Encore Energy Corp.
A uranium producer that mines most of its ore in the American Southwest, even though it's a Canadian company headquartered in Texas. enCore extracts uranium using in-situ recovery, a method that pumps water underground to dissolve the ore rather than digging open pits, at facilities like Rosita in South Texas. Incorporated in British Columbia in 2009, it cycled through names including Dauntless Capital and Wolfpack Gold before becoming enCore in 2014.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes, which have been prepared in accordance with U.S. GAAP, included elsewhere in this Quarterly Report on Form 10-Q. Additionally, the followin…
The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes, which have been prepared in accordance with U.S. GAAP, included elsewhere in this Quarterly Report on Form 10-Q. Additionally, the following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements included in Part II of our Annual Report for the year ended December 31, 2025. This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated, projected, forecasted or expected in these forward-looking statements as a result of various factors, including, but not limited to, those discussed below and elsewhere in this Quarterly Report. See “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report and the information under the heading “Risk Factors” in Part I, Item IA, “Risk Factors” of our Annual Report. Our management believes the assumptions underlying the Company’s financial statements and accompanying notes are reasonable. However, the Company’s financial statements and accompanying notes may not be an indication of our financial condition and results of operations in the future. Business Overview enCore Energy Corp., America’s Clean Energy Company™, was incorporated on October 30, 2009, under the Laws of British Columbia and is a reporting issuer in all of the provinces and territories of Canada. As of January 1, 2025, the Company ceased to be a “foreign private issuer” and has become a “domestic issuer” within the meanings under the Exchange Act. As a result, the Company must comply with the filing deadlines and disclosure obligations of a domestic issuer and non-accelerated filer as set forth in the Exchange Act. This classification impacts the timing of our periodic filings, internal control assessments, and other regulatory requirements. The Company’s common shares are listed on the Nasdaq Capital Market LLC (“Nasdaq”) and the TSX Venture Exchange (“TSX-V”) under the trading symbol EU. We are an Exploration Stage Issuer as defined by S-K 1300 as we have not established proven or probable mineral reserves, through the completion of a pre-feasibility or feasibility study for any of our uranium projects, as required by the SEC to be defined as a Development Stage Issuer. Even though we commenced extraction of uranium at our Rosita Project and our Alta Mesa Project, the Company remains classified as an Exploration Stage Issuer and will continue to remain an Exploration Stage Issuer until such time as proven or probable mineral reserves have been established at one of our uranium projects. The Company is focused on extracting domestic uranium within the United States. The Company utilizes proven in-situ recovery (“ISR”) technology to produce uranium for use in the generation of reliable, carbon-free nuclear energy. In 2023, the Company commenced uranium extraction in South Texas. The Company’s strategy is to build uranium extraction capacity by developing and placing into operation a series of uranium extraction facilities in South Texas, followed by a future pipeline of exploration projects in South Dakota and Wyoming, becoming a leading supplier of domestic uranium to fuel a growing demand for clean energy generation using nuclear power. Industry and Market Update The following developments are those management believes are most relevant to current and anticipated uranium market conditions and the Company’s business. The primary use of uranium is to fuel nuclear power plants for the generation of carbon and emission free electricity. According to the World Nuclear Association, as of April 2026, there were 438 operable nuclear reactors world-wide, which required approximately 178 to 180 million pounds of U3O8 annually at full operation. According to data from TradeTech LLC, the world continues to require more uranium than it produces from primary extraction. The gap between demand and primary supply is being filled by stockpiled inventories and secondary supplies, which the Company believes have dwindled significantly in recent years. Expanding the current reactor fleet to meet anticipated future levels of electrical generating capacity required remains a significant challenge to the nuclear industry. To meet those goals, the global industry must protect existing capacity, and there have been multiple public pronouncements from several countries, including the United States, to protect existing nuclear generating capacity. In the United States, as a result of clean energy credits granted by several states and the production tax credit for nuclear power provided in the Inflation Reduction Act of 2022, several nuclear utilities have announced operating life extensions and capacity expansions within their existing operating fleet. Also, the industry has seen an unprecedented trend in reactor recommissioning. In the United States, where just a few years ago reactors were 33 being shut down prematurely, nuclear plants such as Palisades, Three Mile Island (“Crane Clean Energy Center”), and Duane Arnold are positioned to re-enter service. With increasing demand expectations, an increase in uranium production must occur in an environment beset by risks, including import bans, sanctions, and secondary sanctions imposed by various countries, transportation issues, trade restrictions in other goods and services beyond nuclear fuel, and fewer available ports, all of which have combined to create widespread uncertainty in the market regarding the availability of both current and future supply. Below is a list of some of the recent government policy, U.S. market and global market news that can influence the uranium market. U.S. Government Policy News •The U.S. Department of Energy’s (“DOE”) Office of Nuclear Energy is launching an initiative to strengthen the nation’s nuclear fuel supply chain. Through the Defense Production Act (“DPA”) Nuclear Fuel Cycle Consortium, the federal government will work with the domestic nuclear industry to help ensure that the United States has a secure and reliable supply of nuclear fuel for both the existing reactor fleet and the next generation of advanced reactors. Comprised of representatives from more than 90 companies spanning the nuclear industrial base, the consortium will address all facets of the nuclear fuel supply chain, including mining and milling, conversion, enrichment, deconversion, fuel fabrication, recycling, and reprocessing. Under the “Nuclear Dominance-3 by 33” campaign, by 2033 the consortium aims to: (1) catalyze a secure and cost-competitive domestic fuel supply chain; (2) accelerate advanced reactor deployment and help close the nuclear fuel cycle; and (3) explore how the DPA framework can be leveraged to grow and align workforce, financing, innovation and collaboration to support expansion of U.S. nuclear energy. •The U.S. Nuclear Regulatory Commission (“NRC”) has accepted for review and docketed the University of Illinois Urbana-Champaign’s application for a construction permit for a research reactor based on NANO Nuclear Energy’s KRONOS Micro Modular Reactor technology. The NRC’s acceptance marks the beginning of the formal licensing process and initiates detailed technical, safety, environmental, and security reviews of the proposed reactor. Acceptance of the application does not constitute approval or issuance of a construction permit. The proposed reactor would be constructed in Champaign County, Illinois, pending completion of the NRC’s review and any subsequent licensing decision. •The NRC released a draft Environmental Assessment and draft Finding of No Significant Impact (“FONSI”) concluding that restarting the Crane Clean Energy Center is not expected to result in significant adverse environmental impacts, pending completion of the public comment process and the agency’s final environment review. •The DOE announced a conditional $17.5 billion loan commitment to help accelerate the deployment of 10 new Westinghouse AP1000 nuclear reactors at five sites across the United States. The financing is intended to support the purchase of long-lead nuclear components, helping reduce construction timelines by up to three years. Each project is expected to include two reactors and be jointly owned by Westinghouse and a utility or energy company partner. The initiative is intended in part to help meet rapidly growing electricity demand, including that from artificial intelligence data centers. U.S. Market News •The NRC renewed the operating licenses for the two-unit Diablo Canyon Nuclear Power Plant in California for an additional 20 years, marking the 99th and 100th renewed commercial reactor operating licenses. Pacific Gas & Electric Co.’s Diablo Canyon Units 1 and 2, both pressurized water reactors, are located in Avila Beach, California. Unit 1’s operating license will now expire on November 2, 2044, and Unit 2’s will expire on August 26, 2045. However, operation beyond 2030 will require changes to California state law. •The Duane Arnold Energy Center in Iowa could receive the NRC’s package of restart licensing actions by January 2028, according to NRC officials during a public outreach meeting in Cedar Rapids. NextEra Energy announced plans in October 2025 to restart the 601 MWe boiling water reactor. The effort was further supported by a power purchase agreement between NextEra and Google to supply electricity for Google’s Cedar Rapids data center, although the January 2028 licensing target remains subject to the NRC’s review process and regulatory approval. 34 •ConverDyn has announced that it has begun analyzing the feasibility of a possible new uranium conversion plant. The Metropolis Works facility in Illinois is currently the only operating commercial uranium conversion facility in the United States. ConverDyn has retained an engineering firm to evaluate how long construction of a new plant would take, the expected cost, and whether a modular design is possible. •NextEra Energy and Dominion Energy announced an all-stock merger valued at approximately $67 billion on May 18, 2026, that will create the world’s largest regulated electric utility business by market capitalization. The combined company will operate as NextEra Energy and continue trading on the New York Stock Exchange under the ticker symbol NEE. NextEra is the largest electric utility in the United States by market capitalization while Dominion Energy provides electricity in Virginia, North Carolina, and South Carolina. Together, the two U.S. companies will create “one of the world’s largest energy infrastructure companies, with an unmatched operating platform benefiting customers,” according to NextEra’s press release issued on May 18, 2026. The transaction was unanimously approved by the boards of both companies and is expected to close within 12 to 18 months, subject to regulatory and shareholder approvals. •Urenco USA announced plans to expand the capacity of its U.S. uranium enrichment facility by nearly 50%, adding 2.1 million separative work units of capacity. Following the completion of the expansion and ongoing capacity upgrades, the facility’s installed capacity is expected to exceed 7.0 million separative work units. •The NRC has granted 20-year license extensions to the Edwin I. Hatch nuclear plant’s two reactors in Georgia. With the extensions, Units 1 and 2 are licensed to operate through August 2054 and June 2058, respectively. •The U.S. Energy Information Agency released its annual report on domestic uranium production, finding that U.S. uranium mine production increased from 677,000 pounds U3O8 in 2024 to approximately 1.4 million pounds U3O8 in 2025, the highest annual production since 2017. •Santee Cooper, in South Carolina, is moving forward with efforts to restart the construction of Units 2 and 3, both Westinghouse AP1000 reactors, at the V.C. Summer Nuclear Station. The project is currently in the feasibility and development phase, with construction subject to an investment decision. Global Market News •Japan is considering replacing up to five of its aging reactors by the 2040s with a total capacity possibly reaching 5,500 MW. This represents an increase of nearly 20% above existing capacity. •The government of Canada is developing a new nuclear strategy, which is expected to be released by the end of the year. According to an official statement by the Canadian government, the new strategy will be structured around four pillars: enabling new builds across Canada, being a global supplier and exporter of choice, expanding uranium production and nuclear fuel opportunities, and developing new Canadian nuclear innovations in fission and fusion. 35 Sales of Uranium and Sales Agreements During the six months ended June 30, 2026, the Company completed uranium sales totaling 485,000 pounds of U3O8, not including converter and transaction costs, for an average sales price of $70.10 per pound of U3O8. The Company’s uranium sales strategy provides a base level of projected income from sales contracts. The Company has been able to use improving uranium market conditions to create a balanced uranium sales agreement portfolio, providing multiple pricing structures to support future market changes and extraction plans. As of June 30, 2026, we have executed fourteen uranium sales agreements to supply uranium to nuclear power plants in the United States and one legacy uranium sales agreement with a uranium trading company. enCore’s uranium sales agreement portfolio is a mix of market related pricing, hybrid base price and market related pricing, base escalated pricing, and fixed prices. The Company has fourteen current uranium sales agreements, two are market-related with no floors or ceilings and eight are market related that typically retain exposure to spot pricing, while including minimum floor and maximum ceiling prices, some of which are adjusted upwards periodically for inflation. Minimum floor prices are set at levels that provide the Company with a comfortable margin over its expected costs of operations in Texas while still allowing the Company to participate in anticipated escalations of the price of uranium. The remaining agreements are fixed or a hybrid of both, fixed and market. The Company will continue to assess opportunities to secure future sales agreements that will support its continued project and extraction growth strategies. The Company is committed to honoring all sales commitments. Our website is www.encoreuranium.com. From time to time, we may use our website as a distribution channel for ongoing updates for the company and material company information. 36 Our Mineral Properties enCore controls key mineral properties within the United States, primarily in Texas, South Dakota and Wyoming. Our current Central Processing Plants’ (“CPP”) operations are designed and permitted to process uranium from a mix of satellite ion exchange (“IX”) plants and primary sources within south Texas. Property Location Map Summary of Properties South Texas Integrated ISR Project (Rosita CPP) The South Texas Integrated ISR Project is an Exploration Stage Property, as defined by S-K 1300, which consists of five project areas: the Rosita Central Processing Plant (“Rosita CPP”), Butler Ranch Uranium ISR Project, Upper Spring Creek - Brevard Area ISR Uranium Project, Upper Spring Creek - Brown Area ISR Uranium Project inclusive of the Brown and adjacent properties (“USC – Brown or Brown”), and Rosita South Cadena ISR Project. The Company owns 100% interest in the South Texas Integrated ISR Project which is located on over 7,074 acres of private land in the state of Texas. Alta Mesa Uranium Project, Texas The Alta Mesa Uranium Project (“Alta Mesa”) is an Exploration Stage Property, as defined by S-K 1300, and is a fully licensed and constructed ISR project and CPP, located on over 4,597 acres of private land in the state of Texas. The Company’s ownership interest is aligned with the current Joint Venture agreement providing for ownership of 70% of the Alta Mesa project. Mesteña Grande Uranium Project, Texas The Mesteña Grande Uranium Project (“Mesteña Grande”) is an Exploration Stage Property, as defined by S-K 1300, located in Brooks and Jim Hogg Counties, Texas and is on land located adjacent to, and to the south, north, and west of 37 Alta Mesa. The Company’s ownership interest is aligned with the current Joint Venture agreement providing for ownership of 70% of Mesteña Grande. The property consists of over 200,000 mostly contiguous acres. Dewey Burdock Project, South Dakota The Dewey Burdock Project is an Exploration Stage Property, as defined by S-K 1300, located in southwest South Dakota and is part of the northwestern extension of the Edgemont Uranium Mining District. The Company owns a 100% interest in the Dewey Burdock Project. The project includes federal claims, private mineral rights and private surface rights controlling the entire area within the licensed project permit boundary as well as surrounding areas. The Company currently controls approximately 16,962 acres of net mineral rights and 12,613 acres of surface rights. Gas Hills Project, Wyoming The Gas Hills Project, as defined by S-K 1300, is an Exploration Stage Property located in Wyoming. The Company owns a 100% interest in the Gas Hills Project located in the historic Gas Hills Uranium District 45 miles east of Riverton, Wyoming. The Gas Hills Project consists of approximately 1,280 surface acres and 12,960 net mineral acres of unpatented lode claims, a State of Wyoming mineral lease, and private mineral leases, all within a brownfield site which has experienced extensive uranium development. Exploration Update Alta Mesa East Project, Texas Exploration activities are currently being conducted on properties located adjacent to, and to the east of, the Alta Mesa mine site as part of our Alta Mesa East exploration project which began in November 2025. The Alta Mesa East prospect consists of 5,900 acres of private, trust-owned mineral leases with approximately 4,897 acres of individual surface leases. The Company’s exploration plan utilizes wide-spaced (800-1600 feet) drill spacing for regional assessment and closer-spaced drillholes (400-500 feet) with even closer offsets in areas of discovered mineralization. Uranium mineralization has been discovered within five primary sands beneath the site. Exploration drilling is expected to continue throughout 2026. Ongoing drilling results continue to advance the geologic model and mineral resource assessment. Operations Update The Company is focused on extracting domestic uranium within the United States. The Company utilizes proven ISR technology to produce uranium for use in the generation of reliable, carbon-free nuclear energy. enCore owns 4 of the 13 constructed and existing ISR production-facilities in the United States. The Company has several key mineral resource projects in other jurisdictions within the United States. Our S-K 1300 compliant resources are listed below: Total measured and indicated mineral resources 30.94 million lbs. U3O8 Total inferred mineral resources 20.54 million lbs. U3O8 South Texas Integrated ISR Project (Rosita CPP) In May 2026, the first phase of construction on the Upper Spring Creek- Brown satellite facility was completed. This is the largest satellite facility the Company has built to date. The newly constructed portion of the satellite currently can process 1,600 gallons per minute (gpm) through the facility, which represents 50% of the satellite’s planned flow capacity. This new plant is capable of producing from the first wellfield at the Upper Spring Creek Project area. Drilling activities for the first 800-gpm wellfield module are complete, and wellfield infrastructure is almost complete. Drilling and infrastructure activities for the three other 800 gpm modules are underway, with Module 2 drilling activities approximately 90% complete. Uranium extraction can begin as soon as the final authorization is received. Further expansion of the plant is currently underway. Once completed, it is expected to have a total capacity of 3,200 gpm to accommodate any future development or expansion in the immediate area. A total of 273 holes have been drilled for the six months ended June 30, 2026, with 104 extraction and monitoring wells installed for Production Authorization Area One (“PAA-1”). The first operational wellfield has been completed and is currently awaiting final authorization for operation. Modules 2, 3 and 4 are expected to be completed before the end of the year. 38 In PAA-1, eight additional overlying monitoring wells were installed at the request of the TCEQ in May 2026. A hydrologic pump test and sampling campaign was completed following the installation of these eight wells, and in June 2026, this information was incorporated into a report that was filed with TCEQ. Minor modifications to the Class III Area permit were submitted to accommodate the monitoring wells proximity to the property lines and each other and are currently under TCEQ review. TCEQ’s approval of the waste disposal well permit is expected in the third quarter of 2026 and construction is also planned for the third quarter of 2026. Radioactive Material License (“RML”) and Area Underground Injection Control (“UIC”) Permit amendments for the Upper Spring Creek Expansion Project onto properties adjacent to the Brown, including Houdmann and Geffer properties, are currently being prepared for submission in the third quarter of 2026. The addition of these adjacent properties will increase the size of the extraction area for additional wellfield development. Alta Mesa Uranium Project, Texas Extraction operations continue at PAA-7 at Alta Mesa. 2026 Alta Mesa CPP Wellfield development operations at Alta Mesa PAA-8 and PAA-3 extension are ongoing. Monitoring well drilling and installation began in January 2026 at PAA-8 and continues. Wellfield installation at PAA-3 extension has also continued to progress. At least three modules are expected to be completed when the permitting process is completed. Drilling at Alta Mesa for the three and six months ended June 30, 2026 occurred primarily within the two planned production areas: PAA-8 and PAA-3 extension. In PAA-8, 435 total holes have been drilled since inception. A total of 219 holes have been drilled for the six months ended June 30, 2026. Of the total wells drilled, 78 wells have been cased and completed, which includes 56 monitor wells and 22 extraction wells. The hydraulic pump test for PAA-8 was completed in March 2026. PAA-8 delineation is ongoing as well as pattern design and construction. Development drilling at PAA-3 extension continues and is nearing completion. The PAA-3 extension project began in October 2024, with monitoring well installations occurring in the spring of 2025. During the six months period ended June 30, 2026, 259 holes were drilled, including 63 holes cased and 51 holes cased and completed to date. As of the six months period ended June 30, 2026, a total of 177 delineation holes had been drilled. The Alta Mesa RML is in timely renewal, and a second request for additional information regarding the Alta Mesa RML renewal was received from TCEQ in June 2026. The PAA-3 extension production area authorization amendment was submitted to the TCEQ in May 2026. The Company is awaiting formal notice of comments per TCEQ’s administrative review process. The PAA-8 production area authorization application was submitted to the TCEQ in June 2026. The Company is currently awaiting the TCEQ permit review. Permitting applications and other documents are currently being prepared to expand the Alta Mesa project into the adjacent Alta Mesa East project area, currently under exploration. This includes an expanded aquifer exemption, an expanded area underground injection control permit and an amendment to the RML to allow for wellfields on contiguous property. Ecological surveys have been completed in the Alta Mesa East area, and reconnaissance mapping has been completed to identify all surface water impoundments and groundwater wells to be used for baseline water quality sampling. Dewey Burdock Project, South Dakota Preliminary engineering has been initiated for the Dewey Burdock plant site, evaporation ponds, and deep disposal well. The EPA Class III & V Underground Injection Control permits were received in October 2025, and the Bureau of Land Management Plan of Operations was approved on June 15, 2026. 39 The Company received final approval from the NRC for the 20-year license renewal, which was originally issued in 2014. As part of the license renewal process, the Environmental Assessment (“EA”), Finding of No Significant Impact FONSI and Section 106 Programmatic Agreement for the Dewey-Burdock Initial Infrastructure Development Plan of operations were approved on June 16, 2026, and were publicly issued on June 22, 2026. The Final Safety Evaluation Report (“SER”) was completed, and the NRC issued the renewed 20-year source materials license on June 30, 2026. On June 17, 2026, the NRC published Federal Register notice FR 36623 announcing issuance of the final EA, SER, and FONSI for SUA-1600. Completion of these actions occurred four days ahead of the FAST-41 scheduled completion date of June 22, 2026. On June 15, 2026, the Company submitted an application to the South Dakota Department of Agriculture and Natural Resources for the Madison and Inyan Kara water appropriations permits and a revision of the Large Surface Mine Permit. As part of the permit revision process, Western Water Consultants have been engaged to update wildlife surveys in support of the application. Results of Operations: The following table summarizes the results of operations for the three months ended June 30, 2026, and 2025: Three Months Ended June 30, Increase (Decrease) Percent Change (in thousands except per share data) 2026 $ 2025 $ Revenue 15,696 3,664 12,032 328 % Cost of sales 18,272 2,534 15,738 621 % Operating costs 26,919 20,407 6,512 32 % Interest income 272 201 71 35 % Interest expense (1,819) (240) (1,579) (658) % Gain (Loss) on marketable securities, unrealized (15,870) 2,810 (18,680) (665) % Gain on marketable securities, realized 2,298 7,671 (5,373) (70) % Net loss before income taxes (44,614) (8,835) (35,779) (405) % Net loss per share basic and diluted $ (0.21) $ (0.03) $ (0.18) (600) % The following table sets forth selected operating data and financial metrics for uranium sales for the three months ended June 30, 2026, and 2025. Three Months Ended June 30, Increase (Decrease) Percent Change 2026 2025 Volumes sold (lbs.) 215,000 60,000 155,000 258% Realized sales price ($/lbs.) 73.00 61.07 11.93 20% Weighted avg. costs applicable to revenues ($/lbs.) 84.99 42.23 42.76 101% •Revenue - Revenue from uranium sales for the three months ended June 30, 2026, was $15,696 compared to revenue of $3,664 for the three months ended June 30, 2025, an increase of $12,032 or 328%. Revenue recognized for the three months ended June 30, 2026, was driven by the increased sales volume of 155,000 pounds and a 20% increase in sales price. The realized sales prices per pound of uranium for the three months ended June 30, 2026 and 2025, were $73.00 and $61.07, respectively, and included the contractual sales price less sales-related costs. The realized sale price per pound increase is dictated by the market for uranium, which is a commodity. •Cost of Sales - Costs applicable to uranium sales were $18,272 for the three months ended June 30, 2026, related to the completed sale of 215,000 pounds of uranium at a weighted average cost of $84.99 per pound compared to uranium costs of $2,534 for the sale of 60,000 pounds at a weighted average cost of $42.23 per pound for the three months ended June 30, 2025. The increase in costs was the result of more sales of purchased uranium at a higher price versus extracted uranium at a lower price. The Company’s weighted average cost components include the 40 cost of purchased uranium and uranium from extraction. See Costs of U3O8 Sold table below for more information. •Operating expenses - Operating expenses include selling, general and administrative, mineral property expenditures, depreciation, depletion, amortization, and stock compensation expense. Operating expenses for the three months ended June 30, 2026, were $26,919 as compared to $20,407 for the three months ended June 30, 2025. This increase was primarily driven by the increased stock compensation expense and an increase in activity levels the Company is experiencing in 2026 from increased drilling at Alta Mesa and Upper Spring Creek. •Interest income - Interest income for the three months ended June 30, 2026 and June 30, 2025, was $272 and $201, respectively. The increase was primarily driven by the increase in cash held in brokerage and bank accounts. •Interest expense - Interest expense for the three months ended June 30, 2026 and June 30, 2025, was $1,819 and $240, respectively. The increase is primarily driven by the interest expense related to the new Convertible Senior Notes. See Note 15 - Debt for more information. •Gain/Loss on marketable securities, unrealized - The Company recognized a loss of $15,870 on the fair value of marketable securities, unrealized for the three months ended June 30, 2026, compared to a gain of $2,810 for the three months ended June 30, 2025. Unrealized losses for the three months ended June 30, 2026, are due to unfavorable market conditions. •Gain on marketable securities, realized - The Company recognized a gain of $2,298 on the fair value of marketable securities, realized for the three months ended June 30, 2026, as a result of the sale of common shares compared to a gain on marketable securities of $7,671 for the three months ended June 30, 2025. The following table summarizes the results of operations for the six months ended June 30, 2026 and 2025: Six Months Ended June 30, Increase (Decrease) Percent Change (in thousands except per share data) 2026 $ 2025 $ Revenue $ 33,997 $ 21,904 12,093 55% Cost of sales 36,637 20,796 15,841 76% Operating costs 16,897 36,011 (19,114) (53)% Interest income 658 480 178 37% Interest expense (3,634) (586) (3,048) (520)% Loss on marketable securities, unrealized (25,918) (7,066) (18,852) (267)% Gain on marketable securities, realized 6,137 7,671 (1,534) (20)% Net loss before income taxes (42,294) (34,404) (7,890) (23)% Net loss per share basic and diluted $ (0.19) $ (0.16) $ (0.03) (19)% The following table sets forth selected operating data and financial metrics for uranium sales for the six months ended June 30, 2026, and 2025. Six Months Ended June 30, Increase (Decrease) Percent Change 2026 2025 Volumes sold (lbs.) 485,000 350,000 135,000 39% Realized sales price ($/lb.) $ 70.10 $ 62.58 7.52 12% Weighted avg. costs applicable to revenues ($/lb.) $ 75.54 $ 59.42 16.12 27% •Revenue - Revenue from uranium sales for the six months ended June 30, 2026, was $33,997 compared to revenue of $21,904 for the six months ended June 30, 2025, an increase of $12,093 or 55%. The increase in 41 revenue for the six months ended June 30, 2026, was driven by an increase in volumes sold of, 135,000 pounds or 39%. The realized sales prices per pound of uranium for the six months ended June 30, 2026 and 2025 were $70.10 and $62.58, respectively, and included the contractual sales price less sales-related costs. The realized sale price per pound increase is dictated by the market for uranium, which is a commodity. •Cost of Sales - Costs applicable to uranium sales were $36,637 for the six months ended June 30, 2026, related to the completed sale of 485,000 pounds of uranium at a weighted average cost of $75.54 per pound compared to uranium costs of $20,796 for the sale of 350,000 pounds at a weighted average cost of $59.42 per pound for the six months ended June 30, 2025. The increase in costs was the result of more purchased uranium at a higher price versus extracted uranium at a lower price. The Company’s weighted average cost components include both the cost of purchased uranium and uranium produced from extraction. See Costs of U3O8 Sold table below for more information. •Operating expenses - Operating expenses include selling, general and administrative, mineral property expenditures, depreciation, depletion, amortization, and stock compensation, and are impacted by gains recognized on the sale of mineral property expenditures. Operating expenses for the six months ended June 30, 2026, were $16,897 as compared to $36,011 for the six months ended June 30, 2025. This decrease primarily reflects the gain on sale of mineral properties as a result of the sale of NM Energy Canada’s mineral properties and intangible assets in 2026, offset by increased activity levels the Company is experiencing in 2026. The increased activity levels are driven primarily by the increased drilling at Alta Mesa and Upper Spring Creek. •Interest income - Interest income for the six months ended June 30, 2026 and June 30, 2025, was $658 and $480, respectively. The increase was primarily driven by the increase in cash held in brokerage and bank accounts. •Interest expense - Interest expense for the six months ended June 30, 2026 and June 30, 2025, was $3,634 and $586, respectively. The increase is primarily driven by the interest expense related to the new Convertible Senior Notes. See Note 15 - Debt for more information. •Loss on marketable securities, unrealized - The Company recognized a loss of $25,918 on the fair value of marketable securities, unrealized for the six months ended June 30, 2026, compared to a loss of $7,066 for the six months ended June 30, 2025. Unrealized losses for the six months ended June 30, 2026 and 2025, are due to unfavorable market conditions. •Gain on marketable securities, realized - The Company recognized a gain of $6,137 on the fair value of marketable securities, realized for the six months ended June 30, 2026, as a result of the sale of common shares compared to a gain of $7,671 on marketable securities for the six months ended June 30, 2025. 42 The table below presents total cost of extracted pounds and uranium costs per extracted pound during the reporting period. Total cost of extracted pounds is the cost of sales less the cost of sales of purchased goods, which includes the aggregate purchase price of purchased uranium. Uranium cost per extracted pound is the total cost of extracted pounds divided by the pounds of uranium extracted during the period. Total cost of extracted pounds and uranium costs per extracted pound, includes the allocation of cash and non-cash costs. During the six months ended June 30, 2026, the Company continued its uranium extraction activities at Alta Mesa. Total Costs of U3O8 Sold Six Months Ended June 30, 2026 Six months ended June 30, 2025 Pounds U3O8 Cost ($000s) Cost/Pounds Pounds U3O8 Cost ($000s) Cost/Pounds Total Cost of Pounds 485,000 $36,637 $75.54 350,000 $20,796 $59.42 Purchased inventory (1) 360,000 $29,466 $81.85 225,000 $15,430 $68.58 Extracted total 125,000 $7,170 $57.36 125,000 $5,365 $42.92 Extracted: Cash costs (2) $4,808 $38.46 $3,607 $28.86 Non-Cash costs (3) $2,362 $18.90 $1,758 $14.06 (1) Lower of actual cost or market price as of end Q2-2026 and Q2-2025, respectively. (2) Cash costs of extracted pounds related to cost of goods sold are a metric for investors in evaluating the Company's operations. (3) Non-cash costs of extracted pounds related to cost of goods sold are an insight into additional expenses that impact overall costs and include depletion and certain sales related fees. Inventory Remaining on Hand As of June 30, 2026 As of December 31, 2025 Pounds U3O8 Cost ($000s) Cost/Pounds Pounds U3O8 Cost ($000s) Cost/Pounds Total Cost of Inventory 203,304 $14,396 $70.81 132,013 $5,317 $40.28 Purchased Inventory (1) 140,000 $11,263 $80.45 Extracted total 63,304 $3,133 $49.49 132,013 $5,317 $40.28 Extracted: Cash costs (2) $2,233 $35.27 $4,605 $34.88 Non-Cash costs (3) $900 $14.22 $713 $5.40 (1) Lower of actual cost or market price as of end Q2-2026 and Q4-2025 respectively. (2) Cash costs of extracted pounds related to cost of goods sold are a metric for investors in evaluating the Company's operations. (3) Non-cash costs of extracted pounds related to cost of goods sold are an insight into additional expenses that impact overall costs and include depletion and certain sales related fees. The Company continues to be impacted by delays in the permitting approval process associated with its assets in South Texas, including Alta Mesa and Upper Spring Creek. These delays have resulted in reduced overall production estimates for the year ending December 31, 2026. The Company has maintained its focus on developing its wellfields and has chosen to reduce its rig activity to better align its operational needs and strategic objectives. Beginning in April 2026, the Company began reducing its overall headcount by approximately 20%. As a result of the workforce reduction, the 43 Company expects to see annualized cost savings to its overall operations and general and administrative expenses compared to the year ended December 31, 2025. The Company remains committed to cost efficiency and production optimization, ensuring competitive uranium extraction and processing. The Company anticipates further cost efficiencies as additional wellfield patterns come online and economies of scale improve. Liquidity and Capital Resources Our short-term cash requirements are primarily driven by exploration and development activities aimed at advancing properties for uranium extraction. We expect to meet our short-term cash requirements generally through existing working capital. As of June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents of $21,811 and $52,403, respectively, and working capital of $87,045 and $96,134, respectively. Our long-term cash requirements are also primarily driven by exploration and development activities aimed at advancing properties for uranium extraction. We expect to meet our long-term cash requirements through various sources of capital, which may include a revolving credit facility or line of credit and future debt or equity issuances, existing working capital, and net cash provided by operations and property dispositions. However, there are a number of factors that may have a material adverse effect on our ability to access these capital sources, including the state of overall equity and credit markets, our degree of leverage, our unencumbered asset base and borrowing restrictions imposed by lenders (including as a result of any failure to comply with financial covenants in future indebtedness), general market conditions for uranium mining companies and other energy companies, issuance of required permits which may delay the Company’s ongoing or future projects, our operating performance and liquidity and market perceptions about us. The success of our business strategy will depend, in part, on our ability to access these various capital sources. On August 22, 2025, we issued $115,000 of the aggregate principal amount of the Convertible Senior Notes. The Convertible Senior Notes bear an annual interest of 5.5%, payable semiannually in arrears and the Notes mature on August 15, 2030. The proceeds were used, among other things, to pay down and terminate the Uranium Loan Agreement with Boss. See Note 15 - Debt for more information. The net proceeds from the offering of the Notes were approximately $109,657, after deducting the initial purchasers’ discounts and commissions and offering expenses. We believe that our available cash, expected operating cash flows, or equity or debt financings will provide sufficient funds for our operations and anticipated scheduled debt service payments for the next twelve-month period following June 30, 2026. We believe that our sources of long-term cash will be sufficient for our needs thereafter. Cash Flows The following table reflects cash flow activities for the six months ended June 30, 2026 and 2025: Six Months Ended June 30, 2026 2025 Cash Balance Impact Increase (Decrease) Net cash used in operating activities $ (42,502) $ (17,629) $ 24,873 Net cash used in investing activities (11,486) (2,115) 9,371 Net cash provided by financing activities 17,947 6,551 11,396 Impact of currency rate changes in cash 6,863 663 6,200 Net decrease in cash, cash equivalents and restricted cash $ (29,178) $ (12,530) $ (16,648) Net Cash Used in Operating Activities 44 Net cash used in operating activities increased by $24,873 from $17,629 for the six months ended June 30, 2025 to $42,502 for the six months ended June 30, 2026. This was largely driven by an increase in inventory and prepaid expenses during the six months ended June 30, 2026 compared to the same period in 2025. Net Cash Used in Investing Activities Net cash used in investing activities increased by $9,371, to $11,486, for the six months ended June 30, 2026, compared to $2,115 for the six months ended June 30, 2025. This was largely driven by an increase in exploration costs related to mineral properties and the net purchase of marketable securities in 2026. Net Cash Provided by Financing Activities Net cash provided by financing activities increased by $11,396 to $17,947 for the six months ended June 30, 2026, compared to cash provided by financing activities of $6,551 for the six months ended June 30, 2025. This was largely driven by the proceeds received from the exercise of warrants during the six months ended June 30, 2026. Off Balance Sheet Arrangements As of June 30, 2026, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company. Critical Accounting Policies and Estimates Our unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP. Preparation of the financial statements requires us to make judgments, estimates and assumptions that impact the reported amount of net sales and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when the estimate or assumption is complex in nature or requires a high degree of judgment and when the use of different judgments, estimates and assumptions could have a material impact on our unaudited consolidated financial statements. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our financial statements. While our significant accounting policies are described in more detail in Note 2 – Summary of Significant Accounting Policies of our unaudited consolidated financial statements, we provide expanded discussion of our most critical accounting policies, estimates and judgments in the Annual Report on Form 10-K for the year ended December 31, 2025. Smaller Reporting Company We are a “smaller reporting company” as defined in Regulation S-K under the Securities Act and may elect to take advantage of certain of the scaled disclosures available to smaller reporting companies.
For a discussion of the legal proceedings of the Company, see Note 10 – Commitments and Contingencies to the consolidated financial statements above.
For a discussion of the legal proceedings of the Company, see Note 10 – Commitments and Contingencies to the consolidated financial statements above.
Read original filing text →There have been no material changes to the risk factors previously disclosed under Item 1A, “Risk Factors,” of our Annual Report filed on March 31, 2026. 46
There have been no material changes to the risk factors previously disclosed under Item 1A, “Risk Factors,” of our Annual Report filed on March 31, 2026. 46
Read original filing text →