URG Ur-Energy Inc - 10-K

Item 1A. RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider the following discussion of risks in addition to the other information in this annual report before purchasing any of our securities. In addition to historical information, the information in this annual report contains “forward-looking” statements about our future business and performance. Our actual operating results and financial performance may be very different from what we expect as of the date of this annual report. The risks below address material factors that may affect our future operating results and financial performance.

Risk Factors Related to the Uranium Markets and Nuclear Fuel Cycle Industries

We have entered into term sales contracts for a portion of our Lost Creek and Shirley Basin production; however, we may be unable to enter into additional term sales contracts in the future on suitable terms and conditions.

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. While we continue to respond to requests for proposals from nuclear fuel purchasers, there is no certainty that we will be able enter additional term sales agreements at suitable pricing and other terms to support longer-term production at Lost Creek and Shirley Basin. The failure to complete additional term sales contracts on suitable terms could adversely impact our operations and resulting cash flows and income.

The uranium market, including the price of U 3 O 8 , is volatile and has limited customers.

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. 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 . Factors beyond our control affect the market, including demand for nuclear power; changes in public acceptance of nuclear energy; political and economic conditions in uranium mining, producing and consuming countries; costs and availability of financing of nuclear plants; changes in governmental regulations; global or regional consumption patterns; speculative activities and increased production due to new extraction developments and improved production methods; the future viability and acceptance of small modular reactors or micro-reactors and the related fuel requirements for this new technology; reprocessing of spent fuel and the re-enrichment of depleted uranium tails or waste; and global economics, including currency exchange rates, interest rates and expectations of inflation. Any future accidents, or threats of or incidents of war, civil unrest or terrorism, at nuclear facilities are likely to also impact the conditions of uranium mining and the use and acceptance of nuclear energy. The effect of these factors on the price of uranium, and therefore on the economic viability of our properties, cannot accurately be predicted.

The uranium industry is highly competitive, and nuclear energy competes with other energy sources.

The national and international uranium industry is small and highly competitive. Our activities are directed toward the exploration for, and evaluation, acquisition and development of uranium deposits into production operations. 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. We compete with other companies for the opportunity to participate in promising projects, and many of those competing entities have greater financial resources than we have and/or are state-sponsored entities. 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.

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. 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, reduced government regulation of, or government support and subsidies for other energy sources could make these forms of energy more viable and have a greater impact on nuclear fuel demands. Further, the sustained growth of the uranium and nuclear power industry beyond its current level will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. 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.

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Requirements for our products and services may be affected by technological changes, including artificial intelligence, in nuclear reactors, enrichment, and used uranium fuel reprocessing. 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.

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. Continuing fundamental changes in the utility industry, particularly in the U.S. and Europe, are expected to affect the market for nuclear and other fuels for years to come and may result in a wide range of outcomes, including the expansion or the premature shutdown of nuclear reactors. Maintaining the demand for uranium at current levels and future growth in demand will depend upon the continued acceptance of nuclear technology as a means of generating electricity. Unique political and public perception factors impact the nuclear fuel cycle industries, including uranium producers. Some government entities and non-governmental organizations continue to aggressively oppose certain mining activities including specifically uranium recovery. These actions may affect our operations even if the opposition is directed at entities or projects unrelated to our Company. Lack of continued public acceptance of nuclear technology would adversely affect the demand for nuclear power and potentially increase the regulation of the nuclear power industry. Following the events of March 2011 in Fukushima Japan, worldwide reaction called into question the public’s confidence in nuclear energy and technology, and the impact continues in many countries. Additionally, media coverage about uranium production and nuclear energy may be inaccurate or non-objective and further negatively impact public perception of our industry.

Our business is subject to extensive environmental and other regulations that may make exploring, mining or related activities increasingly expensive, and may change at any time.

The mining industry is subject to extensive environmental and other laws and regulations which may change at any time. 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. 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 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. Moreover, compliance with environmental quality requirements, reclamation laws and other restrictions imposed by federal, state and local authorities may require significant capital outlays and consume additional staff and management time, materially affect the economics of a given property, cause material changes or delays in intended activities, and potentially expose us to litigation and other legal or administrative proceedings. 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. 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.

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. The extended time the site was maintained on reduced production operation, the required operational refinements and maintenance as operations were restarted, and other commissioning issues have caused delays in achieving production rates on the planned schedule. Challenges with recruitment, training and retention of staff were also experienced. 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. The planned construction of a wastewater treatment facility at Lost Creek in 2026 may also encounter such challenges and delays. 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.

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Our mining operations involve significant hazards and risks and the possibility of uninsured losses.

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. Lost Creek is a remote site in south-central Wyoming. While not as remote a location as Lost Creek, Shirley Basin is an hour outside Casper, Wyoming. Lost Creek, Shirley Basin, and our other projects as they continue in development, will be subject to all the hazards and risks normally encountered at remote mining and work sites in Wyoming, including safety in commuting and severe weather which can affect such commutes and may slow operations, particularly during adverse winter weather and road conditions. Additionally, these operations are subject to perceived risks, and the hazards and risks normally encountered in the production of uranium by in situ methods of recovery, such as water management and treatment, including wastewater disposal capacity (deep wells, Class V wells, ponds or other methods; each of which requires regulatory authorizations and varying levels of expense to install and operate), unusual and unexpected geological formations, unanticipated metallurgical difficulties, equipment malfunctions and availability of materials and parts for operations and construction, interruptions of electrical power and communications, other conditions involved in the drilling and removal of material through pressurized injection and production wells, radiation safety, transportation and industrial accidents, and natural disasters ( e.g., fire, tornado), any of which could result in damage to, or destruction of, production facilities, or other property, personal injury or death, environmental damage and possible legal liability. We may also not be insured against all interruptions to our operations. Losses from these or other events may cause us to incur significant costs which could materially adversely affect our financial condition and our ability to fund activities on our properties. A significant loss could force us to reduce or suspend our operations and development. Adverse effects on operations and/or further development of our projects could also adversely affect our business, financial condition, results of operations and cash flow.

Our mineral resource estimates may not be reliable and are inherently more uncertain than estimates of proven and probable reserves. There is risk and increased uncertainty to commencing and conducting production without established mineral reserves.

Our properties do not contain mineral reserves as defined under SEC Subpart 1300 of Regulation S-K (“S-K 1300”) or Canadian National Instrument 43-101 (“NI 43-101”). See “Cautionary Note Concerning Disclosure of Mineral Resources,” above. 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. We have not established proven or probable reserves, as defined under S-K 1300 or NI 43-101, through the completion of a feasibility study for any of our uranium projects, including the operating Lost Creek Project. Furthermore, we currently have no plans to establish proven or probable reserves for any of our uranium projects for which we plan to utilize ISR methods, such as Lost Creek and Shirley Basin. As a result, and despite the fact that we have produced U 3 O 8 at the Lost Creek Project since 2013, there is increased uncertainty and risk that may result in economic and technical failure which may adversely impact our future profitability.

There are numerous uncertainties inherent in estimating quantities of mineral resources, including many factors beyond our control, and no assurance can be given that the recovery of mineral resources, or even estimated mineral reserves, will be realized. In general, estimates of mineral resources are based upon several factors and assumptions made as of the date on which the estimates were determined, including (i) geological and engineering estimates that have inherent uncertainties and the assumed effects of regulation by governmental agencies; (ii) the judgment of the geologists, engineers and other professionals preparing the estimate; (iii) estimates of future uranium prices and operating costs; (iv) the quality and quantity of available data and the interpretation of that data; and (v) the accuracy of various mandated economic assumptions, all of which may vary considerably from actual results.

All estimates are, to some degree, uncertain; with in situ recovery, this is due in part to limited sampling information collected prior to mining. For these reasons, estimates of the recoverable mineral resources prepared by different professionals, or by the same professionals at different times, may vary substantially. As such, there is significant uncertainty in any mineral resource estimate and actual deposits encountered and the economic viability of a deposit may differ materially from our estimates.

We are depleting our mineral resources and must develop additional resources to sustain ongoing operations .

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. 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. 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

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Great Divide Basin, or acquire additional, known mineral resource properties to replenish our mineral resources and sustain continued operations. 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.

Although we have obtained title opinions with respect to certain of our properties, there is no guarantee that title to any of our properties will not be challenged or impugned. Third parties may have valid claims underlying portions of our interests. Our mineral properties in the U.S. consist of leases covering state lands, unpatented mining claims and millsite claims, and patented mining claims and lands. Many of our mining properties in the U.S. are unpatented mining claims to which we have only possessory title. Because title to unpatented mining claims is subject to inherent uncertainties, it is difficult to determine conclusively ownership of such claims. These uncertainties relate to such things as sufficiency of mineral discovery, proper posting and marking of boundaries and possible conflicts with other claims not determinable from descriptions of record. The present status of our unpatented mining claims located on public lands allows us the exclusive right to mine and remove valuable minerals. We are allowed to use the surface of the public lands solely for purposes related to mining and processing the mineral-bearing ores. However, legal ownership of the land remains with the U.S. We remain at risk that the mining claims may be forfeited either to the U.S. or to rival private claimants due to failure to comply with statutory and regulatory requirements. Certain of the changes which have been proposed in recent years to amend or replace the General Mining Law, could have an impact on the rights we currently have in our patented and unpatented mining and millsite claims. Similarly, we believe that we have the necessary rights to surface use and access in areas for which we have mineral rights other than pursuant to a federal unpatented mining claim. Those rights may also be challenged, resulting in delay or additional cost to assert and confirm our rights. We have taken or will take appropriate curative measures to ensure proper title to our mineral properties and rights in surface use or access, where necessary and where possible. Additionally, our state leases have fixed terms and, while renewals have historically been granted upon timely application, there is no certainty there will not be changes to rights granted and/or the state lands procedures, either of which could negatively affect our mineral projects.

Our mining operations are subject to numerous environmental laws, regulations and licensing and permitting requirements that can delay production and adversely affect operating and development costs.

Our business is subject to extensive federal, state and local laws governing all stages of exploration, development and operations at our mineral properties, taxes, labor standards and occupational health, mine and radiation safety, toxic substances, endangered species protections, and numerous other matters. Exploration, development, and production operations are also subject to various federal, state and local laws and regulations relating to the protection of the environment. These laws impose high standards on the mining industry, particularly with respect to uranium recovery, to monitor the discharge of wastewater and report the results of such monitoring to regulatory authorities, to reduce or eliminate certain effects on or into land, groundwater, water or air, to progressively restore mine properties, to manage hazardous wastes and materials and to reduce the risk of worker accidents. 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. Any change in such laws or imposition of fines or restrictions in operations as a result of violations could have a material adverse effect on our financial condition, cash flow or results of operations. There can be no assurance that we will be able to meet all the regulatory requirements in a timely manner or without significant expense or that the regulatory requirements will not change to delay or prohibit us from proceeding with certain exploration, development or operations. There is no assurance that we will not face new challenges by third parties to regulatory decisions when made, which may cause additional delay and substantial expense, or may cause a project to be permanently halted. 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.

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. Such Authorizations are subject to changes in regulations and changes in various operating circumstances. 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 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. 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

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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. 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.

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. Such bills have proposed, among other things, to (i) significantly alter the laws and regulations relating to uranium mineral development and recovery from patented or unpatented mining claims; (ii) impose a federal royalty on production from unpatented mining claims and/or impose other taxes or additional fees on the use or occupancy of federal lands; (iii) impose time limits on the effectiveness of plans of operation that may not coincide with mine life; (iv) convert in part or in whole the existing land holdings program, requiring unpatented mining claims to be taken to lease in a new program under certain circumstances and imposing other circumstances in which the unpatented mining claim would have to be abandoned; (v) limit the mineral property holdings of any single person or company under various stages from prospecting through operations; (vi) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims; (vii) allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the U.S. mining laws; (viii) eliminate or greatly limit the right to a mineral patent; and (ix) allow for administrative determinations that mining would not be allowed in situations where undue degradation of the federal lands in question could not be prevented. Additionally, there continue to be proposals for withdrawal of federal lands for the purposes of mineral location and development, and the reasons for withdrawals have been increasingly broad.

If enacted, such legislation could, among other effects, change the cost of holding unpatented mining claims or leases or the duration for which the claims or leases could be held without development, and could significantly impact our ability to develop locatable mineral resources on our patented and unpatented mining claims. Although it is impossible to predict what any legislated royalties might be, implementation could adversely affect the potential for development of mineral properties, as well as the economics of existing operating mines. Passage of such legislation could adversely affect our financial performance, if passed, including proposals imposing a royalty or otherwise impacting holding and operational costs of mining claims could render mineral projects or existing mines uneconomic. Although certain of the proposed amendments have included provisions to ‘grandfather’ permitted projects, there is no assurance that any new legislation will contain such provisions or that such legislation will not otherwise have a significant financial impact on our operations and business.

We 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. 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. 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. This is particularly true in the current labor markets in which we recruit our employees and contractors, including where we compete with higher paying energy jobs, and because of the remote locations for which employees and contractors are needed. 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. 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. We do not hold key man insurance in respect of any of our executive officers.

Our results of exploration and ultimate production are highly uncertain.

The exploration for, and development of, mineral deposits involve significant risks which a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines, and for those which are developed, there may be longer timelines, delays and greater than estimated costs to advance to production. Major expenses may be required to establish mineral resources or reserves, to develop metallurgical processes and to construct mining and

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processing facilities at a site. It is impossible to ensure that our current exploration and development programs will result in profitable commercial operations.

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. Government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of uranium and environmental protection also are factors in determining commercial viability of a mineral project. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.

Our proprietary data, technology and intellectual property may be compromised or lost, which could result in a decreased competitive advantage and/or loss to the value of such assets.

With the ever-increasing reliance on technology throughout our operations, including developments of proprietary technology and intellectual property by the Company and/or its consultants, risks of theft, appropriation or other loss of such technology and assets and/or our proprietary data pose a risk to our competitive advantage and business and financial results. We take what we believe to be reasonable steps to protect these proprietary technologies and intellectual property, including contractually, and by efforts to obtain patents or trade rights where possible, but there can be no assurance that all such measures will be sufficient or successful.

Climate change and climate change legislation or regulations could impact our operations.

Although we play an important role in addressing climate change with our production of uranium to fuel carbon-free nuclear power, we, too, may be subject to risks associated with climate change which could harm our results of operations and increase our costs and expenses. The occurrence of severe adverse weather conditions may have a potentially serious impact on our operations. Adverse weather may result in physical damage to our operations, instability of our infrastructure and equipment, or alter the supply of electricity to Lost Creek or Shirley Basin. Impacts of such events may affect worker productivity at our projects. Should any impacts of climate change be material in nature or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected.

As an ISR uranium producer, we maintain a comparatively light environmental footprint. Nonetheless, certain environmental impacts are inevitable from all mineral exploration and development. U.S., Canadian, and other international legislative and regulatory action intended to ensure the protection of the environment are continually changing and evolving in a manner expected to result in stricter standards, restrictions and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs. Transitioning our business to meet regulatory, societal and investor expectations may cause us to incur lower economic returns than originally estimated for new projects and development plans of existing operations. While we continue to monitor and assess all new policies, legislation and regulations regarding such matters, we currently believe that the impact of any such legislation on our business is unlikely to be material. We cannot, however, assure that our efforts to mitigate the impact of such laws or regulations will be successful and/or without significant attendant costs.

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. 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. 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 ramp up of at Lost Creek, construction and commissioning ramp-up of Shirley Basin and exploration in the Great Divid Basin. Further, even if such financing is secured, there can be no assurance that it will be obtained on terms favorable to us or will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.

Production, operating and capital cost estimates may be inaccurate.

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, and for our planned construction of the wastewater treatment facility at Lost Creek in 2026. These types of estimates are inherently uncertain and may change materially over time. Production and

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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. 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. 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.

Our indebtedness could limit the cash flow available for our operations and expose us to risks that could adversely affect our business, financial condition and results of operations.

In December 2025, we incurred $120 million aggregate principal amount of indebtedness in connection with the issuance of the Company’s 4.75% Convertible Senior Notes due 2031 (the “Convertible Notes”). Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition. Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under the Convertible Notes or other indebtedness that we may incur, and our cash needs may increase in the future.

We may incur substantially more debt or take other actions, which would intensify the risks associated with our indebtedness.

We and our subsidiaries may incur substantial additional debt in the future, some of which may be secured debt. We are not restricted under the terms of the indenture governing the Convertible Notes from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of additional actions that are not limited by the terms of the indenture that could have the effect of diminishing our ability to make payments on our debt, including the Convertible Notes, when due, and in the future, require us to dedicate a portion of our cash flows from operations (if any) to payments on our indebtedness, which would reduce the availability of any cash flows to fund our business, working capital and capital expenditures. In addition, such actions could limit our flexibility to adjust to changing market conditions and our ability to withstand competitive pressures and increase our vulnerability to a downturn in general economic conditions related to our business or the mining industry.

The conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition.

In the event the conditional conversion feature of the Convertible Notes is triggered upon the satisfaction of a sale price condition, upon satisfaction of a trading price condition, upon a notice of redemption, upon the making of certain distributions to the holders of our common shares, or upon a fundamental change, in each case as provided in the indenture governing the Convertible Notes, holders of Convertible Notes will be entitled to convert their notes during specified periods at their option. Prior to October 15, 2030, a holder may convert all or any portion of its Convertible Notes at any time after March 31, 2026, but only if the last reported sale price per common share for at least 20 trading days, whether or not consecutive, during the 30 consecutive days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day. In addition, on or after October 15, 2030, a holder may convert all or any portion of its Convertible Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely common shares (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

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.

We have not paid dividends on our common shares since incorporation and do not anticipate doing so in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the growth of our business. 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.

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The trading price of our common shares may continue to 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 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. These include other developments that affect the market for all resource sector-related securities, the breadth of the public market for the shares and the attractiveness of alternative investments; market reaction to the estimated fair value of our portfolio; rumors or dissemination of false information; changes in coverage or earnings estimates by analysts; our ability to meet analysts’ or market expectations; and sales of common shares by existing shareholders. 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.

The conversion of some or all the Convertible Notes may dilute the ownership interests of our shareholders. Upon conversion of the Convertible Notes, we have the option to pay or deliver cash, common shares, or a combination of cash and common shares. If we elect to settle our conversion obligation in common shares or a combination of cash and common shares, any sales in the public market of our common shares issuable upon such conversion could adversely affect prevailing market prices of our common shares. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into our common shares could depress the price of our common shares.

The capped call transactions may affect the market price of our common shares.

In connection with the issuance of the Convertible Notes, we entered into capped call transactions with certain financial institutions that are option counterparties. The capped call transactions are expected generally to compensate (through the payment of cash to us) for potential economic dilution upon any conversion of Convertible Notes and/or offset any cash payments that we are required to make in excess of the principal amount of converted Convertible Notes, with the reduction or offset subject to a cap. From time to time, the option counterparties that are parties to the capped call transactions or their respective affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to our common shares or purchasing or selling our common shares in secondary market transactions prior to the maturity of the Convertible Notes. This activity could cause a decrease in the market price of our common shares.

We are subject to counterparty risk with respect to the capped call transactions, and the capped call transactions may not operate as planned.

The option counterparties in our Convertible Notes are financial institutions, and we are subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateral. Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price subject to the cap and in the volatility of our common shares. In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common shares. We can provide no assurances as to the financial stability or viability of the option counterparties.

Provisions in the indenture governing the Convertible Notes could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the Convertible Notes and the indenture governing the Convertible Notes could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then the holders of the Convertible Notes will have the right to require us to repurchase their notes for cash. In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to temporarily increase the conversion rate. In 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.

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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.

Our common shares are listed on the NYSE American and the TSX, and we are subject to the continued listing requirements of each exchange, including maintaining certain share prices and a minimum level of shareholder equity. The market price of our common shares has been and may continue to be subject to significant fluctuation. If we are unable to comply with the NYSE American or the TSX continued listing requirements, including the trading price requirements, our common shares may be suspended from trading on and/or delisted from the NYSE American or the TSX, respectively. Although we have not been notified of any delisting proceedings, there is no assurance that we will not receive such notice in the future or that we will be able to then comply with NYSE American and TSX listing requirements. The delisting of our common shares from the NYSE American or the TSX may materially impair our shareholders’ ability to buy and sell our common shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares. In addition, the delisting of our common shares could significantly impair our ability to raise capital.

Further, if our common shares were delisted from the NYSE American, they might be subject to the so-called “penny stock” rules. The SEC has adopted regulations that define a “penny stock” to be any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as any securities listed on a national securities exchange. For any transaction involving a “penny stock,” unless exempt pursuant to SEC regulations, the rules impose additional sales practice requirements on broker-dealers, subject to certain exceptions. If our common shares were determined to be a “penny stock,” a broker-dealer may find it more difficult to trade our common shares, and an investor may find it more difficult to acquire or dispose of our common shares on the secondary market. These factors could also significantly negatively affect the market price of our common shares and our ability to raise capital.

Investors may experience future dilution as a result of additional equity offerings.

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.

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.

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. If we are a PFIC for any year during a U.S. shareholder’s holding period, then such U.S. shareholders generally will be subject to a special, highly adverse tax regime with respect to so-called “excess distributions” received on our common shares. Gain realized upon a disposition of our common shares (including upon certain dispositions that would otherwise be tax-free) also will be treated as an excess distribution. Excess distributions are punitively taxed and are subject to additional interest charges. Additional special adverse rules also apply to U.S. shareholders who own our common shares if we are a PFIC and have a non-U.S. subsidiary that is also a PFIC (a “lower-tier PFIC”).

A U.S. shareholder may make a timely “qualified electing fund” election (“QEF election”) or a “mark-to-market” election with respect to our common shares to mitigate the adverse tax rules that apply to PFICs, but these elections may accelerate the recognition of taxable income and may result in the recognition of ordinary income. To be timely, a QEF election generally must be made for the first year in the U.S. shareholder’s holding period in which Ur-Energy is a PFIC. A U.S. shareholder may make a QEF election only if the U.S. shareholder receives certain information (known as a “PFIC annual information statement”) from us annually. A U.S. shareholder may make a QEF election with respect to a lower-tier PFIC only if it receives a PFIC annual information statement with respect to the lower tier PFIC. The mark-to-market election is available only if our common shares are considered regularly traded on a qualifying exchange, which we cannot assure will be the case for years in which it may be a PFIC. The mark-to-market election is not available for a lower-tier 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.

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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.

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.

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. 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. The potential costs that could be associated with any liabilities not covered by insurance or which exceed insurance coverage, or compliance with applicable laws and regulations, may cause substantial delays or interruption of operations and require significant capital outlays, adversely affecting our business and financial position. We cannot assure that even our current coverages will continue to be available at acceptable cost or that coverage limits will remain at current levels, any of which could result in adverse effects upon our business and financial condition. 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. 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. 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 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. 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. 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. 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. We have implemented various measures to manage our risks related to information technology systems and network disruptions. However, given the unpredictability of the timing, nature and scope of information technology disruptions, we potentially could be subject to production downtimes, operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations. 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. While we seek assurances from those parties that they will maintain such confidential and proprietary information in confidence, including by virtue of having systems and processes in place to protect such data, those service providers may also be subject to data compromise. Any compromise of our confidential data or that of our customers, suppliers, employees or others with whom we do business, whether in our possession or that of our service providers, could substantially disrupt our operations, harm our customers, suppliers, employees and others with whom we do business, damage our reputation, violate applicable law, subject us to potentially significant costs and liabilities which could be material. 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.

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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. If we are unable to successfully implement system upgrades or modifications, we may have to rely on manual reporting processes and controls over financial reporting that have not been planned, designed or tested. Various measures have been implemented to manage our risks related to the system upgrades and modifications, but system upgrades and modification failures could have a material adverse effect on our business, financial condition and results of operations and could, if not successfully implemented, adversely impact the effectiveness of our internal controls over financial reporting.

We are subject to risks associated with litigation, governmental or regulatory investigations or challenges, and other legal proceedings.

Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. From time to time, we may be involved in disputes with other parties which may result in litigation, arbitration, or other proceedings. Additionally, it is possible that the Company may become involved directly or indirectly in legal proceedings, in the form of governmental or regulatory investigations, administrative proceedings or litigation, arising from challenges to regulatory actions. Such investigations, administrative proceedings and litigation related to regulatory matters may delay or halt exploration, development or even operations at our projects. The results of litigation or any other proceedings cannot be predicted with certainty. If we are unable to resolve any such dispute favorably, it could have a material adverse effect on our financial position, results of operations or our property development.

We may develop conflicts of interest with other mining or natural resource companies with which one of our directors may be affiliated. Our directors may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

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. One of the possible consequences will be that corporate opportunities presented to a director may be offered to another company with which the director is associated and may not be made available to us. Conflicts of interest may also include decisions on how much time to devote to the business of our company. Our Code of Business Conduct and Ethics provides guidance on conflicts of interest and our directors are required to act in good faith, to make certain disclosures and to abstain from voting on decisions in which they may have a conflict of interest.

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. Any acquisition that we may choose to complete may be of significant size, may change the scale of our business and operations, and/or may expose us to new geographic, political, operating, financial and geological risks. Any acquisition would be accompanied by risks, including (i) a significant change in commodity prices after we commit to complete a transaction and establish the purchase price or share exchange ratio; (ii) a material mineral deposit may prove to be below expectations; (iii) difficulty integrating and assimilating the operations and personnel of an acquired company, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; (iv) the integration of the acquired business or assets may disrupt our ongoing business and relationships with employees, customers, suppliers and contractors; and (v) the acquired business or assets may have unknown liabilities which may be significant. 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.

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.

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. The war has resulted in impacts to the nuclear fuel industries and uranium producers through the imposition of sanctions and counter sanctions and more may follow. The war 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.

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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. 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. As we continue with the construction and development of Shirley Basin and plan for the construction of the wastewater treatment facility at Lost Creek, the direct or indirect exposure to these market uncertainties may be greater or more direct. Recent international trade issues, including tariffs and counter tariffs, if continued, may also have a negative impact on our operations; construction activities at both mine sites and on our business generally.

More recently, geopolitical tension in the Western Hemisphere also may have impacts on the economy and ultimately on the nuclear fuel industries. 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. 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.

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. 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. Even the perception of these risks could lead to reduced investment, higher production and operating costs, and other operational challenges. If such trends continue, they may have a material adverse effect on our business and financial performance; it is difficult to estimate the impact on our business. 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 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 following discussion and analysis should be read in conjunction with the accompanying audited consolidated financial statements and related notes. The financial statements have been prepared in accordance with US GAAP.

Industry and Market Update

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.

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. 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.

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. 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. 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. Following a declaration at the Congress of Parties (“COP”) 28 in 2023, which was expanded at COP29 in 2024 and COP30 in 2025, more than 30 nations have committed to tripling nuclear power capacity by 2050. In the U.S., major AI and data center companies have recognized climate and sustainability objectives as part of their rationale for working with the nuclear industry. Public attitudes also appear to be changing. In April 2025, Gallup reported that the Americans polled who support nuclear energy rose to 61%, a 6% increase since Gallup’s last measurement in 2023.

In the U.S., changes in government policies, including energy security initiatives, domestic fuel cycle incentives, and reactor deployment programs, are providing greater support to the nuclear industry.

In reaction to the Russian invasion of Ukraine in 2022, the U.S. in May 2024 enacted the Prohibiting Russian Uranium Imports Act (“PRUIA”), which bans imports of Russian uranium products through 2040. Waivers may be granted under PRUIA by the DOE only if there is no viable alternative supply to sustain nuclear reactors or the imports are in the national interest.

In May 2025, President Trump signed four Executive Orders (“EOs”): EO 14299 – Deploying Advanced Nuclear Reactor Technologies for National Security; EO 14300 – Ordering the Reform of the Nuclear Regulatory Commission; EO 14301 – Reforming Nuclear Reactor Testing at the Department of Energy; and EO 14302 – Reinvigorating the Nuclear Industrial Base. Collectively, these orders are aimed at accelerating U.S. nuclear technology development and deployment, reforming related regulations, strengthening the fuel cycle industrial base, and supporting nuclear contributions to national security.

The U.S. government has taken actions recently aimed at strengthening the commercial nuclear industry and domestic fuel cycle capabilities. The DOE’s fiscal year 2026 budget includes approximately $3.1 billion for the Office of Nuclear Energy to support advanced reactor development and deployment. In addition, DOE announced $2.7 billion in contract awards to three enrichment suppliers to support the deployment of near-term domestic enrichment capacity. DOE has also initiated a competitive process for states to host Nuclear Lifecycle Innovation Campuses intended to advance fuel cycle capabilities, including enrichment, fuel fabrication, used fuel recycling, and potential reactor deployments. In October 2025, the U.S. Department of Commerce entered into a strategic

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partnership with Westinghouse Electric Company and its owners to help facilitate financing and permitting for a potential multi-reactor build program in the U.S. with an estimated value up to $80 billion.

The U.S. government has also taken some actions aimed at supporting the U.S. uranium mining industry, although those actions have been more modest. The U.S. Geological Survey officially added uranium to the national List of Critical Minerals in 2025. EO 14241, signed by President Trump in March 2025, directs federal agencies to facilitate domestic mineral production, including uranium, to the greatest extent possible. In response, the U.S. Department of the Interior has begun fast-tracking uranium projects.

Policy support for nuclear energy and restrictions on Russian uranium imports in the U.S. and certain other markets have contributed to tighter uranium and enrichment market conditions. Utilities have increasingly sought medium- and long-term fuel supply agreements to diversify supply sources. In the future, additional reactor deployments are expected to increase uranium demand. In its September 2025 report, the WNA projected that global uranium requirements could increase by approximately one-third to about 86,000 metric tonnes by 2030 and to approximately 150,000 metric tonnes by 2040. 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.

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. Production was slowed in December because of a loss of power at the site, following a regional storm with winds estimated at over 100 mph. The storm damaged approximately 30 power poles on the main line which provides power to Lost Creek. In coordination with the power company, the power interruption was addressed as quickly as possible and Lost Creek was back online in a matter of days.

Notwithstanding the power outage in December, we drummed 121,818 pounds U 3 O 8 in 2025 Q4 and a total of 410,440 pounds U 3 O 8 in 2025. Pounds drummed increased from 249,209 pounds in 2024 to 410,440 pounds U 3 O 8 in 2025. Pounds U 3 O 8 shipped in 2025 totaled 420,144, of which 138,337 pounds U 3 O 8 were shipped in 2025 Q4.

Lost Creek Operations

In 2025, wellfield delineation and development continued in MU2, MU1 Phase 2, and MUs 4 and 5. 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.

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. Complete optimization of the plant will facilitate increasing our flow rates from the wellfield into the plant. Additionally, the planned construction of a water treatment facility at Lost Creek during 2026 is anticipated to allow for sustained increased flow rates.

At year end, we were generally fully staffed at Lost Creek. Retention and training remain a primary focus to complete stabilization and optimization of our operations at the site. As our growing core staff have more time on the job, including specifically our operations staff in the wellfield and plant, we anticipate continued steady improvement in production activities.

Our drill contractors currently have 15 drill rigs at Lost Creek, which is anticipated to be sufficient for Lost Creek drill programs in 2026. Drilling and wellfield construction and development are on schedule for our production plans.

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In 2025, we mobilized rigs from Lost Creek to Shirley Basin and to support our Great Divide Basin exploration program. The two drill rigs working at our North Hadsell Project in early 2026 will return to the Lost Creek Property when the North Hadsell work is complete to continue exploration at the LC South Project and support Lost Creek as necessary.

Lost Creek Regulatory Proceedings

The first two mine units at Lost Creek have all permits necessary for commercial level operations. We have received Wyoming Uranium Recovery Program (“URP”) approval of the amendment to the Lost Creek source material license to include recovery from the LC East Project (HJ and KM horizons) immediately adjacent to the Lost Creek Project and additional HJ horizons at the Lost Creek Project. This license amendment approved access to six planned mine units in addition to the already licensed three mine units at Lost Creek. The approval also increased the license limit for annual plant production to 2.2 million pounds U 3 O 8 which includes wellfield production of up to 1.2 million pounds U 3 O 8 and confirmed toll processing up to one million pounds U 3 O 8 .

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. 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. 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. As previously disclosed, we used our 2024 inventory loan facility to borrow 250,000 pounds U 3 O 8 in December 2024. This facility was extended in 2025 Q4 for one year, and we entered into an additional inventory loan facility in October 2025, under which we may borrow up to 150,000 pounds U 3 O 8 .

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. We completed two additional agreements in 2025 that provide for combined delivery commitments of 200,000 pounds U 3 O 8 in 2028 and 2029 and 100,000 pounds U 3 O 8 in 2030.

Several of our sales agreements are a combination of escalated fixed price and market-related pricing, subject to a floor and ceiling, while others are escalated fixed pricing. Also, several of the agreements include provisions by which the purchaser may flex the delivery amount (up or down) as much as 10% in a delivery year and others provide options to add sales quantities in additional delivery years.

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)

The 2026 base quantity was adjusted to recognize that certain customers elected to flex up their 2026 deliveries. ​

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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. By 2025 Q4, the foundation was installed, and construction of the metal building commenced. While we have now significantly advanced construction on the plant building, installed all IX columns, and set many tanks, we anticipate that construction activities inside the plant will continue in 2026 to complete the production phase of the facility and, subsequently, the installation of phase two operations which includes wastewater disposal. Commissioning of all site operations, followed by ramp up is expected to continue throughout 2026.

Drilling and installation of wells is complete in HH 1-1 while construction continues; the building is set and piping has been run to all wells. The wellfield data package for Mine Unit 1 is under review by the WDEQ. HH 1-1 is ready to be brought online when all approvals are received by regulators. HH 1-2 development is nearly complete and construction initiated. Well installation continues at various stages for HHs 1-3 through 1-5. We anticipate that production and recovery from the wellfield will advance as we commission operations in the wellfield and plant throughout 2026.

Drilling and wellfield development is progressing well, following mobilization of rigs to the site in 2025 Q2. Recently, we have increased our Shirley Basin drill rig count to eight. Through February 2026, we have pilot drilled 469 injection and production wells in the first mine unit. Delineation and exploration drilling were completed historically, allowing for focused construction and development of MU1 at Shirley Basin.

Following aquifer testing in 2024-2025, we are now planning for higher flow from the wellfield, although it is anticipated that flow rates will vary throughout the project. 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. Before again changing course on recovery operations, 1.5 million pounds U 3 O 8 were recovered historically through in-situ technology.

The modular main office complex was delivered and installed in August 2025, and all electrical, IT and plumbing work was efficiently completed for occupancy. Our professional and management staff are now working from the ~10,000 sq. ft. office complex. We have completed significant additional Shirley Basin construction and development during the 2024-2025 program to prepare for operations: the first two evaporation ponds are installed with piping being completed; the existing road was upgraded to an all-weather surface; all monitor wells for the first mine unit are installed; power between the historical substation and the site for the satellite plant is installed; communications and security systems are installed; and the septic system for the satellite plant enclosure is installed. Additionally, we completed the refurbishment of the existing warehouse, construction bay and maintenance bay, including installation and furnishing of

modular offices for these buildings. A new drilling support building was constructed and is being completed in 2026 Q1.

With few exceptions, we have been fully staffed at Shirley Basin since October 2025, and training of all staff is ongoing. Our phased recruitment plan was implemented throughout 2025 to allow time for task and safety training as well as cross training. We have been able to train Shirley Basin operations staff at Lost Creek to facilitate a stronger early understanding of our wellfield and plant operations.

All major pre-operational permits and licenses to advance the project have been received. Authorization to commence recovery operations is awaiting final regulatory verification of construction and approval of baseline water quality. The URP began its pre-operational inspection in late February 2026. We expect the URP to conduct additional site visits to conclude the pre-operational inspection. After these inspections and reviews are completed, we expect approval for recovery from the wellfield and collection of uranium onto resin in the plant.

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, drying and drumming. An additional inspection by the URP will be conducted when all production circuits are complete and Shirley Basin is prepared to transport resin to Lost Creek for processing and drying.

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 .

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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. The construction team delivered three header houses to Lost Creek in 2025, and an additional three houses will be delivered to Lost Creek during 2026 Q1. The first two header houses have been delivered to Shirley Basin, with three additional houses to be delivered to Shirley Basin in 2026 Q1. All header houses are fabricated and built in Casper, allowing for efficiency and cost savings, as well as greater safety, due to minimized travel requirements.

Our Casper chemistry lab continues to support mine unit analysis at both Lost Creek and Shirley Basin through uranium analysis, product quality testing, and water sampling analysis. The lab staff also support ongoing research and development programs.

Exploration Programs

Lost Soldier Project

In 2025, we renewed exploration activities in the Great Divide Basin (“GDB”) Wyoming. Work began at our Lost Soldier Project northeast of Lost Creek in 2025 Q3. The program at Lost Soldier included the installation of a series of aquifer test wells to facilitate a better understanding of the local hydrogeology. While the geology of the project is largely understood with the benefit of data from approximately 4,000 historical drill holes, additional hydrogeologic data and characterization will enable our professional staff to better plan for potential permitting and development of the site. We will commence aquifer testing in 2026 Q1 and plan to initiate baseline environmental studies in 2026 in anticipation of possible permitting to advance the project. Located approximately 17 road miles to the Lost Creek plant, Lost Soldier has the potential to be developed as a satellite operation.

North Hadsell and LC South Projects

As work concluded at Lost Soldier in 2025, the drill rigs and related teams began exploration drilling at our North Hadsell Project, also in the GDB north of Lost Creek, for a planned 50-drill hole program. Through February 2026, we have drilled 32 wide-spaced framework holes, each approximately 1,000 feet deep, for a total of 32,965 feet. Seven of these initial drill holes have returned significant mineralization, indicating the presence of a stacked roll-front system containing 13 individual intercepts exceeding 0.20 GT (Grade (%eU3O8) times Thickness (ft)). These grades and thicknesses closely resemble the mineralization at Lost Creek, where the Company applies a 0.20 GT cut-off in evaluating economic mineral resources. Preliminary interpretation suggests the potential for up to eight individual roll fronts within a depth range of approximately 300 to 800 feet below surface, ideal for ISR mining, with indications of additional mineralized horizons at depth.

Drilling will continue until March 15, when seasonal sage grouse restrictions begin. Remaining work should resume in the summer. Thereafter, we will move to our third exploration program in the GDB at our LC South Project, where we anticipate a 120-drill hole program will commence in summer 2026.

Corporate Developments

Convertible Debt Financing

In December 2025, the Company closed an offering of $120 million aggregate principal amount of 4.75% Convertible Senior Notes due 2031 (the “Convertible Notes”) in a private placement, which included the exercise in full by the initial purchasers of their option to purchase an additional $20 million of Convertible Notes.

The cash interest coupon of 4.75% per annum is payable semi-annually in arrears on January 15 and July 15 of each year, beginning July 15, 2026. The conversion price is approximately $1.73 per common share, which represents a conversion premium of approximately 27.5% to the last reported sale price of the common shares on the NYSE American on December 10, 2025, subject to adjustments in some events but will not be adjusted for any accrued and unpaid interest. The potential economic dilution upon conversions of the notes was mitigated through the purchase of cash-settled capped call options with a cap price of $2.72 (representing a premium of 100% over the last reported sale price of the common shares on the NYSE American on December 10, 2025). The purchase price for the capped call options was approximately $16.6 million. Conversions may be settled in common shares, cash or a combination of common shares and cash at the Company’s election. Additionally, we will have the right to redeem the Convertible Notes in certain circumstances and will be required to offer to repurchase the notes upon the occurrence of certain events. The Convertible Notes will mature on January 15, 2031 unless earlier converted, redeemed or repurchased.

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Senior Management and Changes in Board Composition

Effective December 13, 2025, Matthew D. Gili, the Company’s President, was appointed to succeed John W. Cash as Chief Executive Officer and President, following Mr. Cash’s retirement on December 12, 2025. Mr. Gili also joined the Board of Directors on December 13, 2025. Mr. Cash continues to serve as Chairman of the Board of Directors and is working closely with our management team as a strategic advisor to support a seamless leadership transition and ongoing Company growth.

Mr. Gili is a Professional Engineer with deep C-suite experience having served as a Chief Executive Officer, Chief Operating Officer, Chief Technical Officer and Executive General Manager. Mr. Gili has served in executive roles with publicly traded mining companies, including as President and Chief Operating Officer of i-80 Gold Corporation (2021-2025) and, prior to that, as Chief Executive Officer with Nevada Copper Corporation (2018-2020). Mr. Gili became President of Ur-Energy in June 2025.

In September 2025, the Company announced the expansion of its accounting and finance team with the appointment of Jade Walle as Vice President Finance. Mr. Walle brings broad experience in corporate finance, capital markets, and financial reporting within the mining and energy sectors. Mr. Walle most recently served as an audit partner with PricewaterhouseCoopers LLP (PwC) from 2011 to 2024. He began his career with PwC in 1996 and advised publicly traded energy and mining companies across PwC’s offices in Tulsa, London, Houston, and Denver.

Mr. Walle’s technical accounting and capital markets experience includes serving in PwC’s Global Capital Markets Group in London from 1999 to 2002, where he assisted non-U.S. companies with U.S. market transactions and SEC reporting. He also held leadership roles, including oversight of a division of PwC’s center of excellence and its India acceleration center, which provided outsourced services to approximately 75 U.S. audit clients. Mr. Walle is a CPA, licensed in Oklahoma, Texas, and Colorado.

Subsequent to year end, Alex Ritchie was appointed General Counsel and Corporate Secretary of the Company, to succeed the retiring Penne Goplerud. Ms. Goplerud remains with the Company in a transition period. Mr. Ritchie has more than 25 years of diverse legal, executive and business experience. He was in private practice from 1999-2009, including nine years at a prominent Denver law firm, where he represented mining and energy clients on billions of dollars of transactions.

From 2009 to 2012, Mr. Ritchie served as senior corporate counsel for the U.S. subsidiary of an international oil and gas company, where he worked on environmental, major project, acquisition and divestiture, contract, and corporate matters. Before law school, he was a public accountant for three years at KPMG. Mr. Ritchie has been a thought leader and educator on natural resources law. From 2017 until joining Ur-Energy in January 2026, he was the Executive Director of The Foundation for Natural Resources and Energy Law (formerly the Rocky Mountain Mineral Law Foundation). From 2012 – 2017, he was an associate professor of law at the University of New Mexico School of Law where he taught natural resources, property and business law. Mr. Ritchie obtained his J.D. from the University of Virginia School of Law and his B.S.B.A in accounting from Georgetown University.

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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. These measures do not have standardized meanings within US GAAP or a defined basis of calculation. These measures are used by management to assess business performance and determine production and pricing strategies. They may also be used by certain investors to evaluate performance. 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

Sales per financial statements

Disposal fees

U 3 O 8 sales

U 3 O 8 pounds sold

U 3 O 8 price per pound sold

Sales per the consolidated financial statements includes U 3 O 8 sales and disposal fees. 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

Cost of sales per financial statements

Lower of cost or NRV adjustment

U 3 O 8 product costs

U 3 O 8 pounds sold

U 3 O 8 cost per pound sold

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. 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 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. 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.

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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

U 3 O 8 Product Sales

Produced

Non-produced

U 3 O 8 Pounds Sold

Produced

Non-produced

U 3 O 8 Price per Pounds Sold

Produced

Non-produced

In 2024, we delivered 570,000 pounds into term contracts at an average price per pound sold of $58.15.

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. The higher 2025 price per pound sold resulted from normal escalation factors in the existing term contracts.

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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

U 3 O 8 Product Costs

Ad valorem and severance taxes

Cash costs

Non-cash costs

Produced

Non-produced

U 3 O 8 Pounds Sold

Produced

Non-produced

U 3 O 8 Cost per Pound Sold

Ad valorem and severance taxes

Cash costs

Non-cash costs

Produced

Non-produced

In 2024, we delivered 570,000 pounds into term contracts at an average U 3 O 8 cost per pound sold of $64.34. 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 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. 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.

Our 2025 sales consisted of 330,000 produced pounds and 110,000 non-produced pounds. Production increased during 2025 leading to lower cash and non-cash costs per pound sold. Ad valorem and severance tax rates increased in 2025. In addition, the taxes are based on the sales value of the product sold, which increased in 2025. Driven by higher taxes, the produced cost per pound sold increased slightly in 2025 as compared to 2024.

The non-produced pounds acquired in 2024 were adjusted down to their NRV, which was the average spot price of $64.23 per pound, in 2025 Q1. We sold 110,000 of the non-produced pounds in 2025 Q3 at the reduced NRV.

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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

U 3 O 8 Product Sales

Produced

Non-produced

U 3 O 8 Product Costs

Produced

Non-produced

U 3 O 8 Product Profit (Loss)

Produced

Non-produced

U 3 O 8 Pounds Sold

Produced

Non-produced

U 3 O 8 Price per Pound Sold

Produced

Non-produced

U 3 O 8 Cost per Pound Sold

Ad valorem and severance taxes

Cash costs

Non-cash costs

Produced

Non-produced

U 3 O 8 Profit (Loss) per Pound Sold

Cash costs

Less ad valorem and severance taxes

Less non-cash costs

Produced

Non-produced

U 3 O 8 Profit (Loss) Margin

Cash costs

Less ad valorem and severance taxes

Less non-cash costs

Produced

Non-produced

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In 2024, sales of produced pounds generated a profit of $10.12 per pound sold and an average profit margin of about 16%. 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%. 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.

In 2025, normal term contract escalation factors led to a $1.55 per pound increase in the average price per produced pound sold in 2025.  As noted above, the cost per produced pound sold increased slightly in 2025, driven by higher ad valorem and severance taxes. As a result, sales of produced pounds generated a profit of $10.58 per pound sold and an average profit margin of about 17%, up slightly from 2024.

The average price per non-produced pound sold also increased in 2025, again driven by normal term contract escalation factors. As noted above, the cost per non-produced pound sold decreased in 2025 due to an adjustment down to their NRV in 2025 Q1. The resulting loss per non-produced pound sold decreased as compared to 2024.

The produced and non-produced pounds were primarily delivered into sales contracts that were executed in 2022 when the long-term price was between $43 and $52 per pound.

The combined 2025 average price per pound sold was $61.77 and the average cost per pound sold was $55.52, which resulted in an average profit per pound sold of $6.25 and an average profit margin of about 10%, up from a loss per pound sold of $6.19, or about 11%, in 2024.

U 3 O 8 Production and Ending Inventory

The following table provides information on our production of U 3 O 8 pounds.

U 3 O 8 Production

Unit

Pounds captured

Pounds drummed in

Pounds shipped

Non-produced pounds acquired

Wellfield production at Lost Creek continued to improve in 2025, with pounds captured increasing by 105,147 pounds, or 40%, during the year. The wellfield continued to add additional header houses in 2025, with average flow rates increasing by 890 gallons per minute, or 69%.  Efforts in 2026 will continue to focus on increasing flow rates into the plant.

Plant production at Lost Creek also continued to improve in 2025, with pounds drummed increasing by 161,231 pounds, or 65%, during the year. During 2025, we began to receive assay reports from the conversion facility dating back to shipments made in 2024 through 2025 Q1. The results of the assays were positive, indicating that we drummed 9,778 more pounds in 2024 and 6,611 more pounds in  2025 Q1 than we initially estimated. The plant will continue to focus on daily drumming to allow us to capture more pounds within the plant in 2026.

Pounds shipped increased 180,295 pounds, or 75%, in 2025 as compared to 2024. This reflects our increased focus on production and pounds drummed, in particular.

We currently have 15 drill rigs operating at Lost Creek, which is sufficient to meet our present development requirements. 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.

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The following table provides information on our ending inventory of U 3 O 8 pounds.

U 3 O 8 Ending Inventory

Unit

Pounds

In-process inventory

Plant inventory

Conversion inventory - produced

Conversion inventory - non-produced

Value

In-process inventory

Plant inventory

Conversion inventory - produced

Conversion inventory - non-produced

Cost per Pound

In-process inventory

Plant inventory

Conversion inventory:

Ad valorem and severance tax

Cash cost

Non-cash cost

Conversion inventory - produced

Conversion inventory - non-produced

We ended 2025 with a total of 406,089 pounds in inventory as compared to 335,327 pounds in 2024. Non-produced pounds in inventory decreased slightly after purchasing 100,000 pounds and selling 110,000 pounds. Produced pounds at the conversion facility increased by 112,352 pounds.

The related cost per produced pound at the conversion facility decreased by $11.16 per pound, or 19%, during 2025. This reflects the increase in production in combination with consistent costs year over year.  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. The decrease includes an NRV adjustment of $2.1 million as the non-produced pounds were decreased to their NRV in 2025 Q1, which was nearly offset by the purchase of 100,000 pounds at approximately $82.25 per pound in 2025 Q4.

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Quarterly U 3 O 8 Product Profit and Loss, Production, and Ending Inventory

The following table provides information on our quarterly U 3 O 8 product profit and loss.

U 3 O 8 Product Profit (Loss)

Unit

U 3 O 8 Product Sales

Produced

Non-produced

U 3 O 8 Product Costs

Produced

Non-produced

U 3 O 8 Product Profit (Loss)

Produced

Non-produced

U 3 O 8 Pounds Sold

Produced

Non-produced

U 3 O 8 Price per Pound Sold

Produced

Non-produced

U 3 O 8 Cost per Pound Sold

Ad valorem and severance taxes

Cash costs

Non-cash costs

Produced

Non-produced

U 3 O 8 Profit (Loss) per Pound Sold

Cash costs

Less ad valorem and severance taxes

Less non-cash costs

Produced

Non-produced

U 3 O 8 Profit (Loss) Margin

Cash costs

Less ad valorem and severance taxes

Less non-cash costs

Produced

Non-produced

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The following table provides information on our quarterly U 3 O 8 production.

U 3 O 8 Production

Unit

Pounds captured

Pounds drummed in

Pounds shipped

Non-produced pounds acquired

The following table provides information on our quarterly U 3 O 8 ending inventory.

U 3 O 8 Ending Inventory

Unit

Pounds

In-process inventory

Plant inventory

Conversion inventory - produced

Conversion inventory - non-produced

Value

In-process inventory

Plant inventory

Conversion inventory - produced

Conversion inventory - non-produced

Cost per Pound

In-process inventory

Plant inventory

Conversion inventory:

Ad valorem and severance tax

Cash cost

Non-cash cost

Conversion inventory - produced

Conversion inventory - non-produced

Generally, our cost per produced pound sold was relatively consistent during the year, while our price per pound sold fluctuated depending on the term contract prices of the respective sales.

Except for 2025 Q3, pounds drummed increased each quarter. As noted above, pounds drummed increased by 161,231 pounds, or 65%, during the year as compared to 2024. We were pleased with the overall increase during 2025 and remain focused on achieving further growth in 2026.

The cash cost per produced pound at the conversion facility decreased during the year, reflecting consistent production costs combined with increasing production levels. As noted above, ad valorem and severance taxes were impacted by higher tax rates and higher sales prices, which are used to calculate the taxes. Non-cash costs per produced pound increased slightly. The increase was driven by the amortization of asset retirement obligation assets, which increased as we expanded development activities in the wellfields.

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The non-produced cost per pound at the conversion facility increased in 2025 Q4 as compared to 2025 Q3 because of purchasing 100,000 pounds at approximately $82.25 per pound in 2025 Q4.

Year 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)

Change

Sales

Cost of sales

Gross profit (loss)

Operating costs

Operating profit (loss)

Interest income

Interest expense

Mark to market gain (loss)

Foreign exchange gain (loss)

Other income (loss)

Net income (loss)

Foreign currency translation adjustment

Comprehensive income (loss)

Earnings (loss) per common share:

Basic

Diluted

U 3 O 8 pounds sold

U 3 O 8 price per pound sold

U 3 O 8 cost per pound sold

U 3 O 8 profit (loss) per pound sold

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)

Change

U 3 O 8 product sales

Disposal fees

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Due to the nature of our contracts, we have a limited number of deliveries, which do not occur consistently during the year. Sales revenues are recognized when the product is transferred to the purchaser.

During 2025, we sold 440,000 pounds at an average price of $61.77 per pound for U 3 O 8 product sales of $27.2 million.  Disposal fees during 2025 were less than $0.1 million.

During 2024, we sold 570,000 pounds at an average price of $58.15 per pound for U 3 O 8 product sales of $33.1 million.  Disposal fees during 2024 were $0.6 million.

The higher average price per pound sold in 2025 compared to 2024 was due to normal term contract price escalation factors.  The lower volume in 2025 was due to the deferral of a 300,000-pound term contract sale to 2026.

The U 3 O 8 product sales in 2024 and 2025 were primarily delivered into sales contracts that were executed in 2022 when the long-term price was between $43 and $52 per pound.

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)

Change

U 3 O 8 product costs

Lower of cost or NRV adjustments

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.  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.  NRV adjustments during 2024 were $6.0 million.

The lower average cost per pound sold in 2025 compared to 2024 was primarily due to an NRV adjustment to non-produced pounds of $2.1 million in 2025 Q1, which lowered the average costs of the non-produced pounds when they were subsequently sold in 2025 Q3.  As noted above, the lower volume in 2025 was due to the deferral of a 300,000-pound term contract sale to 2026.

Cost of sales in 2025 included $2.7 million of NRV adjustments, of which $0.6 million related to produced inventory and $2.1 million related to non-produced inventory.  The produced inventory NRV adjustments were incurred in the first half of 2025. As production levels gradually increased, the NRV adjustments decreased, and largely stopped in the second half of 2025.  The non-produced inventory NRV adjustments were incurred in 2025 Q1 when the uranium spot price decreased below the carrying value of the non-produced pounds.

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.

The lower NRV adjustment in 2025 compared to 2024 was due to increased production levels and higher uranium spot prices, which reduced NRV adjustments on produced and non-produced pounds, respectively.

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Gross Profit (Loss)

Gross profit (loss) per the consolidated financial statements includes U 3 O 8 product sales, U 3 O 8 product costs, disposal fees, and lower of cost or NRV adjustments and consists of the following:

Year Ended

Gross Profit (Loss)

December 31,

(expressed in thousands of U.S. dollars)

Change

U 3 O 8 product sales

U 3 O 8 product costs

U 3 O 8 product gross profit (loss)

Disposal fees

Lower of cost or NRV adjustments

Gross profit (loss) is based on sales, which include product sales and disposal fees, and cost of sales, which include product costs and NRV adjustments. The gross profit was $0.1 million in 2025 compared to a gross loss of $9.0 million in 2024. In 2025, the gross profit from selling U 3 O 8 product was nearly offset by the lower of cost or NRV adjustments. The majority of the 2025 NRV adjustment related to non-produced pounds.

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.

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)

Change

Exploration and evaluation

Development

General and administration

Accretion of asset retirement obligations

Total operating costs increased $15.3 million in 2025. The increase was primarily due to development costs, which increased by $12.9 million due to ramp up activities at Lost Creek and initial pre-mining development activities at Shirley Basin.

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. The $1.1 million increase in 2025 was primarily due to additional labor costs and exploration costs related to our exploration programs at Lost Soldier, North Hadsell, and Lost Creek South. These increases were partially offset by lower service and non-cash 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. The $0.8 million increase in 2025 was primarily related to higher labor and outside service costs, which were partially offset by lower non-cash costs.

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Development expenses increased approximately $12.9 million in 2025.  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)

Change

Lost Creek mine unit development

Lost Creek disposal well development

Shirley Basin mine unit development

Other development

The Company is considered an exploration stage issuer and expenses its pre-production development costs. These development costs are incurred in advance of production from the related mining areas. 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 first mine unit and other development costs.

Production stage issuers, as defined by the SEC, having established proven and probable reserves, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method. Depletion is then allocated to inventory and as the inventory is sold, to cost of sales. We are an exploration stage issuer which has resulted in the Company reporting larger losses than if we were a production stage issuer, due to the expensing, instead of capitalization, of expenditures relating to ongoing mine development activities. Additionally, there would be no corresponding depletion allocated to future periods of the Company since those costs had been expensed previously, resulting in both lower inventory costs and cost of sales, and results of operations with higher gross profit and lower gross loss than if we would have been in the production stage. As a result, our consolidated financial statements may not be directly comparable to the financial statements of production stage issuers.

As noted above, development expenses increased approximately $12.9 million in the year ended December 31, 2025. The increase was driven by development activities and wellfield construction costs related to the Shirley Basin mine unit (“MU”) one development program. Lost Creek development costs also increased in 2025 as we completed development activities at MU2 and began development activities in MU1 Phase 2, MU4, and MU5.  Activities related to drilling a disposal well at Lost Creek were completed in 2024, leading to higher disposal well development costs in that year as compared to 2025.

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.

Mark-to-market adjustments include revaluations of the Company’s warrant liability and uranium inventory loan during the year plus the initial December 2025 revaluation of derivative instruments associated with the Company’s convertible notes. Increases in the Company’s share price and spot uranium prices led to mark-to-market losses on the warrant liability and uranium inventory loan, respectively, in 2025.  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 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.

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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. During 2025, net cash of $114.9 million was provided from financing activities, $43.1 million was used in operating activities, and $23.6 million was used in investing activities.

Operating activities used $43.1 million of cash and cash equivalents in 2025. This includes sales of 440,000 pounds of U 3 O 8 for $27.2 million and the collection of $16.5 million in January 2025 from a uranium sale made in late 2024.  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.

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 raised net proceeds of $98.3 million through the sale of convertible notes, net of financing costs and related capped call purchase costs. We received $1.8 million from the exercise of warrants and stock options and paid $0.1 million in settlement of RSUs redeemed for cash.  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”). 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.

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. 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.

On June 28, 2023, we filed a new universal shelf registration statement on Form S-3 with the SEC through which we may offer and sell, from time to time, in one or more offerings, at prices and terms to be determined, up to $175 million of our common shares, warrants to purchase our common shares, our senior and subordinated debt securities, and rights to purchase our common shares and/or senior and subordinated debt securities. 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 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.

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 gross proceeds to Ur-Energy from this offering were approximately $46.1 million. After fees and

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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.  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. The option was exercised in full. Including the exercised option, the Company issued a total of 65,722,500 common shares. The gross proceeds to the Company from this offering were approximately $69.0 million. After fees and expenses of $3.8 million, net proceeds to the Company were approximately $65.2 million.

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. 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. 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. We are closely monitoring current and expected production from both projects.  The Company may seek to alter our 2026 delivery and inventory loan repayment schedules, borrow additional pounds from the inventory loans, or consider additional uranium purchases, if necessary.

In 2025, we recorded construction costs and capital equipment purchases of approximately $25.5 million at Shirley Basin. We expected to spend approximately $35.6 million in 2025. The $10.1 million variance was largely a timing difference as certain construction activities related to the plant enclosure could not be completed in 2025 Q4 primarily due to wind and other weather-related conditions at the site. The remaining 2025 capital expenditures are expected to be made in 2026. In 2026, we expect to record total construction costs and capital equipment purchases of approximately $25.5 million, including the $10.1 million timing difference from 2025 and the construction of a water treatment system at Shirley Basin.

In 2025, we recorded development costs of approximately $15.2 million at Shirley Basin, including initial wellfield, plant and site administrations costs, which are being charged to development expense until production commences. We expected to spend approximately $13.4 million in 2025. The $1.8 million variance reflects additional costs associated with development efforts at Shirley Basin to achieve start up expectations.  In 2026, we expect to spend approximately $10.1 million on development expenditures at Shirley Basin plus a portion of the initial 2026 wellfield, plant and site administration costs.  After production commences, the subsequent wellfield, plant and site administration costs will be treated as production costs and no longer included in development costs.

At Lost Creek, we plan to construct a wastewater treatment facility. The estimated cost of the facility is $25.0 million.  The construction is expected to start in 2026 H2 and be completed in 2027. The purpose of the facility is to improve our ability to remove solids carried in the wellfield solutions before entering the plant and to reduce the amount of wastewater going to deep disposal wells. The facility is expected to benefit current operations and future restoration by allowing greater flow rates into the plant and optimize wastewater disposal from restoration of depleted wellfields.

Subsequent to December 31, 2025, 38,259,999 warrants were exercised for 19,129,999 underlying whole common shares at an average exercise price of $1.50 per share for proceeds of $28.7 million. As of March 4, 2026, our cash and restricted cash position was $115.3 million and did not include 24,684,999 of the aforementioned warrants exercised in February 2026 for 12,342,499 whole common shares at an average exercise price of $1.50 per share for proceeds of $18.5 million, which will be collected in March 2026.

We anticipate that the capital projects at Shirley Basin and Lost Creek will be funded by cash on hand, warrant proceeds, and expected operating cash flow. 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.

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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. In addition to Shirley Basin, we will remain focused on the continued ramp up and optimization of operations to increase production rates at Lost Creek.

At Shirley Basin, we have significantly advanced the construction of the plant building and have installed all IX columns and other tanks. Through February 2026, we have pilot drilled 469 injection and production wells in MU1. HHs 1-1 and 1-2 are onsite and three additional header houses are awaiting delivery to Shirley Basin from our Casper construction facility.

HH 1-1 is ready to be brought online to commence injection in and recovery from the wellfield once we have received regulatory approvals. The URP began its pre-operational inspection in late February 2026, and the wellfield data package is under review by the WDEQ.

After initial injection, we will continue to focus at Shirley Basin on completing construction activities inside the plant and the installation and commissioning of all production circuits to transport resin to Lost Creek for processing, drying and drumming. We expect to be able to commence transporting loaded resin to Lost Creek in summer 2026, subject to the receipt of regulatory approvals. Once we are producing and processing U 3 O 8 from Shirley Basin, we intend to commence the development of phase two operations, which will include wastewater disposal.

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.

At Lost Creek, in 2025 compared to 2024: we captured 105,147 more pounds U 3 O 8 ; drummed 161,231 more pounds U 3 O 8 ; and sold 60,000 more produced pounds U 3 O 8 . Although the total pounds that we sold decreased from 2024 to 2025, the decrease was due to the deferral of a 300,000-pound term contract sale to 2026. Our production increases from 2024 to 2025 led to lower cash and non-cash costs per pound sold (exclusive of taxes), higher U 3 O 8 profit per pound sold, and higher U 3 O 8 profit margin. In 2026 at Lost Creek, we will continue to focus on increasing production rates, profit per pound sold, and profit margin.

Our efforts to increase production rates at Lost Creek will include continuing work to resolve the remaining operational challenges associated with our ramp-up. To allow for sustained higher flow rates into the plant and to reduce the amount of wastewater generated at Lost Creek, we plan to initiate construction of a wastewater treatment facility in 2026. We also intend to improve our reverse osmosis systems, implement a more robust maintenance plan, and continue our focus on daily drumming to allow us to package and ship more pounds from the plant.

We plan to conduct additional development activities in MU1 Phase 2, MU5 and MU3 at Lost Creek, and to bring new header houses online in MU1 Phase 2 in 2026 H2. We have 15 drill rigs supporting the development of these Lost Creek recovery areas, as well as delineation of MU4 for planning and development work.

We have conducted a significant amount of hiring since 2023 for the ramp up at Lost Creek and construction and commencement of operations at Shirley Basin. We completed recruitment and hiring within our phased plan for staffing at Shirley Basin. Our recruitment approach has allowed for more thorough safety and task training of staff prior to commencement of operations.

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. 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 . Sales prices are anticipated to be profitable on an all-in production cost basis and escalate annually from initial pricing.

Although Lost Creek and Shirley Basin remain the Company’s priorities, we also plan to continue our exploration program in 2026 to increase our potential to leverage existing infrastructure and expand our potential uranium resources.

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In 2025, we began exploration work at our Lost Soldier project northeast of Lost Creek, which included the installation of 18 aquifer test wells. In anticipation of possible permitting, we plan to begin aquifer testing in 2026 Q1 to allow us to better understand the local hydrogeology. Also to prepare for possible permitting, we plan to initiate baseline environmental studies in 2026. Our work continues to analyze drill data and other geologic and hydrogeologic data to calculate a mineral resource estimate; we anticipate preparing a technical report of estimated mineral resources at Lost Soldier in 2026.

We also commenced a program to drill 50 exploration holes at our North Hadsel Project in 2025. We intend to complete that program by the summer 2026, after which we plan to commence a program to drill 120 exploration holes at our LC South Project.

Subsequent to December 31, 2025, 38,259,999 warrants were exercised for 19,129,999 underlying whole common shares at an average exercise price of $1.50 per share for proceeds of $28.7 million.  As of March 4, 2026, our cash and restricted cash position was $115.3 million and did not include 24,684,999 of the aforementioned warrants exercised in February 2026 for 12,342,499 whole common shares at an average exercise price of $1.50 per share for proceeds of $18.5 million, which will be collected in March 2026.

Our safety performance improved from 2024 to 2025. Particularly with the level of new staff and contractors and significant construction and operational activity at both mine sites, we will continue to focus on maintaining safe and compliant operations.

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

Shares issuable upon the exercise or redemption of:

Stock options

Restricted share units

Warrants

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.

Financial Instruments and Other Instruments

As of December 31, 2025, and 2024, 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, 2025

December 31, 2024

Cash and cash equivalents

Restricted cash and cash equivalents

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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. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts, and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. Of the amount held on deposit, approximately $0.6 million is covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation, or the U.S. 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.

Subsequent to December 31, 2025, 38,259,999 warrants were exercised for 19,129,999 underlying whole common shares at an average exercise price of $1.50 per share for proceeds of $28.7 million.  As of March 4, 2026, our cash and restricted cash position was $115.3 million and did not include 24,684,999 of the aforementioned warrants exercised in February 2026 for 12,342,499 whole common shares at an average exercise price of $1.50 per share for proceeds of $18.5 million, which will be collected in March 2026.

Subsequent to December 31, 2025, the Company entered into an arrangement with a bank that utilizes the IntraFi Cash Service (“ICS”) network to allow our U.S. deposits to be placed at multiple deposit institutions in order to maximize FDIC insurance coverage.  As a result, the amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation, or the FDIC increased to $31.1 million as of March 4, 2026, leaving approximately $95.7 million at risk should the financial institutions in which these amounts are invested be rendered insolvent.

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.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. As of December 31, 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. 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.