URANIUM ENERGY CORP (UEC)

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

The following Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Uranium Energy Corp.  and its subsidiaries (collectively, the “Company,” “our” and “we”).  This MD&A should be read in conjunction with our unaudited interim condensed consolidated financial statements for the three and nine months ended April 30, 2026 and the notes thereto and Annual Report on Form 10-K for the year ended July 31, 2025 (the “Annual Report”), including the audited consolidated financial statements for the fiscal year ended July 31, 2025, and notes thereto. Unless otherwise stated, all references to dollar amounts herein are to United States dollars.

Business

We have been primarily engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing. Our principal projects are located in Wyoming and Texas in the U.S. and in Saskatchewan, Canada, as more fully described in our Annual Report.

In August 2024, we restarted uranium extraction at our fully permitted, and past producing, Christensen Ranch Mine ISR operation in Wyoming. During Fiscal 2025, our initial production as part of ramp up yielded 103,545 pounds and 26,421 pounds of precipitated uranium and dried and drummed U3O8 (uranium concentrate), respectively. In the nine months ended April 30, 2026, 146,550 pounds of precipitated uranium and dried and drummed U3O8 were produced at Christensen Ranch. We expect the ramp-up phase will continue while new production areas are being constructed in 2026. In March 2026, we secured State regulatory approval and commenced operating three additional header houses in Wellfield 11 at our Christensen Ranch Mine. Preconditioning of Wellfield 11 started thereafter, followed by carbon dioxide and oxygen injection to initiate the uranium recovery process. We continued to develop new production areas at Christensen Ranch during the quarter. One header house in Wellfield 11 is complete and is awaiting regulatory approval. Five more header houses are under construction in Wellfields 12 and 10-extension. Additionally, baseline water quality sampling was completed in Wellfield 10-extension.

At Ludeman, our third ISR project, the previously announced 240-hole delineation drill program was completed. This work will assist wellfield pattern design currently underway. Additionally, core samples were collected for subsequent laboratory testing. Engineering work for the satellite ion-exchange plant progressed with the plant layout and pad design largely finalized and fabrication of the ion-exchange vessels ahead of schedule. The engineering team continues to advance the remainder of the mechanical equipment specifications which allows us to begin the procurement process for longer lead time equipment. Uranium captured on ion-exchange resin at the Ludeman satellite plant will be transported to the Irigaray central processing plant (the “CPP”), our hub in the Powder River Basin, for stripping, precipitation, drying and packaging.

Uranium recovered from our Christensen Ranch Mine is processed at our Irigaray CPP, which has a licensed production capacity of four million pounds of U3O8 per year. The Irigaray CPP is the hub central to our four fully permitted ISR projects located in the Powder River Basin of Wyoming, including our Christensen Ranch Mine and our Reno Creek, Moore Ranch and Ludeman Projects.

25

Table of Contents

On August 1, 2025, our Sweetwater Project was designated as a FAST-41 transparency project by the U.S. Federal Permitting Improvement “Steering Council” as part of the implementation of President Trump’s Executive Order on Immediate Measures to “Increase American Mineral Production”. Our first milestone in the FAST-41 process was completed in our second fiscal quarter with the submission of the Sweetwater Plan of Operations for ISR operations to the Bureau of Land Management (“BLM”) on November 14, 2025. BLM’s 30-day public comment period for the Plan of Operations began on March 16, 2026 and ended April 17, 2026. Comments will be evaluated during the National Environmental Policy Act process, which began in June 2026. A 200-hole delineation drilling program in the first two planned wellfields at Sweetwater commenced in March and was completed in early May for the Sweetwater North area where wellfield pattern planning has commenced. A second 200-hole delineation drilling program is scheduled to begin in July 2026 where the third ISR wellfield at Sweetwater is planned. We have commenced the assessment of refurbishment requirements for the Sweetwater Mill for both conventional and ISR operations. Ion-exchange vessels for the Sweetwater ISR circuit are under construction.

In Texas, our fully-licensed and 100% owned Hobson CPP forms the basis for our regional operating strategy in the State of Texas, specifically the South Texas Uranium Belt, where we utilize ISR mining. We utilize a “hub-and-spoke” strategy whereby the Hobson Processing Facility, which has a physical capacity to process uranium-loaded resins of up to a total of two million pounds of U3O8 annually and is licensed to process up to four million pounds of U3O8 annually, acts as the central processing site (i.e. a hub) for our Burke Hollow Mine and Palangana Mine, and future satellite uranium mining activities, such as our Goliad Project, located within the South Texas Uranium Belt (i.e. the spokes). In April 2026, we received approval from the Texas Commission on Environmental Quality and commenced production at our Burke Hollow Mine in South Texas. In order to initiate the uranium recovery process, oxygen and carbon dioxide were injected into the wellfield and will provide initial feed to the ion-exchange plant. The satellite ion-exchange plant, including columns, resin and water treatment systems with an overall capacity of 2,500 gallons per minute was commissioned in the fiscal third quarter. Wellfield development continued in phase 1A. An additional 46 wells were completed and tested for mechanical integrity facilitating installation of pumps and related piping and infrastructure. The main trunkline, piping, and valves have been installed and tested, as well as piping for oxygen delivery to the field.

In Canada, as part of the planned pre-feasibility study at the Roughrider Project, we have substantially completed a 35,000-meter conversion core drilling program. This included resource targets across the West Zone, East Zone and Far East Zone, aiming to convert inferred estimated resources into the indicated category at the Roughrider Project. 80% of the planned drilling has been completed to date. We have engaged Tetra Tech Canada Inc. to provide lead technical services for the preparation of the pre-feasibility study. Process flow diagrams, mass and water balance drawing, and process equipment lists have been completed. Concurrently, we have provided an electrical load list and a transmission interconnection service request to SaskPower for a Definition Phase Agreement connecting high-voltage power to the Roughrider Project. We continue to advance Roughrider through technical and environmental studies, community engagement and assessing opportunities to further de-risk the project. The processes of updating the environmental baseline work and Indigenous engagement supports a future Environmental Impact Assessment and licensing required for uranium production.

In September 2025, we announced the incorporation of United States Uranium Refining & Conversion Corp. (“UR&C”), which is intended to pursue the feasibility of developing a new uranium refining and conversion facility in the U.S. The project will move forward contingent on several factors, including completion and assessment of additional engineering and economic studies, securing strategic government commitments, utility contracts, regulatory approvals and favorable market conditions. On March 18, 2026, UR&C received a docket number from the U.S. Nuclear Regulatory Commission (“NRC”) for its planned uranium conversion facility. The formal license application is expected to be submitted once engineering and design activities, currently underway with Fluor Corporation (“Fluor”), are complete and a site has been selected. Ongoing discussions with the U.S. Department of Energy regarding strategic nuclear fuel cycle infrastructure has led UR&C to broaden its site selection process. Additional candidate locations are being evaluated to ensure alignment with federal priorities to restore domestic uranium conversion capacity and strengthen America's nuclear fuel supply chain. This work has culminated in the identification of a final shortlist of candidate locations. Concurrently, work led by Fluor is advancing into a new phase in their Greenville, South Carolina offices, with a significant expansion of engineering and technical resources supporting facility design, siting, licensing and development.

26

Table of Contents

In Paraguay, the Alto Paraná Project hosts a globally significant titanium resource. We commissioned TZ Minerals International PTY LTD (“TZMI”) to review the project’s positioning within the U.S. critical materials framework. TZMI reviewed the potential opportunity and the previously disclosed resource estimate and initial assessment (“PEA”) disclosed by us in November 2023(1). In its recently completed report, TZMI identified the project’s unique strategic fit, including being located in a U.S. aligned partner country, its access to clean, low-cost power and its ability to integrate into U.S. and allied downstream processing supply chains. It also highlighted that Alto Paraná presents an opportunity to directly address three structural vulnerabilities in U.S. critical minerals policy: 1) being its current near-total reliance on imported titanium sponge feedstock, 2) the high concentration of vanadium unit supply from a limited number of jurisdictions and, 3) the limited availability of large-scale, allied supply sources within the Western Hemisphere. The PEA and this new report highlight the unique advantages of this world-class, large-scale ilmenite deposit, including its high grade, surface accessibility and low-cost, low-carbon advantages supported by proximity to hydroelectric power, enabling long-life production. The PEA evaluated two development scenarios based on estimated indicated and inferred mineral resources. The first scenario yielded a net present value discounted at 8% (“NPV8”) of $419 million with a 21% post-tax internal rate of return (“IRR”) utilizing less than 0.2% of the regional resource per year. The second, larger-scale scenario set out a NPV8 of $1.55 billion with a 25% post-tax IRR utilizing less than 0.7% of the regional resource per year (1) . The project hosts an estimated inferred mineral resource of 3.58 billion tonnes at an average grade of approximately 7.3% TiO₂ and an estimated indicated mineral resource of 70 million tonnes at an average grade of approximately 7.6% TiO₂ (2) .

Notes:

27

Table of Contents

On October 2, 2025, we completed a private placement offering of 575,000 shares of our common stock issued as “flow-through shares”, as defined in subsection 66(15) of the Income Tax Act (Canada), for gross proceeds of $8.6

[Excerpt truncated for page length; source filing is linked above.]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

The following management’s discussion and analysis of the Company’s financial condition and results of operations contain forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations.  In evaluating these statements, you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Annual Report for the fiscal year ended July 31, 2025, including the consolidated financial statements and related notes contained herein.  These factors, or any one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement made in this document.  Refer to “Cautionary Note Regarding Forward-Looking Statements” and Item 1A. Risk Factors herein.

Introduction

The following discussion summarizes the results of operations for each of our fiscal years ended July 31, 2025, 2024 and 2023 and our financial condition as at July 31, 2025 and 2024, with a particular emphasis on Fiscal 2025, our most recently completed fiscal year.

Business

We have been primarily engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing. Our principal projects are located in Wyoming and Texas in the United States and in Saskatchewan, Canada.

We utilize ISR mining for our uranium projects where possible which we believe, when compared to conventional open pit or underground mining, requires lower capital and operating expenditures with a shorter lead time to extraction and a reduced impact on the environment. At July 31, 2025, we had no uranium supply or off-take agreements in place.

In August 2024, we restarted uranium extraction at our fully permitted, and past producing, Christensen Ranch Mine ISR operation in Wyoming. During Fiscal 2025, our initial production as part of ramp up yielded 103,545 pounds and 26,421 pounds of precipitated uranium and dried and drummed concentrate, respectively, at the end of such period. We expect the ramp-up phase will continue while new production areas are being constructed in 2025 and 2026. At the same time, we have continued to advance our Roughrider and Burke Hollow Projects with resource expansions and development programs, respectively. Uranium recovered from the Christensen Ranch Mine ISR operation will be processed at our Irigaray CPP. The Irigaray CPP is the hub central to our fully permitted ISR projects located in the Powder River Basin of Wyoming, including our Christensen Ranch Mine, Reno Creek and Ludeman Projects. On October 16, 2024, we received approval from the WDEQ Quality, Uranium Recovery Program, to increase the licensed production capacity at the Irigaray CPP to 4.0 million pounds of U3O8 annually.

Our fully-licensed and 100% owned Hobson processing facility forms the basis for our regional operating strategy in the State of Texas, specifically the South Texas Uranium Belt, where we utilize ISR mining. We utilize a “hub-and-spoke” strategy whereby the Hobson processing facility, which has a physical capacity to process uranium-loaded resins of up to a total of two million pounds of U3O8 annually and is licensed to process up to four million pounds of U3O8 annually, acts as the central processing site (the hub) for our Palangana Mine, and future satellite uranium mining activities, such as our Burke Hollow Project, located within the South Texas Uranium Belt (the spokes).

On December 17, 2021, we acquired a 100% interest in U1A (now UEC Wyoming Corp.). With the acquisition of U1A in Fiscal 2022, the Irigaray CPP forms the focus of our regional operating strategy in the Powder River and Great Divide uranium districts in the state of Wyoming.

79

Table of Contents

In 2022, we acquired a substantial portfolio of projects in Canada, with the purchase of UEX and the Roughrider Project from a subsidiary of Rio Tinto. The UEX portfolio consists of a mix of uranium deposits, primarily focused on the Athabasca Basin uranium district in Saskatchewan, Canada. This includes interests in the Shea Creek, Christie Lake, Horseshoe Raven, Millennium and Wheeler River Projects. In addition to advancing its uranium development projects through its ownership interest in JCU, UEX was advancing several other uranium deposits in the Athabasca Basin which include the Paul Bay, Ken Pen and Ōrora deposits at the Christie Lake Project, the Kianna, Anne, Colette and 58B deposits at its currently 49.1%-owned Shea Creek Project, and the Horseshoe and Raven deposits located on its 100%-owned Horseshoe-Raven Project. The Roughrider Project is an exploration stage asset, having been advanced by Rio Tinto over a decade of work. The acquisition brought in an exploration stage, high-grade, conventional asset into UEC’s portfolio that, along with the UEX acquisition, begins to develop a critical mass of 100% owned resources in the Athabasca Basin to accelerate extraction and/or production plans. The two transactions provide a portfolio of medium to long term, high-grade, conventional projects that complement our nearer term, U.S. ISR assets.

On November 7, 2024, we filed an initial assessment TRS that includes an economic analysis and mineral resource estimate for our Roughrider Project, located in Northern Saskatchewan, Canada. The economic analysis is included in a TRS titled “S-K 1300 Initial Assessment Report – Roughrider Uranium Project, Saskatchewan, Canada”, issued on November 5, 2024 and prepared for the Company by Tetra Tech Canada Inc., Understood Mineral Resources Ltd., Snowden Optiro, Terracon Geotechnique Ltd. and Clifton Engineering Group Inc., in accordance with Item 1302 of S-K 1300.

On December 6, 2024, the Company completed the acquisition of all of the issued and outstanding shares of capital stock of (i) Sweetwater Uranium Inc. (formerly Kennecott Uranium Company (again KUC)) and (ii) Wyoming Coal Resources Company (again WCRC) from Rio Tinto America Inc. (collectively, again, the Sweetwater Acquisition). KUC and WCRC collectively own or hold the following major assets: (i) the facilities, equipment, improvements and fixtures for the processing of uranium located in Sweetwater County, Wyoming, and related facilities and impoundments (again, the Sweetwater Plant); (ii) the Red Desert Project, a uranium project adjacent to the Sweetwater Plant; and (iii) the Green Mountain Project, a uranium project located 22 miles north of the Sweetwater Plant, with two deposits that have potential for ISR mining and three deposits that are considered appropriate for conventional mining. The consideration for the Sweetwater Acquisition was $175.4 million in cash plus acquisition related costs of $4.2 million.

With the completion of the Sweetwater Acquisition in December 2024, we expanded our footprints in Wyoming with our Wyoming hub-and-spoke operations. The acquisition of UEX in August 2022 and the acquisition of Roughrider Mineral Holdings Inc. in October 2022 further expanded our footprints in Canada and, in particular, the Athabasca Basin in Saskatchewan. We continue to establish additional uranium mines through exploration and pre-extraction activities and direct acquisitions in both the U.S. and Paraguay, all of which require us to manage numerous challenges, risks and uncertainties inherent in our business and operations as more fully described in Item 1A. Risk Factors herein.

During Fiscal 2025, the Company increased its equity interests in Anfield (TSX-V: AEC, NASDAQ: AEC). Effective August 1, 2025, Anfield completed a share consolidation on the basis of one (1) post-consolidation common share for every seventy-five (75) pre-consolidation common shares. As at July 31, 2025, the Company owned 4,978,877 post-consolidated common shares of Anfield, representing approximately 31.8% of the outstanding common shares of Anfield on a non-diluted basis and approximately 36.99% on a partially diluted basis after assuming the exercise of 1,283,639 post-consolidated share purchase warrants of Anfield held by the Company.

On August 18, 2025, we incorporated UEC US Uranium LLC for the purpose of holding and administering our physical uranium assets and related contractual arrangements in the U.S.

In September 2025, we announced the incorporation of UR&C, which is intended to pursue the feasibility of developing a new uranium refining and conversion facility in the U.S. The project will move forward contingent on several factors, including completion and assessment of additional engineering and economic studies, securing strategic government commitments, utility contracts, regulatory approvals and favorable market conditions. The Company has begun initial discussions with the U.S. government, state-level energy authorities, utilities and financial entities, and will report further updates as these engagements advance.

We also hold certain mineral rights in various stages in the States of Arizona, New Mexico, Texas and Wyoming, and in Canada and in the Republic of Paraguay, many of which are located in historically successful mining areas and have been the subject of past exploration and pre-extraction activities by other mining companies.

Our operating and strategic framework is to become a leading low-cost North American focused uranium supplier based on expanding our uranium extraction activities, which includes advancing certain uranium projects with established mineralized materials towards uranium extraction and establishing additional mineralized materials on our existing uranium projects or through acquisition of additional uranium projects.

80

Table of Contents

Results of Operations

For Fiscal 2025, we recorded sales and service revenue of $66.84 million and realized gross profit of $24.48 million.  For Fiscal 2024, we recorded sales and service revenue of $0.22 million and realized gross profit of $0.04 million.  For Fiscal 2023, we recorded sales and service revenue of $164.39 million and realized gross profit of $49.67 million.

We recorded a net loss of $87.66 million ($0.20 per share) for Fiscal 2025, $29.22 ($0.07 per share) for Fiscal 2024, and $3.31 million ($0.01 per share) for Fiscal 2023. Income (loss) from operations during Fiscal 2025, Fiscal 2024 and Fiscal 2023 were $(73.32) million, $(56.40) million and $8.87 million, respectively.

Throughout Fiscal 2025, we continued ramping up mining activities at our Christensen Ranch Mine, resulting in initial production of 103,545 pounds and 26,421 pounds of precipitated uranium and dried and drummed concentrate, respectively, as of the end of the period. We expect the ramp-up phase will continue while new production areas are being constructed in 2025 and 2026. The rest of our uranium projects are expected to remain in a state of operational readiness and the relevant expenditures, which are directly related to regulatory/mine permit compliance, lease maintenance obligations and maintaining a necessary labor force, are being charged to our consolidated statement of operations.

As of July 31, 2025, we had 300,000 pounds of uranium inventory purchase commitments outstanding for a total purchase price of $11.11 million. Deliveries under these commitments are scheduled for Fiscal 2026 at a weighted average price of $37.05 per pound.

As of July 31, 2025, the carrying value of our uranium inventories, including uranium concentrates from extraction and purchased uranium) was $74.04 million (July 31, 2024: $75.62 million).

Sales and Service Revenue

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

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]