NexGen Energy (NYSE: NXE) turns Q2 profit and starts Rook I build

Rhea-AI Filing Summary

NexGen Energy Ltd., a uranium exploration and development company, reported Q2 2026 net income of $74.5 million (basic EPS $0.11) versus a loss in Q2 2025, largely driven by a non‑cash $96.5 million mark‑to‑market gain on its US‑dollar convertible debentures. For the first half of 2026 it still recorded a net loss of $81.5 million as operating, share‑based and development expenses outweighed gains in earlier periods.

Construction of the flagship Rook I uranium project advanced significantly. Canada’s nuclear regulator approved the environmental assessment and issued a Licence to Prepare Site and Construct, licence conditions were cleared by May, and licensed construction began on June 8, 2026. Exploration at the Patterson Corridor East discovery continued to expand high‑grade mineralization, and an inaugural drill program commenced on the SW3 property.

Liquidity remains strong. At June 30, 2026 NexGen held $756.2 million in cash, $214.1 million in short‑term investments and 2.7 million lbs of U₃O₈ strategic inventory carried at $341.2 million, against current liabilities of $675.4 million including $612.4 million of convertible debentures for which there is currently no obligation to cash settle. Management highlights an adjusted working‑capital surplus of $1.27 billion, providing substantial funding capacity for ongoing construction and exploration.

Positive

• Licence and start of Rook I construction – Environmental assessment approval, issuance of a Licence to Prepare Site and Construct, and commencement of licensed construction on June 8, 2026 materially advance NexGen’s flagship uranium project toward potential production.
• Robust liquidity of $1.27 billion adjusted working capital – Cash of $756.2 million, short‑term investments of $214.1 million and $341.2 million of U₃O₈ inventory together provide significant funding capacity for construction and exploration activities.

Negative

• Substantial increases in projected Rook I costs – The Interim Trend Update raised pre‑production capital from about C$1.3 billion to about C$2.2 billion and life‑of‑mine cash operating costs from C$7.58/lb to about C$13.86/lb U₃O₈, reducing forecast returns versus the 2021 feasibility study.

Filing Explained

Completed issuances raised common shares to 670,506,101 by June 30, while 7,825,000 later-granted options remain conditional.

NexGen Energy reports completed common-share issuances by June 30, 2026: 9,674,349 shares from option exercises, 471,680 shares for debenture interest, and 400,000 shares for Rook I development. These issuances increased reported common shares to 670,506,101; absent offsetting changes, issuing additional shares reduces an existing holder's percentage ownership.

The US$110 million 2023 debentures and US$250 million 2024 debentures remained outstanding as of August 4, 2026. Holders can convert them into a maximum of 16,272,189 and 23,299,161 common shares, respectively, while one-third of their 9% annual interest is payable in shares subject to required approval. Those conversion shares are conditional and were not reported as issued in this filing.

After June 30, 2026, the company granted 7,825,000 stock options with a C$13.32 exercise price and five-year term.

Key Figures

Q2 2026 net income: $74,545 H1 2026 net loss: $81,486 Cash balance: $756,173 +4 more

7 metrics

Q2 2026 net income $74,545 Net income for the three months ended June 30, 2026

H1 2026 net loss $81,486 Net loss for the six months ended June 30, 2026

Cash balance $756,173 Cash as at June 30, 2026

Short-term investments $214,080 Short-term investments as at June 30, 2026

Strategic uranium inventory 2,702,411 pounds U3O8 Strategic inventory carried at $341,150 as at June 30, 2026

Convertible debentures fair value $612,371 Fair value of 2023 and 2024 Debentures at June 30, 2026

Adjusted working capital $1,265,388 Working capital adjusted for debentures and strategic inventory at June 30, 2026

Key Terms

convertible debentures, strategic inventory, Licence to Prepare Site and Construct, Front-End Engineering Design, +1 more

5 terms

convertible debentures financial

"The 2024 Debentures are unsecured convertible debentures with a maturity date of May 29, 2029."

Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.

strategic inventory financial

"The strategic inventory is valued at the lower of cost and net realizable value of $341,150."

Licence to Prepare Site and Construct regulatory

"The CNSC approved NexGen's Environmental Assessment and issued a Licence to Prepare Site and Construct."

A licence to prepare site and construct is a formal government or regulatory permission that allows a developer to clear land, install utilities and begin building structures. For investors it signals that a project has passed key legal and safety checks so construction can start, reducing the risk of delays or added costs much like getting a city permit before renovating a home.

Front-End Engineering Design technical

"The Company is continuing with Front-End Engineering Design, procurement, and detailed engineering."

Front-end engineering design is the early, detailed planning phase of a capital project when engineers create the core blueprints, scope, and cost and schedule estimates that guide construction and procurement. For investors, it matters because a thorough front-end design reduces uncertainty about total costs, timing, and technical risks—similar to having a detailed house plan and budget before breaking ground—so it helps assess whether a project is likely to stay on time and on budget.

CHESS Depository Interests market

"An offering of Shares which was settled as CHESS Depository Interests on the ASX."

CHESS depository interests are tradable certificates on the Australian market that represent ownership of underlying foreign or non-Australian shares held by a custodian, while the actual shares remain registered overseas. They let local investors buy, sell and receive entitlements from those overseas securities as if they were domestic shares — like holding a parking pass for a car kept in another city — and matter because they simplify trading, settlement and dividend access.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did NexGen Energy (NXE) perform financially in Q2 2026?

NexGen reported Q2 2026 net income of $74.5 million, or $0.11 basic EPS, versus a loss in Q2 2025. Results were mainly driven by a $96.5 million non‑cash mark‑to‑market gain on convertible debentures; the first half of 2026 still showed a net loss.

What is NexGen Energy (NXE)'s liquidity position as of June 30, 2026?

At June 30, 2026 NexGen held $756.2 million cash, $214.1 million short‑term investments and $341.2 million of U₃O₈ strategic inventory. Current liabilities were $675.4 million, including $612.4 million of convertible debentures, supporting an adjusted working‑capital surplus of $1.27 billion.

What is the status of NexGen Energy (NXE)'s Rook I Project in 2026?

The Rook I Project received Canadian environmental assessment approval and a Licence to Prepare Site and Construct. Licence conditions needed before building were cleared on May 22, 2026, and licensed construction began on June 8, 2026, moving the project into the construction phase.

What strategic uranium inventory does NexGen Energy (NXE) hold?

NexGen owns 2,702,411 pounds of U₃O₈ as strategic inventory, carried at $341.2 million. The uranium was acquired in 2024 for US$250 million, funded through issuance of US$250 million of 9.0% unsecured convertible debentures maturing in 2029.

How much is NexGen Energy (NXE) investing in project development in 2026?

For the six months ended June 30, 2026 NexGen spent $88.6 million on exploration and evaluation assets and $54.5 million on mineral property, plant and equipment. These expenditures mainly relate to advancing the Rook I Project through detailed engineering, procurement and early construction work.

What are the key terms of NexGen Energy (NXE)'s convertible debentures?

NexGen has US$110 million 2023 Debentures maturing in 2028 and US$250 million 2024 Debentures maturing in 2029, both bearing 9.0% interest (6% cash, 3% in shares). At June 30, 2026 their combined fair value was $612.4 million, and they are convertible into common shares at fixed US‑dollar prices.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026

Commission File Number 001-38072

___________________

NexGen Energy Ltd.

(Translation of registrant's name into English)

Suite 3150, 1021 - West Hastings Street

Vancouver, B.C., Canada V6E 0C3

(Address of principal executive offices)

___________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐                    Form 40-F ☒

EXHIBIT INDEX

Exhibit	Description
99.1	Unaudited Condensed Interim Consolidated Financial Statements for the Periods Ending June 30, 2026 and 2025
99.2	Management's Discussion and Analysis for the Three and Six Months Ended June 30, 2026
99.3	Form 52-109F2 Certification of Interim Filings - Chief Executive Officer
99.4	Form 52-109F2 Certification of Interim Filings - Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEXGEN ENERGY LTD.
	(Registrant)
Date: August 4, 2026	By:	/s/ Ryan Podrasky
		Name: Ryan Podrasky
		Title:  Chief Financial Officer

Condensed Interim Consolidated Financial Statements

June 30, 2026 and 2025

(expressed in thousands of Canadian dollars) - Unaudited

NexGen Energy Ltd.

Condensed Interim Consolidated Statements of Financial Position

(expressed in thousands of Canadian Dollars) - Unaudited

	Note		June 30, 2026			December 31, 2025
Assets
Current assets
Cash		$	756,173		$	802,578
Short-term investments			214,080			321,084
Amounts receivable			3,102			2,232
Prepaid expenses and other assets			13,886			21,732
Derivative asset	13		75			-
			987,316			1,147,626
Non-current assets
Exploration and evaluation assets	5		148,784			812,270
Mineral property, plant and equipment	6		848,614			7,565
Investment in associate	7		180,707			153,845
Strategic inventory	8		341,150			341,150
Long-term derivate asset	13		144			-
Other non-current assets			21,611			10,477
Total assets		$	2,528,326		$	2,472,933
Liabilities
Current liabilities
Accounts payable and accrued liabilities		$	59,699		$	40,347
Interest payable			2,682			2,594
Lease liabilities			697			697
Derivative liability	13		-			524
Convertible debentures	9		612,371			586,214
			675,449			630,376
Non-current liabilities
Long-term derivative liability	13		-			1,609
Other non-current liabilities			8,590			8,840
Total liabilities		$	684,039		$	640,825
Equity
Share capital	10	$	2,479,708		$	2,377,951
Reserves	10		161,833			172,754
Accumulated other comprehensive deficit			(24,529	)		(27,358	)
Accumulated deficit			(772,725	)		(691,239	)
Total equity			1,844,287			1,832,108
Total liabilities and equity		$	2,528,326		$	2,472,933

Nature of operations (Note 2)

Commitments (Note 13)

Subsequent events (Note 15)

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

1

NexGen Energy Ltd. Condensed Interim Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss) (expressed in thousands of Canadian Dollars, except per share and share information) - Unaudited
	Note		Three months ended June 30,						Six months ended June 30,
			2026			2025			2026			2025
Expenses
Salaries, benefits and directors' fees		$	6,890		$	2,484		$	13,223		$	5,695
Office, administrative, and travel			7,107			4,967			14,174			11,031
Professional fees and insurance			4,542			3,152			7,201			5,921
Depreciation	6		417			530			845			1,079
Share-based payments	10(b)		8,323			3,815			16,388			7,479
			(27,279	)		(14,948	)		(51,831	)		(31,205	)
Finance income			6,862			3,505			14,520			7,590
Mark-to-market gain (loss) on convertible debentures	9		96,465			(55,661	)		(32,433	)		15,257
Interest expense on convertible debentures	9		(8,082	)		(11,661	)		(19,191	)		(23,285	)
Interest on lease liabilities and accretion expense			(120	)		(63	)		(243	)		(79	)
Share of net income (loss) from associate	7		(1,937	)		(572	)		(2,417	)		1,089
Gain (loss) on dilution of ownership interest in associate	7		6,073			(4	)		6,033			(7,960	)
Impairment loss on investment in associate	7		-			-			-			(81,009	)
Mark-to-market gain (loss) on derivative instruments	13		1,233			(2,993	)		2,351			(3,024	)
Foreign exchange gain (loss)			(45	)		(1,988	)		32			(2,043	)
Income (loss) before taxes			73,170			(84,385	)		(83,179	)		(124,669	)
Deferred income tax recovery (expense)			1,375			(2,308	)		1,693			(12,959	)
Net income (loss)			74,545			(86,693	)		(81,486	)		(137,628	)
Items that may not be reclassified subsequently to profit or loss:
Change in fair value of convertible debenture attributable to the change in credit risk	9		5,090			(8,547	)		6,276			(47,994	)
Deferred income tax recovery (expense)			(1,375	)		2,308			(1,693	)		12,959
Share of other comprehensive loss from associate	7		(575	)		(1,805	)		(1,754	)		(3,363	)
Net comprehensive income (loss)		$	77,685		$	(94,737	)	$	(78,657	)	$	(176,026	)
Earnings (loss) per share	14
Basic earnings (loss) per share		$	0.11		$	(0.14	)	$	(0.12	)	$	(0.23	)
Diluted loss per share		$	(0.02	)	$	(0.14	)	$	(0.12	)	$	(0.23	)
Weighted average common shares outstanding	14
Basic			665,698,655			570,022,148			663,232,253			569,559,568
Diluted			705,270,006			570,022,148			663,232,253			569,559,568

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

2

NexGen Energy Ltd. Condensed Interim Consolidated Statements of Cash Flows (expressed in thousands of Canadian dollars) - Unaudited
	Note		Three months ended June 30,						Six months ended June 30,
			2026			2025			2026			2025
Net income (loss) for the period:		$	74,545		$	(86,693	)	$	(81,486	)	$	(137,628	)
Adjust for:
Depreciation	6		417			530			845			1,079
Share-based payments	10(b)		8,323			3,815			16,388			7,479
Mark-to-market (gain) loss on convertible debentures	9		(96,465	)		55,661			32,433			(15,257	)
Interest expense on convertible debentures	9		8,082			11,661			19,191			23,285
Interest on lease liabilities and accretion expense			120			63			243			79
Share of net (income) loss from associate	7		1,937			572			2,417			(1,089	)
(Gain) loss on dilution of ownership interest in associate	7		(6,073	)		4			(6,033	)		7,960
Impairment loss on investment in associate	7		-			-			-			81,009
Mark-to-market (gain) loss on derivative instruments	13		(1,233	)		2,993			(2,351	)		3,024
Deferred income tax (recovery) expense			(1,375	)		2,308			(1,693	)		12,959
Unrealized foreign exchange (gain) loss			(188	)		1,690			(346	)		1,724
Finance income			(1,165	)		-			(2,996	)		-
Operating cash flows before working capital			(13,075	)		(7,396	)		(23,388	)		(15,376	)
Changes in working capital items:
Amounts receivable			(990	)		(33	)		(871	)		748
Prepaid expenses and other			1,264			1,144			3,298			2,631
Accounts payable and accrued liabilities			2,793			(4,642	)		448			(73	)
Cash used in operating activities		$	(10,008	)	$	(10,927	)	$	(20,513	)	$	(12,070	)
Expenditures on exploration and evaluation assets	5		(36,811	)		(25,590	)		(88,562	)		(53,657	)
Expenditures on mineral property, plant and equipment	6		(30,660	)		-			(54,548	)		-
Advances for mineral property, plant and equipment			(6,584	)		(316	)		(12,000	)		(316	)
Interest capitalized to mineral properties, plant and    equipment	6		(867	)		-			(867	)		-
Acquisition of short-term investments			-			-			(40,000	)		-
Proceeds from redemption of short-term investments			150,000			-			150,000			-
Investment in IsoEnergy	7		-			(12,000	)		(25,000	)		(18,250	)
Cash provided by (used in) investing activities		$	75,078		$	(37,906	)	$	(70,977	)	$	(72,223	)
Proceeds from exercise of stock options	10(a)		49,856			4,268			59,318			4,825
Restricted cash	13		-			(1,018	)		-			(7,852	)
Payment of lease liabilities			(247	)		(262	)		(494	)		(522	)
Interest paid on convertible debentures	9		(14,194	)		(14,780	)		(14,194	)		(14,780	)
Cash provided by (used in) financing activities		$	35,415		$	(11,792	)	$	44,630		$	(18,329	)
Effect of exchange rates on cash and cash equivalents			251			(2,459	)		455			(2,409	)
Increase (decrease) in cash		$	100,736		$	(63,084	)	$	(46,405	)	$	(105,031	)
Cash, beginning of period			655,437			434,640			802,578			476,587
Increase (decrease) in cash			100,736			(63,084	)		(46,405	)		(105,031	)
Cash, end of period		$	756,173		$	371,556		$	756,173		$	371,556

Supplemental cash flow information (Note 11)

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

3

NexGen Energy Ltd.
Condensed Interim Consolidated Statements of Changes in Equity
(expressed in thousands of Canadian dollars, except share information) - Unaudited

			Share Capital
			Common Shares
	Note		Number			Amount			Reserves			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total
Balance at December 31, 2024			569,088,514		$	1,405,968		$	142,619		$	12,017		$	(381,563	)	$	1,179,041
Share-based payments	10(b)		-			-			10,169			-			-			10,169
Shares issued on exercise of stock options	10(b)		1,030,000			7,389			(2,564	)		-			-			4,825
Shares issued for convertible debenture interest payments	9		906,785			7,880			-			-			-			7,880
Net loss			-			-			-			-			(137,628	)		(137,628	)
Other comprehensive income			-			-			-			(38,398	)		-			(38,398	)
Balance at June 30, 2025			571,025,299		$	1,421,237		$	150,224		$	(26,381	)	$	(519,191	)	$	1,025,889
Balance at December 31, 2025			659,960,072		$	2,377,951		$	172,754		$	(27,358	)	$	(691,239	)	$	1,832,108
Share-based payments	10(b)		-			-			19,656			-			-			19,656
Shares issued on exercise of stock options	10(b)		9,674,349			89,895			(30,577	)		-			-			59,318
Shares issued for convertible debenture interest payments	9		471,680			6,094			-			-			-			6,094
Shares issued related to Rook I Project development	10		400,000			5,768			-			-			-			5,768
Net loss			-			-			-			-			(81,466	)		(81,486	)
Other comprehensive income			-			-			-			2,829			-			2,829
Balance at June 30, 2026			670,506,101		$	2,479,708		$	161,833		$	(24,529	)	$	(772,725	)	$	1,844,287

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

4

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

1. REPORTING ENTITY

NexGen Energy Ltd. ("NexGen" or the "Company") is an exploration and development stage entity engaged in the acquisition, exploration and evaluation and development of uranium properties in Canada. The Company was incorporated pursuant to the provisions of the British Columbia Business Corporations Act on March 8, 2011. The Company's registered records office is located on the 25th Floor, 700 West Georgia Street, Vancouver, B.C., V7Y 1B3.

The Company is listed on the Toronto Stock Exchange (the "TSX") under the symbol "NXE" and is a reporting issuer in each of the provinces and territories of Canada. On July 2, 2021, the Company commenced trading on the Australian Stock Exchange (the "ASX") under the symbol "NXG". On March 4, 2022, the Company up-listed from the NYSE American exchange (the "NYSE American") and began trading on the New York Stock Exchange ("NYSE") under the symbol "NXE".

The Company holds an investment in IsoEnergy Ltd. ("IsoEnergy") which is engaged in the acquisition, exploration and development of uranium properties in Canada, the United States of America and Australia. The Company owns approximately 27.8% of IsoEnergy's outstanding common shares as of June 30, 2026 (December 31, 2025 - 30.0%) and accounts for its investment using the equity method of accounting. IsoEnergy's shares are traded on the TSX and the NYSE American.

2. NATURE OF OPERATIONS

As an exploration and development stage company, the Company does not have revenues and historically has had recurring operating losses. As at June 30, 2026, the Company had an accumulated deficit of $772,725, working capital surplus of $311,867 including the convertible debentures, and $756,173 of cash. On October 15, 2025, the Company completed an equity financing with gross proceeds of approximately $948.6 million (Note 10), and although the Company will be required to obtain additional funding to continue with the exploration and development of its mineral properties, including the Rook I Project ("Project") for which a licence to prepare the site and commence construction was issued on March 5, 2026, the Company has sufficient working capital excluding the convertible debentures (for which there is no obligation to cash settle in the next fifteen months) to meet its current obligations for at least the next fifteen months.

The business of exploring for minerals and development of projects involves a high degree of risk. NexGen is an exploration and development company and is subject to risks and challenges similar to companies at a comparable stage. These risks include, but are not limited to, development and operational risks inherent in development stage mining projects; uncertainties in the exploration for mineral resources; changes in government policies and regulations; the ability to obtain the necessary environmental permits or, alternatively, NexGen's ability to dispose of its exploration and evaluation assets on an advantageous basis; global economic and uranium price volatility; and the challenges of securing adequate capital, all of which are uncertain.

3. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES

a) Basis of Presentation

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). Certain disclosures required by IFRS Accounting Standards have been condensed or omitted in the following note disclosures as they are disclosed or have been disclosed on an annual basis only. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2025 and 2024 ("Annual Financial Statements"), which have been prepared in accordance with IFRS Accounting Standards. These condensed interim consolidated financial statements follow the same accounting policies and methods of application as the Annual Financial Statements except for assets under construction and borrowing costs (Note 3b)).

On August 4, 2026, the Board of Directors authorized these financial statements for issuance.

5

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

b) Adoption of material accounting policies

Assets under Construction

Assets under construction include the costs of the construction of mining and processing facilities, along with borrowing costs capitalized during construction, on a mineral property for which technical feasibility and commercial viability have been demonstrated, after the relevant exploration and evaluation asset has been tested for impairment. Upon completion of the impairment test, management concluded that no impairment charge was required for the Project (Note 4).

Assets under construction are not considered to be available for use and are, therefore, not subject to depreciation. When an asset becomes available for use, its cost is transferred from assets under construction to mineral properties or property, plant and equipment, as appropriate.

Borrowing Costs

Borrowing costs attributable to the construction of qualifying assets, which take a substantial period of time to make ready for their intended use, are added to the cost of the assets until such time as the assets are substantially complete and ready for their intended use. The amount of borrowing costs capitalized cannot exceed the actual amount of borrowing costs incurred in a period. All other borrowing costs are expensed in the period in which they are incurred.

Adoption of new accounting standards

In May 2024, the International Accounting standards Board (the "IASB") issued Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7. These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance - linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.

The amendments are effective for annual periods beginning on or after January 1, 2026. For financial liabilities settled in cash using an electronic payment system, the Company has elected to deem these financial liabilities to be discharged before the settlement date. The amendments have not had a significant impact on the Company's financial statements.

4. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS IN ACCOUNTING POLICIES

Determination of commercial viability and technical feasibility of the Project

The application of the Company's accounting policy for exploration and evaluation assets required judgment to determine when commercial viability and technical feasibility of the Project was established. The Company considered the positive economics demonstrated in the feasibility study, its current capital, and the receipt of the licence to prepare the site and commence construction in March 2026, and concluded that commercial viability and technical feasibility of the Project had been demonstrated as of March 2026. At this time, the capitalized exploration and evaluation costs for the Project were assessed for impairment and reclassified to Assets under Construction within mineral property, plant and equipment.

When non-current assets are transitioned from exploration and evaluation assets to mineral property, plant and equipment, management completes an impairment test as required by IFRS Accounting Standards. For the purposes of assessing impairment, the Project was considered a single cash-generating unit. The impairment test compares the carrying amount of the assets and liabilities in the cash generating unit to their recoverable amount. Management estimated the recoverable amount based on the fair value less costs of disposal using a discounted cash flow model. Calculating the fair value less cost of disposal requires management to make estimates and assumptions with respect to quantities of ore reserves and resources, metallurgical recovery, future uranium prices, future production and sales volumes, the expected future operating, capital and reclamation costs and discount rate. Upon completion of the impairment test, management concluded that no impairment charge was required for the Project.

6

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

Impairment of mineral property, plant and equipment

At the end of each reporting period, the Company assesses whether there are indicators of impairment that give rise to the requirement to conduct an impairment test. Internal and external factors such as significant changes in the use of the asset, legal and permitting factors, future prices, operating and capital cost forecasts, quantities of mineral reserves and resources are used by management in determining whether there are any indicators.

Assessment of impairment reversal indicators of Investment in Associate

Judgment is required in assessing whether certain factors would be considered an indicator of impairment reversal. We consider both internal and external information to determine whether there is an indicator of impairment reversal present and, accordingly, whether testing over the recoverable amount is required. The assessment is based on the review of observable data indicating whether one or more events have occurred since the impairment was taken that have impacted the estimated future cash flows from the net investment and can be reliably estimated. The observable data includes, but is not limited to recent share price history indicating a significant or prolonged recovery in the share price of the associate.

5. EXPLORATION AND EVALUATION ASSETS

		SW2 (Previously Rook I)			Other Athabasca Basin Properties			Total
Deferred exploration and acquisition costs
Balance at December 31, 2025	$	786,099		$	26,171		$	812,270
Additions:
Camp and infrastructure		3,700			-			3,700
General exploration and drilling		15,275			987			16,262
Environmental, permitting, and engagement		5,112			-			5,112
Technical, engineering and design		21,765			-			21,765
Acquisition and other costs		616			-			616
Labour and wages		9,327			-			9,327
Share-based payments (Note 10(b))		1,341			-			1,341
Total Additions		57,136			987			58,123
Transfer to Mineral Property, Plant and Equipment		(721,609	)		-			(721,609	)
Balance at June 30, 2026	$	121,626		$	27,158		$	148,784
		Rook I			Other Athabasca Basin Properties			Total
Deferred exploration and acquisition costs
Balance at December 31, 2024	$	559,428		$	25,461		$	584,889
Additions:
Camp and infrastructure		25,015			-			25,015
General exploration and drilling		31,059			-			31,059
Environmental, permitting, and engagement		17,486			-			17,486
Technical, engineering and design		87,346			-			87,346
Acquisition and other costs		16,578			710			17,288
Labour and wages		33,933			-			33,933
Share-based payments (Note 10(b))		9,889			-			9,889
Asset retirement obligation assets		5,365			-			5,365
Total Additions		226,671			710			227,381
Balance at December 31, 2025	$	786,099		$	26,171		$	812,270

7

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

In March 2026, the Company received the licence to prepare the site and commence construction at which point the Project was determined to be commercially viable and technically feasible. At that time, the capitalized exploration and evaluation costs for the Project were assessed for impairment and transferred to Asset under Construction within mineral property, plant and equipment. No impairment charge was required for the Project. SW2 represents the remaining exploration and evaluation assets under the Rook I property.

6. MINERAL PROPERTY, PLANT AND EQUIPMENT

		Asset under Construction			Machinery and Equipment			Computer Equipment and Software			Other			Total
Cost
As at December 31, 2024	$	-		$	10,316		$	2,231		$	6,144		$	18,691
Additions		-			437			67			3,907			4,411
As at December 31, 2025	$	-		$	10,753		$	2,298		$	10,051		$	23,102
Additions		118,528			-			66			-			118,594
Capitalized interest		1,691			-			-			-			1,691
Transfer from Exploration and Evaluation Assets		721,609			-			-			-			721,609
Balance at June 30, 2026	$	841,828		$	10,753		$	2,364		$	10,051		$	864,996
Accumulated Depreciation
As at December 31, 2024	$	-		$	6,226		$	1,977		$	5,134		$	13,337
Depreciation		-			1,033			157			1,010			2,200
As at December 31, 2025	$	-		$	7,259		$	2,134		$	6,144		$	15,537
Depreciation		-			387			62			396			845
Balance at June 30, 2026	$	-		$	7,646		$	2,196		$	6,540		$	16,382
Net book value at December 31, 2025	$	-		$	3,494		$	164		$	3,907		$	7,565
Net book value at June 30, 2026	$	841,828		$	3,107		$	168		$	3,511		$	848,614

7. INVESTMENT IN ASSOCIATE

Balance at December 31, 2024	$	229,594
Loss on dilution of ownership interest in associate		(11,481	)
Share of net loss from associate		(279	)
Share of other comprehensive loss from associate		(1,230	)
Acquisition of additional investment in associate		18,250
Impairment loss		(81,009	)
Balance at December 31, 2025	$	153,845
Gain on dilution of ownership interest in associate		6,033
Share of net loss from associate		(2,417	)
Share of other comprehensive loss from associate		(1,754	)
Acquisition of additional investment in associate		25,000
Balance at June 30, 2026	$	180,707
Fair value of investment in associate as at June 30, 2026	$	256,576

8

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

The fair value of the investment in associate as at June 30, 2026 is measured using the closing market price of IsoEnergy on June 30, 2026.

Summarized financial information for IsoEnergy is as follows:

		June 30, 2026			December 31, 2025
Cash	$	122,866		$	62,906
Other current assets		3,478			2,659
Marketable securities		42,950			53,452
Non-current assets		393,237			297,941
Total assets	$	562,531		$	416,958
Current liabilities		16,591			12,399
Non-current liabilities		3,695			3,133
Total liabilities	$	20,286		$	15,532
		Six months ended June 30, 2026			Six months ended June 30, 2025
Net income (loss)	$	(8,193	)	$	3,218
Other comprehensive loss		(6,108	)		(10,937	)
Total comprehensive loss	$	(14,301	)	$	(7,719	)

8. STRATEGIC INVENTORY

On May 28, 2024, the Company closed an agreement to purchase 2,702,411 pounds of natural uranium concentrate ("U₃O₈") for an aggregate purchase price of $341,150 (US$250 million), which was satisfied through the issuance of US$250 million aggregate principal amount of five year, 9.0% per annum (6% payable in cash, 3% payable in common shares of the Company) unsecured convertible debentures (the "2024 Debentures") (Note 9). The strategic inventory is valued at the lower of cost and net realizable value of $341,150 as at June 30, 2026.

9. CONVERTIBLE DEBENTURES

		2024 Debentures			2023 Debentures			Total
Fair value at December 31, 2024	$	297,713		$	158,070		$	455,783
Change in fair value included in net loss		45,510			32,668			78,178
Change in fair value included in other comprehensive loss		38,838			13,415			52,253
Fair value at December 31, 2025	$	382,061		$	204,153		$	586,214
Change in fair value included in net loss		12,533			19,900			32,433
Change in fair value included in other comprehensive loss		(5,781	)		(495	)		(6,276	)
Fair Value at June 30, 2026	$	388,813		$	223,558		$	612,371

As at June 30, 2026, $2,682 of accrued interest relating to the 2023 Debentures and 2024 Debentures is included in accounts payable and accrued liabilities (December 31, 2025 - $2,594).

9

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

2023 Debentures

On September 22, 2023, the Company entered into a US$110 million private placement of unsecured convertible debentures (the "2023 Debentures") with a maturity date of September 22, 2028. The Company received gross proceeds of $148,145 (US$110 million) and paid a 3% establishment fee of $4,443 (US$3,300) through the issuance of 634,615 common shares to the debenture holders. The fair value of the 2023 Debentures on issuance date was determined to be $143,702 (US$106,700).

The 2023 Debentures bear interest at a rate of 9% per annum, payable semi-annually in US dollars on June 10 and December 10 in each year. Two thirds of the interest (equal to 6% per annum) is payable in cash and one third of the interest (equal to 3% per annum) is payable, subject to any required regulatory approval, in common shares of the Company, using the volume-weighted average trading price ("VWAP") of the common shares on the NYSE for the 20 consecutive trading days ending three trading days preceding the date on which such interest payment is due. The 2023 Debentures are convertible at any time into common shares of the Company at the option of the debenture holders, at a conversion price of US$6.76 into a maximum of 16,272,189 common shares of the Company. The Company will be entitled, on or after the third anniversary of the issuance of the 2023 Debentures, at any time the 20-day volume-weighted average trading price of the Company's Shares on the TSX exceeds 130% of the conversion price, to redeem, prior to maturity, the 2023 Debentures at par plus accrued and unpaid interest. As at August 4, 2026, US$110 million of the principal of the 2023 Debentures remain outstanding.

The 2023 Debentures were valued using a convertible bond pricing model based on a system of two coupled Black-Scholes equations where the debt and equity components are separately valued based on different default risks and assumptions. The inputs used in the pricing model as at June 30, 2026 and December 31, 2025 are as follows:

		June 30, 2026			December 31, 2025
Volatility		45.00%			43.00%
Expected life		2.2 years			2.7 years
Risk free interest rate		3.99%			3.32%
Expected dividend yield		0%			0%
Credit spread		17.66%			15.66%
Underlying share price of the Company		US$9.39			US$9.20
Conversion exercise price		US$6.76			US$6.76
Exchange rate (C$:US$)	$	0.7048		$	0.7287

2024 Debentures

On May 28, 2024, the Company closed an agreement to purchase 2,702,411 pounds of U₃O₈ (Note 8) for an aggregate purchase price of US$250 million, which was satisfied through the issuance of US$250 million of unsecured convertible debentures (the "2024 Debentures") with a maturity date of May 29, 2029. The Company paid a 3% establishment fee of $10,235 (US$7,500) to the debenture holders through the issuance of 909,090 common shares. The fair value of the 2024 Debentures on issuance date was determined to be $330,916 (US$242,500).

The 2024 Debentures bear interest at a rate of 9% per annum, payable semi-annually in US dollars on June 10 and December 10 in each year. Two thirds of the interest (equal to 6% per annum) is payable in cash and one third of the interest (equal to 3% per annum) is payable, subject to any required regulatory approval, in common shares of the Company, using the VWAP of the common shares on the NYSE for the 20 consecutive trading days ending three trading days preceding the date on which such interest payment is due. The 2024 Debentures are convertible at any time into common shares of the Company at the option of the debenture holders, at a conversion price of US$10.73 into a maximum of 23,299,161 common shares of the Company. The Company will be entitled, on or after the third anniversary of the issuance of the 2024 Debentures, at any time the 20-day volume-weighted average trading price of the Company's Shares on the NYSE exceeds 130% of the conversion price, to redeem, prior to maturity, the 2024 Debentures at par plus accrued and unpaid interest. As at August 4, 2026, US$250 million of the principal of the 2024 Debentures remain outstanding.

10

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

The 2024 Debentures were valued using a convertible bond pricing model based on a system of two coupled Black-Scholes equations where the debt and equity components are separately valued based on different default risks and assumptions. The inputs used in the pricing model as at June 30, 2026 and December 31, 2025 are as follows:

		June 30, 2026			December 31, 2025
Volatility		45.00%			43.00%
Expected life		2.9 years			3.4 years
Risk free interest rate		3.95%			3.35%
Expected dividend yield		0%			0%
Credit spread		17.55%			15.64%
Underlying share price of the Company		US$9.39			US$9.20
Conversion exercise price		US$10.73			US$10.73
Exchange rate (C$:US$)	$	0.7048		$	0.7287

10. SHARE CAPITAL

(a) Authorized capital

Share issuances for the six months ended June 30, 2026:

During the six months ended June 30, 2026, the Company issued 9,674,349 shares on the exercise of stock options for gross proceeds of $59,318 (Note 10(b)), at a weighted average share price during the period of $16.21. As a result of the exercises, $30,577 was reclassified from reserves to share capital.

On June 10, 2026, the Company issued 471,680 shares relating to the interest payment on the 2023 Debentures and 2024 Debentures at a fair value of $6,094 (Note 9).

On March 30, 2026 and June 29, 2026, the Company issued an aggregate of 400,000 common shares to arm's length parties to advance the development of the Rook I Project at a fair value of $5,768.

Share issuances for the year ended December 31, 2025:

During the year ended December 31, 2025, the Company issued 10,415,004 shares on the exercise of stock options for gross proceeds of $34,703 (Note 10(b)), out of which 100,000 shares were issued during the three months ended March 31, 2025 for gross proceeds of $557. As a result of the exercises, $306 and $17,976 was reclassified from reserves to share capital, for the three months ended March 31, 2025 and year ended December 31, 2025, respectively.

On October 15, 2025, the Company closed a global offering comprising of 33,112,583 common shares sold on a bought deal basis at a price of $12.08 per share and a concurrent offering of 45,801,527 common shares which was settled as CHESS Depository Interests ("CDIs") on the ASX at a price of A$13.10 per share, for gross proceeds of approximately $948.6 million and incurred transaction costs of $41.9 million and other fees of approximately $3.9 million.

On June 10, 2025, the Company issued 906,785 shares relating to the interest payment on the 2023 Debentures and 2024 Debentures at a fair value of $7,880 (Note 9).

On December 10, 2025, the Company issued 635,659 shares relating to the interest payment on the 2023 Debentures and 2024 Debentures at a fair value of $8,181 (Note 9).

(b) Share options

Pursuant to the Company's shareholder approved stock option plan, directors may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Company, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company.

11

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

The options can be granted for a maximum term of 10 years and are subject to vesting provisions as determined by the Board of Directors of the Company.

A summary of the changes in the share options is presented below:

		Options outstanding			Weighted average exercise price (C$)
As at December 31, 2024		48,616,795		$	6.09
Granted		11,964,167			11.74
Exercised		(10,415,004	)		3.33
Expired		(201,668	)		8.03
Forfeited		(436,665	)		8.13
As at December 31, 2025		49,527,625		$	8.01
Exercised		(9,674,349	)		6.13
Expired		(14,000	)		11.72
Forfeited		(221,114	)		12.27
At June 30, 2026 - Outstanding		39,618,162		$	8.44
At June 30, 2026 - Exercisable		30,014,169		$	7.54

Share-based payments for options vested for the three and six months ended June 30, 2026 amounted to $9,966 and $19,656, respectively (three and six months ended June 30, 2025 - $5,066 and $10,169, respectively) of which $8,323 and $16,388, respectively (three and six months ended June 30, 2025 - $3,815 and $7,479, respectively) was expensed to the statement of net income (loss) and comprehensive income (loss) and $1,643 and $3,268, respectively (three and six months ended June 30, 2025 - $1,251 and $2,690, respectively) was capitalized to exploration and evaluation assets and mineral property, plant and equipment (Note 11).

11. SUPPLEMENTAL CASH FLOW INFORMATION

The Company did not have any cash equivalents as at June 30, 2026 and December 31, 2025.

Schedule of non-cash investing and financing activities:

		Three months ended June 30,						Six months ended June 30,
		2026			2025			2026			2025
Capitalized share-based payments	$	1,643		$	1,251		$	3,268		$	2,690
Mineral property, plant and equipment and exploration and evaluation asset expenditures included in accounts payable and accrued liabilities		27,329			980			19,210			(762	)
Interest included in accounts payable and accrued liabilities		(11,220	)		(11,755	)		88			(132	)
Shares issued for Rook I Project development		2,756			-			5,768			-
Shares issued for capitalized interest		434			-			434			-

12. RELATED PARTY TRANSACTIONS

The remuneration of key management which includes directors and management personnel responsible for planning, directing, and controlling the activities of the Company during the period was as follows:

		Three months ended June 30,						Six months ended June 30,
		2026			2025			2026			2025
Short-term compensation(1)	$	4,446		$	770		$	8,850		$	1,550
Share-based payments(2)		7,590			3,369			15,118			6,686
Consulting fees(3)		32			32			65			65
	$	12,068		$	4,171		$	24,033		$	8,301

12

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

⁽¹⁾ Short-term compensation to key management personnel for the three and six months ended June 30, 2026 amounted to $4,446 and $8,850 (2025 - $770 and $1,550) of which $4,341 and $8,640 (2025 - $670 and $1,349) was expensed and included in salaries, benefits, and directors' fees on the statement of net income (loss) and comprehensive income (loss) and $105 and $210 (2025 - $100 and $201) was capitalized to mineral property, plant and equipment.

⁽²⁾ Share-based payments to key management personnel for the three and six months ended June 30, 2026 amounted to $7,590 and $15,118 (2025 - $3,369 and $6,686) of which $7,518 and $14,975 (2025 - $3,204 and $6,358) was expensed and $72 and $143 (2025 - $165 and $328) was capitalized to mineral property, plant and equipment.

⁽³⁾ The Company used consulting services from a company associated with one of its directors in relation to advice on corporate matters for the three and six months ended June 30, 2026 amounting to $32 and $65 (2025 - $32 and $65).

The Company received rental income for shared office space from an associate for the three and six months ended June 30, 2026 of $nil and $nil (2025 - $nil and $6).

On February 28, 2025, the Company participated in IsoEnergy's non-brokered private placement with the purchase of 2.5 million common shares at a price of $2.50 per share for total consideration of $6,250. On June 24, 2025, the Company participated in IsoEnergy's bought deal financing by purchasing 1.2 million common shares at a price of $10.00 per share for total consideration of $12,000 (Note 7). On March 20, 2025, IsoEnergy completed a 1-for-4 common share consolidation.

On January 27, 2026, the Company participated in IsoEnergy's non-brokered private placement with the purchase of 1,666,667 common shares at a price of $15.00 per share for total consideration of $25,000 (Note 7).

As at June 30, 2026, there was $22 (December 31, 2025 - $43) included in accounts payable and accrued liabilities owing to a director of the Company for consulting services.

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company's financial instruments consist of cash, short-term investments, amounts receivable, lease receivable, accounts payable and accrued liabilities, derivatives and convertible debentures.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values.

The three levels of the fair value hierarchy are:

• Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

• Level 3 - inputs that are not based on observable market data.

The Company's cash, short-term investments, amounts receivable, accounts payable and accrued liabilities, and lease receivable are classified as Level 1 as the fair values of the Company's cash, short-term investments, amounts receivable, and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature and the lease receivable's fair value is equal to its carrying value.

The convertible debentures are re-measured at fair value at each reporting date with any change in fair value recognized in the consolidated statement of net income (loss) with the exception that under IFRS 9, the change in fair value that is attributable to change in credit risk is presented in other comprehensive income (loss) (Note 9). The convertible debentures are classified as Level 2.

The derivatives consist of foreign currency contracts and are measured using a market approach, based on the difference between contracted foreign exchange rates and quoted forward exchange rates as of the reporting date. As of June 30, 2026, restricted cash of $5,250 in respect of open foreign exchange contracts is included in other non-current assets (refer to "Foreign Currency Risk" below). The foreign currency derivatives are classified as Level 2.

13

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

Financial Risk

The Company is exposed to varying degrees of a variety of financial instrument-related risks. The Board approves and monitors the risk management processes, controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments potentially subject to credit risk are cash, short-term investments, amounts receivable, lease receivable, restricted cash, and deposits. The Company holds cash, short-term investments and restricted cash with large Canadian financial institutions. The Company's amounts receivable consists of input tax credits receivable from the Government of Canada. The lease receivable is secured by the leased equipment. Accordingly, the Company does not believe it is subject to significant credit risk.

The Company's maximum exposure to credit risk is as follows:

		June 30, 2026			December 31, 2025
Cash	$	756,173		$	802,578
Short-term investments		214,080			321,084
Accounts receivable		3,102			2,232
Lease receivable		2,733			2,989
Restricted cash		5,250			8,000
Deposits		2,653			-
	$	983,991		$	1,136,883

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet short-term obligations. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2026, NexGen had cash of $756,173 to settle current liabilities of $675,449 including the convertible debentures.

The Company's significant undiscounted commitments at June 30, 2026 are as follows (the convertible debentures are classified as a current liability, however there is no obligation to cash settle these in the next twelve months):

		Less than 1 year			1 to 3 years			4 to 5 years			Over 5 years			Total
Accounts payable and accrued liabilities	$	59,699		$	-		$	-		$	-		$	59,699
Interest payable		2,682			-			-			-			2,682
Convertible debentures (Note 9)		612,371			-			-			-			612,371
Lease liabilities		1,444			3,079			1,327			885			6,735
	$	676,196		$	3,079		$	1,327		$	885		$	681,487

In connection with future decommissioning and reclamation costs, the Company has provided financial assurances of $15,472 in the form of surety bonds to satisfy current regulatory requirements.

Foreign Currency Risk

The functional currency of the Company and its subsidiaries is the Canadian dollar. The Company is affected by currency transaction risk and currency translation risk. Consequently, fluctuations of the Canadian dollar in relation to other currencies impact the fair value of financial assets, liabilities and operating results. Financial assets and liabilities subject to currency translation risk primarily include US dollar denominated cash, US dollar accounts payable and the convertible debentures. The Company maintains Canadian and US dollar bank accounts in Canada.

14

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

The Company is exposed to foreign exchange risk on its US dollar denominated convertible debentures. At maturity, the aggregate US$360 million principal amount of the convertible debentures is due in full, and prior to maturity, at a premium upon the occurrence of certain events.  On January 22, 2025, the Company entered a USD/CAD forward contract to hedge the balance of the foreign currency risk associated with the US dollar interest payments on the convertible debentures due to maturity. The forward contract has a notional amount of approximately $82.5 million (US$60 million), at an average rate of 1.3851, all of which will be settled in the next 1 to 3 years. The fair value of the forward contract is an asset of $219 as at June 30, 2026.

As at June 30, 2026, the Company's US dollar net financial liabilities were US$430,028. Thus a 10% change in the Canadian dollar versus the US dollar exchange rates would give rise to a $61,017 change in net income (loss) and comprehensive income (loss).

While the Company's strategic inventory is not a financial instrument, the prices of uranium are quoted in US dollars and routinely traded in US dollars, and fluctuations in the Canadian dollar relative to the US dollar can significantly impact the valuation of the Company's physical uranium in Canadian dollars.

Equity and Commodity Price Risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Accordingly, significant movements in share price may affect the valuation of the convertible debentures which may adversely impact the Company's earnings.

Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatility. Future declines in commodity prices may impact the valuation of long-lived assets. The Company closely monitors commodity prices of uranium, individual equity movements, and the stock market to determine the appropriate course of action, if any, to be taken by the Company.

Interest Rate Risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company's cash balances as of June 30, 2026. The Company manages interest rate risk by maintaining an investment policy for short-term investments. This policy focuses primarily on preservation of capital and liquidity. The Company monitors the investments it makes and is satisfied with the credit rating of its banks. The convertible debentures in an aggregate principal amount of US$360 million, carry fixed interest rates of 9.0% per annum and are not subject to interest rate fluctuations.

15

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

14. EARNINGS (LOSS) PER SHARE

Basic net earnings (loss) per share provides a measure of the interests of each ordinary common share in the Company's performance over the period. Diluted net earnings (loss) per share adjusts basic net income (loss) per share for the effect of all dilutive potential common shares.

		Three months ended June 30,						Six months ended June 30,
		2026			2025			2026			2025
Net income (loss)	$	74,545		$	(86,693	)	$	(81,486	)	$	(137,628	)
Mark-to-market gain (loss) on convertible debentures		(96,465	)		-			-			-
Interest expense on convertible debentures		8,082			-			-			-
Diluted net income (loss)	$	(13,838	)	$	(86,693	)	$	(81,486	)	$	(137,628	)
Basic weighted average number of shares outstanding		665,698,655			570,022,148			663,232,253			569,559,568
Effect of dilutive securities:
Effect of conversion of 2023 and 2024 Debentures		39,571,351			-			-			-
Diluted weighted average number of shares outstanding		705,270,006			570,022,148			663,232,253			569,559,568

15. SUBSEQUENT EVENTS

Subsequent to June 30, 2026, the Company granted 7,825,000 stock options with an exercise price of $13.32 and expire five years from the grant date.

16

Management's Discussion and Analysis

For the three and six months ended June 30, 2026

(expressed in thousands of Canadian dollars, except as noted)

CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS	3
BUSINESS OVERVIEW	5
Q2 2026 AND YEAR-TO-DATE 2026 HIGHLIGHTS	5
ROOK I PROJECT OVERVIEW	6
OPERATIONS OUTLOOK	9
HEALTH, SAFETY, AND ENVIRONMENT	9
FINANCIAL RESULTS	10
Financial Position Summary	13
Liquidity and Capital Resources	13
Change in Cash Position	15
Capital Management	15
Contractual Obligations and Commitments	15
Summary of Quarterly Results	16
Related Party Transactions	16
Outstanding Share Data	17
Outstanding Convertible Debentures	17
OFF-BALANCE SHEET ARRANGEMENTS	18
SEGMENT INFORMATION	18
ACCOUNTING POLICY OVERVIEW	18
Critical Accounting Policies and Judgments	18
Key Sources of Estimation Uncertainty	19
Changes in Accounting Policies including Initial Adoption	19
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT	19
Risk Factors	20
Financial Risks	20
Other Risk Factors	21
DISCLOSURE CONTROLS AND INTERNAL CONTROL OVER FINANCIAL REPORTING	28
Disclosure Controls and Procedures	28
Changes in Internal Controls	28
Limitations of Controls and Procedures	28
TECHNICAL DISCLOSURE	28
APPROVAL	29

1

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

This Management's Discussion and Analysis ("MD&A") was prepared as of August 4, 2026 and provides an analysis of the financial and operating results of NexGen Energy Ltd. ("NexGen" or the "Company") for the three and six months ended June 30, 2026. Additional information regarding NexGen, including its Annual Information Form for the year ended December 31, 2025, as well as other information filed with the Canadian, US, and Australian securities regulatory authorities, is available under the Company's profile on SEDAR+ at www.sedarplus.ca, on the Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system at www.sec.gov, and on the website of the Australian Securities Exchange ("ASX") at www.asx.com.au. All monetary amounts are in thousands of Canadian dollars unless otherwise specified.

The following discussion and analysis of the financial condition and results of operations of NexGen should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2026 and June 30, 2025 (the "Interim Statements"), as well as the audited consolidated financial statements for the years ended December 31, 2025 and December 31, 2024 (the "Annual Financial Statements") and the related notes, which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").

Management is responsible for the Interim Statements and this MD&A. The Audit Committee of the Company's Board of Directors (the "Board") reviews and recommends for approval to the Board, who then review and approve, the Interim Statements and this MD&A. This MD&A contains forward-looking information. Please see the section, "Cautionary Note Regarding Forward-Looking Information and Statements" for a discussion of the risks, uncertainties, and assumptions used to develop the Company's forward-looking information.

2

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

This MD&A contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information and statements include, but are not limited to, statements with respect to planned exploration and development activities and budgets, the interpretation of drill results and other geological information, mineral reserve and resource estimates (to the extent they involve estimates of the mineralization that will be encountered if a project is developed), requirements for additional capital, capital costs, operating costs, cash flow estimates, production estimates, the future price of uranium and similar statements relating to the economic viability of a project, including the Rook I Project, or other statements that are not statements of facts.

Generally, forward-looking information and statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events, or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.

Forward-looking information and statements are based on NexGen's current expectations, beliefs, assumptions, estimates, and forecasts about its business and the industry and markets in which it operates, which could prove to be significantly incorrect. Forward-looking information and statements are made based upon numerous assumptions, including, among others; that the results of planned exploration and development activities will be as anticipated and on time; the price of uranium; the cost of planned exploration and development activities; that, as plans continue to be refined for the development of the Rook I Project, there will be no changes in project parameters that would materially adversely affect the Project; that financing will be available if and when needed and on reasonable terms; that third-party contractors, equipment, supplies, and governmental and other approvals required to conduct NexGen's planned exploration and development activities will be available on reasonable terms and in a timely manner; that there will be no revocation of, adverse amendments to, or delays in granting government approvals; that general business, economic, competitive, social, and political conditions will not change in a material adverse manner; the assumptions underlying the Company's mineral reserve and resource estimates; assumptions made in the interpretation of drill results and other geological information; the ability to achieve production on the Rook I Project; and other sensitivities, estimates, assumptions, and forecasts, including the Interim Cost Estimate. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements were considered reasonable by management at the time they were made, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of NexGen to differ materially from any projections of results, performances, and achievements of NexGen expressed or implied by such forward-looking information or statements, including, among others, negative operating cash flow and dependence on third-party financing, uncertainty of additional financing, the risk that pending assay results will not confirm previously announced preliminary results, the imprecision of mineral reserve and resource estimates, the price and appeal of alternate sources of energy, sustained low uranium prices, aboriginal title and consultation issues, development and operational risks, exploration risks, risks related to business readiness and transitioning to an operating mine, climate change, uninsurable risks, reliance upon key management and other personnel, risks related to title to its properties, information security and cyber threats, failure to manage conflicts of interest, failure to obtain or maintain required permits and licences, changes in laws, regulations, and policy, competition for resources, political and regulatory risks, general inflationary pressures, industry and economic factors that may affect the business, market disruptions and geopolitical risks, the potential impact of tariffs and trade restrictions, and other factors discussed or referred to in the Company's most recent Annual Information Form under "Risk Factors" and also in this MD&A under "Other Risk Factors".

3

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or statement or implied by forward-looking information or statements, there may be other factors that cause results not to be as anticipated, estimated, or intended.

There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated, or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The forward-looking statements and information contained in this MD&A are made as of the date of this MD&A and, accordingly, are subject to change after such date. The Company undertakes no obligation to update or reissue forward-looking information or statements as a result of new information or events except as required by applicable securities laws.

4

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

BUSINESS OVERVIEW

NexGen is a British Columbia corporation with a focus on developing into production the 100% owned Rook I Project (the "Rook I Project" or the "Project") located in the southwestern Athabasca Basin of Saskatchewan, Canada. NexGen has a highly experienced team of uranium industry professionals with a successful track record in the discovery of uranium deposits and in the development of projects from discovery to production. NexGen also owns a portfolio of highly prospective exploration uranium properties in the southwestern Athabasca Basin of Saskatchewan, Canada.

The Company's Arrow Deposit is the focus of the Rook I Project and was discovered in February 2014. The Arrow Deposit has Measured and Indicated Mineral Resources totaling 3.75 million tonnes ("Mt") grading 3.10% U₃O₈ containing 257 million ("M") lbs U₃O₈. The Probable Mineral Reserves were estimated at 240 M lbs U₃O₈ contained in 4.6Mt grading 2.37% U₃O₈. See "Rook I FS Technical Report" below.

The Company has also intersected numerous other mineralized zones on trend from Arrow along the Patterson Corridor on the Rook I property which are subject to further exploration before economic potential can be assessed. The Rook I property consists of thirty-two (32) contiguous mineral claims totaling 35,065 hectares.

The Company's common shares (the "Shares") trade on the Toronto Stock Exchange (the "TSX") and the New York Stock Exchange (the "NYSE") under the symbol "NXE", and on the ASX in the form of CHESS Depository Interests ("CDIs") under the symbol "NXG".

The Company holds an investment in IsoEnergy Ltd. ("IsoEnergy"), which is engaged in the acquisition, exploration and development of uranium properties in Canada, the United States of America and Australia. The Company owns approximately 27.8% of IsoEnergy's outstanding common shares as of June 30, 2026 (December 31, 2025 - 30.0%) and accounts for its investment using the equity method of accounting. IsoEnergy's shares are traded on the TSX and the NYSE American.

Q2 2026 AND YEAR-TO-DATE 2026 HIGHLIGHTS

Corporate

On January 22, 2026, the Company announced the formation of a partnership with the Clearwater River Dene Nation and Métis Nation - Saskatchewan Local 39, to build and operate a state-of-the-art 59-room hotel in La Loche, Saskatchewan. The hotel will serve the increased demand for local accommodation, particularly from the construction and operations of the Rook I Project as well as other regional economic growth.

Operational

Permitting and Site Activities

On June 12, 2025, the Company announced that the Saskatchewan Ministry of Environment ("ENV") granted approval for NexGen's 2025 Site Program (the "Program") at the Rook I property. The Program includes the establishment of a temporary exploration airstrip, expansion of the exploration accommodation camp facilities by 373 beds (to approximately 600 beds), and site access road improvements. These activities were materially advanced towards completion in the quarter including the camp which was commissioned on May 16, 2026. 

On March 5, 2026, the Company announced that the Canadian Nuclear Safety Commission ("CNSC") approved NexGen's Environmental Assessment ("EA") and issued a Licence to Prepare Site and Construct (the "Licence") for the Company's 100%-owned, Rook I Project. On May 22, 2026, the CNSC confirmed resolution of all Licence conditions required prior to the commencement of construction, ahead of Project schedule requirements. On June 8, 2026, licenced construction activities commenced at the Rook I Project.

5

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

Exploration

On January 15, 2026, NexGen announced the commencement of a 42,000 meter ("m") exploration drill program to continue to test the extents and growth of mineralization discovered in early 2024 at NexGen's 100% owned Patterson Corridor East ("PCE") discovery, and the inaugural drilling at NexGen's 100% owned SW3 property of 3,500 m to advance high-priority targets. Drilling in 2026 at PCE is building on the highly successful 2025 results and focusing on testing the broad extents of the mineralized footprint, further investigating high-grade zones within the open mineralized footprint, and determining potential for additional mineralization within the same target area.

On April 22, 2026, NexGen announced expansion of the high-grade subdomain at PCE and completion of 2026 winter drilling, which highlighted significant vertical growth and strong internal continuity of high-grade mineralization. Expansion of the high-grade subdomain was highlighted by hole RK-26-280c1, which returned cumulative 4.2 m of >10,000 counts per second ("cps"), including 0.6 m of >61,000 cps, and successfully intersected mineralization 230 m down plunge along a high-grade shear.

On May 7, 2026, NexGen announced the final batch of 2025 PCE assay results, which highlighted expansion and continuity of the high-grade subdomain at PCE. Assay results from RK-25-239 returned 13.0 m at 5.2% U₃O₈, including 0.5 m at 30.2% U₃O₈, and RK-25-240 which returned 10.0 m at 3.95% U₃O₈, including 0.5 m at 33.3% U₃O₈. These results validate the potential extension of mineralization at depth and confirm strong continuity within the high-grade subdomain that remains open in most directions. A new secondary high-grade subdomain has also been confirmed, with high potential for continued growth. The inaugural drill program at the SW3 property commenced on July 6, 2026.

ROOK I PROJECT OVERVIEW

Permitting, Regulatory, and Engagement

NexGen implemented an integrated approach to the Federal EA and licensing processes for the Project whereby information to support the licence application was submitted to the CNSC in a staged manner commencing in 2019 to ensure alignment between the EA and licencing documentation.

With EA approval from the Province of Saskatchewan received in November 2023 and receipt of all other necessary Provincial authorizations, the issuance of the Licence on March 5, 2026, marked the final regulatory approval required to initiate full construction of the Project. Following site mobilization throughout Q2 2026, licenced construction activities commenced on June 8, 2026.

Current permitting, regulatory, and engagement activities are focused on maintaining regulatory compliance, securing routine permits and authorizations as required, and continuing proactive engagement with regulators, Indigenous Nations and local communities to support Project execution.

6

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

In support of regulatory approval processes for the Project, Study Agreements were entered into in the fourth quarter of 2019, which formalized the engagement approaches that would support each primary Indigenous Nation's participation in the EA process, particularly to:

• develop a Joint Working Group ("JWG") structure for each Indigenous Nation to support the inclusion of Indigenous Knowledge into the EA process and to facilitate regular, ongoing engagement;

• assist in the identification of valued components for the EA;

• explore special interest topics for each Indigenous Nation;

• support Indigenous Knowledge and Traditional Land Use ("IKTLU") Studies in various forms particular to each Indigenous Nation; and

• establish a Community Coordinator position in each Indigenous Nation to act as the primary contact between NexGen and the Indigenous Nation.

In addition, each Study Agreement committed NexGen to providing capacity funding for the JWG engagement, retention of technical support by the Indigenous Nation, and completion of the self-directed IKTLU Studies. Each of the Clearwater River Dene Nation ("CRDN"), Métis Nation - Saskatchewan Northern Region 2 ("MN-S NR2") and Métis Nation - Saskatchewan ("MN-S"), Birch Narrows Dene Nation ("BNDN"), and Buffalo River Dene Nation ("BRDN") completed IKTLU Studies in support of the EA for the Project.

Further, the Study Agreements confirmed that the parties would negotiate impact benefit agreements or mutual benefit agreements (each, a "Benefit Agreement") in good faith. The Company signed Benefit Agreements with each of the BNDN and the BRDN in 2021, the CRDN in 2022, and the MN-S NR2 and MN-S in 2023 which together represent all of the impacted primary Indigenous Nations.

The Benefit Agreements cover all phases of the Rook I Project, and have been developed to define the environmental, cultural, economic, training, employment, business opportunities, and other benefits to be provided to the Indigenous Nations by NexGen. Further, each of the four Benefit Agreements provide and confirm their support for the Project throughout its lifecycle from approval to closure, as described in the Benefit Agreements. These four Indigenous Nations (i.e., the CRDN, MN-S NR2 and MN-S, BNDN, and BRDN) collectively represent the First Nation and Métis communities for which the ENV assigned procedural aspects of the Duty to Consult for the Project to NexGen, which were identified by NexGen as the primary Indigenous Nations for consultation in consideration of the Federal requirements of the CNSC, and have been confirmed by the CNSC in their March 4, 2026 licence approval decision as the Indigenous rights holders for which the duty to consult was triggered.

NexGen has developed Environmental Committees with each of the Indigenous Nations with signed Benefit Agreements. JWG activities with the CRDN, MN-S NR2 and MN-S, BNDN, and BRDN are now being implemented through the respective Environmental Committees.

Each of the primary Indigenous Nations for the Project fully participated in the public Commission Hearing process, reaffirming their consent and support for the issuance of the Licence to NexGen for the Project.

Rook I FS Technical Report

In the first quarter of 2021, NexGen filed an independent feasibility study (the "Rook I FS Technical Report") in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") entitled "Arrow Deposit, Rook I Project, Saskatchewan, NI 43-101 Technical Report on Feasibility Study dated March 10, 2021", which supported the EA processes and licence application activities. The Rook I FS Technical Report also validated the previous stage engineering and produced an operating and initial capital cost estimate meeting the requirements for a Class 3 estimate as defined by the Association for the Advancement of Cost Engineering ("AACE") International. The Rook I FS Technical Report is based on an initial 10.7-year mine life.

7

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

Interim Trend Update for Cost Sensitivities

On August 1, 2024, the Company announced an internally prepared interim trend report for cost sensitivities for the Rook I Project (the "Interim Trend Update"). The Interim Trend Update disclosed an expected increase in pre-production capital costs from approximately C$1.3 billion in the Rook I FS Technical Report to approximately C$2.2 billion. This increase reflects approximately C$310 million in inflationary adjustments since 2020 and approximately C$590 million in incremental capital costs identified through advanced engineering and procurement activities. In addition, the Interim Trend Update included an expected increase in life-of-mine cash operating costs from C$7.58/lb U₃O₈ (US$5.69/lb) to approximately C$13.86/lb (US$9.98/lb) U₃O₈. Sustaining capital costs are expected to increase from C$362.4 million (inclusive of closure costs of approximately C$69.5 million) to approximately C$785 million, inclusive of closure costs of approximately C$70 million.

The Company is continuing with Front-End Engineering Design, procurement, and detailed engineering, which are expected to continue up to and beyond the commencement of construction.

Sensitivity of NPV and IRR to Uranium Price

The table below illustrates, for sensitivity purposes only, the impact of uranium price on key economic metrics for the Rook I Project, as presented in the Rook I FS Technical Report (Q4-2020 dollars) and, for comparison, the illustrative impact on such metrics from the cost assumptions in the Interim Trend Update (Q4-2023 dollars):

	Feasibility Study (Q4 2020 Dollars)				Interim Trend Update (Q4 2023 Dollars)
Uranium Price (US$/lb)	Average Annual Free Cash Flow (Y1-5) (C$ billion)	Payback Period (Years)	IRR (%)	NPV (C$ billion)	Average Annual Free Cash Flow (Y1-5) (C$ billion)	Payback Period (Years)	IRR (%)	NPV (C$ billion)
$100	2.11	0.6	81.6	8.13	2.04	1	46.9	6.79
$90	1.90	0.6	76.8	7.20	1.82	1.1	43.4	5.84
$80	1.68	0.7	71.5	6.27	1.61	1.2	39.6	4.89
$70	1.47	0.7	65.8	5.33	1.39	1.3	35.4	3.96
$60	1.25	0.8	59.5	4.40	1.18	1.6	30.7	3.04
$50 (FS Base Case)	1.04	0.9	52.4	3.47	0.97	2	25.2	2.10
$40	0.82	1.1	44	2.53	0.76	2.6	18.9	1.19
$30	0.61	1.3	33.8	1.59	0.55	3.8	10.5	0.23

⁽¹⁾ The Base Case from the Rook I FS Technical Report uses a discount rate of 8%. Free Cash Flow represents the after-tax net cash flow from the Project, determined in accordance with the Rook I FS Technical Report. It assumes that 100% of the uranium produced from the Rook I Project can be sold at a long-term price of US$50/lb U₃O₈ at an exchange rate of C$/US$ of 1.00:0.75.

⁽²⁾ The Interim Trend Update reflects revised capital and operating cost assumptions for the Rook I Project as of August 1, 2024, including updated estimates for sustaining capital, royalties, and taxes.

⁽³⁾ As noted in the Rook I FS Technical Report, NPV and IRR are most sensitive to uranium price, head grade, process recovery, and exchange rates. To demonstrate these sensitivities, the Rook I FS Technical Report includes an extended sensitivity analysis (Figures 22-2 and 22-3) illustrating the impact of uranium price fluctuations on project economics. The Interim Trend Update indicates that positive after-tax NPV (8%) is maintained across the range of uranium price scenarios, including at US$30/lb U₃O₈. Readers are cautioned that these sensitivity analyses are provided for illustrative purposes only, may not be appropriate for other uses, and do not represent forecasts of uranium prices or prices at which uranium produced from the Rook I Project can be sold.

8

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

OPERATIONS OUTLOOK

The Company continues to develop the Rook I Project by progressing the engineering, procurement, training, and other project development activities.

Specifically, throughout 2026, the Company will continue to:

• advance the detailed engineering, design, and procurement activities related to the Project;

• advance construction of the Rook I Project in line with Project schedule and execution plan;

• advance commercial negotiations on uranium sales agreements; and

• continue to engage with Provincial and Federal regulators and communities.

HEALTH, SAFETY, AND ENVIRONMENT

NexGen places the health and safety of its people as the highest priority in the form of a zero-harm culture and is committed to sustainable development in a safe and responsible manner. NexGen recognizes that the long-term sustainability of its business is dependent upon elite stewardship in the protection of its people, the environment, and the careful management of the exploration, development, and extraction of mineral resources.

Management is focused on optimizing its strong culture of safety, which includes equipping people with the tools, training, and mindset to result in constant safety awareness. NexGen operates a zero-harm workplace, while also recognizing the need for emergency preparedness. The Company has a site-specific emergency response plan and conducts periodic exercises followed by critical analysis that evaluates the response and recommends improvements. This plan is reviewed at least annually. NexGen takes a proactive and long-term approach to risk management that supports investment in the practices needed to be successful and meet commitments.

9

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

FINANCIAL RESULTS

Financial results for the three and six months ended June 30, 2026 and 2025 (Unaudited)

		Three months ended June 30,						Six months ended June 30,
		2026			2025			2026			2025
Expenses
Salaries, benefits and directors' fees	$	6,890		$	2,484		$	13,223		$	5,695
Office, administrative, and travel		7,107			4,967			14,174			11,031
Professional fees and insurance		4,542			3,152			7,201			5,921
Depreciation		417			530			845			1,079
Share-based payments		8,323			3,815			16,388			7,479
		(27,279	)		(14,948	)		(51,831	)		(31,205	)
Finance income		6,862			3,505			14,520			7,590
Mark-to-market gain (loss) on convertible debentures		96,465			(55,661	)		(32,433	)		15,257
Interest expense on convertible debentures		(8,082	)		(11,661	)		(19,191	)		(23,285	)
Interest on lease liabilities and accretion expense		(120	)		(63	)		(243	)		(79	)
Share of net income (loss) from associate		(1,937	)		(572	)		(2,417	)		1,089
Gain (loss) on dilution of ownership interest in associate		6,073			(4	)		6,033			(7,960	)
Impairment loss on investment in associate		-			-			-			(81,009	)
Mark-to-market gain (loss) on derivative instruments		1,233			(2,993	)		2,351			(3,024	)
Foreign exchange gain (loss)		(45	)		(1,988	)		32			(2,043	)
Income (loss) before taxes		73,170			(84,385	)		(83,179	)		(124,669	)
Deferred income tax recovery (expense)		1,375			(2,308	)		1,693			(12,959	)
Net income (loss)		74,545			(86,693	)		(81,486	)		(137,628	)
Basic earnings (loss) per share	$	0.11		$	(0.14	)	$	(0.12	)	$	(0.23	)
Diluted loss per share	$	(0.02	)	$	(0.14	)	$	(0.12	)	$	(0.23	)

Three months ended June 30, 2026 compared to three months ended June 30, 2025

During the three months ended June 30, 2026 (the "Current Quarter"), NexGen recorded net income of $74.5 million or $0.11 basic earnings per share compared to the three months ended June 30, 2025 (the "Comparative Quarter") with a net loss of $86.7 million or $(0.14) basic loss per share representing an increase in net income (loss) of $161.2 million over the Comparative Quarter. The result was primarily due to the following:

• Non-cash mark-to-market gain (loss) on convertible debentures increased by $152.2 million from a mark-to-market loss of $55.7 million in the Comparative Quarter to a mark-to-market gain of $96.5 million in the Current Quarter. The gain is primarily due to the volatility in the Company's share price affecting the valuation inputs.

• Interest expense on convertible debentures decreased by $3.6 million from $11.7 million in the Comparative Quarter to $8.1 million in the Current Quarter due to the strengthening of the Canadian dollar compared to the US dollar relative to the Comparative Quarter, the capitalization of interest in the Current Quarter and the portion of the interest payment settled in shares being higher in the Comparative Quarter due to the changes in the Company's share price.

10

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

• Non-cash share-based payments increased by $4.5 million from $3.8 million during the Comparative Quarter to $8.3 million during the Current Quarter. The increase is primarily due to a higher number of options granted in 2025 than in 2024 in line with the growth in the number of employees as the Company expands operations, resulting in higher vesting in the Current Quarter than the Comparative Quarter. The Company uses the Black-Scholes option pricing model to estimate the fair value of options in order to calculate share-based payments expense resulting in non-cash expenses.

• Salaries, benefits, and directors' fees increased by $4.4 million from $2.5 million in the Comparative Quarter to $6.9 million in the Current Quarter primarily due to increased compensation related to a one-off bonus award in regards to the commencement of licenced construction activities at the Rook I Project.

• Office, administrative, and travel increased by $2.1 million from $5.0 million in the Comparative Quarter to $7.1 million in the Current Quarter due to an increase in marketing and execution support team build out costs.

• Non-cash mark-to-market gain on derivative instruments of $1.2 million in the Current Quarter is due to the strengthening of the USD against the CAD foreign exchange rate forward curve.

• Professional fees and insurance increased by $1.3 million from $3.2 million in the Comparative Quarter to $4.5 million in the Current Quarter due to an increase in marketing-related professional services.

• Non-cash share of net income (loss) from associate of $1.9 million loss is due to the recognition of the Company's share of IsoEnergy's net income or loss for the Current Quarter. This compares to loss of $0.6 million in the Comparative Quarter, and correlates directly with IsoEnergy's quarterly net income or loss.

• Non-cash gain (loss) on dilution of ownership interest in associate during the Current Quarter of a $6.1 million gain is due to the reduction of NexGen's holding in IsoEnergy during the Current Period, from 30.0% as at December 31, 2025 to 27.8% as at June 30, 2026.

• Foreign exchange gain (loss) relates primarily to the US dollar denominated cash balances, and improved by $2.0 million from a loss of $2.0 million in the Comparative Quarter to a loss of less than $0.1 million in the Current Quarter. This is consistent with the movement in the CAD/USD foreign exchange rate and due to a lower US denominated cash balance in the Current Quarter.

• Finance income increased by $3.4 million due to a higher average cash balance of $705.8 million and short-term investments of $214.1 million during the Current Quarter compared to an average cash balance of $403.1 million during the Comparative Quarter, resulting from the 2025 Global Offering ("Global Offering") that closed in Q4 2025.

• Non-cash deferred income tax recovery (expense) increased by $3.7 million from an expense of $2.3 million in the Comparative Quarter to a recovery of $1.4 million in the Current Quarter due to the tax impact associated with changes in the fair value of the Debentures attributable to changes in credit risk.

Six months ended June 30, 2026 compared to six months ended June 30, 2025

During the six months ended June 30, 2026 (the "Current Period"), NexGen recorded a net loss of $81.5 million or $0.12 basic loss per share compared to the six months ended June 30, 2025 (the "Comparative Period") with a net loss of $137.6 million or $0.23 basic loss per share representing a decrease in net loss of $56.1 million over the Comparative Period. The result was primarily due to the following:

• Non-cash mark-to-market gain (loss) on convertible debentures decreased by $47.7 million from a mark-to-market gain of $15.3 million in the Comparative Period to a mark-to-market loss of $32.4 million in the Current Period. The loss is primarily due to the volatility in the Company's share price affecting the valuation inputs.

11

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

• Interest expense on convertible debentures decreased by $4.1 million from $23.3 million in the Comparative Period to $19.2 million in the Current Period due to the strengthening of the Canadian dollar compared to the US dollar relative to the Comparative Period, the capitalization of interest in Q2 2026 and the portion of the interest payment settled in shares being higher in the Comparative Period due to the changes in the Company's share price.

• Non-cash share-based payments increased by $8.9 million from $7.5 million during the Comparative Period to $16.4 million during the Current Period. The increase is primarily due to a higher number of options granted in 2025 than in 2024 in line with the growth in the number of employees as the Company expands operations, resulting in higher vesting in the Current Period than the Comparative Period. The Company uses the Black-Scholes option pricing model to estimate the fair value of options in order to calculate share-based payments expense resulting in non-cash expenses.

• Salaries, benefits, and directors' fees increased by $7.5 million from $5.7 million in the Comparative Period to $13.2 million in the Current Period primarily due to increased compensation related to one-off bonus awards in regards to the commencement of licenced construction activities at the Rook I Project.

• Office, administrative, and travel increased by $3.2 million from $11.0 million in the Comparative Period to $14.2 million in the Current Period due to an increase in marketing and execution support team build out costs.

• Non-cash mark-to-market gain on derivative instruments of $2.4 million in the Current Period is due to the strengthening of the USD against the CAD foreign exchange rate forward curve.

• Professional fees and insurance increased by $1.3 million from $5.9 million in the Comparative Period to $7.2 million in the Current Period due to an increase in marketing-related professional services.

• Non-cash share of net income (loss) from associate of $2.4 million loss is due to the recognition of the Company's share of IsoEnergy's net income or loss for the Current Period. This compares to income of $1.1 million in the Comparative Period, and correlates directly with IsoEnergy's net income or loss in the period.

• Non-cash gain (loss) on dilution of ownership interest in associate during the Current Period of a $6.0 million gain is due to the reduction of NexGen's holding in IsoEnergy during the Current Period, from 30.0% as at December 31, 2025 to 27.8% as at June 30, 2026.

• Foreign exchange gain (loss) relates primarily to the US dollar denominated cash balances, and improved by $2.0 million from a loss of $2.0 million in the Comparative Period to a loss of less than $0.1 million in the Current Period. This is consistent with the movement in the CAD/USD foreign exchange rate and due to a lower US denominated cash balance in the Current Period.

• Finance income increased by $6.9 million due to a higher average cash balance of $779.4 million and short-term investments of $214.1 million during the Current Period compared to an average cash balance of $424.1 million during the Comparative Period, resulting from the Global Offering that closed in Q4 2025.

• Non-cash deferred income tax recovery (expense) increased by $14.7 million from an expense of $13.0 million in the Comparative Period to a recovery of $1.7 million in the Current Period due to the tax impact associated with changes in the fair value of the Debentures attributable to changes in credit risk.

12

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

Financial Position Summary

Statement of financial position summary as at June 30, 2026 and December 31, 2025

		June 30, 2026			December 31, 2025
Assets
Current assets
Cash	$	756,173		$	802,578
Short-term investments		214,080			321,084
Amounts receivable		3,102			2,232
Prepaid expenses and other assets		13,886			21,732
Derivative asset		75			-
		987,316			1,147,626
Non-current assets
Exploration and evaluation assets		148,784			812,270
Mineral property, plant and equipment		848,614			7,565
Investment in associate		180,707			153,845
Strategic inventory		341,150			341,150
Long-term derivate asset		144			-
Other non-current assets		21,611			10,477
Total assets	$	2,528,326		$	2,472,933
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	59,699		$	40,347
Interest payable		2,682			2,594
Lease liabilities		697			697
Derivative liability		-			524
Convertible debentures		612,371			586,214
		675,449			630,376
Non-current liabilities
Long-term derivative liability		-			1,609
Other non-current liabilities		8,590			8,840
Total liabilities	$	684,039		$	640,825
Total equity		1,844,287			1,832,108
Total liabilities and equity	$	2,528,326		$	2,472,933

Liquidity and Capital Resources

Debentures

On September 22, 2023, NexGen announced the closing of a private placement (the "2023 Private Placement") of US$110 million in aggregate principal amount of 9.0% (6% cash, 3% Shares) unsecured convertible debentures (the "2023 Debentures") with Queen's Road Capital Investment Ltd. ("QRC") and Washington H Soul Pattinson and Company Limited ("WHSP").

13

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

On May 28, 2024, NexGen issued US$250 million in aggregate principal amount of 9.0% (6% cash, 3% Shares) convertible debentures (the "2024 Debentures" and together with the 2023 Debentures, the "Debentures"), as consideration for the purchase of approximately 2.7M lbs of natural uranium concentrate (U₃O₈) in accordance with a binding term sheet with MMCap International Inc. SPC ("MMCap").

2025 Global Offering

On October 15, 2025, the Company closed the Global Offering totaling AUD $1 billion, comprised of an equity financing pursuant to an underwriting agreement with the North American Underwriters led by Merrill Lynch Canada Inc. ("Bank of America"), under which the North American Underwriters agreed to buy on a bought deal basis 33,112,583 Shares at a price of C$12.08 for gross proceeds of approximately C$400 million, and pursuant to an amended and restated underwriting agreement with the Australian Underwriter under which the Australian Underwriter agreed to fully underwrite an offering of 45,801,527 Shares to be settled as CDIs at a price of A$13.10 translated at an exchange rate of C$1.00 = A$1.0850, for gross proceeds of approximately AUD$600 million.

As at June 30, 2026, the Company had not applied any net proceeds from the Global Offering to the objectives and milestones previously disclosed given the existing cash balances held prior to the Global Offering, and such net proceeds remain available for those purposes.

Working Capital and other Non-IFRS Accounting Standards Measures

NexGen had a working capital surplus of $311.9 million, including the Debentures, as at June 30, 2026 (December 31, 2025 - surplus of $517.3 million), $756.2 million of cash on hand as at June 30, 2026 (December 31, 2025 - $802.6 million) and $214.1 million of short-term investments as at June 30, 2026 (December 31, 2025 - $321.1 million). The Company currently has sufficient cash to fund it well through construction following the receipt of a construction licence inclusive of current operating and administration costs. In addition, the Company held 2.7 M lbs of U₃O₈ at a cost of $341.2 million as at June 30, 2026 (December 31, 2025 - $341.2 million).

Excluding the Debentures from working capital, and including the strategic inventory of 2.7 M lbs of U₃O₈, the Company had an adjusted working capital surplus of $1,265.4 million. Working capital and adjusted working capital are non-IFRS Accounting Standards financial measures used by management to monitor the Company's liquidity and ability to fund its operations. Management believes that providing such information to securities analysts, investors, and other interested parties who frequently use non-IFRS Accounting Standards measures such as working capital and adjusted working capital in the evaluation of issuers will allow them to better compare NexGen's liquidity and capital resources against others in its industry on a period-by-period basis.

		June 30, 2026			December 31, 2025
Current assets	$	987,316		$	1,147,626
Current liabilities		675,449			630,376
Working capital	$	311,867		$	517,250
Strategic inventory		341,150			341,150
Debentures		612,371			586,214
Adjusted working capital	$	1,265,388		$	1,444,614

The decrease in working capital of $205.4 million from December 31, 2025 to June 30, 2026 was primarily attributable to expenditures incurred to advance the Rook I Project and an increase in the fair value of the Debentures.

14

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

Change in Cash Position

The net change in cash position at June 30, 2026 from December 31, 2025 was a decrease of $46.4 million, primarily attributable to $88.6 million of exploration expenditures in connection with the development of the Rook I Project prior to the receipt of the Licence and 2026 exploration drilling, $54.5 million associated with the development of the Rook I Project including detailed engineering and procurement after receipt of the Licence, $12.0 million of advances made for the Rook I Project development, an investment in IsoEnergy of $25.0 million, cash used in operating activities of $20.5 million, additional short-term investments of $40.0 million, $15.1 million of Debenture interest payments made in June 2026, which was offset by proceeds from redemption of short-term investments of $150.0 million and $59.3 million of proceeds from the exercise of stock options.

Capital Management

The Company manages its capital structure, and adjusts it, based on the funds available to the Company, to support the acquisition, exploration and evaluation of assets. To effectively manage the entity's capital requirements, the Company has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. In the management of capital, the Company considers all components of equity and debt, net of cash, and is dependent on third-party financing, whether through debt, equity, or other means. Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining the required financing in the future or that such financing will be available on terms acceptable to the Company.

The properties in which the Company currently has an interest are in the exploration and development stage. As such, the Company has historically relied on the equity markets and convertible debentures to fund its activities and will continue to require significant additional financing to fund its operations, including continuing with currently contemplated exploration and development activities. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it determines that there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

The Company is not subject to externally imposed capital requirements. There were no changes in the Company's approach to capital management during the period ended June 30, 2026.

Contractual Obligations and Commitments

The Company's significant undiscounted commitments at June 30, 2026 are as follows (the Debentures are classified as a current liability due to the adoption of amendments to IAS 1, however there is no obligation to cash settle these in the next twelve months).

Significant Undiscounted Obligations and Commitments as at June 30, 2026

		Less than 1 year			1 to 3 years			4 to 5 years			Over 5 years			Total
Accounts payable and accrued liabilities	$	59,699		$	-		$	-		$	-		$	59,699
Interest payable		2,682			-			-			-			2,682
Convertible debentures		612,371			-			-			-			612,371
Lease liabilities		1,444			3,079			1,327			885			6,735
	$	676,196		$	3,079		$	1,327		$	885		$	681,487

15

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

Summary of Quarterly Results

Summary of Quarterly Results (Unaudited)

		For the three months ended
$000s except per share amounts		Jun 30			Mar 31			Dec 31			Sep 30
		2026			2026			2025			2025
Finance income		6,862			7,658			7,316			2,912
Net income (loss)		74,545			(156,031	)		(42,829	)		(129,220	)
Basic earnings (loss) per share		0.11			(0.24	)		(0.07	)		(0.23	)
Diluted (loss) per share		(0.02	)		(0.24	)		(0.07	)		(0.23	)

		For the three months ended
$000s except per share amounts		Jun 30			Mar 31			Dec 31			Sep 30
		2025			2025			2024			2024
Finance income		3,505			4,085			6,021			6,277
Net income (loss)		(86,693	)		(50,935	)		(66,387	)		10,252
Basic earnings (loss) per share		(0.14	)		(0.09	)		(0.11	)		0.02
Diluted earnings (loss) per share		(0.14	)		(0.09	)		(0.11	)		(0.02	)

NexGen does not derive any revenue from its operations except for interest income from its cash. Its primary focus is the development of the Rook I Project, in addition to the acquisition, exploration, evaluation and development of resource properties.

The fluctuations in income (loss) between quarters are mainly the result of non-cash charges, including mark-to-market gains or losses recognized on the fair value re-valuation of the Debentures each quarter driven primarily by the price of the Shares with any changes in the fair value being recognized in the income (loss) for the quarter, and interest expense on the Debentures.

Interest income recorded as finance income has fluctuated depending on cash balances available to generate interest and the earned rate of interest.

The income (loss) per period has also fluctuated depending on the Company's activity level and periodic variances in certain items. Quarterly periods are therefore not comparable due to the nature and timing of exploration and development activities.

Related Party Transactions

Compensation of Key Management and Directors

		Three months ended June 30,						Six months ended June 30,
		2026			2025			2026			2025
Short-term compensation(1)	$	4,446		$	770		$	8,850		$	1,550
Share-based payments(2)		7,590			3,369			15,118			6,686
Consulting fees(3)		32			32			65			65
	$	12,068		$	4,171		$	24,033		$	8,301

16

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

⁽¹⁾ Short-term compensation to key management personnel for the three and six months ended June 30, 2026 amounted to $4,446 and $8,850 (2025 - $770 and $1,550) of which $4,341 and $8,640 (2025 - $670 and $1,349) was expensed and included in salaries, benefits, and directors' fees on the statement of net income (loss) and comprehensive income (loss) and $105 and $210 (2025 - $100 and $201) was capitalized to mineral property, plant and equipment.

⁽²⁾ Share-based payments to key management personnel for the three and six months ended June 30, 2026 amounted to $7,590 and $15,118 (2025 - $3,369 and $6,686) of which $7,518 and $14,975 (2025 - $3,204 and $6,358) was expensed and $72 and $143 (2025 - $165 and $328) was capitalized to mineral property, plant and equipment.

⁽³⁾ The Company used consulting services from Flying W Consulting Inc., which is associated with Brad Wall, a director of the Company in relation to advice on corporate matters for the three and six months ended June 30, 2026 amounting to $32 and $65 (2025 - $32 and $65) pursuant to a consulting contract providing for a monthly service fee of $11 and terminable upon three months' notice.

The Company received rental income for shared office space from IsoEnergy for the three and six months ended June 30, 2026 of $nil and $nil (2025 - $nil and $6).

On February 28, 2025, the Company participated in IsoEnergy's non-brokered private placement with the purchase of 2.5 million common shares at a price of $2.50 per share for total consideration of $6,250. On June 24, 2025, the Company participated in IsoEnergy's bought deal financing by purchasing 1.2 million common shares at a price of $10.00 per share for total consideration of $12,000. On March 20, 2025, IsoEnergy completed a 1-for-4 common share consolidation.

On January 27, 2026, the Company participated in IsoEnergy's non-brokered private placement with the purchase of 1,666,667 common shares at a price of $15.00 per share for total consideration of $25,000.

As at June 30, 2026, there was $22 (December 31, 2025 - $43) included in accounts payable and accrued liabilities owing to Flying W Consulting Inc. for consulting services.

Outstanding Share Data

The authorized capital of NexGen consists of an unlimited number of Shares and an unlimited number of preferred shares. As at August 4, 2026, there were 670,506,101 Shares, 47,428,163 stock options with exercise prices ranging between $5.31 and $13.32, representing 7.1% of the total issued and outstanding Shares, and no preferred shares issued and outstanding.

Outstanding Convertible Debentures

On September 22, 2023, the Company entered into agreements with QRC and WHSP in connection with the 2023 Private Placement, providing for the purchase of the 2023 Debentures for aggregate gross proceeds of US$110 million. In addition, the Company entered into investor rights agreements with each of the purchasers, which include voting alignment, standstill and transfer restriction covenants that will apply (subject to certain exceptions) unless and until there is a change of control of the Company. The 2023 Debentures carry a 9.0% coupon (6% cash, 3% Shares), have a maturity date of September 22, 2028 and are convertible at the holders' option at a conversion price of US$6.76 into a maximum of 16,272,189 Shares of NexGen. The Company will be entitled, on or after the third anniversary of the issuance of the 2023 Debentures, at any time the 20-day volume-weighted average trading price of the Company's Shares on the TSX exceeds 130% of the conversion price, to redeem, prior to maturity, the 2023 Debentures at par plus accrued and unpaid interest. As at August 4, 2026, US$110 million of the principal of the 2023 Debentures remain outstanding.

17

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

On May 28, 2024, NexGen entered into an agreement with MMCap in connection with the issuance of the 2024 Debentures as consideration for the purchase of approximately 2.7 M lbs of natural uranium concentrate (U₃O₈). In addition, the Company entered into an investor rights agreement with MMCap, which includes voting alignment, standstill, transfer restriction, and anti-hedging covenants that will apply (subject to certain exceptions) unless and until there is a change of control of the Company. The 2024 Debentures carry a 9% coupon (6% cash, 3% Shares), have a maturity date of May 29, 2029, and are convertible at the holder's option at a conversion price of US$10.73 into a maximum of 23,299,161 Shares of NexGen. The Company will be entitled, on or after the third anniversary of the issuance of the 2024 Debentures, at any time the 20-day volume-weighted average trading price of the Company's Shares on the NYSE exceeds 130% of the conversion price, to redeem, prior to maturity, the 2024 Debentures at par plus accrued and unpaid interest. As at August 4, 2026, US$250 million of the principal of the 2024 Debentures remain outstanding.

Convertible Debenture	Principal	Conversion Price	Type of shares issuable upon conversion	Number of shares issuable upon conversion
2023 Debentures	US$110 million	US$6.76	Shares	16,272,189
2024 Debentures	US$250 million	US$10.73	Shares	23,299,161

OFF-BALANCE SHEET ARRANGEMENTS

In connection with future decommissioning and reclamation costs, the Company provided financial assurances of $6.2 million in the form of a surety bond to satisfy current exploration regulatory requirements in 2025. In Q2 2026, in connection with future construction-related decommissioning and reclamation costs, the Company provided financial assurances of $9.3 million in the form of a surety bond to satisfy current mine development regulatory requirements.

NexGen has not entered into any other material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative instrument obligations, or with respect to any obligations under a variable interest entity arrangement.

SEGMENT INFORMATION

The Company operates in one reportable segment, being the acquisition, exploration and development of uranium properties. All of the Company's development and exploration and evaluation assets are located in Canada.

ACCOUNTING POLICY OVERVIEW

Critical Accounting Policies and Judgments

The critical judgments that the Company's management has made in the process of applying the Company's accounting policies, apart from those involving estimations, that have the most significant effect on the amounts recognized in the Company's consolidated financial statements include determination of commercial viability and technical feasibility of the Project, impairment of mineral property, plant and equipment, exploration and evaluation assets, strategic inventory, share-based payments and impairment and reversal assessment of investment in associate. Refer to the Interim Statements and Annual Financial Statements for further detail of the Company's critical accounting estimates.

18

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

Key Sources of Estimation Uncertainty

The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company's assets and liabilities include mineral property, plant and equipment, exploration and evaluation assets, strategic inventory, convertible debentures, and share-based payments. Refer to the Annual Financial Statements for further detail of the Company's critical accounting estimates.

Changes in Accounting Policies including Initial Adoption

The Company has had no significant changes in accounting policies to date in 2026, except the addition of assets under construction, borrowing costs and amendments to IFRS 9 and 7 (refer to Note 3b) of the Interim Statements). Refer to the Annual Financial Statements for further details of the Company's accounting policies.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company's financial instruments consist of cash, short-term investments, amounts receivable, lease receivable, accounts payable and accrued liabilities, derivatives and the Debentures.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values.

The three levels of the fair value hierarchy are:

• Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

• Level 3 - inputs that are not based on observable market data.

The Company's cash, short-term investments, amounts receivable, accounts payable and accrued liabilities, and lease receivable are classified as Level 1 as the fair values of the Company's cash, short-term investments, amounts receivable, and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature and the lease receivable's fair value is equal to its carrying value.

The Debentures are re-measured at fair value at each reporting date with any change in fair value recognized in the consolidated statement of net income (loss) with the exception that under IFRS 9, the change in fair value that is attributable to change in credit risk is presented in other comprehensive income (loss). The Debentures are classified as Level 2.

The derivatives consist of foreign currency derivatives and are measured using a market approach, based on the difference between contracted foreign exchange rates and quoted forward exchange rates as of the reporting date. As of June 30, 2026, restricted cash of $5.3 million in respect of open foreign exchange contracts (refer to "Foreign Currency Risk" below) is included in other non-current assets. The foreign currency derivatives are classified as Level 2.

19

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

Risk Factors

Readers of this MD&A should give careful consideration to the information included or incorporated by reference in this document and the Interim Statements. For further details of risk factors, please refer to the most recent Annual Information Form, and the Annual Financial Statements and associated management's discussion and analysis, each filed on SEDAR+ at www.sedarplus.ca, and the below discussions.

Financial Risks

The Company is exposed to varying degrees of a variety of financial instrument related risks. The Board approves and monitors the risk management processes, inclusive of counterparty limits and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments potentially subject to credit risk are cash, short-term investments, amounts receivable, lease receivable, restricted cash, and deposits. The Company holds cash, short-term investments and restricted cash with large Canadian financial institutions. The Company's amounts receivable consists of input tax credits receivable from the Government of Canada. The lease receivable is secured by the leased equipment. Accordingly, the Company does not believe it is subject to significant credit risk.

The Company's maximum exposure to credit risk is as follows:

		June 30, 2026			December 31, 2025
Cash	$	756,173		$	802,578
Short-term investments		214,080			321,084
Accounts receivable		3,102			2,232
Lease receivable		2,733			2,989
Restricted cash		5,250			8,000
Deposits		2,653			-
	$	983,991		$	1,136,883

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet short-term obligations. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2026, NexGen had cash of $756.2 million to settle current liabilities of $675.4 million including the Debentures. Refer to "2025 Global Offering" under "Liquidity and Capital Resources" for further financing completed in October 2025.

In connection with future decommissioning and reclamation costs, the Company has provided financial assurances of $15,472 in the form of surety bonds to satisfy current regulatory requirements.

Foreign Currency Risk

The functional currency of the Company and its subsidiaries is the Canadian dollar. The Company is affected by currency transaction risk and currency translation risk. Consequently, fluctuations of the Canadian dollar in relation to other currencies impact the fair value of financial assets, liabilities and operating results. Financial assets and liabilities subject to currency translation risk primarily include US dollar denominated cash, US dollar accounts payable and the Debentures. The Company maintains Canadian and US dollar bank accounts in Canada.

20

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

The Company is exposed to foreign exchange risk on the Debentures. At maturity, the aggregate US$360 million principal amount of the Debentures is due in full, and prior to maturity, at a premium upon the occurrence of certain events. The Company holds a USD/CAD forward contract to hedge the balance of the foreign currency risk associated with the US dollar interest payments on the Debentures due to maturity. The forward contract has a notional amount of approximately $82.5 million (US$60 million), at an average rate of 1.3851, all of which will be settled in the next 1 to 3 years. The fair value of the forward contract is an asset of $0.2 million as at June 30, 2026.

As at June 30, 2026, the Company's US dollar net financial liabilities were US$430.0 million. Thus a 10% change in the Canadian dollar versus the US dollar exchange rates would give rise to a $61.0 million change in net income (loss) and comprehensive income (loss).

While the Company's strategic inventory is not a financial instrument, the prices of uranium are quoted in US dollars and routinely traded in US dollars, and fluctuations in the Canadian dollar relative to the US dollar can significantly impact the valuation of the Company's physical uranium in Canadian dollars.

Equity and Commodity Price Risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Accordingly, significant movements in equity prices may affect the valuation of the Debentures which may adversely impact its earnings.

Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatility. Future declines in commodity prices may impact the valuation of long-lived assets. The Company closely monitors commodity prices of uranium, individual equity movements, and the stock market to determine the appropriate course of action, if any, to be taken by the Company.

Interest Rate Risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company's cash balances as of June 30, 2026. The Company manages interest rate risk by maintaining an investment policy for short-term investments. This policy focuses primarily on preservation of capital and liquidity. The Company monitors the investments it makes and is satisfied with the credit rating of its banks. The Debentures in an aggregate principal amount of US$360 million, carry a fixed interest rate of 9.0% per annum and are not subject to interest rate fluctuations.

Other Risk Factors

The operations of the Company are speculative due to the high-risk nature of its business which is the exploration of mining properties. For a comprehensive list of the risks and uncertainties facing the Company, please see "Risk Factors" in the Company's most recent Annual Information Form and below. These are not the only risks and uncertainties that NexGen faces. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair its business operations. These risk factors could materially affect the Company's future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

21

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

Negative Operating Cash Flow and Dependence on Third Party Financing

The Company has no source of operating cash flow and there can be no assurance that the Company will ever achieve profitability. Accordingly, the Company is dependent on third-party financing to continue exploration and development activities on the Company's properties, maintain capacity and satisfy contractual obligations. Accordingly, the amount and timing of expenditures depends on the Company's cash reserves and access to third-party financing. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company's properties, including the Rook I Project, or require the Company to sell one or more of its properties (or an interest therein). In particular, there can be no assurance that the Company will have achieved profitability prior to the maturity date and may be required to finance the repayment of all or a part of the principal amount of the 2023 Debentures or 2024 Debentures (collectively, the "Debentures"). Failure to repay the Debentures in accordance with the terms thereof would have a material adverse effect on the Company's financial position.

In the long term, the Company's success will depend on continued exploration, development and mining activities on its existing properties, which will ultimately determine the Company's ability to achieve and maintain profitability and positive cash flow from operations, by developing the properties into profitable mining activities. The economic viability of mining activities, including the expected duration and profitability of the Rook I Project, has many risks and uncertainties. See "Other Risk Factors - General Inflationary Pressures" and "Other Risk Factors - Industry and Economic Factors that May Affect the Business" below.

Capital Intensive Operations and Uncertainty of Additional Financing

The Company's operations are capital intensive and future capital expenditures are expected to be substantial. The Company will require significant additional financing to fund its operations, including the development of the Rook I Project and associated mine construction costs. In the absence of such additional financing, the Company will not be able to fund its operations, which may result in delays, curtailment or abandonment of any one or all of its uranium properties. See "Other Risk Factors - Exploration and Development Risks" below.

Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining required financing in the future or that such financing will be available on terms acceptable to the Company. The Company's access to third-party financing depends on several factors including the price of uranium, the results of ongoing exploration, the Company's obligations under the Debentures, a claim against the Company, a significant event disrupting the Company's business or uranium industry generally, or other factors that may make it difficult or impossible to obtain financing through debt, equity, or other means on favourable terms, or at all. As previously stated, failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company's properties, including the Rook I Project, or require the Company to sell one or more of its properties (or an interest therein).

The Price of Uranium and Alternate Sources of Energy

The price of the Company's securities is highly sensitive to fluctuations in the price of uranium. Historically, the fluctuations in these prices have been, and are expected to continue to be, affected by numerous factors beyond the Company's control. Such factors include, among others: demand for nuclear power; political and economic conditions in uranium producing and consuming countries; public and political response to a nuclear accident; improvements in nuclear reactor efficiencies; reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails; sales of excess inventories by governments and industry participants; and production levels and production costs in key uranium producing countries.

22

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

In addition, nuclear energy competes with other sources of energy like oil, natural gas, coal and hydroelectricity. These sources are somewhat interchangeable with nuclear energy, particularly over the longer term. If lower prices of oil, natural gas, coal and hydroelectricity are sustained over time, it may result in lower demand for uranium concentrates and uranium conversion services, which, among other things, could lead to lower uranium prices. Growth of the uranium and nuclear power industry will also depend on continuing and growing public support for nuclear technology to generate electricity. Unique political, technological and environmental factors affect the nuclear industry, exposing it to the risk of public opinion, which could have a negative effect on the demand for nuclear power and increase the regulation of the nuclear power industry. An accident at a nuclear reactor anywhere in the world could affect acceptance of nuclear energy and the future prospects for nuclear generation.

All of the above factors could have a material and adverse effect on the Company's ability to obtain the required financing in the future or to obtain such financing on terms acceptable to the Company, resulting in material and adverse effects on its exploration and development programs, cash flow and financial condition.

Development and Operational Risks

Development-stage mining projects generally involve a high degree of risk which could adversely impact our success and financial performance as an operating mine. Development-stage projects typically require significant expenditure before production is possible and actual capital or operating costs may be materially different from estimated capital or operating costs. The risks and uncertainties inherent in development-stage activities include but are not limited to: general economic, market, competitive and business conditions; delays in construction and development of required infrastructure and variations from estimated or forecasted construction schedule; cost overruns due to, among other things, delays, changes to inputs or changes to engineering; accuracy of the estimated capital required to build and operate the project; technical complications, including adverse geotechnical conditions and other impediments to construction and development; difficulties in procuring or a failure to procure required supplies and resources to develop, construct and operate a mine; the ability to obtain regulatory approvals or permits on a timely basis or at all and, if obtained, the ability to comply with any conditions imposed by such regulatory approvals or permits and maintain such approvals and permits; a failure to develop or manage a project in accordance with expectations or to properly manage the transition to an operating mine; litigation and land title matters; accuracy of reserve and resource estimates; accuracy of engineering and changes in scope; accuracy of estimated metallurgical recoveries; accuracy of estimated plant throughput; adverse legal developments, including the imposition of new regulations or legislation; fluctuation in prevailing prices for uranium and other sources of energy which may affect the profitability of the project; community action or other disruptive activities by stakeholders; availability, supply and cost of power and water; weather or severe climate impacts; dependence on third parties for services and utilities; the interpretation of geological data obtained from drill holes and other sampling techniques; and government regulations, including regulations relating to prices, taxes and royalties. See also "Other Risk Factors - General Inflationary Pressures" and "Other Risk Factors - Industry and Economic Factors that May Affect the Business" below.

The Company's ability to develop and bring the Rook I Project into production is dependent upon the services of appropriately experienced personnel and/or third-party contractors who can provide such expertise and develop appropriate systems and processes required to efficiently develop and operate the Rook I Project. There can be no assurance that the Company will have available to it the necessary expertise when and if it brings the Rook I Project into production. See "Other Risk Factors - Reliance upon Key Management and Other Personnel" below.

23

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

Exploration Risks

Exploration for mineral resources involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. The risks and uncertainties inherent in exploration activities include but are not limited to: general economic, market and business conditions; the regulatory process and actions; failure to obtain necessary permits and approvals; technical issues; new legislation; competitive and general economic factors and conditions; the uncertainties resulting from potential delays or changes in plans; the occurrence of unexpected events; and the Company's operational capacity to execute and implement its future plans. There is also no assurance that even if commercial quantities of ore are discovered that it will be developed and brought into commercial production, whether as expected or at all. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, most of which are beyond the control of the Company and may result in the Company not receiving adequate return on investment capital; see "Other Risk Factors - Development and Operational Risks" above and "Other Risk Factors - Business Readiness, Transition to an Operating Mine and Remote Operations" below.

Business Readiness, Transition to an Operating Mine, and Remote Operations

As an exploration and development-stage mining company, NexGen faces significant risks in transitioning from exploration and development activities to an operational mine, including the need to establish and scale key systems, processes, and organizational capabilities. Successfully starting up operations requires the development of robust operational frameworks, supply chain logistics, technology integration, and management structures to support efficient production. The complexity of building out these critical functions introduces execution risk, and any inefficiencies, delays, or challenges in their implementation could impact the Company's ability to achieve stable operations, increase costs, and materially affect the Company's business and financial condition.

The Company's principal project activities are conducted in a remote and isolated region of northern Saskatchewan with limited access and infrastructure. As the Company advances toward construction and, ultimately, operations, the site's remoteness can amplify the consequences and costs of incidents and operational interruptions. In particular, medical response and emergency evacuation, logistics and supply chain continuity, weather-related access constraints, and contractor availability may be adversely affected by the site's isolation. These factors may increase the duration and cost of responding to incidents, contribute to business interruption, increase mitigation and operating costs, and materially adversely affect the Company's ability to execute its plans, as well as its business, results of operations, financial condition, or reputation.

Uninsurable Risks

Mining operations generally involve a high degree of risk. Exploration, development and production operations on mineral properties involve numerous risks, including but not limited to unexpected or unusual geological operating conditions, seismic activity, rock bursts, cave-ins, fires, floods, landslides, earthquakes and other environmental occurrences, and political and social instability, any of which could result in damage to, or destruction of life or property, environmental damage and possible legal liability. Although the Company believes that appropriate precautions to mitigate these risks are being taken, operations are subject to hazards such as equipment failure or failure of structures, which may result in environmental pollution and consequent liability.

24

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate the Company's future profitability and result in increasing costs and a decline in the value of the Shares. While the Company may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks is such that liabilities could exceed policy limits or be excluded from coverage. The potential costs that could be associated with any liabilities not covered by insurance or in excess of insurance coverage may cause substantial delays and require significant capital outlays, thereby adversely affecting the Company's business and financial condition.

Reliance upon Key Management and Other Personnel

The Company relies on the specialized skills of management in the areas of mineral exploration, geology, project development and business negotiations and management. The loss of any of these individuals could have an adverse effect on the Company. The Company does not currently maintain key-man life insurance on any of its key employees. In addition, as the Company's business activity continues to grow, it will require additional key financial, administrative and qualified technical personnel. Although the Company believes that it will be successful in attracting, retaining and training qualified personnel, there can be no assurance of such success. If it is not successful in attracting, retaining and training qualified personnel, the efficiency of the Company's business could be affected, which could have an adverse impact on its future cash flows, earnings, results of operation and financial condition.

Even if appropriately skilled personnel and third-party contractors are secured, the timely and cost-effective completion of work will depend to a large degree on the satisfactory performance of such personnel and third-party contractors who will be responsible for different elements of the Company's exploration and development work, including the site and mine plan. If any of these personnel or third-party contractors do not perform to accepted or expected standards, the Company may be required to hire different personnel or contractors to complete tasks, which may impact schedules and add costs to the Rook I Project, which in some cases could be significant. A major contractor default, or the failure of the Company to properly manage contractor performance, could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition.

Imprecision of Mineral Reserve and Resource Estimates

Mineral Reserve and Resource figures are estimates, and no assurances can be given that the estimated levels of uranium will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that its Mineral Resource estimate is well established and reflects management's best estimates, by their nature, Mineral Resource estimates are imprecise and depend, to a certain extent, upon geological assumptions based on limited data, and statistical inferences which may ultimately prove unreliable. Should the Company encounter mineralization or formations different from those predicted by past sampling and drilling, resource estimates may have to be adjusted.

25

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

General Inflationary Pressures

General or market specific inflationary pressures, including international trade issues such as tariffs and import taxes, may affect labour, development, mining and other costs, which could have a material adverse effect on the Company's financial condition, results of operations and the capital expenditures required to advance the Company's business plans. There can be no assurance that any governmental action taken to control inflationary or deflationary cycles will be effective or whether any governmental action may contribute to economic uncertainty. Governmental action to address inflation or deflation may also affect currency values. Accordingly, inflation and any governmental response thereto may have a material adverse effect on the Company's business, results of operations, cash flow, financial condition and the price of the Shares.

Industry and Economic Factors that May Affect the Business

The business of mining for minerals involves a high degree of risk. NexGen is an exploration and development company and is subject to risks and challenges similar to companies in a comparable stage and industry. These risks include, but are not limited to: the challenges of securing adequate capital; exploration, development and operational risks inherent in the mining industry; changes in government policies and regulations; the ability to obtain the necessary permitting; and global economic and uranium price and exchange rate volatility, all of which are uncertain. The Company's expected mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any resources from which the Company extracts materials will result in profitable mining activities.

The underlying value of the Company's exploration and evaluation assets is dependent upon the existence and economic recovery of mineral reserves and is subject to, but not limited to, the risks and challenges identified above. Changes in future conditions could require material write-downs of the carrying value of the Company's exploration and evaluation assets. Certain of NexGen's properties are subject to various royalty agreements.

In particular, the Company does not generate revenue. As a result, the Company continues to be dependent on third-party financing to continue exploration and development activities on the Company's properties, maintain capacity and satisfy contractual obligations including servicing the interest payments due on the Debentures and repaying the principal amount thereof at maturity (or sooner in the event of redemption in accordance with the terms of the Debentures). Accordingly, the Company's future performance will be most affected by its access to financing, whether debt, equity or other means.

Access to such financing, in turn, is affected by general economic conditions, the price of uranium, exploration risks and the other factors described in the section entitled "Risk Factors" in the Company's most recent Annual Information Form.

Market Disruption and Geopolitical Risks

Recent geopolitical turmoil has contributed to elevated volatility in global energy, commodity and currency markets and the effects could be substantial and long-lasting. Global growth is widely forecasted to slow and the continued delay and uncertainty around interest rate cuts, inflation, the war in Ukraine, the Israel-Hamas war in Gaza and the U.S.-Israel war with Iran have added to this sentiment. The extent and duration of such events and resulting market disruptions cannot be predicted but could be substantial and could magnify the impact of other risks to the Company. These and other similar events could adversely affect global financial markets and lead to increased market volatility, reduced liquidity in the securities markets, significant negative impacts on issuers and the markets for certain securities and commodities and/or government intervention. They may also cause short or long-term economic uncertainties in Canada and the rest of the world, which may have a material adverse effect on the Company's business, results of operations, cash flow, financial condition and the price of the Shares.

26

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

See also "Trading Price and Volatility of Shares" in the Company's most recent Annual Information Form, "Other Risk Factors - General Inflationary Pressures" and "Other Risk Factors - Industry and Economic Factors that May Affect the Business" above.

Potential Impact of Tariffs and Trade Restrictions

The imposition of tariffs and trade restrictions between Canada and the United States presents a risk to the Company and the global economy, which may have adverse effects on supply chains, capital expenditures, and operational costs. These tariffs, and any changes to these tariffs or imposition of any new tariffs, taxes or import or export restrictions or prohibitions, could have a material adverse effect on the Canadian economy, the Canadian mining industry and the Company. Furthermore, there is a risk that a broader trade war triggered by tariffs imposed by the United States on other countries could have a material adverse effect on the Canadian, United States and global economies, and by extension the Canadian mining industry and the Company. Higher capital and operating costs resulting from tariffs may negatively impact project economics, profitability, and production efficiency. Supply chain disruptions and delays in procuring essential equipment could also affect project timelines and operational efficiency. In addition, the imposition of tariffs and other trade restrictions may also exacerbate other risk factors such as currency fluctuations and general economic volatility. Tariffs could impact trade flows, investor sentiment, and monetary policy decisions, leading to greater fluctuations in the CAD/USD exchange rate. See also "Foreign Currency Risk" above. These impacts may have a material adverse effect on the Company's business, results of operations and financial condition.

Reliance on a Third Party for Storage of U₃O₈ Purchased

The U₃O₈ purchased in connection with the 2024 Debentures is held by a third-party storage provider (the "Storage Provider") pursuant to a storage contract that generally only allows for a book transfer of U₃O₈ between holders of accounts at such storage facility. Since the U₃O₈ held with the Storage Provider cannot physically be removed from the storage facility, except in limited specified circumstances, this could limit the number of potential buyers in the future.

In addition, the terms of the storage contract allow for the commingling of assets with ownership generally determined by book entry. Thus, if the Storage Provider were to become insolvent, or the Storage Provider or another third party were to seek to challenge the Company's beneficial ownership of U₃O₈ held by the Storage Provider, it may be difficult to not only access the storage facility but also to retrieve the Company's U₃O₈ from storage. Any such challenge, if successful in preventing or delaying the Company from transferring or retrieving its U₃O₈ from storage, could have a material adverse effect on the Company's business, results of operations or financial condition.

The Storage Provider's liability to the Company for breaches of the storage contract is limited to the cost of the affected U₃O₈ and excludes any indirect, special, economic, incidental and consequential losses. If the Company suffers such losses, it may have no recourse against the Storage Provider, which could have a material adverse effect on the Company's business, results of operations or financial condition.

The Company has the benefit of insurance arrangements obtained by a third party on standard industry terms to cover the loss of a portion of the physical uranium. There is no guarantee that insurance in favour of the Company will fully cover the Company in the event of loss or damage to U₃O₈. NexGen may be financially and legally responsible for losses and/or damages not covered by insurance. Such responsibility could have a material adverse effect on its business, results of operations or financial condition.

For further information on Risk Factors, refer to those set forth in the Company's most recent Annual Information Form, filed under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

27

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

These are not the only risks and uncertainties that NexGen faces. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair its business operations. These risk factors could materially affect the Company's future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

DISCLOSURE CONTROLS AND INTERNAL CONTROL OVER FINANCIAL REPORTING

Disclosure Controls and Procedures

Management maintains appropriate information systems, procedures and controls to provide reasonable assurance that information that is publicly disclosed is complete, reliable and timely. The Chief Executive Officer (the "CEO") and Chief Financial Officer (the "CFO") of the Company, along with the assistance of management under their supervision, have designed disclosure controls and procedures to provide reasonable assurance that material information relating to the Company is made known to the CEO and CFO, and have designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.

Changes in Internal Controls

During the period ended June 30, 2026, there were no changes in the Company's internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

Limitations of Controls and Procedures

The Company's management, including the CEO and the CFO, believe that any control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

TECHNICAL DISCLOSURE

All scientific and technical information in this MD&A is derived from the Company's Rook I FS Technical Report. For details of the Rook I Project, including the key assumptions, parameters and methods used to estimate the updated Mineral Resource, please refer to the Rook I FS Technical Report filed under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

28

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2026
(expressed in thousands of Canadian dollars, except as noted)

All scientific and technical information in this MD&A has been reviewed and approved by Mr. Simon Allard, P.Eng, Vice President, Commercial, and Mr. Jason Craven, P.Geo., Vice President, Exploration for NexGen. Mr. Allard approved the scientific and technical information related to operational matters contained in this MD&A and Mr. Craven approved the scientific and technical information related to exploration matters contained in this MD&A. Each of Mr. Allard and Mr. Craven is a qualified person for the purposes of NI 43-101. Mr. Craven has verified the sampling, analytical, and test data underlying the information or opinions contained herein by reviewing original data certificates and monitoring all of the data collection protocols.

All references in this MD&A to "Mineral Resource", "Inferred Mineral Resource", "Indicated Mineral Resource", "Measured Mineral Resource", "Mineral Reserve", "Proven Mineral Reserve" and "Probable Mineral Reserve" have the meanings ascribed to those terms by the Canadian Institute of Mining ("CIM"), Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as amended. The requirements of NI 43-101 are different than Securities and Exchange Commission disclosure requirements applicable to mineral reserves and mineral disclosure. Therefore, disclosure relating to Mineral Reserves and Mineral Resources contained herein is not comparable to disclosure by issuers required to comply with Securities and Exchange Commission disclosure requirements.

APPROVAL

The Board approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it and can be located, along with additional information, including the Company's current Annual Information Form, on the Company's profile on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, on the ASX at www.asx.com.au or by contacting the Company's Corporate Secretary, located at Suite 3150, 1021 West Hastings Street, Vancouver, BC V6E 0C3 or at (604) 428-4112.

29

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Leigh Curyer, Chief Executive Officer of NexGen Energy Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of NexGen Energy Ltd. (the "issuer") for the interim period ended June 30, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 4, 2026

"Leigh Curyer"

_______________________

Leigh Curyer

Chief Executive Officer

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Ryan Podrasky, Chief Financial Officer of NexGen Energy Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of NexGen Energy Ltd. (the "issuer") for the interim period ended June 30, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 4, 2026

"Ryan Podrasky"

_______________________

Ryan Podrasky

Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 492.9 KB
• EX-99.2 EXHIBIT 99.2 286.3 KB
• EX-99.3 EXHIBIT 99.3 6.9 KB
• EX-99.4 EXHIBIT 99.4 7.0 KB