resulting mark to market gain (loss) and amount reflected as a discount to the respective Convertible Notes could have been materially different.
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The valuation methodology used as the basis of determining the amount allocated to the Capped Call Derivative and the related mark-to-market gain (loss) was a Black Scholes fair value model (Level 2).
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This model used implied volatility assumptions that the Capped Call counterparty banks utilized and are subjective and, had different assumptions been used, the resulting mark to market gain (loss) could have been materially different.
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The valuation methodology used as the basis of determining the amount allocated to the warrant liability and the related mark-to-market gain (loss) was a Black Scholes fair value model (Level 2).
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The valuation methodology used to determine the inventory derivative obligation associated with the Company’s agreement whereby the Company has borrowed 250,000 pounds as of December 31, 2025, is based on the current average U 3 O 8 spot price and the number of pounds borrowed, adjusted for the inventory loan deposit paid (Level 2).
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While these two derivative instruments incorporate certain assumptions into their valuations, these assumptions are less subjective in nature relative to the Conversion Option Derivative and the Capped Call Derivative but, nevertheless, had different assumptions been used, the resulting mark to market gain (loss) could have been materially different. ​ 72 Table of Contents ​

Other URG 10-K year-over-year comparisons