URANIUM ENERGY CORP.

(UEC)
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URANIUM ENERGY CORP Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)

10/28/2021 | 06:09am EDT
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 Form
10-K filing for the fiscal year ended July 31, 2021, 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, 2021 and 2020 and our financial condition as at July
31, 2021 and 2020, with a particular emphasis on Fiscal 2021, our most recently
completed fiscal year.



Business


We operate in a single reportable segment and, since 2004, as more fully described under "General Business" of Item 1. Business herein, we have been primarily engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing, on uranium projects located in the United States, Canada and the Republic of Paraguay.




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. We have one uranium mine located in the State
of Texas, our Palangana Mine, which utilizes ISR mining and commenced extraction
of U3O8, or yellowcake, in November 2010. We have one uranium processing
facility located in the State of Texas, our Hobson Processing Facility, which
processes material from the Palangana Mine into drums of U3O8, our only sales
product and source of revenue, for shipping to a third-party storage and sales
facility. At July 31, 2021, we had no uranium supply or off-take agreements in
place.



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 up to a total of two million pounds of U3O8
annually and is licensed to process up to one 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 and Goliad
Projects, located within the South Texas Uranium Belt (the "spokes").



We also hold certain mineral rights in various stages in the States of Arizona,
Colorado, New Mexico, Wyoming and Texas, 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. We do not expect, however, to utilize ISR mining for all of
our mineral rights in which case we would expect to rely on conventional open
pit and/or underground mining techniques.



Our operating and strategic framework is 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.



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Key Issues



Since commencing uranium extraction at the Palangana Mine in November 2010, we
have been focused primarily on expanding our South Texas uranium mining
activities and establishing 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.



Our operations are capital intensive, and we will require significant additional
financing to continue with our exploration and pre-extraction activities and
acquire additional uranium projects. Historically, we have been reliant
primarily on equity financings from the sale of our common stock and, for Fiscal
2014 and Fiscal 2013, on debt financing, in order to fund our operations. We
have also relied on cash flows generated from our mining activities during
Fiscal 2015, Fiscal 2013 and Fiscal 2012. In the future we may also rely on cash
flows generated from the sales of our uranium inventories under our Physical
Uranium Portfolio to fund our operations. However, we have yet to achieve
profitability or develop positive cash flow from operations. Our reliance on
equity and debt financings is expected to continue for the foreseeable future,
and their availability whenever such additional financing is required will be
dependent on many factors beyond our control including, but not limited to, the
market price of uranium, the continuing public support of nuclear power as a
viable source of electricity generation, the volatility in the global financial
markets affecting our stock price and the status of the worldwide economy, any
one of which may cause significant challenges in our ability to access
additional financing, including access to the equity and credit markets. We may
also be required to seek other forms of financing, such as asset divestitures or
joint venture arrangements, to continue advancing our uranium projects which
would depend entirely on finding a suitable third party willing to enter into
such an arrangement, typically involving an assignment of a percentage interest
in the mineral project. However, there is no assurance that we will be
successful in securing any form of additional financing when required and on
terms favorable to us. Our inability to obtain additional financing would have a
negative impact on our operations, including delays, curtailment or abandonment
of any one or all of our uranium projects.



We have not established proven or probable reserves through the completion of a
"final" or "bankable" feasibility study for any of our mineral projects. We have
established the existence of mineralized materials for certain uranium projects,
including our Palangana Mine. Since we commenced uranium extraction at the
Palangana Mine without having established proven or probable reserves, there may
be greater inherent uncertainty as to whether or not any mineralized material
can be economically extracted as originally planned and anticipated. The
Palangana Mine has been our sole source to generate sales revenues from the
sales of U3O8 during Fiscal 2015, Fiscal 2013 and Fiscal 2012, with no sales
revenues generated during other years. The economic viability of our mining
activities, including the expected duration and profitability of our Palangana
Mine and of any future satellite ISR mines, such as our Burke Hollow and Goliad
Projects, located within the South Texas Uranium Belt, has many risks and
uncertainties. These include, but are not limited to: (i) a significant,
prolonged decrease in the market price of uranium; (ii) difficulty in marketing
and/or selling uranium concentrates; (iii) significantly higher than expected
capital costs to construct a mine and/or processing plant; (iv) significantly
higher than expected extraction costs; (v) significantly lower than expected
uranium extraction; (vi) significant delays, reductions or stoppages of uranium
extraction activities; and (vii) the introduction of significantly more
stringent regulatory laws and regulations. Our mining activities may change as a
result of any one or more of these risks and uncertainties and there is no
assurance that any ore body that we extract mineralized materials from will
result in achieving and maintaining profitability and developing positive cash
flow.



Response to COVID-19 Pandemic



In response to the COVID-19 pandemic for the protection of our employees, we
have arranged for our teams at our Vancouver, Corpus Christi and Paraguay
offices to work remotely and implemented certain health protocols for our
employees and contractors who work at the field. In the meantime, we continue to
operate our Palangana Mine at a reduced pace to capture residual uranium only
and continue to advance our ISR projects with engineering and geologic
evaluations that support the Company's extraction readiness strategy.



As at July 31, 2021, we had no uranium supply or off-take agreements in place.
Future sales of U3O8 are therefore expected to generally occur through the
uranium spot market, with any fluctuations in the market price continuing to
have a direct impact on our revenues and cash flows.



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The table below provides the high/low/average/close for the uranium spot price
for each of our last five fiscal years as obtained from UxC Broker Average
Price:



Fiscal Year Ended      High         Low      Average       Close
  July 31, 2021     $ 32.75     $ 27.31     $  30.38     $ 32.40
  July 31, 2020       34.19       23.88        27.66       32.35
  July 31, 2019       29.28       23.94        26.95       25.41
  July 31, 2018       26.44       19.87        22.09       25.81
  July 31, 2017       26.69       17.80        22.33       20.11




Historically, the uranium spot price has been difficult to predict and subject
to significant volatility and will continue to be affected by numerous factors
beyond our control.



Results of Operations



For Fiscal 2021 and Fiscal 2020, we recorded a net loss of $14,813,810 ($0.07
per share) and $14,610,516 ($0.08 per share), respectively. Loss from operations
during Fiscal 2021 and Fiscal 2020 totaled $17,511,978 and $14,334,523,
respectively. No revenue from sales of produced U3O8 was generated during Fiscal
2021 and Fiscal 2020.


During Fiscal 2021, we continued with our strategic plan for reduced operations at our Palangana Mine to capture residual pounds of U3O8 only.




While we remain in a state of operational readiness, uranium extraction
expenditures incurred for PAA-1, 2 and 3 at the Palangana Mine, which are
directly related to regulatory/mine permit compliance, lease maintenance
obligations and maintaining a minimum labor force, are being charged to our
consolidated statement of operations. As a result, no uranium concentrate was
extracted at the Palangana Mine and processed at the Hobson Processing Facility
during Fiscal 2021 and Fiscal 2020.



We established the Physical Uranium Portfolio and have entered into agreements
to purchase 4.1 million pounds of uranium concentrates as of the date of this
Annual Report. Various deliveries have or are scheduled to occur in March 2021
into December 2025 at a weighted average price of $32.12 per pound of uranium.



During Fiscal 2021, as part of our Physical Uranium Portfolio, we received
1,000,000 pounds of uranium concentrates with a total cost of $28,960,818.  As
of July 31, 2021, the carrying value of our inventories was $29,172,480 (July
31, 2020: $211,662).



Costs and Expenses



During Fiscal 2021 and Fiscal 2020, costs and expenses totaled $17,511,978 and
$14,334,523, respectively, primarily comprised of mineral property expenditures
of $4,478,807 and $4,582,403, respectively, general and administrative expenses
of $12,639,998 and $9,441,898, respectively, and depreciation, amortization and
accretion of $393,173 and $310,222, respectively.



Mineral Property Expenditures


During Fiscal 2021, mineral property expenditures consisted of expenditures relating to permitting, property maintenance, exploration and pre-extraction activities and all other non-extraction related activities on our mineral projects.




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The following table provides mineral property expenditures on a project basis during the past two fiscal years:



                                          Year Ended July 31,
                                             2021            2020
Mineral Property Expenditures
Palangana Mine                        $   889,597     $ 1,342,927
Goliad Project                            237,515         190,278
Burke Hollow Project                    1,445,797       1,130,467
Longhorn Project                            9,154          17,023
Salvo Project                              31,209          28,318
Anderson Project                           78,601          71,170
Workman Creek Project                      32,700          32,700
Slick Rock Project                         52,117          52,521
Reno Creek Project                        672,225         596,551
Yuty Project                               31,279          65,679
Oviedo Project                            371,966         350,211
Alto Paraná Titanium Project              198,969         230,350

Other Mineral Property Expenditures 427,678 474,208

                                      $ 4,478,807     $ 4,582,403




During Fiscal 2021 and Fiscal 2020, mineral property expenditures included costs
directly related to maintaining operational readiness and permit compliance at
our Palangana Mine and Hobson Processing Facility totaled $924,050 and
$1,130,028, respectively.



The following provides a discussion of significant mineral property expenditures on certain projects:



  ? Palangana Mine



During Fiscal 2021 and Fiscal 2020, mineral property expenditures at the Palangana Mine totaled $889,597 and $1,342,927, respectively, which were comprised of maintenance of operational readiness and permit compliance of $608,662 and $772,515, permitting and property maintenance of $269,612 and $553,531, and exploration and development costs of $11,323 and $16,881, respectively.



  ? Goliad Project




During Fiscal 2021 and Fiscal 2020, mineral property expenditures at the Goliad
Project totaled $237,515 and $190,278, respectively, which were comprised of
permitting and property maintenance costs of $165,715 and $117,204, and
exploration and development costs of $71,800 and $73,074, respectively.



  ? Burke Hollow Project




During Fiscal 2021 and Fiscal 2020, mineral property expenditures at the Burke
Hollow Project totaled $1,445,797 and $1,130,467, respectively, which were
comprised of permitting and property maintenance costs of $387,499 and 384,885,
exploration drilling costs of $1,025,309 and $214,246, and wellfield development
costs of $32,989 and $531,336, respectively. During Fiscal 2021, we initiated a
drilling campaign in March 2021 and drilled 81 exploration holes totaling 38,785
feet. During Fiscal 2020, we completed a drilling campaign initiated in Fiscal
2019 and drilled 26 exploration holes and 21 monitor wells totaling 21,069 feet.



  ? Reno Creek Project




During Fiscal 2021 and Fiscal 2020, mineral property expenditures at the Reno
Creek Project totaled $672,225 and $596,551, respectively, which were comprised
of property maintenance costs of $521,039 and $484,228, and permitting and
exploration costs of $151,186 and $112,323, respectively.



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  ? Yuty Project



During Fiscal 2021 and Fiscal 2020, mineral property expenditures at the Yuty Project totaled $31,279 and $65,679, respectively, primarily for general expenditures.



  ? Oviedo Project




During Fiscal 2021 and Fiscal 2020, mineral property expenditures at the Oviedo
Project totaled $371,966 and $350,211, respectively, which were comprised of
property maintenance costs of $150,857 and $78,223, and exploration expenditures
of $221,109 and $271,988, respectively, primarily for exploration drilling
programs conducted.



  ? Alto Paraná Titanium Project




During Fiscal 2021 and Fiscal 2020, mineral property expenditures at the Alto
Paraná Titanium Project totaled $198,969 and $230,350, respectively, which were
comprised of exploration costs of $179,179 and $230,350, and property
maintenance costs of $19,790 and $Nil, respectively.



During Fiscal 2021, we continued to maintain our projects in good standing, and
the costs incurred on other projects of our Company were mainly for property
maintenance costs.



General and Administrative


During Fiscal 2021, general and administrative expenses totaled $12,639,998, which increased by $3,198,100 compared to $9,441,898 in Fiscal 2020.

The following summary provides a discussion of the major expense categories, including analyses of factors that caused significant variances from year-to-year:

? during Fiscal 2021, salaries, wages and management fees totaled $2,416,598,

which increased by $705,651 compared to $1,710,947 during Fiscal 2020. During

Fiscal 2020, in response to the financial market uncertainty due to the

COVID-19 pandemic, we implemented corporate-wide pay reductions, ceased cash

bonuses and increased share compensation in lieu of cash for the Company's

    employees, officers and directors. During Fiscal 2021, in light of the
    recovery of the financial market and outperformance of the Company, the
    compensation of our directors, officers and employees was re-instated;



? during Fiscal 2021, office, filing and listing fee, insurance, corporate

development, investor relations and travel expenses totaled $3,860,192, which

increased by $575,386, compared to $3,284,806 during Fiscal 2020, primarily

due to a corporate-wide cost reduction implemented in Fiscal 2020 in response

    to the COVID-19 pandemic;



? during Fiscal 2021, professional fees totaled $952,440, which was consistent

with $952,927 during Fiscal 2020. Professional fees are comprised primarily of

legal services related to transactional activities, regulatory compliance and

    for audit, accounting and tax compliance services; and



? during Fiscal 2021, stock-based compensation expense totaled $5,410,768, which

increased by $1,917,550 compared to $3,493,218 during Fiscal 2020. Stock-based

compensation includes the fair value of stock options granted to optionees and

the fair value of shares of the Company issued to directors, officers,

employees and consultants of the Company under our Stock Incentive Plan. In

the past few years, we have been utilizing equity-based payments to our

directors, officers, employees and consultants as part of our continuing

efforts to reduce cash outlays. The stock-based compensation varied from year

to year primarily as a result of changes in the amount of compensation shares

and stock award expenses which are amortized on an accelerating basis,

    resulting in more expenses being recorded at the beginning of the vesting
    period than at the end.




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Depreciation, Amortization and Accretion




During Fiscal 2021, depreciation, amortization and accretion totaled $393,173,
which was consistent compared to $310,222 during Fiscal 2020. Depreciation,
amortization and accretion includes depreciation and amortization of long-term
assets acquired in the normal course of operations and accretion of asset
retirement obligations.



Other Income and Expenses



Interest and Finance Costs



During Fiscal 2021, interest and finance costs totaled $2,879,809, which
decreased by $581,161 compared to $3,460,970 during Fiscal 2020. During Fiscal
2021, interest on long-term debt totaled $1,255,556, which decreased by $371,111
compared to $1,626,667 during Fiscal 2020, and amortization of debt discount
totaled $1,375,754, which decreased by $293,760 compared to $1,669,514 during
Fiscal 2020. These decreases were offset by an increase of $83,710 in surety
bond premium and other interest expenses from $164,789 in Fiscal 2020 to
$248,499 in Fiscal 2021. The decreases in interest on long-term debt and
amortization of debt discount are a result of the decrease in the outstanding
principal amount of our long-term debt to $10,000,000 in Fiscal 2021 from
$20,000,000 in Fiscal 2020.



Income or Loss from Equity-Accounted Investment

During Fiscal 2021, we recorded income of $5,204,004 from our investment in Uranium Royalty Corp ("URC"), which included our share of URC's income of $732,446 and a dilution gain of $4,471,558 as a result of URC issuing more shares from its equity financings, which decreased our ownership interest in URC to 18. 1% at July 31, 2021 from 19.5% at July 31, 2020.




During Fiscal 2020, we recorded income of $2,967,583 from our investment in URC.
As a consequence of URC's initial public offering and other private placements
URC completed during Fiscal 2020, our ownership interest in URC decreased to
19.5% at July 31, 2020 from 32.6% at July 31, 2019, which resulted in a dilution
gain of $3,056,656 being recorded. During Fiscal 2020, we recorded a loss pick
up of $89,073 representing our share of URC's loss.



Liquidity and Capital Resources



                                      July 31, 2021       July 31, 2020
Cash and cash equivalents           $    44,312,780     $     5,147,703
Current assets                           75,045,362           6,589,879
Current portion of long-term debt        10,075,231                   -
Other current liabilities                 3,193,979           2,037,402
Working capital                          61,776,152           4,552,477




During Fiscal 2021, we received net proceeds of $89,931,236 from various equity
financings and $5,504,286 from the exercises of stock options and share purchase
warrants, which significantly strengthened our working capital position. As at
July 31, 2021, we had a working capital of $61,776,152, an increase of
$57,223,675 from $4,552,477 as at July 31, 2020.



Subsequent to July 31, 2021, we received additional cash proceeds of $62.7
million under our 2021 ATM Offering.  During the year ended and subsequent to
July 31, 2021, we entered into agreements to purchase 4.1 million pounds of
uranium concentrates under our Physical Uranium Portfolio for a total purchase
price of $131.7 million, of which $22.0 million will become due in the next 12
months from the date that this Annual Report is issued.  Refer to Note 3:
Inventories in our Audited Consolidated Financial Statements. In addition, as at
July 31, 2021, we had $10.0 million of term debt with a maturity date on January
31, 2022.  We believe our existing cash resources will provide sufficient funds
to fulfill our uranium inventory purchase commitments, repay the debt principal
of $10.0 million when it becomes due, and carry out our planned operations for
the next 12 months from the date that this Annual Report is issued.



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Although our planned principal operations commenced in Fiscal 2012, from which
significant revenues from U3O8 sales were realized, our revenues generated from
sales of produced U3O8 have been inconsistent and we have yet to achieve
profitability. We have a history of operating losses resulting in an accumulated
deficit balance since inception. In Fiscal 2021, we recorded net losses totaling
$14,813,810 (Fiscal 2020: $14,610,516) and we had an accumulated deficit balance
of $291,625,110 as at July 31, 2021. During Fiscal 2021, net cash used in
operating activities totaled $41,469,449, which included $28,960,818 cash used
for the purchase of 1.0 million pounds of uranium concentrates. Furthermore, we
may not achieve and maintain profitability or develop positive cash flow from
our operations in the near term.



Historically, we have been reliant primarily on equity financings from the sale
of our common stock and on debt financing in order to fund our operations. As
detailed in the preceding paragraph, we have also relied to a limited extent on
cash flows generated from our mining activities during Fiscal 2015, Fiscal 2013
and Fiscal 2012, however, we have yet to achieve profitability or develop
positive cash flow from operations.  At the date of this Annual Report, we have
1.2 million pounds of uranium concentrate inventories with a fair value of
approximately $56.7 million.  In the future, we may also rely on cash flows
generated from the sales of our uranium concentrates to fund our operations.
Our reliance on equity and debt financings is expected to continue for the
foreseeable future, and their availability whenever such additional financing is
required will be dependent on many factors beyond our control and including, but
not limited to, the market price of uranium, the continuing public support of
nuclear power as a viable source of electricity generation, the volatility in
the global financial markets affecting our stock price and the status of the
worldwide economy, any one of which may cause significant challenges in our
ability to access additional financing, including access to the equity and
credit markets.  We may also be required to seek other forms of financing, such
as asset divestitures or joint venture arrangements, to continue advancing our
uranium projects which would depend entirely on finding a suitable third party
willing to enter into such an arrangement, typically involving an assignment of
a percentage interest in the mineral project.  However, there is no assurance
that we will be successful in securing any form of additional financing when
required and on terms favorable to us.



Our operations are capital intensive and future capital expenditures are
expected to be substantial. We will require significant additional financing to
fund our operations, including continuing with our exploration and
pre-extraction activities and acquiring additional uranium projects. In the
absence of such additional financing, we would not be able to fund our
operations, including continuing with our exploration and pre-extraction
activities, which may result in delays, curtailment or abandonment of any one or
all of our uranium projects.



For Fiscal 2022, we estimate that a total of up to $2.0 million will be incurred
on our mineral projects for permitting, exploration and pre-extraction
activities. We hold mineral rights in the States of Arizona, Colorado, New
Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay with annual
land-related payments totaling $3.4 million to maintain these rights in good
standing.



Our anticipated operations, including exploration and pre-extraction activities,
however, will be dependent on and may change as a result of our financial
position, the market price of uranium and other considerations, and such change
may include accelerating the pace or broadening the scope of reducing our
operations as originally announced in September 2013. Our ability to secure
adequate funding for these activities will be impacted by our operating
performance, other uses of cash, the market price of uranium, the market price
of our common stock and other factors which may be beyond our control. Specific
examples of such factors include, but are not limited to:



  ? if the market price of uranium weakens;


  ? if the market price of our common stock weakens;

? if the COVID-19 pandemic worsens or continues over an extended period and

causes further financial market uncertainty; and

? if a nuclear incident, such as the event that occurred at Fukushima in March

2011, were to occur, continuing public support of nuclear power as a viable

source of electricity generation may be adversely affected, which may result

in significant and adverse effects on both the nuclear and uranium industries.





Our continuation as a going concern beyond 12 months from the date this Annual
Report is filed will be dependent upon our ability to obtain adequate additional
financing, as our operations are capital intensive and future capital
expenditures are expected to be substantial.



Our long-term success, including the recoverability of the carrying values of
our assets and our ability to acquire additional uranium projects and continue
with exploration and pre-extraction activities and mining activities on our
existing uranium projects, will depend ultimately on our ability to achieve and
maintain profitability and positive cash flow from our operations by
establishing ore bodies that contain commercially recoverable uranium and to
develop these into profitable mining activities.



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Equity Financings



On February 21, 2020, we filed a Form S-3 shelf registration statement under the
Securities Act which was declared effective by the SEC on March 3, 2020 (the
"2020 Shelf") providing for the public offer and sale of certain securities of
the Company from time to time, at our discretion, of up to an aggregate offering
amount of $100 million. As a result of the 2020 Shelf, our March 10, 2017 Form
S-3 registration statement was then deemed terminated and, as a consequence, our
then April 9, 2019 ATM Offering Agreement (the "April 2019 ATM Offering
Agreement") with H.C. Wainwright & Co, LLC (as the lead manager) and the
co-managers as set forth in the April 2019 ATM Offering Agreement (collectively,
the ATM Managers") and its related offering terminated unless renewed under the
2020 Shelf.



On March 19, 2020, we entered into an Amending Agreement to the April 2019 ATM
Offering Agreement with the ATM Managers under which the Company may, from time
to time, sell shares of its common stock having an aggregate offering price of
up to $30 million through the ATM Managers through the 2020 Shelf (the "2020 ATM
Offering").



On September 23, 2020, and under our 2020 Shelf, we completed an offering of
12,500,000 units at a price of $1.20 per unit for gross proceeds of $15,000,000
(the "September 2020 Offering"). Each unit was comprised of one share of the
Company and one-half of one share purchase warrant, and each whole warrant
entitles its holder to acquire one share at an exercise price of $1.80 per share
exercisable immediately upon issuance and expiring 24 months from the date of
issuance. In connection with the September 2020 Offering, we also issued
compensation share purchase warrants to agents as part of share issuance costs
to purchase 583,333 shares of our Company exercisable at an exercise price of
$1.80 per share and expiring 24 months from the date of issuance.



During Fiscal 2021, we issued 13,668,906 shares of the Company's common stock at
a weighted average price of $2.19 per share under our 2020 ATM Offering for net
cash proceeds of $29,320,949.


On March 19, 2021, and under our 2020 Shelf, we completed an offering of 10,000,000 shares of the Company's common stock at a price of $3.05 per share for net proceeds of $29,083,710.




On April 8, 2021, and under our 2020 Shelf, we completed an offering of
3,636,364 shares of the Company's common stock at a price of $3.30 per share for
net proceeds of $11,315,966 (the "April 2021 Offering"). In connection with the
April 2021 Offering, we also issued, on a private placement basis, 181,818 Agent
Warrants to the agent as partial compensation, and each Agent Warrant entitles
its holder to acquire one share of common stock at an exercise price of $4.125
per share and expiring five years from the date of issuance.



On May 17, 2021, we filed a Form S-3 shelf registration statement under the
Securities Act which was declared effective by the SEC on June 1, 2021 providing
for the public offer and sale of certain securities of the Company from time to
time, at our discretion, of up to an aggregate offering amount of $200 million
(the "2021 Shelf"), which included an at-the-market offering agreement
prospectus (the "2021 ATM Offering") covering the offering, issuance and sale of
up to a maximum offering of $100 million as part of the $200 million under the
2021 Shelf.



On May 14, 2021, we entered into an at-the-market offering agreement (the "2021
ATM Offering Agreement") with H.C. Wainwright & Co., LLC and certain co-managers
(collectively, the "2021 ATM Managers") as set forth in the 2021 ATM Offering
Agreement under which we may, from time to time, sell shares of our common stock
having an aggregate offering price of up to $100 million through the 2021 ATM
Managers selected by us.


As of the date of this Annual Report, we issued 23,009,578 shares of the Company's common stock at a weighted average price of $3.06 per share under our 2021 ATM Offering for net cash proceeds of $68,827,792.



Credit Facility



On December 5, 2018, we entered into the Third Amended and Restated Credit
Agreement with our Lenders, whereby we and the Lenders agreed to certain further
amendments to our Credit Facility, under which initial funding of $10,000,000
was received by the Company upon closing of the Credit Facility on July 30,
2013, and additional funding of $10,000,000 was received by the Company upon
closing of the amended Credit Facility on March 13, 2014.



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Key terms of the Third Amended and Restated Credit Agreement are summarized as follows:

? the extension of the maturity date from January 1, 2020 to January 31, 2022;

? the deferral of the prior monthly principal payments until the new maturity

date of January 31, 2022;

? the issuance of 1,180,328 shares on signing in Fiscal 2019 representing third

extension fee shares equal to 7% of the principal balance outstanding or

$1,400,000; and

? the payment of anniversary fees to the Lenders on each of November 30, 2019,

2020 and 2021, of 7%, 6.5% and 6%, respectively, of the principal balance then

outstanding, if any, payable at the option of the Company in cash or shares of

the Company with a price per share calculated at a 10% discount to the five

trading-day volume-weighted average price of the Company's shares immediately

    prior to the applicable date.




The Credit Facility is non-revolving with an amended term from inception of 8.5
years maturing on January 31, 2022, subject to an interest rate of 8% per annum,
compounded and payable on a monthly basis.



The Third Credit Amended and Restated Agreement supersedes, in their entirety,
the Company's prior Second Amended and Restated Credit Agreement, dated and
effective February 9, 2016, the Amended and Restated Credit Agreement, dated and
effective March 13, 2014, and the Credit Agreement dated and effective July 30,
2013, with our Lenders.



During Fiscal 2021, we made voluntary payments totaling $10,000,000 to certain
Lenders, which decreased the principal balance outstanding to $10,000,000 under
the Credit Facility.



Pursuant to the terms of the Third Amended and Restated Credit Agreement, during
Fiscal 2021, we issued an aggregate of 1,249,039 shares with a fair value of
$1,170,000, representing 6.5% of the $18,000,000 principal balance outstanding
at the time; and during Fiscal 2020, we issued an aggregate of 1,743,462 shares
to our Lenders, with a fair value of $1,400,000, representing 7% of the
$20,000,000 principal balance outstanding at the time, as payment of anniversary
fees to our Lenders.


Refer to "Long-Term Debt Obligations" under Material Commitments and to Note 9: Long-Term Debt to our Consolidated Financial Statements herein.



Government Loans



During Fiscal 2020, our Canadian subsidiary received a loan of $29,842
(CA$40,000) under the Canada Emergency Business Account program (the "CEBA
Loan"). During Fiscal 2021, we repaid CA$30,000 of the CEBA Loan, 75% of the
total CEBA Loan principal before its initial term date on December 31, 2022, and
received a CEBA Loan Closure Confirmation for forgiveness of the balance of
CA$10,000.



During Fiscal 2020, we applied for a Paycheck Protection Program loan and received the proceeds of $277,250 (the "PPP Loan"). During Fiscal 2021, we received a Notice of Paycheck Protection Program Forgiveness Payment from the Small Business Administration regarding the approval of our application for forgiveness of the PPP Loan amount of $277,250 and associated interest.



Promissory Note



During Fiscal 2021, in connection with a land purchase located within our Goliad
Project (the "Goliad Land Purchase"), we issued a promissory note with a
principal amount of $380,000 to a landowner (the "Promissory Note"). The
Promissory Note carries an interest rate of 5% per annum with principal and
interest payable in 24 monthly installments with a maturity date of November 1,
2022. We may prepay the Promissory Note in any amount at any time before the
maturity date without penalty.



Operating Activities



During Fiscal 2021, net cash used in operating activities totaled $41,469,449,
of which $28,960,818 was for purchases of uranium concentrates. Other
significant operating expenditures included mineral property expenditures,
general and administrative expenses and interest payments. During Fiscal 2020,
net cash used in operating activities totaled $12,870,711, primarily for
maintaining production readiness, mineral property expenditures and general and
administrative expenses.



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Financing Activities



During Fiscal 2021, net cash provided by financing activities totaled
$84,457,538, primarily from net cash of $89,931,236 from various offerings, and
$5,504,286 from the exercises of stock options and share purchase warrants,
offset by the payments of $833,363 for tax withholding amounts related to the
issuance of RSU shares, the principal payment of $10,000,000 to certain Lenders
under the Credit Facility and $144,621 for the Promissory Note and the CEBA
Loan. During Fiscal 2020, net cash provided by financing activities totaled
$307,092, consisting of $277,250 from the PPP Loan and $29,842 from the CEBA
Loan.



Investing Activities



During Fiscal 2021, net cash used by investing activities totaled $3,624,551,
primarily for cash used in investment in term deposits of $10,000,000, cash used
in acquisition of URC shares of $3,396,852, cash used in the investment in
mineral rights and properties of $80,000 and cash used in the purchase of
property, plant and equipment of $147,699, offset by cash received from
redemption of term deposits of $10,000,000. During Fiscal 2020, net cash
provided by investing activities totaled $11,670,960, primarily from cash
received from the redemption of term deposits totaling $11,831,671, offset by
cash used in the investment in mineral rights and properties of $80,000 and cash
used in the purchase of property, plant and equipment of $83,838.



Stock Options and Warrants



As at July 31, 2021, the Company had 10,404,333 stock options outstanding at a
weighted-average exercise price of $1.21 per share and 5,387,323 share purchase
warrants outstanding at a weighted-average exercise price of $1.90 per share. As
at July 31, 2021, outstanding stock options and share purchase warrants
represented a total 15,791,656 shares issuable for gross proceeds of
approximately $22.8 million should these stock options and share purchase
warrants be exercised in full. As at July 31, 2021, outstanding in-the-money
stock options and share purchase warrants represented a total 15,095,852 shares
exercisable for gross proceeds of approximately $20.8 million should these
in-the-money stock options and warrants be exercised in full. The exercise of
these stock options and share purchase warrants is at the discretion of the
respective holders and, accordingly, there is no assurance that any of these
stock options or share purchase warrants will be exercised in the future.



Plan of Operations



For Fiscal 2022, uranium extraction at PAA-1, 2 and 3 of our Palangana Mine is
expected to continue being operated at a reduced pace, including the deferral of
major pre-extraction expenditures, and to remain in a state of operational
readiness in anticipation of a recovery in uranium prices.  In addition, we will
continue the drilling program initiated in March 2021 at our Burke Hollow
Project.



Material Commitments



Long-term Debt Obligations



The Credit Facility described above requires scheduled payments of principal,
interest and fees and includes restrictive covenants that, among other things,
limit our ability to sell the assets securing our indebtedness or to incur
additional indebtedness other than permitted indebtedness. Our ability to make
these scheduled payments will be dependent on, and may change as a result of,
our financial condition and operating performance. If we become unable to make
these scheduled payments or if we do not comply with any one or more of these
covenants, we could be in default which, if not addressed or waived, could
require accelerated repayment of our indebtedness. Furthermore, such default
could result in the enforcement by our Lenders against the Company's assets
securing our indebtedness. These are key assets on which our business is
substantially dependent and as such, the enforcement against any one or all of
these assets would have a material adverse effect on our operations and
financial condition.



As at July 31, 2021, we complied with all of the covenants under the Credit Facility, and we expect to continue complying with all scheduled payments and covenants during Fiscal 2022.




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As at July 31, 2021, significant payment obligations of the Company over next five years and beyond are as follows:



                                                                Payment Due by Period
                                                    Less Than 1                                        More Than 5
Contractual Obligations               Total             Year          1-3 Years        3-5 Years          Years
Long-Term Debt Obligations -
Principal                         $  10,000,000     $ 10,000,000     $          -     $          -     $          -
Long-Term Debt Obligations -
Interests and Fees                    1,008,889        1,008,889                -                -                -
Other Loan Obligations -
Principal and Interests                 266,738          200,054           66,684                -                -
Asset Retirement Obligations          8,221,018                -                -                -        8,221,018
Operating Lease Obligations             609,405          249,405           40,000           40,000          280,000
Uranium Inventory Purchase
Obligations                          88,517,250       18,065,000       56,322,250       14,130,000                -
Total                             $ 108,623,300     $ 29,523,348     $ 56,428,934     $ 14,170,000     $  8,501,018



As at July 31, 2021, we were renting or leasing office premises in Texas, Arizona and Wyoming, U.S., Vancouver, British Columbia, Canada, and Paraguay for total monthly payments of $18,000. Office lease agreements for the U.S. and Canada expire between March 2022 and August 2022.

Commitments for Management Services

As at July 31, 2021, we were committed to paying our key executives a total of $835,000 per year for management services.

Off-Balance Sheet Arrangements




We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future material effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.



Critical Accounting Policies

For a complete summary of all of our significant accounting policies, refer to Note 2: Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements as presented under Item 8. Financial Statements and Supplementary Data herein.




The preparation of financial statements in conformity with U.S. GAAP requires
management to make judgement, estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported revenues
and expenses during the reported periods.  Significant areas requiring
management's judgement, estimates and assumptions include valuation and
measurement of impairment losses on mineral rights and properties, valuation of
stock-based compensation, and valuation of asset retirement obligations. Other
areas requiring estimates include allocations of expenditures to inventories,
depletion and amortization of mineral rights and properties and depreciation of
property, plant and equipment.  Actual results could differ significantly from
those estimates and assumptions.  The following summary provides a description
of our critical accounting policies.



Mineral Rights and Exploration Stage




Acquisition costs of mineral rights are initially capitalized as incurred while
exploration and pre-extraction expenditures are expensed as incurred until such
time proven or probable reserves are established for that project.



We have established the existence of mineralized materials for certain uranium
projects, including our Palangana Mine. However, we have not established proven
or probable reserves for any of our uranium projects, including the Palangana
Mine. Furthermore, we have no plans to establish proven or probable reserves for
any of our uranium projects for which we plan on utilizing ISR mining, such as
the Palangana Mine. As a result, and despite the fact that we commenced
extraction of mineralized materials at the Palangana Mine in November 2010, we
remain in the Exploration Stage and will continue to remain in the Exploration
Stage until such time proven or probable reserves have been established.



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Companies in the Production Stage that have established proven and probable
reserves and exited the Exploration Stage, typically capitalize expenditures
relating to ongoing development activities, with corresponding depletion
calculated over proven and probable reserves using the units-of-production
method and allocated to future reporting periods to inventory and, as that
inventory is sold, to cost of goods sold. Since we are in the Exploration Stage,
it has resulted in our reporting of larger losses than if we had been in the
Production Stage due to the expensing, instead of capitalization, of
expenditures relating to ongoing mine development activities. Additionally,
there would be no corresponding amortization allocated to our future reporting
periods since those costs would have been expensed previously, resulting in both
lower inventory costs and cost of goods sold and results of operations with
higher gross profits and lower losses than if we had been in the Production
Stage. Any capitalized costs, such as expenditures relating to the acquisition
of mineral rights, are depleted over the estimated extraction life using the
straight-line method. As a result, our consolidated financial statements may not
be directly comparable to the financial statements of companies in the
Production Stage.



Impairment of Long-lived Assets




Long-lived assets including mineral rights and property, plant and equipment are
reviewed for impairment whenever events or changes in circumstances indicate the
carrying amount of an asset or asset group may not be recoverable.  Management
applies judgment to assess whenever events or changes in circumstances indicate
the carrying amount of an asset or asset group may not be recoverable giving
rise to the requirement to conduct an impairment test.  Circumstances which
could trigger an impairment test include, but are not limited to: significant
decreases in the market price of the asset; significant adverse changes in the
business climate or legal factors including significant decreases in uranium
prices; significant increase in reclamation costs and accumulation of costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely than
not be sold or disposed of significantly before the end of its estimated useful
life.  Recoverability of these assets is measured by comparing the carrying
value to the future undiscounted cash flows expected to be generated by the
assets.  When the carrying value of an asset exceeds the related undiscounted
cash flows, an impairment loss is recorded by writing down the carrying value of
the related asset to its estimated fair value, which is determined using
discounted future cash flows or other measures of fair value.



Restoration and Remediation Costs (Asset Retirement Obligations)




Various federal and state mining laws and regulations require our Company to
reclaim the surface areas and restore underground water quality to the
pre-existing quality or class of use after the completion of mining. We
recognize the present value of the future restoration and remediation costs as
an asset retirement obligation (each, an "ARO") in the period in which we incur
an obligation associated with the retirement of tangible long-lived assets that
result from the acquisition, construction, development and/or normal use of the
assets.



AROs consist of estimated final well closure, plant and equipment
decommissioning and removal and environmental remediation costs to be incurred
by our Company in the future. The AROs are estimated based on the current costs
escalated at an inflation rate and discounted at a credit adjusted risk-free
rate. The AROs are capitalized as part of the costs of the underlying assets and
amortized over its remaining useful life. The AROs are accreted to an
undiscounted value until they are settled. The accretion expenses are charged to
earnings and the actual retirement costs are recorded against the AROs when
incurred. Any difference between the recorded AROs and the actual retirement
costs incurred will be recorded as a gain or loss in the period of settlement.



Stock-based Compensation



We measure stock-based awards at fair value on the date of the grant and expense
the awards in our Consolidated Statements of Operations and Comprehensive Loss
over the requisite service period of employees or consultants. The fair value of
stock options is determined using the Black-Scholes valuation model. The fair
value of RSUs is determined using the share price of the Company at the date of
grant. The fair value of PRSUs is determined using a Monte Carlo simulation
model. Stock-based compensation expense related to stock awards is recognized
over the requisite service period on an accelerating basis. Forfeitures are
accounted for as they occur.



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Subsequent Events



Subsequent to July 31, 2021, we entered into agreements to purchase 400,000
pounds of uranium concentrates with an aggregate purchase price of $14,500,000,
of which 200,000 pounds of uranium concentrates with an aggregate purchase price
of $6,980,000 were received.



Subsequent to July 31, 2021, we issued 20,743,878 shares of the Company's common
stock at a weighted average price of $3.09 per share under the 2021 ATM Offering
for net cash proceeds of $62,671,103.

© Edgar Online, source Glimpses

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