What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-10-28 compared with 2020-10-29 · 664 added, 727 removed, 1586 unchanged (47% of the section changed)

10 unchanged sentences

Also, projections of any evaluation of the effectiveness of ICFR to future periods is subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our assessment of the effectiveness of our Company’s internal control over financial reporting as at July 31, 2019, material weaknesses were identified in assessing the complexity of the valuation and accounting of a significant non-routine transaction, in a control surrounding information technology general control (“ITGC”), and in our Risk Assessment and Control Activity components of the COSO Framework related to the aggregation of open control deficiencies across our financial reporting process.

In particular, the design and documentation of controls around:

(i) testing the Company’s Code of Business Conduct and Ethics;

(ii) the adoption of new accounting standards;

and (iii) accounting for our equity-accounted investment were insufficient.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements could not be prevented or detected on a timely basis.

During Fiscal 2020, in response to the material weakness relating the significant non-routine transaction, we redesigned the control procedures surrounding significant non-routine transactions and implemented the control procedures in an identified significant non-routine transaction, where we followed proper procedures to identify the complexity of this transaction and engaged an external consultant with expertise in that area.

The controls relating to significant non-routine transaction were tested and management has concluded that, through this testing, the identified material weakness relating to significant non-routine transaction has been remediated and that these controls are operating effectively as of July 31, 2020.

During Fiscal 2020, in response to the material weakness relating to ITGC, we reassigned and restricted certain access rights of a senior financial person to our accounting system in order to ensure sufficient segregation of duties.

The controls relating to ITGC were tested, and management has concluded that, through this testing, the identified material weakness relating to internal controls over ITGC has been remediated and that these controls are operating effectively as of July 31, 2020.

During Fiscal 2020, in response to the material weakness in our Risk Assessment and Control Activity components of the COSO Framework, we designed and implemented a new control for the review of the Company’s Code of Business Conduct and Ethics whereby a staff was designated to review the responses from the Code of Conduct survey and when an exception is identified, proper actions to address the exception are taken.

In addition, we have designed, documented and implemented formal control procedures around accounting for the equity-accounted investment.

Furthermore, we redesigned and implemented new control procedures for adoption of new accounting standards.

The controls relating to Risk Assessment and Control Activity components of the COSO Framework were tested, and management has concluded that, through this testing, the identified material weakness relating to Risk Assessment and Control Activity components of the COSO Framework has been remediated and that these controls are operating effectively as of July 31, 2020.

As of July 31, 2020, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, the Company’s management concluded that, as of July 31, 2020, the Company’s internal controls over financial reporting were effective.

As at July 31, 2021, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in COSO.

Based on that evaluation, the Company’s management concluded that, as of July 31, 2021, the Company’s internal control over financial reporting was effective.

Changes in Internal Controls

Except for the remediation procedures implemented by the Company as described above, there have been no other changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter for the fiscal year ended July 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter for the fiscal year ended July 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

20 unchanged sentences

He was a nominee for Ernst & Young’s “Entrepreneur of the Year” distinction.

Adnani is the founder and Chairman of GoldMining Inc., a publicly-listed gold acquisition and development company and is the Chairman of Uranium Royalty Corp., a publicly-listed uranium royalty company.

Adnani is the founder and Chairman of GoldMining Inc., a publicly-listed gold acquisition and development company and is a director of Gold Royalty Corp., a publicly-listed gold royalty company.

Adnani also serves as the Chairman of Uranium Royalty Corp., a publicly-listed uranium royalty company.

Adnani holds a Bachelor of Science degree from the University of British Columbia and is a director of the university’s Alumni Association.

10 unchanged sentences

Abraham served as a United States Senator for the State of Michigan from 1995 to 2001.

At a time when the Trump Administration and Congress are considering significant issues pertaining to the U.S.

At a time when the Biden Administration and U.S.

Congress are considering significant issues pertaining to the U.S.

uranium mining sector, Mr.

11 unchanged sentences

David Kong has served on our Board of Directors since January 2011 and serves as our lead independent director.

Kong serves as a director of New Pacific Metals Corp., a public company listed on the Toronto Stock Exchange (the “TSX”) since November 2010, as a director of Silvercorp Metals Inc., a public company listed on the TSX and the NYSE American since November 2011, and as a director of GoldMining Inc., a public company listed on the TSX and NYSE American since October 2010.

Previously, Mr.

Kong served as a director of New Era Minerals Inc., a public company listed on the TSX Venture Exchange (the “TSX-V”) from June 2014 to April 2016.

Kong serves as a director of New Pacific Metals Corp., a public company listed on the Toronto Stock Exchange (the “TSX”) and the NYSE American since November 2010, as a director of Silvercorp Metals Inc., a public company listed on the TSX and the NYSE American since November 2011, and as a director of GoldMining Inc., a public company listed on the TSX and the NYSE American since October 2010.

Kong holds a Bachelor in Business Administration and earned his Chartered Accountant designation (CPA, CA) in British Columbia, Canada, in 1978.

8 unchanged sentences

Ganpat Mani .

Ganpat Mani has served on our Board of Directors since June 2014 and as a director of Uranium Participation Corporation since July 2014.

Ganpat Mani has served on our Board of Directors since June 2014.

Mani served as a director of Uranium Participation Corporation (now Sprott Physical Uranium Trust) from July 2014 to July 2021.

From 2009 to 2013, Mr.

18 unchanged sentences

Gloria Ballesta has served on our Board of Directors since July 2018.

Ballesta is the Chief Executive Officer of Content Mode SAS, a contact center based in Colombia, since January 2016, and serves as a director of GoldMining Inc., a public company listed on the TSX and NYSE American since August 2010.

Ballesta has experience managing administrative and compliance procedures for spin-offs, take-overs and financings of various public companies.

2 unchanged sentences

Pat Obara has served as our Secretary, Treasurer and Chief Financial Officer since October 2015, and served as our Chief Financial Officer from August 2006 to January 2011 and as our Vice President Administration from January 2011 to October 2015.

Obara currently serves as the Chief Financial Officer and Secretary of GoldMining Inc., a public company listed on the TSX and NYSE American, and served as a director of GoldMining Inc.

Obara currently serves as the Chief Financial Officer and Secretary of GoldMining Inc., a public company listed on the TSX and the NYSE American, and served as a director of GoldMining Inc.

from September 2009 to May 2018.

6 unchanged sentences

Melbye is responsible for the uranium marketing and sales function and is a key contributor towards the achievement of the Company’s strategic growth objectives.

Melbye currently serves as the Chief Executive Officer, President and a director of Uranium Royalty Corp., a public company listed on the TSX-V.

From 2014 to 2018, Mr.

Melbye served as the Vice President, Commercial at Uranium Participation Corporation, managing a publicly traded fund which allows investors to speculate on physical uranium holdings.

Concurrently at that time, Mr.

Melbye served as an Advisor to the Chairman of Kazatomprom, the world’s leading uranium producer in Kazakhstan, guiding their business transformation process as it related to marketing and sales strategy.

Melbye currently serves as the Chief Executive Officer, President and a director of Uranium Royalty Corp., a public company listed on the TSX Venture Exchange (the “TSX-V”) and the Nasdaq Capital Market.

Previously, Mr.

Melbye served as the Vice President, Commercial at Uranium Participation Corporation (now Sprott Physical Uranium Trust) from 2014 to 2018 and concurrently served as an Advisor to the Chairman of Kazatomprom, the world’s leading uranium producer in Kazakhstan, guiding their business transformation process as it related to marketing and sales strategy.

Through June 2014, Mr.

Melbye was Executive Vice President, Marketing for Uranium One, responsible for global sales activities, where he expanded the company’s forward book, particularly in the emerging markets of the United Arab Emirates and China.

Melbye was Executive Vice President, Marketing for Uranium One, responsible for global sales activities, where he expanded that company’s forward book, particularly in the emerging markets of the United Arab Emirates and China.

He also supported the global investor-relations efforts of the CEO during the time that Uranium One was publicly traded on the TSX.

6 unchanged sentences

in New York, and nuclear fuel procurement at the Palo Verde Nuclear Generating Station in Arizona.

Melbye is currently the President of the Uranium Producers of America (“UPA”).

The UPA is the domestic mining organization that advocates for U.S.

Government policies supportive of national energy, and security and interests of a strong and competitive American uranium industry.

He is also a past Chair of the Board of Governors of the World Nuclear Fuel Market.

Melbye is a frequent speaker at nuclear industry conferences and has participated in numerous high-level, United States and Canadian trade missions to markets such as China, India, United Arab Emirates and Mexico.

Melbye provided expert testimony in support of Kazakhstan before the International Trade Commission in Washington, D.C., which lifted trade restrictions on Kazakh uranium in the United States.

He is a past Chair of the Board of Governors of the World Nuclear Fuel Market and former President of the Uranium Producers of America (“UPA”).

The UPA is the domestic uranium mining industry organization which promotes rational regulatory policy and responsible disposition of United States Department of Energy inventories, a topic in which Mr.

Melbye testified before the House Oversight Committee in 2015.

Melbye has been active in grassroots Republican politics, having worked on two United States Senate races and serving on a statewide leadership team for Bush/Cheney ’04.

Melbye has provided expert testimony before the U.S.

House Oversight Committee on Department of Energy inventory dispositions, and the U.S.

Senate Energy and Natural Resources Committee on regaining American nuclear leadership.

In addition, he testified before the U.S.

International Trade Commission in support of uranium imports from Kazakhstan following the dissolution of the Soviet Union.

Melbye received a Bachelor of Science in Business Administration with degree specialization in International Business from Arizona State University in 1984.

29 unchanged sentences

such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all directors and officers.

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics (the “Code”) that applies to all directors and officers.

The Code describes the legal, ethical and regulatory standards that must be followed by the directors and officers of the Company and sets forth high standards of business conduct applicable to each director and officer.

4 unchanged sentences

accountability for adherence to the Code.

A copy of our Code can be viewed on our website at:

http://www.uraniumenergy.com.

A copy of our Code and all material Company corporate governance charters, policies and guidelines can be viewed on our website at:

www.uraniumenergy.com.

Corporate Governance and Nominating Committee

9 unchanged sentences

In nominating candidates, the Corporate Governance and Nominating Committee takes into consideration such factors as it deems appropriate, including skills, knowledge, experience and personal character, as well as the needs of the Company.

Board Diversity

Sustainability Committee

Our Sustainability Committee is comprised of David Kong, Vincent Della Volpe and Gloria Ballesta.

Our Board of Directors has determined that each member of the Sustainability Committee meets the independence standards of the NYSE American.

Kong is the Chairman of the Sustainability Committee.

The Sustainability Committee is responsible for oversight of sustainability including environmental, social, health and safety matters.

The Sustainability Committee is mandated to oversee the Company’s framework for the development of environmental, social, health and safety policies and programs and performance thereunder.

The Sustainability Committee will report regularly to the Board of Directors.

Human Rights Policy

We have adopted a Human Rights Policy (the “Human Rights Policy”) that applies comprehensive standards to our operations across all geographic locations regarding the protection of human rights.

Our Human Rights Policy can be viewed on our website at www.uraniumenergy.com.

Board Diversity Policy

Our Board of Directors has adopted a written Diversity Policy (the “Diversity Policy”) that sets out the Company’s approach to diversity, including gender, on the Board of Directors and among the executive officers of the Company.

16 unchanged sentences

The Corporate Governance and Nominating Committee considers nominees recommended by stockholders if such recommendations are made in writing to the Corporate Governance and Nominating Committee and evaluates nominees for election in the same manner whether the nominee has been recommended by a stockholder or otherwise.

Employee Diversity

As at July 31, 2021 our employee population consisted of 47 individuals working for us and our consolidated subsidiaries.

As at July 31, 2021, 28% of our employees were female, 64% of our employees were identified as diverse based on ethnicity, 8% of our employees were under the age of 30, 43% of our employees were between the ages of 30 and 50 and 49% of our employees were over the age of 50.

Compliance with Section 16(a) of the Exchange Act

32 unchanged sentences

In Fiscal 2021, with the recommendations put forth by GGA (the “GGA Recommendations”), the Compensation Committee maintained the following general principles in determining its executive and non-management director total compensation plans.

The Company recognizes that people are our primary asset and our principal source of competitive advantage.

The Company recognizes that people are our primary asset and our principal source of establishing a competitive advantage.

In order to recruit, motivate and retain the most qualified individuals as senior executive officers, the Company strives to maintain an executive compensation program that is competitive in the mining industry, which is a competitive, global labor market.

The Compensation Committee’s compensation objective is designed to attract and retain the best available talent while efficiently utilizing available resources.

The Compensation Committee compensates executive management primarily through base compensation and equity compensation designed to be competitive with comparable companies, and to align management’s compensation with the long-term interests of shareholders.

In determining executive management’s compensation, the Compensation Committee also takes into consideration the financial condition of the Company and discussions with the executive in each instance.

The Compensation Committee’s objective is to establish a compensation program that is designed to align with industry trends and attract and retain the best available talent while efficiently utilizing available resources.

These objectives are achieved primarily through base compensation and equity compensation designed to be competitive with comparable companies, and to align management’s compensation with the long-term interests of shareholders.

In determining executive management’s compensation, the Compensation Committee also takes into consideration the performance and financial condition of the Company.

In order to accomplish our goals and to ensure that the Company’s executive compensation program is consistent with its direction and business strategy, the compensation program for our senior executive officers is based on the following objectives:

10 unchanged sentences

In Fiscal 2021 the Compensation Committee commissioned a peer group review from GGA as part of a competitive compensation market update review of executive and director compensation in order to stay abreast of changes in the external market and to ensure that the Company continued to benchmark executive compensation with appropriate market comparators.

In addition to the external market trends, the Compensation Committee considered the complexity of the Company and the range of size of several of the appropriate comparable companies and, with the GGA Recommendations provided to them, established a revised peer group (the “Peer Group”) to better reflect the Company’s current business.

The Peer Group remained relatively consistent with prior years and included companies operating in the oil, gas and consumable fuels sector, primarily in North America, of similar size and having a market capitalization generally below $400 million, ranging between 0.25 times and four times the Company’s.

Total assets and revenue were also considered as part of the peer selection process.

The Company’s market capitalization was positioned around the median at the time of GGA’s Recommendations.

In addition to the external market trends, the Compensation Committee considered the complexity of the Company and the range of size of several of the appropriate comparable companies and, with the GGA Recommendations provided to them, revised the Peer Group from the prior year to reflect the growth of the Company’s business.

The Peer Group remained relatively consistent with prior years and included companies operating in the oil, gas and consumable fuels sector, primarily in North America, of similar size and having a market capitalization and/or total assets generally ranging between 0.25 times and four times the Company’s.

The companies identified below were removed from or added to the Peer Group based on whether they met or continued to meet this selection criteria.

The companies removed from the Peer Group were all much smaller than the Company from a market capitalization perspective and were deemed to be less relevant to the Company.

The companies added to the Peer Group aligned better to the Company based on market capitalization and/or total assets.

The Company’s market capitalization was positioned above the median of the Peer Group at the time of the GGA Recommendations.

The Peer Group was used by the Compensation Committee to establish the compensation levels for the Company’s executives and its Board of Directors.

In Fiscal 2020, with GGA’s Recommendations, our compensation philosophy aimed to align both our executive and Board of Director compensation around the median of the Peer Group.

In Fiscal 2021, with the GGA Recommendations, our compensation philosophy aimed to align both our executive and Board of Director compensation around the median of the Peer Group.

In Fiscal 2021, the following companies were removed from or added to the Peer Group:

Removed from the Peer Group

Added to the Peer Group

Abraxas Petroleum Corporation

Energy Fuels Inc.

Laramide Resources Ltd.

UEX Corporation

Centrus Energy Corp.

Adams Resources & Energy, Inc.

Contango Oil & Gas Company

Evolution Petroleum Corporation

NexGen Energy Ltd.

UR-Energy Inc.

Comstock Resources, Inc.

Fission Uranium Corp.

PolyMet Mining Corp.

Denison Mines Corp.

IsoEnergy Ltd.

Hallador Energy Company

NACCO Industries, Inc.

Laramide Resources Ltd.

In Fiscal 2021, the Peer Group was comprised of the following companies:

Centrus Energy Corp.

Fission Uranium Corp.

Silvercorp Metals Inc.

Comstock Resources, Inc.

IsoEnergy Ltd.

UEX Corporation

Contango Oil & Gas Company

NACCO Industries, Inc.

UR-Energy Inc.

Denison Mines Corp.

NexGen Energy Ltd.

Energy Fuels Inc.

PolyMet Mining Corp.

Compensation Elements and Rationale

There are three basic components to the Company’s executive compensation program:

The Company’s executive compensation program consists of:

base compensation, short-term incentive awards;

3 unchanged sentences

Base compensation is a fixed component of the compensation program and is used as the base to determine elements of incentive compensation and benefits.

Effective from May 1, 2016, and again effective on April 1, 2020, the base compensation paid to our executive officers was reduced on a non-accrued basis as more particularly described under “Executive Services Agreements” herein.

Effective on October 1, 2020, the base compensation was reinstated to the levels in effect prior to April 1, 2020.

Effective from May 1, 2016, and again effective on April 1, 2020, the base compensation paid to our executive officers was reduced on a non-accrued basis.

Effective on October 1, 2020 and again effective on May 31, 2021, the base compensation paid to our executive officers was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively.

Effective on May 31, 2021 the base compensation paid to Mr.

Adnani and Mr.

Obara was increased to align with the median of the Peer Group.

Effective from May 31, 2021 the direct and indirect base compensation paid to our executive officers on an annual basis is Mr.

The base compensation paid to our executive officers is more particularly described below under “Executive Services Agreements”.

Short-Term Incentive Awards

The short-term incentive plan (the “STIP”) is a variable component of compensation and has the objective of motivating the executive officers to achieve pre-determined objectives over a one-year period and to provide a means to reward the achievement of corporate milestones and fulfillment of the annual business plan.

In Fiscal 2020 the Compensation Committee did not award any short-term incentive compensation which it considered appropriate due to challenging market conditions and the COVID-19 pandemic.

The short-term incentive plan (the “STIP”) is a variable component of compensation and has the objective of motivating the executive officers to achieve corporate objectives over a one-year period and to provide a means to reward the achievement of corporate milestones and fulfillment of the annual business plan.

Each of the executive officers has a target STIP set as a percentage of their base compensation.

The STIP has a maximum payout opportunity, which is 200% of each executive officer’s base compensation.

In Fiscal 2020, the Compensation Committee did not award any short-term incentive compensation due to both the challenging uranium market conditions and the COVID-19 pandemic.

As a result, and together with reductions to base compensation effective from May 1, 2016 through to May 31, 2021, the total cash component of our executive officers’ compensation was positioned below the 25 th percentile of market data.

In Fiscal 2021, the Compensation Committee considered its review of each executive officer’s performance, the growth of the Company’s business in Fiscal 2021 and the Company’s strong stock performance.

Upon this review, the Compensation Committee awarded discretionary cash bonuses to align, generally, with the median of the Peer Group.

The Compensation Committee relied on the Peer Group compensation data to guide its decision.

Each of the executive officers was awarded a bonus ranging from 20% to 70% of their base compensation.

The bonuses paid to our executive officers are more particularly described below in the “Summary Compensation Table”.

Long-Term Incentive (Equity)

The Company’s long-term incentive program provides for, among other awards, the granting of stock options, performance stock options (“PSOs”), RSUs and PRSUs to executive officers to both motivate executive performance and retention, as well as to align executive officer performance to shareholder value creation.

In awarding long-term incentives, the Company compares its long-term incentive program to that of comparable companies within our industry and evaluates such factors as the number of shares available for awards under the Company’s 2020 Plan and the number of awards outstanding relative to the number of shares outstanding.

The Company’s long-term incentive program (the “LTIP”) provides for, among other awards, the granting of stock options, performance stock options (“PSOs”), RSUs and PRSUs to executive officers to both motivate executive performance and retention, as well as to align executive officer performance to shareholder value creation.

In awarding long-term incentives, the Company compares its long-term incentive program to the Peer Group and evaluates such factors as the number of shares available for awards under the Company’s Stock Incentive Plan and the number of awards outstanding relative to the number of shares outstanding.

Each long-term incentive grant is based on the level of the position held and overall market competitiveness.

The Compensation Committee takes into consideration previous grants when it considers new grants of stock options, PSOs, RSUs and PRSUs.

The Compensation Committee administers the granting of equity awards in accordance with the 2020 Plan.

In Fiscal 2019 the Compensation Committee considered the advice of GGA and the recommendations issued by leading independent proxy advisors and determined that it would implement a performance based long-term incentive award structure based on best market practice to more closely align pay with future performance.

In Fiscal 2019 long-term equity incentive plan awards were awarded to the executive officers in the form of PRSUs.

The Compensation Committee takes into consideration previous grants when it considers new grants of equity awards.

The Compensation Committee administers the granting of equity awards in accordance with our Stock Incentive Plan.

In Fiscal 2019, the Compensation Committee considered the advice of GGA and the recommendations issued by leading independent proxy advisors and determined that it would implement a performance based long-term incentive award structure to more closely align pay with future performance.

In Fiscal 2019, performance based long-term equity incentive plan awards were awarded to the executive officers in the form of PRSUs.

The PRSUs vest over 36 months but will not settle until the end of the 36-month period and are contingent on the level of performance achieved.

2 unchanged sentences

Each of the four measurement periods is weighted 25%.

Contingent on the level of performance achieved over each measurement period, the number of PRSUs that may vest at the end of each annual period and at the end of the 36-month period ranges from 0% to 200% of the PRSU target number of weighted units.

The number of PRSUs that may vest at the end of each annual period and at the end of the 36-month period is contingent on the level of performance achieved over each measurement period and ranges from 0% to 200% of the PRSU target number of weighted units.

The following table summarizes the PRSU vesting schedule.

10 unchanged sentences

Global X Uranium ETF

Annual Relative Total

Annual Relative Total Stockholder Return against Global X Uranium ETF

Greater than -500 bps

Year 1 to Year 3

Three Year Relative Total

Greater than -500 bps

Stockholder Return against

Global X Uranium ETF

Year 1 to Year 3

In Fiscal 2020, performance based long-term equity incentive plan awards were awarded to the executive officers in the form of PSOs.

The PSOs vest over 36 months.

The PSOs had a premium exercise price at the time of grant set at 21% above the fair market value of the Company’s stock price at the time of grant.

The PSOs will only have value if the Company’s future stock price is accretive beyond the exercise price of the PSO awards.

In Fiscal 2021 performance based long-term equity incentive plan awards were awarded to the executive officers in the form of PRSUs.

The PRSUs are measured based on the Company’s three year total stockholder return relative to the Global X Uranium ETF.

The PRSUs cliff vest and settle based on the achievement of the performance criteria at the end of 36 months.

The number of PRSUs that may vest at the end of 36 months is contingent on the level of performance achieved and ranges from 0% to 200% of the PRSU target number of units.

Regardless of the relative TSR performance of the Company versus the Global X Uranium ETF TSR, if the Company’s absolute share price is negative between the grant date and the 36 th month share price, the maximum number of PRSUs that can vest is capped at 100%.

The following table summarizes the PRSU vesting schedule.

Measurement Period

Performance Criteria

Company TSR vs.

Multiplier if

Company TSR is

Positive over the

Multiplier if

Company TSR is

Negative over the

Grant date to end

Three Year Relative Total

2 unchanged sentences

Global X Uranium ETF

In Fiscal 2020 the Compensation Committee reviewed the market prevalence of long-term equity incentive plans within the Company’s Peer Group.

The Compensation Committee determined that stock options, PSOs and RSUs were the most appropriate form of long-term equity incentive to grant in Fiscal 2020 due to market practice.

In Fiscal 2020 long-term equity incentive plan awards were awarded to the executive officers in the form of stock options, PSOs and RSUs, as more particularly described in the “Grants of Plan Based Awards” table below.

The stock options vest over 24 months and the RSUs and PSOs vest over 36 months.

In Fiscal 2020 the Compensation Committee recommended modifications to the Company’s long-term incentive plan and, on June 5, 2020, our Board of Directors adopted the Company’s 2020 Plan.

On July 30, 2020, our shareholders ratified the 2020 Plan.

The following table summarizes the pay mix for the executive officers and illustrates the percentage of fixed versus at-risk pay for Fiscal 2020:

In Fiscal 2021, long-term equity incentive plan awards were awarded to the executive officers in the form of RSUs, which vest over 36 months.

In Fiscal 2021, the Compensation Committee reviewed the market prevalence of long-term equity incentive plans within the Company’s Peer Group and determined that RSUs and PRSUs were the most appropriate form of long-term equity incentive to grant in Fiscal 2021 due to market practice.

The long-term equity incentive plan awards awarded to our executive officers in Fiscal 2021 are more particularly described below in the “Grants of Plan Based Awards” table.

The following table summarizes the pay mix for our executive officers and illustrates the percentage of fixed versus at-risk pay for Fiscal 2021:

Name and Principal Position

Stock Awards (1)

President and Chief Executive Officer

1 unchanged sentence

Executive Vice President

These amounts represent stock issued in lieu of cash compensation in order to reduce cash outlays.

These amounts represent RSUs.

These amounts represent RSUs and PRSUs.

Other Non-Cash Compensation

5 unchanged sentences

The executive officers are not present during voting or deliberations of the Compensation Committee relating to executive compensation.

In Fiscal 2020 the following milestones were attained by the Company as a result of the success of the executives meeting corporate goals:

we completed a drilling campaign to prepare for development of the first production area where we drilled 57 exploration/delineation holes and completed 76 monitor wells totaling 54,724 feet at our Burke Hollow Project.

We enlarged our first production area with the discovery of additional mineralization in new and existing trends;

we completed a drilling campaign to prepare for a PEA where we drilled 49 holes at our Alto Parana Project.

Our Alto Parana Project is one of the world’s highest-grade and largest ferro-titanium deposits.

Samples are currently being prepared for shipment to analytical laboratories in Canada and Peru.

We will seek to monetize the asset while maintaining our focus and priority on our core uranium business;

URC listed on the TSX-V on December 16, 2019.

We own 14 million shares of URC, which represents a 19.5% interest in URC.

As of the closing of trading on July 31, 2020, our shareholding in URC was valued at CAD$16.2 million.

URC is focused on gaining exposure to uranium prices by making strategic investments in uranium interests, including royalties, streams, debt and equity investments in uranium companies, as well as through holdings of physical uranium;

we maintained our strategic focus on acquiring and developing U.S.

in-situ recovery projects that are an environmentally friendly and lower cost alternative to conventional mining and now control the largest U.S.

resource base of fully permitted in-situ recovery projects in Texas and Wyoming.

We are ideally positioned to supply potential U.S.

government purchases for a national uranium reserve as well as longer-term utility demand;

we maintained a perfect safety record with no lost-time accidents and no reportable medical aids during the year.

In response to the COVID-19 pandemic, we arranged for our teams at our Vancouver, Corpus Christi and Paraguay offices to work remotely.

Maintenance protocols at our Hobson Processing Facility and at our Palangana ISR Mine remained unchanged.

Our Hobson Processing Facility and our Palangana Mine remain on standby for future extraction.

We postponed plans to resume drilling at our Burke Hollow Project;

the Company’s shares were retained on the Russell 3000 and related growth and value style indexes.

Subsequent to Fiscal 2020, we completed our September 2020 Offering of 12,500,000 units at a price of $1.20 per unit for gross proceeds of $15,000,000.

In Fiscal 2021 the following milestones were attained by the Company:

we completed a public offering of 12,500,000 units at a price of $1.20 per unit for gross proceeds of $15,000,000;

we commenced wellfield development and resource delineation drilling at the initial production area of our Burke Hollow ISR Project located in South Texas;

we established the Physical Uranium Portfolio, under which, as of the date of this Annual Report, we had entered into agreements to purchase 4.1 million pounds of uranium concentrates at a volume weighted average price of $32.12 per pound and received 1.2 million pounds, which are held at the ConverDyn facility located in Metropolis, Illinois.

The 1.2 million pounds of uranium inventories have a market value of approximately $56.7 million as of the date of this Annual Report;

we completed two registered direct offerings with certain institutional investors and issued 13,636,364 shares of our common stock at an average price of $3.12 per share, for total gross proceeds of $42,500,000;

as of July 31, 2021, we had $117.2 million in cash, equity and physical holdings comprised of:

(i) $44.3 million in cash;

(ii) uranium inventory holdings of $29.0 million;

and (iii) 15 million shares of URC with a market value of $43.9 million;

the Company’s shares were included on the Russell 2000 and Russell 3000 indexes.

Executive Compensation

14 unchanged sentences

Pat Obara, Secretary, Treasurer and Chief Financial Officer

The Company appointed Pat Obara as Secretary, Treasurer and Chief Financial Officer of the Company effective October 29, 2015, as ratified on June 6, 2016.

We appointed Pat Obara as our Secretary, Treasurer and Chief Financial Officer of the Company effective on October 29, 2015.

Obara served as our Chief Financial Officer from August 2006 to January 2011 and as our Vice President Administration from January 2011 to October 2015.

10 unchanged sentences

We do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect on us.

We have taken steps to ensure our executive compensation program does not incentivize risk outside the Company’s risk appetite.

We have taken steps to ensure that our executive compensation program does not incentivize risk outside the Company’s risk appetite.

Some of the key ways that we currently manage compensation risk are as follows:

1 unchanged sentence

retained an independent compensation advisor, GGA, to provide advice on the structure and levels of compensation for our executive officers and directors;

our short-term incentive plan is measured based on business objectives and has a cap on the total amount of payment any position may receive equivalent to 200% of an executive’s base compensation in applicable years when short-term incentive awards are awarded;

our short-term incentive plan has a cap on the total amount of payment any position may receive equivalent to 200% of an executive’s base compensation;

the use of performance based long-term incentive compensation to encourage a focus on long-term corporate performance;

8 unchanged sentences

or (iii) the incentive compensation would have been lower had the financial results been properly reported.

Our Clawback Policy is available on the Company’s website at http://www.uraniumenergy.com.

Our Clawback Policy is available on the Company’s website at www.uraniumenergy.com.

Anti-Hedging and Anti-Pledging Policy

4 unchanged sentences

Any violation of our Anti-Hedging and Anti-Pledging Policy will be regarded as a serious offence.

Our Anti-Hedging and Anti-Pledging Policy is available on the Company’s website at http://www.uraniumenergy.com.

Stock Ownership Guideline s

Our Anti-Hedging and Anti-Pledging Policy is available on the Company’s website at www.uraniumenergy.com.

Stock Ownership Guidelines

We adopted Stock Ownership Guidelines for executive officers to further align the interests of our executive officers and stockholders (the “Stock Ownership Guidelines”).

5 unchanged sentences

As of the date of this Annual Report, Mr.

Adnani’s ownership exceeds seven times his current base compensation.

Among our executive officers, ownership exceeds, on average, two times their current base compensation.

Our Stock Ownership Guidelines are available on the Company’s website at http://www.uraniumenergy.com.

Adnani’s ownership exceeds 28 times his current base compensation.

Among our executive officers, ownership exceeds, on average, nine times their current base compensation.

Our Stock Ownership Guidelines are available on the Company’s website at www.uraniumenergy.com.

Consideration of Most Recent Shareholder Advisory Vote on Executive Compensation

1 unchanged sentence

This was our most recent stockholder advisory vote to approve named executive officer compensation.

The proposal was approved by our stockholders, receiving 89% of the vote of the stockholders present in person or represented by proxy and voting at the meeting.

The proposal was approved by our stockholders, receiving approximately 96% of the vote of the stockholders present in person or represented by proxy and voting at the meeting.

We considered this vote to be a ratification of our current executive compensation policies and decisions and, therefore, did not make any significant changes to our executive compensation policies and decisions based on the vote.

8 unchanged sentences

Based on that review and those discussions, the Compensation Committee recommended to the Board of Directors that the compensation discussion and analysis be included in this Annual Report.

This report is provided by the independent directors Vincent Della Volpe, David Kong and Gloria Ballesta, who comprise our Compensation Committee:

This report is provided by our independent directors, Vincent Della Volpe, David Kong and Gloria Ballesta, who comprise our Compensation Committee:

Summary Compensation Table

1 unchanged sentence

Name and Principal Position

Stock Awards (2)

Option Awards (3)

Non-Equity Incentive Plan Compensation

Non-Qualified

Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

5 unchanged sentences

These amounts represent fees paid by us to the Named Executive Officers during the year pursuant to various executive services agreements, between us and the Named Executive Officers, which are more particularly described below.

For Fiscal 2021, these amounts include the following restitution payments:

For Fiscal 2021, these amounts represent the aggregate grant date fair value of RSUs and PRSUs.

For Fiscal 2020, these amounts represent the aggregate grant date fair value of RSUs and, for Messrs.

2 unchanged sentences

Obara and Melbye, the fair value of shares at the date of issuance.

For Fiscal 2018, these amounts represent the fair value of shares at the date of issuance.

For Fiscal 2021, the grant date fair value of each RSU is $2.15 per share based on the most recent closing price of our common stock as of the grant date of July 21, 2021, and the grant date fair value of each PRSU is $2.48 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted on July 21, 2021:

expected risk free interest rate:

expected volatility:

expected dividend yield:

expected life in years:

and correlation:

For Fiscal 2020, the grant date fair value of each RSU is $0.91 per share based on the most recent closing price of our common stock as of the grant date of July 16, 2020.

For Fiscal 2019, the grant date fair value of each RSU is $0.9421 per share based on the most recent closing price of our common stock as of the grant date of July 30, 2019, and the grant date fair value of each PRSU is $1.15 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using a Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted:

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted on July 30, 2019:

expected risk free interest rate:

6 unchanged sentences

For Fiscal 2020, these amounts represent the aggregate grant date fair value of stock options and PSOs which was estimated using the Black-Scholes option pricing model.

The following assumptions were used to value the stock options granted July 16, 2020:

The following assumptions were used to value the stock options granted on July 16, 2020:

exercise price:

4 unchanged sentences

and Black-Scholes value:

The following assumptions were used to value the PSOs granted July 16, 2020:

The following assumptions were used to value the PSOs granted on July 16, 2020:

exercise price:

4 unchanged sentences

and Black-Scholes value:

For Fiscal 2018 and 2019, these amounts represent the aggregate grant date fair value of stock options which was estimated using the Black-Scholes option pricing model.

For Fiscal 2019, these amounts represent the aggregate grant date fair value of stock options which was estimated using the Black-Scholes option pricing model.

This amount represents the aggregate grant date fair value of RSUs and PRSUs granted on July 21, 2021.

This amount represents the grant date fair value of the RSUs granted to Mr.

8 unchanged sentences

Melbye on July 16, 2020.

Obara was appointed as Secretary, Treasurer and Chief Financial Officer effective October 29, 2015.

The Company pays Mr.

2 unchanged sentences

Obara, the compensation was converted from Canadian currency to U.S.

currency at the Bank of Canada noon buying rate for the years ended July 31.

currency at the Bank of Canada rate for the years ended July 31 st .

Grants of Plan Based Awards

3 unchanged sentences

All Other Stock

Shares of Stock

Shares of Stock or

All Other Option

Securities Underlying

Grant Date Fair

Value of Stock and

Option Awards

Number of Securities Underlying

Grant Date Fair Value

of Stock and Option

July 21, 2021

2 unchanged sentences

July 21, 2021

July 16, 2020

Secretary, Treasurer and Chief

July 16, 2020

Financial Officer

Secretary, Treasurer and Chief Financial Officer

July 21, 2021

2 unchanged sentences

July 21, 2021

July 16, 2020

Option – refers to stock options granted under our 2020 Plan.

PSO – refers to performance stock options granted under our 2020 Plan.

RSU – refers to restricted stock units granted under our 2020 Plan.

These amounts represent the grant date fair value of the stock options which was estimated using the Black-Scholes option pricing model.

The following assumptions were used to value the stock options granted July 16, 2020:

exercise price:

expected risk free interest rate:

expected annual volatility:

expected life in years:

expected annual dividend yield:

and Black-Scholes value:

These amounts represent the grant date fair value of the PSOs which was estimated using the Black-Scholes option pricing model.

The following assumptions were used to value the PSOs granted July 16, 2020:

exercise price:

RSU – refers to restricted stock units granted under our Stock Incentive Plan.

PRSU – refers to performance based restricted stock units granted under our Stock Incentive Plan.

The grant date fair value of each RSU is $2.15 per share based on the most recent closing price of our common stock as of the grant date of July 21, 2021.

The grant date fair value of each PRSU is $2.48 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted:

expected risk free interest rate:

expected annual volatility:

expected volatility:

expected dividend yield:

expected life in years:

expected annual dividend yield:

and Black-Scholes value:

The grant date fair value of each RSU is $0.91 per share based on the most recent closing price of our common stock as of the grant date of July 16, 2020.

and correlation:

Outstanding Equity Awards

The following table sets forth information as at Fiscal 2020, relating to equity awards that have been granted to the Named Executive Officers:

The following table sets forth information as at July 31, 2021, relating to equity awards that have been granted to the Named Executive Officers:

Option Awards

Securities Underlying Unexercised

Unexercisable

Option Exercise

Units of Stock

Underlying Unexercised

Number of Securities Underlying Unexercised Options Unexercisable

Expiration Date

Units of Stock

Payout Value of Unearned

July 28, 2015

July 28, 2021

That Have Not

Equity Incentive Plan Awards:

Number of Unearned Shares or Units of Stock That Have Not Vested

Equity Incentive

Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested

August 22, 2017

26 unchanged sentences

July 21, 2021

January 12, 2016

January 12, 2021

August 2, 2016

August 2, 2021

July 30, 2019

July 21, 2021

August 22, 2017

11 unchanged sentences

July 21, 2021

Option – refers to stock options granted under our 2020 Plan.

PSO – refers to performance stock options granted under our 2020 Plan.

RSU – refers to restricted stock units granted under our 2020 Plan.

PRSU – refers to performance based restricted stock units granted under our 2020 Plan.

RSUs granted July 30, 2019 vest in substantially equal installments on each of July 30, 2020, 2021 and 2022.

RSUs granted July 16, 2020 vest one-half on July 16, 2021 and one-half in substantially equal installments on each of July 16, 2021, 2022 and 2023.

The value shown is based on the closing price of our common stock of $0.97 on July 31, 2020.

Represents unearned shares under PRSUs granted on July 30, 2019.

The PRSUs accrue one-quarter on each of July 30, 2020, 2021 and 2022 depending on one-year relative TSR performance and one-quarter on July 30, 2022 depending on three-year relative TSR performance.

90,001 PRSUs and their underlying shares were earned in Fiscal 2020:

that being Amir Adnani for 60,675;

Pat Obara for 20,225;

and Scott Melbye for 9,101 PRSUs.

July 30, 2019

July 21, 2021

Option – refers to stock options granted under our Stock Incentive Plan.

PSO – refers to performance stock options granted under our Stock Incentive Plan.

RSU – refers to restricted stock units granted under our Stock Incentive Plan.

PRSU – refers to performance based restricted stock units granted under our Stock Incentive Plan.

RSUs granted on July 30, 2019 vest in substantially equal installments on each of July 30, 2020, 2021 and 2022.

RSUs granted on July 16, 2020 vest one-half on July 16, 2021 and one-half in substantially equal installments on each of July 16, 2021, 2022 and 2023.

RSUs granted on July 21, 2021 vest in substantially equal installments on each of July 21, 2022, 2023 and 2024.

The value shown is based on the closing price of our common stock of $2.17 per share on July 30, 2021, the last business day of the fiscal year.

Represents unearned shares under target PRSUs granted on July 30, 2019 and on July 21, 2021.

The PRSUs granted on July 30, 2019 accrue one-quarter on each of July 30, 2020, 2021 and 2022 depending on a one-year relative TSR performance and one-quarter on July 30, 2022 depending on a three-year relative TSR performance.

312,501 PRSUs and their underlying shares were earned as of July 31, 2021:

that being 210,675 PRSUs for Amir Adnani;

70,225 PRSUs for Pat Obara;

and 31,601 PRSUs for Scott Melbye.

The vested PRSUs accrue annually and settle after 36 months.

The grant date fair value of each PRSU is $1.15 per share, which incorporates the potential to vest, depending on performance, from 0% to 200% of the number of PRSU units.

The fair value of each PRSU was calculated using a Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted:

The PRSUs granted on July 21, 2021 cliff vest on July 21, 2024 depending on a three-year relative TSR performance.

The grant date fair value of each PRSU granted on July 30, 2019 is $1.15 per unit, which incorporates the potential to vest, depending on performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted on July 30, 2019:

expected risk free interest rate:

5 unchanged sentences

and correlation:

The grant date fair value of each PRSU granted on July 21, 2021 is $2.48 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted on July 21, 2021:

expected risk free interest rate:

expected volatility:

expected dividend yield:

expected life in years:

and correlation:

Option Exercises and Stock Vested

1 unchanged sentence

Option Awards

Number of Shares Acquired on Exercise

Value Realized on Exercise ($)

Number of Shares Acquired on

Value Realized on

Number of Shares Acquired on Vesting

Value Realized on Vesting (1) ($)

Value Realized on

Vesting (*) ($)

Amir Adnani, President and Chief Executive Officer

1 unchanged sentence

Scott Melbye, Executive Vice President

This amount represents the number of RSUs vested multiplied by the closing price of our common stock as of the vesting date, and is calculated before payment of any applicable withholding taxes.

These amounts represent the number of RSUs vested multiplied by the closing price of our common stock on each of the vesting dates and is calculated before payment of any applicable withholding taxes.

No Pension Benefits

3 unchanged sentences

Director Compensation

Directors receive cash and equity compensation for their annual service.

Our directors receive an annual retainer consisting of cash and equity compensation for their annual service.

The value and form of equity awards granted to each director is based on the experience of the director, time spent on Company matters and the compensation paid to directors of other companies in the industry.

In Fiscal 2020 stock options awarded to the directors vest over 24 months.

RSUs granted to Mr.

Abraham, the Chairman of the Company, vest over 36 months.

In Fiscal 2021 stock options were awarded to the directors.

The stock options vest over 24 months.

RSUs and a cash bonus were awarded to Mr.

Abraham, the Chairman of the Company.

The RSUs vest over 36 months.

Restricted stock awards were granted as a bonus to Messrs.

1 unchanged sentence

Ballesta, the independent directors of the Company.

Stock awards were issued in lieu of cash compensation in order to reduce cash outlays.

The following table sets forth information relating to compensation paid to our directors for Fiscal 2021:

3 unchanged sentences

Spencer Abraham

Gloria Ballesta

Vincent Della Volpe

Gloria Ballesta

Information for Mr.

Adnani is disclosed above in the “Summary Compensation Table” and is not reported in the “Director Compensation” table of this Annual Report.

These amounts represent the fair value of the shares at the date of issuance.

These amounts include the following restitution payments:

These amounts represent the grant date fair value of the stock options which was estimated using the Black-Scholes option pricing model.

The following assumptions were used to value the stock options granted July 16, 2020:

The following assumptions were used to value the stock options granted on July 21, 2021:

exercise price:

4 unchanged sentences

and Black-Scholes value:

These amounts include:

(i) stock issued in lieu of cash compensation in order to reduce cash outlays;

and (ii) RSUs granted to Mr.

This amount represents the grant date fair value of RSUs granted to Mr.

Abraham on July 21, 2021.

The RSUs granted July 16, 2020 vest one-half on July 16, 2021 and one-half in substantially equal installments on each of July 16, 2021, 2022 and 2023.

These amounts include (i) stock issued in lieu of cash compensation in order to reduce cash outlays;

and (ii) stock awards granted as a bonus on July 16, 2020.

RSUs granted on July 21, 2021 vest in substantially equal installments on each of July 21, 2022, 2023 and 2024.

This amount represents a discretionary bonus paid in the fiscal year.

These amounts include stock awards granted as a bonus on July 21, 2021.

As at July 31, 2021, our directors held stock options to acquire an aggregate of 3,337,488 shares of our common stock as follows:

2 unchanged sentences

2,115,000 stock options including PSOs;

Vincent Della Volpe:

209,430 stock options;

Vincent Della Volpe:

245,270 stock options;

4 unchanged sentences

Abraham served as Executive Chairman from October 14, 2015 to March 2, 2017, and as Chairman of our Advisory Board from December 2012 to October 2015.

Abraham is retained according to an appointment letter with our Company and is to be compensated at a rate of $10,833 per month, paid in monthly installments, and $20,000 per year, paid in quarterly installments, for his services as a director of the Company.

Abraham is retained according to an appointment letter with our Company and, prior to May 31, 2021, was to be compensated at a rate of $10,833 per month, paid in monthly installments, and $20,000 per year, paid in quarterly installments, for his services as a director of the Company.

Effective from May 1, 2016, and again effective on April 1, 2020, the fees payable to Mr.

Abraham were reduced on a non-accrued basis as more particularly described under “Director Services Agreement” herein.

Effective on October 1, 2020, the fees payable were reinstated to the levels in effect prior to April 1, 2020.

Abraham were reduced on a non-accrued basis.

Effective on October 1, 2020 and again effective on May 31, 2021:

(i) the monthly fee payable to Mr.

Abraham was reinstated to the level in effect prior to April 1, 2020 and May 1, 2016, respectively;

and (ii) the annual fee payable to Mr.

Abraham was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively.

Effective on May 31, 2021 the annual fee payable to Mr.

Abraham was increased to $30,000.

The compensation paid to Mr.

Abraham is more particularly described below under “Director Services Agreement”.

Amir Adnani serves as the Company’s Chief Executive Officer, President and a director.

6 unchanged sentences

Della Volpe serves as Chairman of each of the Company’s Compensation Committee and Corporate Governance and Nominating Committee.

The Company’s independent directors are retained on a yearly basis for their services and are paid quarterly based on annual retainer fees, which are as follows:

David Kong (CA$25,000 per year);

Vincent Della Volpe ($20,000 per year);

Ganpat Mani ($20,000 per year);

and Gloria Ballesta (CA$20,000 per year).

Effective from May 1, 2016 retainer fees paid to our independent directors were reduced on a non-accrued basis as follows:

David Kong (CA$22,500 per year);

Vincent Della Volpe ($18,000 per year);

Ganpat Mani ($18,000 per year);

and Gloria Ballesta (CA$18,000 per year), of which a portion of fees were paid in shares of common stock of our Company.

Effective from April 1, 2020, due to the COVID-19 pandemic, retainer fees paid to our independent directors were reduced on a non-accrued basis as follows:

David Kong (CA$14,625 per year);

Vincent Della Volpe ($11,700 per year);

Ganpat Mani ($11,700 per year);

and Gloria Ballesta (CA$11,700 per year).

Effective on October 1, 2020, the retainer fees payable were reinstated to the levels in effect prior to April 1, 2020.

The Company’s independent directors are retained on a yearly basis for their services and are paid quarterly based on annual retainer fees, which prior to May 31, 2021 were as follows:

CA$25,000 per year;

Vincent Della Volpe:

$20,000 per year;

and Gloria Ballesta:

CA$20,000 per year.

Effective from May 1, 2016, the retainer fees paid to our independent directors were reduced on a non-accrued basis as follows:

CA$22,500 per year;

Vincent Della Volpe:

$18,000 per year;

and Gloria Ballesta:

CA$18,000 per year;

of which a portion of fees were paid in shares of common stock of our Company.

Effective from April 1, 2020, due to the COVID-19 pandemic, the retainer fees paid to our independent directors were reduced on a non-accrued basis as follows:

CA$14,625 per year;

Vincent Della Volpe:

$11,700 per year;

and Gloria Ballesta:

CA$11,700 per year.

Effective on October 1, 2020 and again effective on May 31, 2021, the annual retainer fees paid to our independent directors were reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively.

Effective from May 31, 2021, the annual retainer fees paid to our independent directors were increased as follows:

CA$30,000 per year;

Vincent Della Volpe:

$30,000 per year;

$25,000 per year;

and Gloria Ballesta:

CA$30,000 per year.

The amounts listed above are all-inclusive retainer fees and there are no additional committee and/or chairmanship fees or meeting attendance fees.

In addition to such retainers, directors may, from time to time, receive bonus payments or equity compensation, which is granted on a discretionary basis.

The amount of any bonus payments or the value and form of equity compensation is based on the experience of the director, time spent on Company matters and a comparison of the compensation paid to directors of other companies in the industry.

In addition to such retainers, our directors may, from time to time, receive bonus payments or equity compensation, which is granted on a discretionary basis.

The amount of any bonus payments or the value and form of equity compensation granted is based on the experience of the director, time spent on Company matters and a comparison of the compensation paid to directors of other companies in the industry.

Standard retainer amounts paid to directors, as well as any bonus payments and equity compensation, are determined by the Company’s Compensation Committee and ratified by the Board of Directors.

3 unchanged sentences

the median of the annual total compensation of all employees of our Company (other than our CEO) was $64,190;

the annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this Annual Report, was $1,488,665.

the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $1,635,553.

Based on this information, for Fiscal 2021 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 25 to 1.

1 unchanged sentence

Our compensation program consists of both fixed and variable components and is designed to motivate all employees to produce superior short and long-term corporate performance.

The ratio of our CEO’s base compensation to the base compensation of our median employee was approximately 22 to 1 because the fixed portion of our CEO’s compensation was positioned near the 50th percentile of his position per the review conducted by GGA.

Given our CEO’s level of responsibility, experience and potential, the Compensation Committee awards him a mix of compensation with a higher variable component (i.e., annual company bonus, stock options, PSOs, RSUs and PRSUs) that is based upon individual performance.

The ratio of our CEO’s base compensation to the base compensation of our median employee was approximately 25 to 1 because our compensation philosophy aims to position the fixed portion of our CEO’s compensation near the 50 th percentile of his position per the review conducted by GGA.

Given our CEO’s level of responsibility, experience and potential, the Compensation Committee awards him a mix of compensation with a higher variable component (i.e., annual bonus, PSOs, RSUs and PRSUs) that is based upon individual performance.

As a result, a substantial percentage of our CEO’s total compensation is at risk every year, providing our CEO with greater incentive to increase shareholder value and improve corporate performance over the long term.

2 unchanged sentences

we determined that, as of July 31, 2021, our employee population consisted of approximately 47 individuals working for us and our consolidated subsidiaries, with approximately 52% of these individuals located in the United States, 22% in Canada and 26% in Paraguay.

This population consisted of our full-time, part-time and temporary employees.

We do not have seasonal employees;

This population consisted of our full-time employees.

We do not have part-time, temporary and seasonal employees;

to identify the median employee from our employee population, we examined the annual base compensation and annual bonus target for Fiscal 2021 for all full-time, part-time and temporary employees employed by us and our consolidated subsidiaries at the start of business on July 31, 2021.

2 unchanged sentences

no adjustments were made for cost-of-living differences;

an average exchange rate for U.S.

an average exchange rate for the U.S.

dollar for Fiscal 2021 was applied to compensation reported in a foreign currency;

1 unchanged sentence

Once we identified our median employee, we combined all of the elements of such employee’s compensation for Fiscal 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $64,190.

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our “Summary Compensation Table” included in this Annual Report.

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our “Summary Compensation Table” included above.

The CEO Pay Ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above.

19 unchanged sentences

was reduced on a non-accrued basis from its original and stated amount to $16,830.

Effective on October 1, 2020, the monthly fee payable was reinstated to the level in effect prior to April 1, 2020.

Effective on October 1, 2020 and again effective on May 31, 2021, the monthly fee payable to Adnani Corp.

was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively.

Effective on May 31, 2021 the monthly fee payable to Adnani Corp.

was increased to $36,666.

If the Company elects to not renew the Adnani Agreement, and provided that Adnani Corp.

51 unchanged sentences

Melbye was reduced on a non-accrued basis from its original and stated amount to $12,187.50.

Effective on October 1, 2020, the monthly fee payable was reinstated to the level in effect prior to April 1, 2020.

Effective on October 1, 2020 and again effective on May 31, 2021, the monthly fee payable to Mr.

Melbye was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively.

If the Company elects to not renew the Melbye Agreement, and provided that Mr.

52 unchanged sentences

Pursuant to the terms and provisions of the Obara Agreement:

(i) Pat Obara provides various services to the Company which are in addition to his duties and responsibilities as our Secretary, Treasurer and Chief Financial Officer of the Company;

Obara provides various services to the Company which are in addition to his duties and responsibilities as our Secretary, Treasurer and Chief Financial Officer;

and (ii) we shall pay to Mr.

4 unchanged sentences

Obara was reduced on a non-accrued basis from its original and stated amount to CA$8,043.75.

Effective on October 1, 2020, the monthly fee payable was reinstated to the level in effect prior to April 1, 2020.

Effective on October 1, 2020 and again effective on May 31, 2021, the monthly fee payable to Mr.

Obara was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively.

Effective on May 31, 2021 the monthly fee payable to Mr.

Obara was increased to CA$15,000.

If the Company elects to not renew the Obara Agreement or any party elects to terminate the Obara Agreement, Mr.

20 unchanged sentences

However, the Company’s and Mr.

Obara’s ongoing obligations remain as contemplated and set forth in the Obara Agreement.

Obara’s ongoing obligations remain as contemplated and as set forth in the Obara Agreement.

Director Services Agreement

17 unchanged sentences

Abraham was reduced on a non-accrued basis, from its original and stated amount to $11,700.

Effective on October 1, 2020, the fees payable were reinstated to the levels in effect prior to April 1, 2020.

Effective on October 1, 2020 and again effective on May 31, 2021:

(i) the monthly fee payable to Mr.

Abraham was reinstated to the level in effect prior to April 1, 2020 and May 1, 2016, respectively;

and (ii) the annual fee payable to Mr.

Abraham was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively.

Effective on May 31, 2021 the annual fee payable to Mr.

Abraham was increased to $30,000.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

16 unchanged sentences

Corpus Christi, Texas, U.S.A., 78401

1030 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 2Y3

Vincent Della Volpe

1 unchanged sentence

Corpus Christi, Texas, U.S.A., 78401

1030 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 2Y3

500 North Shoreline Boulevard, Suite 800N

5 unchanged sentences

Vancouver, British Columbia, Canada, V6E 2Y3

1,099,716 (8)

500 North Shoreline Boulevard, Suite 800N

Corpus Christi, Texas, U.S.A., 78401

1,033,976 (9)

All directors and executive officers as a group

15 unchanged sentences

This figure represents (i) 3,096,402 shares of common stock, (ii) 3,000 shares of common stock held of record by Mr.

Adnani’s wife, (iii) stock options to purchase 1,158,750 shares of our common stock, which have vested or will vest within 60 days of the date hereof, and (iv) performance based restricted stock units to receive 60,675 shares of our common stock on settlement, which have vested.

Adnani’s wife, (iii) stock options to purchase 1,473,333 shares of our common stock, which have vested or will vest within 60 days of the date hereof, and (iv) PSRUs to receive 210,675 shares of our common stock on settlement, which have vested.

This figure represents (i) 444,729 shares of common stock and (ii) stock options to purchase 8,020 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 130,586 shares of common stock and (ii) stock options to purchase 133,054 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 136,958 shares of common stock, (ii) 7,000 shares of common stock held of record by Mr.

Kong’s wife and (iii) stock options to purchase 184,375 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 285,047 shares of common stock and (ii) stock options to purchase 168,159 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 192,756 shares of common stock and (ii) stock options to purchase 167,913 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 387,736 shares of common stock, (ii) stock options to purchase 383,625 shares of our common stock, which have vested or will vest within 60 days of the date hereof and (iii) performance based restricted stock units to receive 20,225 shares of our common stock on settlement, which have vested.

This figure represents (i) 314,012 shares of common stock, (ii) stock options to purchase 578,125 shares of our common stock, which have vested or will vest within 60 days of the date hereof and (iii) performance based restricted stock units to receive 9,101 shares of our common stock on settlement, which have vested.

This figure represents (i) 4,219,162 shares of common stock, (ii) stock options to purchase 3,098,000 shares of our common stock, which have vested or will vest within 60 days of the date hereof and (iii) performance based restricted stock units to receive 90,001 shares of our common stock on settlement, which have vested.

This information is based on a Form 13F filed with the SEC by BlackRock Inc.

on August 14, 2020.

This figure represents (i) 74,394 shares of common stock and (ii) stock options to purchase 193,791 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 503,658 shares of common stock, (ii) stock options to purchase 525,833 shares of our common stock, which have vested or will vest within 60 days of the date hereof and (iii) PRSUs to receive 70,225 shares of our common stock on settlement, which have vested.

This figure represents (i) 599,875 shares of common stock, (ii) stock options to purchase 402,500 shares of our common stock, which have vested or will vest within 60 days of the date hereof and (iii) PRSUs to receive 31,601 shares of our common stock on settlement, which have vested.

This figure represents (i) 5,330,447 shares of common stock, (ii) stock options to purchase 3,072,603 shares of our common stock, which have vested or will vest within 60 days of the date hereof and (iii) PRSUs to receive 312,501 shares of our common stock on settlement, which have vested.

This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc.

on February 1, 2021.

Changes in Control

3 unchanged sentences

Except as described in this Annual Report, the Company was not involved in any transactions during Fiscal 2021, and is not involved in any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000 in which a related person had or will have a direct or indirect material interest.

During Fiscal 2020, we incurred $98,150 (Fiscal 2019:

$149,692 and Fiscal 2018:

$148,081) in general and administrative expenses due to Blender Media Inc.

During Fiscal 2021 and Fiscal 2020, we incurred $77,033 and $98,150, respectively, in general and administrative expenses due to Blender Media Inc.

(“Blender”), a company controlled by Arash Adnani, a direct family member of our President and Chief Executive Officer, for various services including information technology, corporate branding, media, website design, maintenance and hosting, provided to our Company.

During Fiscal 2018, we issued 104,706 shares with a fair value of $141,678 as settlement of the equivalent amounts owed to Blender.

Our President and Chief Executive Officer does not sit on any of our Board of Directors’ key committees:

Audit Committee, Compensation Committee or Corporate Governance and Nominating Committee.

Blender is an award-winning design agency and a leader of investor marketing in North America.

Blender works with over 500 private and publicly traded companies on all major stock exchanges including the NYSE, NASDAQ and TSX.

At July 31, 2021, amounts owed to Blender totaled $843 (July 31, 2020:

3 unchanged sentences

Director Independence

The Board of Directors has determined that Vincent Della Volpe, David Kong, Ganpat Mani and Gloria Ballesta each qualify as independent directors under the listing standards of the NYSE American.

The Board of Directors has determined that David Kong, Vincent Della Volpe, Ganpat Mani and Gloria Ballesta each qualify as independent directors under the listing standards of the NYSE American.

Principal Accounting Fees and Services

Ernst & Young LLP served as our independent registered public accounting firm for Fiscal 2019 and from August 2019 to April 2020 and audited our financial statements for the fiscal year ended July 31,2019.

PricewaterhouseCoopers LLP serves as our independent registered public accounting firm from May 2020 and audited our financial statements for the fiscal year ended July 31, 2020.

PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since May 29, 2020 and audited our financial statements for the fiscal years ended July 31, 2021 and 2020.

Ernst & Young LLP served as our independent registered public accounting firm during the fiscal year ended July 31, 2020 and until May 29, 2020.

Aggregate fees for professional services rendered to us by our auditors for our last two years are set forth below:

11 unchanged sentences

The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve, on a case-by-case basis, non-audit services to be performed by the Company’s independent auditor.

The Audit Committee has approved all audit and permitted non-audit services performed by its independent auditor, PricewaterhouseCoopers LLP, and its former independent auditor, Ernst & Young LLP for Fiscal 2020.

The Audit Committee has approved all audit and permitted non-audit services performed by its independent auditor, PricewaterhouseCoopers LLP, for Fiscal 2021.

Exhibits, Financial Statement Schedules

134 unchanged sentences

Form of Warrant (56)

Engagement Agreement, dated as of March 16, 2021, as amended on March 18, 2021, by and between Uranium Energy Corp., H.C.

Wainwright & Co., LLC, Haywood Securities Inc., TD Securities (USA) LLC and Roth Capital Partners, LLC (57)

Form of Securities Purchase Agreement, dated as of March 17, 2021, by and between Uranium Energy Corp.

and the investors in the offering (57)

Engagement Agreement, dated as of April 5, 2021, between Uranium Energy Corp.

Wainwright & Co., LLC.

Form of Securities Purchase Agreement, dated as of April 5, 2021, by and between Uranium Energy Corp.

and the investors in the offering.

At The Market Offering Agreement, dated May 14, 2021 by and between Uranium Energy Corp., H.C.

Wainwright & Co., LLC, TD Securities (USA) Inc., Haywood Securities (USA) Inc., Roth Capital Partners, LLC, Eight Capital and BMO Capital Markets Corp.

Subsidiaries of Uranium Energy Corp.

Consent of Independent Auditors, PricewaterhouseCoopers LLP *

Consent of Independent Auditors, Ernst & Young LLP *

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) *

65 unchanged sentences

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 21, 2020.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2021.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 8, 2021.

Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on May 17, 2021.

URANIUM ENERGY CORP.

7 unchanged sentences

Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Uranium Energy Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Uranium Energy Corp.

and its subsidiaries (together, the Company) as of July 31, 2020 and the related consolidated statements of operations and comprehensive loss, cash flows and stockholders' equity for the year then ended, including the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2020 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, Canada

October 28, 2020

We have served as the Company's auditor since 2020.

PricewaterhouseCoopers LLP

PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7

+1 604 806 7000, F:

+1 604 806 7806

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Uranium Energy Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Uranium Energy Corp.

(the Company) as of July 31, 2019, the related consolidated statements of operations and comprehensive loss, cash flows and stockholders' equity for each of the two years in the period ended July 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at July 31, 2019, and the results of its operations and its cash flows for each of the two years in the period ended July 31, 2019, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

Chartered Professional Accountants

We served as the Company's auditor from 2007 to 2020.

Vancouver, Canada

October 14, 2019

URANIUM ENERGY CORP.

4 unchanged sentences

Cash and cash equivalents

Term deposits

Prepaid expenses and deposits

8 unchanged sentences

Accounts payable and accrued liabilities

Other current liabilities

Due to a related party

Other current liabilities

Current portion of other loans payable

Current portion of long-term debt

TOTAL CURRENT LIABILITIES

LONG-TERM DEBT

GOVERNMENT LOAN PAYABLE

OTHER LOANS PAYABLE

ASSET RETIREMENT OBLIGATIONS

9 unchanged sentences

Accumulated deficit

Accumulated other comprehensive (loss) income

Accumulated other comprehensive income (loss)

TOTAL LIABILITIES AND EQUITY

SUBSEQUENT EVENT

SUBSEQUENT EVENTS

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

10 unchanged sentences

Interest expenses and finance costs

Income (loss) from equity-accounted investment

Gain (loss) on disposition of assets

OTHER EXPENSES

Income from equity-accounted investment

Gain on loan extinguishment

(Loss) gain on disposition of assets

OTHER INCOME (EXPENSES)

LOSS BEFORE INCOME TAXES

DEFERRED TAX BENEFITS

DEFERRED TAX BENEFIT

NET LOSS FOR THE YEAR

OTHER COMPREHENSIVE (LOSS) INCOME, NET OF INCOME TAXES

OTHER COMPREHENSIVE INCOME (LOSS)

Translation gain (loss)

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

7 unchanged sentences

OPERATING ACTIVITIES

Net loss for the period

Net loss for the year

Adjustments to reconcile net loss to cash flows in operating activities

2 unchanged sentences

Amortization of long-term debt discount

Re-valuation of asset retirement obligations

(Gain) loss on disposition of assets

(Income) loss from equity-accounted investment

Loss (gain) on disposition of assets

Gain on loan extinguishment

Income from equity-accounted investment

Deferred tax benefits

Realized loss on available-for-sale securities

Reimbursable Expenses for Reno Creek acquisition

Changes in operating assets and liabilities

6 unchanged sentences

FINANCING ACTIVITIES

Proceeds from share issuance, net of issuance costs

Proceeds from share issuances, net of issuance costs

Repayments of long-term debt

Repayments of other loans

Proceeds from government loans

Cash paid for withholding amounts on RSU shares

NET CASH PROVIDED BY FINANCING ACTIVITIES

INVESTING ACTIVITIES

Net cash and restricted cash received from a mineral property acquisition

Investment in mineral rights and properties

Purchase of property, plant and equipment

Increase in other non-current assets

Purchase of additional interest in equity-accounted investment

Investment in term deposits

1 unchanged sentence

Proceeds from disposition of assets

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

SUPPLEMENTAL CASH FLOW INFORMATION

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR

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

7 unchanged sentences

Balance, July 31, 2019

Issued upon exercise of stock options

Issued upon exercise of warrants

Issued for credit facility

Issued in connection with mineral property acquisitions

Issued for advance royalty payment

Issued for settlement of liabilities

Issued as anniversary fees for credit facility

Issued (accrued) upon vesting of RSUs and PRSUs

Stock-based compensation

2 unchanged sentences

Amortization of stock-based compensation

Issued in connection with mineral property acquisition

Issued for consulting services

Net loss for the year

Other comprehensive income

Other comprehensive loss

Balance, July 31, 2020

Issued for equity financing, net of issuance costs

Issued under direct offerings, net of issuance costs

Issued under ATM offerings, net of issuance costs

Issued as anniversary fees for credit facility

Issued (accrued) upon vesting of RSUs and PRSUs

Issued upon exercise of stock options

Issued upon exercise of warrants

Issued in exchange of warrants pursuant to Securities Exchange Agreement

Issued for credit facility

Stock-based compensation

2 unchanged sentences

Amortization of stock-based compensation

Issued for equity financing

Exchanged for common stock pursuant to Securities Exchange Agreement

Difference from Securities Exchange Agreement

Issued in connection with September 2020 Offering

Issued in connection with a direct offering as issuance costs

Net loss for the year

Reclassification upon adoption of ASU No.

Other comprehensive income

2 unchanged sentences

URANIUM ENERGY CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Additional Paid-

Share Issuance

Accumulated Other

Comprehensive

Stockholders'

Income (Loss)

Balance, July 31, 2019

Issued for credit facility

Issued (accrued) upon vesting of RSUs and PRSUs

Stock-based compensation

Common stock issued for consulting services

Common stock issued under Stock Incentive Plan

Amortization of stock-based compensation

Issued for consulting services

Net loss for the year

Other comprehensive loss

Balance, July 31, 2020

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5 unchanged sentences

and its subsidiary companies and a controlled partnership (collectively, the “Company”) are engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium and titanium concentrates, on projects located in the United States, Canada and Paraguay.

At July 31, 2020, we had a working capital of $4.6 million including cash and cash equivalents of $5.1 million.

Subsequent to July 31, 2020, we completed a public offering (the “September 2020 Offering”) of 12,500,000 units at a price of $1.20 per unit for gross proceeds of $15 million, which substantially increased our cash and cash equivalent and improved our working capital position.

Refer to Note 13:

Capital Stock herein.

As a consequence, our existing cash resources and cash received from the September 2020 Offering are expected to provide sufficient funds to carry out our planned operations for 12 months from the date that our consolidated financial statements are issued.

As at July 31, 2021, we had working capital of $61.8 million including cash and cash equivalents of $44.3 million and uranium inventory holdings of $29.0 million.

Subsequent to July 31, 2021, we received further cash proceeds of $62.7 million under the 2021 ATM Offering (refer to Note 13:

Capital Stock).

During the year ended and subsequent to July 31, 2021, we entered into various uranium purchase agreements under our Physical Uranium Portfolio, under which $22.0 million of uranium purchase commitments will become due in the next 12 months from the date that our audited consolidated financial statements are issued (refer to Note 3:

Inventories).

In addition, as at July 31, 2021, we had $10.0 million of term debt with a maturity date on January 31, 2022.

We believe our existing cash resources will provide sufficient funds to fulfill our uranium inventory purchase commitments, repay our $10.0 million principal debt amount when it becomes due, and carry out our planned operations for 12 months from the date that our audited consolidated financial statements are issued.

Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial.

10 unchanged sentences

Furthermore, we have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in-situ recovery (“ISR”) mining, such as the Palangana Mine.

As a result, and despite the fact that we commenced extraction of mineralized materials at the Palangana Mine in November 2010, we remain in the Exploration Stage as defined under Industry Guide 7 and will continue to remain in the Exploration Stage until such time proven or probable reserves have been established.

As a result, and despite the fact that we commenced extraction of mineralized materials at the Palangana Mine in November 2010, we remain in the Exploration Stage as defined by the SEC and will continue to remain in the Exploration Stage until such time proven or probable reserves have been established.

Beginning with our annual report on Form 10-K for the year ending July 31, 2022, we will report our mineral holdings in accordance with the SEC’s Subpart 1300 of Regulation S-K.

Since we commenced extraction of mineralized materials at the Palangana Mine without having established proven or probable reserves, any mineralized materials established or extracted from the Palangana Mine should not in any way be associated with having established or produced from proven or probable reserves.

In accordance with U.S.

GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time we exit the Exploration Stage by establishing proven or probable reserves.

GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as we exit the Exploration Stage by establishing proven or probable reserves.

Expenditures relating to exploration activities, such as drill programs to establish mineralized materials, are expensed as incurred.

3 unchanged sentences

JULY 31, 2021

Companies in the Production Stage as defined under Industry Guide 7, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold.

We are in the Exploration Stage which has resulted in our Company reporting larger losses than if it had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to ongoing mill and mine development activities.

Companies in the Production Stage as defined by the SEC, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold.

Additionally, there would be no corresponding depletion allocated to future reporting periods of our Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we had been in the Production Stage.

3 unchanged sentences

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reported periods.

Significant areas requiring management’s estimates and assumptions include valuation and measurement of impairment losses on mineral rights and properties, valuation of stock-based compensation and asset retirement obligations.

GAAP requires management to make judgement, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reported periods.

Significant areas requiring management’s judgement, estimates and assumptions include valuation and measurement of impairment losses on mineral rights and properties, valuation of stock-based compensation and asset retirement obligations.

Other areas requiring estimates include allocations of expenditures to inventories, depletion and amortization of mineral rights and properties and depreciation of property, plant and equipment.

4 unchanged sentences

and Cue Resources Ltd., maintain their accounting records in their local currency, the Canadian dollar.

Piedra Rica Mining S.A., Transandes Paraguay S.A., MYNM, Trier S.A.

and other Paraguayan subsidiaries maintain their accounting records in their local currency, the Paraguayan Guarani.

Piedra Rica Mining S.A., Transandes Paraguay S.A., Metalicos Y No Metalicos S.R.L., and Trier S.A.

maintain their accounting records in their local currency, the Paraguayan Guarani.

In accordance with ASC 830:

8 unchanged sentences

Change in fair value of the available-for-sale investments are recorded in other comprehensive income (loss).

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

Fair Value Measurement

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are described below:

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;

Level 2 Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities;

Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The financial instruments, including cash and cash equivalents, term deposits, restricted cash, accounts payable and accrued liabilities and due to related party amounts, are carried at cost, which approximate their fair values due to the immediate or short-term maturity.

Other loans payable and long-term debt are carried at amortized costs which approximate their respective fair values.

Inventories are comprised of supplies, work-in-progress and uranium concentrates (“U 3 O 8 ”) from production and purchased uranium concentrates from the market.

Expenditures related to the extraction and processing of uranium concentrates and depreciation and depletion charges of extraction and processing plant and equipment are capitalized as work-in-progress and uranium concentrates from production.

Costs of purchased uranium concentrates include purchase price and other direct costs incurred during the purchase process.

Inventories are carried at the lower of cost or net realizable value and are charged to cost of sales using the average costing method.

Equity-Accounted Investments

3 unchanged sentences

We periodically evaluate whether declines in fair values of our equity investments below the carrying value are other-than-temporary, and if so, whether an impairment loss is required.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

Other Non-Current Assets

3 unchanged sentences

Right-of-use (“ROU”) assets recognized in connection with recognition of lease liabilities are also included in Other Non-Current Assets.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

Mineral Rights

Acquisition costs of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time proven or probable reserves, as defined by the SEC under Industry Guide 7, are established for that project.

Where proven and probable reserves have been established, in accordance with Industry Guide 7, the project’s capitalized expenditures are depleted over proven and probable reserves using the units-of-production method upon commencement of production.

Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves using the units-of-production method upon commencement of production.

Where proven and probable reserves have not been established, the project’s capitalized expenditures are depleted over the estimated extraction life using the straight-line method upon commencement of extraction.

11 unchanged sentences

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Circumstances which could trigger a review include, but are not limited to:

Long-lived assets including mineral rights and property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable.

Management applies judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable giving rise to the requirement to conduct an impairment test.

Circumstances which could trigger an impairment test include, but are not limited to:

significant decreases in the market price of the asset;

significant adverse changes in the business climate or legal factors;

accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset;

significant adverse changes in the business climate or legal factors including significant decreases in uranium prices;

significant increase in reclamation costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset;

current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset;

2 unchanged sentences

When the carrying value of an asset exceeds the related undiscounted cash flows, an impairment loss is recorded by writing down the carrying value of the related asset to its estimated fair value, which is determined using discounted future cash flows or other measures of fair value.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

We account for income taxes under the asset and liability method which requires the recognition of deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities.

We account for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities.

We provide a valuation allowance on deferred tax assets unless it is more likely than not that such assets will be realized.

2 unchanged sentences

We recognize the present value of the future restoration and remediation costs as an asset retirement obligation in the period in which we incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

Asset retirement obligations consist of estimated final well closure, plant and equipment decommissioning and removal and environmental remediation costs to be incurred by our Company in the future.

4 unchanged sentences

Any difference between the recorded asset retirement obligations and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement.

Long- T erm Debt

Long-Term Debt

Long-Term Debt is carried at amortized cost.

10 unchanged sentences

We account for each separate lease component and its associated non-lease components as a single lease component for all of our asset classes.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

Stock-Based Compensation

We measure stock-based awards at fair value on the date of the grant and expense the awards in our Consolidated Statements of Operations and Comprehensive Loss over the requisite service period of employees or consultants.

We measure stock-based awards at fair value on the date of the grant and expense the awards over the requisite service period of employees or consultants.

The fair value of stock options is determined using the Black-Scholes valuation model.

4 unchanged sentences

The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, the Company's performance and related tax impacts.

Earnings (Loss) P er Common Share

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

Earnings (Loss) Per Common Share

Basic earnings or loss per share includes no potential dilution and is computed by dividing the earnings or loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period.

1 unchanged sentence

Since our Company has reported net losses since inception, all outstanding stock options, share purchase warrants, RSUs and PRSUs were excluded from the computation of diluted loss per share as their effects would be anti-dilutive.

Recent ly Adopted Accounting Standards

In February 2016 the Financial Accounting Standards Board (“FASB”) issued ASC 2016-02, “Leases”, (Topic “842”), together with subsequent amendments.

The new standard requires a lessee to recognize on its balance sheet a liability to make lease payments (the lease liability) and ROU asset representing the right to the underlying asset for the lease term.

Effective August 1, 2019, we adopted this new standard using the modified retrospective approach with a cumulative-effect adjustment recorded at the beginning of the period of adoption.

Therefore, upon adoption, we have recognized and measured leases without revising comparative period information or disclosure.

We elected the package of practical expedients permitted under the transition guidance, which applies to expired or existing leases and allows our Company not to reassess whether a contract contains a lease, the lease classification and any initial direct costs incurred.

We elected the following optional practical expedients:

we elected the short-term lease recognition exemption whereby ROU assets and lease liabilities will not be recognized for leasing arrangements with terms less than one year;

we elected the land easements practical expedient whereby existing land easements are not reassessed under the new standard;

we elected hindsight practical expedient when determining lease term;

we elected the practical expedient not to separate non-lease components from lease components.

Based on contracts outstanding at August 1, 2019, the adoption of the new standard resulted in the recognition of operating lease ROU assets of $876,590, including $92,235 reclassified from Prepaid Expenses and Deposits and lease liabilities of $784,355.

Adoption of this standard did not have a material impact to our Consolidated Statements of Operations and Comprehensive Loss and our Consolidated Statements of Cash Flows.

Lease Liabilities herein for additional qualitative and quantitative disclosures related to leasing arrangements.

During Fiscal 2021, we entered into agreements to purchase 3,700,000 pounds of uranium concentrates under our Physical Uranium Portfolio, of which 1,000,000 pounds of uranium concentrates were received.

As at July 31, 2021, costs of uranium concentrate inventories consisted of the following:

July 31, 2021

July 31, 2020

Supplies and work-in-progress

Uranium concentrates from production

Purchased uranium inventories

As at July 31, 2021, our uranium inventory purchase commitments over the next five fiscal years are as the follows:

Purchase Commitments

Total Purchase

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

URANIUM ENERGY CORP.

3 unchanged sentences

Mineral Rights

At July 31, 2020, we had mineral rights in the States of Arizona, Colorado, New Mexico, Texas and Wyoming, in Canada and in Paraguay.

As at July 31, 2021, we had mineral rights in the States of Arizona, Colorado, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay.

These mineral rights were acquired through staking and purchase, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium.

At July 31, 2020, annual maintenance payments of approximately $1,506,000 were required to maintain these mineral rights.

The carrying value of these mineral rights and properties are as follows:

As at July 31, 2021, annual maintenance payments of approximately $3.4 million were required to maintain these mineral rights.

As at July 31, 2021, the carrying value of these mineral rights and properties was as follows:

July 31, 2021

16 unchanged sentences

Accumulated Depletion

Accumulated Amortization

Land Use Agreements

Databases and Land Use Agreements

Accumulated Amortization

We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, for any of our mineral projects.

We have not established proven or probable reserves, as defined by the SEC, for any of our mineral projects.

We have established the existence of mineralized materials for certain uranium projects, including the Palangana Mine.

Since we commenced uranium extraction at the Palangana Mine without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated.

The Palangana Mine has been the Company’s sole source to generate sales revenues from uranium concentrates.

The Palangana Mine generated revenues during Fiscal 2012, Fiscal 2013 and Fiscal 2015, with no sales revenues generated during any other fiscal years.

The economic viability of the Company’s mining activities, including the expected duration and profitability of the Palangana Mine and of any future satellite ISR mines, such as the Burke Hollow and Goliad Projects, located within the South Texas Uranium Belt, and the Reno Creek Project in Wyoming, have many risks and uncertainties.

These include, but are not limited to:

(i) a significant, prolonged decrease in the market price of uranium;

(ii) difficulty in marketing and/or selling uranium concentrates;

(iii) significantly higher than expected capital costs to construct the mine and/or processing plant;

(iv) significantly higher than expected extraction costs;

(v) significantly lower than expected uranium extraction;

(vi) significant delays, reductions or stoppages of uranium extraction activities;

and (vii) the introduction of significantly more stringent regulatory laws and regulations.

Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in profitable mining activities.

URANIUM ENERGY CORP.

1 unchanged sentence

JULY 31, 2021

During the year ended July 31, 2019 (“Fiscal 2019”), we completed a royalty purchase agreement (the "Royalty Purchase Agreement") whereby Uranium Royalty Corp (“URC”) purchased from our Company a 1% net smelter return royalty, for uranium only, on each of our Slick Rock Project, Workman Creek Project and Anderson Project.

URC is an entity investing in the uranium sector over which our Company has the ability to exercise significant influence.

Refer to Note 6:

Equity-Accounted Investment herein.

On December 4, 2018, we closed the Royalty Purchase Agreement and received 12,000,000 common shares of URC (the “Consideration Shares”) with a fair value of $9,077,842.

The fair value of the Consideration Shares, net of transaction costs of $55,787, was allocated to the respective underlying projects based on their identified mineral resources as follows:

Fair value of Consideration Shares

Transaction costs

Net consideration

Net consideration allocation to:

Net Consideration Allocation

Anderson Project

Workman Creek Project

Slick Rock Project

The net consideration allocation amounts have reduced the carrying value of the Anderson Project by $5,683,895, the Workman Creek Project by $1,082,646 and the Slick Rock Project by $676,650.

The net consideration of $2,255,514 allocated to the Slick Rock Project exceeded its then carrying value of $676,650 by $1,578,864, which was recorded as a gain on disposition of asset and included in our Consolidated Statements of Operations and Comprehensive Loss for Fiscal 2019.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

Mineral property expenditures incurred by major projects were as follows:

Mineral property expenditures incurred on our projects were as follows:

Year Ended July 31,

12 unchanged sentences

Other Mineral Property Expenditures

Revaluation of Asset Retirement Obligations

United States Projects

Palangana Mine, Texas

We hold various mining lease and surface use agreements granting us the exclusive right to explore, develop and mine for uranium at the Palangana Mine, a 6,987 acre property located in Duval County, Texas, approximately 100 miles south of our Hobson Processing Facility.

We hold various mining lease and surface use agreements granting us the exclusive right to explore, develop and mine for uranium at the Palangana Mine located in Duval County, Texas, approximately 100 miles south of our Hobson Processing Facility.

These agreements are subject to certain royalty and overriding royalty interests indexed to the sale price of uranium and generally have an initial five-year term with extension provisions.

During Fiscal 2019, the asset retirement obligations (“ARO”) for the Palangana Mine was revised due to changes in the estimated timing of restoration and reclamation at the Palangana Mine.

As a result, the corresponding mineral rights and properties was reduced by $258,114 and a credit amount for re-valuation of the ARO totaling $274,195 was recognized as a result of a downward adjustment to the fully depleted underlying mineral rights and properties, which was recorded against the mineral property expenditures for the Palangana Mine.

Refer to Note 11:

Asset Retirement Obligations herein.

During Fiscal 2020, Fiscal 2019, and Fiscal 2018, we continued with reduced operations at the Palangana Mine to capture residual uranium only.

During Fiscal 2021 and Fiscal 2020, we continued with reduced operations at the Palangana Mine to capture residual uranium only.

As a result, no depletion for the Palangana Mine was recorded on our consolidated financial statements.

Goliad Project, Texas

We hold various mining lease and surface use agreements granting us the exclusive right to explore, develop and mine for uranium at the Goliad Project, a 995 acre property located in Goliad County, Texas.

We hold various mining lease and surface use agreements granting us the exclusive right to explore, develop and mine for uranium at the Goliad Project located in Goliad County, Texas.

These agreements are subject to certain fixed royalty interests based on net proceeds from sales or indexed to the sales price of uranium and have an initial five-year term with extension provisions.

Burke Hollow Project, Texas

We hold various mining lease and surface use agreements granting us the exclusive right to explore, develop and mine for uranium at the Burke Hollow Project, a 19,335 acre property located in Bee County, Texas.

We hold various mining lease and surface use agreements granting us the exclusive right to explore, develop and mine for uranium at the Burke Hollow Project located in Bee County, Texas.

These agreements are subject to fixed royalty interests based on net proceeds from sales and have an initial five-year term with extension provisions.

Longhorn Project, Texas

We hold various mining lease and surface use agreements granting us the exclusive right to explore, develop and mine for uranium at the Longhorn Project located in Live Oak County, Texas.

These agreements are subject to certain royalty interests indexed to the sale price of uranium and have an initial five-year term with extension provisions.

URANIUM ENERGY CORP.

1 unchanged sentence

JULY 31, 2021

Longhorn Project, Texas

We hold various mining lease and surface use agreements granting us the exclusive right to explore, develop and mine for uranium at the Longhorn Project, a 651 acre property located in Live Oak County, Texas.

These agreements are subject to certain royalty interests indexed to the sale price of uranium and have an initial five-year term with extension provisions.

Salvo Project, Texas

We hold various mining lease and surface use agreements granting us the exclusive right to explore, develop and mine for uranium at the Salvo Project, a 1,340 acre property located in Bee County, Texas.

We hold various mining lease and surface use agreements granting us the exclusive right to explore, develop and mine for uranium at the Salvo Project located in Bee County, Texas.

These agreements are subject to certain royalty interests indexed to the sales price of uranium and have an initial five-year term with extension provisions.

Anderson Project, Arizona

We hold an undivided 100% interest in contiguous mineral lode claims and state leases at the Anderson Project, a 8,268 acre property located in Yavapai County, Arizona.

During Fiscal 2019, in connection with the closing of the Royalty Purchase Agreement with URC, and as a result of allocation of the net consideration amount to the Anderson Project, the carrying value of the Anderson Project was reduced from $9,154,268 at July 31, 2018 by $5,683,895 to a carrying value of $3,470,373 at July 31, 2019 and July 31, 2020.

We hold an undivided 100% interest in contiguous mineral lode claims and state leases at the Anderson Project located in Yavapai County, Arizona.

Workman Creek Project, Arizona

We hold an undivided 100% interest in contiguous mineral lode claims in the Workman Creek Project, a 4,036 acre property located in Gila County, Arizona.

We hold an undivided 100% interest in contiguous mineral lode claims in the Workman Creek Project located in Gila County, Arizona.

The Workman Creek Project is subject to a 3.0% net smelter royalty requiring an annual advance royalty payment of $50,000 for 2016 and 2017, and $100,000 thereafter.

1 unchanged sentence

Additionally, certain individuals hold an option to acquire a 0.5% net smelter royalty exercisable by paying the Company the sum of $333,340 at any time until January 21, 2024.

During Fiscal 2020, advance royalty payments of $100,000 (Fiscal 2019:

$125,000) were capitalized as Mineral Rights and Properties and added to the carrying value of the Workman Creek Project.

During Fiscal 2019, in connection with the closing of the Royalty Purchase Agreement with URC, and as a result of allocation of the net consideration amount to the Workman Creek Project, the carrying value of the Workman Creek Project was reduced by $1,082,646.

During Fiscal 2021 and Fiscal 2020, advance royalty payments of $100,000 and $100,000, respectively, were capitalized as Mineral Rights and Properties and added to the carrying value of the Workman Creek Project.

Los Cuatros Project, Arizona

We hold an undivided 100% interest in a state lease in the Los Cuatros Project, a 640 acre property located in Maricopa County, Arizona.

We hold an undivided 100% interest in a state lease in the Los Cuatros Project located in Maricopa County, Arizona.

Slick Rock Project, Colorado

We hold an undivided 100% interest in contiguous mineral lode claims in the Slick Rock Project, a 5,333 acre property located in San Miguel County, Colorado.

We hold an undivided 100% interest in contiguous mineral lode claims in the Slick Rock Project located in San Miguel County, Colorado.

Certain claims of the Slick Rock Project are subject to a 1.0% or 3.0% net smelter royalty, the latter requiring an annual advance royalty payment beginning in November 2017.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

During Fiscal 2020 and Fiscal 2019, advance royalty payments of $30,000 and $30,000, respectively, were capitalized as Mineral Rights and Properties on our Consolidated Balance Sheets for those fiscal years.

During Fiscal 2019, in connection with the closing of the Royalty Purchase Agreement with URC and as a result of allocation of the net consideration amount of $2,255,514 to the Slick Rock Project, the carrying value of the Slick Rock Project was reduced by $676,650, and a gain on disposition of asset of $1,578,864 was recognized and included in our Consolidated Statements of Operations and Comprehensive Loss for Fiscal 2019.

During Fiscal 2021 and Fiscal 2020, advance royalty payments of $30,000 and $30,000, respectively, were capitalized as Mineral Rights and Properties and added to the carrying value of the Slick Rock Project.

Reno Creek Project, Wyoming

The consolidated Reno Creek Project consists of U.S.

federal mineral lode claims, state mineral leases, various private mineral leases and certain surface use agreements which grant us the exclusive right to explore, develop and mine for uranium on a 18,763 acre area in Campbell County, Wyoming.

The Reno Creek Project consists of U.S.

The mineral leases and surface use agreements are subject to certain royalty interests with terms ranging from five to 20 years, some of which have extension provisions.

1 unchanged sentence

Diabase Project, Canada

We hold a 100% interest in the Diabase Project which covers an area of 54,236 acres in 10 claim blocks located on the southern rim of the Athabasca Basin uranium district in Saskatchewan, Canada.

We hold a 100% interest in the Diabase Project located on the southern rim of the Athabasca Basin uranium district in Saskatchewan, Canada.

Paraguay Projects

1 unchanged sentence

While we remain fully committed to our development path forward in Paraguay, we have filed certain applications and appeals in Paraguay to reverse the MOPC’s position in order to protect our continuing rights in those concessions.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

Yuty Project, Paraguay

The Yuty Project is a 289,680 acre property under one exploitation concession located in Paraguay.

The Yuty Project is subject to an overriding royalty of $0.21 per pound of uranium produced from the Yuty Project.

The Yuty Project is a property under one exploitation concession and is subject to an overriding royalty of $0.21 per pound of uranium produced from the Yuty Project.

Oviedo Project, Paraguay

The Oviedo Project is a 223,749 acre property under one exploration permit located in Paraguay.

The Oviedo Project is subject to a 1.5% gross overriding royalty over which we have an exclusive right and option at any time to acquire 0.5% for $166,667 and a right of first refusal to acquire all or any portion of the remaining 1.0%.

The Oviedo Project is a property under one exploration permit and is subject to a 1.5% gross overriding royalty over which we have an exclusive right and option at any time to acquire 0.5% for $166,667 and a right of first refusal to acquire all or any portion of the remaining 1.0%.

Alto Paran á Titanium Project, Paraguay

The Alto Paraná Titanium Project is a 174,200 acre property under certain titanium mineral concessions, located in the departments of Alto Parana and Canindeyú in Paraguay.

The Alto Paraná Titanium Project is a property under certain titanium mineral concessions located in the departments of Alto Parana and Canindeyú in Paraguay.

The Alto Paraná Titanium Project is subject to a 1.5% net smelter returns royalty.

We have the right, exercisable to July 2023, to acquire 0.5% of the net smelter royalty at a purchase price of $500,000.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

As at July 31, 2021, property, plant and equipment consisted of the following:

July 31, 2021

5 unchanged sentences

Furniture and Fixtures

Land and Buildings

Hobson Processing Facility

During Fiscal 2019, the ARO for the Hobson Processing Facility was revised due to changes in the estimated timing of decommissioning activities, which resulted in a reduction of $176,253 to the ARO asset of the Hobson Processing Facility.

During Fiscal 2020, Fiscal 2019 and Fiscal 2018, no material amount of uranium concentrate was processed at the Hobson Processing Facility due to the reduced operations at the Palangana Mine.

As a result, no depreciation for the Hobson Processing Facility was recorded in our Consolidated Financial Statements for these fiscal years.

RE STRICTED CASH

Restricted cash includes cash and cash equivalents and money market funds as collateral for various bonds posted in favor of applicable state regulatory agencies in Arizona, Texas and Wyoming, for estimated reclamation costs associated with our Palangana Mine, Hobson Processing Facility, Reno Creek Project and Anderson Project.

During Fiscal 2021, we purchased 100 acres of land within our Goliad Project located in Goliad County, Texas, for total consideration of $487,995, of which $380,000 was financed with a promissory note.

Refer to Note 10:

Other Loans Payable.

RESTRICTED CASH

Restricted cash includes cash and cash equivalents as collateral for various bonds posted in favor of applicable state regulatory agencies in Arizona, Texas and Wyoming, for estimated reclamation costs associated with our Palangana Mine, Hobson Processing Facility, Reno Creek Project and Anderson Project.

Restricted cash will be released upon completion of reclamation of a mineral property or restructuring of a surety and collateral arrangement.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

As at July 31, 2021, restricted cash consisted of the following:

July 31, 2021

July 31, 2020

Restricted cash, beginning of period

Additional surety bond collateral

Interest received

Restricted cash, end of period

Cash, cash equivalents and restricted cash are included in the following accounts at July 31, 2020 and 2019:

Cash, cash equivalents and restricted cash are included in the following accounts as at July 31, 2021:

July 31, 2021

3 unchanged sentences

Total cash, cash equivalents and restricted cash

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

EQUITY-ACCOUNTED INVESTMENT

During Fiscal 2019, we closed the Royalty Purchase Agreement and received 12,000,000 Consideration Shares of URC, which increased our holdings to 14,000,000 URC shares, representing a 32.6% interest in URC at July 31, 2019.

Refer to Note 3:

Mineral Rights and Properties herein.

During Fiscal 2020, URC completed an initial public offering and is now listed for trading on the TSX Venture Exchange.

As at July 31, 2020, the fair value of our investment in URC was approximately $12.1 million.

Uranium Royalty Corp.

is a public company listed on the TSX Venture Exchange with the trading symbol URC.V and on NASDAQ with the trading symbol UROY.

During Fiscal 2021, we participated in an equity financing and acquired an additional 1,000,000 common shares of URC at a price of CA$4.10 per share for total consideration of $3,396,852.

As at July 31, 2021, we hold 15,000,000 URC shares with an approximate fair value of $43.9 million.

As at July 31, 2021, we owned a 18.1% (July 31, 2020:

July 31, 2018:

19.5%) interest in URC.

In addition, two of our officers are members of URC’s board of directors, one of which is also an officer of URC.

In addition, two of our officers are members of URC’s board of directors, one of which is also an executive officer of URC.

As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist at July 31, 2021.

During Fiscal 2020, Fiscal 2019 and Fiscal 2018, the changes in carrying value of the investment in URC are summarized as follows:

Should URC's outstanding options and warrants be fully exercised, UEC's ownership interest would decrease from 18.1% to 13.9%.

During Fiscal 2021 and Fiscal 2020, we recorded a gain on ownership interest dilution of $4,471,558 and $3,056,656, respectively, as a result of URC issuing more shares from its equity financings and the exercises of URC’s share purchase warrants.

During Fiscal 2021, we recorded a translation gain of $613,491, whereas during Fiscal 2020, we recorded a translation loss of $132,705, as a result of translating the ending balance of the equity-accounted investment denominated in Canadian Dollars to U.S.

Dollars using the period end exchange rates, which was included in other comprehensive income (loss) in our Consolidated Statements of Operations and Comprehensive Loss.

During Fiscal 2021 and Fiscal 2020, the changes in carrying value of our equity-accounted investment are summarized as follows:

Balance, July 31, 2019

Share of income from URC

Loss from equity-accounted investment

Gain on ownership interest dilution

Share of other comprehensive income

Translation loss

Balance, July 31, 2020

Share consideration received from sale of royalty interests

Share of loss from URC

Income from equity-accounted investment

Gain on ownership interest dilution

1 unchanged sentence

Balance, July 31, 2021

Share of loss from URC

Gain on ownership interest dilution

Translation loss

Balance, July 31, 2020

OTHER NON-CURRENT ASSETS

At July 31, 2020, other non-current assets totaled $769,875 (July 31, 2019:

$249,214), which included ROU assets relating to the operating leases of $653,304 (July 31, 2019:

$Nil) and the non-current portion of certain prepaid expenses of $116,571 (July 31, 2019:

DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

During Fiscal 2020, we incurred $98,150 (Fiscal 2019:

$149,692 and Fiscal 2018:

$148,081) in general and administrative expenses due to Blender Media Inc.

(“Blender”), a company controlled by Arash Adnani, a direct family member of our President and Chief Executive Officer, for various services, including information technology, corporate branding, media, website design, maintenance and hosting, provided to our Company.

During Fiscal 2018, we issued 104,706 shares with a fair value of $141,678 as settlement of the equivalent amounts owed to Blender.

At July 31, 2020, amounts owed to Blender totaled $31,334 (July 31, 2019:

These amounts are unsecured, non-interest bearing and due on demand.

During Fiscal 2019, we closed the Royalty Purchase Agreement and received 12,000,000 Consideration Shares of URC.

Refer to Note 6:

Equity-accounted Investment herein.

URANIUM ENERGY CORP.

1 unchanged sentence

JULY 31, 2021

DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

During Fiscal 2021 and Fiscal 2020, we incurred $77,033 and $98,150, respectively, in general and administrative expenses due to Blender, a company controlled by Arash Adnani, a direct family member of our President and Chief Executive Officer, for various services, including information technology, corporate branding, media, website design, maintenance and hosting, provided to our Company.

As at July 31, 2021, amounts owed to Blender totaled $843 (July 31, 2020:

These amounts are unsecured, non-interest bearing and due on demand.

LONG-TERM DEBT

On December 5, 2018, we entered into the Third Amended and Restated Credit Agreement with each of Sprott Resource Lending Partnership, as agent, and our remaining lenders and participants (collectively, the “Lenders”), whereby we and the Lenders agreed to certain further amendments to our $20,000,000 credit facility (the “Credit Facility”).

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

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

deferral of the prior monthly principal payments until the new maturity date of January 31, 2022;

issuance on signing in Fiscal 2019 of third extension fee shares equal to 7% of the principal balance outstanding or $1,400,000 paid to the Lenders by way of the issuance of 1,180,328 shares of the Company;

payment of anniversary fees to the Lenders on each of November 30, 2019, 2020 and 2021, of 7%, 6.5% and 6%, respectively, of the principal balance then outstanding, if any, payable at the option of the Company in cash or shares of the Company with a price per share calculated at a 10% discount to the five trading-day volume-weighted average price of the Company’s shares immediately prior to the applicable date.

Under the terms of the Third Amended and Restated Credit Agreement, the Credit Facility remains non-revolving with an amended term from inception of 8.5 years maturing on January 31, 2022, subject to an interest rate of 8% per annum, compounded and payable on a monthly basis.

An effective interest rate of 16.67% has been calculated under the assumption that the Company will carry the full principal balance of $20,000,000 to its contractual maturity on January 31, 2022 without exercising the prepayment feature where we can repay a partial or the full amount of principal without causing any penalties.

Therefore, the anniversary fee payments of $1,400,000, $1,300,000 and $1,200,000, which are calculated on the full principal balance, will become due on each of November 30, 2019, 2020 and 2021, respectively.

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

At July 31, 2020, long-term debt consisted of the following:

As at July 31, 2021, our long-term debt consisted of the following:

July 31, 2021

3 unchanged sentences

Long-term debt, net of unamortized discount

During Fiscal 2020 and pursuant to the terms of the Third Amended and Restated Credit Agreement, we issued an aggregate of 1,743,462 shares with a fair value of $1,400,000, representing 7% of the $20,000,000 principal balance outstanding at October 31, 2019, as payment of anniversary fees to the Lenders.

During Fiscal 2018 and pursuant to the terms of the Second Amended and Restated Credit Agreement, we issued 641,574 shares with a fair value of $900,000, representing 4.5% of the $20,000,000 principal balance outstanding at January 31, 2018, as payment of anniversary fees to the Lenders.

In Fiscal 2020, the amortization of debt discount and accrued fees totaled $1,669,514 (Fiscal 2019:

$1,180,139), which was recorded as interest expense and included in our Consolidated Statements of Operations and Comprehensive Loss.

Current portion

Long-term debt, net of current portion

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

Pursuant to the terms of our Third Amended and Restated Credit Agreement, during Fiscal 2021, we issued an aggregate of 1,249,039 shares with a fair value of $1,170,000, representing 6.5% of the $18,000,000 principal balance outstanding at the time;

and during Fiscal 2020, we issued an aggregate of 1,743,462 shares with a fair value of $1,400,000, representing 7% of the $20,000,000 principal balance outstanding at the time;

as payments of anniversary fees to the Lenders.

During Fiscal 2021 and Fiscal 2020, the amortization of debt discount and accrued fees totaled $1,375,754 and $1,669,514, respectively, which was recorded as interest expense and included in our Consolidated Statements of Operations and Comprehensive Loss.

During Fiscal 2021 and Fiscal 2020, we paid $1,255,556 and $1,626,667, respectively, in cash for interest on our long-term debt.

The shares issued to the Lenders either as the third extension fees or the anniversary fees have been recorded as discounts on long-term debt, which are amortized using the respective effective interest rates at the time of issuance over the remaining contractual life of the long-term debt.

The aggregate yearly maturities of long-term debt based on principal amounts outstanding at July 31, 2020 are as follows:

The Company’s Credit Facility with our remaining Lender has a maturity date on January 31, 2022, with an interest rate of 8% per annum and an underlying effective interest rate of 18.10%.

As of July 31, 2021, our working capital ratio, excluding the current portion of the long-term debt, was 23:1, which was in compliance with the debt covenant requirement under our Credit Facility being a working capital ratio, excluding any current portion of the long-term debt, of not less than 1:1.

The Credit Facility is secured against all of the Company’s current and after-acquired assets until terminated in accordance with its terms.

OTHER LOANS PAYABLE

During Fiscal 2020, our Canadian subsidiary received a loan of $29,842 (CA$40,000) through the Canada Emergency Business Account (“CEBA Loan”) program, which provides financial relief for Canadian small businesses during the COVID-19 pandemic.

During Fiscal 2021, we repaid CA$30,000 of the CEBA Loan, 75% of the total CEBA Loan principal before its initial term date on December 31, 2022 and received a CEBA Loan Closure Confirmation for forgiveness of CA$10,000.

As a result, we recognized a gain on extinguishment of the CEBA Loan of $7,759 during Fiscal 2021.

URANIUM ENERGY CORP.

1 unchanged sentence

JULY 31, 2021

GOVERNMENT LOAN PAYABLE

In April 2020, our Canadian subsidiary received a loan of $29,842 (CAD$40,000) through the CEBA Program, which provides financial relief for Canadian small businesses during the COVID-19 pandemic.

The CEBA Loan has an initial term date on December 31, 2022 (the “Initial Term Date”) and may be extended to December 31, 2025.

The CEBA Loan is non-revolving, with an interest rate being 0% per annum prior to the Initial Term Date and 5% per annum thereafter during any extended term, which is calculated daily and paid monthly.

The CEBA Loan can be repaid at any time without penalty and, if at least 75% of the CEBA Loan is paid prior to the Initial Term Date, the remaining balance of the CEBA Loan will be forgiven.

We anticipate repaying the CEBA Loan prior to the Initial Term Date.

On April 28, 2020, we entered into a business loan agreement with Kleberg Bank, N.A., under the PPP Program administered by the Small Business Administration.

The PPP Program is a part of the Coronavirus Aid, Relief, and Economic Security Act enacted by the U.S.

Congress on March 27, 2020 in response to the COVID-19 pandemic.

The total loan amount we qualified for was $277,250, which was received on May 5, 2020.

Under the PPP Program the repayment of these loans, including interest, will be forgiven based on payroll, payroll-related and other allowable costs incurred in the eight-week period following the funding of the loan pursuant to the following requirements:

that not less than 60% of the loan proceeds be applied to eligible payroll costs;

that the remaining 40% of the loan proceeds be applied to any additional payroll costs above 60%, rent payments on leases dated before February 15, 2020 and/or utility payments under any services agreements dated before February 15, 2020;

to maintain employee compensation levels (subject to specific program requirements).

The PPP Program provides for an initial six-month deferral of payments, which was subsequently further deferred by another 10 months.

The PPP Loan has a two-year maturity ending on April 28, 2022 with an interest rate of 1% per annum.

At July 31, 2020, both the CEBA Loan and the PPP Loan are accounted for as a loan under ASC 470:

Debt, which are reported as Government Loan Payable of $307,092 (July 31, 2019:

$Nil) on our Consolidated Balance Sheets.

An income will be recognized in the period when the PPP Loan and the CEBA Loan are forgiven.

Subsequent to July 31, 2020, we submitted an application for the forgiveness of the PPP Loan and the application is still in process at the date of these Consolidated Financial Statements.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During Fiscal 2020, we applied for a Paycheck Protection Program loan and received the proceeds of $277,250 (the “PPP Loan”).

During Fiscal 2021, we received a Notice of Paycheck Protection Program Forgiveness Payment from the Small Business Administration regarding the approval of our application for forgiveness of the PPP Loan of $277,250 and accrued interest.

As a result, we recognized a gain on extinguishment of the PPP Loan of $278,617 during Fiscal 2021.

During Fiscal 2021, in connection with the Goliad Land Purchase, we issued a promissory note with a principal amount of $380,000 to a landowner (the “Promissory Note”).

The Promissory Note carries an interest rate of 5% per annum with principal and interest payable in 24 monthly installments with a maturity date of November 1, 2022.

We may prepay the Promissory Note in any amount at any time before the maturity date without penalty.

During Fiscal 2021, we paid $10,831 in cash for interest on the Promissory Note.

As at July 31, 2021, other loans payable consisted of the following:

July 31, 2021

July 31, 2020

Government loan payable

Promissory note payable

Current portion

Government loan payable

Promissory note payable

Non-current portion

Government loan payable

Promissory note payable

ASSET RETIREMENT OBLIGATIONS

The Company’s asset retirement obligations (AROs) relate to future remediation and decommissioning activities at our Palangana Mine, Hobson Processing Facility and the Alto Parana Titanium Project pilot plant in Paraguay.

The Company’s AROs relate to future remediation and decommissioning activities at our Palangana Mine, Hobson Processing Facility and the Alto Parana Titanium Project pilot plant in Paraguay.

Balance, July 31, 2020

Balance, July 31, 2021

During Fiscal 2019, the ARO for the Palangana Mine and the Hobson Processing Facility was revised due to changes in the estimated timing of restoration and reclamation of the Palangana Mine and decommissioning of the Hobson Processing Facility.

As a result, ARO liabilities associated with the Palangana Mine reduced by $532,309, and ARO liabilities associated with the Hobson Processing Facility reduced by $176,253.

Refer to Note 3:

Mineral Rights and Properties and Note 4:

Property, Plant and Equipment herein.

The estimated amounts and timing of cash flows and assumptions used for the ARO estimates are as follows:

5 unchanged sentences

Discount rate

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

The undiscounted amounts of estimated cash flows for the next five years and beyond are as follows:

1 unchanged sentence

LEASE LIABILITIES

The Company primarily has operating leases for corporate offices and a processing facility with a remaining term of 0.7 to 18.8 years at July 31, 2020.

The Company primarily has operating leases for corporate offices and a processing facility with a remaining term of 0.7 to 17.8 years as at July 31, 2021.

The lease for the processing facility has an evergreen option that can continue for so long as it is in operation.

Short-term leases, which have an initial term of 12 months or less, are not recorded on our Consolidated Balance Sheets.

During Fiscal 2020 total lease expenses include the following components:

July 31, 2020

During Fiscal 2021 and Fiscal 2020, total lease expenses include the following components:

Year Ended July 31,

Operating Leases

1 unchanged sentence

Total Lease Expenses

As at July 31, 2020, the weighted average remaining lease term was 15.4 years and weighted average discount rate was 4.7%.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

During Fiscal 2020, cash paid for amounts included in the measurement of operating lease liabilities totaled $176,425.

As at July 31, 2021 and 2020, the weighted average remaining lease term was 17.0 and 15.4 years, and the weighted average discount rate was 4.74% and 4.70%, respectively.

During Fiscal 2021 and Fiscal 2020, cash paid for amounts included in the measurement of operating lease liabilities totaled $252,237 and $176,425, respectively.

Minimum future lease payments under operating leases with terms longer than one year are as follows:

2 unchanged sentences

Present value of lease liabilities

Currrent portion of lease liabilities

Non-curent portion of lease liabilities

Current portion of lease liabilities

Non-current portion of lease liabilities

Current lease liabilities are included in Other Current Liabilities, and non-current liabilities are included in Other Non-Current Liabilities in our Consolidated Balance Sheets.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

CAPITAL STOCK

Equity Financing

Subsequent to July 31, 2020, we completed the September 2020 Offering of 12,500,000 units at a price of $1.20 for gross proceeds of $15,000,000.

On September 23, 2020, we completed our September 2020 Offering of 12,500,000 units at a price of $1.20 for gross proceeds of $15,000,000.

Each unit was comprised of one share of our Company and one-half of one share purchase warrant, and each whole warrant entitles its holder to acquire one share at an exercise price of $1.80 per share, exercisable immediately upon issuance and expiring 24 months from the date of issuance.

In connection with the September 2020 Offering, we also issued compensation share purchase warrants to agents as part of share issuance costs to purchase 583,333 shares of our Company exercisable at an exercise price of $1.80 per share and expiring 24 months from the date of issuance.

On October 3, 2018, we completed a public offering of 12,613,049 units at a price of $1.60 per unit for gross proceeds of $20,180,878 (the “October 2018 Offering”).

Each unit was comprised of one share of the Company and one-half of one share purchase warrant and each whole warrant entitles its holder to acquire one share at an exercise price of $2.05 per share, exercisable immediately upon issuance and expiring 30 months from the date of issuance.

In connection with the October 2018 Offering, we also issued compensation share purchase warrants to agents as part of share issuance costs to purchase 756,782 shares of our Company, exercisable at an exercise price of $2.05 per share and expiring 30 months from the date of issuance.

The shares were valued at the Company’s closing price of $1.54 per share at October 3, 2018.

The share purchase warrants were valued using the Black-Scholes option pricing model with the following assumptions:

The shares were valued at the Company’s closing price of $0.96 per share on September 23, 2020.

The share purchase warrants were valued at $0.23 per warrant using the Black-Scholes option pricing model with the following assumptions.

Expected Risk Free Interest Rate

2 unchanged sentences

Expected Annual Dividend Yield

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

The net proceeds from the October 2018 Offering were allocated to the fair values of the shares and share purchase warrants as presented below:

Net proceeds from the September 2020 Offering were allocated to the fair values of the shares and share purchase warrants as presented below:

Fair Value of Shares

6 unchanged sentences

Share Purchase Warrants

Share Transactions

During Fiscal 2019, we entered into a Securities Exchange Agreement (the “Securities Exchange Agreement”) with Pacific Roads Resources Funds (“PRRF”), who we acquired the Reno Creek Project from and who collectively owned 11,000,000 outstanding warrants (“PRRF Warrants”) of the Company.

Pursuant to the Securities Exchange Agreement, PRRF exchanged their collective 11,000,000 outstanding PRRF Warrants for an aggregate of 750,000 shares of the Company with a fair value of $1.33 per share.

The PRRF Warrants, with an exercise price of $2.30 and expiry date of August 9, 2022, were valued at $0.45 per share using the Barrier Option Pricing Model at the date of issuance on August 9, 2017, in connection with the acquisition of the Reno Creek Project.

The difference of $4,950,000 between the carrying value of the PRRF Warrants and fair value of the shares of $997,500 was recorded as additional paid in capital and had no impact on our Company’s Consolidated Statements of Operations and Comprehensive Loss.

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

On March 19, 2021, we completed a registered direct offering of 10,000,000 shares of the Company’s common stock at a price of $3.05 per share for net proceeds of $29,083,710.

On April 8, 2021, we completed a registered direct offering of 3,636,364 shares of the Company’s common stock at a price of $3.30 per share for net proceeds of $11,315,966.

In connection with the April 2021 Offering, we also issued, on a private placement basis, 181,818 common stock purchase warrants (each, an “Agent Warrant”) to the agent as partial compensation, and each Agent Warrant entitles its holder to acquire one share of common stock at an exercise price of $4.125 per share and expiring five years from the date of issuance.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

The Agent Warrants were valued at $1.80 per warrant using the Black-Scholes option pricing model with the following assumptions.

Expected Risk Free Interest Rate

Expected Annual Volatility

Expected Contractual Life in Years

Expected Annual Dividend Yield

During Fiscal 2021, we issued 2,265,700 shares of the Company’s common stock at a weighted average price of $2.78 per share under our 2021 ATM Offering for net cash proceeds of $6,156,690.

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

Share Purchase Warrants

During Fiscal 2019, we received cash proceeds totaling $4,822,357 from the exercise of 3,999,881 share purchase warrants at a weighted average exercise price of $1.21 per share.

A continuity schedule of outstanding share purchase warrants as at July 31, 2021, and the changes during the periods, is as follows:

3 unchanged sentences

Balance, July 31, 2020

Exchanged for shares pursuant to Securities Exchange Agreement

Balance, July 31, 2019

Issued in connection with September 2020 Offering

Issued in connection with April 2021 Offering

Balance, July 31, 2021

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

A summary of share purchase warrants outstanding and exercisable as at July 31, 2020 are as follows:

During Fiscal 2021 and Fiscal 2020, we received cash proceeds totaling $3,588,291 and $Nil, respectively, from the exercise of share purchase warrants.

A summary of share purchase warrants outstanding and exercisable as at July 31, 2021 is as follows:

Weighted Average

1 unchanged sentence

Number of Warrants

Weighted Average

Remaining Contractual

December 23, 2020

April 3, 2021

Weighted Average Remaining Contractual

August 9, 2022

September 23, 2022

April 5, 2026

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

STOCK-BASED COMPENSATION

Stock Options

At July 31, 2020, we had one stock option plan, the 2020 Stock Incentive Plan (the “2020 Plan”), which superseded and replaced the Company’s 2019 Stock Incentive Plan (collectively the “Stock Incentive Plan”), such that no further shares are issuable under the prior plan.

During Fiscal 2020, we granted stock options under the Stock Incentive Plan to certain of our directors, officers, employees and consultants to purchase an aggregate of 4,838,900 (Fiscal 2019:

4,083,000) shares of the Company, which are subject to a 24 month vesting provision whereby, at the end of each of the first three and six months after the grant date, 12.5% of the total stock options become exercisable, and whereby at the end of each of the 12,18 and 24 months after the grant date, 25% of the total stock options become exercisable.

In addition, we granted performance stock options (the “Performance Stock Options”) under the Stock Incentive Plan to certain of our directors and officers to purchase an aggregate of 1,325,000 shares of the Company.

The Performance Stock Options are subject to a three year vesting provision whereby one-third of the total Performance Stock Options become exercisable at the end of each of the first, second and third year after the date of grant.

The stock options including the Performance Stock Options granted in Fiscal 2020 and Fiscal 2019 have a term of 10 years, whereas the options granted during Fiscal 2018 have a term of five years.

As at July 31, 2021, we had one stock option plan, the 2021 Stock Incentive Plan (the “2021 Plan”), which superseded and replaced the Company’s 2020 Stock Incentive Plan (collectively the “Stock Incentive Plan”), such that no further shares are issuable under the prior plan.

During Fiscal 2021 and Fiscal 2020, we granted stock options under the Stock Incentive Plan to certain of our directors, officers, employees and consultants to purchase an aggregate of 959,588 and 4,838,900 shares of the Company, respectively, which are subject to a 24 month vesting provision whereby, at the end of each of the first three and six months after the grant date, 12.5% of the total stock options become exercisable, and whereby at the end of each of the 12,18 and 24 months after the grant date, 25% of the total stock options become exercisable.

In addition, during Fiscal 2020, we granted performance stock options (the “PSO”s) under the Stock Incentive Plan to certain of our directors and officers to purchase an aggregate of 1,325,000 shares of the Company.

The PSOs are subject to a three year vesting provision whereby one-third of the total PSOs become exercisable at the end of each of the first, second and third year after the date of grant.

The fair value of these stock options was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions:

5 unchanged sentences

Weighted-Average Grant Date Fair Value

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

A continuity schedule of outstanding stock options at July 31, 2020, and the changes during the periods, is as follows:

Number of Stock Options

Weighted Average Exercise Price

Balance, July 31, 2017

A continuity schedule of outstanding stock options as at July 31, 2021, and the changes during the fiscal year periods, is as follows:

Number of Stock

Weighted Average

Exercise Price

Balance, July 31, 2019

1 unchanged sentence

Balance, July 31, 2020

Cancelled/Forfeited

Balance, July 31, 2021

The table below sets forth the number of shares issued and cash received upon exercise of the stock options:

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

The table below sets forth the number of shares issued and cash received upon exercise of stock options:

Year Ended July 31,

Number of Shares Issued Upon Exercise of Options

Number of Options Exercised on Forfeiture Basis

Number of Net Shares Issued

Number of Options Exercised on Cash Basis

Total Number of Options Exercised

Number of Shares Issued on Cash Exercise

Number of Shares Issued on Forfeiture Basis

Total Number of Shares Issued Upon Exercise of Options

Cash Received from Exercise of Stock Options

Total Intrinsic Value of Options Exercised

A continuity schedule of outstanding unvested stock options at July 31, 2020, and the changes during the periods, is as follows:

Number of Unvested Stock Options

A continuity schedule of outstanding unvested stock options at July 31, 2021, and the changes during the fiscal year periods, is as follows:

Number of Unvested

Stock Options

Weighted Average

1 unchanged sentence

Balance, July 31, 2019

Balance, July 31, 2018

Balance, July 31, 2019

Cancelled/Forfeited

Balance, July 31, 2020

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

At July 31, 2020, the aggregate intrinsic value of all outstanding stock options granted was estimated at $391,508 (vested:

Balance, July 31, 2021

As at July 31, 2021, the aggregate intrinsic value of all outstanding stock options granted was estimated at $10,147,195 (vested:

$6,597,753 and unvested:

At July 31, 2020, the unrecognized compensation cost related to unvested stock options was $2,500,153 expected to be recognized over 1.31 years.

A summary of stock options outstanding and exercisable at July 31, 2020 is as follows:

As at July 31, 2021, the unrecognized compensation cost related to unvested stock options was $1,711,602 expected to be recognized over 1.15 years.

A summary of stock options outstanding and exercisable as at July 31, 2021 is as follows:

Options Outstanding

Options Exercisable

Range of Exercise

Outstanding at

1 unchanged sentence

Exercise Price

Weighted Average

Weighted Average Remaining

Contractual Term

2 unchanged sentences

Exercise Price

Weighted Average

Weighted Average Remaining

Contractual Term

Restricted Stock Units

During Fiscal 2020, the Company granted an aggregate of 1,305,000 RSUs with a fair value of $0.91 per RSU, determined using the share price at the date of grant, to certain directors and officers of the Company under the Stock Incentive Plan.

These RSUs have a vesting period of three years from the grant date, whereby one-half of the RSUs will vest at the end of the first year, and one-third of the remaining one-half will vest at the end of each of the first, second and third year, respectively, from the date of grant.

During Fiscal 2019, the Company granted an aggregate of 465,000 RSUs with a fair value of $0.9421 per RSU, determined using the share price at the date of grant, to certain directors and officers of the Company under the Stock Incentive Plan.

These RSUs have a vesting period of three years from the grant date such that one-third of the RSUs will vest at the end of each of the first, second and third year, respectively, from the date of grant.

A summary of outstanding unvested RSUs at July 31, 2020 is as follows:

Number of Restricted

Remaining Life (Years)

Intrinsic Value

July 30, 2019

During Fiscal 2021 and Fiscal 2020, the Company granted RSUs to certain directors and officers of the Company under our Stock Incentive Plan.

RSUs granted during Fiscal 2021 have a vesting period of three years from the grant date, whereby one-third of the RSUs will vest at the end of the first, second and third year, respectively, from the date of grant.

RSUs granted during Fiscal 2020 have a vesting period of three years from the grant date, whereby one-half of the RSUs will vest at the end of the first year, and one-third of the remaining one-half will vest at the end of each of the first, second and third year, respectively, from the date of grant.

The fair value of these RSUs were determined using the share prices at the respective grant dates.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

A continuity schedule of outstanding RSUs at July 31, 2020, and the changes during the periods, is as follows:

Number of Restricted Stock Units

A continuity schedule of outstanding RSUs as at July 31, 2021, and the changes during the fiscal year end periods, is as follows:

Number of Restricted

Weighted Average

3 unchanged sentences

Balance, July 31, 2021

During Fiscal 2020, stock-based compensation relating to the RSUs totaled $310,127 (Fiscal 2019:

During Fiscal 2020, 155,000 RSUs were vested resulting in 105,844 net RSU shares being issued with 49,156 RSUs forfeited as payments for payroll withholding amounts.

At July 31, 2020, outstanding unvested RSUs totaled 1,615,000 (July 31, 2019:

465,000), and unrecognized compensation costs relating to unvested RSUs totaled $1,315,500, which is expected to be recognized over a period of approximately 1.48 years.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

A summary of outstanding unvested RSUs as at July 31, 2021 is as follows:

Number of Restricted Stock Units

Remaining Life

Aggregate Intrinsic

July 30, 2019

July 16, 2020

July 21, 2021

During Fiscal 2021 and Fiscal 2020, stock-based compensation relating to the RSUs totaled $1,059,505 and $310,127, respectively.

During Fiscal 2021 and Fiscal 2020, a total of 1,025,005 and 155,000 RSUs vested, respectively, resulting in 536,361 and 105,844 net RSU shares being issued with 488,644 and 49,156 RSUs being forfeited, respectively as payments of tax withholding amounts.

As at July 31, 2021, unrecognized compensation costs related to unvested RSUs totaled $1,132,372, which is expected to be recognized over a period of approximately 1.85 years.

Performance Based Restricted Stock Units

During Fiscal 2019, the Company granted 445,000 target PRSUs (the “Target PRSUs”) and allocated up to an additional 445,000 PRSUs (the “Additional PRSUs”, and together with the Target PRSUs, the “PRSUs”) to the Company’s executive officers.

These PRSUs vest based on certain performance goals measured on the Company’s share price relative to the Global X Uranium ETF share price on each anniversary from the grant date over the next three years (the “Performance Period”).

The PRSUs will vest based on three (3) one-year relative Total Shareholder Return’s (“TSR”) (stock price appreciation) and one (1) three-year relative TSR from the grant date of the PRSUs (each such measurement period being a “Measurement Period”).

Each Measurement Period will be equally weighted 25% as to the number of PRSUs that may vest for such Measurement Period.

Depending on the TSR performance, the percentage eligible to vest at the end of each Measurement Period would range from 0% to 200% of the Target PRSUs for that Measurement Period.

During Fiscal 2021, the Company granted 246,475 target PRSUs (the “Target PRSUs”) and allocated up to the same amount of respective PRSUs (the “Additional PRSUs”, and together with the Target PRSUs, the “PRSUs”) respectively, to the Company’s executive officers under our Stock Incentive Plan.

These PRSUs vest based on certain performance goals measured on the Company’s share price relative to the Global X Uranium ETF share price over a three-year period (the “Performance Period”).

The PRSUs vest based on relative Total Shareholder Return’s (“TSR”) (stock price appreciation) over the measurement period from the grant date of the PRSUs (the “Measurement Period”).

No PRSUs were granted in Fiscal 2020.

These PRSUs have a market condition considered in the determination of the fair value such that the ultimate number of PRSUs that vest will be determined by the Company’s share performance relative to the Global X Uranium ETF share price from the grant date over the Performance Period.

Depending on the TSR performance, the percentage eligible to vest at the end of the respective Measurement Period would range from 0% to 200% of the Target PRSUs for that Measurement Period.

The vested PRSUs will accrue annually and will not settle until the end of the Performance Period.

Each vested PRSU converts into one common share of the Company at the end of the three years Performance Period with no cash settlement alternatives.

Each vested PRSU converts into one common share of the Company at the end of the Performance Period with no cash settlement alternatives.

The PRSUs carry neither rights to dividends nor voting rights.

The Company accounts for the PRSU as an equity-settled plan.

The fair value of the Target PRSUs was estimated at $1.15 per Target PRSU at the date of grant using the Monte Carlo simulation model with the following principal assumptions:

The Company accounts for the PRSUs as an equity-settled plan.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

The fair values of the Target PRSUs granted in Fiscal 2021 were valued using the Monte Carlo simulation model at the date of grant with the following principal assumptions:

Expected Risk Free Interest Rate

2 unchanged sentences

Expected Life in Years

On July 30, 2020, 90,001 of PRSUs vested based on UEC’s share performance then relative to the Global X Uranium ETF.

As a result, 90,001 underlying shares were accrued and recorded as share issuance obligations on our Consolidated Balance Sheets.

During Fiscal 2020, stock-based compensation related to amortization of Target PRSUs totaled $272,658 (Fiscal 2019:

At July 31, 2020, outstanding unvested Target PRSUs totaled 333,750 (July 31, 2019:

445,000) and unrecognized compensation costs relating to unvested Target PRSUs totaled $239,352, which is expected to be recognized over a period of approximately 2.0 years.

Grant Date Fair Value

During Fiscal 2021 and Fiscal 2020, an aggregate of 222,500 and 90,001 PRSUs vested, respectively, based on UEC’s share performance then relative to the Global X Uranium ETF, which were accrued and recorded as share issuance obligations on our consolidated balance sheets.

A continuity schedule of unvested PRSUs comprised of Target PRSUs and Additional PRSUs as at July 31, 2021, and the changes during the fiscal year end periods, is as follows:

Number of Unvested

Weighted Average

Grant Date Fair Value

Balance, July 31, 2019

Balance, July 31, 2020

Balance, July 31, 2021

During Fiscal 2021 and Fiscal 2020, stock-based compensation related to amortization of PRSUs totaled $156,055 and $272,658, respectively.

As at July 31, 2021, unrecognized compensation costs relating to unvested PRSUs totaled $694,998, which is expected to be recognized over a period of approximately 1.76 years.

URANIUM ENERGY CORP.

2 unchanged sentences

Stock-Based Compensation

A summary of stock-based compensation expense for Fiscal 2020, Fiscal 2019 and Fiscal 2018 is as follows:

A summary of stock-based compensation expense for Fiscal 2021 and Fiscal 2020 is as follows:

Year Ended July 31,

Stock-Based Compensation for Consultants

Common stock issued for consulting services

Common stock issued to consultants

Amortization of stock option expenses

8 unchanged sentences

During Fiscal 2020, we issued 188,914 shares with a fair value of $171,911 as settlement of share issuance obligations of $187,100 relating to the Fiscal 2019 share bonuses under our Stock Incentive Plan.

During Fiscal 2018, we issued 398,839 shares with a fair value of $510,527 as settlement of share issuance obligations of $638,142 relating to the Fiscal 2017 share bonuses under our Stock Incentive Plan.

NET LOSS PER SHARE

The following table reconciles the weighted average number of shares used in the computation of basic and diluted loss per share for Fiscal 2020, Fiscal 2019 and Fiscal 2018:

The following table reconciles the weighted average number of shares used in the computation of basic and diluted loss per share for Fiscal 2021 and Fiscal 2020:

Year Ended July 31,

4 unchanged sentences

Net Loss per Share, Basic and Diluted

For Fiscal 2020, Fiscal 2019 and Fiscal 2018, all outstanding stock options, share purchase warrants and, in particular to Fiscal 2020 and Fiscal 2019, RSUs and PRSUs, were excluded from the computation of diluted loss per share as their effects would be anti-dilutive.

For Fiscal 2021 and Fiscal 2020, all outstanding stock options, PSOs, share purchase warrants, RSUs and PRSUs were excluded from the computation of diluted loss per share as their effects would be anti-dilutive.

URANIUM ENERGY CORP.

1 unchanged sentence

JULY 31, 2021

At July 31, 2020, we had U.S.

and Canadian net operating loss carry-forwards of approximately $167.3 million and $5.1 million in Canadian dollars, respectively, that may be available to reduce future years’ taxable income.

As at July 31, 2021, we had U.S.

net operating loss carry-forwards of approximately $173.0 million and Canadian net operating loss carry-forwards of approximately $4.9 million in Canadian dollars that may be available to reduce future years’ taxable income.

These carry-forwards will begin to expire, if not utilized, commencing in 2023.

In addition, at July 31, 2020, we had U.S.

net operating loss totalling $37.3 million and interest expenses of $3.4 million subject to IRC section 163(j) limitation, which will be carried forward indefinitely as a result of the Tax Cut and Job s Act enacted on December 22, 2017.

Future tax benefits which may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization has been determined not likely to occur and, accordingly, we have recorded a full valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

In addition, as at July 31, 2021, we had U.S.

net operating loss totaling $51.3 million and interest expenses of $4.9 million subject to IRC section 163(j) limitation, which will be carried forward indefinitely as a result of the Tax Cut and Jobs Act enacted on December 22, 2017.

We review the valuation allowance requirements on an annual basis based on projected future operations.

15 unchanged sentences

Prior year true-up

Change in state tax rate

Foreign exchange rate differences

Recognition of deferred tax assets

Change in valuation allowance

Tax adjustment from operations

Re-measurement of deferred tax liability at 21%

Recognition of deferred tax assets to offset deferred tax liability

Unrealized loss, other comprehensive loss

1 unchanged sentence

We have incurred taxable losses for all years since inception and, accordingly, no provision for current income tax has been recorded for the current or any prior fiscal years.

During Fiscal 2020 and Fiscal 2019, we recorded a deferred tax benefit of $5,551 and $14,372, respectively.

During Fiscal 2018, we recognized a deferred tax benefit of $707,511, of which $232,843 resulted from the re-measurement of deferred tax liabilities to the enacted tax rate of 21% on December 22, 2017, and $430,121 resulted from the recognition of deferred tax assets relating to the taxable losses incurred in Fiscal 2018 to offset the remaining deferred tax liabilities relating to the acquisition of the Reno Creek Project.

During Fiscal 2021 and Fiscal 2020, we recorded deferred tax benefits of $4,008 and $5,551, respectively.

As at July 31, 2021, we re-evaluated the realizability of our tax loss carry-forwards and our conclusion that the realization of these tax loss carry-forwards is not likely to occur remains unchanged.

As a result, we will continue to record a full valuation allowance for the deferred tax assets relating to the remaining tax loss carry-forwards.

URANIUM ENERGY CORP.

1 unchanged sentence

JULY 31, 2021

At July 31, 2020, we re-evaluated the realizability of our tax loss carry-forwards and our conclusion that the realization of these tax loss carry-forwards is not likely to occur remains unchanged.

As a result, we will continue to record a full valuation allowance for the deferred tax assets relating to the remaining tax loss carry-forwards.

The components of income (loss) from operations before income taxes, by tax jurisdiction, are as follows:

18 unchanged sentences

Net deferred tax liabilities

As the criteria for recognizing deferred income tax assets have not been met due to the uncertainty of realization, a valuation allowance of 100% has been recorded for the current and prior years.

As the criteria for recognizing deferred tax assets have not been met due to the uncertainty of realization, a valuation allowance of 100% has been recorded for the current and prior years.

The Company’s U.S.

6 unchanged sentences

Remaining balance

federal income tax purposes, a change in ownership under IRC Section 382 has occurred as a result of the acquisition of the Reno Creek Project during Fiscal 2018 and also in prior years.

federal income tax purposes, a change in ownership under IRC Section 382 has occurred as a result of the Company’s acquisitions in prior years.

When an ownership change has occurred, the utilization of these losses against future income would be subject to an annual limitation, which would be equal to the value of the acquired company immediately prior to the change in ownership multiplied by the IRC Section 382 rate in effect during the month of the change.

9 unchanged sentences

Remaining balance

FAIR VALUE MEASUREMENT

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The three levels of the fair value hierarchy are described below:

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;

Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The financial instruments, including cash and cash equivalents, term deposits, accounts payable and accrued liabilities and due to related party amounts, are carried at cost, which approximate their fair values due to the immediate or short-term maturity.

Restricted cash are primarily investments in money market funds at major financial institutions and their fair values approximate their carrying values.

Government loan payable is carried at amortized cost which approximates its fair value.

Long-term debt is carried at amortized costs which approximates its fair value.

SEGMENTED INFORMATION

We currently operate in a single reportable segment and we are focused on uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates.

At July 31, 2020, long-term assets located in the U.S.

As at July 31, 2021, long-term assets located in the U.S.

were $58,258,130 or 62% of our total long-term assets of $94,495,723.

18 unchanged sentences

Total Long-Term Assets

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

The table below provides a breakdown of our operating results by geographic segment.

10 unchanged sentences

Loss before income taxes

Year ended July 31, 2019

Statement of Operations

United States

Costs and Expenses:

Mineral property expenditures

General and administrative

Depreciation, amortization and accretion

Loss from operations

Other income (expenses)

Loss before income taxes

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

Year ended July 31, 2020

8 unchanged sentences

Loss before income taxes

SUPPLEMENTAL CASH FLOW INFORMATION

During Fiscal 2020, we paid $1,626,667 (Fiscal 2019:

$1,622,222) for interest on our long-term debt.

During Fiscal 2020, we paid $116,279 (Fiscal 2019:

$118,944) for surety bond premiums.

During Fiscal 2018, we issued 14,634,748 shares and paid $909,930 in cash as consideration to acquire the Reno Creek Project.

In addition, we issued 353,160 shares as payment of the reimbursable expenses totaling $483,829 and issued 217,702 shares with a fair value of $283,013 as payment of certain transaction costs.

During Fiscal 2018, we issued 1,625,531 shares with a fair value of $2,617,105 and paid $2,940,000 in cash as consideration to acquire the North Reno Creek Project.

In addition, we issued 65,684 shares with a fair value of $105,751 as payment of certain transaction costs.

During Fiscal 2018, we issued 164,767 shares with a fair value of $232,321 and paid $239,120 in cash as consideration to acquire the Diabase Project.

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

URANIUM ENERGY CORP.

3 unchanged sentences

October 27, 2021.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Amir Adnani

21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures