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OFFON

URANIUM ENERGY CORP.

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

06/09/2021 | 06:04am EDT
The following management's discussion and analysis of the Company's financial
condition and results of operations (the "MD&A") 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-Q Quarterly Report for the nine months ended April 30,
2021, and our Form 10-K Annual Report for the fiscal year ended July 31, 2020,
including the consolidated financial statements and related notes contained
therein. 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 Quarterly Report. Refer to "Cautionary Note Regarding
Forward-looking Statements" as disclosed in our Form 10-K Annual Report for the
fiscal year ended July 31, 2020, and Item 1A, Risk Factors, under Part II -
Other Information, of this Quarterly Report.



Introduction



This MD&A is focused on material changes in our financial condition from July
31, 2020, our most recently completed year end, to April 30, 2021, and our
results of operations for the three and nine months ended April 30, 2021, and
should be read in conjunction with Item 7, Management's Discussion and Analysis
of Financial Condition and Results of Operations, as contained in our Form 10-K
Annual Report for Fiscal 2020.



Business



We are predominantly engaged in uranium mining and related activities, including
exploration, pre-extraction, extraction and processing, on uranium projects
located in the United States and Paraguay, as more fully described in our Form
10-K Annual Report for Fiscal 2020.



We utilize in-situ recovery ("ISR") mining 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, the 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, the 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.  As
of April 30, 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 acts as the central processing
site (the "hub") for the 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"). The Hobson Processing Facility 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.


We acquired the fully permitted Reno Creek Project in August 2017 and expanded our operations to the strategic Powder River Basin in Wyoming.




We also hold certain mineral rights in various stages of development in the
States of Arizona, Colorado, New Mexico, Texas and Wyoming, 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 the uranium mineral rights in which case we would expect to
rely on conventional open pit and/or underground mining techniques.



Since we completed the acquisition of the Alto Paraná Titanium Project located
in Paraguay in July 2017, we are also involved in titanium mining and related
activities, including exploration, development, extraction and processing of
titanium minerals such as ilmenite.



Our operating and strategic framework is based on expanding our uranium and
titanium extraction activities, which includes advancing certain projects with
established mineralized materials towards extraction and establishing additional
mineralized materials on our existing uranium and titanium projects or through
the acquisition of additional projects.



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Uranium Market Developments



Over the past few years, global uranium market fundamentals have been improving
as the market transitions from an inventory driven to more of a production
driven market. The spot market bottomed in November 2016 at about $17.75 per
pound U3O8 and stood at about $29.05 per pound at April 30, 2021 (UxC Broker
Average Price). Production curtailments, and more recently, mine closures from
several global producers, have lowered uranium supply over the past few years.
In 2020, total global production was reduced from 2019 levels of about 142
million pounds to about 123 million pounds, primarily as a result of COVID-19
shutdowns. This event has accelerated a rebalancing in the market, resulting in
about 19 million pounds of supply being removed that will not be made up. Supply
and demand projections show a structural deficit between production and utility
requirements of more than 40 million pounds per year through 2026 with the gap
growing to more than 55 million pounds by 2030. The gap is being filled with
secondary market sources, including finite inventory that is projected to
decline in upcoming years.



Higher priced contracts that have supported production are continuing to roll
out of producer and utility supply portfolios. These higher priced contracts are
not replaceable with current market prices below production costs for the vast
majority of western producers. This will likely continue the trend of production
cuts and deferrals until prices rise sufficiently to sustain long-term mining
operations. In addition, some of the more significant global projects have
recently shut down or are in their final stages of production as their resources
become depleted.



On the demand side of the equation, the global nuclear energy industry continues
robust growth, with 55 new reactors connected to the grid since the start of
2013 and another 52 reactors under construction as of May 2021. Nuclear
generation has continued to increase over the past several years and has
eclipsed pre-Fukushima production levels. In the 2020 edition (World Energy
Outlook 2020), the International Energy Agency "Stated Policies Scenario" sees
installed nuclear capacity growth of over 15% from 2019 to 2040, reaching about
480 GWE. Further upside market pressure also appears likely as utilities finally
return to a longer-term contracting cycle to replace expiring contracts,
something the market has not experienced for several years. In a more recent
market development, financial entities and various producers, including our
Company, began purchasing significant quantities of drummed uranium inventory,
further removing excess supplies that will likely not re-enter the market unless
bundled in longer term contracts at much higher prices.



In the United States, significant political developments are improving the
outlook for American uranium producers. In September 2020, for the first time in
48 years, the Democratic Party platform endorsed nuclear power, creating a solid
base of bipartisan political support for the nuclear industry. In October 2020,
the U.S. Department of Commerce concluded an amendment to the Agreement
Suspending the Antidumping Investigation on Uranium from the Russian Federation
that reduces the United State's dependence on Russian natural uranium
concentrates up to 75% from prior levels. In December, the U.S. Federal
Government omnibus spending bill passed by Congress included $75 million for
initial funding of the 10-year U.S. Uranium Reserve (the "Uranium Reserve").
More recently, the Nuclear Prosperity and Security Act was reintroduced in the
U.S. House of Representative that would direct the Secretary of Energy to
establish and operate a U.S. Uranium Reserve. The Uranium Reserve is designed as
a 10-year, $1.5 billion program to purchase newly mined U.S. origin uranium that
fits well with the Company's production ready, fully licensed domestic mining
capabilities. In late March of this year, additional support for nuclear energy
also emerged from the current administration as a proposed component of a "Clean
Energy Standard" under a plan to revitalize U.S. infrastructure.



Uranium Inventory Initiative




The Company is investing inbuilding the next generation of low-cost and
environmentally friendly uranium projects that will be competitive on a global
basis. Despite our focus on low cost ISR mining with its low capital
requirements, we saw a unique opportunity to purchase drummed uranium at
prevailing spot prices which are below most global industry mining costs. Hence,
we recently established a physical uranium inventory initiative (the "Initiative
Program") and have entered into agreements to purchase 2.505 million pounds of
U.S. warehoused uranium. Various deliveries have or are scheduled to occur in
March 2021 into June 2023 at the ConverDyn conversion facility located in
Metropolis, Illinois, at a volume weighted average price of approximately $30
per pound.



                                       26
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This Initiative Program will support three objectives for our Company: (i) to
bolster our balance sheet as uranium prices appreciate; (ii) to provide
strategic inventory to support future marketing efforts with utilities that
could compliment production and accelerate cashflows; and (iii) to increase the
availability of our Texas and Wyoming production capacity for emerging U.S.
origin specific opportunities which may command premium pricing due to scarcity
of domestic uranium. One such U.S. origin specific opportunity is the Company's
plan to participate in supplying the Uranium Reserve, as outlined in the Nuclear
Fuel Working Group report published by the U.S. Department of Energy.



As of the date of this Quarterly Report, we have received 1,000,000 pounds of uranium inventory under our Initiative Program.



Response to COVID-19 Pandemic



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



Results of Operations



For the three and nine months ended April 30, 2021, we recorded net losses of
$4,590,161 ($0.02 per share) and $13,014,757 ($0.06 per share) and losses from
operations of $4,863,141 and $11,773,329, respectively. For the three and nine
months ended April 30, 2020, we recorded net losses of $3,273,644 ($0.02 per
share) and $10,204,882 ($0.06 per share) and losses from operations of
$3,158,511 and $10,873,387, respectively.



During the three and nine months ended April 30, 2021, we continued with our
strategic plan for reduced operations at our Palangana Mine to capture residual
pounds of U3O8 only.  As a result, no U3O8 extraction or processing costs were
capitalized to inventories during the three months ended April 30, 2021.



During the three months ended April 30, 2021, as part of the Initiative Program, we received 900,000 pounds of uranium inventory at a total cost of $26,193,818. As of April 30, 2021, the total value of inventories was $26,405,480 (July 31, 2020: $211,662).

During the three months ended April 30, 2021, we commenced the 2021 drilling campaign and drilled 57 exploration holes totaling 27,285 feet at our Burke Hollow Project.




Costs and Expenses



Mineral Property Expenditures

Mineral property expenditures primarily consisted of costs relating to permitting, property maintenance, exploration and pre-extraction activities and other non-extraction related activities on our projects.




During the three and nine months ended April 30, 2021, mineral property
expenditures totaled $1,478,754 and $3,141,772, respectively, of which $238,015
and $678,082, respectively, were directly related to maintaining operational
readiness and permitting compliance for our Palangana Mine and Hobson Processing
Facility. During the three and nine months ended April 30, 2020, mineral
property expenditures totaled $956,564 and $3,803,338, respectively, of which
$258,628 and $908,878, respectively, were directly related to maintaining
operational readiness and permitting compliance for our Palangana Mine and
Hobson Processing Facility.



                                       27
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The following table provides mineral property expenditures on our projects for
the periods indicated:



                                             Three Months Ended April 30,          Nine Months Ended April 30,
                                                       2021             2020                2021             2020
Mineral Property Expenditures
Palangana Mine                             $        216,791       $  260,438     $       648,459      $ 1,109,164
Goliad Project                                       51,437           54,486             168,493          151,293
Burke Hollow Project                                626,695          154,672             942,311        1,024,345
Longhorn Project                                      2,289            2,289               6,866           14,735
Salvo Project                                         7,672            7,843              23,537           21,813
Anderson Project                                     19,469           19,519              58,360           49,004
Workman Creek Project                                 8,168            8,168              24,533           24,533
Slick Rock Project                                   12,994           13,123              39,123           39,527
Reno Creek Project                                  215,725          159,088             485,791          451,312
Yuty Project                                          7,129           27,664              21,457           58,578
Oviedo Project                                      109,676           69,446             256,091          298,505
Alto Paraná Titanium Project                         88,796           36,323             134,710          202,656
Other Mineral Property Expenditures                 111,913          143,505             332,041          357,873
                                           $      1,478,754       $  956,564     $     3,141,772      $ 3,803,338




General and Administrative



During the three and nine months ended April 30, 2021, general and
administrative expenses totaled $3,286,201 and $8,336,593, respectively, which
increased by $1,158,314 and $1,498,742, respectively, compared to $2,127,887 and
$6,837,851, respectively, for the three and nine months ended April 30, 2020.
The increases primarily resulted from increases in corporate development and
stock-based compensation expenses.



The following summary provides a discussion of the major expense categories including analyses of the factors that caused significant variances compared to the same period last year:

? for the three months ended April 30, 2021, salaries and management fees

totaled $516,883, which increased by $106,788 compared to $410,095 for the

three months ended April 30, 2020, primarily as a result of reinstatement of

salaries and fees which had been reduced during the initial months of the

COVID-19 pandemic. For the nine months ended April 30, 2021, salaries and

management fees totaled $1,262,153, which was consistent with $1,291,306 for

    the nine months ended April 30, 2020;



? for the three and nine months ended April 30, 2021, office, insurance, filing

and listing fees, investor relations, corporate development and travel

expenses totaled $1,400,984 and $2,803,230, respectively, which increased by

$616,975 and $367,444, respectively, compared to $784,009 and $2,435,786,

respectively, for the three and nine months ended April 30, 2020, primarily as

a result of increases in consulting fees and corporate development expenses;

? for the three and nine months ended April 30, 2021, professional fees totaled

$200,607 and $506,910, respectively, which decreased by $37,531 and $192,568,

respectively, compared to $238,138 and $699,478, respectively, for the three

and nine months ended April 30, 2020. The decrease primarily resulted from

decrease in general legal fees and accounting and audit fees. Professional

fees are primarily comprised of legal services related to certain

transactional activities and regulatory compliance, in addition to audit and

    tax services; and



? for the three and nine months ended April 30, 2021, stock-based compensation

totaled $1,167,727 and $3,764,300, respectively, which increased by $472,082

and $1,353,019, respectively, compared to $695,645 and $2,411,281,

respectively, for the three and nine months ended April 30, 2020. During the

three and nine months ended April 30, 2021, in response to the financial

market uncertainty as a result of the COVID-19 pandemic, we continued to

expand the scope of equity-based payments, including shares issued in lieu of

cash for certain salaries and fees under our Stock Incentive Plan, to

compensate certain employees and consultants. During Fiscal 2020, we granted

approximately 6.2 million stock options to our directors, officers, employees

and certain consultants and awarded 1.3 million RSUs to certain of our

directors and officers. The stock-based compensation expenses included the

fair value of compensation shares at the time of issuance and the amortization

of the fair value of various stock awards granted in Fiscal 2020 and prior

    fiscal years using the graded vesting method.




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Depreciation, Amortization and Accretion

During the three and nine months ended April 30, 2021, depreciation, amortization and accretion totaled $98,186 and $294,964, respectively, which increased by $24,126 and $62,766, respectively, compared to $74,060 and $232,198, respectively, for the three and nine months ended April 30, 2020.




Depreciation, amortization and accretion include 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 the three and nine months ended April 30, 2021, interest and finance
costs totaled $636,178 and $2,356,819, respectively, which decreased by $199,505
and $223,152, respectively, compared to $835,683 and $2,579,971, respectively,
for the three and nine months ended April 30, 2020.



For the three and nine months ended April 30, 2021, interest paid on long-term
debt totaled $274,222 and $1,051,111, respectively, which decreased by $125,778
and $166,667, respectively, compared to $400,000 and $1,217,778, respectively,
for the three and nine months ended April 30, 2020. For the three and nine
months ended April 30, 2021, amortization of debt discount totaled $296,401 and
$1,122,096, respectively, which decreased by $102,830 and $121,936,
respectively, compared to $399,231 and $1,244,032, respectively, for the three
and nine months ended April 30, 2020. 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 from
$20,000,000 in the comparable periods of last year.



For the three and nine months ended April 30, 2021, surety bond premium totaled
$48,718 and $138,797, respectively, which increased by $19,648 and $46,031,
respectively, compared to $29,070 and $92,766, respectively, for the three and
nine months ended April 30, 2020. The increases were primarily a result of
increases in surety bond collateral amounts and the annual premium rate.



Income from Equity-Accounted Investment




During the three and nine months ended April 30, 2021, we recorded income of
$456,132 and $353,440, respectively, as a result of the equity income pick up
from URC's operations.  During the three months ended April 30, 2020, we
recorded income of $684,443 as a result of the equity income pick up from URC's
operations, and during the nine months ended April 30, 2020, we recorded income
of $3,048,219 primarily due to a dilution gain of $3,056,656 recognized as a
result of the change of our ownership interest in URC due to URC's initial
public offering in December 2019, offset by a loss pick up totaling $8,437 from
URC's operations.



Gain on Loan Extinguishment



During the nine months ended April 30, 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. As a result, we recognized a gain on loan
extinguishment of $278,617.  During the three months ended April 30, 2021, we
repaid the CEBA Loan of CAD$30,000, 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 CEBA loan principal of CAD$10,000.  As a result,
we recognized a gain on loan extinguishment of $7,759.



                                       29
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Summary of Quarterly Results



                                                                         For the Quarters Ended
                                             April 30, 2021       January

31, 2021 October 31, 2020 July 31, 2020 Net loss

                                   $     (4,590,161 )   $       

(3,461,059 ) $ (4,963,537 ) $ (4,405,634 ) Total comprehensive loss

                         (4,097,060 )           (2,975,021 )           (4,900,776 )        (4,009,649 )
Basic and diluted loss per share                      (0.02 )                (0.02 )                (0.03 )             (0.02 )
Total assets                                    163,575,373            100,142,619            102,213,761          91,389,617




                                                                        For the Quarters Ended
                                             April 30, 2020       January

31, 2020 October 31, 2019 July 31, 2019 Net loss

                                   $     (3,273,644 )   $       

(1,888,661 ) $ (5,042,577 ) $ (6,334,132 ) Total comprehensive loss

                         (3,752,792 )           (1,928,309 )           (5,052,471 )       (6,199,949 )
Basic and diluted loss per share                      (0.02 )                (0.01 )                (0.03 )            (0.04 )
Total assets                                     93,647,447             96,514,311             96,696,496        101,040,242



Liquidity and Capital Resources



                              April 30, 2021       July 31, 2020
Cash and cash equivalents   $     43,930,316     $     5,147,703
Term deposits                      4,000,000                   -
Current assets                    76,430,509           6,589,879
Current liabilities               12,201,873           2,037,402
Working capital                   64,228,636           4,552,477




During the nine months ended April 30, 2021, we received net proceeds of
$83,842,281 from various equity financings and $4,709,470 from the exercise of
stock options and share purchase warrants, which significantly strengthened our
working capital position.  As at April 30, 2021, we had working capital of
$64,228,636, which increased by $59,676,159 from the working capital of
$4,552,477 as at July 31, 2020.



During the three months ended and subsequent to April 30, 2021, we entered into
agreements to purchase 2.505 million pounds of uranium inventories with a total
purchase price of $75.9 million with delivery dates from March 2021 to June
2023, of which $18.1 million will become due in the next 12 months from the date
that this Quarterly Report is issued. In addition, as of April 30, 2021, we had
$10,000,000 of debt with a maturity date of January 31, 2022. However, we
believe our existing cash resources and, if necessary, cash generated from the
sale of the Company's current assets, will provide sufficient funds to fulfill
our uranium inventory purchase commitments, repay the $10,000,000 principal
amount of the term debt when it becomes due and carry out our planned operations
for 12 months from the date of this Quarterly Report. Our continuation as a
going concern beyond 12 months from the date of this Quarterly Report 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.



Historically we have been reliant primarily on equity financings from the sale
of our common stock and on debt financings in order to fund our operations. We
have also relied, to a limited extent, on cash flows generated from our mining
activities during the years ended July 31, 2015 ("Fiscal 2015), 2013 ("Fiscal
2013) and 2012 ("Fiscal 2012"). However, we have yet to achieve profitability or
develop positive cash flow from operations and we do not expect to achieve
profitability or develop positive cash flow from operations in the near term.
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 electrical 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.



                                       30
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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 mineral 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 mineral projects.



Our anticipated operations, including exploration and pre-extraction activities,
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 commodities,
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 events that occurred at Fukushima in March

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

source of electrical generation may be adversely affected, which may result in

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





Our long-term success, including the recoverability of the carrying values of
our assets and our ability to acquire additional mineral projects and to
continue with exploration and pre-extraction activities and mining activities on
our existing mineral 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 minerals and to
develop these into profitable mining activities.



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 and its related offering terminated
unless renewed under the 2020 Shelf.



On March 19, 2020, we entered into an Amending Agreement to the 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 under its ATM Offering through the 2020 Shelf.



On September 23, 2020, we completed our September 2020 Offering of 12,500,000
units at a price of $1.20 per unit for gross proceeds of $15,000,000.  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 the nine months ended April 30, 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
ATM Offering for net cash proceeds of $29,320,949.



On March 19, 2021, we completed the March 2021 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, we completed the April 2021 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. 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.



                                       31
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As of April 30, 2021, $30 million of the 2020 Shelf was utilized under our ATM
Offering and $69.8 million was utilized under our September 2020 Offering, March
2021 Offering and April 2021 Offering; and therefore, all but $200,000 was
utilized under our 2020 Shelf.



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 from time to time
through the 2021 ATM Manager selected by us.



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



The Third Amended and Restated Credit Agreement superseded, in their entirety,
our Second Amended and Restated Credit Agreement dated and effective February 9,
2016, our Amended and Restated Credit Agreement dated and effective March 13,
2014 and our Credit Agreement dated and effective July 30, 2013 with our
Lenders.



During the nine months ended April 30, 2021, we made voluntary payments totaling $10,000,000 to certain Lenders, which decreased the principal balance outstanding to $10,000,000.




During the nine months ended April 30, 2021, and pursuant to the terms of the
Third Amended and Restated Credit Agreement, 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, as payment of anniversary fees to our
Lenders.



Government Loans



During Fiscal 2020, our Canadian subsidiary received a loan of $29,842
(CAD$40,000) under the CEBA Program. During the three months ended April 30,
2021, we repaid CAD$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 CAD$10,000.



During Fiscal 2020, we entered into a business loan agreement with Kleberg Bank,
N.A., under the Paycheck Protection Program administered by the Small Business
Administration, which is a part of the Coronavirus Aid, Relief, and Economic
Security Act enacted by the U.S. Congress in response to the COVID-19 pandemic.
On May 5, 2020, we received the PPP Loan in the amount of $277,250. During the
nine months ended April 30, 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 the nine months ended April 30, 2021, in connection with the Goliad Land
Purchase, we issued the Promissory Note with a principal amount of $380,000 to a
landowner.  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.



                                       32
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Operating Activities



During the nine months ended April 30, 2021, net cash used in operating
activities was $35,250,208, of which $26,193,818 was for purchases of uranium
inventories. Other significant operating expenditures included mineral property
expenditures, general and administrative expenses and interest payments. During
the nine months ended April 30, 2020, net cash used in operating activities was
$10,332,656 for mineral property expenditures, general and administrative
expenses and interest payments.



Financing Activities



During the nine months ended April 30, 2021, net cash provided by financing
activities totaled $78,453,548, primarily from the net proceeds of $83,842,281
from various share offerings, and net proceeds of $4,709,470 from the exercise
of stock options and share purchase warrants, which were offset by $10,000,000
in voluntary payments to our Lenders under our Credit Facility, $22,083
repayment for the CEBA Loan and payments of $76,120 for the Promissory Note.
During the nine months ended April 30, 2020, cash provided by financing
activities was $28,756 from the CEBA Loan.



Investing Activities



During the nine months ended April 30, 2021, net cash used by investing
activities totaled $4,222,266, primarily for cash used for the investment in
term deposits of $10,000,000, cash used for the purchase of property, plant and
equipment of $142,266, and cash used for investment in mineral rights and
properties of $80,000, offset by cash received from the redemption of term
deposits of $6,000,000. During the nine months ended April 30, 2020, net cash
provided by investing activities totaled $11,670,630, primarily from cash
received from the redemption of term deposits totaling $11,831,671, offset by
cash used for the purchase of property, plant and equipment of $83,841 and cash
used for investment in mineral rights and properties of $80,000.



Stock Options and Warrants



As of April 30, 2021, we had stock options outstanding representing 11,170,110
shares at a weighted-average exercise price of $1.11 per share, and share
purchase warrants outstanding representing 5,480,938 shares at a
weighted-average exercise price of $1.90 per share.  As of April 30, 2021,
outstanding stock options and warrants represented a total 16,651,048 shares
issuable for gross proceeds of approximately $22.7 million should these stock
options and warrants be exercised in full on a cash basis. As of April 30, 2021,
outstanding in-the-money share purchase warrants and stock options represented a
total of 16,469,230 shares exercisable for gross proceeds of approximately $22.0
million should these in-the-money share purchase warrants and stock options be
exercised in full on a cash basis.  The exercise of stock options and warrants
is at the discretion of the respective holders and, accordingly, there is no
assurance that any of the stock options or warrants will be exercised in the
future.


Transactions with a Related Party




During the three and nine months ended April 30, 2021, we incurred $17,900 and
$52,041 (three and nine months ended April 30, 2020: $36,849 and $105,339),
respectively, in general and administrative costs, paid to Blender, a company
controlled by Arash Adnani, a direct family member of our President and Chief
Executive Officer, for various services, including information technology,
financial subscriptions, corporate branding, media, website design, maintenance
and hosting, provided by Blender to the Company.



As of April 30, 2021, the amount owing to Blender was $nil (July 31, 2020: $31,334).




Material Commitments



Uranium Purchase Commitments




During the three months ended and subsequent to April 30, 2021, we entered into
agreements to purchase 2.505 million pounds of uranium inventories under our
Initiative Program, of which 1.0 million pounds have been delivered and paid for
with the remaining 1.505 million pounds being delivered from December 2021 to
June 2023.



                                       33
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Our uranium purchase commitments at the date of this Quarterly Report are as
follows:



For MDA
               Purchase Commitments
                          in Pounds       Total Purchase Price
Fiscal 2022                 600,000     $           18,065,000
Fiscal 2023                 905,000                 29,179,000
Total                     1,505,000     $           47,244,000




Long-Term Debt Obligations



At April 30, 2021, we have made all scheduled payments and complied with all
covenants under our Credit Facility, and we expect to continue complying with
all scheduled payments and covenants during Fiscal 2021.



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, in our Annual Report on Form 10-K for Fiscal
2020.



Refer to "Critical Accounting Policies" under Item 7, Management's Discussion
and Analysis of Financial Condition and Results of Operations, in our Annual
Report on Form 10-K for Fiscal 2020.



Subsequent Events


Subsequent to April 30, 2021, we received cash proceeds of $380,776 and issued 704,423 shares upon the exercise of 888,251 stock options.

Subsequent to April 30, 2021, we entered into agreements to purchase 200,000 pounds of uranium inventories under our Initiative Program.

Subsequent to April 30, 2021, on May 20, 2021, we participated in an equity financing by URC and acquired an additional 1,000,000 common shares of URC at a price of CAD$4.10 per share for a total consideration of $3,396,852.

© Edgar Online, source Glimpses

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