Ur-Energy Inc: Form 10-Q for the period ended Sep 30, 2025

Business Overview

The following discussion and analysis by management is designed to provide information that we believe is necessary for an understanding of our financial condition, changes in financial condition, and results of our operations and should be read in conjunction with the audited financial statements and MD&A contained in our Annual Report on Form 10-K for the year ended December 31, 2024.

Incorporated on March 22, 2004, Ur-Energy is an exploration stage issuer, as that term is defined by the U.S. Securities and Exchange Commission (“SEC”). We are engaged in uranium recovery and processing activities, including the acquisition, exploration, development, and operation of uranium mineral properties in the U.S. We are operating our first in situ recovery uranium facility at our Lost Creek Project in Wyoming. Ur-Energy is a corporation continued under the Canada Business Corporations Act on August 8, 2006. Our common shares are listed on the TSX under the symbol “URE” and on the NYSE American under the symbol “URG.”

Ur-Energy has one wholly owned subsidiary, Ur-Energy USA Inc., incorporated under the laws of the State of Colorado. Ur-Energy USA Inc. has three wholly-owned subsidiaries: NFU Wyoming, LLC, a limited liability company formed under the laws of the State of Wyoming which acts as our land holding and exploration entity; Lost Creek ISR, LLC, a limited liability company formed under the laws of the State of Wyoming to operate our Lost Creek Project and hold our Lost Creek properties and assets; and Pathfinder Mines Corporation, incorporated under the laws of the State of Delaware, which holds, among other assets, the Shirley Basin Project in Wyoming. Our material U.S. subsidiaries remain unchanged since the filing of our Annual Report on Form 10-K, dated April 11, 2025.

We utilize in situ recovery (“ISR”) of the uranium at our flagship project, Lost Creek, and will do so at Shirley Basin and other projects where possible. The ISR technique is employed in uranium extraction because it allows for an effective recovery of roll front uranium mineralization at a lower cost. At Lost Creek, we extract and process uranium oxide (“U3O8”) for shipping to a third-party conversion facility to be weighed, assayed and stored until sold. After sale, when further processed, the uranium we have produced fuels carbon-free, emissions-free nuclear power which is a cost-effective, safe, and reliable source of electrical power. Nuclear power provides an estimated 55% of the carbon-free electricity in the U.S.

Our Lost Creek Project is permitted and licensed for annual recovery of up to 1.2 million pounds U3O8. The processing facility at Lost Creek, which includes all circuits for the production, drying and packaging of U3O8 for delivery into sales transactions, is designed and approved under current licensing to process up to 2.2 million pounds of U3O8 annually, which provides additional capacity of up to one million pounds U3O8 to process material from other sources. The Lost Creek processing facility will be utilized to process captured U3O8 from our Shirley Basin Project for which a satellite plant is being built in 2025, with expected commissioning in 2026. The Shirley Basin permit and license allow for the construction of a full processing facility, providing greater operating flexibility as may be dictated by future market conditions.

Our sales deliveries in 2025 are projected to be 440,000 pounds U3O8 into two of our sales agreements. We anticipate completing the remaining deliveries in Q4 with our existing conversion facility inventory. We now have eight multi-year sales agreements which together anticipate sales of approximately 6.0 million pounds U3O8 between 2025 and 2033.

Industry and Market Update

The Trump Administration continues with its strong support for energy and mineral development which began on day one of the Administration with the Executive Order titled “Unleashing American Energy.” The Order makes it U.S. policy to encourage energy exploration and production. Support for energy projects, and specifically nuclear energy and domestic uranium, has continued throughout the year.

President Trump issued four Executive Orders in May 2025 with the objective of taking “swift and decisive action” to rapidly advance U.S. nuclear power generation and global nuclear influence in the interest of America’s national security. The Executive Orders call for 10 new large reactors to be under construction by 2030 and for quadrupling American nuclear energy capacity from 100 GW in 2024 to 400 GW by 2050.

These May 2025 Executive Orders complement other federal actions and bipartisan Congressional actions to advance the domestic nuclear fuel cycle. The U.S. Department of Energy (DOE) is advancing its low-enriched uranium (LEU) and high-assay, low-enriched uranium (HALEU) programs following the award of initial contracts for enrichment services in 2024 Q4 and additional contracts in 2025 Q3 with specific contract awards by DOE outstanding. Domestic uranium supply is preferred for use in the programs.

The U.S. Department of Commerce (DOC) continues its national security probe under Section 232 of the Trade Expansion Act of 1962 into the impact of imports of critical minerals which specifically includes uranium. This investigation is ongoing while there is also consideration of formally adding uranium to the federal list of critical minerals which could facilitate funding and regulatory opportunities for domestic uranium projects.

The Section 232 investigation is expected to be complete with a report from DOC to the White House containing recommendations to the President. Following submission of the report, the President has 90 days to act. The impact of the investigation and subsequent remedies, if any, are unknown at this time but could have a positive impact on Ur-Energy as one of the largest uranium producers in the U.S.

Most recently, it was announced that Westinghouse (owned by Cameco and Brookfield Renewable Partners) has partnered with the U.S. government to build at least $80 billion worth of new nuclear reactors in the U.S. to support the growing demand on the electricity grid being generated by big data and artificial intelligence.

This continued support from the U.S. federal government adds to the already positive effects on our industry resulting from the expansion of big data and artificial intelligence demands on electricity with a decided preference to nuclear energy. Together with China, the U.S. is expected to be the largest growth market for these demands. As additional power purchase agreements are announced for data facilities, the opportunities for proven domestic uranium producers increase.

Although tariffs and geopolitical trade actions continue to dominate the news, uranium has been largely excluded from tariffs. Whether the ongoing Section 232 action or other geopolitical events will change tariff rates remains to be seen. Regardless of whether tariffs are implemented on uranium, it is unlikely it would impact Ur-Energy because nearly all our deliveries to customers are within the U.S. and therefore are not likely to be affected by imposition of tariffs.

The uranium market continues to be volatile in reaction to these events. Spot pricing was $78.50 at the close of 2025 Q2 and, while continuing to show volatility, remained generally in the $70s or higher throughout 2025 Q3 with a high of $84/pound in late September. Spot pricing closed Q3 at $82.63.

Mineral Rights and Properties

We have 12 U.S. uranium properties. Ten of our uranium properties are in the Great Divide Basin, Wyoming, including Lost Creek. Currently, we control nearly 1,800 unpatented mining claims and three State of Wyoming mineral leases for a total of more than 35,000 acres in the area of the Lost Creek Property, including the Lost Creek permit area (the “Lost Creek Project”), and certain adjoining properties referred to as LC East, LC West, LC North, LC South and EN Project areas (collectively, with the Lost Creek Project, the “Lost Creek Property”). Our Shirley Basin Project permit area, also in Wyoming, comprises nearly 1,800 acres of Company-controlled mineral acres.

Lost Creek Property

We sold 110,000 pounds U3O8 at an average price of $57.48 per pound in 2025 Q3 for revenue of $6.3 million.

During 2025 Q3 operations at Lost Creek, we dried and packaged 93,523 pounds and shipped 70,190 pounds U3O8 to the conversion facility. At quarter end, our finished inventory at the third-party conversion facility was 278,150 pounds.

Subsequent to quarter end, we shipped an additional 69,604 pounds to the conversion facility and purchased 100,000 pounds, after which we will have 447,754 pounds in finished inventory at the conversion facility.

Four header houses have been brought online this year in Lost Creek’s second mine unit (“MU2”). During 2025 Q3, production flow averaged approximately 2,100 gpm from MU2 production areas. This flow was controlled at a lower rate to optimize MU2 production by removing solids incidental to production which had accumulated in the main pipeline over time. That maintenance, primarily occurring during September and October, is now substantially complete and preparations are underway to continue increasing flow rates from MU2.

Production grade for the quarter averaged 66 ppm, again with controlled flow rates in September and, subsequently in October, tempering available grade. Year-to-date, we have maintained an average production grade of approximately 58 ppm.

Drilling and construction are ongoing in our next production area, MU1 Phase 2. Well installations are substantially complete in four of the 10 header houses in Phase 2, and surface construction is progressing with the first header house in commissioning. The first three header houses for Phase 2 have been delivered to Lost Creek, with two additional houses being prepared at our Casper construction shop.

Monitor well installation in MU5, the next planned production area after MU1 Phase 2, is nearing completion. Well installation will be followed by the required hydrologic testing prior to mining well installation. Drilling activities also continue to aid in defining the MU4 mineral resource for planning and development. Overall, drilling and wellfield construction and development are on schedule for our production plans.

As noted, at the Lost Creek plant, there were 93,523 pounds processed and dried during the third quarter. The overall plant throughput was limited by issues related to incidental wellfield solids entering the plant, plant systems maintenance and bringing new staff online through their training timelines. These factors combined to reduce consistency of operations, and each is being addressed. We anticipate that installation of the planned wastewater treatment facility at Lost Creek will greatly reduce solids that are incidental to wellfield production from entering the plant’s processing systems.

Successful production operations depend upon strong safety programs and consistently good safety records. Our safety program and culture both continue to improve at Lost Creek and with our staff at Shirley Basin. We are pleased to see continued and sustained improvements in safety and will remain focused on safety and compliance throughout our operations.

Including the sales during 2025 Q3, we anticipate that we will deliver and sell 440,000 pounds U3O8 in 2025 at an average price per pound sold of $61.77, from which we expect to realize revenues of $27.2 million.

Shirley Basin

Construction activities are ongoing and gaining momentum at our fully permitted Shirley Basin Project. Construction of the foundation for the processing building began in early August and we have poured nearly 900 of the required 1,100 total cubic yards of concrete. The internal foundation of the processing facility is substantially complete, which allows for placement of vessels and tanks. All 11 of the production ion exchange (IX) columns were delivered to Shirley Basin in September, and two columns have been placed on the internal foundation. The IX resin has been received.

The metal building components of the processing facility have been delivered to the Shirley Basin site. The general contractor is onsite and preparing for pre-assembly construction work on the building. Additionally, the general contractor continues it procurement and construction plans, including for the fabrication of steel piping, supports and catwalks offsite, prior to installation in the plant.

Following delivery of the modular main office complex in August, 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.

The dirt work for one of the two evaporation ponds is final, with the dirt work for the second pond nearing completion. When both are fully constructed, the general contractor will complete the work with installation of liners and technical components.

Installation of production and injection wells in Mine Unit 1 (“SBMU1”) continues, with initial drilling, casing and completion of wells for the first header house complete. Installation of wells for the next two header houses is well advanced. Monitor wells for SBMU1 have been installed, and hydrologic testing and well sampling is complete. The first header house for SBMU1 has been fabricated in our Casper construction shop. Work has begun on the second Shirley Basin header house. Onsite construction for placement of these two header houses is underway. Construction of the main pipeline for SBMU1 is progressing on schedule, with trenching complete through the seventh header house and pipe placed past the third house.

Our Shirley Basin management and professional staff are all in place and leading the ongoing wellfield construction and development. Site management are also working with our Casper-based senior professionals on all aspects of construction to advance to startup of production. We have added contracted professional expertise to our project management group to enhance coordination and maintain scheduling and quality metrics at the highest levels as we advance toward commissioning of Shirley Basin.

During Q3 we completed our recruitment of construction and development staff and began hiring operations staff. Currently, we have hired to all operational positions, including our maintenance and wellfield services staff. Training of all staff is progressing, and we anticipate that operations staff will obtain hands-on training at Lost Creek as well as training and working at Shirley Basin through construction of the satellite facility.

As previously disclosed, the following Shirley Basin construction and development activities are complete: upgraded the existing road to an all-weather surface; installed and completed 125 monitor wells for SBMU1 and additional site groundwater characterization; installed power between the historical substation and the site for the satellite plant; installed communications and security systems; and installed the septic system for the satellite plant enclosure. Additionally, we completed the refurbishment of the existing warehouse, construction bay and maintenance bay, including installation and furnishing modular offices for these buildings.

Casper Construction and Operations Facilities

As demonstrated in the above discussion of timely header house deliveries to both production sites, our Casper construction shop is ramping up its work as it progresses from routinely supplying the header houses for Lost Creek, to adding the header house needs for Shirley Basin to its worklist. All header houses are now fabricated and built in Casper, allowing for efficiency and cost savings, as well as greater safety, due to minimized travel requirements.

The 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

We began the planned exploration programs in the Great Divide Basin (“GDB”) in 2025 Q3 with work at our Lost Soldier project northeast of Lost Creek. 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 more than 4,000 historic drillholes, additional hydrogeologic data and characterization will enable our professional staff to better plan for potential permitting and development of the site. Located within ten miles of Lost Creek, Lost Soldier has the potential to be developed as a satellite operation.

As the work at Lost Soldier concludes, the drill rigs and related teams will soon begin exploration drilling at our North Hadsell project, also in the GDB north of Lost Creek. We anticipate approximately 50 holes will be drilled. Thereafter, we will move to our third exploration program in the GDB at LC South, where we anticipate a 120-drill hole program will commence in 2026 Q1. The goal of our GDB exploration programs is to identify additional uranium roll fronts and potentially expand the Company’s uranium mineral resource base.

Sales Agreements

We currently have eight multi-year sales agreements with global nuclear energy companies. The eighth agreement was completed during the quarter and calls for annual delivery of 100,000 pounds U3O8 in each of 2028, 2029 and 2030. Pricing is at an escalated fixed price, well above current spot and term prices. Additionally, we may elect for each of 2028, 2029, and 2030 to sell up to an additional 100,000 lbs. U3O8 per year at a sales price equal to 99% of the average monthly spot price for the two months preceding the delivery date.

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.

During the quarter, we provided notice to one of our customers of the satisfaction of the third of four production milestones tied to delivery commitments in 2026 through 2029.

Corporate Management Update

On October 13, 2025, we announced the retirement of Ur-Energy CEO, John W. Cash, effective December 12, 2025. Matthew D. Gili, the Company’s President, will succeed Mr. Cash as CEO and will also join the Board of Directors on December 13, 2025. Mr. Cash will continue to serve as Chairman of the Board of Directors. He will also continue working closely with the management team as a strategic advisor following his retirement 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.

Results of Operations

Reconciliation of Non-GAAP measures with US GAAP financial statement presentation

The following tables include measures specific to U3O8 sales, product cost, product profit, pounds sold, price per pound sold, cost per pound sold, and product profit 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 U3O8 price per pound sold and U3O8 cost per pound sold to the consolidated financial statements.

Sales per the financial statements includes U3O8 sales and disposal fees. Disposal fees received at Pathfinder’s Shirley Basin property do not relate to the sale of U3O8 and are excluded from the U3O8 sales and U3O8 price per pound sold measures.

Cost of sales per the financial statements includes U3O8 costs of sales and lower of cost or NRV adjustments. U3O8 cost of sales includes ad valorem and severance taxes related to the extraction of uranium, all costs of wellfield and plant operations including the related depreciation and amortization of capitalized assets, asset retirement costs, and mineral property costs, plus product distribution 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 financial statements. NRV adjustments, if any, relate to U3O8 inventories and do not relate to the sale of U3O8, and are excluded from the U3O8 cost of sales and U3O8 cost per pound sold measures.

U3O8 Product Sales

The following table provides information on our U3O8 sales:

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

Our total sales in 2025 are projected at 440,000 pounds of U3O8 at an average price per pound sold of $61.77 and we expect to realize revenues of $27.2 million. The deliveries are under contracts negotiated in 2022 and 2023, when the long-term price was between $43 and $57 per pound.

Deliveries for 2025 are committed to two customers for a base amount of 400,000 pounds of U3O8. Under our agreements, both buyers elected to flex up the annual base delivery quantity by 10%. Deliveries of 165,000 pounds and 110,000 pounds were made in 2025 Q2 and Q3, respectively. A delivery of 165,000 pounds is expected to be made in 2025 Q4.

U3O8 Product Costs

The following table provides information on our U3O8 product costs:

In 2024, we delivered 570,000 pounds, which consisted of 270,000 produced pounds at an average cost per pound sold of $51.53 and 300,000 non-produced pounds at an average cost per pound sold of $75.87. The produced pounds were captured and drummed during the ramp up period at a higher average cost per pound when the mine operated at lower production levels. In 2024 Q4, 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 in 2024 Q4, leaving 250,000 non-produced pounds in ending inventory available for 2025 delivery requirements.

In 2025 Q2, we delivered 165,000 produced pounds at an average cost per pound sold of $50.89. Production at Lost Creek increased during the quarter leading to a lower average cost per pound sold as compared to 2024 Q4. In 2025 Q3, we delivered 110,0000 non-produced pounds at an average cost per pound sold of $64.21. Non-produced pounds held in inventory are valued at the average U3O8 spot price, which decreased during the first three months of 2025 to $64.21. The remaining sale of 165,000 pounds in 2025 Q4 is expected to be fulfilled with produced pounds.

U3O8 Product Profit (Loss)

The following table provides information on our U3O8 product profit and loss:

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In 2024, the average price per pound sold was $58.15 and the average cost per pound sold was $64.34, which resulted in an average loss per pound sold of $6.19 and an average loss margin of about 11%. The 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 average cost per produced pound sold was $51.53, which resulted in an average gain per produced pound sold of $10.12 and an average profit margin per pound sold of about 16%.

In 2025 Q2, we sold 165,000 produced pounds and the average price per pound sold was $63.20 and the average cost per pound sold was $50.89, which resulted in an average profit per pound sold of $12.31 and an average profit margin per pound sold of about 20%. On a cash cost basis, the average profit margin per pound sold was about 36%. In 2025 Q3, we sold 110,000 non-produced pounds and the average price per pound sold was $57.48 and the average cost per pound sold was $64.21, which resulted in an average loss per pound sold of $6.72 and an average loss margin per pound sold of about 12%. For the first nine months of 2025, the average price per pound sold was $60.91 and the average cost per pound sold was $56.22, which resulted in an average profit per pound sold of $4.69 and an average profit margin per pound sold of about 8%.

U3O8 Production and Ending Inventory

The following tables provide information on our production and ending inventory of U3O8 pounds:

In 2024, we captured 265,746 pounds as mining activities began to accelerate. Pounds captured increased in each quarter during 2024, although at a slower rate than we anticipated. Drying issues in the plant impacted our ability to capture pounds within the plant.

The drying issues were resolved in 2025 Q1, which allowed us to increase flow rates into the plant by approximately 56% going from 2,066 average gallons per minute in March to 3,220 average gallons per minute in June. As a result, pounds captured increased 73% going from 74,479 pounds in 2025 Q1 to 128,970 pounds in 2025 Q2 and our cost per pound captured decreased from $20.18 to $13.66 during the quarter. Although the wellfield is capable of producing at an annual rate in excess of 800,000 pounds per year, flow rates were intentionally lowered to 2,106 gallons per minute in 2025 Q3 to allow the plant to make processing modifications and perform additional equipment repairs that would allow it to also produce at greater annual rates. The plant modifications are intended to address the elution, precipitation, washing, and drying processes, including allowing for greater washing efficiency and more routine operation of the dryers. Ongoing work related to all plant systems will continue in Q4 to optimize production and processing.

Pounds drummed increased from 83,066 pounds in 2025 Q1 to 112,033 pounds in 2025 Q2. As a result, our cost per pound drummed decreased from $45.89 to $36.34 during the quarter. During 2025 Q3, pounds drummed decreased to 93,523 pounds as plant processing modifications were being made and the cost per pound drummed increased slightly to $37.30.

Pounds shipped in 2025 Q3 were lower than the previous quarter because a third planned shipment for the quarter was delayed to October 2 due to external shipping scheduling issues. Because of the shipping delay reducing the amount of pounds shipped during the quarter, the cost per pound shipped increased to approximately $1.13 per pound during the quarter.

Drummed inventory levels at the plant increased during the current quarter, going from approximately 17,000 pounds to approximately 41,000 pounds, reflecting the shipping delay.

Conversion facility inventories decreased during the current quarter, going from approximately 316,000 pounds to 278,000 pounds. The decrease was due to shipping fewer pounds to the conversion facility than we sold during the quarter. The ending produced inventory value increased from $51.96 to $52.77 during the quarter reflecting the slightly higher average production costs per pound.

Because production rates were lower in 2025 Q1, the cost per pound to produce inventory exceeded its NRV. As production rates increased, the NRV adjustments to produced inventory decreased from $0.5 million in 2025 Q1 to $0.1 million in 2025 Q2. The last NRV adjustment was in April. There were no NRV adjustments in 2025 Q3.

Three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024

The following table summarizes the results of operations for the three and nine months ended September 30, 2025 and 2024 (expressed in thousands of U.S. dollars, except per share and non-GAAP per pound data):

Sales

Sales per the financial statements includes U3O8 sales and disposal fees. 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.

We sold 110,000 pounds at $57.48, which included a transfer fee received of $1.25 per pound on 73,235 pounds delivered in Canada, in 2025 Q3 for $6.3 million and we sold 100,000 pounds at $61.65 for $6.2 million in 2024 Q3. We sold 275,000 pounds at $60.91 for the nine months ended September 30, 2025 and 175,000 pounds at $61.65 per pound for the nine months ended September 30, 2024. The pounds and prices were driven by the terms of our sales contracts.

We also had $0.3 million in disposal fee revenue in the three and nine months ended September 30, 2024. We have had minimal disposal fee revenues in 2025. Our disposal income is dependent on the reclamation programs of other companies and varies based on their level of activity.

Cost of Sales

Cost of sales per the financial statements includes U3O8 product costs and lower of cost or NRV adjustments as shown in the following table (expressed in thousands of U.S. dollars):

U3O8 product costs included in cost of sales were greater in the three and nine months ended September 30, 2025 compared to 2024 because of the increase in pounds sold as well as the use of purchased pounds to fill certain orders in 2025. The purchased pounds have a higher cost than our produced pounds.

There were no NRV adjustments during Q3 compared to $0.7 million in Q3 2024. The decrease was primarily related to increased production in 2025 as compared to 2024. NRV adjustment for the nine months ended September 30, 2025 included $2.1 million related to non-produced inventory and $0.6 million related to produced inventory, which was $1.5 million less than the produced NRV adjustment in the nine months ended September 30, 2024. Again, the decrease was primarily related to increased production in the first nine months of 2025 compared to 2024. The adjustment on the non-produced inventory was due to a decrease in the spot market price early in the year. Although the spot price has subsequently rebounded, U.S. GAAP precludes the reversal of a previously recorded impairment charge.

Gross Profit (Loss)

Gross profit decreased from $0.8 million in 2024 Q3 to a loss of $0.7 million in 2025 Q3 and a profit of $1.0 million for the nine months ended September 30, 2024 to a loss of $1.4 million for the nine months ended September 30, 2025. The reason for this was the sale of purchased pounds instead of produced pounds resulting in a loss per pound sold. Higher sales volumes of non-produced pounds will therefore drive a larger loss so the increased sales volumes amplified the higher cost per pound of the non-produced pounds sold.

Operating Costs

The following table summarizes the operating costs for the three and nine months ended September 30, 2025 and 2024 (expressed in thousands of U.S. dollars):

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Total operating costs increased $6.4 million and $9.5 million in the three and nine months ended September 30, 2025 as compared to 2024, respectively. The main driver of the changes were increased development activities, a portion of which was related to larger employee counts and increased development activities associated with the Shirley Basin Project.

Exploration and evaluation expense consists of labor and the associated costs of the exploration, evaluation, and regulatory departments, as well as land holding and exploration costs on properties that have not reached the development or operations stage. For Q3 2025, costs increased $0.5 million over Q3 2024. For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, costs increased $0.8 million. Labor accounted for $0.3 million and $0.8 million of the increases in the three- and nine-month periods of 2025 compared to 2024, due to increases in staffing levels. In addition, exploration drilling is beginning on properties other than Lost Creek and Shirley Basin which amounted to $0.4 million for the quarter and the nine-month period. This was partially offset by decreases in service costs associated with acquisition investigations in the prior year.

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, which is in progress. The following table summarizes the development costs included in operating costs for the three and nine months ended September 30, 2025 and 2024 (expressed in thousands of U.S. dollars):

Development expenses increased approximately $4.3 million and $6.5 million in the three and nine months ended September 30, 2025 compared to 2024. The Company has continued to hire staff and accelerate drilling to both ramp up production at Lost Creek and develop the Shirley Basin Project, which accounted for a significant portion of the total development cost increases in the three and nine month periods. Repairs, fuel, and overhead, such as insurance and bonding costs, related to these heightened efforts also contributed to the increase. This was partially offset by the cost of completing a new disposal well at Lost Creek, as well as costs for power lines and roads at Shirley Basin, in 2024, with no similar costs in 2025.

Beginning in 2025, Shirley Basin wellfield, plant, and site administration departmental costs were initiated. The costs are being expensed as development costs until inventory production at Shirley Basin commences, at which time the costs will be used to value inventory. At Shirley Basin, development costs will continue to increase as we develop the first mine unit during 2025 and into 2026.

General and administration expenses relate to the administration, finance, investor relations, land, and legal functions, and consist principally of personnel, facility, and support costs. For the three and nine months ended September 30, 2025, the expenses increased $1.5 million and $1.8 million, respectively. The increases were driven by stock based compensation costs together with some increases in labor costs. The increase in stock based compensation is related to the treatment of stock options as a liability which went into effect at December 31, 2024 and is revalued quarterly and can significantly affect stock compensation expense due to changes in the trading price of the Company’s stock, such as the increase of the Company’s share price during the three and nine months ended September 30, 2025, compared to 2024.

Other Income and Expenses

Interest income was lower for the three and nine month periods as we have been spending significant cash to continue to develop Lost Creek and Shirley Basin resulting in lower invested balances. Interest expense has increased as our fleet of vehicles which is used both at the mines and to transport employees to the mines has grown substantially and is financed under a master lease.

The 2024 mark to market adjustments included only the revaluation of the warrant liability while the 2025 adjustments included the revaluations of the warrant liability and the inventory derivative obligation. Because of increases during the quarter in the Company’s share price, which is used to calculate the warrant liability revaluation, and increases in the average U3O8 spot price, which is used to calculate the uranium inventory loan revaluation, 2025 reflected $7.9 million and $9.2 million losses for the three- and nine-month periods as compared to $3.0 million and $4.4 million gains in 2024 when our stock price was declining.

Earnings (loss) per Common Share

The basic and diluted losses per common share for the three and nine months ended September 30, 2025 were $0.07 and $0.16 per share, respectively. The basic and diluted losses per common share for the same periods in 2024 were $0.02 and $0.11, respectively. The diluted loss per common share is equal to the basic loss per common share due to the anti-dilutive effect of all convertible securities in periods of loss.

Liquidity and Capital Resources

As shown in the Interim Consolidated Statements of Cash Flows, our cash, cash equivalents, and restricted cash and cash equivalents decreased from the December 31, 2024 balance of $87.1 million to $63.4 million as of September 30, 2025. During the nine months ended September 30, 2025, we used $24.3 million for operating activities, $14.2 million for investing activities, and raised $14.9 million through financing activities.

Operating activities used $24.3 million in the nine months ended 2025. In 2025 Q1, we collected $16.5 million from a sale made in December 2024. We also collected $14.4 million from sales in 2025 and $2.1 million of interest income in the nine months ended September 30, 2025. We spent $0.7 million on interest expense, $13.5 million on production costs, and $45.5 million on operating costs. We had a $2.6 million favorable working capital movement primarily related to increases in accounts payable and accrued liabilities.

Investing activities used $14.2 million during the nine months ended September 30, 2025. We spent $10.8 million on construction and equipment at Shirley Basin and $3.4 million for rolling stock, machinery and equipment, and IT purchases at Shirley Basin and Lost Creek.

Financing activities generated $14.9 million in the nine months ended September 30, 2025. We sold 9,980,095 common shares of stock through our At Market facility which generated a net of $14.8 million. We received $0.5 million from the exercise of stock options. This was offset by $0.4 million for principal payments on finance leases and RSU redemption costs.

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.

For the three and nine months ended September 30, 2025, we have utilized the Amended Sales Agreement for gross proceeds of $15.2 million from sales of 9,980,095 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 expenses of $3.0 million, net proceeds to the Company were approximately $43.1 million.

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

As of September 30, 2025, our unrestricted cash position was $52.0 million.

Our total sales in 2025 are projected at 440,000 pounds of U3O8 at an average price per pound sold of $61.77 and we expect to realize revenues of $27.2 million. The deliveries are under contracts negotiated in 2022 and 2023, when the long-term price was between $43 and $57 per pound. Deliveries for 2025 are committed to two customers for a base amount of 400,000 pounds. Under our agreements, both buyers elected to flex up the annual base delivery quantity by 10%. Deliveries of 165,000 pounds and 110,000 pounds were made in 2025 Q2 and Q3, respectively. A delivery of 165,000 pounds is expected to be made in 2025 Q4.

As of September 30, 2025, we had 278,150 pounds of U3O8 in our conversion facility inventory. Subsequent to quarter end, we shipped an additional 69,604 pounds and purchased 100,000 pounds, after which we will have 447,754 pounds U3O8 in finished inventory at the conversion facility.

In the nine months ended September 30, 2025, we recorded construction costs and capital equipment purchases of approximately $16.1 million at Shirley Basin. We anticipate additional construction costs and capital equipment purchases of $19.5 million during the remainder of 2025 for total costs of approximately $35.6 million in 2025. In the nine months ended September 30, 2025, we recorded development costs of approximately $9.4 million at Shirley Basin. We anticipate additional costs of $4.0 million during the remainder of 2025 for total development costs of approximately $13.4 million including initial wellfield, plant and site administrations costs, which are being charged to development expense until production commences. Upon the completion of the anticipated 2025 construction, capital equipment purchases, and development, we expect to commence operations, initiate the ramp up of production, and construct a water treatment system at Shirley Basin in 2026.

We anticipate that these capital projects will be funded by expected operating cash flow and cash on hand. If these cash sources are not sufficient, we may need to pursue additional debt or equity financing and there is no assurance that such financing will be available or on terms acceptable to us. We have no immediate plans to issue additional securities or obtain additional funding other than that which may be required due to the uneven nature of cash flows generated from operations and used for construction related activities.

Looking Ahead

As we approach the end of 2025, we look forward to 2026 being a pivotal year for Ur-Energy. Shirley Basin construction and development activities throughout this year are advancing us to start-up of our second production operation.

Our management and professional staff are working from the new office building onsite at Shirley Basin, and construction, drilling and maintenance staff are working in the recently refurbished buildings that supported historical mining at Shirley Basin in the 1970s and 1980s.

We have six drill rigs at Shirley Basin advancing the development of the first mine unit in preparation for wellfield operations scheduled to begin in 2026. Drilling, casing and completion of production and injection wells in the recovery area for our first header houses is complete, and installation of wells for the next two header houses is on schedule. Wellfield construction continues on pace with our planned production. The first header house is complete in Casper, awaiting delivery to Shirley Basin.

The contractor for construction of the foundation for the Shirley Basin processing building is nearing completion of its work. The general contractor is onsite working, advancing procurement and construction planning, including the fabrication of steel piping, supports and catwalks offsite, prior to installation in the new plant facility. We anticipate that the initial production flow and commissioning of the first IX columns will occur in 2026 Q1, with further commissioning and ramp-up of operations ongoing in 2026.

We have completed recruitment and hiring within our phased plan for staffing at Shirley Basin, with all positions filled. Our phased recruitment program is anticipated to allow for more thorough safety and task training of staff prior to commencement of operations. We look forward to the commencement of operations and initiation of ramp up of production 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, we anticipate increasing production rates as remaining operational challenges are resolved. Wellfield flow rates achieved earlier in 2025 support our ability to increase production. A further improvement plan for operations has been implemented, and additional training of staff is ongoing. We have bolstered operations expertise through an engagement of third-party engineering and operational specialists.

As plant processes regain consistency, and wellfield flow rates no longer are required to be closely controlled, we anticipate additional flow increases in MU2 and with the next header houses coming online in Q4 and 2026 Q1 in MU1 Phase 2. Increased flow rates are also anticipated to result from the recent removal of solids incidental to production and related maintenance of the main pipeline. Head grade continues to exceed expectations.

We shipped 105,316 pounds U3O8 during 2025 Q3. We also shipped 69,604 pounds to the conversion facility and purchased 100,000 pounds subsequent to quarter end, after which we will have 447,754 pounds U3O8 in finished inventory at the conversion facility.

As discussed above, 16 drill rigs are supporting the development of Lost Creek’s next two recovery areas (MU 1 Phase 2 and MU5) and delineation of recovery area MU4 for planning and development work. Following completion of our 2025 exploration programs, the two dedicated rigs from that work are anticipated to return to Lost Creek until the next phase of our exploration activities.

As discussed above, we have secured multi-year sales agreements with leading nuclear companies, including several which include market-related pricing components. We now have eight agreements that call for base annual deliveries of 0.4 million to 1.3 million pounds of U3O8 from 2025 through 2030, with additional deliveries of 100,000 pounds called for in 2032 and 2033. Combined base deliveries from 2025 through 2033 total 6.0 million pounds of U3O8. Sales prices are anticipated to be profitable on an all-in production cost basis and escalate annually from initial pricing.

Our cash position as of October 30, 2025, was $35.4 million.

With additional staff and contractors and significant construction and operational activity at both mine sites, we continue to focus on maintaining safe and compliant operations.

Transactions with Related Parties

There were no reportable transactions with related parties during the quarter.

Proposed Transactions

As is typical of the mineral exploration, development, and mining industry, we will consider and review potential merger, acquisition, investment and venture transactions and opportunities that could enhance shareholder value. Timely disclosure of such transactions is made as soon as reportable events arise.

Critical Accounting Estimates

There have been no significant changes to the critical accounting estimates disclosed in our 2024 Form 10-K.

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.

Outstanding Share Data

As of October 30, 2025, we had outstanding 376,213,626 common shares and 7,349,989 options to acquire common shares.

Market risk

Market risk is the risk to the Company of adverse financial impact due to changes in the fair value or future cash flows of financial instruments because of fluctuations in interest rates and foreign currency exchange rates.

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, short-term government bonds, 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, leaving approximately $62.8 million at risk on September 30, 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 September 30, 2025.

Currency risk

As of September 30, 2025, we maintained a balance of approximately $3.0 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 September 30, 2025, the Company’s current financial liabilities consisted of accounts payable and accrued liabilities of $8.6 million and the current portion of leases payable of $1.0 million. As of September 30, 2025, we had $52.0 million of cash and cash equivalents and $19.2 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.

Commodity Price Risk

The Company is subject to market risk related to the market price of uranium. Future sales would be impacted by both spot and long-term uranium price fluctuations. Historically, uranium prices have been subject to fluctuation, and the price of uranium has been and will continue to be affected by numerous factors beyond our control, including the demand for nuclear power, political and economic conditions, governmental legislation in uranium producing and consuming countries, and production levels and costs of production of other producing companies. The average spot market price was $81.01 per pound U3O8 as of October 30, 2025.

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this MD&A, under the supervision of the Chief Executive Officer and the Chief Financial Officer, the Company evaluated the effectiveness of its disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information the Company is required to disclose in reports that are filed or submitted under the Exchange Act: (1) is recorded, processed and summarized effectively and reported within the time periods specified in SEC rules and forms, and (2) is accumulated and communicated to Company management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures include components of internal control over financial reporting. No matter how well designed and operated, internal controls over financial reporting can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.

(b) Changes in Internal Controls over Financial Reporting

No changes in our internal controls over financial reporting occurred during the three months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As of September 30, 2025, there have been no material changes from those risk factors set forth in our Annual Report on Form 10-K.