URANIUM ENERGY CORP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting (“ICFR”) and disclosure controls and procedures (“DC&P”) (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report. ICFR is a framework designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Management has used the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (‘‘COSO’’) in order to assess the effectiveness of the Company’s ICFR. Based on such evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our ICFR was effective. It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals. Management ’ s Report on Internal Control Over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate ICFR and DC&P as required by the Sarbanes-Oxley Act (“SOX”) Section 404(a). Due to its inherent limitations, ICFR may not prevent or detect misstatements on a timely basis. 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. 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. 86 Changes in Internal Controls 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. Item 9B. Other Information Not applicable. 87 PART III Item 10. Directors, Executive Officers and Corporate Governance Our directors and executive officers and their respective ages as of October 26, 2021 are as follows: Name Age Position with the Company Amir Adnani 43 President, Chief Executive Officer, Principal Executive Officer and a director Spencer Abraham 69 Chairman and a director David Kong 75 Lead independent director Vincent Della Volpe 79 A director Ganpat Mani 74 A director Gloria Ballesta 46 A director Pat Obara 65 Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer Scott Melbye 59 Executive Vice President The following describes the business experience of each of our directors, including other directorships held in reporting companies. Amir Adnani. Amir Adnani is a founder of the Company and has served as our President, Chief Executive Officer and a director since January 2005. Under his leadership, we have moved from concept to initial extraction in the United States in five years and we have developed a pipeline of low-cost, near-term production projects. Mr. Adnani has been invited to speak at prominent industry conferences organized by the International Atomic Energy Agency, World Nuclear Fuel Market and the Milken Institute. He is a frequent contributor to the business media, including The Wall Street Journal, Bloomberg, CNBC and Fox Business News. Fortune magazine distinguished Mr. Adnani on their “40 Under 40, Ones to Watch” list of North American executives. He was selected as one of “Mining’s Future Leaders” by Mining Journal, a UK-based global industry publication. He was a nominee for Ernst & Young’s “Entrepreneur of the Year” distinction. Mr. 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. Mr. Adnani also serves as the Chairman of Uranium Royalty Corp., a publicly-listed uranium royalty company. Mr. Adnani holds a Bachelor of Science degree from the University of British Columbia and is a director of the university’s Alumni Association. Spencer Abraham . Spencer Abraham has served as Chairman (non-executive) of our Board of Directors since March 2017. Mr. Abraham served as Executive Chairman from October 2015 to March 2017 and as the Chairman of our Advisory Board from December 2012 to October 2015. Mr. Abraham is the Chairman and Chief Executive Officer of The Abraham Group LLC, an international strategic consulting firm based in Washington, D.C. President George W. Bush selected Mr. Abraham as the tenth Secretary of Energy of the United States in 2001. During his tenure at the Energy Department from 2001 to 2005, Mr. Abraham developed policies and regulations to ensure the nation’s energy security, was responsible for the U.S. Strategic Petroleum Reserve, oversaw domestic oil and gas development policy and nuclear energy policy, developed relationships with international governments, including members of the Organization of the Petroleum Exporting Countries, and led the landmark nuclear nonproliferation HEU program between the United States and Russia. Mr. Abraham served as a United States Senator for the State of Michigan from 1995 to 2001. At a time when the Biden Administration and U.S. Congress are considering significant issues pertaining to the U.S. uranium mining sector, Mr. Abraham’s expertise in the public policy arena is especially valuable and he is very actively involved in working with the Company to address these matters. Mr. Abraham has served as a director of Two Harbors Investment Corp. (NYSE: TWO) since May 2014, as a director of PBF Energy Inc. (NYSE: PBF) since October 2012 and as a director of NRG Energy, Inc. (NYSE: NRG) since December 2012. Mr. Abraham served as a director of GenOn Energy, Inc. from January to December 2012, when it was acquired by NRG Energy, Inc. Previously, Mr. Abraham served as a director of Occidental Petroleum Corporation (NYSE: OXY) from 2005 to May 2020, as the non-executive Chairman of the Board of Directors of AREVA Inc., the North American subsidiary of AREVA, and on the boards of several other public and private companies. Mr. Abraham holds a Juris Doctor degree from Harvard Law School and is an alumnus of Michigan State University. 88 David Kong . David Kong has served on our Board of Directors since January 2011 and serves as our lead independent director. Mr. 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. Mr. Kong holds a Bachelor in Business Administration and earned his Chartered Accountant designation (CPA, CA) in British Columbia, Canada, in 1978. Mr. Kong was a partner at Ellis Foster, Chartered Accountants, from 1981 to 2004, before merging with Ernst & Young LLP, Chartered Professional Accountants, in 2005, where he was a partner until 2010. Mr. Kong is a certified director (ICD.D) of the Institute of Corporate Directors. Vincent Della Volpe . Vincent Della Volpe has served on our Board of Directors since July 2007. Mr. Della Volpe has served as a professional money manager for over 35 years, including as a senior portfolio manager of pension funds for Honeywell Corporation and senior vice president of the YMCA Retirement fund in New York. Throughout his career, Mr. Della Volpe has particularly focused on the management of energy and utility equity portfolios, and he also has experience managing venture capital investments. Mr. Della Volpe holds a Bachelor of Arts in Accounting and an MBA in finance, both from Seton Hall University. Ganpat Mani . Ganpat Mani has served on our Board of Directors since June 2014. Mr. 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. Mani was President and Chief Executive Officer of ConverDyn, a partnership between affiliates of Honeywell International Inc. and General Atomics, which specializes in the nuclear fuel conversion trade. During this time, he also served as a director of the Nuclear Energy Institute and was a member of the U.S. Civil Nuclear Trade Advisory Committee. Mr. Mani is a highly-experienced negotiator of contracts with major private and state-owned corporations in Asia, Europe and the U.S. Notably, Mr. Mani negotiated the agreement for the return of uranium feed from the Metropolis conversion facility under the Megatons to Megawatts program between the U.S. and Russia. He also met with government and industry organizations as part of the U.S. Department of Commerce’s multiple nuclear trade missions to India. From 1994 to 2007, Mr. Mani held several senior marketing positions with ConverDyn, including having served as Senior Vice President. At ConverDyn he was responsible for relations with major nuclear utilities in Asia, Europe and the U.S. and with enrichment companies in Europe and the U.S. Mr. Mani has prepared position papers and draft legislative language for, and represented ConverDyn in, meetings with the United States Departments of Commerce, Energy and State and with industry trade organizations. From 1973 to 1994, Mr. Mani worked at Honeywell International Inc. (formerly Allied-Signal Inc.) where his career spanned a variety of functional areas and product lines. Mr. Mani holds an MBA from Rutgers University and a Bachelor of Technology Degree in Metallurgical Engineering from Loughborough University, United Kingdom. Gloria Ballesta . Gloria Ballesta has served on our Board of Directors since July 2018. Ms. 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 the NYSE American since August 2010. Ms. Ballesta has experience managing administrative and compliance procedures for spin-offs, take-overs and financings of various public companies. Ms. Ballesta holds an LLB (Hons.) from the CEU Cardenal Herrera University in Spain and a Master's degree in Marketing and Business Management from ESIC School of Business in Spain. The following describes the business experience of each of the non-director executive officers of the Company: Pat Obara . 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. Mr. 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. Mr. Obara holds a degree in Building Technology, Land and Construction Economics from the British Columbia Institute of Technology. 89 Scott Melbye . Mr. Melbye has served as our Executive Vice President since September 2014. Mr. Melbye is a 37-year veteran of the nuclear energy industry having held key leadership positions in major global uranium mining companies and various industry organizations. He has passionately promoted the growth and competitiveness of the nuclear fuel cycle in supporting nuclear power as a clean, affordable and reliable source of energy to meet the world’s ever-expanding needs. As our Executive Vice President, Mr. 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. Mr. 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 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. Uranium One is among the world’s top four uranium producers from its mines in Kazakhstan and the United States, and is the wholly-owned mining subsidiary of the Russian nuclear energy company Rosatom. Prior to this, Mr. Melbye spent 22 years with the Cameco Group of companies, both in the Saskatoon head office and with their U.S. subsidiaries. He most recently served as President of Cameco Inc., the subsidiary responsible for managing that company’s world-wide uranium marketing and trading activities (annual sales exceeding 30 million pounds U 3 O 8 through established relationships with most global nuclear utilities). Mr. Melbye’s previous experience includes uranium brokerage and trading at Nukem Inc. in New York, and nuclear fuel procurement at the Palo Verde Nuclear Generating Station in Arizona. Mr. 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. Mr. 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. Mr. 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. Mr. Melbye received a Bachelor of Science in Business Administration with degree specialization in International Business from Arizona State University in 1984. Term of Office All of our directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our Board of Directors and hold office until their successors are appointed and qualified. Significant Employees There are no significant employees other than our executive officers. Family Relationships There is no family relationship between any of our executive officers or directors. 90 Audit Committee Our Board of Directors has established an Audit Committee that operates under a written charter approved by the Board of Directors. Our Audit Committee has been structured to comply with Rule 10A-3 under the Exchange Act. Our Audit Committee is comprised of David Kong, Vincent Della Volpe and Gloria Ballesta, all of whom meet the audit committee member independence standards of the NYSE American. Mr. Kong is the Chairman of the Audit Committee. Our Board of Directors has determined that Mr. Kong satisfies the criteria for an audit committee financial expert under Item 407(d)(5) of Regulation S-K of the rules of the SEC. Involvement in Certain Legal Proceedings Except as disclosed in this Annual Report, during the past ten years none of the following events have occurred with respect to any of our directors or executive officers: 1. a petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; 2. such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; ii) engaging in any type of business practice; or iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; 4. such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity; 5. such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated; 6. such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: i) any federal or state securities or commodities law or regulation; or 91 ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. 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 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. As adopted, the Code sets forth written standards that are designed to deter wrongdoing and to promote, among other things: ● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ● compliance with applicable governmental laws, rules and regulations; ● the prompt internal reporting of violations of the Code to the appropriate person or persons identified in the Code; and ● accountability for adherence to the Code. 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 Our Board of Directors has established a Corporate Governance and Nominating Committee that operates under a written charter approved by the Board of Directors. The Corporate Governance and Nominating Committee is comprised of Vincent Della Volpe, David Kong and Ganpat Mani. Mr. Della Volpe is the Chairman of the Corporate Governance and Nominating Committee. All of the members of the Corporate Governance and Nominating Committee qualify as independent directors under the listing standards of the NYSE American. The Corporate Governance and Nominating Committee is responsible for developing an appropriate approach to corporate governance issues and compliance with governance rules. The Corporate Governance and Nominating Committee is also mandated to plan for the succession of our Company, including recommending director candidates, review of board procedures, size and organization and monitoring of senior management with respect to governance issues. The Corporate Governance and Nominating Committee identifies individuals believed to be qualified to become board members and recommends individuals to fill vacancies. There are no minimum qualifications for consideration for nomination to be a director of the Company. The Corporate Governance and Nominating Committee assesses all nominees using generally the same criteria. 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. 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. Mr. Kong is the Chairman of the Sustainability Committee. 92 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. The Corporate Governance and Nominating Committee and the Board of Directors aim to attract and maintain directors and an executive team that have an appropriate mix of diversity, skill and expertise. Pursuant to the Diversity Policy, all Board of Directors and executive officer appointments will be based on merit, and the skill and contribution that the candidate is expected to bring to the Board of Directors and the executive team, with due consideration given to the benefits of diversity. Pursuant to the Diversity Policy, when considering the composition of, and individuals to nominate or hire to, the Board of Directors and the executive team, the Corporate Governance and Nominating Committee and the Board of Directors, as applicable, shall consider diversity from a number of aspects including, but not limited to, gender, age, ethnicity and cultural diversity. In addition, when assessing and identifying potential new members to join the Board of Directors or the executive team, the Corporate Governance and Nominating Committee and the Board of Directors, as applicable, considers the current level of diversity on the Board of Directors and the executive team. The Corporate Governance and Nominating Committee and the Board of Directors are responsible for developing measurable objectives to implement the Diversity Policy and to measure its effectiveness. The Corporate Governance and Nominating Committee meets annually, or otherwise as applicable, to consider whether to set targets based on diversity for the appointment of individuals to the Board of Directors or the executive team, recognizing that, notwithstanding any targets set in any given year, the selection of diverse candidates will depend on the pool of available candidates with the necessary skills, knowledge and experience. As at the date of this Annual Report, four of our six directors are diverse based on ethnicity and our Company has one female director. There are no female members of the executive team. The Board of Directors believes that diversity will increase the effectiveness of the Board of Directors and the long-term performance of the Company. The Corporate Governance and Nominating Committee has performed a review of the experience, qualifications, attributes and skills of our Company’s current directors and believes that our Company’s current directors possess a variety of complementary skills and characteristics, including the following: ● personal characteristics, including leadership, character, integrity, accountability, sound business judgment and personal reputation; ● successful business or professional experience; ● various areas of expertise or experience, including financial, strategic and general management; ● willingness and ability to commit the necessary time to fully discharge the responsibilities of a director in connection with the affairs of the Company; ● a demonstrated commitment to the success of the Company; and ● diverse perspectives, qualifications and knowledge. 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. 93 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 Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that all such reports were timely filed during Fiscal 2021 within two business days as required by the SEC. Item 11. Executive Compensation Compensation Discussion and Analysis Oversight of Executive Compensation Program Our Board of Directors has established a Compensation Committee that operates under a written Charter approved by the Board of Directors. The Compensation Committee is comprised of Vincent Della Volpe, David Kong and Gloria Ballesta. Mr. Della Volpe is the Chairman of the Compensation Committee. All of the members of the Compensation Committee meet the compensation committee independence standards of the NYSE American. The Board of Directors has determined that none of the Compensation Committee members have any material business relationships with the Company. The independence of the Compensation Committee members is re-assessed regularly by the Company. The Compensation Committee of our Board of Directors is responsible for establishing and administering the Company’s executive and director compensation. The responsibilities of the Compensation Committee, as stated in its Charter, include the following: ● review and approve the Company’s compensation guidelines and structure; ● review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer; ● review and approve on an annual basis the evaluation process and compensation structure for the Company’s other officers, including base compensation, bonus, incentive and equity compensation; and ● periodically review and make recommendations to the Board of Directors regarding the compensation of non-management directors. The Compensation Committee is responsible for developing the executive compensation philosophy and reviewing and recommending to the Board of Directors for approval all compensation policies and compensation programs for the executive team. Since May 2012, consistent with good governance practices, the Compensation Committee retains on an annual basis an independent compensation advisor to provide advice on the structure and levels of compensation for our executive officers and directors and to undertake a comprehensive review of our incentive plans. In Fiscal 2021, the Compensation Committee retained Global Governance Advisors (“GGA”) to provide independent compensation advice to the Compensation Committee and to the Board of Directors. GGA is an internationally recognized, independent advisory firm that provides counsel to boards of directors on matters relating to executive compensation and governance. GGA is retained to continually review the compensation levels for the Company’s executive officers and directors and short and long-term incentive plans, and to evaluate and make recommendations on the Company’s overall executive and director compensation philosophy, objectives and approach. 94 GGA’s services in Fiscal 2021 included: ● compensation philosophy validation; ● peer group review; ● executive compensation review and recommendations for our Chief Executive Officer, Chief Financial Officer and Executive Vice President; ● non-management director compensation review; and ● review of compensation discussion and analysis in the Company’s proxy statement. Fees paid for GGA’s services for our last two fiscal years were $21,067 and $27,026 for Fiscal 2020 and Fiscal 2021, respectively. The Compensation Committee reviews all fees and the terms of consulting services provided by GGA. Overview of Executive Compensation Program 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 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 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: ● to attract, motivate, retain and reward a knowledgeable and driven management team and to encourage them to attain and exceed performance expectations within a calculated risk framework; and ● to reward each executive based on individual and corporate performance and to incentivize such executives to drive the organization’s current growth and sustainability objectives. The following key principles guide the Company’s overall compensation philosophy: ● compensation is designed to align executives to the critical business issues facing the Company; ● compensation should be fair and reasonable to shareholders and be set with reference to the local market and similar positions of comparable companies; ● a substantial portion of total compensation is at-risk and linked to individual efforts, as well as divisional and corporate performance. This ensures the link between executive pay and business performance; ● an appropriate portion of total compensation should be equity-based, aligning the interests of executives with shareholders; and ● compensation should be transparent to the Board of Directors, executives and shareholders. 95 Benchmarking Compensation and Peer Groups 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, 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 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 Centrus Energy Corp. Adams Resources & Energy, Inc. Contango Oil & Gas Company Evolution Petroleum Corporation IsoEnergy Ltd. Hallador Energy Company NACCO Industries, Inc. Laramide Resources Ltd. In Fiscal 2021, the Peer Group was comprised of the following companies: Peer Group 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. 96 Compensation Elements and Rationale The Company’s executive compensation program consists of: base compensation, short-term incentive awards; and long-term incentive equity compensation. Base Compensation Base compensation is the foundation of the compensation program and is intended to compensate competitively relative to comparable companies within our industry and the marketplace where we compete for talent. 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. 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. Adnani: $440,000; Mr. Obara: CA$180,000; and Mr. Melbye: $250,000. 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 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 (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 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. 97 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. The PRSUs are measured based on the Company’s total stockholder return relative to the Global X Uranium ETF (“relative TSR”). The PRSUs are evaluated using relative TSR over three annual periods and one 36-month period. Each of the four measurement periods is weighted 25%. 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. Measurement Period Weight Performance Criteria Company TSR vs. ETF TSR Weighted Performance Multiplier Year 1 25% Annual Relative Total Greater than -500 bps 0% Stockholder Return against -500 bps 12.5% Global X Uranium ETF 0 bps 25% +500 bps 50% Year 2 25% Annual Relative Total Greater than -500 bps 0% Stockholder Return against -500 bps 12.5% Global X Uranium ETF 0 bps 25% +500 bps 50% Year 3 25% Annual Relative Total Stockholder Return against Global X Uranium ETF Greater than -500 bps 0% -500 bps 12.5% 0 bps 25% +500 bps 50% Year 1 to Year 3 25% Three Year Relative Total Greater than -500 bps 0% Stockholder Return against -500 bps 12.5% Global X Uranium ETF 0 bps 25% +500 bps 50% 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%. 98 The following table summarizes the PRSU vesting schedule. Measurement Period Performance Criteria Company TSR vs. ETF TSR Performance Multiplier if Absolute Company TSR is Positive over the Measurement Period Performance Multiplier if Absolute Company TSR is Negative over the Measurement Period Grant date to end Three Year Relative Total Greater than -2,500 bps 0% 0% of 36-month Stockholder Return against -2,500 bps 50% 50% period Global X Uranium ETF 0 bps 100% 100% 2,500 bps 200% 100% 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: Base Cash Stock At-Risk Compensation Bonus Awards (1) Pay Name and Principal Position Cash (STIP) (LTIP) ( LTIP) Amir Adnani 27% 18% 55% 55% President and Chief Executive Officer Pat Obara 32% 11% 57% 57% Secretary, Treasurer and Chief Financial Officer Scott Melbye 45% 9% 46% 46% Executive Vice President Note : (1) These amounts represent RSUs and PRSUs. Other Non-Cash Compensation The Company provides standard health benefits to its executives, including medical, dental and disability insurance. The Company’s other non-cash compensation is intended to provide a similar level of benefits as those provided by comparable companies within our industry. 99 Review of Executive Officer Performance On an annual basis, our Compensation Committee reviews the overall compensation package for our executive officers and evaluates executive officer performance relative to corporate goals. The Compensation Committee has the opportunity to meet with the executive officers at various times throughout the year, which assists the Compensation Committee in forming its own assessment of each individual’s performance. The executive officers are not present during voting or deliberations of the Compensation Committee relating to executive compensation. 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; and ● the Company’s shares were included on the Russell 2000 and Russell 3000 indexes. Executive Compensation Amir Adnani, President and Chief Executive Officer During Fiscal 2021, Amir Adnani, through an executive services agreement with Amir Adnani Corp. (“Adnani Corp.”), a private company over which Mr. Adnani exercises control, was retained to provide certain services to the Company, and his direct and indirect compensation as an executive officer of the Company is disclosed below in the “Summary Compensation Table”. The Company’s compensation policy for Mr. Adnani is based on comparisons of other companies’ remunerations made to their Presidents and Chief Executive Officers and the value of Mr. Adnani’s expertise to the Company. As shown in the “Director Compensation” table below, Mr. Adnani does not receive additional compensation in connection with his service as a director of the Company. Scott Melbye, Executive Vice President Scott Melbye is retained according to an executive services agreement with our Company, and his compensation for serving as an executive officer of the Company is disclosed below in the “Summary Compensation Table”. The Company’s compensation policy for Mr. Melbye is based on comparisons of other companies’ remunerations made to their Executive Vice Presidents and the value of Mr. Melbye’s expertise to the Company. 100 Pat Obara, Secretary, Treasurer and Chief Financial Officer We appointed Pat Obara as our Secretary, Treasurer and Chief Financial Officer of the Company effective on October 29, 2015. Mr. 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. Mr. Obara is retained according to a consulting services agreement with our Company, and his compensation for serving as an executive officer of the Company is disclosed below in the “Summary Compensation Table”. The Company’s compensation policy for Mr. Obara is based on comparisons of other companies’ remunerations made to their Chief Financial Officers and the value of Mr. Obara’s expertise to the Company. Retirement, Resignation or Termination Plans Officers with contracts for services have notice requirements which permit pay in lieu of notice. Each of the Company’s executive services arrangements with Messrs. Melbye and Obara and Adnani Corp. contemplates the case of termination due to various provisions whereby the named executive officers will receive termination payments, as described below under the heading “Executive Services Agreements”. Compensation and Risk 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 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: ● appointed a Compensation Committee which is composed entirely of independent directors to oversee the executive compensation program; ● 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 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; ● disclosure of executive compensation to stakeholders; ● established a clawback policy applicable to all cash and equity incentive compensation; and ● adoption of say-on-pay. Clawback Policy We adopted a Clawback Policy as an additional safeguard to mitigate compensation risks (the “Clawback Policy”). The Clawback Policy applies to all cash and equity incentive compensation and provides that the Board of Directors may seek reimbursement for compensation awarded to an executive in situations where: (i) payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of the Company’s financial statements filed with any securities regulatory authority; (ii) the executive engaged in gross negligence, intentional misconduct or fraud that caused, or partially caused, the need for a restatement; 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 www.uraniumenergy.com. Anti-Hedging and Anti-Pledging Policy We adopted an Anti-Hedging and Anti-Pledging Policy (the “Anti-Hedging and Anti-Pledging Policy”). The Anti-Hedging and Anti-Pledging Policy provides that, unless otherwise previously approved by our Corporate Governance and Nominating Committee, no director, officer or employee of the Company or its subsidiaries or, to the extent practicable, any other person (or their associates) in a special relationship (within the meaning of applicable securities laws) with the Company, may, at any time: (i) purchase financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds that are based on fluctuations of the Company’s debt or equity instruments and that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company; or (ii) purchase Company securities on a margin or otherwise pledge Company securities as collateral for a loan. 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 www.uraniumenergy.com. 101 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”). The Stock Ownership Guidelines provide that each executive officer should attain a specified level of ownership of shares of the Company’s common stock equal to a multiple of their base compensation within five years of the executive officer’s first election to his role: Role Requirement (multiple of base compensation) President and Chief Executive Officer 3x Chief Financial Officer 1x Executive Vice President 1x As of the date of this Annual Report, Mr. 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 As required by Section 14A of the Exchange Act, at our 2021 annual meeting of stockholders our stockholders voted, in an advisory manner, on a proposal to approve our named executive officer compensation. This was our most recent stockholder advisory vote to approve named executive officer compensation. 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. Compensation Committee Interlocks and Insider Participation No person who served as a member of our Compensation Committee during Fiscal 2021 was a current or former officer or employee of our Company or engaged in certain transactions with our Company required to be disclosed by regulations of the SEC. Additionally, during Fiscal 2021, there were no Compensation Committee “interlocks”, which generally means that no executive officer of our Company served: (i) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a member of our Company’s Compensation Committee; (ii) as a director of another entity which had an executive officer serving as a member of our Company’s Compensation Committee; or (iii) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a director of our Company. Compensation Committee Report The Compensation Committee has reviewed and discussed the foregoing compensation discussion and analysis with Company management. 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 our independent directors, Vincent Della Volpe, David Kong and Gloria Ballesta, who comprise our Compensation Committee: 102 Summary Compensation Table The following table sets forth the compensation paid to our Chief Executive Officer, Chief Financial Officer and those executive officers that earned in excess of $100,000 during the fiscal years ended July 31, 2021, 2020 and 2019 (each a “ Named Executive Officer ”): Name and Principal Position Year Salary (1) Bonus Stock Awards (2) Option Awards (3) Non-Equity Incentive Plan Compensation Non-Qualified Deferred Compensation Earnings All Other Compensation Total Amir Adnani 2021 $ 440,000 $ 300,000 $ 895,553 (4) $ - $ - $ - $ - $ 1,635,553 President and Chief Executive Officer 2020 341,496 - 728,000 (5) 419,169 - - - 1,488,665 2019 396,576 450,000 627,630 290,455 - - - 1,764,661 Pat Obara (8) 2021 141,309 50,000 255,292 (4) - - - - 446,601 Secretary, Treasurer 2020 87,767 - 228,766 (6) 160,175 - - - 476,708 and Chief Financial Officer 2019 95,354 66,000 231,515 105,620 - - - 498,489 Scott Melbye 2021 250,000 50,000 255,292 (4) - - - - 555,292 Executive Vice President 2020 176,669 - 185,434 (7) 149,859 - - - 511,962 2019 185,009 60,000 140,180 66,013 - - - 451,202 Notes : (1) 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: to Mr. Adnani: $71,507; to Mr. Obara: CA$25,112; and to Mr. Melbye: $27,944. (2) 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. Obara and Melbye, the fair value of shares at the date of issuance. For Fiscal 2019, these amounts represent the aggregate grant date fair value of RSUs and PRSUs, and for Messrs. Obara and Melbye, 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: 0.39%; expected volatility: 78.03%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 66.02%. 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 the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 30, 2019: expected risk free interest rate: 1.99% to 2.20%; expected volatility: 56.74% to 61.75%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 57.10%. (3) 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 on July 16, 2020: exercise price: $0.91; expected risk free interest rate: 0.280%; expected annual volatility: 60.004%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $0.456. The following assumptions were used to value the PSOs granted on July 16, 2020: exercise price: $1.10; expected risk free interest rate: 0.280%; expected annual volatility: 60.004%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $0.413. 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. (4) This amount represents the aggregate grant date fair value of RSUs and PRSUs granted on July 21, 2021. (5) This amount represents the grant date fair value of the RSUs granted to Mr. Adnani on July 16, 2020. (6) These amounts include: (i) $14,916 for stock awards issued in lieu of cash compensation in order to reduce cash outlays; and (ii) $213,850 for RSUs granted to Mr. Obara on July 16, 2020. (7) These amounts include: (i) $30,734 for stock awards issued in lieu of cash compensation in order to reduce cash outlays; and (ii) $154,700 for RSUs granted to Mr. Melbye on July 16, 2020. (8) The Company pays Mr. Obara in Canadian currency. For the purpose of reporting the base compensation paid to Mr. Obara, the compensation was converted from Canadian currency to U.S. currency at the Bank of Canada rate for the years ended July 31 st . 103 Grants of Plan Based Awards We granted awards to the Named Executive Officers in Fiscal 2021, as follows: Award Grant Estimated Future Payouts Under Equity Incentive Plan Awards All Other Stock Awards: Number of Shares of Stock or All Other Option Awards: Number of Securities Underlying Exercise Price of Option Grant Date Fair Value of Stock and Option Name Type (1) Date Threshold Target Maximum Units Options Awards Awards Amir Adnani RSU July 21, 2021 N/A N/A N/A 235,465 N/A N/A $ 506,250 (2) President and Chief Executive Officer PRSU July 21, 2021 78,489 156,977 313,954 - N/A N/A 389,303 (3) Pat Obara RSU July 21, 2021 N/A N/A N/A 67,123 N/A N/A 144,314 (2) Secretary, Treasurer and Chief Financial Officer PRSU July 21, 2021 22,375 44,749 89,498 - N/A N/A 110,978 (3) Scott Melbye RSU July 21, 2021 N/A N/A N/A 67,123 N/A N/A 144,314 (2) Executive Vice President PRSU July 21, 2021 22,375 44,749 89,498 - N/A N/A 110,978 (3) Notes : (1) 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. (2) 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. (3) The grant date fair value of each PRSU is $2.48 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted: expected risk free interest rate: 0.39%; expected volatility: 78.03%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 66.02%. 104 Outstanding Equity Awards The following table sets forth information as at July 31, 2021, relating to equity awards that have been granted to the Named Executive Officers: Option Awards Stock Awards Name Award Type (1) Grant Date Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) (2) Market Value of Shares or Units of Stock That Have Not Vested ($) (3) Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) (4) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($) (5) Amir Adnani Option August 22, 2017 165,000 - 1.28 August 22, 2022 - - - - Option July 25, 2018 400,000 - 1.53 July 25, 2023 - - - - Option July 30, 2019 550,000 - 0.9421 July 30, 2029 - - - - Option July 16, 2020 75,000 75,000 0.91 July 16, 2030 - - - - PSO July 16, 2020 283,333 566,667 1.10 July 16, 2030 - - - - RSU July 30, 2019 - - - 100,000 217,000 - - RSU July 16, 2020 - - - 266,666 578,665 - - RSU July 21, 2021 - - - 235,465 510,959 - - PRSU July 30, 2019 - - - - - 150,000 172,500 PRSU July 21, 2021 - - - - - 156,977 389,303 Pat Obara Option August 22, 2017 80,000 - 1.28 August 22, 2022 - - - - Option July 25, 2018 100,000 - 1.53 July 25, 2023 - - - - Option July 30, 2019 200,000 - 0.9421 July 30, 2029 - - - - Option July 16, 2020 62,500 62,500 0.91 July 16, 2030 - - - - PSO July 16, 2020 83,333 166,667 1.10 July 16, 2030 - - - - RSU July 30, 2019 - - - 33,333 72,333 - - RSU July 16, 2020 - - - 78,332 169,980 - - RSU July 21, 2021 - - - 67,123 145,657 - - PRSU July 30, 2019 - - - - - 50,000 57,500 PRSU July 21, 2021 - - - - - 44,749 110,978 Scott Melbye Option August 22, 2017 65,000 - 1.28 August 22, 2022 - - - - Option July 25, 2018 75,000 - 1.53 July 25, 2023 - - - - Option July 30, 2019 125,000 - 0.9421 July 30, 2029 - - - - Option July 16, 2020 62,500 62,500 0.91 July 16, 2030 - - - - PSO July 16, 2020 75,000 150,000 1.10 July 16, 2030 - - - - RSU July 30, 2019 - - - 15,000 32,550 - - RSU July 16, 2020 - - - 56,666 122,965 - - RSU July 21, 2021 - - - 67,123 145,657 - - PRSU July 30, 2019 - - - - - 22,500 25,875 PRSU July 21, 2021 - - - - - 44,749 110,978 Notes : (1) Option – refers to stock options granted under our Stock Incentive Plan. PSO – refers to performance stock options granted under our Stock Incentive Plan. 105 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. (2) 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. (3) 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. (4) 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 PRSUs granted on July 21, 2021 cliff vest on July 21, 2024 depending on a three-year relative TSR performance. (5) 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: 1.99% to 2.20%; expected volatility: 56.74% to 61.75%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 57.10%. The grant date fair value of each PRSU granted on July 21, 2021 is $2.48 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 21, 2021: expected risk free interest rate: 0.39%; expected volatility: 78.03%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 66.02%. Option Exercises and Stock Vested The following table sets forth the value realized on stock options exercised and stock awards vested for the Named Executive Officers for Fiscal 2021: Option Awards Stock Awards Name Number of Shares Acquired on Exercise Value Realized on Exercise ($) Number of Shares Acquired on Vesting Value Realized on Vesting (*) ($) Amir Adnani, President and Chief Executive Officer 179,220 414,000 633,334 1,294,335 Pat Obara, Secretary, Treasurer and Chief Financial Officer 52,571 121,440 190,002 388,804 Scott Melbye, Executive Vice President 204,444 353,400 128,334 261,485 Note : (*) 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 The Company does not maintain any plan that provides for payments or other benefits to its executive officers at, following or in connection with their retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans. No Nonqualified Deferred Compensation The Company does not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified. Director Compensation 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 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. Kong, Mani and Della Volpe and Ms. Ballesta, the independent directors of the Company. 106 The following table sets forth information relating to compensation paid to our directors for Fiscal 2021: Name (1) Fees Earned Or Paid In Cash (2) Stock Awards Option Awards (3) Non-Equity Incentive Plan Compensation Non-Qualified Deferred Compensation Earnings All Other Compensation Total Spencer Abraham $ 150,000 $ 81,498 (4) $ 81,500 $ - $ - $ 15,000 (5) $ 327,998 David Kong 23,552 50,000 (6) 56,439 - - - 129,991 Vincent Della Volpe 30,000 30,000 (6) 57,506 - - - 117,506 Ganpat Mani 25,000 25,000 (6) 55,004 - - - 105,004 Gloria Ballesta 23,552 30,000 (6) 63,934 - - - 117,486 Notes : (1) 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. (2) These amounts include the following restitution payments: to Mr. Abraham: $19,375; to Mr. Kong: CA$6,938; to Mr. Mani: $6,300; to Ms. Ballesta: CA$10,050; and to Mr. Della Volpe: $10,050. (3) 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 on July 21, 2021: exercise price: $2.15; expected risk free interest rate: 0.70%; expected annual volatility: 72.57%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $1.27. (4) This amount represents the grant date fair value of RSUs granted to Mr. Abraham on July 21, 2021. RSUs granted on July 21, 2021 vest in substantially equal installments on each of July 21, 2022, 2023 and 2024. (5) This amount represents a discretionary bonus paid in the fiscal year. (6) 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: Spencer Abraham: 239,158 stock options; Amir Adnani: 2,115,000 stock options including PSOs; David Kong: 209,430 stock options; Vincent Della Volpe: 245,270 stock options; Ganpat Mani: 243,300 stock options; and Gloria Ballesta: 285,330 stock options. Spencer Abraham has served as Chairman (non-executive) of our Board of Directors since March 2, 2017. Mr. 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. Mr. 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. 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. Within his capacity as President and Chief Executive Officer, and through an executive services agreement with a private company, Adnani Corp., controlled by Mr. Adnani, he provides various consulting services to the Company. Mr. Adnani does not receive additional compensation in connection with his service as a director of the Company. Mr. Adnani’s direct and indirect compensation as an executive officer of the Company is disclosed above in the “Summary Compensation Table”. In Fiscal 2021 David Kong, Vincent Della Volpe, Ganpat Mani and Gloria Ballesta served as independent directors of the Company. Mr. Kong serves as the Company’s lead independent director and as Chairman of the Company’s Audit Committee. Mr. 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 prior to May 31, 2021 were 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. 107 Effective from May 1, 2016, the 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, the 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 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: David Kong: CA$30,000 per year; Vincent Della Volpe: $30,000 per year; Ganpat Mani: $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, 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. Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act , and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Amir Adnani, our President and Chief Executive Officer (“CEO”; and the “CEO Pay Ratio”). For Fiscal 2021, our last completed fiscal year: ● the median of the annual total compensation of all employees of our Company (other than our CEO) was $64,190; and ● 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. We believe our CEO Pay Ratio for Fiscal 2021 demonstrates our pay-for-performance philosophy. 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 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. To identify the median of the annual total compensation of all our employees, we took the following steps: ● we selected July 31, 2021 as the date upon which we would identify the median employee to allow sufficient time to identify the median employee given the global scope of our operations; 108 ● 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 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. We believe that these pay elements are appropriate because it was impractical to gather actual data from multiple payroll systems utilized to pay our worldwide workforce, and the actual achievement of the variable portion of compensation can vary widely from year to year; ● we annualized compensation for any permanent employees that were only employed for part of Fiscal 2021; ● no adjustments were made for cost-of-living differences; ● an average exchange rate for the U.S. dollar for Fiscal 2021 was applied to compensation reported in a foreign currency; and ● all employees except for our CEO were ranked from lowest to highest with the median determined from this list. 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 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. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Executive Services Agreements Adnani Executive Services Agreement On July 23, 2009, our Board of Directors approved the entering into of an executive services agreement with Adnani Corp., Mr. Adnani’s services corporation, as amended by certain letter agreements, dated for reference effective as at July 1, 2010 and February 1, 2012, respectively, with a term expiring on July 23, 2012 (the “2009 Adnani Agreement”). The 2009 Adnani Agreement was subject to automatic renewal and remained in effect until June 30, 2013. On July 24, 2013, our Board of Directors approved the entering into of a further amended and restated executive services agreement with Adnani Corp. with an initial term commencing retroactively on July 1, 2013 and expiring on July 1, 2016, as amended by a letter agreement dated August 1, 2015 (collectively the “Adnani Agreement”). The Adnani Agreement is subject to automatic renewal on a three-month to three-month term renewal basis unless either the Company or Adnani Corp. provides written notice not to renew the Adnani Agreement no later than 90 days prior to the end of the then current or renewal term. Pursuant to the terms and provisions of the Adnani Agreement: (i) through Adnani Corp., Mr. Adnani provides various consulting services to the Company which are in addition to his duties and responsibilities as our President and Chief Executive Officer; and (ii) we shall pay to Adnani Corp. a monthly fee of $34,000. In consultation with the Compensation Committee and Board of Directors, effective from May 1, 2016, the monthly fee payable to Adnani Corp. was reduced on a non-accrued basis, from its original and stated amount to $30,600, of which a portion was paid in shares of common stock in lieu of cash at the discretion of the Compensation Committee to alter from time to time. Effective from April 1, 2020, due to the COVID-19 pandemic, the monthly fee payable to Adnani Corp. was reduced on a non-accrued basis from its original and stated amount to $16,830. 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. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of four months of the then monthly fee for each full year, and any portion thereof, of the initial term effective from July 23, 2009 and any renewal period during which the Adnani Agreement was in force and effect and during which Adnani Corp. rendered services thereunder, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. within 14 calendar days of the effective termination date; (ii) any expense payment reimbursements which would then be due and owing by the Company to Adnani Corp. to the effective termination date, payable within 14 calendar days of the effective termination date (the “Adnani Outstanding Expense Reimbursements”); (iii) subject to applicable provisions of the Adnani Agreement and the Company’s Stock Incentive Plan, all of Mr. Adnani’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of two years from the effective termination date (the “Adnani Options Extension”); and (iv) confirmation that all of Adnani Corp.’s and Mr. Adnani’s then benefits coverage would be extended to Mr. Adnani for a period ending two years from the effective termination date (the “Adnani Benefits Extension”). 109 If the Company elects to terminate the Adnani Agreement without just cause (as defined therein), or if Adnani Corp. terminates the Adnani Agreement for just cause, and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of 24 months of the then monthly fee, together with a cash payment equating to two times the sum of Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. within 14 calendar days of the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension; and (iv) the Adnani Benefits Extension. If Adnani Corp. elects to terminate the Adnani Agreement for good reason (as defined therein) and including, without limitation, a material diminution of Mr. Adnani’s duties, a failure of the Company to deliver a written agreement to be entered into with any successor, assignee or transferee of the Company to assume and agree to perform the Adnani Agreement, a failure of the Company to pay remuneration or any other breach by the Company of a material provision of the Adnani Agreement, and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of 18 months of the then monthly fee, together with a cash payment equating to one and one-half times the sum of Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. over a period of 12 months from the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension; and (iv) the Adnani Benefits Extension. If Adnani Corp. elects to terminate the Adnani Agreement, except for just cause, or if the Company terminates the Adnani Agreement for just cause, Adnani Corp. is not entitled to a termination package of any kind. The Adnani Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Adnani, in which case the Company shall be obligated to provide a termination package to Adnani Corp. or Mr. Adnani’s estate as follows, provided that Adnani Corp. is or was in compliance with the relevant terms and conditions of the Adnani Agreement: (i) a cash payment equating to an aggregate of 12 months of the then monthly fee, together with a cash payment equating to Adnani Corp’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. or Mr. Adnani’s estate within 14 calendar days of the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; and (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension. Melbye Executive Employment Agreement On December 15, 2014, our Board of Directors approved the entering into of an executive services agreement with Scott Melbye, as amended by a letter agreement, dated for reference effective as at May 1, 2016, with an initial term commencing retroactively on September 1, 2014 and expiring on February 28, 2017 (collectively, the “Melbye Agreement”). 110 The Melbye Agreement is subject to automatic renewal on a one-month to one-month term renewal basis unless either the Company or Mr. Melbye provides written notice not to renew the Melbye Agreement no later than 30 calendar days prior to the end of the then current or renewal term. Pursuant to the terms and provisions of the Melbye Agreement: (i) Mr. Melbye shall provide duties to us commensurate with his position as our Executive Vice President; and (ii) we shall pay to Mr. Melbye a monthly fee of $20,833. In consultation with the Compensation Committee and Board of Directors, effective from May 1, 2016, the monthly fee payable to Mr. Melbye was reduced on a non-accrued basis, from its original and stated amount to $18,750. Effective from June 1, 2016, a portion of monthly fees were paid in shares of common stock in lieu of cash at the discretion of the Company management to alter from time to time. Effective from April 1, 2020, due to the COVID-19 pandemic, the monthly fee payable to Mr. Melbye was reduced on a non-accrued basis from its original and stated amount to $12,187.50. 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. Melbye is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) a cash payment equating to any outstanding fees and bonuses which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Fees and Bonuses”); (ii) any expense payment reimbursements which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Expense Reimbursements”); (iii) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Vacation Pay”); (iv) subject to applicable provisions of the Melbye Agreement and the Company’s Stock Incentive Plan, all of Mr. Melbye’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of 90 calendar days from the effective termination date (the “Melbye Options Extension”); and (v) confirmation that all of Mr. Melbye’s then benefits coverage would be extended to Mr. Melbye for a period ending 90 calendar days from the effective termination date (the “Melbye Benefits Extension”). If the Company elects to terminate the Melbye Agreement without just cause (as defined therein), or if Mr. Melbye terminates the Melbye Agreement for just cause, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) all Melbye Outstanding Fees and Bonuses, together with a cash payment equating to any additional fees which Mr. Melbye would have been entitled to receive until the end of the applicable initial term or renewal period; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; (iv) the Melbye Options Extension; and (v) the Melbye Benefits Extension. If Mr. Melbye elects to terminate the Melbye Agreement, except for just cause, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the Melbye Agreement, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) all Melbye Outstanding Fees and Bonuses; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; and (iv) subject to applicable provisions of the Melbye Agreement, all of Mr. Melbye’s then issued and outstanding stock-based equity awards in and to the Company that have vested as at the effective termination date shall continue to be exercisable for a period of 90 calendar days from the effective termination date. If the Company elects to terminate the Melbye Agreement for just cause, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) a cash payment equating to any outstanding fees which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date; (ii) all Melbye Outstanding Expense Reimbursements; and (iii) all Melbye Outstanding Vacation Pay. The Melbye Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Melbye, in which case the Company shall be obligated to provide a severance package to Mr. Melbye or Mr. Melbye’s estate as follows, provided that Mr. Melbye is or was in compliance with the relevant terms and conditions of the Melbye Agreement: (i) all Melbye Outstanding Fees and Bonuses; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; and (iv) subject to applicable provisions of the Melbye Agreement, all of Mr. Melbye’s then issued and outstanding stock-based equity awards in and to the Company that have vested as at the effective termination date shall continue to be exercisable for a period of one year from the effective termination date. 111 Obara Consulting Services Agreement On August 15, 2007, our Board of Directors approved the entering into of a consulting services agreement with Obara Builders Ltd. (“Obara Ltd.”), Mr. Obara’s services corporation, as amended by a letter agreement, dated for reference effective as at October 14, 2015 (collectively, the “Obara Agreement”). The Obara Agreement is subject to automatic renewal on a three-month to three-month basis unless the Company provides written notice not to renew the Obara Agreement no later than 90 days prior to the end of the then current or renewal term. Pursuant to the terms and provisions of the Obara Agreement: (i) Mr. 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. Obara a monthly fee of CA$13,750. In consultation with the Compensation Committee and Board of Directors, effective from May 1, 2016, the monthly fee payable to Mr. Obara was reduced on a non-accrued basis, from its original and stated amount to CA$12,375, of which a portion was paid in shares of common stock in lieu of cash at the discretion of the Compensation Committee to alter from time to time. Effective from April 1, 2020, due to the COVID-19 pandemic, the monthly fee payable to Mr. Obara was reduced on a non-accrued basis from its original and stated amount to CA$8,043.75. 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. Obara’s obligation to provide the services to the Company will continue only until the effective termination date and the Company shall be obligated to provide to Mr. Obara: (i) any fees which would then be due and owing by the Company to Mr. Obara to the effective termination date; (ii) any expense payment reimbursements which would then be due and owing by the Company to Mr. Obara to the effective termination date (the “Obara Outstanding Expense Reimbursements”); (iii) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr. Obara to the effective termination date (the “Obara Outstanding Vacation Pay”); (iv) subject to applicable provisions of the Obara Agreement and the Company’s Stock Incentive Plan, the vested portion of all Mr. Obara’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall continue to be exercisable for a period of 90 calendar days following the effective termination date (the “Obara Options”); and (v) confirmation that all of Mr. Obara’s then benefits coverage would be covered until the effective termination date (the “Obara Benefits”). The Obara Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Obara, in which case the Company shall be obligated to provide to Mr. Obara: (i) any fees which would then be due and owing by the Company to Mr. Obara to the effective termination date; (ii) Obara Outstanding Expense Reimbursements; (iii) the Obara Outstanding Vacation Pay; (iv) the Obara Options; and (v) the Obara Benefits. Obara Ltd. was dissolved in Fiscal 2016 and, as a result the Obara Agreement was terminated. However, the Company’s and Mr. Obara’s ongoing obligations remain as contemplated and as set forth in the Obara Agreement. Director Services Agreement Abraham Appointment Letter On October 14, 2015, our Board of Directors approved the entering into of an appointment letter with Spencer Abraham dated for reference effective as at October 1, 2015 (the “Abraham Agreement”). Pursuant to the Abraham Agreement: (i) Mr. Abraham was appointed as Chairman of our Board of Directors and shall provide duties to us commensurate with his position; (ii) we shall pay to Mr. Abraham a monthly fee of $10,833; and (iii) we shall pay to Mr. Abraham an annual fee of $20,000 in connection with his tenure as a director of our Company. In consultation with the Compensation Committee and Board of Directors, effective from May 1, 2016: (i) the monthly fee payable to Mr. Abraham was reduced on a non-accrued basis, from its original and stated amount to $9,750, of which a portion was paid in shares of common stock in lieu of cash; and (ii) the annual fee payable to Mr. Abraham was reduced on a non-accrued basis, from its original and stated amount to $18,000, of which a portion was paid in shares of common stock in lieu of cash at the discretion of the Company management to alter from time to time. Effective from April 1, 2020, due to the COVID-19 pandemic: (i) the monthly fee payable to Mr. Abraham was reduced on a non-accrued basis from its original and stated amount to $6,337.50; and (ii) the annual fee payable to Mr. Abraham was reduced on a non-accrued basis, from its original and stated amount to $11,700. 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. 112 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of our common stock as of October 26, 2021, by: ● each person who is known by us to beneficially own more than 5% of our shares of common stock; and ● each executive officer, each director and all of our directors and executive officers as a group. The number of shares beneficially owned and the related percentages are based on 258,986,829 shares of common stock outstanding as of October 26, 2021. For the purposes of the information provided below, shares that may be issued upon the exercise or conversion of stock options, warrants and other rights to acquire shares of our common stock that are exercisable or convertible within 60 days following October 26, 2021, are deemed to be outstanding and beneficially owned by the holder for the purpose of computing the number of shares and percentage ownership of that holder, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership (1) Percentage of Beneficial Ownership Directors and Executive Officers: Amir Adnani 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3 4,783,410 (2) 1.8% Spencer Abraham 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 452,749 (3) * David Kong 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3 263,640 (4) * Vincent Della Volpe 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 453,206 (5) * Ganpat Mani 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 360,669 (6) * Gloria Ballesta 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3 268,185 (7) * Pat Obara 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3 1,099,716 (8) * Scott Melbye 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 (8 persons) 8,715,551 (10) 3.3% Major Shareholder : BlackRock, Inc. 55 East 52nd Street New York, NY, U.S.A., 10055 13,359,092 (11) 5.2% 113 Notes : * Less than one percent. (1) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition of the security. Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares of common stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of common stock of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date hereof. As of October 26, 2021, there were 258,986,829 shares of common stock of the Company issued and outstanding. (2) 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 1,473,333 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. (3) 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. (4) 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. (5) 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. (6) 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. (7) 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. (8) 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. (9) 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. (10) 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. (11) This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on February 1, 2021. Changes in Control We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may, at a subsequent date, result in a change in our control. Item 13. Certain Relationships and Related Transactions, and Director Independence Related Party Transactions 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 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. 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. 114 At July 31, 2021, amounts owed to Blender totaled $843 (July 31, 2020: $31,334). These amounts are unsecured, non-interest bearing and due on demand. Our Audit Committee is charged with reviewing and approving all related party transactions and reviewing and making recommendations to the Board of Directors, or approving any contracts or other transactions with any of our current or former executive officers. The Charter of the Audit Committee sets forth the Company’s written policy for the review of related party transactions. Director Independence 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. Item 14. Principal Accounting Fees and Services 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: Year Ended July 31, 2021 Year Ended July 31, 2020 Audit Fees $ 270,347 $ 297,707 Audit Related Fees - - Tax Fees 33,521 52,680 Total $ 303,868 $ 350,387 Audit Fees. Audit fees consist of aggregate fees for professional services in connection with the audit of our annual financial statements, quarterly reviews of our financial statements included in our quarterly reports and services in connection with statutory and regulatory filings. Audit-Related Fees. Audit-related fees consist of aggregate fees for assurance and related services related to the audit or review of our financial statements that are not reported under “Audit Fees” above. Tax Fees. Tax fees consist of aggregate fees for professional services for tax compliance, tax advice and tax planning, primarily, fees related to tax preparation services. Pre-Approval of Services by the Independent Auditor The Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by the Company’s independent auditor. The Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by the Company’s independent auditor. Thereafter, the Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services by the Company’s independent auditor which are not encompassed by the Audit Committee’s annual pre-approval and are not prohibited by law. 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, for Fiscal 2021. 115 PART IV Item 15. Exhibits, Financial Statement Schedules The following exhibits are filed with this Annual Report on Form 10-K: Exhibit Number Description of Exhibit 2.1 Merger Agreement & Plan of Merger between Uranium Energy Corp. and Concentric Energy Corp. dated May 5, 2011, including the Concentric Disclosure Schedule pursuant thereto (15) 2.2 Amendment to Merger Agreement & Plan of Merger between Uranium Energy Corp. and Concentric Energy Corp. dated July 5, 2011. (17) 2.3 Share Purchase Agreement between Pacific Road Capital A Pty Ltd., Pacific Road Capital B Pty Ltd., Pacific Road Holdings S.à.r.l and Uranium Energy Corp., dated May 9, 2017 (43) 2.4 Amending Agreement between Uranium Energy Corp., Bayswater Holdings Inc., Pacific Road Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd., Pacific Road Resources Reno Creek Cayco 4 Ltd. and Reno Creek Unit Trust, dated August 7, 2017 (44) 2.5 Purchase Agreement between Uranerz Energy Corporation and Uranium Energy Corp., dated November 1, 2017 (47) 3.1 Articles of Incorporation, as amended (1) 3.1.1 Certificate of Amendment to Articles of Incorporation (2) 3.2 Bylaws, as amended (30) 4.1 Form of Indenture (27) 4.2 Form of Indenture (40) 10.1 Letter Agreement between La Merced del Pueblo de Cebolleta and Neutron Energy, Inc. (3) 10.2 Limited Liability Company Members’ Agreement of Cibola Resources LLC between Neutron Energy, Inc. and Uranium Energy Corp. (3) 10.3 Limited Liability Company Operating Agreement of Cibola Resources LLC between Neutron Energy, Inc. and Uranium Energy Corp. (3) 10.4 Consulting Services Agreement between Uranium Energy Corp. and Obara Builders Ltd. (4) 10.5 Agreement to Purchase Assets between the Uranium Energy Corp. and Melvin O. Stairs, Jr. (5) 10.6 Option and Joint Venture Letter Agreement between Uran Limited and the Company dated January 14, 2009 (6) 10.7 Variation Agreement between Uran Limited and the Company dated May 28, 2009 (7) 10.8 Mineral Property Option and Joint Venture Agreement between the Company and Strategic Resources Inc. (8) 10.9 Further Amended and Restated Executive Services Agreement with Amir Adnani Corp. dated July 23, 2009 (9) 10.10 Further Amended and Restated Executive Services Agreement with Harry L. Anthony dated July 23, 2009 (9) 10.11 2009 Stock Incentive Plan (10) 10.12 Uranium Mining Lease dated October 6, 2004 (11) 116 10.13 Uranium Mining Lease dated August 24, 2005 (11) 10.14 Uranium Mining Lease dated August 24, 2005 (11) 10.15 Uranium Mining Lease dated October 6, 2004 (11) 10.16 Uranium Mining Lease dated December 19, 2005 (11) 10.17 Uranium Mining Lease dated April 9, 2007 (11) 10.18 Plant Site Surface Lease dated May 30, 2007 (30) 10.19 Uranium Mining Lease dated September 1, 2005 (30) 10.20 Uranium Mining Lease dated January 14, 2005 (30) 10.21 Uranium Mining Lease dated March 24, 2005 (30) 10.22 Uranium Mining Lease dated February 15, 2006 (30) 10.23 Uranium Mining Lease dated May 24, 2008 (30) 10.24 Uranium Mining Lease dated February 20, 2012 (30) 10.25 Uranium Mining Lease dated May 15, 2009 (30) 10.26 Uranium Mining Lease dated February 21, 2012 (30) 10.27 State Mining Lease dated July 6, 2011 (30) 10.28 Executive Services Agreement between Uranium Energy Corp. and Harry L. Anthony, dated February 22, 2010 (12) 10.29 2009 Stock Incentive Plan, as amended on May 25, 2010 (13) 10.30 Executive Employment Services Agreement between Uranium Energy Corp. and Mark Katsumata, dated January 5, 2011 (14) 10.31 Share Exchange Agreement among Transandes Resources, Inc., Piedra Rica Mining S.A., UEC Paraguay Corp., and Uranium Energy Corp. dated May 11, 2011, including schedules attached thereto (16) 10.32 Property Acquisition Agreement between Minas Rio Bravo S.A., Compania Minera Rio Verde S.A., Minas La Roca S.A. and Piedra Rica Mining S.A. dated October 25, 2011 (18) 10.33 Property Acquisition Agreement between Cooper Minerals, Inc. and Uranium Energy Corp. dated November 7, 2011 (19) 10.34 Amendment No. 1 to Property Acquisition Agreement between Minas Rio Bravo S.A., Compania Minera Rio Verde S.A., Minas La Roca S.A. and Piedra Rica Mining S.A. dated February 28, 2012 (20) 10.35 Credit Agreement dated as of July 30, 2013 (21) 10.36 Form of Indemnification Agreement (22) 10.37 Engagement Letter, dated as of October 17, 2013, between Uranium Energy Corp. and H.C. Wainwright & Co., LLC. (23) 10.38 Form of Securities Purchase Agreement, dated as of October 17, 2013 (23) 10.39 Form of Warrant Certificate related to Securities Purchase Agreement dated as of October 17, 2013 (23) 10.40 Form of Warrant Certificate with respect to 2,600,000 warrants issued by Uranium Energy Corp. pursuant to Credit Agreement dated July 30, 2013 (24) 10.41 2013 Stock Incentive Plan (25) 10.42 Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated July 24, 2013 (26) 10.43 Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Harry L. Anthony, dated July 24, 2013 (26) 117 10.44 Restated and Amended Executive Consulting Services Agreement between Uranium Energy Corp. and Mark Katsumata, dated July 24, 2013 (26) 10.45 Controlled Equity Offering SM Sales Agreement, dated December 31, 2013, between Uranium Energy Corp. and Cantor Fitzgerald & Co. (28) 10.46 Amended and Restated Credit Agreement dated March 13, 2014 (29) 10.47 2014 Stock Incentive Plan (31) 10.48 Executive Services Agreement between Uranium Energy Corp. and Scott Melbye, executed December 15, 2014 (32) 10.49 2015 Stock Incentive Plan (33) 10.50 Engagement Letter, dated as of June 22, 2015, by and between Uranium Energy Corp. and H.C. Wainwright & Co., LLC and amendment thereto dated June 23, 2015 (34) 10.51 Engagement Letter, dated as of June 24, 2015, among Uranium Energy Corp., Cantor Fitzgerald & Co. and Cantor Fitzgerald Canada Corporation (34) 10.52 Form of Warrant (34) 10.53 Form of Securities Purchase Agreement, dated June 22, 2015, by and between Uranium Energy Corp. and investors in the offering (34) 10.54 Amendment Letter Agreement to the Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated August 13, 2015 (35) 10.55 Appointment Letter dated October 1, 2015 with Spencer Abraham * 10.56 Second Amended and Restated Credit Agreement dated February 9, 2016 (36) 10.57 Share Purchase and Option Agreement between CIC Resources Inc. and Uranium Energy Corp. dated March 4, 2016 (37) 10.58 Placement Agency Agreement, dated March 9, 2016, by and between Uranium Energy Corp., Dundee Securities Ltd., Dundee Securities Inc. and H.C. Wainwright & Co., LLC (38) 10.59 Form of Warrant (38) 10.60 Form of Securities Purchase Agreement, dated March 6, 2016, by and between Uranium Energy Corp. and investors in the offering (38) 10.61 2016 Stock Incentive Plan (39) 10.62 Underwriting Agreement, dated January 17, 2017, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC and Haywood Securities Inc. (41) 10.63 Form of Warrant (41) 10.64 Amendment to the Share Purchase and Option Agreement between Uranium Energy Corp. and CIC Resources Inc., dated March 3, 2017 (42) 10.65 Amendment No. 2 to the Share Purchase and Option Agreement between Uranium Energy Corp. and CIC Resources Inc., dated June 29, 2017 (46) 10.66 Form of Warrant Certificate with respect to 11,308,728 warrants issued by Uranium Energy Corp. pursuant to the Share Purchase Agreement dated May 9, 2017, as amended on August 7, 2017 (45) 10.67 Royalty Purchase Agreement between Uranium Energy Corp. and Uranium Royalty Corp., dated August 20, 2018 (49) 10.68 2018 Stock Incentive Plan (48) 10.69 Underwriting Agreement, dated as of October 1, 2018, by and between Uranium Energy Corp., H. C. Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital, Roth Capital Partners, LLC and Sprott Private Wealth LP (50) 10.70 Third Amended and Restated Credit Agreement dated December 5, 2018 (51) 118 10.71 Securities Exchange Agreement, dated March 14, 2019, as entered between the Company and each of Pacific Road Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd., Pacific Road Resources Reno Creek Cayco 4 Ltd. and Reno Creek Unit Trust (52) 10.72 At The Market Offering Agreement, dated April 9, 2019, by and between Uranium Energy Corp., H. C. Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital Corp., Roth Capital Partners, LLC and Cormark Securities (USA) Limited (53) 10.73 2019 Stock Incentive Plan (54) 10.74 Amending Agreement, dated March 19, 2020, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital, Roth Capital Partners, LLC and Cormark Securities (USA) Limited (55) 10.75 Underwriting Agreement, dated as of September 21, 2020, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital and Roth Capital Partners, LLC (56) 10.76 Form of Warrant (56) 10.77 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) 10.78 Form of Securities Purchase Agreement, dated as of March 17, 2021, by and between Uranium Energy Corp. and the investors in the offering (57) 10.79 Engagement Agreement, dated as of April 5, 2021, between Uranium Energy Corp. and H.C. Wainwright & Co., LLC. (58) 10.80 Form of Securities Purchase Agreement, dated as of April 5, 2021, by and between Uranium Energy Corp. and the investors in the offering. (58) 10.81 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. (59) 21.1 Subsidiaries of Uranium Energy Corp. * 23.1 Consent of Independent Auditors, PricewaterhouseCoopers LLP * 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) * 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) * 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 * 101.1NS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 119 101.DEF 101.LAB 101.PRE XBRL Taxonomy Extension Definitions Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document Notes: * Filed herewith. (1) Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on August 4, 2005. (2) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 9, 2006. (3) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2007. (4) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 9, 2007. (5) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 6, 2007. (6) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 16, 2009. (7) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 2, 2009. (8) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 9, 2009. (9) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 27, 2009. (10) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on October 1, 2009. (11) Incorporated by reference to our Annual Report on Form 10-K/A filed with the SEC on April 21, 2010. (12) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 23, 2010. (13) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on February 7, 2011. (14) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 10, 2011. (15) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 11, 2011. (16) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 17, 2011. (17) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 11, 2011. (18) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 31, 2011. (19) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 8, 2011. (20) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 5, 2012. (21) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 5, 2013. (22) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 2, 2013. (23) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 23, 2013. (24) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on November 19, 2013. (25) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on November 21, 2013. (26) Incorporated by reference to our Current Report on Form 8-K/A filed with the SEC on December 6, 2013. (27) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on December 27, 2013. (28) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 31, 2013. (29) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2014. (30) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 14, 2014. (31) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on January 9, 2015. (32) Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on March 12, 2015. (33) Incorporated by reference to our Schedule 14A Definitive Proxy Statement filed with the SEC on June 19, 2015. (34) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 25, 2015. (35) Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on December 8, 2015. (36) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 16, 2016 (37) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 10, 2016. (38) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 10, 2016. (39) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on September 2, 2016. (40) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on January 5, 2017. (41) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 17, 2017. (42) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 9, 2017. (43) Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on June 9, 2017. (44) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 11, 2017. (45) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on September 8, 2017. (46) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 16, 2017. (47) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 6, 2017. (48) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 15, 2018. (49) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on August 27, 2018. (50) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 1, 2018. (51) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 7, 2018. (52) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 18, 2019. (53) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 9, 2019. (54) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on September 12, 2019. (55) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2020. (56) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 21, 2020. (57) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2021. (58) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 8, 2021. (59) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on May 17, 2021. 120 URANIUM ENERGY CORP. CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 Reports of Independent Registered Public Accounting Firms Consolidated Balance Sheets Consolidated Statements of Operations and Comprehensive Loss Consolidated Statements of Cash Flows Consolidated Statements of Stockholders ’ Equity Notes to the Consolidated Financial Statements F-1 URANIUM ENERGY CORP. CONSOLIDATED BALANCE SHEETS Note(s) July 31, 2021 July 31, 2020 CURRENT ASSETS Cash and cash equivalents 6 $ 44,312,780 $ 5,147,703 Inventories 3 29,172,480 211,662 Prepaid expenses and deposits 1,434,404 1,111,152 Other current assets 125,698 119,362 TOTAL CURRENT ASSETS 75,045,362 6,589,879 MINERAL RIGHTS AND PROPERTIES 4 63,784,003 63,655,503 PROPERTY, PLANT AND EQUIPMENT 5 7,358,037 7,019,817 RESTRICTED CASH 6 2,037,677 1,839,216 EQUITY-ACCOUNTED INVESTMENT 7 20,729,674 11,515,327 OTHER NON-CURRENT ASSETS 586,332 769,875 TOTAL ASSETS $ 169,541,085 $ 91,389,617 CURRENT LIABILITIES Accounts payable and accrued liabilities $ 2,762,727 $ 1,858,499 Due to a related party 8 843 31,334 Other current liabilities 12 238,899 147,569 Current portion of other loans payable 10 191,510 - Current portion of long-term debt 9 10,075,231 - TOTAL CURRENT LIABILITIES 13,269,210 2,037,402 LONG-TERM DEBT 9 - 19,869,477 OTHER LOANS PAYABLE 10 65,952 307,092 ASSET RETIREMENT OBLIGATIONS 11 3,938,655 3,734,314 OTHER NON-CURRENT LIABILITIES 12 271,132 479,714 DEFERRED TAX LIABILITIES 16 540,992 545,000 TOTAL LIABILITIES 18,085,941 26,972,999 STOCKHOLDERS' EQUITY Capital stock Common stock $0.001 par value: 750,000,000 shares authorized, 236,796,866 shares issued and outstanding (July 31, 2020 - 184,635,870) 13 236,797 184,636 Additional paid-in capital 441,990,650 341,059,972 Share issuance obligation 359,560 103,554 Accumulated deficit (291,625,110 ) (276,811,300 ) Accumulated other comprehensive income (loss) 493,247 (120,244 ) TOTAL EQUITY 151,455,144 64,416,618 TOTAL LIABILITIES AND EQUITY $ 169,541,085 $ 91,389,617 SUBSEQUENT EVENTS 3,13 The accompanying notes are an integral part of these consolidated financial statements. F-2 URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Year Ended July 31, Note(s) 2021 2020 COSTS AND EXPENSES Mineral property expenditures 4 $ 4,478,807 $ 4,582,403 General and administrative 8,14 12,639,998 9,441,898 Depreciation, amortization and accretion 4,5,11 393,173 310,222 LOSS FROM OPERATIONS (17,511,978 ) (14,334,523 ) OTHER INCOME (EXPENSES) Interest income 48,294 181,520 Interest expenses and finance costs 9 (2,879,809 ) (3,460,970 ) Income from equity-accounted investment 7 5,204,004 2,967,583 Gain on loan extinguishment 10 286,376 - Other income 37,441 27,980 (Loss) gain on disposition of assets (2,146 ) 2,343 OTHER INCOME (EXPENSES) 2,694,160 (281,544 ) LOSS BEFORE INCOME TAXES (14,817,818 ) (14,616,067 ) DEFERRED TAX BENEFIT 4,008 5,551 NET LOSS FOR THE YEAR (14,813,810 ) (14,610,516 ) OTHER COMPREHENSIVE INCOME (LOSS) Translation gain (loss) 7 613,491 (132,705 ) TOTAL OTHER COMPREHENSIVE INCOME (LOSS) 613,491 (132,705 ) TOTAL COMPREHENSIVE LOSS FOR THE YEAR $ (14,200,319 ) $ (14,743,221 ) NET LOSS PER SHARE, BASIC AND DILUTED 15 $ (0.07 ) $ (0.08 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED 210,295,992 183,041,766 The accompanying notes are an integral part of these consolidated financial statements. F-3 URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended July 31, Note(s) 2021 2020 NET CASH PROVIDED BY (USED IN): OPERATING ACTIVITIES Net loss for the year $ (14,813,810 ) $ (14,610,516 ) Adjustments to reconcile net loss to cash flows in operating activities Stock-based compensation 14 5,471,578 3,493,218 Depreciation, amortization and accretion 4,5,11 393,173 310,222 Amortization of long-term debt discount 9 1,375,754 1,669,514 Loss (gain) on disposition of assets 2,146 (2,343 ) Gain on loan extinguishment 10 (286,376 ) - Income from equity-accounted investment 7 (5,204,004 ) (2,967,583 ) Deferred tax benefits 16 (4,008 ) (5,551 ) Changes in operating assets and liabilities Inventories 3 (28,960,818 ) - Prepaid expenses and deposits (112,661 ) 453,949 Other current assets (6,336 ) 145,594 Accounts payable and accrued liabilities 699,617 (1,243,838 ) Due to a related party 8 (30,491 ) (37,346 ) Other liabilities 6,787 (76,031 ) NET CASH USED IN OPERATING ACTIVITIES (41,469,449 ) (12,870,711 ) FINANCING ACTIVITIES Proceeds from share issuances, net of issuance costs 13 95,435,522 - Repayments of long-term debt 9 (10,000,000 ) - Repayments of other loans 10 (144,621 ) - Proceeds from government loans - 307,092 Cash paid for withholding amounts on RSU shares 14 (833,363 ) - NET CASH PROVIDED BY FINANCING ACTIVITIES 84,457,538 307,092 INVESTING ACTIVITIES Investment in mineral rights and properties (80,000 ) (80,000 ) Purchase of property, plant and equipment 5 (147,699 ) (83,838 ) Purchase of additional interest in equity-accounted investment 7 (3,396,852 ) - Investment in term deposits (10,000,000 ) - Proceeds from redemption of term deposits 10,000,000 11,831,671 Proceeds from disposition of assets - 3,127 NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (3,624,551 ) 11,670,960 NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 39,363,538 (892,659 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR 6,986,919 7,879,578 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR 6 $ 46,350,457 $ 6,986,919 The accompanying notes are an integral part of these consolidated financial statements. F-4 URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY Common Stock Additional Paid-in Share Issuance Accumulated Accumulated Other Comprehensive Stockholders' Shares Amount Capital Obligation Deficit Income (Loss) Equity Balance, July 31, 2019 180,896,431 $ 180,896 $ 336,047,595 $ 187,100 $ (262,200,784 ) $ 12,461 $ 74,227,268 Common stock Issued as anniversary fees for credit facility 1,743,462 1,743 1,398,257 - - - 1,400,000 Issued (accrued) upon vesting of RSUs and PRSUs 105,844 106 (153,307 ) 103,554 - - (49,647 ) Stock-based compensation Common stock issued for consulting services 380,933 381 350,696 - - - 351,077 Common stock issued under Stock Incentive Plan 1,509,200 1,510 1,308,507 (187,100 ) - - 1,122,917 Amortization of stock-based compensation - - 2,085,491 - - - 2,085,491 Warrants Issued for consulting services - - 22,733 - - - 22,733 Net loss for the year - - - - (14,610,516 ) - (14,610,516 ) Other comprehensive loss - - - - - (132,705 ) (132,705 ) Balance, July 31, 2020 184,635,870 184,636 341,059,972 103,554 (276,811,300 ) (120,244 ) 64,416,618 Common stock Issued under direct offerings, net of issuance costs 26,136,364 26,136 52,515,300 - - - 52,541,436 Issued under ATM offerings, net of issuance costs 15,934,606 15,935 35,218,957 - - - 35,234,892 Issued as anniversary fees for credit facility 1,249,039 1,249 1,168,751 - - - 1,170,000 Issued (accrued) upon vesting of RSUs and PRSUs 536,361 536 (1,255,018 ) 256,006 - - (998,476 ) Issued upon exercise of stock options 3,326,255 3,327 1,912,668 - - - 1,915,995 Issued upon exercise of warrants 3,692,865 3,693 3,584,598 - - - 3,588,291 Stock-based compensation Common stock issued for consulting services 312,302 312 952,327 - - - 952,639 Common stock issued under Stock Incentive Plan 973,204 973 1,593,273 - - - 1,594,246 Amortization of stock-based compensation - - 3,259,925 - - - 3,259,925 Warrants Issued in connection with September 2020 Offering - - 1,518,432 - - - 1,518,432 Issued in connection with a direct offering as issuance costs - - 461,465 - - - 461,465 Net loss for the year - - - - (14,813,810 ) - (14,813,810 ) Other comprehensive income - - - - - 613,491 613,491 Balance, July 31, 2021 236,796,866 $ 236,797 $ 441,990,650 $ 359,560 $ (291,625,110 ) $ 493,247 $ 151,455,144 The accompanying notes are an integral part of these consolidated financial statements. F-5 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 NOTE 1: NATURE OF OPERATIONS Uranium Energy Corp. was incorporated in the State of Nevada on May 16, 2003. Uranium Energy Corp. 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. 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. Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financing in order to fund our operations, and this reliance is expected to continue for the foreseeable future. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and are presented in United States dollars. All inter-company transactions and balances have been eliminated upon consolidation. Exploration Stage We have established the existence of mineralized materials for certain uranium projects, including the Palangana Mine. We have not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (the “SEC”) under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for any of our uranium projects, including the Palangana Mine. Furthermore, we have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing 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 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 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. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange facilities and disposal wells, are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. F-6 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 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. 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 mine development activities. 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. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgement, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reported periods. Significant areas requiring management’s judgement, estimates and assumptions include valuation and measurement of impairment losses on mineral rights and properties, valuation of stock-based compensation and asset retirement obligations. Other areas requiring estimates include allocations of expenditures to inventories, depletion and amortization of mineral rights and properties and depreciation of property, plant and equipment. Actual results could differ significantly from those estimates and assumptions. Foreign Currency Translation The functional currency of our Company, including its subsidiaries, is the United States dollar. Our subsidiaries, UEC Resources Ltd., UEC Resources (SK) Ltd. and Cue Resources Ltd., maintain their accounting records in their local currency, the Canadian dollar. 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: Foreign Currency Matters, the financial statements of our subsidiaries are translated into United States dollars using period-end exchange rates as to monetary assets and liabilities and average exchange rates as to revenues and expenses. Non-monetary assets are translated at their historical exchange rates. Net gains and losses resulting from foreign exchange translations and foreign currency exchange gains and losses on transactions occurring in a currency other than our Company’s functional currency are included in the determination of net loss in the period. Cash and Cash Equivalents Cash and cash equivalents consist of cash balances and term deposits with an original maturity of three months or less. Term Deposits Term deposits include short-term deposits held with banks with maturities from three months to one year from the date of the initial investments. Term deposits are classified as available-for-sale investments as they represent investments of cash available for current operations. Change in fair value of the available-for-sale investments are recorded in other comprehensive income (loss). F-7 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; and ● 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 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 Investments in an entity in which our ownership is greater than 20% but less than 50%, or where other facts and circumstances indicate that we have the ability to exercise significant influence over the operating and financing policies of an entity, are accounted for using the equity method in accordance with ASC 323: Investments – Equity Method and Joint Ventures. Equity-Accounted Investments are recorded initially at cost and adjusted subsequently to recognize our share of the earnings, losses or other changes in capital of the investee entity after the date of acquisition. 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. Other Non-Current Assets Other non-current assets include future expenditures that we have paid in advance but will not receive benefits within one year. Expenses are recognized over the period the expenditures are used or the benefits from the expenditures are received. Transaction costs incurred in connection with acquisitions of long-term assets are also included in other non-current assets, which will be capitalized as acquisition costs if the transaction succeeds or will be written off if the transaction does not complete. Right-of-use (“ROU”) assets recognized in connection with recognition of lease liabilities are also included in Other Non-Current Assets. F-8 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, are established for that project. 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. We have not established proven or probable reserves for any of our projects. Databases Expenditures relating to mineral property databases are capitalized upon acquisition while those developed internally are expensed as incurred. Mineral property databases are amortized using the straight-line method over a five-year period during which management believes these assets will contribute to our cash flows. Databases are included in Mineral Rights and Properties in our Consolidated Balance Sheets. Property, Plant and Equipment Property, plant and equipment are recorded at cost and depreciated to their estimated residual values using the straight-line method over their estimated useful lives, as follows: ● Hobson processing facility: 20 years; ● Mining and logging equipment and vehicles: 5 to 10 years; ● Computer equipment: 3 years; ● Furniture and fixtures: 5 years; and ● Buildings: 20 years. Impairment of Long-Lived Assets Long-lived assets including mineral rights and property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Management applies judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable giving rise to the requirement to conduct an impairment test. Circumstances which could trigger an impairment test include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors including significant decreases in uranium prices; significant increase in reclamation costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparing the carrying value to the future undiscounted cash flows expected to be generated by the assets. When the carrying value of an asset exceeds the related undiscounted cash flows, an impairment loss is recorded by writing down the carrying value of the related asset to its estimated fair value, which is determined using discounted future cash flows or other measures of fair value. Income Taxes 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. Restoration and Remediation Costs (Asset Retirement Obligations) Various federal and state mining laws and regulations require our Company to reclaim the surface areas and restore underground water quality to the pre-existing quality or class of use after the completion of mining. We recognize the present value of the future restoration and remediation costs as an asset retirement obligation 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. F-9 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. The asset retirement obligation is estimated based on the current costs escalated at an inflation rate and discounted at a credit adjusted risk-free rate. The asset retirement obligations are capitalized as part of the costs of the underlying assets and amortized over its remaining useful life. The asset retirement obligations are accreted to an undiscounted value until they are settled. The accretion expenses are charged to earnings and the actual retirement costs are recorded against the asset retirement obligations when incurred. 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-Term Debt Long-Term Debt is carried at amortized cost. Debt issuance costs, debt premiums and discounts and annual fees are included in the long-term debt balance and amortized using the effective interest rate over the contractual terms of the Long-Term Debt. Leases We determine if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than 12 months are included in Other Non-Current Assets, Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheet. Assets under finance leases are included in Property, Plant and Equipment and the related lease liabilities in Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheets. Operating and finance lease ROU assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. When the rate implicit to the lease cannot be readily determined, we utilize the incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest our Company would have to pay to borrow on a collateralized basis over a similar term and the amount equal to the lease payments in a similar economic environment. The operating lease expenses are recognized on a straight-line basis over the lease term and included in general and administration expenses. Short-term leases, which have an initial term of 12 months or less, are not recorded in our Consolidated Balance Sheets. We have leases arrangements that include both lease and non-lease components. We account for each separate lease component and its associated non-lease components as a single lease component for all of our asset classes. Stock-Based Compensation 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. The fair value of restricted stock units (“RSU”s) is determined using the share price of the Company at the date of grant. The fair value of performance based restricted stock units (“PRSU”s) is determined using the Monte Carlo simulation model. Stock-based compensation expense related to stock option awards is recognized over the requisite service period on an accelerating basis. Forfeitures are accounted for as they occur. 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. F-10 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. Diluted earnings or loss per share reflect the potential dilution of securities that could share in the earnings or loss of our Company. 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. NOTE 3: INVENTORIES 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 $ 33,781 $ 33,781 Uranium concentrates from production 177,881 177,881 Purchased uranium inventories 28,960,818 - $ 29,172,480 $ 211,662 As at July 31, 2021, our uranium inventory purchase commitments over the next five fiscal years are as the follows: Purchase Commitments in Pounds Total Purchase Price Fiscal 2022 600,000 $ 18,065,000 Fiscal 2023 1,205,000 39,409,000 Fiscal 2024 495,000 16,913,250 Fiscal 2025 400,000 14,130,000 Fiscal 2026 - - Total 2,700,000 $ 88,517,250 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. F-11 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 NOTE 4: MINERAL RIGHTS AND PROPERTIES Mineral Rights 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. 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 July 31, 2020 Mineral Rights and Properties Palangana Mine $ 6,027,784 $ 6,027,784 Goliad Project 8,689,127 8,689,127 Burke Hollow Project 1,495,750 1,495,750 Longhorn Project 116,870 116,870 Salvo Project 14,905 14,905 Anderson Project 3,470,373 3,470,373 Workman Creek Project 899,854 799,854 Los Cuatros Project 257,250 257,250 Slick Rock Project 60,000 30,000 Reno Creek Project 31,527,870 31,527,870 Diabase Project 546,938 546,938 Yuty Project 11,947,144 11,947,144 Oviedo Project 1,133,412 1,133,412 Alto Paraná Titanium Project 1,433,030 1,433,030 Other Property Acquisitions 91,080 91,080 67,711,387 67,581,387 Accumulated Depletion (3,929,884 ) (3,929,884 ) 63,781,503 63,651,503 Databases and Land Use Agreements 2,458,808 2,458,808 Accumulated Amortization (2,456,308 ) (2,454,808 ) 2,500 4,000 $ 63,784,003 $ 63,655,503 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. F-12 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 Mineral property expenditures incurred on our projects were as follows: Year Ended July 31, 2021 2020 Mineral Property Expenditures Palangana Mine $ 889,597 $ 1,342,927 Goliad Project 237,515 190,278 Burke Hollow Project 1,445,797 1,130,467 Longhorn Project 9,154 17,023 Salvo Project 31,209 28,318 Anderson Project 78,601 71,170 Workman Creek Project 32,700 32,700 Slick Rock Project 52,117 52,521 Reno Creek Project 672,225 596,551 Yuty Project 31,279 65,679 Oviedo Project 371,966 350,211 Alto Paraná Titanium Project 198,969 230,350 Other Mineral Property Expenditures 427,678 474,208 $ 4,478,807 $ 4,582,403 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 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 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 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 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. F-13 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 ● 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 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 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 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. We have an exclusive right and option to acquire 1.5% of the net smelter royalty for $1,000,000 at any time until January 21, 2024. 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 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 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 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. 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 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, which is located in Campbell County, Wyoming. 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. Canadian Project ● Diabase Project, 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 During Fiscal 2018 and Fiscal 2019, we had communications and filings with the Ministry of Public Works and Communications (“MOPC”), the mining regulator in Paraguay, whereby the former MOPC took the position that certain concessions forming part of the Company’s Yuty and Alto Parana Projects were not eligible for extension as to exploration or continuation to exploitation in their current stages. 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. F-14 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 ● Yuty Project, Paraguay 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 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 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. NOTE 5: PROPERTY, PLANT AND EQUIPMENT As at July 31, 2021, property, plant and equipment consisted of the following: July 31, 2021 July 31, 2020 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Hobson Processing Facility $ 6,642,835 $ (851,075 ) $ 5,791,760 $ 6,642,835 $ (773,933 ) $ 5,868,902 Mining Equipment 2,355,341 (2,313,489 ) 41,852 2,393,579 (2,342,518 ) 51,061 Logging Equipment and Vehicles 1,923,983 (1,774,887 ) 149,096 1,924,969 (1,736,806 ) 188,163 Computer Equipment 326,056 (283,645 ) 42,411 550,243 (486,467 ) 63,776 Furniture and Fixtures 184,941 (172,302 ) 12,639 170,701 (169,946 ) 755 Buildings 297,518 (57,322 ) 240,196 297,518 (42,446 ) 255,072 Land 1,080,083 - 1,080,083 592,088 - 592,088 $ 12,810,757 $ (5,452,720 ) $ 7,358,037 $ 12,571,933 $ (5,552,116 ) $ 7,019,817 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. NOTE 6: 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. F-15 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 $ 1,839,216 $ 1,821,392 Additional surety bond collateral 198,377 - Interest received 84 17,824 Restricted cash, end of period $ 2,037,677 $ 1,839,216 Cash, cash equivalents and restricted cash are included in the following accounts as at July 31, 2021: July 31, 2021 July 31, 2020 Cash and cash equivalents $ 44,312,780 $ 5,147,703 Restricted cash 2,037,677 1,839,216 Total cash, cash equivalents and restricted cash $ 46,350,457 $ 6,986,919 NOTE 7: EQUITY-ACCOUNTED INVESTMENT 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: 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 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. 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 $ 8,680,449 Loss from equity-accounted investment (89,073 ) Gain on ownership interest dilution 3,056,656 Translation loss (132,705 ) Balance, July 31, 2020 11,515,327 Addition 3,396,852 Income from equity-accounted investment 732,446 Gain on ownership interest dilution 4,471,558 Translation gain 613,491 Balance, July 31, 2021 $ 20,729,674 F-16 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 NOTE 8: 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: $31,334). These amounts are unsecured, non-interest bearing and due on demand. NOTE 9: LONG-TERM DEBT As at July 31, 2021, our long-term debt consisted of the following: July 31, 2021 July 31, 2020 Principal amount $ 10,000,000 $ 20,000,000 Unamortized discount and accrued fees 75,231 (130,523 ) Long-term debt, net of unamortized discount $ 10,075,231 $ 19,869,477 Current portion 10,075,231 - Long-term debt, net of current portion $ - $ 19,869,477 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 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. NOTE 10: 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. F-17 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 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 $ - $ 307,092 Promissory note payable 257,462 - $ 257,462 $ 307,092 Current portion Government loan payable $ - $ - Promissory note payable 191,510 - $ 191,510 $ - Non-current portion Government loan payable $ - $ 307,092 Promissory note payable 65,952 - $ 65,952 $ 307,092 NOTE 11: ASSET RETIREMENT OBLIGATIONS 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 $ 3,734,314 Accretion 204,341 Balance, July 31, 2021 $ 3,938,655 The estimated amounts and timing of cash flows and assumptions used for the ARO estimates are as follows: July 31, 2021 July 31, 2020 Undiscounted amount of estimated cash flows $ 8,221,018 $ 8,221,018 Payable in years 9 to 21 9 to 21 Inflation rate 1.56% to 2.17% 1.56% to 2.17% Discount rate 5.50% to 5.96% 5.50% to 5.96% F-18 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: Fiscal 2022 $ - Fiscal 2023 - Fiscal 2024 - Fiscal 2025 - Fiscal 2026 - Remaining balance 8,221,018 $ 8,221,018 NOTE 12: LEASE LIABILITIES 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 2021 and Fiscal 2020, total lease expenses include the following components: Year Ended July 31, 2021 2020 Operating Leases $ 219,794 $ 229,706 Short-term Leases 606,859 445,287 Total Lease Expenses $ 826,653 $ 674,993 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: Fiscal 2022 $ 249,405 Fiscal 2023 20,000 Fiscal 2024 20,000 Fiscal 2025 20,000 Fiscal 2026 20,000 Thereafter 280,000 Total lease payments 609,405 Less: imputed interest (140,884 ) Present value of lease liabilities $ 468,521 Current portion of lease liabilities $ 229,618 Non-current portion of lease liabilities $ 238,903 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. F-19 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 NOTE 13: CAPITAL STOCK Equity Financing 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. 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 0.14 % Expected Annual Volatility 76.81 % Expected Contractual Life in Years 2.00 Expected Annual Dividend Yield 0.00 % 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 $ 12,000,000 Fair Value of Share Purchase Warrants 1,445,756 Total Fair Value Before Allocation to Net Proceeds $ 13,445,756 Gross Proceeds $ 15,000,000 Share Issuance Costs - Cash (878,344 ) Net Cash Proceeds Received $ 14,121,656 Relative Fair Value Allocation to: Shares $ 12,603,224 Share Purchase Warrants 1,518,432 $ 14,121,656 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. F-20 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 0.85 % Expected Annual Volatility 72.17 % Expected Contractual Life in Years 5.00 Expected Annual Dividend Yield 0.00 % 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 A continuity schedule of outstanding share purchase warrants as at July 31, 2021, and the changes during the periods, is as follows: Number of Warrants Weighted Average Exercise Price Balance, July 31, 2019 19,443,910 $ 1.94 Issued 300,000 1.38 Expired (12,021,929 ) 1.87 Balance, July 31, 2020 7,721,981 2.03 Issued in connection with September 2020 Offering 6,833,333 1.80 Issued in connection with April 2021 Offering 181,818 4.13 Exercised (8,240,505 ) 1.99 Expired (1,109,304 ) 1.87 Balance, July 31, 2021 5,387,323 $ 1.90 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 Exercise Price Number of Warrants Outstanding Weighted Average Remaining Contractual Life (Years) Expiry Date $ 2.30 271,546 1.02 August 9, 2022 1.64 25,000 1.80 May 21, 2023 1.80 4,908,959 1.15 September 23, 2022 4.13 181,818 4.68 April 5, 2026 $ 1.90 5,387,323 1.26 F-21 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 NOTE 14: STOCK-BASED COMPENSATION Stock Options 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: Year Ended July 31, 2021 2020 Expected Risk Free Interest Rate 0.70 % 0.40 % Expected Volatility 72.57 % 60.48 % Expected Life in Years 5.0 4.9 Expected Dividend Yield 0 % 0 % Weighted-Average Grant Date Fair Value $ 1.30 $ 0.45 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 Options Weighted Average Exercise Price Balance, July 31, 2019 15,738,350 $ 1.30 Granted 6,163,900 0.95 Cancelled/Forfeited (179,344 ) 1.02 Expired (6,208,156 ) 1.39 Balance, July 31, 2020 15,514,750 1.13 Granted 959,588 2.21 Exercised (4,705,005 ) 1.09 Expired (1,365,000 ) 1.48 Balance, July 31, 2021 10,404,333 $ 1.21 F-22 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, 2021 2020 Number of Options Exercised on Forfeiture Basis 2,970,878 - Number of Options Exercised on Cash Basis 1,734,127 - Total Number of Options Exercised 4,705,005 - Number of Shares Issued on Cash Exercise 1,734,127 - Number of Shares Issued on Forfeiture Basis 1,592,128 - Total Number of Shares Issued Upon Exercise of Options 3,326,255 - Cash Received from Exercise of Stock Options $ 1,915,995 $ - Total Intrinsic Value of Options Exercised $ 6,882,464 $ - 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 Grant Date Fair Value Balance, July 31, 2019 3,310,600 $ 0.59 Granted 6,163,900 0.45 Vested (2,590,154 ) 0.60 Cancelled/Forfeited (86,875 ) 0.43 Balance, July 31, 2020 6,797,471 0.46 Granted 959,588 1.30 Vested (3,865,852 ) 0.47 Balance, July 31, 2021 3,891,207 $ 0.66 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: $3,549,442). 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 Prices Outstanding at July 31, 2021 Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Exercisable at July 31, 2021 Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) $0.80 to $0.99 5,342,620 $ 0.92 8.56 3,289,024 $ 0.92 8.35 $1.00 to $1.49 2,500,125 1.17 5.30 1,616,791 1.21 3.30 $1.50 to $2.80 2,561,588 1.84 4.87 1,607,311 1.61 1.86 10,404,333 $ 1.21 6.87 6,513,126 $ 1.16 5.49 Restricted Stock Units 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. F-23 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 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 Stock Units Weighted Average Grant Date Fair Value Balance, July 31, 2019 465,000 $ 0.94 Granted 1,305,000 0.91 Vested (155,000 ) 0.94 Balance, July 31, 2020 1,615,000 0.92 Granted 407,617 2.15 Vested (1,025,005 ) 0.91 Balance, July 31, 2021 997,612 $ 1.42 A summary of outstanding unvested RSUs as at July 31, 2021 is as follows: Grant Date Number of Restricted Stock Units Grant Date Fair Value Remaining Life (Years) Aggregate Intrinsic Value July 30, 2019 154,999 $ 0.94 1.00 $ 336,348 July 16, 2020 434,996 0.91 1.96 943,941 July 21, 2021 407,617 2.15 2.98 884,529 997,612 $ 1.42 2.22 $ 2,164,818 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 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 Performance Period with no cash settlement alternatives. The PRSUs carry neither rights to dividends nor voting rights. The Company accounts for the PRSUs as an equity-settled plan. F-24 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 0.39 % Expected Volatility 78.03 % Expected Dividend Yield 0 % Expected Life in Years 3 Correlation 66.02 % Grant Price $ 2.15 Grant Date Fair Value $ 2.48 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 PRSUs Weighted Average Grant Date Fair Value Balance, July 31, 2019 890,000 $ 1.15 Forfeited (132,499 ) 1.15 Balance, July 31, 2020 757,501 1.15 Granted 492,950 2.48 Balance, July 31, 2021 1,250,451 $ 1.67 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. F-25 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 Stock-Based Compensation A summary of stock-based compensation expense for Fiscal 2021 and Fiscal 2020 is as follows: Year Ended July 31, 2021 2020 Stock-Based Compensation for Consultants Common stock issued to consultants $ 876,695 $ 539,552 Amortization of stock option expenses 288,603 240,912 1,165,298 780,464 Stock-Based Compensation for Management Common stock issued to management 135,000 225,217 Amortization of stock option expenses 773,583 644,516 Amortization of RSU & PRSU expenses 1,215,560 582,785 2,124,143 1,452,518 Stock-Based Compensation for Employees Common stock issued to employees 1,199,958 635,414 Amortization of stock option expenses 982,179 640,011 2,182,137 1,275,425 Settlement of share issuance obligation - (15,189 ) $ 5,471,578 $ 3,493,218 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. NOTE 15: 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 2021 and Fiscal 2020: Year Ended July 31, 2021 2020 Numerator Net Loss for the Year $ (14,813,810 ) $ (14,610,516 ) Denominator Basic Weighted Average Number of Shares 210,295,992 183,041,766 Dilutive Stock Options, RSUs, PRSUs and Warrants - - Diluted Weighted Average Number of Shares 210,295,992 183,041,766 Net Loss per Share, Basic and Diluted $ (0.07 ) $ (0.08 ) 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. F-26 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 NOTE 16: INCOME TAXES 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, 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. 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 assets relating to these tax loss carry-forwards. We review the valuation allowance requirements on an annual basis based on projected future operations. When circumstances change resulting in a change in management’s judgement about the recoverability of deferred tax assets, the impact of the change on the valuation allowance will generally be reflected in current income. A reconciliation of income tax computed at the federal and state statutory tax rates including the Company’s effective tax rate is as follows: Year Ended July 31, 2021 2020 Federal income tax provision rate 21.00 % 21.00 % State income tax provision rate, net of federal income tax effect 0.83 % 0.72 % Total income tax provision rate 21.83 % 21.72 % The actual income tax provisions differ from the expected amounts calculated by applying the combined federal and state corporate income tax rates to our loss before income taxes. The components of these differences are as follows: Year Ended July 31, 2021 2020 Loss before income taxes $ (14,817,818 ) $ (14,616,067 ) Corporate tax rate 21.83 % 21.72 % Expected tax recovery (3,234,730 ) (3,174,610 ) Increase (decrease) resulting from Foreign tax rate differences 77,454 85,796 Permanent differences (217,615 ) 170,023 Prior year true-up (270,078 ) 117,800 Change in state tax rate (405,826 ) (553,365 ) Foreign exchange rate differences (55,666 ) 17,456 Other 162,812 71,805 Change in valuation allowance 3,939,641 3,233,427 Tax adjustment from operations (4,008 ) (31,668 ) Unrealized loss, other comprehensive loss - 26,117 Deferred tax benefits $ (4,008 ) $ (5,551 ) 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 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. F-27 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 The components of income (loss) from operations before income taxes, by tax jurisdiction, are as follows: Year Ended July 31, 2021 2020 United States $ (14,297,315 ) $ (13,962,287 ) Canada 93,402 53,960 Paraguay (613,905 ) (707,740 ) $ (14,817,818 ) $ (14,616,067 ) The Company’s deferred tax assets (liabilities) are as follows: July 31, 2021 July 31, 2020 Deferred tax assets (liabilities) Mineral properties $ 1,277,053 $ 1,270,292 Exploration costs 6,546,397 6,384,265 Stock option expense 4,623,357 4,594,159 Depreciable property (1,163,533 ) (1,157,934 ) Inventories (3,607,772 ) (3,550,814 ) Asset retirement obligations 107,499 62,626 Other 80,834 58,559 Section 163(j) interest expense carry forwards 1,061,263 733,343 Loss carry forwards 49,987,843 46,552,687 58,912,941 54,947,183 Valuation allowance (58,912,941 ) (54,973,300 ) Deferred tax assets - (26,117 ) Deferred tax assets, other comprehensive loss - 26,117 Deferred tax liabilities Mineral properties (540,992 ) (545,000 ) Net deferred tax liabilities $ (540,992 ) $ (545,000 ) 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. net operating loss carry-forwards expire as follows: July 31, 2023 $ 180,892 July 31, 2024 228,757 July 31, 2025 507,833 July 31, 2026 5,895,221 July 31, 2027 3,892,722 Remaining balance 162,246,385 $ 172,951,810 For U.S. 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. F-28 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 The Company’s Canadian net operating loss carry-forwards in Canadian dollars expire as follows: July 31, 2027 $ 183,105 July 31, 2028 629,788 July 31, 2029 769,072 July 31, 2030 764,230 July 31, 2031 1,570,266 Remaining balance 969,872 $ 4,886,333 NOTE 17: 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. 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. The table below provides a breakdown of the Company’s long-term assets by geographic segment: July 31, 2021 Balance Sheet Items United States Texas Arizona Wyoming Other States Canada Paraguay Total Mineral Rights and Properties $ 12,421,161 $ 4,627,477 $ 31,527,870 $ 146,971 $ 546,938 $ 14,513,586 $ 63,784,003 Property, Plant and Equipment 6,645,905 - 312,763 - 34,036 365,333 7,358,037 Restricted Cash 1,948,704 15,000 73,973 - - - 2,037,677 Equity-Accounted Investment - - - - 20,729,674 - 20,729,674 Other Non-Current Assets 522,306 - 16,000 - 48,026 - 586,332 Total Long-Term Assets $ 21,538,076 $ 4,642,477 $ 31,930,606 $ 146,971 $ 21,358,674 $ 14,878,919 $ 94,495,723 July 31, 2020 Balance Sheet Items United States Texas Arizona Wyoming Other States Canada Paraguay Total Mineral Rights and Properties $ 12,422,661 $ 4,527,477 $ 31,527,870 $ 116,971 $ 546,938 $ 14,513,586 $ 63,655,503 Property, Plant and Equipment 6,299,786 - 327,639 - 29,677 362,715 7,019,817 Restricted Cash 1,750,243 15,000 73,973 - - - 1,839,216 Equity-Accounted Investment - - - - 11,515,327 - 11,515,327 Other Non-Current Assets 703,312 - 22,000 - 44,563 - 769,875 Total Long-Term Assets $ 21,176,002 $ 4,542,477 $ 31,951,482 $ 116,971 $ 12,136,505 $ 14,876,301 $ 84,799,738 The table below provides a breakdown of our operating results by geographic segment. All intercompany transactions have been eliminated. Year ended July 31, 2021 Statement of Operations United States Texas Arizona Wyoming Other States Canada Paraguay Total Costs and Expenses: Mineral property expenditures $ 3,002,300 $ 125,241 $ 672,225 $ 69,075 $ 7,752 $ 602,214 $ 4,478,807 General and administrative 9,596,400 15,317 86,211 1,830 2,894,424 45,816 12,639,998 Depreciation, amortization and accretion 357,600 - 14,876 - 16,870 3,827 393,173 Loss from operations (12,956,300 ) (140,558 ) (773,312 ) (70,905 ) (2,919,046 ) (651,857 ) (17,511,978 ) Other income (expenses) (2,541,515 ) (18,914 ) (9,982 ) - 5,259,464 5,107 2,694,160 Loss before income taxes $ (15,497,815 ) $ (159,472 ) $ (783,294 ) $ (70,905 ) $ 2,340,418 $ (646,750 ) $ (14,817,818 ) F-29 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2021 Year ended July 31, 2020 Statement of Operations United States Texas Arizona Wyoming Other States Canada Paraguay Total Costs and Expenses: Mineral property expenditures $ 3,165,898 $ 104,191 $ 596,551 $ 69,523 $ - $ 646,240 $ 4,582,403 General and administrative 6,982,684 13,717 112,193 2,277 2,272,138 58,889 9,441,898 Depreciation, amortization and accretion 273,687 - 14,876 850 11,959 8,850 310,222 Loss from operations (10,422,269 ) (117,908 ) (723,620 ) (72,650 ) (2,284,097 ) (713,979 ) (14,334,523 ) Other income (expenses) (3,417,783 ) (18,965 ) 2,095 - 3,147,724 5,385 (281,544 ) Loss before income taxes $ (13,840,052 ) $ (136,873 ) $ (721,525 ) $ (72,650 ) $ 863,627 $ (708,594 ) $ (14,616,067 ) F-30 SIGNATURES 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. By: /s/ Amir Adnani Amir Adnani President, Chief Executive Officer (Principal Executive Officer) and Director Date: October 27, 2021. 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. By: /s/ Amir Adnani Amir Adnani President, Chief Executive Officer (Principal Executive Officer) and Director Date: October 27, 2021. By: /s/ Pat Obara Pat Obara Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: October 27, 2021. By: /s/ Spencer Abraham Spencer Abraham Chairman and Director Date: October 27, 20201. By: /s/ Vincent Della Volpe Vincent Della Volpe Director Date: October 27, 2021. By: /s/ David Kong David Kong Director Date: October 27, 2021. By: /s/ Ganpat Mani Ganpat Mani Director Date: October 27, 2021. By: /s/ Gloria Ballesta Gloria Ballesta Director Date: October 27, 2021.